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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

Commission file number 001-33159

AerCap Holdings N.V.

(Exact name of Registrant as specified in its charter)

The Netherlands

(Jurisdiction of incorporation or organization)

AerCap House

65 St. Stephen’s Green

Dublin D02 YX20

Ireland

  • 353 1 819 2010

(Address of principal executive offices)

Vincent Drouillard, AerCap House,65 St. Stephen’s Green, Dublin D02 YX20, Ireland

Telephone number: +353 1 819 2010, Fax number:+353 1 672 0270

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesAERThe New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary stock as of the close of the period covered by the annual report.

Ordinary Shares, Euro 0.01 par value166,876,547

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐Non accelerated filer(Do not check if asmaller reporting company)☐Emerging growth company☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes☒ No ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).Yes ☐ No ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP☒International Financial Reporting Standards asissued by the International Accounting Standards Board☐Other☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

TABLE OF CONTENTS

Special Note About Forward-Looking Statements2
Item 1.Identity of Directors, Senior Management and Advisers3
Item 2.Offer Statistics and Expected Timetable3
Item 3.Key Information4
Item 4.Information on the Company29
Item 4A.Unresolved Staff Comments45
Item 5.Operating and Financial Review and Prospects45
Item 6.Directors, Senior Management and Employees64
Item 7.Major Shareholders and Related Party Transactions79
Item 8.Financial Information79
Item 9.The Offer and Listing79
Item 10.Additional Information80
Item 11.Quantitative and Qualitative Disclosures About Market Risk95
Item 12.Description of Securities Other than Equity Securities96
Item 13.Defaults, Dividend Arrearages and Delinquencies97
Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds97
Item 15.Controls and Procedures97
Item 16A.Audit Committee Financial Expert97
Item 16B.Code of Ethics98
Item 16C.Principal Accountant Fees and Services98
Item 16D.Exemptions from the Listing Standards for Audit Committees98
Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers99
Item 16F.Change in Registrant’s Certifying Accountant99
Item 16G.Corporate Governance100
Item 16H.Mine Safety Disclosure100
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections100
Item 16J.Insider Trading Policies100
Item 16K.Cybersecurity Risk Management and Governance101
Item 17.Financial Statements103
Item 18.Financial Statements103
Item 19.Exhibits103
Signatures107
Index to Consolidated Financial StatementsF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.