SEC Form FWP filed by AerCap Holdings N.V.

PRICING SUPPLEMENT

Dated September 22, 2025

 

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-282733

Supplementing the Preliminary Prospectus

Supplement, dated September 22, 2025, and

the Base Prospectus, dated October 18, 2024

Issuers:

AerCap Ireland Capital Designated Activity Company and AerCap Global Aviation Trust

Notes Offered:

4.375% Senior Notes due 2030 (the “2030 Notes”)

5.000% Senior Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”)

Ratings¹:

Baa1 / BBB+ / BBB+ (Moody’s / S&P / Fitch)

Distribution:

SEC Registered

Trade Date:

September 22, 2025

Settlement Date:

October 1, 2025 (T+7)

 

We expect that delivery of the Notes will be made to investors on or about October 1, 2025, which will be the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the first business day before delivery of the Notes hereunder will be required, by virtue of the fact that the Notes will initially settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the first business day before the date of delivery should consult their advisors.

Principal Amount:

2030 Notes: $600,000,000

2035 Notes: $600,000,000

Maturity Date:

2030 Notes: November 15, 2030

2035 Notes: November 15, 2035

Coupon:

2030 Notes: 4.375%

2035 Notes: 5.000%

Issue Price to Public:

2030 Notes: 99.702% of the principal amount

2035 Notes: 99.145% of the principal amount

 

In each case, plus accrued interest, if any, from October 1, 2025

Gross Proceeds:

2030 Notes: $598,212,000

2035 Notes: $594,870,000

Benchmark Treasury:

2030 Notes: UST 3.625% due August 31, 2030

2035 Notes: UST 4.250% due August 15, 2035

Benchmark Treasury Price:

2030 Notes: 99-22 ¾

2035 Notes: 100-28 ¾

Benchmark Treasury Yield:

2030 Notes: 3.689%

2035 Notes: 4.138%

Spread to Benchmark Treasury:

2030 Notes: +75 basis points

2035 Notes: +97 basis points

Yield to Maturity:

2030 Notes: 4.439%

2035 Notes: 5.108%

Interest Payment Dates:

2030 Notes: May 15 and November 15, beginning on May 15, 2026

2035 Notes: May 15 and November 15, beginning on May 15, 2026

Optional Redemption:

2030 Notes: Following issuance and prior to October 15, 2030, make-whole call at T+15 basis points.  At any time on or after October 15, 2030, par call.

2035 Notes: Following issuance and prior to August 15, 2035, make-whole call at T+15 basis points.  At any time on or after August 15, 2035, par call.

Optional Tax Redemption:

 

If, with respect to any series of the Notes, the Issuers become obligated to pay any additional amounts as a result of any change in the law of Ireland or certain other relevant taxing jurisdictions that is announced or becomes effective on or after the date on which the Notes of such series are issued (or the date the relevant taxing jurisdiction became applicable, if later), the Issuers may redeem the Notes of such series at their option, at any time in whole but not in part, at a price equal to 100% of the principal amount of the Notes of such series being redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date and additional amounts, if any.

CUSIP / ISIN:

2030 Notes: 00774M BR5 / US00774MBR51

2035 Notes: 00774M BS3 / US00774MBS35

Denominations:

$150,000 and integral multiples of $1,000 in excess thereof

Underwriters: