Aercap Holdings (R1D) Risk Analysis
Risk Overview Q4, 2025
Source: the company's latest filing for the period ended Dec 31, 2025, filed Feb 12, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Corporate responsibility, specifically related to ESG matters, has imposed, and may continue to impose, additional costs.
Certain jurisdictions in which we operate have proposed or enacted ESG-specific reporting requirements, such as the EU Corporate Sustainability Reporting Directive. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based upon ESG or "sustainability" metrics. The level of a company's greenhouse gas emissions is one such metric that has received heightened attention by lenders, investors, shareholders and lawmakers in recent years. Investors, particularly institutional investors, have in the past used, and may continue to use, these scores to benchmark companies against their peers. Investors' and other stakeholders' perspectives on ESG and sustainability reporting vary. Some investment funds continue to focus on positive ESG business practices and sustainability scores when making investments and may consider a company's ESG or sustainability scores as a reputational or other factor in making an investment decision. In other jurisdictions, the importance of ESG metrics has waned or has been the subject of backlash. As a result, companies' ESG actions and disclosures have in recent years triggered both positive and negative engagement by investors and may continue to affect investors' voting decisions or other actions in respect of such companies' governance. We have had to, and may continue to have to, address inconsistent regulatory requirements and stakeholder expectations across the jurisdictions in which we operate. In addition, current EU regulations require financial firms to disclose how sustainability risks are incorporated into their lending decisions, and further regulations in the EU, and similar regulations in other jurisdictions, may come into force in the future. Such regulations may encourage or require lenders to consider the sustainability impact of their loans, and if we, or the aviation sector generally, become disfavored, the availability or terms of financing and our cost of funds could be materially and adversely impacted. We may also face reputational damage in the event our corporate responsibility initiatives or objectives (including with respect to greenhouse gas emissions), or the ESG or sustainability ratings assigned by third-party rating services, do not meet (or are perceived not to meet) the expectations of our lenders, investors, shareholders, lawmakers or other constituencies. Our ESG or sustainability rating or score by a third-party rating service could also result in the exclusion of our common stock or debt from consideration by certain investors who may elect to invest with competitors that are more closely aligned with their ESG or sustainability priorities. Our monitoring of, and efforts to comply with, evolving standards regarding ESG-related corporate responsibility matters by lenders, investors, lawmakers and other parties as described above have in the past imposed, and may continue to impose, additional costs, which could have an adverse impact on our financial condition, cash flows and results of operations.
- Debt & Financing - Risk 2Despite our substantial indebtedness, we may incur significantly more debt.
Despite our current indebtedness levels, we may increase our levels of debt in the future to finance our operations, including to purchase aircraft, engines or helicopters or to meet our contractual obligations, or for any other purpose. The agreements relating to our debt, including our indentures, term loan facilities, Export Credit Agency ("ECA")-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other financings do not prohibit us from incurring additional debt. As of December 31, 2025, we had $11.0 billion of undrawn lines of credit available under our revolving credit and term loan facilities, subject to certain conditions, including compliance with certain financial covenants. If we increase our total indebtedness, our debt service obligations will increase, and we will become more exposed to the risks arising from our substantial level of indebtedness.
Risk Highlights Q4, 2025
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 45
- Regulation - Risk 1AddedWe may lose our foreign private issuer status, which would then require us to comply with the Exchange Act's domestic reporting regime, increasing our regulatory and administrative burden.
We currently meet the definition of a foreign private issuer ("FPI") as defined by the rules promulgated under the Exchange Act, which allows us to benefit from certain accommodations from the registration and disclosure requirements applicable to U.S. domestic issuers. These accommodations include, among others, exemption from U.S. proxy rules, less frequent and less detailed periodic reporting, an exemption from certain U.S. insider trading reporting requirements and rules, and a later filing deadline for annual reports than for U.S. domestic issuers. Under the current definition, we would lose our status as an FPI if more than 50% of our outstanding voting securities are held of record either directly or indirectly by U.S. residents and any of the following is true: (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States. On June 4, 2025, the SEC published a Concept Release on FPI Eligibility (the "Concept Release") inviting public comment on potential amendments to the FPI definition. The Concept Release highlights possible approaches to amending the FPI definition, including updating the existing eligibility requirements, adding a foreign trading volume requirement, adding a major foreign exchange listing requirement, requiring that each FPI be incorporated in a jurisdiction that the SEC determines to have a robust regulatory and oversight framework, developing robust mutual recognition systems and adding an international cooperation arrangement requirement. If the SEC formally proposes and adopts any of the amendments discussed in the Concept Release, we may no longer qualify as an FPI, even if we still meet the current definition described above. Loss of FPI status would subject us to the full reporting and disclosure requirements applicable to U.S. domestic issuers, which could increase our compliance and administrative costs.
- Regulation - Risk 2We are subject to regulatory and compliance risks and requirements associated with transacting business in many countries.
The international nature of our business and our lessees' businesses exposes us to a wide range of regulatory and legal regimes, including trade and economic sanctions, export controls and other restrictions imposed by the United States, the European Union, China, the United Kingdom, and other governments or organizations. Changes in international regulations, laws, taxes, export controls, tariffs, embargoes, sanctions, outbound investment rules or other restrictions on trade or travel, including changes in response to geopolitical events, could adversely affect the profitability of our lessees' businesses, the operations of aircraft manufacturers or the results of our operations. There is also a risk that we may become subject to contradictory legal obligations. A violation of any of these laws or regulations, and those imposed by other relevant jurisdictions (including the European Union), could materially and adversely impact our business, operating results, and financial condition. For instance, the U.S. Departments of Justice, Commerce, State and Treasury and other U.S. federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the Foreign Corrupt Practices Act, and other U.S. federal statutes and regulations, including those established by the Office of Foreign Asset Control. Under these laws and regulations, the U.S. government may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries, and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. We have implemented and maintain in effect policies and procedures designed to ensure compliance by us, our subsidiaries and our directors, officers, employees, consultants and agents with respect to various export control, anti-corruption, anti-terrorism and anti-money laundering laws and regulations. However, such personnel could engage in unauthorized conduct for which we may be held responsible. Violations of such laws and regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities, which could materially and adversely affect our financial results. The General Data Protection Regulation ("GDPR"), which became law in the EU in 2018, regulates the ways in which businesses process personal data in Europe. There are extensive documentation obligations and transparency requirements, which may impose significant costs on us. Failure to comply with the GDPR may subject us to significant litigation or enforcement actions, fines, claims for compensation by customers and other affected individuals, damage to our reputation, orders to remedy breaches or criminal prosecutions, any of which could have a material adverse impact on our business, operating results, and financial condition. For example, under the GDPR, we could incur significant fines of up to 4% of our annual global revenue. The development of additional, or enhancement of existing, data protection regulations in other jurisdictions, such as the United States, may impose additional costs on us.
- Regulation - Risk 3In certain countries, an engine affixed to an aircraft may become an accession to the aircraft and we may not be able to exercise our ownership rights over the engine.
Under some legal principles, an engine affixed to an aircraft may become an accession to the aircraft, whereby the ownership rights of the owner of the airframe supersede those of the owner of the engine. In such cases, where an aircraft is security for the owner's obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. As a substantial part of the value of an aircraft derives from its engines, we would suffer a substantial loss if our ability to repossess a leased engine were limited in the event of a lease default, which could materially and adversely affect our financial results.
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