AerSale Corp 2025年度报告

Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (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 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (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, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section13(a)of the Exchange Act.☐ 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 financialreporting under Section404(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.☒ 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 thecorrection of an error to previously issued financial statements.☐ 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 theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of voting common stock held by non-affiliates of the registrant, based on the closing price of $6.01 for shares of the registrant’s common stock onThe Nasdaq Capital Market on June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $232 million. Shares ofcommon stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may bedeemed to be affiliates. The number of shares of registrant’s common stock outstanding as of March 2, 2026 was 47,241,615. Portions of the registrant’s definitive Proxy Statement for the registrant’s 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commissionwithin 120 days of the end of the registrant’s fiscal year ended December31,2025 are incorporated by reference into PartIII of this Annual Report on Form10-K. CONTENTS ClausePage PARTIITEM1.BUSINESS5ITEM1A.RISK FACTORS14ITEM1B.UNRESOLVED STAFF COMMENTS29ITEM1C.CYBERSECURITY29ITEM2.PROPERTIES30ITEM3.LEGAL PROCEEDINGS31ITEM4.MINE SAFETY DISCLOSURES31PARTIIITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES31ITEM6.[RESERVED]32ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS32ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA40ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE78ITEM9A.CONTROLS AND PROCEDURES78ITEM9B.OTHER INFORMATION80ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS80PARTIIIITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE80ITEM11. EXECUTIVE COMPENSATION81ITEM12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS81ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE81ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES82PARTIVITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES82ITEM16. FORM10-K SUMMARY86 SPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains forward-looking statements.We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as