UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of October
2026 |
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Commission File Number 001-33159 |
AERCAP HOLDINGS
N.V.
(Translation of Registrant’s Name into English)
AerCap House, 65 St. Stephen’s Green,
Dublin D02 YX20, Ireland, +353 1 819 2010
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files
or will file annual reports under cover of Form 20-F or Form 40-F.
Other Events
On October 7, 2026, AerCap Funding Designated Activity Company (the
“Issuer”), a wholly-owned subsidiary of AerCap Holdings N.V. (“AerCap”), issued $750 million aggregate principal
amount of the Issuer’s 5.500% Senior Notes due 2030 (the “2030 Notes”) and $750 million aggregate principal amount of
the Issuer’s 5.875% Senior Notes due 2033 (the “2033 Notes” and, together with the 2030 Notes, the “Notes”).
In connection with the issuance of the Notes, AerCap is filing the following documents solely for incorporation into the Registration
Statement on Form F-3 (File No. 333-297097).
Exhibits
| 1.1 |
Underwriting Agreement, dated September 23, 2026, among AerCap Funding Designated Activity Company, AerCap Holdings N.V., AerCap Aviation
Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, AerCap Global Aviation
Trust, AerCap Ireland Capital Designated Activity Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC, BNP Paribas Securities
Corp., Deutsche Bank Securities Inc., Santander US Capital Markets LLC and Truist Securities, Inc. |
| 23.1 |
Consent of Cravath,
Swaine & Moore LLP (included in Exhibit 5.1). |
| 23.2 |
Consent of NautaDutilh
N.V. (included in Exhibit 5.2). |
| 23.3 |
Consent of McCann FitzGerald
LLP (included in Exhibit 5.3). |
| 23.4 |
Consent of Morris, Nichols,
Arsht & Tunnell LLP (included in Exhibit 5.4). |
| 23.5 |
Consent of Smith, Gambrell
& Russell, LLP (included in Exhibit 5.5). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AERCAP HOLDINGS N.V. |
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By: |
/s/ Aengus Kelly |
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Name: |
Aengus Kelly |
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Title: |
Authorized Signatory |
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Date: October 7, 2026
EXHIBIT INDEX
| 1.1 |
Underwriting Agreement, dated September 23, 2026, among AerCap Funding Designated Activity Company, AerCap Holdings N.V., AerCap Aviation
Solutions B.V., AerCap Ireland Limited, International Lease Finance Corporation, AerCap U.S. Global Aviation LLC, AerCap Global Aviation
Trust, AerCap Ireland Capital Designated Activity Company, Citigroup Global Markets Inc., Mizuho Securities USA LLC, BNP Paribas Securities
Corp., Deutsche Bank Securities Inc., Santander US Capital Markets LLC and Truist Securities, Inc. |
| 23.1 |
Consent of Cravath,
Swaine & Moore LLP (included in Exhibit 5.1). |
| 23.2 |
Consent of NautaDutilh
N.V. (included in Exhibit 5.2). |
| 23.3 |
Consent of McCann FitzGerald
LLP (included in Exhibit 5.3). |
| 23.4 |
Consent of Morris, Nichols,
Arsht & Tunnell LLP (included in Exhibit 5.4). |
| 23.5 |
Consent of Smith, Gambrell
& Russell, LLP (included in Exhibit 5.5). |