UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 18, 2025

AERSALE CORPORATION

(Exact name of registrant as specified in its charter) 

9850 NW 41st St, Suite 400

Doral , FL 33178

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(305) 764-3200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On February 18, 2025, the Board of Directors (the “Board”) of AerSale Corporation (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from seven to eight directors and appointed Thomas Mullins to serve as an independent member of the Board to fill the resulting vacancy, effective February 18, 2025, for a term expiring at the Company’s 2025 Annual Meeting of Stockholders or until his successor is duly elected or qualified..

Upon recommendation of the Nominating and Corporate Governance Committee, the Board appointed Mr. Mullins to serve on the Audit Committee of the Board (the “Audit Committee”). There are no arrangements or understandings that exist between Mr. Mullins and any other persons pursuant to which he was selected as a director. In addition, there are no transactions between Mr. Mullins and the Company that would be reportable under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Mullins will participate in the Company’s Second Amended and Restated Non-Employee Director Compensation Policy (the “Plan”). Under the terms of the Plan, Mr. Mullins will receive (i) an annual cash retainer of $75,000 for service on the Board (pro-rated for initial year of service), (ii) an additional annual cash retainer of $10,000 for service as a member of the Audit Committee (pro-rated for initial year of service),(iii) if he continues to serve on the Board immediately following the Company’s annual meeting of stockholders, an annual grant (the “Annual Award”) of restricted stock units with an aggregate fair value equal to $125,000 (as determined in accordance with FASB Accounting Codification Topic 718 (“ASC 718”)), and (iv) an initial grant (the “Initial Grant”) of restricted stock units with an aggregate fair value equal to $125,000 (as determined in accordance with ASC 718), pro-rated for that portion of the year in which Mr. Mullins will serve on the Board until he is eligible and qualifies for the Annual Award as set forth under the Plan. The Annual Award and the Initial Grant will generally vest on the first anniversary from the grant date and convert into one share of common stock of the Company for each restricted stock unit, subject to Mr. Mullins’ continued service through the applicable vesting date.

On February 24, 2025, the Company issued a press release announcing Mr. Mullins’ appointment to the Board, including a description of Mr. Mullins’ business experience. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURES

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 hereunto duly authorized.