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  4. [Form 3] AerCap Holdings N.V. Initial Statement of Beneficial Ownership

AerCap (AER) CEO Aengus Kelly details multi-million share and RSU stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

AerCap Holdings N.V. filed an initial ownership report for Chief Executive Officer Aengus Kelly. The filing shows direct holdings of 1,189,206 Ordinary Shares and 500,000 Restricted Stock Units that convert one-for-one into Ordinary Shares and are scheduled to fully vest on April 30, 2030, subject to continued service.

In addition, 81,725 Ordinary Shares are held indirectly through Mr. Kelly’s spouse. A further 5,060,034 Ordinary Shares are held indirectly through the AerCap Equity Incentive Plans Trust as compensatory awards. Of these trust shares, 1,899,067 remain subject to service-based vesting, 905,877 remain subject to both service- and performance-based vesting, and 2,255,090 are vested but still subject to disposal restrictions.

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Insider Kelly Aengus
Role Chief Executive Officer
Type Security Shares Price Value
holding Restricted Stock Units -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
holding Ordinary Shares -- -- --
Holdings After Transaction: Restricted Stock Units — 500,000 shares (Direct); Ordinary Shares — 1,189,206 shares (Direct); Ordinary Shares — 81,725 shares (Indirect, By spouse); Ordinary Shares — 5,060,034 shares (Indirect, By AerCap Equity Incentive Plans Trust)
Footnotes (2)
  1. F1. Represents Ordinary Shares granted as compensatory awards and held in a trust in order to achieve certain tax benefits under Irish law, after which the shares (to the extent vested) will be released to the reporting person. Of these awards, 1,899,067 are restricted shares that remain subject to service-based vesting conditions and 905,877 are restricted shares that remain subject to service- and performance-based vesting conditions. The remaining 2,255,090 shares are no longer subject to vesting conditions but remain subject to disposal restrictions.
  2. F2. Restricted Stock Units convert into Ordinary Shares on a one-for-one basis. This award will fully vest on April 30, 2030, subject to the reporting person's continued service.

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FAQ

What does Aengus Kelly’s Form 3 for AerCap (AER) report?
The Form 3 reports Aengus Kelly’s initial ownership in AerCap, including direct and indirect Ordinary Shares and Restricted Stock Units. It details service- and performance-based vesting conditions and disposal restrictions attached to large compensatory share awards held through a trust.

How many AerCap (AER) Ordinary Shares does Aengus Kelly hold directly?
Aengus Kelly is reported to hold 1,189,206 AerCap Ordinary Shares directly. This is in addition to indirect holdings through his spouse and the AerCap Equity Incentive Plans Trust, plus 500,000 Restricted Stock Units that may convert into Ordinary Shares in the future.

What Restricted Stock Units does Aengus Kelly have in AerCap (AER)?
The report shows 500,000 Restricted Stock Units for Aengus Kelly, convertible one-for-one into AerCap Ordinary Shares. According to the disclosure, this award will fully vest on April 30, 2030, provided he continues in service through that date.

What AerCap (AER) shares are held for Aengus Kelly by the Equity Incentive Plans Trust?
The AerCap Equity Incentive Plans Trust holds 5,060,034 Ordinary Shares as compensatory awards. Of these, 1,899,067 are subject to service-based vesting, 905,877 have both service and performance conditions, and 2,255,090 are vested but restricted from disposal.

Does Aengus Kelly have indirect AerCap (AER) holdings through family?
Yes. The disclosure notes 81,725 AerCap Ordinary Shares held indirectly through his spouse. These are reported as indirect ownership, separate from his direct shareholdings and awards held via the AerCap Equity Incentive Plans Trust.

Are all AerCap (AER) trust shares for Aengus Kelly fully vested?
No. Of the 5,060,034 AerCap Ordinary Shares held via the Equity Incentive Plans Trust, 1,899,067 remain subject to service-based vesting and 905,877 to both service and performance vesting. The remaining 2,255,090 are vested but still subject to disposal restrictions.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Kelly Aengus
(Last)(First)(Middle)
AERCAP HOUSE, 65 ST. STEPHEN'S GREEN
(Street)
DUBLIND02 YX20
(City)(State)(Zip)
IRELAND
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026		3. Issuer Name and Ticker or Trading Symbol
AerCap Holdings N.V. [ AER ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares1,189,206D
Ordinary Shares81,725IBy spouse
Ordinary Shares5,060,034IBy AerCap Equity Incentive Plans Trust(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units (2) (2)Ordinary Shares500,000(2)D
Explanation of Responses:
1. Represents Ordinary Shares granted as compensatory awards and held in a trust in order to achieve certain tax benefits under Irish law, after which the shares (to the extent vested) will be released to the reporting person. Of these awards, 1,899,067 are restricted shares that remain subject to service-based vesting conditions and 905,877 are restricted shares that remain subject to service- and performance-based vesting conditions. The remaining 2,255,090 shares are no longer subject to vesting conditions but remain subject to disposal restrictions.
2. Restricted Stock Units convert into Ordinary Shares on a one-for-one basis. This award will fully vest on April 30, 2030, subject to the reporting person's continued service.
/s/ Aengus Kelly03/18/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR