AerCap (AER) director Warden nets 2,107 shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

AerCap Holdings N.V. director Robert G. Warden reported the vesting and conversion of 3,345 Restricted Stock Units into Ordinary Shares on April 15, 2026. The RSUs, granted in 2024, 2025 and 2026, each converted into one Ordinary Share.

To cover tax withholding obligations related to this vesting, 1,238 Ordinary Shares were withheld at a value of $148.97 per share, rather than sold in the open market. After these transactions, Warden directly holds 30,429 Ordinary Shares, reflecting a routine compensation-related equity vesting event.

Insights

Equity compensation analyst

Director’s RSU vesting is routine compensation, not an open‑market trade.

Director Robert G. Warden saw 3,345 Restricted Stock Units vest and convert into AerCap Ordinary Shares on April 15, 2026. This stems from prior grants made on January 1, 2024, January 1, 2025 and January 1, 2026, each RSU converting one-for-one into common equity.

Of these shares, 1,238 were withheld at $148.97 per share to satisfy tax obligations, a non-market F-code disposition. Warden’s direct holdings move to 30,429 shares, and no remaining RSU or option positions are listed, indicating these particular awards are fully settled as equity.

Insider Trade Summary

3,345 shares exercised/converted

Mixed 5 txns

Insider Warden Robert G

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	807	$0.00	--
Exercise	Restricted Stock Units	1,069	$0.00	--
Exercise	Restricted Stock Units	1,469	$0.00	--
Exercise	Ordinary Shares	3,345	$0.00	--
Tax Withholding	Ordinary Shares	1,238	$148.97	$184K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Ordinary Shares — 31,667 shares (Direct)

Footnotes (1)

1. Represents the satisfaction of tax withholding obligations in connection with the vesting of the Restricted Stock Units ("RSUs"). Represents the vesting of all RSUs granted on January 1, 2026. Each RSU converts to an Ordinary Share on a one-for-one basis. Represents the vesting of all RSUs granted on January 1, 2025. Each RSU converts to an Ordinary Share on a one-for-one basis. Represents the vesting of all RSUs granted on January 1, 2024. Each RSU converts to an Ordinary Share on a one-for-one basis.

Key Figures

RSUs vested: 3,345 units Shares withheld for taxes: 1,238 shares Value per withheld share: $148.97/share +3 more

6 metrics

RSUs vested 3,345 units Converted into Ordinary Shares on April 15, 2026

Shares withheld for taxes 1,238 shares Tax withholding disposition at $148.97 per share

Value per withheld share $148.97/share Used for tax-withholding share disposition

Net new shares from vesting 2,107 shares RSUs converted minus tax-withholding shares

Shares held after transactions 30,429 shares Direct Ordinary Share ownership after April 15, 2026

RSU grant dates January 1, 2024/2025/2026 All RSUs from these grants vested and converted

Key Terms

Restricted Stock Units, tax withholding obligations, Ordinary Shares, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"Represents the vesting of all RSUs granted on January 1, 2026."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents the satisfaction of tax withholding obligations in connection with the vesting"

Ordinary Shares financial

"Each RSU converts to an Ordinary Share on a one-for-one basis."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Warden Robert G

(Last) (First) (Middle)

AERCAP HOUSE

65 ST. STEPHEN'S GREEN

(Street)

DUBLIN D02 YX20

(City) (State) (Zip)

IRELAND

(Country)

2. Issuer Name and Ticker or Trading Symbol
AerCap Holdings N.V. [ AER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	04/15/2026		M		3,345	A	$0	31,667	D
Ordinary Shares	04/15/2026		F(1)		1,238	D	$148.97	30,429	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	04/15/2026		M			807	(2)	(2)	Ordinary Shares	807	$0	0	D
Restricted Stock Units	(3)	04/15/2026		M			1,069	(3)	(3)	Ordinary Shares	1,069	$0	0	D
Restricted Stock Units	(4)	04/15/2026		M			1,469	(4)	(4)	Ordinary Shares	1,469	$0	0	D

Explanation of Responses:

1. Represents the satisfaction of tax withholding obligations in connection with the vesting of the Restricted Stock Units ("RSUs").

2. Represents the vesting of all RSUs granted on January 1, 2026. Each RSU converts to an Ordinary Share on a one-for-one basis.

3. Represents the vesting of all RSUs granted on January 1, 2025. Each RSU converts to an Ordinary Share on a one-for-one basis.

4. Represents the vesting of all RSUs granted on January 1, 2024. Each RSU converts to an Ordinary Share on a one-for-one basis.

	/s/ Robert Warden	04/17/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)

FAQ

What insider transaction did AerCap (AER) director Robert G. Warden report?

Robert G. Warden reported the vesting and conversion of 3,345 Restricted Stock Units into AerCap Ordinary Shares. These RSUs came from grants made in 2024, 2025 and 2026, each converting one-for-one into common shares as part of his equity compensation.

How many AerCap (AER) shares did Robert G. Warden receive after tax withholding?

Warden had 3,345 shares from RSU vesting, with 1,238 shares withheld to cover taxes. This implies he effectively retained 2,107 newly issued Ordinary Shares as part of the transaction, increasing his direct equity stake in AerCap through compensation rather than market purchases.

Was there an open-market sale in Robert G. Warden’s AerCap (AER) Form 4 filing?

No open-market sale was reported. The only disposition was 1,238 Ordinary Shares withheld at $148.97 per share to satisfy tax obligations on RSU vesting, a standard Form 4 F-code event rather than a discretionary sale into the market.

What is Robert G. Warden’s AerCap (AER) shareholding after the reported Form 4 transactions?

Following the RSU vesting and tax withholding entries, Warden directly holds 30,429 AerCap Ordinary Shares. This figure reflects his updated direct ownership after all the April 15, 2026 compensation-related equity conversions and associated tax-withholding share transfers.

What do the AerCap (AER) Form 4 footnotes say about the RSU grants and vesting?

The footnotes state that all RSUs granted on January 1, 2024, 2025 and 2026 vested, each converting into one Ordinary Share. They also clarify that the 1,238-share disposition represents tax withholding obligations tied to this vesting event.