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[Form 4] AerCap Holdings N.V. Insider Trading Activity

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

AerCap Holdings N.V. Chief Executive Officer Aengus Kelly reported open-market sales of a total of 50,000 Ordinary Shares on May 6, 2026, through both direct holdings and shares held by his spouse. The sales, all coded as open-market transactions, were executed at weighted average prices including $147.59, $148.43, $149.19 and $150.35, with underlying trade price ranges from $146.84 to $150.55 as noted in the footnotes. Following these transactions, Kelly directly holds 1,186,643 Ordinary Shares, while his spouse holds 79,163 Ordinary Shares indirectly. In addition, 5,408,024 Ordinary Shares are held for his benefit in the AerCap Holdings N.V. Equity Incentive Plans Trust, comprising unvested service-based and performance-based restricted shares and vested shares subject to disposal restrictions.

Positive

  • None.

Negative

  • None.
Insider Kelly Aengus
Role Chief Executive Officer
Sold 50,000 shs ($7.44M)
Type Security Shares Price Value
Sale Ordinary Shares 2,563 $147.59 $378K
Sale Ordinary Shares 11,162 $148.43 $1.66M
Sale Ordinary Shares 8,204 $149.19 $1.22M
Sale Ordinary Shares 3,071 $150.35 $462K
Sale Ordinary Shares 2,562 $147.59 $378K
Sale Ordinary Shares 11,163 $148.43 $1.66M
Sale Ordinary Shares 8,204 $149.19 $1.22M
Sale Ordinary Shares 3,071 $150.35 $462K
holding Ordinary Shares -- -- --
Holdings After Transaction: Ordinary Shares — 1,186,643 shares (Direct, null); Ordinary Shares — 79,163 shares (Indirect, By spouse)
Footnotes (1)
  1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.84 to $147.84, inclusive. The reporting person undertakes to provide to AerCap Holdings N.V. ("AER"), any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.84 to $148.84, inclusive. The reporting person undertakes to provide to AER, any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.84 to $149.81, inclusive. The reporting person undertakes to provide to AER, any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.84 to $150.55, inclusive. The reporting person undertakes to provide to AER, any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein. Represents Ordinary Shares granted as compensatory awards and held by the AerCap Holdings N.V. Equity Incentive Plans 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, 852,192 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 3,649,955 shares are no longer subject to vesting conditions but remain subject to disposal restrictions.
Shares sold 50,000 shares Total Ordinary Shares sold on May 6, 2026
Weighted average sale price $150.35/share One sale bucket price for 3,071 shares
Weighted average sale price $149.19/share One sale bucket price for 8,204 shares
Weighted average sale price $148.43/share One sale bucket price for 11,163 and 11,162 shares
Weighted average sale price $147.59/share One sale bucket price for 2,562 and 2,563 shares
Direct holdings after sale 1,186,643 shares Ordinary Shares directly held by Aengus Kelly
Spouse holdings after sale 79,163 shares Ordinary Shares held indirectly by spouse
Trust holdings 5,408,024 shares Equity Incentive Plans Trust shares for CEO
weighted average price financial
"The price reported is a weighted average price. These shares were sold in multiple transactions..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
restricted shares financial
"Of these awards, 852,192 are restricted shares that remain subject to service-based vesting conditions..."
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
service-based vesting conditions financial
"852,192 are restricted shares that remain subject to service-based vesting conditions..."
service- and performance-based vesting conditions financial
"905,877 are restricted shares that remain subject to service- and performance-based vesting conditions..."
disposal restrictions financial
"The remaining 3,649,955 shares are no longer subject to vesting conditions but remain subject to disposal restrictions."
Equity Incentive Plans Trust financial
"held by the AerCap Holdings N.V. Equity Incentive Plans Trust in order to achieve certain tax benefits..."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Kelly Aengus
(Last)(First)(Middle)
AERCAP HOUSE
65 ST. STEPHEN'S GREEN
(Street)
DUBLIND02 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares05/06/2026S2,563D$147.59(1)1,186,643D
Ordinary Shares05/06/2026S11,162D$148.43(2)1,175,481D
Ordinary Shares05/06/2026S8,204D$149.19(3)1,167,277D
Ordinary Shares05/06/2026S3,071D$150.35(4)1,164,206D
Ordinary Shares05/06/2026S2,562D$147.59(1)79,163IBy spouse
Ordinary Shares05/06/2026S11,163D$148.43(2)68,000IBy spouse
Ordinary Shares05/06/2026S8,204D$149.19(3)59,796IBy spouse
Ordinary Shares05/06/2026S3,071D$150.35(4)56,725IBy spouse
Ordinary Shares5,408,024IBy AerCap Holdings N.V. Equity Incentive Plans Trust(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.84 to $147.84, inclusive. The reporting person undertakes to provide to AerCap Holdings N.V. ("AER"), any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.84 to $148.84, inclusive. The reporting person undertakes to provide to AER, any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $148.84 to $149.81, inclusive. The reporting person undertakes to provide to AER, any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein.
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.84 to $150.55, inclusive. The reporting person undertakes to provide to AER, any security holder of AER or the Staff of the Commission upon request, full information regarding the number of Ordinary Shares sold at each separate price within the ranges set forth herein.
5. Represents Ordinary Shares granted as compensatory awards and held by the AerCap Holdings N.V. Equity Incentive Plans 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, 852,192 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 3,649,955 shares are no longer subject to vesting conditions but remain subject to disposal restrictions.
/s/ Aengus Kelly05/08/2026
** 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 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)

Source: View Original Filing on SEC EDGAR