AerCap CEO converts 500,000 RSUs, withholds shares for tax
AerCap Holdings N.V.
Rhea-AI Filing Summary
AerCap Holdings N.V. Chief Executive Officer Aengus Kelly reported equity compensation-related transactions involving Ordinary Shares and Restricted Share Units. On April 20, 2026, 500,000 Restricted Share Units awarded on May 12, 2025 converted on a one-for-one basis into restricted Ordinary Shares held by the AerCap Holdings N.V. Equity Incentive Plans Trust for his benefit.
A portion of these restricted shares, 152,010 Ordinary Shares at $147.45 per share, was withheld to satisfy tax withholding obligations related to the conversion. Following these events, the trust held 5,560,034 Ordinary Shares, while Kelly also reported 1,189,206 Ordinary Shares held directly and 81,725 Ordinary Shares held indirectly by his spouse. The 500,000 restricted shares are scheduled to vest on April 30, 2030, and many of the trust-held shares remain subject to service-based, performance-based, or disposal restrictions.
Positive
- None.
Negative
- None.
Insider Trade Summary
500,000 shares exercised/converted
Exercise
5 txns
Insider
Kelly Aengus
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 500,000 | $0.00 | $0.00 |
| Exercise | Ordinary Shares | 500,000 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Ordinary Shares | 152,010 | $147.45 | $22.41M |
| holding | Ordinary Shares | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Restricted Share Units — 0 contracts (Direct);
Ordinary Shares — 5,408,024 shares (Indirect, By AerCap Holdings N.V. Equity Incentive Plans Trust);
Ordinary Shares — 1,189,206 shares (Direct);
Ordinary Shares — 81,725 shares (Indirect, By spouse)
Footnotes (3)
- F1. 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, 2,247,057 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.
- F2. Represents the satisfaction of tax withholding obligations in connection with the conversion of the RSUs.
- F3. On May 12, 2025, the reporting person was awarded 500,000 restricted share units ("RSUs"). The RSUs have converted into restricted shares subject to service-vesting conditions on a one-for-one basis. The restricted shares are held by the AerCap Holdings N.V. Equity Incentive Plans Trust for the benefit of the reporting person until the restricted shares are required to be transferred to the reporting person in accordance with the terms of the award agreement or are forfeited. A portion of the restricted shares were withheld to pay taxes incurred by the reporting person in connection with the conversion. The 500,000 restricted shares will vest on April 30, 2030.
Key Figures
RSUs converted: 500,000 units
Tax-withheld shares: 152,010 shares
Withholding price: $147.45 per share
+5 more
8 metrics
RSUs converted
500,000 units
Restricted Share Units converting into restricted Ordinary Shares
Tax-withheld shares
152,010 shares
Shares withheld to satisfy tax obligations on RSU conversion
Withholding price
$147.45 per share
Price used for 152,010 withheld Ordinary Shares
Trust-held shares after
5,560,034 shares
Ordinary Shares held by Equity Incentive Plans Trust following transactions
Direct holdings
1,189,206 shares
Ordinary Shares held directly by Aengus Kelly after transactions
Spouse holdings
81,725 shares
Ordinary Shares held indirectly by spouse after transactions
Vest date
April 30, 2030
Scheduled vesting date for 500,000 restricted shares
Service-vesting restricted shares
2,247,057 shares
Restricted shares subject to service-based vesting conditions in trust
Key Terms
Restricted Share Units, tax withholding obligations, service-based vesting conditions, performance-based vesting conditions, +1 more
5 terms
tax withholding obligations financial
"Represents the satisfaction of tax withholding obligations in connection with the conversion of the RSUs."
service-based vesting conditions financial
"2,247,057 are restricted shares that remain subject to service-based vesting conditions"
performance-based vesting conditions financial
"905,877 are restricted shares that remain subject to service- and performance-based vesting conditions."
Equity Incentive Plans Trust financial
"held by the AerCap Holdings N.V. Equity Incentive Plans Trust for the benefit of the reporting person"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity transactions did Aengus Kelly report in AerCap (AER) Form 4?
Aengus Kelly reported conversion of 500,000 Restricted Share Units into restricted Ordinary Shares held in a trust, plus related tax-withholding dispositions of 152,010 shares. These are compensation and tax events, not open-market purchases or sales of AerCap stock.
What is the AerCap Equity Incentive Plans Trust mentioned in AER’s Form 4?
The AerCap Holdings N.V. Equity Incentive Plans Trust holds compensatory Ordinary Shares for Aengus Kelly to achieve certain Irish tax benefits. Many of these shares are restricted, subject to service-based or performance-based vesting conditions and, in some cases, disposal restrictions before transfer.
Were there any open-market buys or sells by Aengus Kelly in this AerCap (AER) Form 4?
The Form 4 shows derivative exercises and tax-withholding dispositions, not open-market purchases or sales. The key actions are conversion of 500,000 Restricted Share Units into restricted shares and withholding of 152,010 shares to cover tax liabilities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
