AerCap (AER) CEO Aengus Kelly converts 500,000 RSUs, 152,010 shares withheld for tax

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.

Insider Trade Summary

500,000 shares exercised/converted

Mixed 5 txns

Insider Kelly Aengus

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	500,000	$0.00	--
Exercise	Ordinary Shares	500,000	$0.00	--
Tax Withholding	Ordinary Shares	152,010	$147.45	$22.41M
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Restricted Share Units — 0 shares (Direct, null); Ordinary Shares — 5,560,034 shares (Indirect, By AerCap Holdings N.V. Equity Incentive Plans Trust); Ordinary Shares — 1,189,206 shares (Direct, null)

Footnotes (1)

1. 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. Represents the satisfaction of tax withholding obligations in connection with the conversion of the RSUs. 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

Restricted Share Units financial

"On May 12, 2025, the reporting person was awarded 500,000 restricted share units ("RSUs")."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

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"

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^*

Kelly Aengus

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

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	04/20/2026		M(1)		500,000	A	$0	5,560,034	I	By AerCap Holdings N.V. Equity Incentive Plans Trust(1)
Ordinary Shares	04/20/2026		F(2)		152,010	D	$147.45	5,408,024	I	By AerCap Holdings N.V. Equity Incentive Plans Trust(1)
Ordinary Shares								1,189,206	D
Ordinary Shares								81,725	I	By spouse

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 Share Units	(3)	04/20/2026		M			500,000	(3)	(3)	Ordinary Shares	500,000	(3)	0	D

Explanation of Responses:

1. 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.

2. Represents the satisfaction of tax withholding obligations in connection with the conversion of the RSUs.

3. 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.

	/s/ Aengus Kelly	04/21/2026
	** 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 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.

How many AerCap (AER) shares were withheld for taxes in this filing?

The filing shows 152,010 Ordinary Shares withheld at $147.45 per share to satisfy tax obligations when 500,000 Restricted Share Units converted into restricted shares. This represents a tax-withholding disposition, not an open-market sale by Aengus Kelly.

What are Aengus Kelly’s reported AerCap (AER) share holdings after these transactions?

After the reported transactions, a trust held 5,560,034 Ordinary Shares for Aengus Kelly’s benefit. He also reported 1,189,206 Ordinary Shares held directly and 81,725 Ordinary Shares held indirectly through his spouse, according to the Form 4 data.

When do the 500,000 restricted AerCap (AER) shares vest for Aengus Kelly?

The 500,000 restricted shares that arose from converting Restricted Share Units are scheduled to vest on April 30, 2030. Until vesting, they are held by the AerCap Holdings N.V. Equity Incentive Plans Trust and remain subject to the award agreement’s service-vesting conditions.

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.