AerSale (ASLE) officer’s Form 4 shows small, pre-planned tax-related share sale

Rhea-AI Filing Summary

AerSale Corp officer Enrique Pizzi reported an insider transaction primarily tied to equity compensation. On June 9, 2026, he sold 3,122 shares of common stock at an average price of $6.3403 per share. A footnote explains this was a “sell to cover” transaction to satisfy tax withholding obligations from the vesting and settlement of 9,212 restricted stock units, executed automatically under the company’s equity plan and pursuant to a Rule 10b5-1 trading plan adopted in August 2023. After the sale, Pizzi directly held 81,224 AerSale shares. Another footnote notes additional shares purchased through the company’s employee stock purchase plan in 2025 and 2026.

Insights

Insider transactions analyst

Small, pre-planned tax-related sale tied to RSU vesting.

The filing shows 3,122 AerSale common shares sold at $6.3403 per share by officer Enrique Pizzi. A footnote states this was a “sell to cover” for tax withholding on 9,212 RSUs that vested and settled.

The transaction was executed automatically under the equity plan and pursuant to a Rule 10b5-1 trading plan, indicating it was pre-planned rather than opportunistic. After the sale, Pizzi held 81,224 shares, so the disposition represents a relatively small portion of his direct holdings.

The footnotes also note ongoing ownership building through the employee stock purchase plan, including 1,019 shares at $5.398 and 264 shares at $4.93. Overall, this looks like routine compensation and tax management rather than a directional signal.

Insider Trade Summary 10b5-1

Net Seller: 3,122 shares ($19,794)

Net Sell 1 txn

Insider Pizzi Enrique

Role See Remarks

Sold 3,122 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Common Stock	3,122	$6.3403	$20K

Holdings After Transaction: Common Stock — 81,224 shares (Direct, null)

Footnotes (1)

1. Reflects a "sell to cover" transaction to cover tax withholding obligations in connection with the vesting and settlement of 9,212 restricted stock units ("RSUs") previously granted to the reporting person. Such transaction was effected automatically in accordance with the equity plan requirements and pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2023 to cover tax withholding obligations in connection with the vesting of the reporting person's RSUs. Reflects addition of shares purchased under the Issuer's ESPP, 1,019 shares at $5.398 in June 2026 and 264 shares at $4.93 in November 2025.

Key Figures

Shares sold: 3,122 shares Average sale price: $6.3403 per share Shares held after transaction: 81,224 shares +3 more

6 metrics

Shares sold 3,122 shares Open-market sale on June 9, 2026

Average sale price $6.3403 per share Sell-to-cover transaction

Shares held after transaction 81,224 shares Direct ownership following sale

RSUs vested 9,212 units Restricted stock units vesting linked to tax sale

ESPP purchase June 2026 1,019 shares at $5.398 Shares bought under ESPP

ESPP purchase November 2025 264 shares at $4.93 Shares bought under ESPP

Key Terms

sell to cover, restricted stock units ("RSUs"), Rule 10b5-1 trading plan, equity plan requirements, +1 more

5 terms

sell to cover financial

"Reflects a "sell to cover" transaction to cover tax withholding obligations"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units ("RSUs") financial

"in connection with the vesting and settlement of 9,212 restricted stock units ("RSUs")"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Rule 10b5-1 trading plan regulatory

"pursuant to a Rule 10b5-1 trading plan adopted by the reporting person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

equity plan requirements financial

"Such transaction was effected automatically in accordance with the equity plan requirements"

ESPP financial

"Reflects addition of shares purchased under the Issuer's ESPP"

An Employee Stock Purchase Plan (ESPP) is a company program that lets employees buy the company’s shares at a reduced price, usually by setting aside a small portion of their pay over time. It matters to investors because it encourages employees to own part of the business—like giving staff a discounted membership— which can boost commitment and performance, while also potentially increasing the number of shares available and affecting shareholder value.

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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).

X

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^*

Pizzi Enrique

(Last) (First) (Middle)

9850 NW 41ST STREET, SUITE 400

(Street)

DORAL FLORIDA 33178

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
AerSale Corp [ ASLE ]

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

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
Common Stock	06/09/2026		S(1)		3,122(1)	D	$6.3403	81,224(2)	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

Explanation of Responses:

1. Reflects a "sell to cover" transaction to cover tax withholding obligations in connection with the vesting and settlement of 9,212 restricted stock units ("RSUs") previously granted to the reporting person. Such transaction was effected automatically in accordance with the equity plan requirements and pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 14, 2023 to cover tax withholding obligations in connection with the vesting of the reporting person's RSUs.

2. Reflects addition of shares purchased under the Issuer's ESPP, 1,019 shares at $5.398 in June 2026 and 264 shares at $4.93 in November 2025.

Remarks:

Chief Information Officer

	/s/ Martin Garmendia as Attorney in Fact for Enrique Pizzi	06/11/2026
	** 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 AerSale (ASLE) officer Enrique Pizzi report?

AerSale officer Enrique Pizzi reported selling 3,122 shares of common stock at $6.3403 per share. The sale was a “sell to cover” transaction related to RSU vesting and associated tax withholding, rather than a discretionary open-market liquidation of a large position.

Why did Enrique Pizzi sell AerSale (ASLE) shares according to the Form 4?

The sale was to cover tax withholding obligations from the vesting and settlement of 9,212 restricted stock units. A footnote explains the transaction occurred automatically under the equity plan and a pre-established Rule 10b5-1 trading plan adopted in August 2023.

How many AerSale (ASLE) shares does Enrique Pizzi hold after this Form 4 transaction?

Following the 3,122-share sale, Enrique Pizzi directly holds 81,224 AerSale common shares. This context shows the reported sale is relatively small compared with his remaining position, which continues to reflect a sizeable direct equity stake in the company.

What RSU activity for AerSale (ASLE) was disclosed in this Form 4 filing?

The filing notes the vesting and settlement of 9,212 restricted stock units previously granted to Enrique Pizzi. The related share sale was used to satisfy tax withholding obligations triggered by this vesting event, consistent with the company’s equity compensation plan requirements.

Does the AerSale (ASLE) Form 4 mention a Rule 10b5-1 trading plan?

Yes. The footnote states the sell-to-cover transaction was executed pursuant to a Rule 10b5-1 trading plan adopted by Enrique Pizzi on August 14, 2023. Such plans pre-arrange trades, indicating this tax-related sale was scheduled rather than timed in reaction to short-term market conditions.

What ESPP purchases for AerSale (ASLE) are referenced in the Form 4 footnotes?

The Form 4 notes additional shares acquired under AerSale’s employee stock purchase plan: 1,019 shares at $5.398 in June 2026 and 264 shares at $4.93 in November 2025. These purchases reflect ongoing participation in the company’s employee ownership programs.