Warden Robert G 4

4 · AerCap Holdings N.V. · Filed Apr 17, 2026

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Updated Apr 18, 2026

AerCap (AER) Director Robert G. Warden Receives RSUs, Sells for Taxes

What Happened

Robert G. Warden, a director of AerCap Holdings N.V. (AER), had restricted stock units (RSUs) vest and convert into 3,345 ordinary shares on 2026-04-15.
To satisfy tax withholding obligations, 1,238 of those shares were surrendered/sold at $148.97 per share for proceeds of $184,425. The remaining vested RSUs converted to ordinary shares and were issued to him.
The filing shows conversion/derivative entries for 807, 1,069 and 1,469 shares (zero-dollar entries) tied to RSU grants from Jan 1, 2024–2026.

Key Details

Transaction date: 2026-04-15; Form 4 filed 2026-04-17 (timely filing).
Conversions/vests: 3,345 shares acquired via RSU conversion (code M) at $0.00 per share.
Tax withholding: 1,238 shares disposed to cover taxes (code F) at $148.97 per share = $184,425.
Footnotes: F2–F4 note the vesting/conversion of RSUs granted on Jan 1, 2026; Jan 1, 2025; and Jan 1, 2024 (each RSU converts one-for-one to an Ordinary Share). F1 explains the tax-withholding sale.
Shares owned after the transaction: not specified in the Form 4.

Context

This was an award/vesting event (RSUs converting to shares), not an open-market purchase or a voluntary sale for investment purposes. The withholding/sale of shares to cover taxes is a common, routine administrative action following vesting and does not necessarily indicate a change in the insider’s view of the company.

Form 4

Period: 2026-04-15

Director

Transactions

Exercise/Conversion
Ordinary Shares
2026-04-15+3,345→ 31,667 total
Tax Payment
Ordinary Shares
[F1]
2026-04-15$148.97/sh−1,238$184,425→ 30,429 total
Exercise/Conversion
Restricted Stock Units
[F2]
2026-04-15−807→ 0 total
→ Ordinary Shares (807 underlying)
Exercise/Conversion
Restricted Stock Units
[F3]
2026-04-15−1,069→ 0 total
→ Ordinary Shares (1,069 underlying)
Exercise/Conversion
Restricted Stock Units
[F4]
2026-04-15−1,469→ 0 total
→ Ordinary Shares (1,469 underlying)

Footnotes (4)

[F1]Represents the satisfaction of tax withholding obligations in connection with the vesting of the Restricted Stock Units ("RSUs").
[F2]Represents the vesting of all RSUs granted on January 1, 2026. Each RSU converts to an Ordinary Share on a one-for-one basis.
[F3]Represents the vesting of all RSUs granted on January 1, 2025. Each RSU converts to an Ordinary Share on a one-for-one basis.
[F4]Represents the vesting of all RSUs granted on January 1, 2024. Each RSU converts to an Ordinary Share on a one-for-one basis.

Signature

/s/ Robert Warden|2026-04-17

1 file