Kelly Aengus 4

4 · AerCap Holdings N.V. · Filed Apr 21, 2026

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Updated Apr 22, 2026

AerCap (AER) CEO Kelly Aengus Converts RSUs; Shares Withheld for Taxes

What Happened

Kelly Aengus, CEO of AerCap Holdings N.V. (AER), converted 500,000 restricted stock units (RSUs) into restricted ordinary shares on 2026-04-20 (recorded as an exercise/conversion). The conversion was reported as acquired at $0.00 per share. To satisfy tax withholding obligations, 152,010 shares were surrendered/withheld at $147.45 per share for a total tax-withholding value of $22,413,875. The RSUs converted remain restricted and are held by the AerCap Equity Incentive Plans Trust.

Key Details

Transaction dates: 2026-04-20; Form 4 filed 2026-04-21 (timely).
Conversions/exercises: 500,000 RSUs converted to restricted shares (reported as M; acquired at $0.00).
Tax withholding: 152,010 shares withheld (F) at $147.45/share = $22,413,875.
Footnotes:
- F1: Describes compensatory shares held by the AerCap Equity Incentive Plans Trust (various remaining restricted and restricted-but-disposal-restricted share totals disclosed in the filing).
- F2: Withholding satisfied tax obligations related to the RSU conversion.
- F3: The 500,000 RSUs were originally awarded 5/12/2025 and convert one-for-one to restricted shares; they will vest on 4/30/2030 and are held in the Trust until transfer or forfeiture.
Shares owned after transaction: The filing shows the converted shares remain held in the AerCap Equity Incentive Plans Trust for the reporting person; the converted 500,000 remain subject to vesting and transfer rules (see F3). The filing excerpt does not indicate a market sale by the insider.

Context

This was an RSU conversion and tax-withholding event (common administrative step), not an open-market sale for investment purposes. The withholding of 152,010 shares to cover taxes is effectively a cashless settlement of withholding obligations and does not necessarily reflect a change in the CEO’s investment view. Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (share withholding).

Form 4

Period: 2026-04-20

DirectorChief Executive Officer

Transactions

Exercise/Conversion
Ordinary Shares
[F1]
2026-04-20+500,000→ 5,560,034 total(indirect: By Trust)
Tax Payment
Ordinary Shares
[F2][F1]
2026-04-20$147.45/sh−152,010$22,413,875→ 5,408,024 total(indirect: By Trust)
Exercise/Conversion
Restricted Share Units
[F3]
2026-04-20−500,000→ 0 total
→ Ordinary Shares (500,000 underlying)

Holdings

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.

Signature

/s/ Aengus Kelly|2026-04-21

1 file