Kelly Aengus 4

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).