| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 |
3. Issuer Name and Ticker or Trading Symbol
AerCap Holdings N.V. [ AER ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|---|---|---|---|
| Ordinary Shares | 1,189,206 | D | |
| Ordinary Shares | 81,725 | I | By spouse |
| Ordinary Shares | 5,060,034 | I | By AerCap Equity Incentive Plans Trust(1) |
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (2) | (2) | Ordinary Shares | 500,000 | (2) | D | |
| Explanation of Responses: |
| 1. Represents Ordinary Shares granted as compensatory awards and held in a 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, 1,899,067 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. Restricted Stock Units convert into Ordinary Shares on a one-for-one basis. This award will fully vest on April 30, 2030, subject to the reporting person's continued service. |
| /s/ Aengus Kelly | 03/18/2026 | |
| ** 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 5 (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.