AerCap Holdings (AER) Announces 26.72M Secondary Share Offering, Concurrent Share Buyback

AerCap Holdings N.V. ("AerCap" or the "Company") (NYSE: AER) today announced that GE Capital US Holdings, Inc. (the "Selling Shareholder"), a wholly owned subsidiary of General Electric Company, is offering 26,721,633 ordinary shares of AerCap through an underwritten public offering (the "Secondary Offering"). In addition, the Selling Shareholder expects to grant to the underwriters a 30-day option to purchase up to 4,008,245 additional ordinary shares from the Selling Shareholder (the "Option"). If the underwriters exercise the Option in full, General Electric Company will cease to beneficially own any of AerCap's ordinary shares. AerCap will not receive any proceeds from the sale of the ordinary shares.

As part of the Secondary Offering, the Company is proposing to purchase approximately $500 million of its ordinary shares from the underwriters at a price per ordinary share equal to the price at which the underwriters purchase the ordinary shares from the Selling Shareholder in the Secondary Offering (the "Share Repurchase"). The Company intends to fund the Share Repurchase, which will be consummated pursuant to, and count toward, AerCap's previously announced share repurchase programs, with cash on hand. The underwriters will not receive any underwriting discount for the shares purchased by the Company.

Goldman Sachs & Co. LLC, Citigroup, Deutsche Bank Securities, BNP PARIBAS, BofA Securities and J.P. Morgan are acting as joint bookrunning managers for the Secondary Offering.

The Company has filed a registration statement (including a prospectus) on Form F-3 with the U.S. Securities and Exchange Commission (the "SEC") for the Secondary Offering to which this communication relates. The registration statement automatically became effective upon filing on March 7, 2023. A preliminary prospectus supplement relating to the Secondary Offering has also been filed with the SEC. Investors should read the accompanying prospectus, dated March 7, 2023, the preliminary prospectus supplement relating to the Secondary Offering, dated November 13, 2023, and documents the Company has filed with the SEC for more complete information about the Company and the Secondary Offering.

These documents may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov. The prospectus supplement and accompanying prospectus relating to the Secondary Offering may also be obtained from: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, or by emailing [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-800-831-9146; Deutsche Bank Securities Inc., Attn: Prospectus Department, at 1 Columbus Circle, New York, NY 10019, by telephone at (800) 503-4611 or by email at [email protected]; BNP Paribas Securities Corp., by email at [email protected]; BofA Securities, Attention: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, or by email at [email protected]; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 1-866-803-9204, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company's ordinary shares or any other securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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