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Sumisho Air Lease Corporation (AL) has filed a Form S-4 to register an exchange offer for up to $4.0 billion of senior notes, issuing registered notes in place of unregistered notes with the same principal amounts, coupons and maturities, but without transfer restrictions, registration rights or Additional Interest.
The offer covers $800 million 4.400% notes due 2028, $1.2 billion 4.500% notes due 2029, $1.5 billion 4.850% notes due 2031 and $500 million 5.500% notes due 2036. The company will receive no cash proceeds; exchanged notes simply replace existing ones, which will be cancelled, so total indebtedness does not increase.
Sumisho Air Lease describes itself as one of the largest aircraft lessors, with an owned fleet of 488 aircraft and flight equipment net book value of $23.9 billion as of June 30, 2026, 99.5% utilization over the prior six months and about 85% of fleet carrying value in new-technology aircraft. Risk factors emphasize a $20.3 billion debt load, interest payments of $413.4 million for the last six months of 2026, exposure to interest rate and credit-rating changes, and the unsecured notes’ effective subordination to secured debt.
Sumisho Air Lease Corporation, formerly Air Lease, reports its first Form 10‑Q after a leveraged take‑private completed on April 8, 2026. The company remains one of the largest aircraft lessors, with an owned fleet of 488 aircraft and flight equipment net book value of $23.9 billion as of June 30, 2026.
The merger valued the Class A common stock at $65.00 per share, with total merger consideration of $11.9 billion, including $7.4 billion to common holders and $3.6 billion used to extinguish debt. Funding came from $5.0 billion of new senior notes and term loans plus $5.4 billion of equity from Sumitomo, SMBC Aviation Capital, Apollo and Brookfield, who now hold all voting power through privately held Class C shares.
At June 30, 2026, total assets were $30.5 billion and total debt financing was $20.3 billion, leaving stockholders’ equity of $6.1 billion. The successor period from April 8–June 30, 2026 shows revenue of $575.3 million, interest expense of $249.2 million and a net loss of $7.7 million after $11.1 million in preferred dividends.
The company sold its OEM orderbook to SMBC Aviation Capital for $1.5 billion and now carries $5.1 billion of flight equipment held for sale (86 aircraft), largely under portfolio sale agreements with affiliates of Apollo and Brookfield. Maintenance right assets recognized in purchase accounting total $4.25 billion, and minimum future lease rentals on operating leases are $16.4 billion, providing multi‑year contracted cash flow. Management highlights substantial indebtedness, reliance on lessee performance and large planned asset sales as key ongoing risks.
Sumisho Air Lease Corporation reported significantly lower profitability for the Non-GAAP combined three months ended June 30, 2026. Rental of flight equipment revenue fell about 10.0% to $611.1 million, and total revenues declined to $641.1 million, down 12.4% from the prior-year quarter. Gain on aircraft sales and trading decreased to $30.1 million from $53.0 million, reflecting the impact of acquisition accounting and lower management fee income.
Excluding a prior-year $344.0 million insurance recovery on the Russian fleet, operating expenses rose 6.9% to about $630.0 million, driven by $64.8 million of merger-related costs and higher interest expense, partly offset by lower depreciation. Net income attributable to common stockholders dropped to $7.2 million from $374.1 million, while adjusted net income before income taxes declined to $126.4 million from $157.4 million, with adjusted pre-tax margin at 19.7%.
The company ended June 30, 2026 with 488 owned aircraft and total assets of $30.5 billion. Net book value of flight equipment subject to operating leases was $23.9 billion, down from $29.1 billion, reflecting fair value adjustments and reclassification of about $4.5 billion of assets to held for sale. Debt financing, net, was $20.0 billion, with roughly 74% fixed-rate and about 99% unsecured, and composite cost of funds at 4.33%. Liquidity totaled $3.5 billion, including $368.6 million of cash and about $3.1 billion of undrawn revolver capacity. The aircraft sales pipeline was $5.1 billion, and in July 2026 the company entered into $1.15 billion of new unsecured term loans.
Sumisho Air Lease Corporation filed an amended report to update the estimated costs of a previously announced workforce reduction tied to its merger with Takeoff Merger Sub Inc., after which the company became an indirect subsidiary of Sumisho Air Lease Corporation Designated Activity Company. The company now expects to incur approximately $53.3 million in costs related to this workforce reduction, mainly for severance based on employee tenure and continued benefits for a set period after termination. These costs are currently expected to be recognized during the second and third quarters of 2026, and the estimate does not include any income tax effects.
Sumisho Air Lease Corporation reported essentially flat revenue but sharply lower profit for the quarter ended March 31, 2026, while closing a major change in ownership after period-end. Total revenue was $739.2 million, up 0.1% year over year, as higher lease rental income from a 496‑aircraft fleet offset lower aircraft sales and management fees.
Net income attributable to common stockholders fell to $114.8 million, or $1.02 per diluted share, from $364.8 million, or $3.26 per diluted share, mainly because the prior year included a large $331.9 million insurance recovery related to aircraft detained in Russia and higher gains on sales. Cash from operating activities strengthened to $503.3 million, supporting a $28.9 billion owned fleet and $33.2 billion of total assets.
As of March 31, 2026 the company carried $19.9 billion of debt, 99.2% unsecured after the April 8, 2026 merger. That merger converted each Class A share into $65.00 in cash, took the company private under a new holding structure backed by Sumitomo, SMBC Aviation Capital, Apollo and Brookfield, transferred the $11.8 billion undelivered aircraft orderbook to SMBC AC, and installed SMBC AC as exclusive servicer for aircraft leased to non‑U.S. airlines.
Sumisho Air Lease Corporation reported first quarter 2026 results showing largely stable underlying performance but sharply lower GAAP earnings versus a one-time-boosted prior year. Revenue was $739.2 million, essentially flat with $738.3 million a year earlier, while net income attributable to common stockholders fell to $114.8 million, or $1.02 diluted EPS, from $364.8 million, or $3.26 per share, mainly because 2025 included a $331.9 million recovery related to its former Russian fleet.
On a non-GAAP basis, adjusted net income before income taxes was $165.4 million versus $169.5 million, and adjusted diluted earnings per share before income taxes slipped to $1.47 from $1.51. The company ended March 31, 2026 with $28.9 billion of flight equipment subject to operating leases, a 496-aircraft owned fleet, and total assets of $33.2 billion. During the quarter it took delivery of 12 aircraft representing $780 million in investments, sold six aircraft for $275 million in proceeds, and maintained adjusted pre-tax margin near prior-year levels at 22.4%.
Sumisho Air Lease also completed its previously announced merger on April 8, 2026, with Air Lease Corporation becoming an indirect subsidiary of a new holding company jointly owned by Sumitomo Corporation, SMBC Aviation Capital and affiliates of Apollo and Brookfield.
Sumisho Air Lease Corporation, formerly Air Lease Corporation, filed an amendment to its annual report to add governance, director and executive compensation details that were previously expected to appear in a proxy statement. This follows its April 8, 2026 merger, after which the company became an indirect subsidiary of Sumisho Air Lease Corporation Designated Activity Company.
At the merger’s effective time, each outstanding share of Class A common stock was converted into the right to receive $65.00 in cash per share, subject to withholding taxes. The filing describes the replacement of the prior board with three new director‑executives, changes to committee structures, and updated bylaws.
The amendment provides extensive disclosure on 2025 named executive officer pay, including salaries, annual bonuses tied to revenue and adjusted net income before income taxes, and performance‑based and time‑based RSUs. It also outlines stock ownership guidelines, an expanded clawback policy, anti‑hedging and anti‑pledging rules, and the treatment of equity awards and severance around the merger.
Vanguard Portfolio Management reported beneficial ownership of 6,261,881 shares of Air Lease Corp common stock, representing 5.58% of the class. The filing states Vanguard has sole dispositive power over 6,261,881 shares and sole voting power for 12,591 shares. Holdings include shares managed for Vanguard funds and other client accounts.
Sumisho Air Lease Corporation approved a new 2026 Annual Cash Bonus Plan for its officers. The plan, effective April 15, 2026, replaces the company’s 2025 cash bonus plan.
The plan provides annual cash Incentive Awards that are tied to both individual and corporate performance goals. All officers of the company and its subsidiaries may be eligible, but only if specifically designated as Participants by the Board of Directors in its sole discretion.