[8-K] AIR LEASE CORP Reports Material Event

Rhea-AI Filing Summary

Air Lease Corporation held a special stockholder meeting on December 18, 2025, where investors approved the previously announced Agreement and Plan of Merger dated September 1, 2025 among the company, Sumisho Air Lease Corporation Designated Activity Company and Takeoff Merger Sub Inc. The merger proposal passed with 90,161,531 votes for, 376,139 against and 209,541 abstentions, indicating very strong support.

Stockholders also approved, on a non-binding advisory basis, the merger-related compensation for named executive officers, with 85,504,317 votes for, 5,002,106 against and 240,788 abstentions. An adjournment proposal received sufficient support but ultimately was not needed because the merger proposal had already secured enough votes. The company issued a press release with the final voting results, furnished as Exhibit 99.1.

Insights

M&A and corporate governance analyst

Shareholders strongly approved Air Lease’s merger and related pay packages.

Stockholders of Air Lease Corporation voted overwhelmingly in favor of the merger with Sumisho Air Lease Corporation Designated Activity Company, with 90,161,531 votes supporting the transaction and only 376,139 opposed. Such a wide margin signals broad shareholder alignment with the board’s recommendation and the strategic direction implied by the merger agreement.

The advisory vote on executive compensation tied to the merger also passed, with 85,504,317 votes for and 5,002,106 against, suggesting investors generally accept how management will be compensated upon completion of the deal. The adjournment proposal was approved but not used because the merger already had enough support. Future disclosures in company communications and regulatory materials would be expected to focus on closing steps and integration once conditions in the merger agreement are satisfied.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

December 18, 2025

Date of Report

(Date of earliest event reported)

AIR LEASE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-35121		27-1840403
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2000 Avenue of the Stars, Suite 1000N
Los Angeles, California		90067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 553-0555

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		AL		New York Stock Exchange
3.700% Medium-Term Notes, Series A, due April 15, 2030		AL30		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders (the “Special Meeting”) of Air Lease Corporation (the “Company”) was held on December 18, 2025.

At the Special Meeting, the Company’s stockholders (i) approved and adopted the Agreement and Plan of Merger, dated as of September 1, 2025, by and among the Company, Sumisho Air Lease Corporation Designated Activity Company (formerly known as Gladiatora Designated Activity Company), an Irish private limited company (“Parent”), and Takeoff Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent, and the consummation of the transactions contemplated thereby, including the merger described therein (the “Merger Proposal”), (ii) approved, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger (the “Compensation Proposal”), and (iii) approved the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”). The Adjournment Proposal was not required because there were sufficient votes at the time of the Special Meeting to approve the Merger Proposal.

Set forth below are the final voting tallies for each of the proposals submitted for approval at the Special Meeting:

The Merger Proposal

For		Against		Abstain		Broker Non-Votes
90,161,531		376,139		209,541		N/A

The Compensation Proposal

For		Against		Abstain		Broker Non-Votes
85,504,317		5,002,106		240,788		N/A

The Adjournment Proposal

For		Against		Abstain		Broker Non-Votes
87,077,604		3,679,872		248,611		258,876

Item 7.01 Regulation FD Disclosure

On December 18, 2025, the Company issued a press release announcing the final voting results of the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

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The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated December 18, 2025.
104		The cover page from this Current Report on Form 8-K formatted in Inline XBRL.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				AIR LEASE CORPORATION
Date: December 18, 2025						/s/ Carol H. Forsyte
						Carol H. Forsyte
						Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer

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