Air Lease (AL) CEO equity cashed out at $65 per share in merger

Rhea-AI Filing Summary

SUMISHO AIR LEASE CORP, parent of Air Lease Corporation, completed a merger in which each share of Air Lease Class A common stock was cancelled and converted into the right to receive $65.00 in cash per share.

Director and CEO John L. Plueger reported dispositions to the issuer of 867,726 directly held shares, reflecting this cash-out merger consideration. A footnote explains that certain reported shares are owned by one of his sons, and he disclaims beneficial ownership except for any pecuniary interest. The filing also notes that 27,482 unvested RSUs were cancelled and converted into cash-based awards tied to the same vesting terms that applied immediately before the merger’s effective time.

Insights

Corporate actions analyst

Filing shows CEO’s equity cashed out in an all-cash merger.

The disclosure reflects completion of a merger where Air Lease became an indirect wholly owned subsidiary of Sumisho Air Lease’s parent. Each share of Class A common stock was converted into the right to receive $65.00 in cash.

CEO and president John L. Plueger reports disposition to the issuer of 867,726 directly held shares, plus certain indirectly held family shares, as part of this conversion. Additionally, 27,482 RSUs became cash-based awards that keep their prior vesting conditions.

The transactions are merger-driven rather than open-market trades, so they mainly document how existing equity and unvested awards were treated at closing, rather than signaling a change in management’s market view of the stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Plueger John L

Role CEO AND PRESIDENT

Type	Security	Shares	Price	Value
Disposition	Air Lease Corporation - Class A Common Stock	867,726	$65.00	$56.40M
Disposition	Air Lease Corporation - Class A Common Stock	500	$65.00	$33K
Disposition	Air Lease Corporation - Class A Common Stock	500	$65.00	$33K

Holdings After Transaction: Air Lease Corporation - Class A Common Stock — 0 shares (Direct); Air Lease Corporation - Class A Common Stock — 0 shares (Indirect, See footnote)

Footnotes (1)

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), with Sumisho Air Lease Corporation Designated Activity Company, an Irish private limited company ("Parent"), and Takeoff Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Common Stock") that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $65.00 per share in cash, without interest thereon (the "Per Share Price"). The shares of Common Stock reported as disposed by the reporting person include 27,482 unvested restricted stock units ("RSUs"), which were cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of the Per Share Price and the total number of unvested RSUs (the "Converted Cash Awards"). The Converted Cash Awards are subject to the same vesting terms and conditions as applied to such RSUs immediately prior to the Effective Time. These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.

Key Figures

Merger cash price: $65.00 per share Direct shares disposed: 867,726 shares Unvested RSUs converted: 27,482 RSUs +2 more

5 metrics

Merger cash price $65.00 per share Cash consideration for each Air Lease Class A share at effective time

Direct shares disposed 867,726 shares John L. Plueger issuer disposition of Class A common stock

Unvested RSUs converted 27,482 RSUs Cancelled and converted into cash awards at $65.00 per share

Transaction date April 8, 2026 Date of reported issuer dispositions in Form 4

Reported dispose transactions 3 transactions All categorized as issuer dispositions of non-derivative stock

Key Terms

Agreement and Plan of Merger, Per Share Price, restricted stock units, Converted Cash Awards, +1 more

5 terms

Agreement and Plan of Merger regulatory

"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), with Sumisho Air Lease Corporation..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Per Share Price financial

"converted into the right to receive $65.00 per share in cash... (the "Per Share Price")."

restricted stock units financial

"include 27,482 unvested restricted stock units ("RSUs"), which were cancelled and converted..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Converted Cash Awards financial

"RSUs... converted into the right to receive an amount in cash... (the "Converted Cash Awards")."

Section 16 regulatory

"shall not be deemed to be an admission of beneficial ownership... for purposes of Section 16 or for any other purposes."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Plueger John L

(Last) (First) (Middle)

C/O AIR LEASE CORPORATION

2000 AVENUE OF THE STARS, SUITE 1000N

(Street)

LOS ANGELES CALIFORNIA 90067

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SUMISHO AIR LEASE CORP [ AL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO AND PRESIDENT

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Air Lease Corporation - Class A Common Stock	04/08/2026		D(1)		867,726(2)	D	$65	0	D
Air Lease Corporation - Class A Common Stock	04/08/2026		D(1)		500	D	$65	0	I	See footnote(3)
Air Lease Corporation - Class A Common Stock	04/08/2026		D(1)		500	D	$65	0	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), with Sumisho Air Lease Corporation Designated Activity Company, an Irish private limited company ("Parent"), and Takeoff Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of the Issuer's Class A common stock, par value $0.01 per share ("Common Stock") that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled, extinguished and converted into the right to receive $65.00 per share in cash, without interest thereon (the "Per Share Price").

2. The shares of Common Stock reported as disposed by the reporting person include 27,482 unvested restricted stock units ("RSUs"), which were cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of the Per Share Price and the total number of unvested RSUs (the "Converted Cash Awards"). The Converted Cash Awards are subject to the same vesting terms and conditions as applied to such RSUs immediately prior to the Effective Time.

3. These shares are owned by one of the reporting person's sons. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.

	/s/ Lauren Jaeger, Attorney-in-Fact	04/10/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

FAQ

What does the John L. Plueger Form 4 for SUMISHO AIR LEASE CORP (AL) show?

The Form 4 shows CEO John L. Plueger’s Air Lease Class A shares were cancelled in a merger and converted into $65.00 per share cash consideration. It documents issuer dispositions tied to the company’s acquisition by Sumisho Air Lease’s parent.

At what price were Air Lease Corporation shares converted in the AL merger?

Each Air Lease Corporation Class A common share was converted into the right to receive $65.00 in cash, without interest. This all-cash consideration applied to shares outstanding immediately before the merger’s effective time, as described in the merger agreement footnote.

How many Air Lease shares did CEO John L. Plueger dispose of in this Form 4?

John L. Plueger reported an issuer disposition of 867,726 directly held shares of Air Lease Class A common stock at the $65.00 merger price. Additional indirectly reported shares relate to family holdings, with a specific disclaimer of beneficial ownership.

What happened to John L. Plueger’s unvested RSUs in the AL merger?

The filing states that 27,482 unvested RSUs were cancelled and converted into cash-based awards. Each award equals the merger’s $65.00 per share price times the RSU count and continues under the same vesting terms that applied immediately before the effective time.

How are family-held Air Lease shares treated in John L. Plueger’s AL Form 4?

Some reported shares are owned by one of John L. Plueger’s sons. The footnote clarifies he disclaims beneficial ownership of those shares except for any pecuniary interest, and their inclusion does not admit beneficial ownership for Section 16 or other purposes.

Did John L. Plueger make an open-market sale of AL stock in this Form 4?

No, the Form 4 reports a disposition to the issuer under a merger, not an open-market sale. Shares were automatically cancelled and converted into the $65.00 cash merger consideration when Air Lease became an indirect wholly owned subsidiary of the new parent.