Director exits Air Lease (AL) stake in $65-per-share cash merger

Rhea-AI Filing Summary

Air Lease Corporation director Yvette Hollingsworth Clark fully disposed of her equity as part of a cash merger. She surrendered 25,288.82 shares of Class A common stock at $65.00 per share, receiving cash consideration as the company became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company.

The disposition also covered equity awards. This included 5,984 vested but deferred restricted stock units, with accrued dividend equivalent rights, and 2,698 unvested restricted stock units. These awards were cancelled and converted into cash based on the same $65.00 per-share price at the merger’s effective time, leaving her with no remaining shares reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clark Yvette Hollingsworth

Role Director

Type	Security	Shares	Price	Value
Disposition	Air Lease Corporation - Class A Common Stock	25,288.82	$65.00	$1.64M

Holdings After Transaction: Air Lease Corporation - Class A Common Stock — 0 shares (Direct)

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 (i) 5,984 vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued on such 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 vested but deferred RSUs, and (ii) 2,698 unvested 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 upon the reporting person's separation from service at the Effective Time.

Key Figures

Shares disposed: 25,288.82 shares Merger cash price: $65.00 per share Vested RSUs cancelled: 5,984 RSUs +2 more

5 metrics

Shares disposed 25,288.82 shares Class A common stock cancelled in merger

Merger cash price $65.00 per share Cash consideration for each Air Lease common share

Vested RSUs cancelled 5,984 RSUs Vested but deferred RSUs plus dividend equivalents converted to cash

Unvested RSUs cancelled 2,698 RSUs Unvested RSUs converted to cash upon separation at Effective Time

Post-transaction holdings 0 shares Total Class A common shares held after merger disposition

Key Terms

Agreement and Plan of Merger, restricted stock units, dividend equivalent rights, Effective Time, +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.

restricted stock units financial

"The shares of Common Stock reported as disposed...include (i) 5,984 vested but deferred restricted stock units..."

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.

dividend equivalent rights financial

"5,984 vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued on such RSUs..."

Dividend equivalent rights are promises that mirror the cash payments shareholders get from a company’s profits, but they are paid to holders of certain awards (like stock options or restricted stock units) rather than to actual shares. Think of them as a paycheck top‑up that matches dividends while the award is not yet a real stock, and they matter to investors because they add to employee compensation costs and potential share dilution, affecting company profitability and per‑share value.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share..."

indirect wholly owned subsidiary financial

"the Issuer surviving as an indirect wholly owned subsidiary of Parent (the "Merger")."

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^*

Clark Yvette Hollingsworth

(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
	Officer (give title below)		Other (specify below)

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)		25,288.82(2)	D	$65	0	D

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 (i) 5,984 vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued on such 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 vested but deferred RSUs, and (ii) 2,698 unvested 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 upon the reporting person's separation from service at the Effective Time.

	/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 did Air Lease (AL) director Yvette Hollingsworth Clark report in this Form 4?

She reported disposing of her entire reported Air Lease equity position in connection with a merger. 25,288.82 Class A shares were surrendered for $65.00 per share in cash as Air Lease became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation.

Was Yvette Hollingsworth Clark’s Air Lease (AL) transaction an open-market sale?

No, the Form 4 describes a disposition to the issuer tied to a merger. Each Air Lease Class A share was automatically cancelled and converted into the right to receive $65.00 per share in cash at the merger’s effective time, rather than sold on the open market.

How many Air Lease (AL) shares did the director dispose of and at what price?

The Form 4 shows a disposition of 25,288.82 shares of Air Lease Class A common stock. Each share was converted into the right to receive $65.00 in cash, without interest, under the merger agreement’s per-share cash consideration terms.

What happened to Yvette Hollingsworth Clark’s Air Lease (AL) restricted stock units?

Her 5,984 vested but deferred RSUs, including dividend equivalents, and 2,698 unvested RSUs were cancelled in the merger. Each unit was converted into a cash payment equal to $65.00 multiplied by the number of RSUs, subject to applicable tax withholding requirements.

Does the Form 4 show any remaining Air Lease (AL) shares held by the director after the merger?

No, the filing reports zero shares of Air Lease Class A common stock held following the transaction. All reported common shares and related restricted stock units were cancelled and converted into cash consideration at the $65.00 per-share merger price.