Air Lease Corp (AL) EVP details RSU acceleration tied to pending merger

Rhea-AI Filing Summary

Air Lease Corporation executive reports equity award vesting and tax withholding transactions. The EVP, Marketing of Air Lease Corp (AL) reported multiple transactions in Class A common stock dated 12/31/2025. The filing shows performance-based restricted stock units granted in 2023, 2024 and 2025 vesting and converting into shares at a price of $0 per share, while separate entries reflect shares withheld at $64.23 per share to cover tax obligations through net settlement.

The 2024 and 2025 performance-based RSU vesting was accelerated as part of a Section 280G mitigation effort related to pending transactions under an Agreement and Plan of Merger dated September 1, 2025 among Air Lease Corporation, Sumisho Air Lease Corporation Designated Activity Company and Takeoff Merger Sub Inc. Following these transactions, the reporting person directly beneficially owned 36,317 shares of Air Lease Class A common stock.

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

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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^*

Beker David

(Last) (First) (Middle)

C/O AIR LEASE CORPORATION

2000 AVENUE OF THE STARS, SUITE 1000N

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, MARKETING

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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

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

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	12/31/2025		A		13,194(1)	A	$0	27,164	D
Air Lease Corporation - Class A Common Stock	12/31/2025		F		6,701	D	$64.23	20,463	D
Air Lease Corporation - Class A Common Stock	12/31/2025		A		19,560(2)	A	$0	40,023	D
Air Lease Corporation - Class A Common Stock	12/31/2025		F		9,933	D	$64.23	30,090	D
Air Lease Corporation - Class A Common Stock	12/31/2025		A		16,403(3)	A	$0	46,493	D
Air Lease Corporation - Class A Common Stock	12/31/2025		F		8,330	D	$64.23	38,163	D
Air Lease Corporation - Class A Common Stock	12/31/2025		F		1,846(4)	D	$64.23	36,317	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. Shares issued upon the vesting of performance-based restricted stock units granted to the reporting person in 2023 under the Air Lease Corporation 2014 Equity Incentive Plan.

2. Represents performance-based restricted stock units granted to the reporting person in 2024 that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2026. The vesting of the portion reflected herein was accelerated in order to mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and certain of its employees in connection with the pending transactions contemplated by the Agreement and Plan of Merger, dated September 1, 2025, by and among the Issuer, Sumisho Air Lease Corporation Designated Activity Company (formerly known as Gladiatora Designated Activity Company) and Takeoff Merger Sub Inc. (the "Section 280G Mitigation").

3. Represents performance-based restricted stock units granted to the reporting person in 2025 that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2027. The vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation.

4. Represents shares retained by the Issuer for tax withholding purposes in connection with the net-settlement of time-based restricted stock units granted to the reporting person in 2023, 2024 and 2025 that were scheduled to vest on February 25, 2026. The vesting of these restricted stock units was accelerated in connection with the Section 280G Mitigation.

	/s/ Lauren Jaeger, Attorney-in-Fact	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Air Lease Corp (AL) report in this Form 4?

The EVP, Marketing of Air Lease Corp reported multiple equity transactions on 12/31/2025, including the vesting of performance-based restricted stock units and the withholding of shares to cover taxes.

How many Air Lease Corp (AL) shares does the executive own after these transactions?

After the reported transactions, the EVP, Marketing directly beneficially owned 36,317 shares of Air Lease Corporation Class A common stock.

What types of equity awards were involved for the Air Lease Corp (AL) executive?

The filing describes performance-based restricted stock units granted in 2023, 2024 and 2025 and time-based restricted stock units scheduled to vest on February 25, 2026, which either vested or had vesting accelerated.

Why were some Air Lease Corp (AL) RSU vesting dates accelerated?

The vesting of certain performance-based and time-based restricted stock units was accelerated in connection with Section 280G Mitigation, designed to address potential tax impacts under Sections 280G and 4999 of the Internal Revenue Code in light of pending merger transactions.

What price was used for the Air Lease Corp (AL) tax withholding share entries?

Shares retained by the issuer for tax withholding in several transactions were recorded at a price of $64.23 per share.

How is the pending merger related to these Air Lease Corp (AL) equity transactions?

The document notes that the accelerated vesting was in connection with pending transactions under an Agreement and Plan of Merger dated September 1, 2025 among Air Lease Corporation, Sumisho Air Lease Corporation Designated Activity Company and Takeoff Merger Sub Inc.

Did the Air Lease Corp (AL) executive receive any shares without paying cash?

Yes. The filing shows multiple entries where shares were acquired at $0 per share upon vesting of restricted stock units, reflecting equity compensation rather than open-market purchases.