Air Lease Corp (AL) CEO details RSU vesting and merger-linked tax moves

Rhea-AI Filing Summary

Air Lease Corp CEO and President, who also serves as a director, reported multiple transactions in Class A common stock dated December 31, 2025. The filing shows the vesting of 171,338 shares from performance-based restricted stock units granted in 2023 under the Air Lease Corporation 2014 Equity Incentive Plan, and an additional 143,642 performance-based restricted stock units granted in 2024 that vested at this time.

The 2024 awards were originally scheduled to vest based on performance through December 31, 2026, but a portion vested early to help mitigate potential tax effects under Sections 280G and 4999 of the Internal Revenue Code related to pending merger transactions under an Agreement and Plan of Merger dated September 1, 2025. To cover tax obligations, the reporting person had 87,007 and 72,942 shares withheld or surrendered at a price of $64.23 per share. After these transactions, the reporting person directly owned 880,972 shares, with an additional 500-share positions reported as indirectly owned by a son, for which beneficial ownership is expressly disclaimed except for any pecuniary interest.

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^*

Plueger John L

(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)

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

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		171,338(1)	A	$0	897,279	D
Air Lease Corporation - Class A Common Stock	12/31/2025		F		87,007	D	$64.23	810,272	D
Air Lease Corporation - Class A Common Stock	12/31/2025		A		143,642(2)	A	$0	953,914	D
Air Lease Corporation - Class A Common Stock	12/31/2025		F		72,942	D	$64.23	880,972	D
Air Lease Corporation - Class A Common Stock								500	I	See footnote(3)
Air Lease Corporation - Class A Common Stock								500	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. 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.

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	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 transactions in Air Lease Corp (AL) stock were reported on December 31, 2025?

The CEO and President of Air Lease Corp, who is also a director, reported several transactions in Class A common stock on December 31, 2025. These included the vesting of performance-based restricted stock units from 2023 and 2024 equity awards and related share withholding transactions to satisfy tax obligations at a price of $64.23 per share.

How many Air Lease Corp shares vested from the CEO’s 2023 and 2024 equity awards?

According to the filing, 171,338 shares were issued upon the vesting of performance-based restricted stock units granted in 2023 under the Air Lease Corporation 2014 Equity Incentive Plan. In addition, 143,642 performance-based restricted stock units granted in 2024 vested as part of the reported transactions.

Why were certain 2024 performance-based restricted stock units for Air Lease Corp’s CEO vested early?

The filing states that the 2024 performance-based restricted stock units were scheduled to vest or be forfeited based on performance through December 31, 2026. A portion of these units vested early to mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code on Air Lease Corp and certain employees in connection with pending transactions under the Agreement and Plan of Merger dated September 1, 2025.

What share price was used for tax-related withholding on the Air Lease Corp CEO’s stock awards?

To address tax obligations linked to the vesting of equity awards, the CEO had 87,007 and 72,942 shares reported as disposed of with a transaction code “F” at a price of $64.23 per share. These transactions reflect shares withheld or surrendered to satisfy tax withholding requirements.

How many Air Lease Corp shares does the CEO beneficially own after these transactions?

Following the reported transactions on December 31, 2025, the filing shows that the CEO directly beneficially owned 880,972 shares of Air Lease Corporation Class A common stock. The report also lists 500-share positions owned by one of the reporting person’s sons, for which the CEO expressly disclaims beneficial ownership except for any pecuniary interest.

What is the relationship between the reported equity awards and Air Lease Corp’s pending merger?

The explanation notes that the early vesting of part of the 2024 performance-based restricted stock units was undertaken to mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code on Air Lease Corp and certain employees. This is tied to pending transactions under an Agreement and Plan of Merger dated September 1, 2025 involving the issuer and specified merger counterparties.