Air Lease director exits in $65 cash merger

Air Lease Corporation director Susan McCaw disposed of all her equity in connection with the company’s merger.

Rhea-AI Filing Summary

Air Lease Corporation director Susan McCaw disposed of all her equity in connection with the company’s merger. She surrendered 30,942.1 shares of Class A common stock at a cash merger price of $65.00 per share. This followed a merger in which Takeoff Merger Sub Inc. combined with Air Lease, leaving the issuer as an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company.

The disposition also covered 18,438.88 vested but deferred restricted stock units and 2,698 unvested RSUs, including related dividend equivalent rights. These awards were cancelled and converted into cash based on the same $65.00 per share price. After these transactions, McCaw reported holding zero shares of Air Lease common stock.

Insider Trade Summary

Disposition: 30,942.1 shares

Disposition 1 txn

Insider McCaw Susan

Role Director

Type	Security	Shares	Price	Value
Disposition	Air Lease Corporation - Class A Common Stock	30,942.1	$65.00	$2.01M

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

Footnotes (2)

1. F1. 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. F2. The shares of Common Stock reported as disposed by the reporting person include (i) 18,438.88 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: 30,942.1 shares Merger cash price: $65.00 per share Vested deferred RSUs: 18,438.88 units +2 more

5 metrics

Shares disposed 30,942.1 shares Class A common stock cancelled in merger

Merger cash price $65.00 per share Per Share Price in cash merger consideration

Vested deferred RSUs 18,438.88 units Vested but deferred RSUs cancelled for cash at $65

Unvested RSUs 2,698 units Unvested RSUs cancelled for cash upon separation at Effective Time

Shares after transaction 0 shares Total Class A shares held by Susan McCaw post-merger

Key Terms

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

Effective Time regulatory

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

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock units financial

"vested but deferred restricted stock units ("RSUs"), including dividend equivalent rights accrued…"

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

"including dividend equivalent rights accrued on such RSUs, which were cancelled and converted…"

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.

Per Share Price financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Susan McCaw report in her Form 4 for Air Lease (AL)?

Director Susan McCaw reported disposing of 30,942.1 Air Lease Class A shares in a merger transaction. Each share was converted into the right to receive $65.00 in cash, leaving her with no reported common stock holdings after completion of the deal.

How were Air Lease (AL) shares treated in the Sumisho Air Lease merger?

Each issued and outstanding Air Lease Class A common share was automatically cancelled at the merger’s effective time. Holders received the right to $65.00 per share in cash, without interest, as the company became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation.

What happened to Susan McCaw’s RSUs in the Air Lease (AL) merger?

Her vested but deferred RSUs and unvested RSUs were cancelled and converted into cash based on the $65.00 per share merger price. This included 18,438.88 vested deferred RSUs and 2,698 unvested RSUs, along with accrued dividend equivalent rights, subject to applicable tax withholding.

Did Susan McCaw retain any Air Lease (AL) shares after the merger?

No. After the merger-related disposition, her Form 4 reports zero shares of Air Lease Class A common stock held. All reported shares and RSU-based rights were cancelled and converted into cash at $65.00 per share under the merger agreement’s terms.

Who acquired Air Lease Corporation in the transaction involving Susan McCaw’s shares?

Air Lease became an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company. Takeoff Merger Sub Inc. merged with Air Lease, and at the effective time, all issued and outstanding Class A shares were cancelled for a $65.00 per share cash consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 09:00 PM Learn about SEC filing dates

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^*

McCaw Susan

(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)		30,942.1(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) 18,438.88 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)