Large equity grant and tax share withholding at Air Lease (AL)

Rhea-AI Filing Summary

Air Lease director Steven F. Udvar-Hazy received a grant of 122,595 shares of Air Lease Corporation Class A common stock at no cost, following vesting of performance-based restricted stock units awarded under the 2014 Equity Incentive Plan. On the same date, 46,737 shares were disposed of at $64.66 per share to cover tax obligations. He now directly holds 1,363,224 shares, with additional indirect holdings reported through family members, trusts, and related entities.

Insights

Equity compensation analyst

Director receives stock award; shares withheld for taxes.

Steven F. Udvar-Hazy received 122,595 Air Lease Class A shares through vesting of performance-based restricted stock units granted under the 2014 Equity Incentive Plan. This is compensation in equity form, not an open-market purchase.

Separately, 46,737 shares were disposed of at $64.66 per share to satisfy tax obligations related to the award, a common feature of equity plans. The report also details substantial indirect holdings through family members, trusts, and entities, with explicit beneficial ownership disclaimers for some positions.

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

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^*

UDVAR-HAZY STEVEN F

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		122,595(1)	A	$0	1,409,961	D
Air Lease Corporation - Class A Common Stock	02/12/2026		F		46,737	D	$64.66	1,363,224	D
Air Lease Corporation - Class A Common Stock								30,745	I	See footnote(2)
Air Lease Corporation - Class A Common Stock								14,050	I	See footnote(3)
Air Lease Corporation - Class A Common Stock								19,500	I	See footnote(3)
Air Lease Corporation - Class A Common Stock								10,000	I	See footnote(4)
Air Lease Corporation - Class A Common Stock								21,500	I	See footnote(4)
Air Lease Corporation - Class A Common Stock								1,300	I	See footnote(5)
Air Lease Corporation- Class A Common Stock								1,300	I	See footnote(5)
Air Lease Corporation- Class A Common Stock								1,300	I	See footnote(5)
Air Lease Corporation - Class A Common Stock								31,000	I	See footnote(6)
Air Lease Corporation - Class A Common Stock								321,350	I	See footnote(7)
Air Lease Corporation - Class A Common Stock								71,000	I	See footnote(8)
Air Lease Corporation - Class A Common Stock								2,640,000	I	See footnote(9)
Air Lease Corporation - Class A Common Stock								955,526	I	See footnote(10)

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. These shares are owned by the reporting person's wife. 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 purpose.

3. These shares are owned by one of the reporting person's daughters. 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 purpose.

4. 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 an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

5. These shares are held by the reporting person as custodian for one of the reporting person's grandchildren under the California Uniform Transfers to Minors Act. 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 an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

6. These shares are held by Emerald Financial LLC. A separate trust for each of the reporting person's four children owns 25% of the membership interests of Emerald LLC. 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 purpose.

7. These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder.

8. These shares are held by Ocean Equities, Inc. which is 100% owned by the Hazy Family Community Property Trust 5/28/85 of which the reporting person is the trustee and beneficial owner.

9. These shares are held by the Hazy Family Community Property Trust 5/28/85, of which the reporting person is the trustee and beneficial owner.

10. These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.

	/s/ Lauren Jaeger, Attorney-in-Fact	02/17/2026
	** 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.

FAQ

What insider transactions did Steven F. Udvar-Hazy report for Air Lease (AL)?

Steven F. Udvar-Hazy reported receiving 122,595 shares of Air Lease Class A common stock from vesting performance-based restricted stock units, and disposing of 46,737 shares at $64.66 per share to cover related tax obligations, while updating his direct and indirect share holdings.

Was the Air Lease (AL) insider transaction a market purchase or sale?

The reported activity was not an open-market trade. Udvar-Hazy received 122,595 shares as an equity award and 46,737 shares were disposed of at $64.66 per share specifically to satisfy tax liabilities tied to that vesting, rather than a discretionary market sale.

How many Air Lease (AL) shares does Steven F. Udvar-Hazy hold directly after these Form 4 transactions?

After the reported award and tax-withholding disposition, Udvar-Hazy directly holds 1,363,224 shares of Air Lease Corporation Class A common stock. This direct position reflects his personal holdings, separate from additional indirect interests reported through various family members, trusts, and related entities.

What equity plan was used for Steven F. Udvar-Hazy’s Air Lease (AL) stock award?

The 122,595-share grant resulted from vesting of performance-based restricted stock units granted in 2023 under the Air Lease Corporation 2014 Equity Incentive Plan. This plan provides stock-based compensation tied to performance metrics, aligning director incentives with company outcomes over time.

How are Udvar-Hazy’s indirect Air Lease (AL) holdings structured according to the Form 4?

Indirect holdings are reported through his wife, children, grandchildren, and entities such as Emerald Financial LLC, Air Intercontinental, Inc., Ocean Equities, Inc., and family trusts. Footnotes state he disclaims beneficial ownership for certain family accounts except for any pecuniary interest he may have.