Merger cashes out Air Lease (AL) director’s 54,927 shares at $65

Rhea-AI Filing Summary

Air Lease Corporation director Ian M. Saines reported a full disposition of his equity position in connection with the company’s merger. On the merger’s effective time, 54,926.97 shares of Class A common stock were cancelled and converted into the right to receive $65.00 per share in cash, leaving him with zero shares.

The disposed equity includes 37,029.97 vested but deferred restricted stock units with related dividend equivalent rights and 2,698 unvested restricted stock units, which were similarly cancelled and converted into cash at the same per share price under the merger agreement.

Insights

Equity compensation and M&A specialist

Director’s equity was cashed out at $65 per share due to the merger, not via open-market selling.

The transaction reflects a change-of-control event where Merger Sub combined with Air Lease Corporation, making it an indirect wholly owned subsidiary of Sumisho Air Lease Corporation Designated Activity Company. All outstanding Class A common shares were cancelled and converted into a cash right of $65.00 per share.

Saines’ 54,926.97 shares and related restricted stock units were disposed to the issuer as part of this uniform treatment, with total post-transaction holdings reduced to zero. This is mechanical merger consideration rather than discretionary trading, so the informational value for ongoing trading sentiment is limited.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Saines Ian M

Role Director

Type	Security	Shares	Price	Value
Disposition	Air Lease Corporation - Class A Common Stock	54,926.97	$65.00	$3.57M

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) 37,029.97 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: 54,926.97 shares Per Share Price: $65.00 per share Vested deferred RSUs cancelled: 37,029.97 RSUs +2 more

5 metrics

Shares disposed 54,926.97 shares Class A common stock cancelled at merger effective time

Per Share Price $65.00 per share Cash consideration for each Class A common share under merger agreement

Vested deferred RSUs cancelled 37,029.97 RSUs Vested but deferred RSUs and dividend equivalents converted to cash

Unvested RSUs cancelled 2,698 RSUs Unvested RSUs converted to cash upon separation at effective time

Post-transaction holdings 0.0000 shares Total Air Lease Class A shares held directly after 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 financial

"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 37,029.97 vested but deferred restricted stock units ("RSUs")..."

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

"37,029.97 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 financial

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

Per Share Price financial

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

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^*

Saines Ian M

(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)		54,926.97(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) 37,029.97 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 Ian M. Saines report in this Form 4 filing?

Ian M. Saines reported the disposition of 54,926.97 shares of Air Lease Class A common stock. These shares were cancelled in a merger and converted into the right to receive $65.00 per share in cash, reducing his direct holdings to zero.

How was the $65.00 per share amount for Air Lease (AL) determined in the merger?

The $65.00 per share cash amount is defined as the Per Share Price in the Agreement and Plan of Merger. Each issued and outstanding share of Air Lease’s Class A common stock was automatically cancelled and converted into this fixed cash right at the merger’s effective time.

Did Ian M. Saines sell Air Lease (AL) shares on the open market?

No, the Form 4 describes a disposition to the issuer as part of a merger. His shares were automatically cancelled and converted into cash consideration at $65.00 per share, rather than being sold through open-market transactions at prevailing market prices.

What happened to Ian M. Saines’ restricted stock units in Air Lease (AL)?

The filing states 37,029.97 vested but deferred restricted stock units and 2,698 unvested restricted stock units were cancelled. Each unit was converted into a cash right equal to the $65.00 Per Share Price, subject to withholding taxes, in connection with the merger.

Who acquired Air Lease (AL) in the merger linked to this Form 4?

The merger involved Sumisho Air Lease Corporation Designated Activity Company, identified as Parent, and its indirect wholly owned subsidiary Takeoff Merger Sub Inc. Merger Sub merged into Air Lease Corporation, which survives as an indirect wholly owned subsidiary of the Parent entity.

What is Ian M. Saines’ Air Lease (AL) share ownership after the merger transaction?

After the merger-related disposition, the Form 4 shows total shares following the transaction as 0.0000. This indicates Saines no longer holds any shares of Air Lease’s Class A common stock directly as a result of the merger consideration process.