Air Lease director cashed out at $65 merger price
SUMISHO AIR LEASE CORP director Cheryl Gordon Krongard disposed of her Air Lease Corporation Class A Common Stock in a cash merger.
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Form Type
4
Rhea-AI Filing Summary
SUMISHO AIR LEASE CORP director Cheryl Gordon Krongard disposed of her Air Lease Corporation Class A Common Stock in a cash merger. The Form 4 reports 59,208.56 shares converted at $65.00 per share when Air Lease was acquired by Sumisho Air Lease Corporation DAC.
At the merger’s effective time, each outstanding share of Class A common stock was cancelled and converted into the right to receive $65.00 in cash. The disposition also covers 28,863.56 vested but deferred RSUs (including dividend equivalents) and 2,698 unvested RSUs, which were cancelled and converted to cash under the merger terms. Following these transactions, the director reports owning zero shares.
Insider Trade Summary
Disposition: 59,208.56 shares
Disposition
1 txn
Insider
KRONGARD CHERYL GORDON
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Air Lease Corporation - Class A Common Stock | 59,208.56 | $65.00 | $3.85M |
Holdings After Transaction:
Air Lease Corporation - Class A Common Stock — 0 shares (Direct)
Footnotes (2)
- 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").
- F2. The shares of Common Stock reported as disposed by the reporting person include (i) 28,863.56 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: 59,208.56 shares
Merger cash price: $65.00 per share
Vested deferred RSUs: 28,863.56 RSUs
+2 more
5 metrics
Shares disposed
59,208.56 shares
Class A Common Stock converted to cash in merger
Merger cash price
$65.00 per share
Cash consideration for each common share at effective time
Vested deferred RSUs
28,863.56 RSUs
Vested but deferred RSUs cancelled and cashed out at $65.00
Unvested RSUs
2,698 RSUs
Unvested RSUs cancelled and converted to cash at $65.00
Shares after transaction
0.0000 shares
Total Air Lease Class A shares held after merger cash-out
Key Terms
Agreement and Plan of Merger, Merger, restricted stock units ("RSUs"), 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.
Merger financial
"Merger Sub merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary..."
A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.
restricted stock units ("RSUs") financial
"The shares of Common Stock reported as disposed by the reporting person include (i) 28,863.56 vested but deferred restricted stock units ("RSUs")..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
dividend equivalent rights financial
"28,863.56 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 regulatory
"At the effective time of the Merger (the "Effective Time"), each issued and outstanding share...was automatically cancelled..."
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did AL director Cheryl Gordon Krongard report?
She reported disposing of her Air Lease Corporation Class A Common Stock in connection with a merger. A total of 59,208.56 shares were converted into cash at $65.00 per share, leaving her with zero reported shares afterward.
How were Cheryl Gordon Krongard’s RSUs in AL treated in the merger?
Her 28,863.56 vested but deferred RSUs and 2,698 unvested RSUs were cancelled. They were converted into cash equal to $65.00 multiplied by the respective RSU counts, subject to applicable withholding taxes, consistent with the merger agreement terms.
What corporate event triggered this Form 4 for Air Lease (AL)?
The filing stems from a merger where Takeoff Merger Sub Inc. merged into Air Lease Corporation. Air Lease survived as an indirect wholly owned subsidiary of Sumisho Air Lease Corporation DAC, and each outstanding common share was cashed out at $65.00 per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
