Air Lease (AL) CFO exits 68,923 shares as $65-per-share merger closes

Rhea-AI Filing Summary

Air Lease Corporation EVP and CFO Gregory B. Willis reported the disposition of 68,923 shares of Air Lease Class A common stock at $65.00 per share, leaving him with no directly held shares after the transaction.

The filing explains this occurred at the effective time of a merger in which a subsidiary of Sumisho Air Lease Corporation Designated Activity Company merged with Air Lease, making it an indirect wholly owned subsidiary. Each outstanding share was automatically cancelled and converted into the right to receive $65.00 in cash. The 68,923 shares reported as disposed include 5,594 unvested restricted stock units, which were cancelled and converted into cash awards that retain the same vesting terms as the original RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Willis Gregory B

Role EVP AND CFO

Type	Security	Shares	Price	Value
Disposition	Air Lease Corporation - Class A Common Stock	68,923	$65.00	$4.48M

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 5,594 unvested restricted stock units ("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 (the "Converted Cash Awards"). The Converted Cash Awards are subject to the same vesting terms and conditions as applied to such RSUs immediately prior to the Effective Time.

Key Figures

Shares disposed: 68,923 shares Per share merger price: $65.00 per share Shares after transaction: 0 shares +1 more

4 metrics

Shares disposed 68,923 shares Class A common stock cancelled in merger

Per share merger price $65.00 per share Cash consideration for each cancelled common share

Shares after transaction 0 shares Directly held Air Lease Class A shares post-disposition

Unvested RSUs converted 5,594 RSUs Cancelled and converted into cash awards at $65.00

Key Terms

Agreement and Plan of Merger, restricted stock units, Per Share Price, Effective Time

4 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.

restricted stock units financial

"The shares of Common Stock reported as disposed... include 5,594 unvested 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.

Per Share Price financial

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

Effective Time regulatory

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

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^*

Willis Gregory B

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP AND CFO

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)		68,923(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 5,594 unvested restricted stock units ("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 (the "Converted Cash Awards"). The Converted Cash Awards are subject to the same vesting terms and conditions as applied to such RSUs immediately prior to 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) CFO Gregory B. Willis report in this Form 4?

Gregory B. Willis reported disposing of 68,923 shares of Air Lease Class A common stock at $65.00 per share. This resulted from a merger transaction in which all outstanding shares were cancelled and converted into the right to receive cash consideration.

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

At the merger’s effective time, each issued and outstanding Air Lease Class A common share was automatically cancelled, extinguished, and converted into the right to receive $65.00 in cash. This applied uniformly to shares outstanding immediately before the effective time of the merger.

What happened to Gregory B. Willis’s restricted stock units in Air Lease (AL)?

The 5,594 unvested restricted stock units held by Gregory B. Willis were cancelled and converted into cash awards equal to $65.00 times the number of units. These converted cash awards continue to follow the same vesting terms and conditions as the original RSUs before the merger.

Does Gregory B. Willis hold any Air Lease (AL) shares after this transaction?

According to the Form 4, Gregory B. Willis holds zero directly owned Air Lease Class A common shares following the disposition of 68,923 shares in the merger. His remaining economic interest is through converted cash awards tied to prior restricted stock unit vesting schedules.

Was Gregory B. Willis’s Air Lease (AL) disposition an open-market sale?

No, the Form 4 uses transaction code D, indicating a disposition to the issuer, not an open-market sale. The shares were cancelled and converted to cash at $65.00 per share as part of the merger structure rather than sold on the open market.