Air Lease Corp SEC Filings

Air Lease (AL) called a special meeting on December 18, 2025 to vote on a merger in which its Class A stockholders would receive $65.00 in cash per share, without interest. The company would remain as the surviving entity and, after closing, its Class A Common Stock would be delisted from the NYSE. The Series B, Series C and Series D preferred stock will remain outstanding with the same rights. The Board unanimously recommends “FOR” and received a fairness opinion from J.P. Morgan dated September 1, 2025.

Approval requires the affirmative vote of a majority of outstanding Class A shares. The record date is November 3, 2025, when 111,765,032 Class A shares were outstanding. Parent secured $5,404,613,000 in equity commitments and up to $12,100,000,000 in debt commitments (including an $8.6B bridge and $3.5B revolver), and closing has no financing contingency. Required regulatory clearances include HSR (filed October 8, 2025), CFIUS and multiple non‑U.S. jurisdictions. Termination fees include $225M payable by the Company in specified cases and $350M payable by Parent in certain regulatory or timing scenarios. A voting agreement covers up to 4.99% of outstanding shares; appraisal rights are available under DGCL.

Air Lease Corporation reported higher third‑quarter results. Total revenues reached $725.4 million (up 5.1% year over year) as lease rentals increased with a larger fleet and higher portfolio yields, partly offset by fewer aircraft sales. Net income attributable to common stockholders was $135.4 million, or $1.21 per diluted share, aided by a $60.5 million net benefit from insurance recoveries related to aircraft detained in Russia.

The company ended the quarter with 503 owned aircraft and 50 managed, a weighted average fleet age of 4.9 years, and 7.2 years of remaining lease term. Contracted minimum future rentals totaled $19.6 billion on the existing fleet. Air Lease has commitments to acquire 228 new aircraft through 2031 with an estimated aggregate commitment of $13.4 billion. Liquidity was $7.4 billion, including $452.2 million in cash and undrawn revolving capacity. Total debt was $20.3 billion (75.7% fixed, 97.5% unsecured) with a composite cost of funds of 4.29%. The company has agreed to be acquired for $65.00 per share in cash, subject to customary approvals, with closing anticipated in the first half of 2026.

Air Lease Corporation furnished an Item 2.02 Form 8-K announcing it issued a press release with financial results for the three and nine months ended September 30, 2025. The company dated the report November 3, 2025.

The information under Item 2.02 and Exhibit 99.1 is deemed “furnished,” not “filed,” under the Exchange Act. Exhibits include the press release (Exhibit 99.1) and the cover page formatted in Inline XBRL (Exhibit 104).

Air Lease Corporation called a virtual special meeting to seek stockholder approval of a merger under which holders of Class A Common Stock will receive $65.00 in cash per share, subject to conditions in the merger agreement. The buyer, an Irish holding company to be jointly owned by Sumitomo, SMBC Aviation Capital, and affiliates of Apollo and Brookfield, will merge a subsidiary into Air Lease, which will remain as the surviving company.

The Board unanimously determined the merger is fair and in the best interests of stockholders and recommends voting FOR the merger, the advisory compensation proposal, and a potential adjournment. Approval requires the affirmative vote of a majority of shares outstanding and entitled to vote. Appraisal rights are available under DGCL Section 262. Upon completion, the common stock will be delisted; the Series B, C and D preferred shares will remain outstanding with existing terms.

Financing commitments include $5,404,613,000 of equity and $12,100,000,000 of debt (including an $8,600,000,000 bridge and a $3,500,000,000 revolver). Termination fees include $225,000,000 payable by the Company in specified cases and $350,000,000 payable by Parent under defined regulatory-failure scenarios. HSR filings were made on October 8, 2025. A voting agreement covers 6,895,945 shares (beneficial), limited to 4.99% for voting.

Air Lease Corporation (AL) insider sale reported. David Beker, EVP, Marketing, sold 5,000 shares of Class A common stock on 09/15/2025 at $63.53 per share, leaving him with 13,970 shares beneficially owned (direct). The filing lists no derivative transactions. The Form 4 was signed on 09/16/2025 by an attorney-in-fact.

Grant A. Levy, Executive Vice President of Air Lease Corporation (AL), reported a sale of 5,000 shares of Class A common stock on 09/12/2025 at a weighted average price of $63.5711 per share, with sale prices ranging from $63.57 to $63.575. After the sale, Mr. Levy directly beneficially owned 141,316 shares. The filing also reports 4,500 Class A shares held indirectly by one of the reporting person’s sons, which Mr. Levy disclaims beneficial ownership of except for any pecuniary interest. The Form 4 was signed by an attorney-in-fact on 09/16/2025.

Air Lease Corp (AL) Form 144 notice shows a proposed sale of 5,000 Class A shares through Fidelity Brokerage Services with an aggregate market value of $317,650, scheduled approximately for 09/15/2025 on the NYSE. The filing lists the securities as originally acquired through restricted stock vesting between 02/25/2022 and 02/15/2024, with total vested lots of 7,000+ shares noted across four grant dates.

The filer previously sold 2,000 Class A shares on 08/07/2025 for gross proceeds of $110,874. The notice includes the standard signature representation that the seller is not aware of undisclosed material adverse information about the issuer.

Air Lease Corp insider intends to sell 5,000 Class A sharesapproximate sale date of 09/12/2025. The shares have an aggregate market value of $317,856.28 and the company reports 111,765,032 shares outstanding, so the blocks represent a small fraction of the outstanding stock. The 5,000 shares were acquired on 02/15/2024 as restricted stock that vested and were received as compensation. No other sales in the past three months were reported and the filer certifies no undisclosed material adverse information.

Air Lease Corporation filed an 8-K disclosing that on September 1, 2025 it entered into an Agreement and Plan of Merger with Gladiatora Designated Activity Company and Takeoff Merger Sub Inc., and a related Voting Agreement with specified directors and executives. The filing states that existing Series B, C and D non-cumulative perpetual preferred shares will remain outstanding after the Effective Time and will be treated as preferred shares of the surviving corporation with the same rights and limitations. The company referenced its 10-K for the year ended December 31, 2024 and quarterly reports for the quarters ended March 31, 2025 and June 30, 2025 on the SEC website. The filing notes there is no assurance the merger will be completed or close on the anticipated schedule. The document includes a press release dated September 2, 2025 and is signed by Gregory B. Willis, EVP and CFO.