Air Lease Corporation

04/10/2026 | Press release | Distributed by Public on 04/10/2026 19:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
UDVAR-HAZY STEVEN F
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)
(Last) (First) (Middle)
C/O AIR LEASE CORPORATION, 2000 AVENUE OF THE STARS, SUITE 1000N
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026
(Street)
LOS ANGELES, CA 90067
4. If Amendment, Date 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
(City) (State) (Zip)
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) 1,325,528(2) D $65 0 D
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 30,745 D $65 0 I See footnote(3)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 14,050 D $65 0 I See footnote(4)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 19,500 D $65 0 I See footnote(4)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 10,000 D $65 0 I See footnote(5)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 21,500 D $65 0 I See footnote(5)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 1,300 D $65 0 I See footnote(6)
Air Lease Corporation- Class A Common Stock 04/08/2026 D(1) 1,300 D $65 0 I See footnote(6)
Air Lease Corporation- Class A Common Stock 04/08/2026 D(1) 1,300 D $65 0 I See footnote(6)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 31,000 D $65 0 I See footnote(7)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 321,350 D $65 0 I See footnote(8)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 71,000 D $65 0 I See footnote(9)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 2,640,000 D $65 0 I See footnote(10)
Air Lease Corporation - Class A Common Stock 04/08/2026 D(1) 895,526 D $65 0 I See footnote(11)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UDVAR-HAZY STEVEN F
C/O AIR LEASE CORPORATION
2000 AVENUE OF THE STARS, SUITE 1000N
LOS ANGELES, CA 90067
X

Signatures

/s/ Lauren Jaeger, Attorney-in-Fact 04/10/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 56,716 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 upon the reporting person's separation from service at the Effective Time.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder.
(9) 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.
(10) 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.
(11) These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Air Lease Corporation published this content on April 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 11, 2026 at 01:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]