AIR LEASE CORP 8-K

What Happened

• Air Lease Corporation (AL) filed an 8-K reporting that, in connection with the previously announced merger with Sumisho Air Lease Corporation DAC and its subsidiary Takeoff Merger Sub Inc. (Merger Agreement dated Sept. 1, 2025), the Compensation Committee approved accelerated payments and vesting for certain executives to mitigate adverse tax consequences under Section 280G and Section 4999 of the Internal Revenue Code.
• On December 22, 2025 the Committee (and, for CEO John L. Plueger, the independent directors) approved accelerating into December 2025: payment of each named executive officer’s (NEO) target 2025 annual cash bonus; and, for CEO John L. Plueger only, vesting and settlement of 43,093 and 100,549 shares tied to his 2024 TSR and book value RSU awards (estimated at 150% and 175% performance levels). Each affected NEO executed an Acceleration and Clawback Agreement dated December 31, 2025.

Key Details

• Merger Agreement originally entered Sept. 1, 2025 (Parent: Sumisho Air Lease Corp DAC; Merger Sub: Takeoff Merger Sub Inc.).
• Accelerated cash: each NEO to receive their target 2025 annual cash bonus in December 2025.
• Accelerated equity (CEO John L. Plueger): 43,093 shares (TSR RSU) and 100,549 shares (book value RSU) based on estimated performance of 150% and 175%, respectively.
• Clawback/repayment terms: each NEO signed a form Acceleration and Clawback Agreement (filed as Exhibit 10.1) with repayment and true-up conditions if required.

Why It Matters

• These actions are intended to preserve the Company’s tax deductions and reduce or eliminate potential excise taxes for executives that could arise under Section 280G/4999 due to the planned change-in-control merger.
• For investors, this affects executive compensation timing and may change short-term cash and equity dilution timing; it does not report operational results or changes to the merger terms. The filing documents the company’s steps to manage tax outcomes for the Company and its executives ahead of the closing.