AIR LEASE CORP 8-K

What Happened
Air Lease Corporation announced the closing of the previously disclosed merger effective April 8, 2026. At the Effective Time, each outstanding Class A common share (except canceled or converted shares) was converted into the right to receive $65.00 per share in cash. The aggregate cash paid for Class A common stock was approximately $7.4 billion and the total transaction value, including the Company’s debt assumed or refinanced (net of cash), was approximately $28.2 billion. Preferred stock series remained outstanding and continued with the same rights.

Following the closing, certain equity awards were converted into cash awards: vested time-based RSUs were cashed out pro rata, other RSUs converted into contingent cash awards that retain original vesting terms, and PSUs were converted to contingent cash awards determined at the greater of target or actual performance as of the latest practicable date (PSU awards are no longer subject to future performance conditions). In connection with the closing SMBC AC acquired the Company’s outstanding orderbook for undelivered aircraft, paying the pre-delivery payments made to OEMs plus a premium. The transaction resulted in a change in control — the Company is now an indirect subsidiary of the buyer group; ownership of the surviving corporation’s voting power is approximately: Sumitomo ~47.505%, SMBC AC ~4.99%, Apollo ~23.7525% and Brookfield ~23.7525%. Board appointment rights for Parent were allocated among those investors.

Key Details

• Merger consideration: $65.00 per share for Class A common stock; ~ $7.4 billion paid for Class A shares; total transaction value ~ $28.2 billion (including assumed/refinanced debt, net of cash).
• Equity awards: vested time-based RSUs paid in cash; other RSUs and PSUs converted to contingent cash awards (PSUs no longer performance-contingent).
• Orderbook: SMBC AC acquired rights to undelivered aircraft orderbook, paying the Company’s pre-delivery payments plus a premium.
• Change in control & governance: Company became an indirect subsidiary; ownership and board appointment rights allocated among Sumitomo, SMBC AC, Apollo and Brookfield (director appointment rights described in the filing).

Why It Matters
For holders of Class A common stock, the most important outcome is they no longer hold equity — they received $65 per share in cash and ceased to have future rights to the Company’s earnings or growth. The corporate ownership and governance structure changed materially, with a small group of investors holding control and specific director appointment rights. The transaction also shifted assets and obligations (orderbook sold to SMBC AC and new financing arrangements noted in the filing), which can affect future operations and credit profile. Separately, the company resolved related litigation by agreeing to pay $450,000 in attorneys’ fees and expenses (without admitting liability).