UDVAR-HAZY STEVEN F 4

What Happened

• Steven F. Udvar-Hazy, a director of Air Lease Corporation (AL), had 122,595 performance-based restricted stock units vest on Feb 12, 2026 (awarded at $0.00). To satisfy tax withholding, 46,737 of those shares were surrendered/disposed at an implied price of $64.66 per share, producing proceeds of approximately $3,022,014. The vesting is reported as an award/grant (code A) and the share disposition for tax withholding is reported under code F.

Key Details

• Transaction date: 2026-02-12; Filing date: 2026-02-17 (filed 5 days after the transaction — appears late under Section 16 timing rules).
• Award: 122,595 shares issued upon vesting of 2023 performance-based RSUs (footnote F1).
• Withholding: 46,737 shares withheld/surrendered to cover taxes at $64.66 per share for ~$3,022,014 (code F).
• Ownership after transaction: Not specified in the excerpt of the filing provided.
• Notable footnotes: Shares issued on vesting (F1); many reported shares are held in various trusts and family-owned entities (e.g., Udvar‑Hazy Separate Property Trust — F10 — and other family/related-entity disclaimers F2–F9). The filing indicates these shares are held in trusts or by family members and includes customary disclaimers of beneficial ownership.
• Type of transaction: Award + tax-withholding (not an open-market sale).

Context

• These were vested RSUs (an award), not option exercises. The disposition was a tax withholding/cashless settlement (common when RSUs vest) rather than an active open-market sale, so it does not necessarily signal a personal decision to sell shares for investment reasons.
• The late filing may be a regulatory timing issue worth noting for compliance watchers, but the economic event reported is routine (vesting and tax withholding).