UDVAR-HAZY STEVEN F 4
4 · SUMISHO AIR LEASE CORP · Filed Apr 10, 2026
Research Summary
AI-generated summary of this filing
Sumisho Air Lease (AL) Director Steven Udvar‑Hazy Sells Shares
What Happened
Director Steven F. Udvar‑Hazy disposed of a total of 5,384,099 shares of Sumisho Air Lease Corporation common stock on April 8, 2026, at $65.00 per share for aggregate proceeds of $349,966,435. The dispositions were made to the issuer pursuant to the companies’ Merger Agreement (each outstanding share was converted into the right to receive $65.00 in cash). The reported disposals include 56,716 unvested RSUs that were cancelled and converted into a cash payment on separation.
Key Details
- Transaction date & price: April 8, 2026 — $65.00 per share (single Per Share Price under the Merger Agreement).
- Shares disposed: 5,384,099 shares; total cash received: $349,966,435.
- Transaction code: D (disposition to the issuer) — result of merger/closing (see footnote F1).
- RSUs: 56,716 unvested RSUs cancelled and cashed out (footnote F2).
- Ownership notes: many shares were held in trusts and entities (family trusts, spouse, children, Emerald Financial LLC, Air Intercontinental, Ocean Equities, etc.) with customary disclaimers of beneficial ownership (footnotes F3–F11).
- Shares owned after transaction: common stock was cancelled at the Effective Time under the Merger Agreement; the Form 4 does not report continuing common‑stock holdings post‑merger.
- Filing timeliness: Report filed Apr 10, 2026 (timely, within the usual 2 business‑day Form 4 window).
Context
This was a contractual, merger‑related cash‑out (not an open‑market sale). Such dispositions reflect the terms of the Merger Agreement (cash consideration of $65.00 per share) rather than a discretionary insider sale; the inclusion of cancelled RSUs shows deferred compensation was also cashed out.
Insider Transaction Report
Form 4Exit
UDVAR-HAZY STEVEN F
Director
Transactions
- Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F2]2026-04-08$65.00/sh−1,325,528$86,159,320→ 0 total - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F3]2026-04-08$65.00/sh−30,745$1,998,425→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F4]2026-04-08$65.00/sh−14,050$913,250→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F4]2026-04-08$65.00/sh−19,500$1,267,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F5]2026-04-08$65.00/sh−10,000$650,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F5]2026-04-08$65.00/sh−21,500$1,397,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F6]2026-04-08$65.00/sh−1,300$84,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation- Class A Common Stock
[F1][F6]2026-04-08$65.00/sh−1,300$84,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation- Class A Common Stock
[F1][F6]2026-04-08$65.00/sh−1,300$84,500→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F7]2026-04-08$65.00/sh−31,000$2,015,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F8]2026-04-08$65.00/sh−321,350$20,887,750→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F9]2026-04-08$65.00/sh−71,000$4,615,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F10]2026-04-08$65.00/sh−2,640,000$171,600,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Air Lease Corporation - Class A Common Stock
[F1][F11]2026-04-08$65.00/sh−895,526$58,209,190→ 0 total(indirect: See footnote)
Footnotes (11)
- [F1]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").
- [F10]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.
- [F11]These shares are held by the Udvar-Hazy Separate Property Trust, of which the reporting person is the trustee.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]These shares are held by Air Intercontinental, Inc., of which the reporting person is the sole stockholder.
- [F9]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.
Signature
/s/ Lauren Jaeger, Attorney-in-Fact|2026-04-10