UDVAR-HAZY STEVEN F 4

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.