Air Lease Corp Files 8-K: Material Definitive Agreement

TL;DR

AL signed a big deal, filing shows. Details to come.

AI Summary

Air Lease Corporation (AL) announced on September 1, 2025, the entry into a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company is incorporated in Delaware and headquartered in Los Angeles, California.

Why It Matters

This 8-K filing indicates Air Lease Corp has entered into a significant new agreement, which could impact its future financial performance and operational strategy.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• Air Lease Corporation (company) — Registrant
• 2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067 (location) — Business and Mail Address
• September 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $65.00 — be converted into the right to receive $65.00 in cash, without interest (the "Merger
• $0.22 — regular quarterly cash dividends up to $0.22 per share of Common Stock, $11.625 per
• $11.625 — up to $0.22 per share of Common Stock, $11.625 per share of Series B Preferred Stock,
• $10.3125 — per share of Series B Preferred Stock, $10.3125 per share of Series C Preferred Stock,
• $15.00 — share of Series C Preferred Stock, and $15.00 per share of Series D Preferred Stock (
• $225,000,000 — ired to pay Parent a termination fee of $225,000,000. Parent must pay to the Company a termi
• $350,000,000 — pay to the Company a termination fee of $350,000,000 (the "Parent Regulatory Termination Fee
• $5,404,613,000 — to invest up to an aggregate amount of $5,404,613,000 in equity securities of Parent (the "Eq
• $12,100,000,000 — t Letters, up to an aggregate amount of $12,100,000,000 in debt financing (the "Debt Financing"

Filing Documents

• d13045d8k.htm (8-K) — 56KB
• d13045dex21.htm (EX-2.1) — 544KB
• d13045dex101.htm (EX-10.1) — 79KB
• d13045dex991.htm (EX-99.1) — 14KB
• g13045g0902101551784.jpg (GRAPHIC) — 6KB
• 0001193125-25-193497.txt ( ) — 1016KB
• al-20250901.xsd (EX-101.SCH) — 4KB
• al-20250901_def.xml (EX-101.DEF) — 13KB
• al-20250901_lab.xml (EX-101.LAB) — 22KB
• al-20250901_pre.xml (EX-101.PRE) — 14KB
• d13045d8k_htm.xml (XML) — 6KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "may," "will," "would," "could," "should," "seeks," "estimates" and variations on these words and similar expressions are intended to identify such forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of the transaction; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. You should not place undue reliance on such statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (i) one or more closing conditions to the transaction, including regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction, or that the required approval of the Merger Agreement by the holders of Common Stock may not be obtained; (ii) the business of Air Lease may suffer as a result of uncertainty surrounding the transaction and there may be challenges with employee

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of September 1, 2025, by and among Air Lease Corporation, Gladiatora Designated Activity Company and Takeoff Merger Sub Inc. 10.1 Voting Agreement, dated as of September 1, 2025, by and among Gladiatora Designated Activity Company and Steven Udvar-Hzy, John Plueger, Robert Milton, Matthew Hart, Yvette Hollingsworth Clark, Cheryl Gordon Krongard, Marshall Larsen, Susan McCaw, Ian Saines, Gregory Willis and Carol Forsyte. 99.1 Air Lease Corporation Press Release dated September 2, 2025. 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL. * Schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits to the SEC upon request. 6 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AIR LEASE CORPORATION Date: September 2, 2025 /s/ Gregory B. Willis Gregory B. Willis Executive Vice President and Chief Financial Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR