Air Lease Corp Files Definitive Proxy Statement

TL;DR

AL filed its proxy statement, no fee needed. Standard shareholder info.

AI Summary

Air Lease Corporation (AL) filed a DEFA14A on September 8, 2025, related to its proxy statement. The filing indicates that no fee was required for this submission, which is a definitive proxy statement and soliciting material under Rule 14a-12. The company's principal executive offices are located at 2000 Avenue of the Stars, Suite 1000N, Los Angeles, CA 90067.

Why It Matters

This filing is a standard regulatory document that provides shareholders with information regarding company matters, typically including details about upcoming shareholder meetings and voting procedures.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEFA14A) and does not contain new material financial information or strategic changes.

Key Players & Entities

• AIR LEASE CORP (company) — Registrant
• 2000 AVENUE OF THE STARS SUITE 1000N LOS ANGELES CA 90067 (company) — Business Address
• 0001193125-25-197407 (dollar_amount) — Accession Number

FAQ

Key Financial Figures

• $65.00 — umber of outstanding RSUs multiplied by $65.00 (the amount of the merger consideration

Filing Documents

• d13045ddefa14a.htm (DEFA14A) — 42KB
• 0001193125-25-197407.txt ( ) — 43KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 AIR LEASE CORPORATION (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required Fee computed table below per Exchange Act Rules 14a-6(i)(1) and 0-11 Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Frequently Asked Questions about Compensation and Equity Awards Will there be any changes to my base salary, bonus, long-term incentive awards, or benefits as a result of the merger? We know that a competitive compensation program is important to our success, both for Air Lease to closing and for Sumisho Air Lease post-closing. Until the transaction closes, we will continue to operate under our current compensation and benefits programs. For information on compensation changes following the closing of the merger, see " What will my overall compensation and benefits look like after the merger closes? " below for more information. How will my outstanding equity awards be treated in the merger? Under the terms of the merger agreement, all of your unvested RSUs will be converted into restricted cash awards at closing. The value of these awards will be calculated as follows: For Time-Based RSUs : the value of the restricted cash award will be equal to the number of outstanding RSUs multiplied by $65.00 (the amount of the merger consideration per share). For officers who have Book Value and TSR RSUs : The number of unvested book value and TSR RSUs to be converted will be based on whichever is higher—target or actual performance—at the time the merger closes (expected in the first half of 2026, subject to customary closing conditions). Actual performance will be measured the same way as in past awards (with potential adjustments to take into account the impact of the merger). For unvested book value and TSR RSUs where the applicable 3-year performance period has not completed at close, the performance period will end using the latest practicable date before the closing date instead of the normal three-year performance period. The value of these restricted cash awards will be equal to the number of book value and TSR RSUs converted multiplied by $65.00 (the amount of the merger consideration per share). All restricted cash awards will be subject to the same vesting terms and conditions that applied to the original equity awards except that for book value and TSR RSUs, the restricted cash awards will be subject only to time-based vesting conditions (all performance conditions will go away). This means: Your restricted cash awards will vest on the normal vesting schedule that originally applied to your equity awards. For time-based awards, this means that the applicable tranche of your restricted cash award will be paid to you less applicable tax withholding on or as soon as reasonably practicable following February 25 th each year over the 3-year vesting period. For book value and TSR RSUs, this means your restricted cash award will be paid to you on or as soon as reasonably practicable following December 31 st of the applicable performance period ending. If you are terminated without Cause or you resign for Good Reason (each as defined in your award agreement) within two years of the merger closing, all of your converted restricted cash awards granted in 2024 and 2025 will become payable in full upon your termination. 1 Where can I find information on my outstanding equity awards and plan documents? All of your unvested RSUs are listed in Fidelity. Please access your account at the website below to see your unvested RSUs (including the number of RSUs and scheduled vesting dates), as well as access all of the award documents and prospectuses for the equity plans related to your unvested RSUs. If you can't remember your login information, you will have to contact Fidelity directly. https://nb.fidelity.com/static/mybenefits/netbenefitslogin/#/login What impact will the merger have on my 2025 annual bonus? Non-officers : The formula for determining your 2025 annual performance-based bonus remains as follows: Target Award × Individual Performance Factor As always, your 2025 bonus amount and eligibility will be based in part on your individual performance factor, but will not be reduced or prorated based on the timing of closing the merger. If you are awarded a bonus, you'll receive it unless you're term

View Full Filing

View this DEFA14A filing on SEC EDGAR