Sec Form 4 Filing - Beker David @ AIR LEASE CORP - 2025-12-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Beker David
2. Issuer Name and Ticker or Trading Symbol
AIR LEASE CORP [ AL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, MARKETING
(Last) (First) (Middle)
C/O AIR LEASE CORPORATION, 2000 AVENUE OF THE STARS, SUITE 1000N
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2025
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Air Lease Corporation - Class A Common Stock 12/31/2025 A 13,194 ( 1 ) A $ 0 27,164 D
Air Lease Corporation - Class A Common Stock 12/31/2025 F 6,701 D $ 64.23 20,463 D
Air Lease Corporation - Class A Common Stock 12/31/2025 A 19,560 ( 2 ) A $ 0 40,023 D
Air Lease Corporation - Class A Common Stock 12/31/2025 F 9,933 D $ 64.23 30,090 D
Air Lease Corporation - Class A Common Stock 12/31/2025 A 16,403 ( 3 ) A $ 0 46,493 D
Air Lease Corporation - Class A Common Stock 12/31/2025 F 8,330 D $ 64.23 38,163 D
Air Lease Corporation - Class A Common Stock 12/31/2025 F 1,846 ( 4 ) D $ 64.23 36,317 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Beker David
C/O AIR LEASE CORPORATION
2000 AVENUE OF THE STARS, SUITE 1000N
LOS ANGELES, CA90067
EVP, MARKETING
Signatures
/s/ Lauren Jaeger, Attorney-in-Fact 01/05/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares issued upon the vesting of performance-based restricted stock units granted to the reporting person in 2023 under the Air Lease Corporation 2014 Equity Incentive Plan.
( 2 )Represents performance-based restricted stock units granted to the reporting person in 2024 that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2026. The vesting of the portion reflected herein was accelerated in order to mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and certain of its employees in connection with the pending transactions contemplated by the Agreement and Plan of Merger, dated September 1, 2025, by and among the Issuer, Sumisho Air Lease Corporation Designated Activity Company (formerly known as Gladiatora Designated Activity Company) and Takeoff Merger Sub Inc. (the "Section 280G Mitigation").
( 3 )Represents performance-based restricted stock units granted to the reporting person in 2025 that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2027. The vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation.
( 4 )Represents shares retained by the Issuer for tax withholding purposes in connection with the net-settlement of time-based restricted stock units granted to the reporting person in 2023, 2024 and 2025 that were scheduled to vest on February 25, 2026. The vesting of these restricted stock units was accelerated in connection with the Section 280G Mitigation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.