Air Lease (AL) Proxy Filing summary

Executive summary

• A definitive merger agreement was signed for the acquisition of all outstanding Class A common stock at $65.00 per share in cash, valuing the company at approximately $7.4 billion, or $28.2 billion including assumed debt.

• The acquirer is a new holding company owned by Sumitomo Corporation, SMBC Aviation Capital, Apollo, and Brookfield.

• The transaction is unanimously approved by the board and is expected to close in the first half of 2026, subject to shareholder and regulatory approvals.

• The merger is not subject to a financing contingency; all necessary equity and debt commitments are in place.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement and related transactions at a special meeting.

• Directors and certain executive officers, holding about 6.17% of outstanding shares, have entered into a voting agreement to support the merger.

• The voting agreement restricts transfers and requires votes in favor of the merger and against alternative proposals.

Board of directors and corporate governance

• The board unanimously determined the merger is in the best interests of shareholders and recommends approval.

• Post-merger, the surviving corporation’s directors and officers will be appointed by the acquirer, with some current directors/officers potentially continuing.