SEC Form 8-K filed by Air Lease Corporation

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

On April 8, 2026, the New York Stock Exchange filed a Form 25 with the Securities and Exchange Commission to delist the registrant’s Class A Common Stock and 3.700% Medium-Term Notes, Series A, due April 15, 2030. The delisting will become effective on April 18, 2026.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Plan will be administered by the Board, provided that the Board may authorize one or more officers to perform any or all acts that the Board is authorized to perform under the Plan in accordance with the terms of the Plan, except that no member of the Board may participate in determinations with respect to his or her own participation in the Plan, other than to the extent that the determination relates to Participants more generally (such as setting performance goals or determining performance with respect to such goals).

Participants have the opportunity to receive a cash payment subject to the terms and conditions of the Plan and the attainment of performance goals. The performance period will be the Company’s fiscal year, unless otherwise determined by the Board (provided that the 2026 performance period will be from April 1, 2026 to December 31, 2026). A Participant’s Incentive Award will be based on a specified percentage, as determined by the Board, of Participant’s annual base salary; provided that the Board will retain discretion, on such basis as it deems appropriate, to reduce or increase the amount of such Incentive Award or to decline to make any one or more Incentive Awards.

As soon as practicable after the end of the performance period, the Board will determine the amount of the Incentive Award to be paid to each Participant, based on the attainment of the performance goals as determined by the Board in its sole discretion. The Board will adjust the performance goals and other provisions applicable to Incentive Awards to the extent, if any, it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits as provided by the terms of the Plan. A Participant’s Incentive Award may be prorated in certain circumstances as provided by the terms of the Plan, unless otherwise determined by the Board.

Payments will be made as soon as reasonably practicable after determination of the amounts of the Incentive Awards by the Board. Payment of an Incentive Award to a Participant will be conditioned upon a Participant’s employment by the Company on the payment date of such Incentive Award, except as set forth below.

To the extent that a Participant is entitled to any additional (or greater) Incentive Award payment in connection with any termination of employment pursuant to the terms of an individual agreement, the terms of such agreement will apply to the Participant’s Incentive Award. In all other cases, a Participant will be entitled to a pro-rated Incentive Award, in an amount, if any, as provided under the terms of the Plan, in the event of termination of employment by reason of death, Disability, Retirement, or by the Company without Cause, and, within twenty-four (24) months following a Change in Control, upon a termination for Good Reason.

The Board may at any time, with or without notice, terminate, suspend or modify, in whole or in part, the Plan prospectively or retroactively, without notice or obligation for any reason (subject to certain limitations).

Financial Statements and Exhibits.

Exhibits.

Exhibit
No.

Description

/s/ Noriyuki Hiruta