TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This Amendment contains both historical and forward-looking statements, including statements related to our future results and performance. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” “estimate” or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors are discussed in “Item 1A. Risk Factors” in our 2025 Form 10-K. Other risks, uncertainties or other factors, or updates to those discussed herein, may be described in our other filings with the SEC, including our reports on Form 10-Q and Form 8-K. All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You are therefore cautioned not to place undue reliance on such statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not intend and undertake no obligation to update any forward-looking information to reflect actual results or events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

4

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors of the Company

In connection with the Merger and effective as of the Effective Time, each of the prior members of the board of directors of the Company (the “Board of Directors”) were removed from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company. Additionally, in connection with the Merger and effective immediately after the Effective Time, each of Noriyuki (Nori) Hiruta, Sabrina Lemmens and David Swan, were appointed to serve as directors of the Company until his or her earlier death, disqualification, resignation or removal. A summary of each of our current directors’ principal occupations, recent professional experience, directorships at other public companies for at least the past five years, and certain other qualifications is provided below. No arrangement or understanding exists between any of our current directors and any other person or persons pursuant to which any director was selected to serve as a director. There are no family relationships among any of our directors and executive officers.

Noriyuki (Nori) Hiruta, Director and Chief Executive Officer, President and Secretary

Mr. Hiruta, 59, has served as our Chief Executive Officer, President and Secretary since the consummation of the Merger. Prior to the consummation of the Merger, Mr. Hiruta served as Chairman of SMBC Aviation Capital from May 2023 until January 2026 when he stepped down in anticipation of his role at the Company. Prior to that, Mr. Hiruta held the position of General Manager of Lease & Business Development Department at Sumitomo Corporation. During Mr. Hiruta’s career between 1989 and 2023, he had held several roles in Sumitomo Corporation, including General Manager of Aircraft & Engine Leasing Department, General Manager of Aerospace Business Department at Sumitomo Corporation Europe and Joint General Manager of Aviation Capital Department at Sumitomo Mitsui Finance & Leasing Co., Ltd. Mr. Hiruta was also a key member of the acquisition team who managed the takeover of SMBC Aviation Capital from RBS in 2012, where he worked as Manager in Leasing Business Department at Sumitomo. Mr. Hiruta holds a Bachelor of Economics from the University of Osaka and a Master of Business Administration from the University of Chicago.

David Swan, Director and Chief Commercial Officer

Mr. Swan, 56, has served as our Chief Commercial Officer since the consummation of the Merger. Prior to the consummation of the Merger, Mr. Swan served in a range of senior leadership positions at SMBC Aviation Capital since 2002, including most recently as Chief Operations and Sustainability Officer, and served on the board of directors of SMBC Aviation Capital from 2007 until January 2026. Mr. Swan has over 30 years of aircraft finance and leasing experience, five years of which were in Hong Kong, leading the APAC region for a large European bank. Mr. Swan has also served on a number of industry, government, educational and charity boards. Mr. Swan studied International Business & Economics at Trinity College Dublin and has completed a number of Advanced Management Programs at Harvard and London Business Schools.

Sabrina Lemmens, Director and Chief Financial Officer

Ms. Lemmens, 48, has served as our Chief Financial Officer since the consummation of the Merger. Prior to the consummation of the Merger, Ms. Lemmens served as Senior Vice President and Controller of the Company. Ms. Lemmens has over 15 years of aircraft leasing experience since joining the Company in 2011. Prior to joining the Company, Ms. Lemmens spent six years at Amgen Inc. in managerial positions within the Accounting and International Tax and Transfer Pricing Departments. Before her time in Amgen, Ms. Lemmens spent three years at PricewaterhouseCoopers LLP in their financial services practice. Ms. Lemmens is a Certified Public Accountant, licensed in the state of California and received her Bachelor of Arts from California State University, Fullerton and her Master in accounting from the University of Southern California.

Audit Committee

Prior to the consummation of the Merger, the Company had a separately-designated standing audit committee. The members of the audit committee immediately prior to the Merger were Mr. Hart (Chair), Ms. Hollingsworth Clark, Mr. Milton and Mr. Saines. The Board of Directors previously determined that each member of the audit committee immediately prior to the Merger was “financially literate” under applicable rules of the NYSE and was an “audit committee financial expert,” as defined under the rules and regulations of the SEC. In addition, each member of the audit committee immediately prior to the Merger also met the enhanced independence requirements pursuant to Rule 10A-3(b)(i) of the Securities Exchange Act and NYSE rules for purposes of serving on an audit committee.

5

Following the consummation of the Merger, none of our Class C Common Stock or debt securities are listed on the NYSE or any other national securities exchange and we are therefore not required to have an independent audit committee. As a result, our Board of Directors does not currently have a separately-designated standing audit committee.

Executive Officers of the Company

The names of the executive officers of the Company and their ages and titles immediately prior to the consummation of the Merger are set forth in the table below. All of our executive officers immediately prior to the consummation of the Merger were employed by us during the past five years.

The names of the executive officers of the Company and their ages and titles as of the date of this Amendment are set forth in the table below. Following the consummation of the Merger, each of Mr. Hiruta, Ms. Lemmens and Mr. Swan were appointed as executive officers and their biographical information is set forth above under “Directors of the Company”. In addition, the executive officers of the Company immediately prior to the consummation of the Merger each hold the same position and title following consummation of the Merger and as of the date of filing of this Amendment other than John Plueger, Carol Forsyte, Gregory Willis, Grant Levy, and John Poerschke were terminated without cause immediately following the Effective Time.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics for our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. Our Code of Business Conduct and Ethics is available on our website at http://www. sumisho.aero under the “Investors” tab.

Within the time period required by the Securities and Exchange Commission, we will post on our website at http://www.sumisho.aero under the “Investors” tab any amendment to our Code of Business Conduct and Ethics or any waivers of such provisions granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

6

Compensation Philosophy: Pay for Performance

Pay for performance is an essential element of our compensation philosophy. Our executive compensation program is designed for a company with a small team of talented individuals with extensive industry experience who manage and lead a highly capital-intensive business. We accomplished this in 2025 by tying compensation to the achievement of performance metrics based on our 2025 financial plan that promoted the creation of stockholder value and by designing compensation to reward and retain our small number of high-caliber executives in a competitive market. This balancing of objectives is demonstrated by the substantial portion of our executives’ compensation that is variable and at risk based on individual and Company performance. The charts below illustrate the allocation of 2025 compensation components at target for our CEO and other 2025 FYE NEOs as a group:

In addition, for 2025, all of our employees in the U.S. (and to the extent permissible outside the U.S.) were eligible to receive RSUs and our employees and independent directors owned approximately 6% of our outstanding Class A Common Stock as of April 7, 2026, immediately prior to the Merger. We believe that this significant ownership by our employees and independent directors helped ensure alignment of our executives with the interests of our common stockholders and that our compensation program was designed to drive sustainable growth, in each case, prior to the Merger.

8

Prior to the Merger, our compensation structure and pay for performance philosophy incentivized our 160-employee team to deliver outstanding long-term performance at a very low cost to common stockholders. The chart below shows our total revenues and net income attributable to common stockholders per employee as of December 31, 2025 as compared to the average of our 2025 custom benchmark group:

Executive Compensation Program

The leadership development and compensation committee designed our 2025 compensation program in February 2025 to incentivize, reward and retain leaders who created long-term value for our stockholders. Material components of our 2025 compensation program are included in the chart below.

9

Compensation Governance Best Practices

Another important objective of our 2025 executive compensation program (prior to the Merger) was to incorporate pay and governance best practices, as highlighted below.

How We Determined Compensation for 2025

Role of the Leadership Development and Compensation Committee. Prior to the Merger, the leadership development and compensation committee oversaw the design, administration and evaluation of our overall executive compensation program. The leadership development and compensation committee also reviewed and approved corporate goals and objectives relevant to the compensation of our Chief Executive Officer, evaluated his performance in light of those goals and objectives and recommended to the independent directors of the Board his compensation level based on this evaluation. It also approved the total compensation for our other NEOs. Prior to the Merger, among other things, the leadership development and compensation committee at least annually:

Role of Stockholder Input and Consideration of Most Recent Stockholder Advisory Vote. To better understand our stockholders’ perspectives regarding our executive compensation program, we have historically engaged in stockholder outreach. Our leadership development and compensation committee considered the feedback received during this outreach, along the results of the most recent stockholder advisory vote on executive compensation in developing our executive compensation program each year. At our 2025 annual

10

meeting of stockholders, our common stockholders had the opportunity to cast an advisory vote on the compensation of our NEOs in 2024, with holders of approximately 62% of outstanding Class A common stock represented at the meeting and entitled to vote on the matter voting in favor of the compensation of our NEOs. Notwithstanding that a majority of shareholders approved the advisory say-on-pay vote, we sought input from our shareholders to understand and integrate their views with ours with respect to the Company’s approach to compensation, and in particular in connection with our efforts to tie compensation to performance. As a result of the announcement of the Merger, we did not implement any changes to our compensation program for 2026 based on our stockholder outreach. However, over the last several years we made significant changes to our compensation program in response to this feedback, including the following changes for 2025:

Role of Management. Prior to the Merger, our Chief Executive Officer did not have any role in determining his compensation. Moreover, he was not present when his compensation was discussed and approved by the leadership development and compensation committee or the independent members of the Board of Directors. The leadership development and compensation committee determined the overall compensation of our other NEOs with input from our Chief Executive Officer. None of our other NEOs were present when his or her compensation was discussed by the leadership development and compensation committee. Prior to the Merger, our management administered all compensation and benefits programs, subject to the oversight of the leadership development and compensation committee. This delegation to management was strictly limited to implementation of the programs and did not include any discretion to make material decisions regarding the overall executive compensation program.

Role of Independent Compensation Consultant. Prior to the Merger, the leadership development and compensation committee engaged Exequity as its independent compensation consultant to provide advice with respect to compensation decisions for our executive officers. Exequity assists in evaluating our compensation objectives, obtaining market information, and designing various aspects of our compensation program. Prior to the Merger, Exequity attended all regular meetings of the leadership development and compensation committee, and committee members had direct access to Exequity without management involvement. Exequity also consulted with our senior executives as directed by the leadership development and compensation committee. The committee had the sole authority to hire and fire the independent compensation consultant. To help ensure impartiality and objectivity, the leadership development and compensation committee required that the independent compensation consultant provide services only to the committee and not to management, absent specific committee approval. In 2025, Exequity did not perform any services unrelated to its leadership development and compensation committee engagement, including any separate work for our management or employees. The Board of Directors has evaluated the independence of Exequity in accordance with SEC and NYSE rules prior to the Merger, and determined that Exequity’s work did not raise any conflicts of interest.

Peer Group and Benchmarking

We operate in a highly specialized industry in which most of the companies are foreign, private or are subsidiaries of other large companies. For this reason, traditional industry-specific peer group benchmarking is challenging and would produce incomparable data.

Given that we have only one publicly traded peer that is not required to provide SEC compensation disclosures, it is equally challenging to find relevant and directly comparable compensation benchmarking data for our industry. Nevertheless, Exequity has collected compensation data from both a custom benchmark group and from general industry as market reference points for the leadership development and compensation committee’s consideration when determining executive compensation for 2025. The U.S. publicly traded companies included in the custom benchmark group were identified based on analysis comparing key characteristics of the Company’s business, including exposure to real assets, dependence on a highly skilled management team, credit exposure/underwriting expertise, and significant capital expenditures, to the characteristics of traditional and alternative asset managers, specialty finance lenders, insurance companies and REITs (real estate investment trusts). The analysis includes all companies within the Diversified Financial Services Benchmark. A range of REITs were included because of their exposure to real assets, income from lease revenue, highly skilled management teams, large capital bases and significant capital expenditures. The remaining companies included represent an array of asset management and specialty finance firms which the Company believes exhibit in-depth knowledge of their asset classes akin to the Company’s expertise in managing aircraft. Companies such as institutional brokerage firms, information services companies and consumer finance companies were excluded from the benchmark group given the disparity in their business models to aircraft leasing.

11

For 2025, the leadership development and compensation committee’s custom benchmark group consisted of the following companies (the “Custom Benchmark Group”):

Prior to the Merger, we used the Custom Benchmark group to help assess the Company’s compensation competitiveness for our NEOs. Additionally, the leadership development and committee reviewed compensation-related data from companies included in the S&P MidCap 400 Index as a comparison against comparably capitalized companies regardless of industry affiliation.

For 2025 compensation decisions, the leadership development and compensation committee considered data from the S&P MidCap 400 Index and the Custom Benchmark Group provided by Exequity, its independent compensation consultant, and reviewed compensation practices and program design at the S&P MidCap 400 Index and Custom Benchmark Group to inform its decision-making process so it could set total compensation levels that it believed were commensurate with the relative size, scope and performance of the Company. However, because of the important difference between our aircraft leasing business and the companies included in the Custom Benchmark Group and S&P MidCap 400 Index, the leadership development and compensation committee does not set compensation components to meet specific benchmarks as compared to the Custom Benchmark Group or S&P MidCap 400 Index, such as targeting salaries or total compensation at a specific market percentile. Instead, the leadership development and compensation committee used

12

this information as a starting point in our compensation review process, to supplement the collective knowledge and experience of the leadership development and compensation committee, senior executives and our compensation consultant. Our final compensation decisions are based on individual performance and guided by what we consider to be the amount and form of compensation that will best enable us to attract, motivate and retain the most talented executives and to focus them on the growth and long-term success of our business.

Risk Management

We believe the design of our 2025 executive compensation program incentivized our executives, including our NEOs, to achieve our long-term incentive goals and discouraged our executives from taking unnecessary risks that could threaten the long-term performance of our Company. We also based our 2025 executive rewards on a variety of internal performance measures, as explained below, to avoid an over-reliance on any singular indicator of performance.

Compensation Program Safeguards

13

As an additional safeguard, our Board of Directors also adopted a clawback policy relating to incentive compensation and anti-hedging and pledging policies as described below.

We believe that the above design safeguards aligned our executives 2025 incentives and corresponding payouts with stockholder value creation.

Prior to the Merger, the leadership development and compensation committee, together with its independent compensation consultant, also performed an annual compensation risk analysis of our compensation programs. In addition, prior to the Merger, the chair of our leadership development and compensation committee reported to, and discussed compensation risk issues with, the full Board of Directors.

Executive Stock Ownership Guidelines

Prior to the Merger, we also believe that our executives’ significant equity ownership in our Company aligned their long-term interests with those of our stockholders. Our Board of Directors had adopted stock ownership guidelines in effect prior to the Merger for our executive officers at the level of Executive Vice President or higher. These guidelines required executive officers to maintain ownership of Class A Common Stock equivalents with an aggregate market value equal to (i) six times his annual rate of salary with respect to our Chief Executive Officer or (ii) two times his or her annual rate of salary with respect to our other executive officers. Class A Common Stock equivalents are shares of Class A Common Stock beneficially owned by an executive officer (including shares held by his or her immediate family members or held in trust) and shares of Class A Common Stock underlying unvested RSUs that are subject to time-based vesting only. Unvested performance-based RSUs were not counted in determining compliance with the guidelines. Executive officers were required to retain 50% of after-tax profits realized from Company equity incentive awards until the ownership guidelines were met. Executive officers had five years from the time he or she was appointed as an executive officer of the Company to achieve the required level of ownership.

All of our executive officers who were serving immediately prior to the Merger, including our 2025 FYE NEOs, owned shares of our Class A Common Stock that exceed the applicable ownership threshold as of April 7, 2026 (prior to the Merger). As shown in the table below, Mr. Plueger beneficially owned Class A Common Stock equivalents that far exceed his ownership requirements.

Policy Prohibiting Hedging and Pledging

The Company has an anti-hedging policy applicable to our directors and all employees, including our executive officers. These individuals are prohibited from engaging in hedging transactions such as short-term or speculative transactions in the Company’s securities, including (prior to the Merger) our Class A Common Stock, or any preferred stock. These transactions include, but are not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds. The anti-hedging policy applies regardless of whether such Company securities (i) were granted to the director or employee as part of their compensation and (ii) are held directly or

14

Annual Performance-Based Incentives

Annual performance-based incentives for 2025 were earned under the terms of our 2025 Annual Cash Bonus Plan (the “Annual Cash Bonus Plan”). All of our NEOs and other officers were eligible to participate in the Annual Cash Bonus Plan in 2025. These annual performance-based bonuses were paid to drive the achievement of key business results for the year and to recognize individuals based on their contributions to those results.

Prior to the Merger, each year, the leadership development and compensation committee establishes performance metrics and objectives for bonus payments (the “performance measures”). The performance measures were set taking into account the Company’s applicable fiscal year business plan, which was developed with consideration of anticipated capital expenditures, sales, aircraft transitions, debt refinancing needs, and interest rates, as well as general economic conditions affecting our industry, and our long-term strategy. The performance measures also took into consideration expectations regarding the probability of achieving certain performance goals and include “stretch” goals that were supported by the business plan. Performance measures were set at the beginning of the annual performance period. Prior to the Merger, the leadership development and compensation committee retained the discretion to reduce any NEO’s incentive award otherwise becoming payable on any basis it deems appropriate (such as its assessment of the Company’s performance or the NEO’s individual performance).

The formula for determining annual performance-based bonuses at the end of the year was:

Target Award × Company Performance Factor for the Performance Period × Individual Performance Factor

2025 Performance Measures

In developing the 2025 performance measures, the leadership development and compensation committee selected performance measures that it considered to be important financial metrics that allowed for the evaluation of company success across the aircraft leasing landscape, as well as offering the ability to measure growth in our top-line performance and profitability on a year-over-year basis. For 2025, these annual performance measures included:

A key change from the performance measures utilized in 2024 included:

16

For 2025, the leadership development and compensation committee measured our performance to the performance measures, using a rating scale based on expectations as follows:

* For 2025, because the target level for adjusted net income before income taxes was set below the Company’s 2024 actual result, the leadership development and compensation committee capped the “significantly exceeds expectations” payout for this metric at 125% to reduce the bonus opportunity available given the reduction in target level.

For 2025, if the Company’s performance on a metric meets expectations, payout is at 100% and if the Company’s performance for that metric significantly exceeds expectations, payout for the total revenue metric is capped at 200% and payout for the adjusted net income before income taxes metric is capped at 125%. Results between the points are interpolated on a linear basis. We believe our interpolation methodology aligns company performance and executive compensation for performance results between the minimum and target performance levels, and between the target and maximum performance levels.

As previously disclosed, Mr. Udvar-Házy’s 2025 annual bonus was prorated based on his actual days serving as Executive Chairman in 2025 and was paid in cash. All of our other NEOs’ annual bonuses were paid in cash.

Goal Setting for 2025 Performance Measures and 2024 Comparison

In developing the 2025 goals for the performance measures, the Company prepared a detailed financial plan for 2025 that incorporated fleet and orderbook specific assumptions regarding expected capital expenditures and aircraft sales. The Company then integrated those assumptions with the Company’s funding strategies, including assumptions regarding interest rates, against the backdrop of existing aircraft leasing conditions to create financial goals that were directly tied to the Company’s existing fleet and orderbook and the broader business objectives for 2025. The leadership development and compensation committee then reviewed and approved the performance metrics at its February 2025 meeting.

As shown in the table below, in response to stockholder feedback in recent years, 100% of the performance measures were based on financial metrics with all strategic metrics removed and, because one of the financial metrics (adjusted net income before income taxes) was set below actual 2024 results based on management expectations, the leadership development and compensation committee capped the overall payout for that metric at 125%, down from the historical 200% included for other metrics:

2025 Performance Measures Results

In 2025, we delivered strong financial performance despite continuing higher interest rates. Based on the performance factors under the annual bonus program established at the beginning of 2025, the weighted earned payout based on our performance for 2025 (Company Performance Factor) was 141%. A summary of the 2025 performance measures as well as the related 2025 results are as follows (dollars in millions):

17

Our revenue performance in 2025 exceeded our 2025 goal. This result was primarily driven by the continued growth in our fleet by net book value, an increase in our portfolio lease yield, as well as an increase in our aircraft sales activity.

Our adjusted net income before income tax significantly exceeded the 2025 goal set by the leadership development and compensation committee with results driven primarily by higher revenues, partially offset by increases in depreciation expense and interest expense.

2025 Individual Opportunities and Performance Results

Each NEO had the opportunity to earn his or her target award (a percentage of base salary) based on Company performance, as modified by an individual performance factor (determined by the leadership development and compensation committee for 2025 to be between 0% and 120%), based on the achievement relative to individual performance goals. In no event can the award be in excess of 200% of target for any of our NEOs. We believe this individual performance modifier—which includes 100% downside leverage and only 20% upside leverage—provides the leadership development and compensation committee with the ability to adjust each individual NEO’s bonus opportunity to reflect the individual’s performance during the year.

In considering the individual performance of each of the NEOs, the leadership development and compensation committee took into account, among other things, their individual contributions to leadership within the Company, including their actions in overseeing the Company during a year of significant transition, with the retirement of Mr. Udvar-Hazy from his executive role, substantial Russian insurance recoveries, and ultimately culminating in the signing of the Merger Agreement and related acquisition matters.

The leadership development and compensation committee recognized our NEOs for the following contributions in 2025: Messrs. Plueger’s and Udvar-Házy’s individual contributions (prior to his retirement in May 2025) leading the Company to grow and execute on our expansive sales program (which represents the completion of our investment cycle on an aircraft), as well as maintaining strong relationships with the Company’s lessees; Mr. Levy’s management of our airframe and engine manufacturing agreements and obtaining required consents and approvals required for the orderbook transfer under the Merger Agreement; Ms. Forsyte’s contributions with respect to the Company’s insurance recoveries and litigation related to the Company’s former Russian fleet; and Mr. Willis’ strategic financing management pursuant to the interim operating covenants in the Merger Agreement.

2025 Annual Performance-Based Bonus Results

After evaluating the Company’s performance relative to the guidelines established at the beginning of 2025 and taking into account individual contributions in 2025, the leadership development and compensation committee awarded Messrs. Levy, Willis and Beker, and Ms. Forsyte annual cash performance bonuses in the amounts set forth below and the committee approved and recommended, and our independent Board of Directors approved, annual performance bonuses for Messrs. Udvar-Házy and Plueger in the amounts set forth below.

18

One-Time Special Cash Bonus Related to Russia Insurance Litigation

In recognition of Ms. Forsyte’s significant efforts and contribution to the Company’s Russian insurance litigation, on July 30, 2025, the leadership development and compensation committee awarded her a one-time cash bonus of $1 million following significant recoveries made by the Company as of that date.

Long-Term Equity Incentive Awards

Philosophy of Awarding Performance-Based Equity Incentive Compensation. Consistent with our executive compensation objectives in place prior to the Merger, the leadership development and compensation committee believed that an important aspect of attracting and retaining exceptionally talented executives and aligning their interests with those of our stockholders was to provide long-term equity incentive compensation comprised of both performance-based and time-based equity awards. In determining the value of annual long-term equity grants, the leadership development and compensation committee considered the executive’s total compensation, target cash, mix of long-term and short-term compensation, external market data and internal guidelines.

On February 25, 2025, we made long-term equity incentive awards to all of our NEOs (other than Mr. Udvar-Hazy) as part of our planned equity grant cycle. These long-term equity incentive awards were in the form of performance-based Book Value and TSR RSU awards and Time-based RSU awards. These awards were made under our 2023 Equity Incentive Plan. All RSUs awarded in 2025 were denominated in share units, each of which was equivalent to one share of our Class A Common Stock.

Our leadership development and compensation committee established an overall value for each executive officer and applied a mix of 50% Book Value RSUs that vest based on attainment of book value goals, 25% TSR RSUs that vest based on attainment of total stockholder return goals, and 25% Time-based RSUs that were scheduled to vest in three annual installments beginning on the first anniversary of the grant date. The weighting resulted in 75% of each executive officer’s 2025 annual award being comprised of performance-based Book Value RSUs and TSR RSUs.

The leadership development and compensation committee believed that a mix of both Book Value RSUs and TSR RSUs created a balanced performance-based incentive because the RSUs provided executives with the incentive to steadily increase the book value of the Company while also seeking an overall increase in total stockholder return over a three-year period. In 2025, the committee continued to more heavily weight Book Value RSUs relative to TSR RSUs because it believed that incentivizing the executives to grow our long-term book value per share in a capital-intensive business like ours would lead to value creation for stockholders and create a mix of incentives that we believed would drive long-term performance. Pursuant to the Merger Agreement, these awards, which contained double-trigger vesting protection for termination in connection with a change in control, were converted into restricted cash awards at

the Effective Time, with performance of these awards determined based on the greater of actual performance or target as of the most practicable date prior to the Effective Time.

The chart below shows the number of shares of Class A Common Stock underlying the 2025 long-term incentive awards granted to our NEOs at the time of grant:

19

Book Value RSUs. Book Value RSUs comprised 50% of the 2025 annual award. Prior to the Merger, because the Company’s business of acquiring and leasing commercial aircraft was capital-intensive, the book value, which is the Company’s assets minus its liabilities, was an important measure of the Company’s value. The degree to which the 2025 Book Value RSUs would vest depended on performance over a three-year measurement period. The number of shares to be received at the end of the three-year performance period, which was scheduled to run from January 1, 2025 through December 31, 2027, would depend on the growth of our book value per share from the actual book value per share on December 31, 2024 as set forth in the table below. Results between the points in the table would be interpolated on a linear basis. Pursuant to the Merger Agreement, these awards, which contained double-trigger vesting protection for termination in connection with a change in control, were converted into restricted cash awards at the Effective Time, with performance of these awards determined based on the greater of actual performance or target as of the most practicable date prior to the Effective Time.

In considering the required book value growth for payouts, the leadership development and compensation committee considered feedback from stockholders received in prior years, as well as anticipated manufacturer delivery dates for aircraft that were in our orderbook prior to the Merger. Our book value growth can be significantly impacted by impairments or write downs of our aircraft and increases or decreases in aircraft sales.

TSR RSUs. TSR RSUs comprised 25% of the 2025 annual award. The degree to which the 2025 TSR RSUs would vest depended on performance over a three-year measurement period. The number of shares to be received at the end of the three-year performance period, which was scheduled to run from January 1, 2025 through December 31, 2027, would depend on our ranking within the S&P 600 SmallCap Index as set forth in the table below. Results between the points in the table would be interpolated on a linear basis. Pursuant to the Merger Agreement, these awards, which contained double-trigger vesting protection for termination in connection with a change in control, were converted into restricted cash awards at the Effective Time, with performance of these awards determined based on the greater of actual performance or target as of the most practicable date prior to the Effective Time.

Prior to the Merger, the Company’s TSR was the change in price of a share of Class A Common Stock plus accumulated dividends over a three-year measurement period and was an indicator of management’s achievement of long-term growth in stockholder value. Comparing the Company’s TSR over a specified period of time to index companies’ returns over the same period of time is an objective external measure of the Company’s effectiveness in translating its results into stockholder returns. The leadership development and compensation committee used TSR measured against the S&P 600 SmallCap Index for awards granted in 2025 as it believed this index represented a broad range of investment alternatives with similar market capitalization as our Company, particularly as the Company was added to the S&P 600 SmallCap Index in 2024. The leadership development and compensation committee also believed that tying a portion of our executive compensation to stockholder returns measured against stockholder returns of similarly capitalized companies emphasized our pay-for-performance philosophy. As previously discussed, we operate in a highly specialized industry with a finite number of other direct comparator companies, many of which are foreign, private or are subsidiaries of other companies. For this reason, traditional industry-specific peer group benchmarking is challenging and would produce incomparable data.

20

Time-Based RSUs. Time-based RSUs comprised 25% of the total 2025 annual award. Prior to the Merger, time-based rewards were used to promote the retention of our talented management team, while still incentivizing a focus on long-term results because the ultimate value of the time-based RSUs was tied to our stock price. These awards were scheduled to vest in three annual installments of 33% on February 25, 2026, 33% on February 25, 2027, and 34% on February 25, 2028. Pursuant to the Merger Agreement, these awards, which contained double-trigger vesting protection for termination in connection with a change in control, were converted into restricted cash awards at the Effective Time.

Vesting of Performance Awards Previously Granted. The Company’s December 31, 2025 per share book value was $67.76 (as adjusted to account for certain merger related actions, including the 280G mitigation, and expenses as permitted pursuant to the Merger Agreement), resulting in the vesting of 200% of the 2023 Book Value RSUs. The Company’s December 31, 2025 total stockholder return percentile ranking at the end of the three-year performance period placed it in the 76^th percentile of the companies included in the S&P 400 MidCap Index, resulting in the vesting of 171% of the 2023 TSR RSUs.

Other Compensation

Retirement Programs. We maintain a 401(k) savings plan for our employees and, under the terms of the plan, will make matching contributions in amounts equal to 116% of up to 6% of the contributions made by each NEO.

Benefits and Perquisites. Our NEOs generally receive the same healthcare benefits as our other employees during the term of their employment. During 2025, we paid Mr. Plueger’s premiums for a $2.0 million term life insurance policy payable to his beneficiaries and we paid Mr. Udvar-Házy’s premiums for a $5.0 million term life insurance policy payable to his beneficiaries. In addition, in 2025, we paid the premiums for Messrs. Plueger, Udvar-Házy, Levy, Willis and Korde, and Ms. Forsyte under our group term life insurance program, in which all of our employees participate.

Personal Use of Company Aircraft. The Board of Directors has adopted a travel policy that requires anyone serving in the role of Chief Executive Officer and President and Executive Chairman to use, to the maximum extent practicable, Company-owned aircraft for personal use as well as business travel. Consistent with the methodology we have employed since 2014, we determine the incremental cost of personal use of Company aircraft by calculating the average variable operating cost per hour to us (which includes fuel, landing fees, customs and foreign permit fees, navigation fees, certain maintenance costs, catering, crew travel and other miscellaneous variable costs) and then multiply that result by the total hours flown for personal use and repositioning (if any). Because Company aircraft are used primarily for business travel, our methodology excludes fixed costs that do not change based on usage, such as pilot and crew salaries, aircraft purchase costs, and hangar storage costs. From time to time, Company executives and their family members and guests may accompany them on business travel on Company aircraft for which we incur no, or de minimis, incremental costs. In 2025, the incremental cost of personal use of Company aircraft by Messrs. Plueger and Udvar-Házy (until his retirement from his executive role in May 2025) was approximately $157,131, and $122,050, respectively.

Executive Severance Plan

Under the Air Lease Corporation Executive Severance Plan, as amended May 3, 2017, Company employees who are senior vice presidents and above who are designated by the leadership development and compensation committee (or persons appointed by the committee) and who are not party to an individual severance agreement (“Covered Employees”) would generally be entitled to receive severance benefits under the Executive Severance Plan. The committee has designated our current executive officers and senior vice presidents as participants. Our former Chief Executive Officer and former Executive Chairman were not participants because they were each a party to individual severance agreements. The severance benefits are generally conditioned upon execution of a release of claims and continued compliance with confidentiality provisions as set forth in the Executive Severance Plan.

280G Mitigation Measures

In connection with the Merger, all 2025 FYE NEOs became entitled to receive payments and benefits that may be deemed to be “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G” and the “Code”, respectively). To mitigate the potential impact of Section 280G and Section 4999 of the Code on the Company and the 2025 FYE NEOs, among others, the leadership development and compensation committee (or, with respect to Mr. Plueger, the independent

21

directors of the Board), with the advice of the Company’s Section 280G consultant, approved, on December 22, 2025, the acceleration on December 31, 2025 of the vesting and payment to (i) each of the 2025 FYE NEOs of an amount equal to their target 2025 annual cash bonus under the annual cash bonus program, and (ii) solely with respect to Mr. Plueger, the vesting and settlement of 43,093 and 100,549 shares of the Company’s Class A Common Stock, based on estimated performance achievement levels of 150% and 175% of Mr. Plueger’s 2024 TSR RSU award and book value RSU award, respectively. These actions were intended to benefit the Company by preserving compensation-related corporate income tax deductions for the Company that otherwise might be disallowed through the operation of Section 280G and to mitigate or eliminate the amount of excise tax that may be payable by the 2025 FYE NEOs pursuant to Section 4999 of the Code in connection with Section 280G in certain circumstances.

As a condition to the effectiveness of the leadership development and compensation committee’s approval of the accelerated vesting and payments described above, each 2025 FYE NEO executed an Acceleration and Clawback Agreement (the “Clawback Agreement”), dated as of December 31, 2025, providing, among other things, that the applicable 2025 FYE NEO’s accelerated payments are subject to certain repayment and true-up conditions, as described in the Clawback Agreement. The description of the Clawback Agreement is qualified in its entirety by reference to the full text of the form of Clawback Agreement, a copy of which was filed as Exhibit 10.247 to the 2025 Form 10-K. The final 2025 cash bonus earned by each 2025 FYE NEO exceeded the applicable 2025 FYE NEO’s accelerated amount, and the incremental 2025 cash bonus amount due to each 2025 FYE NEO was paid in February 2026. Additionally, the actual performance of the 2024 book value and TSR RSUs as determined pursuant to the Merger Agreement at the Effective Time exceeded the amounts accelerated to Mr. Plueger, and the incremental 2024 book value and TSR RSUs were converted to restricted cash awards pursuant to the terms of the Merger Agreement at the Effective Time.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (the “Code”) generally prohibits a publicly-held company from deducting compensation paid to a current or former NEO that exceeds $1.0 million during the tax year. However, certain amounts payable to executives pursuant to written binding contracts that were in effect on November 2, 2017 may qualify for an exception to the $1.0 million deductibility limit.

As one of the factors in its consideration of compensation matters, the leadership development and compensation committee notes this deductibility limitation. However, the committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible. Section 409A of the Code imposes an excise tax on the recipient of certain non-qualified deferred compensation. The committee attempts to structure all executive compensation to comply with, or be exempt from, Section 409A.

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires the Company to recognize compensation expense for share-based payments (including various forms of equity compensation). FASB ASC Topic 718 is taken into account by the leadership development and compensation committee when determining equity-based compensation awards.

Compensation Committee Report

Management has prepared the Compensation Discussion and Analysis set forth above. Because the Company does not have a standing compensation committee following the Merger, the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with the Company’s management. Based on this review and discussion, the Board of Directors recommended that the Compensation Discussion and Analysis be included in this Amendment.

The Board of Directors

Nori Hiruta, Chair

David Swan

Sabrina Lemmens

The foregoing report of the leadership development and compensation committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by us (including any future filings) under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.

22

Compensation Committee Interlocks and Insider Participation

During all of 2025, the leadership development and compensation committee was composed of Ms. Krongard, Ms. McCaw, Mr. Larsen and Mr. Milton. None of these former directors had at any time been one of our officers or employees. In addition, during 2025, none of our then current executive officers served as a member of the board of directors or the leadership development and compensation committee of any entity that has one or more executive officers who served on our Board of Directors or leadership development and compensation committee.

Executive Compensation Tables

Summary Compensation Table

The following table summarizes compensation paid to or earned by our NEOs during the years ended December 31, 2025, 2024 and 2023.

23

401(k) Employer Matching Contributions: In 2025, we made matching contributions to a 401(k) savings plan that we maintain for our employees of $35,690 for each of Messrs. Plueger, Levy and Ms. Forsyte, $27,260 for Mr. Willis and $20,880 for Mr. Udvar-Házy, in accordance with our policy.

Personal Aircraft Usage: In 2025, the incremental cost of the personal use of the Company aircraft for Messrs. Plueger and Udvar-Hazy was $157,131 and $122,050, respectively (see disclosure of Messrs. Plueger and Udvar-Házy’s personal use of company aircraft under Compensation Discussion and Analysis—Elements of the Executive Compensation Program—Personal Use of Company Aircraft).

Mr. Udvar Hazy’s Retirement: For Mr. Udvar-Hazy, also includes amounts payable pursuant to the terms of his Letter Agreement related to his May 2025 retirement from his executive role, including (i) salary continuation at his current annual base salary of $1,800,000 and continued health coverage until the second anniversary of his retirement date, (ii) an amount equal to approximately $5,600,000, representing two times the average of his prior three annual bonus payments received during the 36-month period immediately prior to his retirement date. Amount also includes payment for accrued but unused vacation upon separation of employment of $197,616.

24

Grants of Plan-Based Awards

The following table sets forth information concerning grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2025. For a discussion of the treatment of the RSUs granted below in the Merger, see “Executive Compensation Program—Long-Term Equity Incentive Awards” above.

25

26

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning option awards and stock awards for our NEOs outstanding as of the end of the fiscal year ended December 31, 2025. For a discussion of the treatment of the RSUs granted below in the Merger, see “Executive Compensation Program—Long-Term Equity Incentive Awards” above.

27

28

Option Exercises and Stock Vested

The following table sets forth information concerning options exercised and RSUs vested for our NEOs during the fiscal year ended December 31, 2025.

29

Employment Agreements and Arrangements and Potential Payments upon Termination or Change in Control

Employment Agreements with the Company

Prior to the Merger, our Company did not have any employment agreements with the NEOs. However, the Company had entered into a dual employment assignment with each of Mr. Plueger, our former Chief Executive Officer and President, and Mr. Korde, our Executive Vice President, Marketing, to formalize their activities with the Company’s Irish leasing platform.

Pursuant to his dual assignment, Mr. Plueger continued in his role as an employee of the Company, but was also an employee of ALC Aircraft Limited, a wholly-owned subsidiary of the Company, (“ALC Ireland”), as an Executive Officer of Marketing. In connection with Mr. Plueger’s assignment in Ireland, ALC Ireland entered into an employment agreement with him, effective March 1, 2023, describing his employment with ALC Ireland (as amended on April 16, 2025, the “Ireland Employment Agreement”). The severance and termination benefits for Mr. Plueger did not increase as a result of the entry into the Ireland Employment Agreement, as the Ireland Employment Agreement was intended to allocate payment obligations for Mr. Plueger’s base salary compensation between the Company and ALC Ireland based on the time he was expected to devote to matters at ALC Ireland.

In addition, pursuant to his dual assignment, Mr. Korde continues in his role as an employee of the Company, but is also an employee of ALC Ireland, as an Senior Marketer. In connection with Mr. Korde’s assignment in Ireland, ALC Ireland entered into an employment agreement with him, effective November 1, 2025, describing his employment with ALC Ireland (the “Korde Ireland Employment Agreement”). The severance and termination benefits for Mr. Korde did not increase as a result of the entry into the Korde Ireland Employment Agreement, as the Korde Ireland Employment Agreement was intended to allocate payment obligations for Mr. Korde’s base salary compensation between the Company and ALC Ireland based on the time he was expected to devote to matters at ALC Ireland.

Finally, the Company previously entered into a dual employment assignment with Mr. Udvar-Házy, Executive Chairman to formalize his activities with the Company’s Irish leasing platform. This dual employment assignment terminated on May 2, 2025 in connection with Mr. Udvar-Házy’s retirement from his executive role. See “Letter Agreement, Ireland Employment Agreement and Severance Agreement with Mr. Udvar-Házy” below for more information.

Ireland Employment Agreement and Other Employment Arrangements with our Former Chief Executive Officer and President

Ireland Employment Agreement. Mr. Plueger’s Ireland Employment Agreement provided that ALC Ireland would pay Mr. Plueger a gross salary of €440,000 per annum (subject to tax and other deductions required by law or provided for under Mr. Plueger’s Ireland Employment Agreement), which represented approximately 50% of Mr. Plueger’s total annual base salary of $1,000,000 approved by the Company’s leadership development and compensation committee (the “Plueger Annual Salary”). As a result of the dual employment assignment and pursuant to the Plueger Letter Agreement described below, the Company was responsible for payment of the remaining 50% of the Plueger Annual Salary. Mr. Plueger was expected to devote 50% of his working time to his duties as Executive Officer of Marketing for ALC Ireland in accordance with the terms of his Ireland Employment Agreement.

The Ireland Employment Agreement was for a fixed term, beginning on March 1, 2023 and was scheduled to automatically end on March 1, 2028. During the course of the fixed term, the Ireland Employment Agreement could be terminated by (i) either party upon providing written notice as set out in the Minimum Notice and Terms of Employment Act of 1973 (as may be amended from time to time), which currently is between one week for less than two weeks of service with ALC Ireland and eight weeks for 15 years or more of service, or (ii) ALC Ireland, in its sole discretion, without notice if it provides payment of one year’s salary to Mr. Plueger under the Ireland Employment Agreement. Additionally, under the Ireland Employment Agreement, ALC Ireland could terminate Mr. Plueger’s employment with immediate effect at any time without notice or payment in lieu of notice if Mr. Plueger (i) was found guilty of gross misconduct or (ii) in other circumstances which justify summary dismissal. If Mr. Plueger’s employment by the Company was terminated, his employment by ALC Ireland under the Ireland Employment Agreement immediately ceased. Mr. Plueger’s Ireland Employment Agreement terminated on April 8, 2026 in connection with his termination without cause in connection with the Merger.

30

The Company had also entered into a letter agreement, effective as of February 14, 2023, with Mr. Plueger (as amended on April 16, 2025, the “Letter Agreement”) which confirmed the terms of Mr. Plueger’s compensation and other benefits with the Company while he provided services concurrently to ALC Ireland, including that (i) the Company would pay the remainder of the Plueger Annual Salary; (ii) Mr. Plueger was eligible to participate in the Company’s annual performance-based incentive bonuses and long-term equity incentive awards; (iii) Mr. Plueger was eligible for the Company’s other benefits and retirement program; and (iv) Mr. Plueger was eligible to receive payments under his Severance Agreement with the Company, and such payments would be calculated based on his total compensation from the Company and ALC Ireland, subject to the conditions of the Letter Agreement. The Letter Agreement also provided that the Company would (i) assist Mr. Plueger in assessing tax obligations under Ireland and U.S. federal and state tax laws at the Company’s expense and (ii) provide tax equalization, including gross-ups, to help defray additional tax liabilities associated with his employment in Ireland, if Mr. Plueger’s employment by ALC Ireland resulted in him incurring increased personal tax liabilities. The Letter Agreement also specified that termination of Mr. Plueger’s employment under the Ireland Employment Agreement did not automatically terminate his employment with the Company. The termination of Mr. Plueger’s employment with the Company would however automatically terminate his employment with ALC Ireland pursuant to the Ireland Employment Agreement. Mr. Plueger’s Irish Letter Agreement terminated on April 8, 2026 in connection with his termination without cause in connection with the Merger.

Other Employment Arrangements. In connection with Mr. Plueger becoming our Chief Executive Officer and President, the Company entered into a Severance Agreement with him, effective July 1, 2016. As described in the discussion and tables below, Mr. Plueger’s Severance Agreement and the Executive Severance Plan that became effective February 22, 2017, as amended May 3, 2017, provided for payments and other benefits to our 2025 FYE NEOs if their employment with us was terminated under certain circumstances, including following a change in control. Certain of our employee benefits plans, including our 2023 Equity Incentive Plan and our NEOs’ award agreements under each of the plans, also provide for such benefits. Although an employee is entitled to severance benefits under any applicable Company agreement, an employee’s benefit under the Executive Severance Plan will be reduced by any other severance or termination payments received.

Severance Agreement with our Former Chief Executive Officer and President

Severance Agreement with Mr. Plueger. The Severance Agreement between the Company and Mr. Plueger was effective as of July 1, 2016, with a three year term ending July 1, 2019, subject to automatic additional one-year extensions, unless terminated by either party with at least 90 days’ notice (the “Term”). Except with respect to the equity award provisions described below, the Severance Agreement provided for severance benefits that were substantially similar to the severance benefits previously provided in Mr. Plueger’s now-terminated employment agreement.

Termination Provisions under the Severance Agreement. The terms of Mr. Plueger’s Severance Agreement relating to termination of employment are described below:

31

“Cause” was defined for the purposes of the Severance Agreement as (i) conviction of, or plea of guilty or nolo contendere to, a felony or a crime of moral turpitude; (ii) willful fraud, misappropriation, dishonesty or embezzlement, having a material adverse financial, economic or reputational effect on the Company; (iii) willful misconduct or gross or willful neglect in the performance of duties; or (iv) breach in any material respect of the terms and provisions of the Severance Agreement. The Severance Agreement provided that in the event of termination of Mr. Plueger’s employment pursuant to clauses (iii) or (iv), the Company would provide Mr. Plueger with a notice of termination not more than 30 days following the occurrence of such event (or if later, the Company’s actual knowledge of such event). Mr. Plueger could not be terminated for “Cause” unless such termination is approved by a vote of the majority of the entire Board of Directors (or such other vote required pursuant to the bylaws of the Company) at a meeting duly called and held at which the executive had the right to be present and be heard.

“Good Reason” under the Severance Agreement included (i) the material reduction of Mr. Plueger’s authority, duties and responsibilities, or the assignment to him of duties materially inconsistent with his position or positions with our Company or the failure to report directly to the Board of Directors; (ii) a reduction in his then current annual salary; or (iii) the relocation of his office more than 35 miles from his then current office location. Mr. Plueger was required to provide us with notice and a 30-day cure period, and if cured, the event or condition at issue would not constitute “Good Reason”.

32

Mr. Plueger had no obligation to mitigate damages in the event of a termination of his employment, and no payments under the Severance Agreement were subject to offset in the event that he did mitigate. Mr. Plueger was terminated without Cause in connection with the Merger in April 2026.

Equity Award Arrangements with our Former Chief Executive Officer and President

Mr. Plueger was granted Time-based RSUs in 2025 that were scheduled to vest annually in three installments of 33%, 33% and 34%, respectively, on the anniversary of the date of grant; provided however, if his employment was terminated prior to vesting (i) without Cause or for Good Reason (as such terms are defined in the award agreement) within twenty-four months of a Change in Control (as such term is defined in the award agreement) or if his employment was terminated by reason of death or Disability (as such term is defined in the award agreement), the RSUs would immediately vest in full or (ii) without Cause or for Good Reason outside of twenty-four months of a Change in Control prior to vesting, the RSUs would pro rata vest through the date of termination. Mr. Plueger was terminated without Cause in connection with the Merger in April 2026.

Letter Agreement, Ireland Employment Agreement and Severance Agreement with Mr. Udvar-Házy

Ireland Employment Agreement. The Company previously entered into a dual employment assignment with Mr. Udvar-Házy to formalize his activities with the Company’s Irish leasing platform. Pursuant to this dual assignment, Mr. Udvar-Házy continued in his role as an employee of the Company but also served as an employee of ALC Aircraft Limited, a wholly-owned subsidiary of the Company, (“ALC Ireland”), as an Executive Officer of Marketing. In connection with Mr. Udvar-Házy’s assignment in Ireland, ALC Ireland entered into an employment agreement with Mr. Udvar-Házy, effective March 1, 2023, describing his employment with ALC Ireland (the “Ireland Employment Agreement”).

Mr. Udvar-Házy’s Ireland Employment Agreement provided that ALC Ireland would pay Mr. Udvar-Házy a gross salary of €875,000 per annum (subject to tax and other deductions required by law or provided for under Mr. Udvar-Házy’s Ireland Employment Agreement), which represented approximately 50% of Mr. Udvar-Házy’s total annual base salary of $1,800,000 approved by the Company’s leadership development and compensation committee (the “Udvar-Házy Annual Salary”). As a result of the dual employment assignment and pursuant to the Udvar-Házy Letter Agreement described below, the Company was responsible for payment of the remaining 50% of the Udvar-Házy Annual Salary. Mr. Udvar-Házy was expected to devote 50% of his working time to his duties as Executive Officer of Marketing for ALC Ireland in accordance with the terms of his Ireland Employment Agreement.

The Ireland Employment Agreement was for a fixed term, beginning on March 1, 2023 and automatically ending on March 1, 2028. During the course of the fixed term, the Ireland Employment Agreement could be terminated by (i) either party upon providing written notice as set out in the Minimum Notice and Terms of Employment Act of 1973 (as may be amended from time to time), which currently is between one week for less than two weeks of service with ALC Ireland and eight weeks for 15 years or more of service, or (ii) ALC Ireland, in its sole discretion, without notice if it provided payment of one year’s salary to Mr. Udvar-Házy under the Ireland Employment Agreement. Additionally, under the Ireland Employment Agreement, ALC Ireland could terminate Mr. Udvar-Házy’s employment with immediate effect at any time without notice or payment in lieu of notice if Mr. Udvar-Házy (i) was found guilty of gross misconduct or (ii) in other circumstances which justified summary dismissal. If Mr. Udvar-Házy employment by the Company was terminated, his employment by ALC Ireland under the Ireland Employment Agreement would immediately cease, subject to any applicable termination payments described in the Ireland Employment Agreement. Mr. Udvar-Házy’s Ireland Employment Agreement terminated on May 2, 2025 in connection with his retirement from his executive role with the Company.

Ireland Letter Agreement. The Company previously entered into an Irish letter agreement, effective as of February 14, 2023, with Mr. Udvar-Házy (the “Irish Letter Agreement”) which confirmed the terms of Mr. Udvar-Házy’s compensation and other benefits with the Company while he provided services concurrently to ALC Ireland, including that (i) the Company would pay the remainder of the Udvar-Házy Annual Salary; (ii) Mr. Udvar-Házy was eligible to participate in the Company’s annual performance-based incentive bonuses and long-term equity incentive awards; (iii) Mr. Udvar-Házy was eligible for the Company’s other benefits and retirement program; and (iv) Mr. Udvar-Házy was eligible to receive payments under his Severance Agreement (described below) with the Company, and such payments would be calculated based on his total compensation from the Company and ALC Ireland, subject to the conditions of the Irish Letter Agreement. The Irish Letter Agreement also provided that the Company would (i) assist Mr. Udvar-Házy in assessing tax obligations under Ireland and U.S. federal and state tax laws at the Company’s expense and (ii) provide tax equalization, including gross-ups, to help defray additional tax liabilities associated with his employment in Ireland, if Mr. Udvar-Házy’s employment by ALC Ireland results in him incurring increased personal tax liabilities. The Irish Letter Agreement also specified that termination of

33

Mr. Udvar-Házy’s employment under the Ireland Employment Agreement did not automatically terminate his employment with the Company. The termination of Mr. Udvar-Házy’s employment with the Company would however automatically terminate his employment with ALC Ireland pursuant to the Ireland Employment Agreement. Mr. Udvar-Házy’s Irish Letter Agreement terminated on May 2, 2025 in connection with his retirement from his executive role with the Company.

Severance Agreement. The Severance Agreement between the Company and Mr. Udvar-Házy was effective as of July 1, 2016, with a three year term ending July 1, 2019, subject to automatic additional one-year extensions, unless terminated by either party with at least 90 days’ notice (the “Term”). As described below, payments to Mr. Udvar-Házy under the Letter Agreement (as defined below) satisfy any compensation or benefits that would have been due under the Severance Agreement.

Termination Provisions under the Severance Agreement. The terms of Mr. Udvar-Házy’s Severance Agreement relating to termination of employment are described below:

34

“Cause” was defined for the purposes of the Severance Agreement as (i) conviction of, or plea of guilty or nolo contendere to, a felony or a crime of moral turpitude; (ii) willful fraud, misappropriation, dishonesty or embezzlement, having a material adverse financial, economic or reputational effect on the Company; (iii) willful misconduct or gross or willful neglect in the performance of duties; or (iv) breach in any material respect of the terms and provisions of the Severance Agreement. The Severance Agreement provided that in the event of termination of Mr. Udvar-Házy’s employment pursuant to clauses (iii) or (iv), the Company would have provided him with a notice of termination not more than 30 days following the occurrence of such event (or if later, the Company’s actual knowledge of such event). Mr. Udvar-Házy would not be terminated for “Cause” unless such termination was approved by a vote of the majority of the entire Board of Directors (or such other vote required pursuant to the bylaws of the Company) at a meeting duly called and held at which Mr. Udvar-Házy had the right to be present and be heard.

“Good Reason” under the Severance Agreement included (i) the material reduction of Mr. Udvar-Házy’s authority, duties and responsibilities, or the assignment to him of duties materially inconsistent with his position or positions with our Company or the failure to report directly to the Board of Directors; (ii) a reduction in his then current annual salary; or (iii) the relocation of his office more than 35 miles from his then current office location. Mr. Udvar-Házy’ was required to provide us with notice and a 30-day cure period, and if cured, the event or condition at issue would not have constituted “Good Reason”.

Mr. Udvar-Házy had no obligation to mitigate damages in the event of a termination of his employment, and no payments under his Severance Agreement would have been subject to offset in the event that he did not mitigate.

Letter Agreement. On March 13, 2025, the Company, ALC Ireland and Mr. Udvar-Házy entered into a letter agreement (the “Letter Agreement”), specifying the terms of his retirement from the Company and ALC Ireland effective as of May 2, 2025 (the “Retirement Date”), and his transition to Non-Executive Chairman of the Company. The Letter Agreement provided that Mr. Udvar-Házy was entitled to retirement benefits that were based on the benefits to which he was entitled under his Severance Agreement with the Company and his then-existing equity award agreements with the Company (the “Award Agreements”). In consideration of Mr. Udvar-Házy’s acceptance of the Letter Agreement, and acceptance and delivery of certain associated releases, he was entitled to receive the following: (i) salary continuation at his current annual base salary of $1.8 million and continued health coverage until the second anniversary of the Retirement Date; (ii) an amount equal to approximately $5.6 million, representing two times the average of his prior three annual bonus payments received during the 36-month period immediately prior to the Retirement Date, payable in cash in substantially equal installments over the two-year period following the Retirement Date; (iii) a prorated cash bonus with respect to 2025 based on actual Company performance for the full year payable on or before March 15, 2026; and (iv) continued vesting of his outstanding restricted stock units (“RSUs”), as described below. The Letter Agreement also provided that the Board would nominate and recommend Mr. Udvar-Házy for election as a director to serve as Chairman at the Annual Meeting, where his role as Chairman consisted of attending and presiding over Company stockholder and Board meetings, and performing such other duties and responsibilities as may be requested by the Board. Pursuant to the Letter Agreement and consistent with the terms of the Award Agreements, his outstanding RSUs continued to vest in accordance with their terms. The Letter Agreement provided notice of termination of Mr. Udvar-Házy’s Ireland Employment Agreement and the benefits provided pursuant to the Letter Agreement superseded any benefits that would have been due pursuant to Mr. Udvar-Házy’s Ireland Employment Agreement and Severance Agreement (both as described above). During Mr. Udvar-Hazy’s service as Chairman, he received the compensation described in the section entitled “Director Compensation.”

Pursuant to the Letter Agreement, following his separation of service with Company which occurred in connection with the Merger, Mr. Udvar-Hazy will continue to be bound by his obligations concerning confidentiality, non-solicitation, and assignment of rights to intellectual property, and he is also subject to six-month non-competition, and mutual non-disparagement obligations with respect to the Company and its affiliates.

35

Ireland Employment Agreement with Mr. Korde

Ireland Employment Agreement. Mr. Korde’s Ireland Employment Agreement provided that ALC Ireland would pay Mr. Korde a gross salary of €368,000 per annum (subject to tax and other deductions required by law or provided for under Mr. Korde’s Ireland Employment Agreement), which represented approximately 50% of Mr. Korde’s total annual base salary of $840,000 approved by the Company’s leadership development and compensation committee (the “Korde Annual Salary”). As a result of the dual employment assignment and pursuant to the Korde Letter Agreement described below, the Company was responsible for payment of the remaining 50% of the Korde Annual Salary. Mr. Korde was expected to devote 50% of his working time to his duties as a Senior Marketer for ALC Ireland in accordance with the terms of his Ireland Employment Agreement.

The Ireland Employment Agreement was for a fixed term, beginning on November 1, 2025 and was scheduled to automatically end on November 1, 2030. During the course of the fixed term, the Ireland Employment Agreement could be terminated by (i) either party upon providing written notice as set out in the Minimum Notice and Terms of Employment Act of 1973 (as may be amended from time to time), which currently is between one week for less than two weeks of service with ALC Ireland and eight weeks for 15 years or more of service, or (ii) ALC Ireland, in its sole discretion, without notice if it provides payment of one year’s salary to Mr. Korde under the Ireland Employment Agreement. Additionally, under the Ireland Employment Agreement, ALC Ireland could terminate Mr. Korde’s employment with immediate effect at any time without notice or payment in lieu of notice if Mr. Korde (i) was found guilty of gross misconduct or (ii) in other circumstances which justify summary dismissal. If Mr. Korde’s employment by the Company was terminated, his employment by ALC Ireland under the Ireland Employment Agreement immediately ceased.

The Company had also entered into a letter agreement, effective as of October 2, 2025, with Mr. Korde (the “Korde Letter Agreement”) which confirmed the terms of Mr. Korde’s compensation and other benefits with the Company while he provided services concurrently to ALC Ireland, including that (i) the Company would pay the remainder of the Korde Annual Salary; (ii) Mr. Korde was eligible to participate in the Company’s annual performance-based incentive bonuses and long-term equity incentive awards; (iii) Mr. Korde was eligible for the Company’s other benefits and retirement program; and (iv) Mr. Korde was eligible to receive payments under the Company’s Executive Severance Plan, and such payments would be calculated based on his total compensation from the Company and ALC Ireland, subject to the conditions of the Letter Agreement. The Letter Agreement also provided that the Company would (i) assist Mr. Korde in assessing tax obligations under Ireland and U.S. federal and state tax laws at the Company’s expense and (ii) provide tax equalization, including gross-ups, to help defray additional tax liabilities associated with his employment in Ireland, if Mr. Korde’s employment by ALC Ireland resulted in him incurring increased personal tax liabilities. The Letter Agreement also specified that termination of Mr. Korde’s employment under the Ireland Employment Agreement did not automatically terminate his employment with the Company. The termination of Mr. Korde’s employment with the Company would however automatically terminate his employment with ALC Ireland pursuant to the Ireland Employment Agreement.

Executive Severance Plan

The Board of Directors approved and adopted the Air Lease Corporation Executive Severance Plan (“Severance Plan”), as amended May 3, 2017. Under the Severance Plan, Company employees who are senior vice presidents and above, who were designated by the leadership development and compensation committee (or persons appointed by the committee) and who were not party to an individual severance agreement (“Covered Employees”) would generally be entitled to receive severance benefits under the Severance Plan. The leadership development and compensation committee designated our executive and senior vice presidents as participants. Our former Chief Executive Officer and President was not a participant because he was a party to an individual severance agreement as described above. The severance benefits are generally conditioned upon execution of a release of claims and continued compliance with confidentiality provisions as set forth in the Severance Plan.

Termination without Cause by the Company Other Than within Twenty-Four Months of a Change in Control. If a Covered Employee’s employment is terminated by the Company without Cause, as defined in the Severance Plan, other than within twenty-four months of a Change in Control, as defined under the Company’s 2014 Equity Incentive Plan and any successor plan (which includes the 2023 Equity Incentive Plan), the Covered Employee will be entitled to receive the following:

36

Termination without Cause or by the Covered Employee for Good Reason within 24 months of a Change in Control. If a Covered Employee’s employment is terminated by the Company without Cause or is terminated by a Covered Employee for Good Reason, as defined in the Severance Plan, within 24 months of a Change in Control, the Covered Employee will be entitled to receive the following:

Messrs. Levy and Willis and Ms. Forsyte were terminated without cause in connection with the Merger on April 8, 2026.

Termination due to disability or death. If a Covered Employee’s employment is terminated due to disability or death, the Covered Employee or his or her estate or beneficiaries will be entitled to receive: