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Air Lease Corporation

09/24/2024 | Press release | Distributed by Public on 09/24/2024 14:02

Amendments to Bylaws Form 8 K

Item 3.03.

Material Modification to Rights of Security Holders.

As of the issuance by Air Lease Corporation (the "Company") of its 6.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D, par value $0.01, with a liquidation preference of $1,000.00 per share (the "Series D Preferred Stock") on September 24, 2024, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of other stock of the Company that rank junior to the Series D Preferred Stock either as to the payment of dividends and/or as to the distribution of assets upon the liquidation, dissolution or winding up of the Company is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series D Preferred Stock for the last preceding dividend period. In addition, as of the issuance by the Company of its Series D Preferred Stock on September 24, 2024, the ability of the Company to purchase, redeem or otherwise acquire shares of its 6.150% Fixed-to-FloatingRate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01, with a liquidation preference of $25.00 per share (the "Series A Preferred Stock"), 4.650% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01, with a liquidation preference of $1,000.00 per share (the "Series B Preferred Stock"), 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, par value $0.01, with a liquidation preference of $1,000.00 per share (the "Series C Preferred Stock") or any shares of other stock of the Company that rank on a parity with the Series D Preferred Stock as to the payment of dividends is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series D Preferred Stock for the last preceding dividend period.

The terms of the Series D Preferred Stock, including such restrictions, are more fully described in Item 5.03 below, and this description is qualified in its entirety by reference to the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-Kand is incorporated herein by reference.