Air Lease (NYSE: AL) announces financial results for the three and nine months ended September 30, 2025.

Third Quarter 2025 Results

The following table summarizes our operating results for the three and nine months ended September 30, 2025 and 2024 (in millions, except per share amounts and percentages):

Highlights

• In the third quarter, we entered into an agreement and plan of merger to be acquired by Sumisho Air Lease Corporation Designated Activity Company as described in more detail below. The transaction is currently expected to close in the first half of 2026 and is subject to customary closing conditions, including approval by our Class A common stockholders and receipt of certain regulatory approvals. Under the terms of the merger agreement, AL’s Class A common stockholders will be entitled to receive $65.00 per share cash consideration, without interest and less any applicable withholding taxes, for each share of Class A Common Stock they own, representing a total valuation of approximately $7.4 billion, or approximately $28.2 billion including debt obligations to be assumed or refinanced net of cash.

• During the third quarter, we took delivery of 13 aircraft from our orderbook, representing $685.0 million in aircraft investments, ending the period with 503 aircraft in our owned fleet and over $33 billion in total assets.

• We recognized a net benefit of approximately $60 million from the settlement of insurance claims related to our former Russian fleet for the three months ended September 30, 2025. As of November 3, 2025, we have recovered 104% of our Russian Fleet write-off that was recorded in March of 2022 at the onset of the Russian-Ukraine War.

• Sold five aircraft during the third quarter for $220 million in sales proceeds.

• We have approximately $1.6 billion of aircraft in our sales pipeline¹, which includes approximately $342 million in flight equipment held for sale as of September 30, 2025 and approximately $1.3 billion of aircraft subject to letters of intent.

• Placed 100% and 96% of our expected orderbook on long-term leases for aircraft delivering through the end of 2026 and 2027, respectively, and placed approximately 64% of our entire orderbook delivering through 2031.

• Ended the quarter with $29.3 billion in committed minimum future rental payments consisting of $19.6 billion in contracted minimum rental payments on the aircraft in our existing fleet and $9.7 billion in minimum future rental payments related to aircraft which will deliver during the last three months of 2025 through 2031.

• On October 31, 2025, our board of directors approved a quarterly cash dividend of $0.22 per share on our outstanding Class A common stock. This quarterly dividend of $0.22 per share will be paid on January 8, 2026, to holders of record of our Class A common stock as of December 4, 2025.

Merger Agreement

On September 2, 2025, AL announced that it entered into an agreement and plan of merger to be acquired by Sumisho Air Lease Corporation Designated Activity Company (formerly known as Gladiatora Designated Activity Company), a newly formed holding company established in connection with the proposed transaction. If the transaction is consummated, Sumisho Air Lease Corporation Designated Activity Company will be owned by Sumitomo Corporation, SMBC Aviation Capital Limited, and affiliates of Apollo Capital Management, L.P. and affiliates of Brookfield Asset Management Ltd. Under the terms of the merger agreement, AL’s Class A common stockholders will be entitled to receive $65.00 per share cash consideration, without interest and less any applicable withholding taxes, for each share of Class A Common Stock they own, representing a total valuation of approximately $7.4 billion, or approximately $28.2 billion including debt obligations to be assumed or refinanced net of cash.

Financial Overview

Our total rental of flight equipment revenue for the three months ended September 30, 2025 increased by approximately 9%, to $681 million, as compared to the three months ended September 30, 2024. The increase is primarily due to the continued growth of our fleet and an increase in our portfolio lease yield.

Our gain on aircraft sales and trading and other income for the three months ended September 30, 2025 decreased by 32%, to $44 million, as compared to the three months ended September 30, 2024, primarily driven by lower sales activity. We recorded $35.0 million in gains from the sale of five aircraft for the three months ended September 30, 2025, compared to $50 million in gains from the sale of nine aircraft and two sales-type leases for the three months ended September 30, 2024.

Our net income attributable to common stockholders for the three months ended September 30, 2025 was $135 million, or $1.21 per diluted share, as compared to $92 million, or $0.82 per diluted share, for the three months ended September 30, 2024. Net income attributable to common stockholders increased from the prior year period primarily due to higher rental revenues and a net benefit of $60 million from the settlement of insurance claims with certain insurers related to aircraft detained in Russia. This was partially offset by lower sales activity, an increase in our selling, general and administrative expenses due to approximately $9 million in costs associated with the merger and higher interest expense driven by the increase in our composite cost of funds.

Adjusted net income before income taxes during the three months ended September 30, 2025 was $145 million, or $1.29 per adjusted diluted share, as compared to $140 million, or $1.25 per adjusted diluted share, for the three months ended September 30, 2024. The increase is primarily due to an increase in our total rental of flight equipment revenues as discussed above, partially offset by lower sales activity and higher interest expense.

Flight Equipment Portfolio

As of September 30, 2025, the net book value of our fleet increased to $29.5 billion, compared to $28.2 billion as of December 31, 2024. As of September 30, 2025, we owned 503 aircraft in our aircraft portfolio, comprised of 365 narrowbody aircraft and 138 widebody aircraft, and we managed 50 aircraft. The weighted average fleet age and weighted average remaining lease term of flight equipment subject to operating lease as of September 30, 2025 was 4.9 years and 7.2 years, respectively. We had a globally diversified customer base comprised of 108 airlines in 55 countries as of September 30, 2025.

The following table summarizes the key portfolio metrics of our fleet as of September 30, 2025 and December 31, 2024:

The following table details the regional concentration of our flight equipment subject to operating leases:

The following table details the composition of our owned fleet by aircraft type:

Debt Financing Activities

We ended the third quarter of 2025 with total debt financing, net of discounts and issuance costs, of $20.2 billion. As of September 30, 2025, 75.7% of our total debt financing was at a fixed rate and 97.5% was unsecured. As of September 30, 2025, our composite cost of funds was 4.29%. We ended the quarter with total liquidity of $7.4 billion.

As of the end of the periods presented, our debt portfolio was comprised of the following components (dollars in millions, except percentages):

Conference Call

As is customary during the pendency of an acquisition transaction, we will not be hosting a conference call or providing guidance in conjunction with our third quarter 2025 earnings release. For further detail and discussion of our financial performance please refer to our quarterly report on Form 10-Q for the quarter ended September 30, 2025.

About Air Lease (NYSE: AL)

Air Lease is a leading global aircraft leasing company based in Los Angeles, California that has airline customers throughout the world. Air Lease and its team of dedicated and experienced professionals are principally engaged in purchasing new commercial aircraft and leasing them to its airline customers worldwide through customized aircraft leasing and financing solutions. Air Lease routinely posts information that may be important to investors in the “Investors” section of its website at www.airleasecorp.com. Investors and potential investors are encouraged to consult Air Lease’s website regularly for important information. The information contained on, or that may be accessed through, Air Lease’s website is not incorporated by reference into, and is not a part of, this press release.

Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this press release and include statements regarding, among other matters, the proposed acquisition (the “Merger”) of Air Lease pursuant to the Agreement and Plan of Merger, dated September 1, 2025, including any statements regarding the expected closing of the Merger, the ability to complete the Merger, and the expected benefits of the proposed Merger, the state of the airline industry, our ability to access the capital and debt markets (including any restrictions imposed by the proposed Merger), the impact of Russia’s invasion of Ukraine and the impact of sanctions imposed on Russia, aircraft and engine delivery delays and manufacturing flaws, our aircraft sales pipeline and expectations, changes in inflation and interest rates and other macroeconomic conditions and other factors affecting our financial condition or results of operations. Words such as “can,” “could,” “may,” “predicts,” “potential,” “will,” “projects,” “continuing,” “ongoing,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and “should,” and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and other factors that may cause our actual results, performance or achievements, or industry results to vary materially from our future results, performance or achievements, or those of our industry, expressed or implied in such forward-looking statements. Such factors include, among others:

• the inability to complete the Merger because of the failure to receive, on a timely basis or otherwise, the required approvals by Class A common stockholders;
• the inability to complete the Merger because of the failure to receive, on a timely basis or subject to conditions that are not anticipated, the required approvals by governmental or regulatory agencies in connection with the transactions contemplated by the merger agreement;
• the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;
• the risk that the pendency and uncertainty of the Merger disrupts our business and current plans and operations and potential difficulties in employee retention as a result;
• the effect of the announcement of the Merger on our business relationships, operating results and business generally;
• certain restrictions on our business activities resulting from the pendency of the Merger;
• the restrictions or prohibitions under certain covenants in the merger agreement during the pendency of the Merger that may impact our ability to pursue certain business opportunities;
• the risk that our Class A common stock price may decline if the Merger is not consummated;
• the risk that the Merger may involve unexpected costs, liabilities or delays, or the amount of costs, fees, expenses and charges relating to the Merger may be significant;
• our inability to obtain additional capital on favorable terms, or at all, to acquire aircraft from our orderbook, service our debt obligations and refinance maturing debt obligations, including as a result of the restrictions under the merger agreement on our ability to incur additional debt, which may negatively impact our liquidity and ability to maintain our investment grade credit ratings;
• increases in our cost of borrowing, decreases in our credit ratings or changes in interest rates;
• our inability to generate sufficient returns on our aircraft investments through strategic aircraft acquisitions and profitable leasing;
• the failure of an aircraft or engine manufacturer to meet its contractual obligations to us, including or as a result of labor strikes, aviation supply chain constraints, manufacturing flaws or technical or other difficulties with aircraft or engines before or after delivery;
• obsolescence of, or changes in overall demand for, our aircraft;
• changes in the value of, and lease rates for, our aircraft, including as a result of aircraft oversupply, manufacturer production levels, our lessees’ failure to maintain our aircraft, inflation, and other factors outside of our control;
• impaired financial condition and liquidity of our lessees, including due to lessee defaults and reorganizations, bankruptcies or similar proceedings;
• increased competition from other aircraft lessors;
• the failure by our lessees to adequately insure our aircraft or fulfill their contractual indemnity obligations to us, or the failure of such insurers to fulfill their contractual obligations;
• increased tariffs and other restrictions on trade;
• changes in the regulatory environment, including changes in tax laws and environmental regulations;
• other events affecting our business or the business of our lessees and aircraft manufacturers or their suppliers that are beyond our or their control, such as the threat or realization of epidemic diseases, natural disasters, terrorist attacks, war or armed hostilities between countries or non-state actors; and
• any additional factors discussed under “Part I — Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, “Part II — Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30 2025, and other Securities and Exchange Commission (“SEC”) filings, including future SEC filings.

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.

The following table shows the reconciliation of the numerator for adjusted pre-tax margin (in thousands, except percentages):

The following table shows the reconciliation of the numerator for adjusted diluted earnings per share before income taxes (in thousands, except share and per share amounts):

The following table shows the reconciliation of pre-tax return on common equity to adjusted pre-tax return on common equity (in thousands, except percentages):

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