Willis Lease SEC Filings

Willis Lease Finance Corporation amended its certificate of incorporation to implement a three-for-one forward stock split of its common stock, effective at 4:05 p.m. Eastern Time on July 17, 2026. The amendment also increases authorized common shares from 20,000,000 to 60,000,000 and authorized preferred shares from 5,000,000 to 15,000,000. These changes had been approved earlier by the board of directors and the company’s stockholders and are now effective following filing with the Delaware Secretary of State.

Willis Lease Finance Corporation, through wholly owned subsidiary Willis Dallas Ltd, has signed a Purchase and Sale Agreement to acquire WNG II Aircraft Leasing (Cayman) Ltd and WNG Aircraft Management 3, LLC, which together hold a portfolio of 12 commercial aircraft and 13 spare aircraft engines.

The base purchase price is $379,300,000, subject to a locked-box mechanism and adjustments for rents, maintenance reserves, asset sales or losses, and interest at 6.25% per annum from the Economic Closing Date. WLFC has placed a $10,000,000 escrow deposit and will hold back $1,517,200 for nine months after closing, alongside a post-closing true-up and a representations and warranties insurance policy. Closing is expected in the third quarter of 2026, no earlier than August 24, 2026, with an Outside Date of September 8, 2026, and the company plans to allocate ten engines and six aircraft to joint venture subsidiaries or managed vehicles, subject to customary closing conditions.

Willis Lease Finance Corporation is implementing a three-for-one forward stock split of its common stock. The split was approved through an amendment to the certificate of incorporation, with a record date of July 6, 2026. The amendment is expected to become effective after market close on or about July 17, 2026, after which the reclassification of the common stock will be effected. Trading in the common stock on a split-adjusted basis is expected to begin on or about July 21, 2026.

Willis Lease Finance Corp Chief Executive Officer Austin Chandler Willis reported open-market sales of 5,184 shares of common stock on July 1, 2026. The shares were sold in multiple trades at prices ranging from about $220.30 to $229.53 per share under a pre-arranged Rule 10b5-1 trading plan adopted on March 24, 2026.

Following these sales, Willis directly owned 150,296 common shares. He also reported indirect holdings, including 405,488 shares through CFW Partners, 232,715 shares through the 2019 Willis Family Trust, along with additional interests held via several family trusts and accounts for his brother, daughter, and son.

WLFC notice of proposed resale: a reporting person submitted a Form 144 disclosing the proposed sale of 5,184 common shares on 04/01/2025 (listed as Compensation), and prior dispositions of 3,400 common shares on 04/01/2026 and 3,400 common shares on 05/01/2026. The filing lists the reporting person's name and addresses and shows cash as the consideration for the 04/01/2025 entry.

Willis Lease Finance Corporation shareholders approved a three-for-one forward stock split of the company’s common stock and a proportional increase in authorized shares. The split will be implemented through an amendment to the certificate of incorporation.

At the reconvened 2026 Annual Meeting, 7,345,515 shares, or 96.59% of the common stock entitled to vote, were represented. Proposal 2, covering the amendment and stock split, passed with 6,151,386 votes for, 1,187,377 against, and 6,752 abstentions. Each share held as of the close of trading on July 6, 2026 will become three shares upon effectiveness of the amendment. Subject to final Nasdaq approval, trading is expected to begin on a split-adjusted basis on July 20, 2026.

Four Tree Island Advisory LLC, a top‑10 holder of Willis Lease Finance Corporation (WLFC), criticized WLFC management and the board after the 2026 Annual Meeting results. The group says nearly 84% of unaffiliated stockholders opposed re‑election of director Stephen Jones and over 92% voted against executive compensation. WLFC failed to win support to triple authorized shares and adjourned the meeting, scheduling a reconvened vote for June 23, 2026. Four Tree Island Advisory urges shareholders to vote against the raise unless three specified governance and capital discipline changes are adopted and calls for independent directors to respect the shareholder mandate.

WILLIS LEASE FINANCE CORP director Colm Barrington received a grant of 674 shares of Common Stock. The Form 4/A shows this as a grant, award, or other acquisition at a reference price of $185.62 per share, described in the footnote as a restrictive stock grant vesting over one year.

Following this grant, Barrington directly owns 7,546 shares of Common Stock, indicating this is a relatively small, compensation-related equity award rather than an open-market purchase.

Curran Brendan reported acquisition or exercise transactions in this Form 4 filing.

WILLIS LEASE FINANCE CORP director Brendan Curran received a grant of 674 shares of Common Stock, valued at $185.62 per share. The award is described as a restrictive stock grant that vests over one year, meaning the shares become fully owned gradually during that period. Following this grant, Curran directly holds 9,546 shares of the company’s common stock. This is a compensation-related equity award rather than an open-market purchase.