Willis Lease Finance Corporation filings document the financial reporting, financing arrangements, governance, and material events of an aircraft engine lessor and aviation services provider. Recent Form 8-K reports cover operating results, Regulation FD communications, quarterly dividends, amendments to revolving credit agreements, and obligations related to credit facilities.
The company’s proxy materials disclose board matters, executive compensation, equity awards, pay-versus-performance information, and shareholder voting items. Its filing record also reflects the capital structure and risk areas tied to leasing commercial aircraft engines and aircraft, spare parts activity, maintenance services, asset management, and related aviation operations.
Willis Lease Finance Corporation is asking stockholders to approve reincorporation from Delaware to Nevada by statutory conversion. The proposal would take effect only after stockholder approval and required filings; the Board may adjust its timing or abandon it before the effective time. The virtual special meeting is scheduled for December 15, 2026. As of November 2, 2026, 22,812,964 common shares were outstanding, and approval requires a majority of outstanding shares entitled to vote, assuming a quorum.
The company anticipates state tax savings of almost $254,000 if reincorporation is completed, compared with approximately $255,490 in Delaware franchise taxes and fees paid for 2025; if completed, current Nevada annual fees would total $1,725. The proposed Nevada Articles authorize 250 million total shares, compared with 75 million under the Delaware charter. Proposed Nevada bylaws would allow stockholders holding at least a majority of voting power to act by written consent. Removing an incumbent director would require Cause—a felony conviction by a court of competent jurisdiction no longer subject to direct appeal—and at least two-thirds of voting power.
Willis Lease Finance Corporation (WLFC) reported third-quarter 2026 revenue of $246.3 million, compared with $183.4 million a year earlier, while net income attributable to common shareholders was $10.2 million, versus $22.9 million. Operating income was $11.5 million, down from $38.0 million. For the first nine months, revenue was $634.7 million versus $536.6 million, and net income attributable to common shareholders was $62.6 million versus $97.3 million.
Nine-month operating cash flow was $239.0 million, compared with $209.1 million. Debt obligations totaled $2.525 billion as of September 30, 2026, versus $2.700 billion at December 31, 2025; WLFC reported full compliance with financial covenants at September 30, 2026. Equipment purchase commitments were $0.8 billion, expected to be satisfied within five fiscal years, and purchase agreements generally allow deferrals or cancellations in certain situations.
After quarter-end, the board declared a $0.15-per-share quarterly dividend, payable November 25, 2026, to holders of record November 16, 2026. It approved a share repurchase program for up to $200.0 million through December 31, 2031. In October 2026, WLFC completed a $118.0 million acquisition of three commercial buildings totaling approximately 375,000 square feet in Coconut Creek, Florida.
Willis Lease Finance Corporation (WLFC) reported record third-quarter 2026 revenue of $246.3 million, up 34.3% from the prior-year quarter. Lease rent revenue rose 10.2% to $84.4 million, while spare parts and equipment sales reached $98.1 million, compared with $5.4 million a year earlier.
Equipment sales included $89.1 million from five aircraft, two engines and one airframe. The company said the increase primarily reflected five aircraft acquired in connection with the WNG Acquisition and sold to its joint venture, Willis Mitsui & Company Engine Support Limited, with WLFC acting in a warehouse capacity. Maintenance reserve revenue fell 48.3% to $39.3 million.
Expenses increased 61.6% to $234.8 million; income from operations declined 69.8% to $11.5 million, and net income attributable to common shareholders fell 55.3% to $10.2 million. Adjusted EBITDA, a non-GAAP measure, was approximately $100.9 million versus $135.0 million a year earlier. Assets under management were $4.9 billion as of September 30, 2026.
Willis Lease Finance Corporation declared a quarterly dividend of $0.15 per share of common stock outstanding, expected to be paid November 25, 2026, to stockholders of record at the close of business November 16, 2026. The company said this is its 10th consecutive quarterly dividend and a 12.8% increase from its prior August distribution.
The board renewed and increased the share repurchase program, permitting repurchases for an aggregate purchase price of up to $200.0 million through December 31, 2031. Repurchases may be made at management’s discretion in the open market, with or without a 10b5-1 plan, or through privately negotiated transactions. The company is not obligated to repurchase any particular number of shares and may suspend, modify or discontinue the program at any time.
Willis Lease Finance Corporation is asking stockholders to approve reincorporation from Delaware to Nevada through a statutory conversion. The virtual special meeting is scheduled for December 15, 2026; approval requires a majority of outstanding common shares entitled to vote, assuming a quorum. If approved, the conversion would take effect after required filings in both states, and the Board may adjust timing or abandon it before the Effective Time.
The proposal would replace Delaware law and governing documents with Nevada law and documents. Nevada bylaws would permit stockholder action by written consent, subject to preferred-stock rights and provisions in the Nevada governing documents, with consent from holders of at least a majority of voting power. Authorized capital would change from 75 million shares (60 million common and 15 million preferred) to 250 million shares (200 million common and 50 million preferred). Willis Lease anticipates state tax savings of almost $254,000; it paid approximately $255,490 in Delaware franchise taxes and fees for 2025, while the stated Nevada annual fees total $1,725.
Willis Lease Finance Corporation will release its financial results for the third quarter of 2026 before the market opens on November 3, 2026, and hold a conference call led by its executive management team at 10:00 a.m. Eastern Time that day. A digital replay will be available two hours after the call ends.
Willis Lease Finance Corp SVP, GC & Corporate Secretary Clifton Dameron returned 1,420 shares of common stock to the issuer on October 1, 2026, to satisfy withholding tax liability. The reported per-share value was $47.80. Clifton Dameron held 38,038 shares directly following the transaction. No Rule 10b5-1 plan is reported.
Willis Lease Finance Corporation closed a private placement to Development Bank of Japan Inc. of 1,750,000 Series B Preferred shares at $20.00 per share on September 29, 2026. The Series B terms set an 8.09% annual dividend and a $20.00-per-share liquidation preference before the split. The preferred stock ranks senior to common stock and may rank equally with Series A Preferred Stock if approved by holders of at least two-thirds of Series B.
Effective September 30, 2026, the company effected a three-for-one forward split of both preferred series. Authorized and issued Series A shares changed from 3,250,000 to 9,750,000, and Series B shares from 1,750,000 to 5,250,000; each series’ per-share liquidation preference became one-third of $20.00. Holders of at least two-thirds of Series B may require cash redemption at liquidation value on September 29, 2031, or upon specified events, with 90 days’ advance written notice and subject to the company’s available surplus. A certificate correction nullified a September 16, 2024 Series A filing; the September 17, 2024 certificate remains operative.
Willis Lease Finance Corporation (WLFC) entered into a Series B Preferred Stock Purchase Agreement with the Development Bank of Japan Inc. to raise new equity capital through a private placement. The company agreed to issue 1,750,000 shares of newly created Series B Preferred Stock at $20.00 per share, for expected gross proceeds of $35 million before fees and expenses. Closing is expected by the end of the third quarter of 2026, subject to customary conditions.
The Series B Preferred Stock will pay an 8.09% annual dividend and carries a $20.00 per share liquidation preference. The securities will be issued in reliance on the private‑offering exemption under Section 4(a)(2) of the Securities Act of 1933, with no general solicitation. A future filing will provide the full certificate of designations. In the accompanying news release, WLFC states that this additional DBJ investment will support continued growth of its global aviation services platform, including expansion initiatives such as the planned Willis Engine Repair Center in Johor, Malaysia.
WILLIS LEASE FINANCE CORP (WLFC) reported that its EVP and CFO, Scott B. Flaherty, sold a total of 30,000 shares of common stock in open-market or private transactions between September 11 and September 15, 2026. The trades were executed at weighted average prices in the mid-$50s, across multiple price ranges detailed in the disclosure, and no Rule 10b5-1 trading plan is reported.