[8-K] WILLIS LEASE FINANCE CORP Reports Material Event

Rhea-AI Filing Summary

Willis Lease Finance (WLFC) appointed Brian R. Hole as Global Head of Managed Funds and Credit, effective October 8, 2025, under a new employment agreement. The agreement sets an initial annual base salary of $696,892 and a target annual bonus opportunity of up to 90% of base salary, effective January 1, 2026. Mr. Hole is also eligible for performance-related pay tied to managing third-party capital, will continue certain perquisites, and will vest in previously granted restricted stock per the agreement. It also provides customary severance and potential continued or accelerated vesting upon certain termination events.

Insights

Executive Compensation & Governance Analyst

New executive role with defined pay and incentives tied to third-party capital; balanced by higher fixed costs and standard severance/vesting protections.

Willis Lease Finance Corporation appointed Brian R. Hole as Global Head of Managed Funds and Credit effective October 8, 2025, with a new employment agreement. The package sets an initial base salary of $696,892 and a target annual bonus up to 90% of base, effective January 1, 2026. He is also eligible for performance-related pay tied to managing third-party capital, and will continue perquisites and vest in previously granted restricted stock per the agreement.

The compensation design links upside to third-party capital performance, which can align incentives with that business line’s results. However, fixed cash compensation will rise, and the agreement includes customary severance (for termination without cause or resignation for good reason) plus provisions for continued or accelerated vesting of unvested pre-contract stock upon certain termination events, increasing potential payout obligations.

Key items to watch: any future disclosure of performance-related pay outcomes and impacts on compensation expense in periods after January 1, 2026; disclosure of any termination events that would trigger severance or accelerated vesting; and whether the new role coincides with measurable growth in managed funds and credit activities as reflected in subsequent filings. On balance, this is a routine leadership and pay action with clear incentive structure and standard protections.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 ______________________________________________________________________

Date of Report (Date of earliest event reported): October 8, 2025

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-15369

68-0070656

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

4700 Lyons Technology Parkway

Coconut Creek, FL 33073

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 349-9989

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.01 par value per share

WLFC

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of October 8, 2025, Willis Lease Finance Corporation (the “Company”) and Brian R. Hole agreed to a new employment agreement for Mr. Hole pursuant to which he will become the Company's Global Head of Managed Funds and Credit (the “Hole Employment Agreement”).

The Hole Employment Agreement provides that Mr. Hole will receive an initial annual base salary of $696,892, and establishes his target annual bonus opportunity at up to 90% of his annual base salary, effective as of January 1, 2026. In addition, Mr. Hole will be eligible to receive allocations of performance related pay for the management of third party capital. Mr. Hole also will continue to receive certain perquisites and will vest in the shares of Company restricted stock previously granted to him (the “Pre-Contract Stock”), subject to the terms of the Hole Employment Agreement.

The Hole Employment Agreement contains customary provisions related to separation payments/benefits upon termination of Mr. Hole’s employment by the Company without “cause” or his resignation for “good reason” following a certain period of employment, and also includes provisions for continued and/or accelerated vesting of his unvested Pre-Contract Stock in connection with certain employment termination events.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.

Dated: October 14, 2025

			WILLIS LEASE FINANCE CORPORATION
			By:			/s/ Scott B. Flaherty
						Scott B. Flaherty
						Executive Vice President and Chief Financial Officer

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FAQ

What executive change did WLFC announce?

WLFC appointed Brian R. Hole as Global Head of Managed Funds and Credit, effective October 8, 2025.

What is Brian Hole’s base salary at WLFC?

His initial annual base salary is $696,892.

What is the target bonus opportunity for WLFC’s Brian Hole?

The target annual bonus is up to 90% of base salary, effective January 1, 2026.

Does the agreement include performance-related pay?

Yes. He is eligible for performance-related pay for managing third-party capital.

How are WLFC restricted stock awards treated for Brian Hole?

He will vest in previously granted restricted stock (Pre-Contract Stock), subject to the agreement’s terms.

Are there severance protections in the agreement?

Yes. It includes customary separation payments/benefits for termination without cause or resignation for good reason, and may continue or accelerate vesting in certain cases.