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  4. [8-K] WILLIS LEASE FINANCE CORP Reports Material Event

Willis Lease (NASDAQ: WLFC) sells $200,000,000 2.50% convertible notes due 2031

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Rhea-AI Filing Summary

Willis Lease Finance Corporation has issued $200,000,000 of 2.50% Convertible Senior Notes due 2031 under an existing shelf registration. The notes pay interest semi-annually and mature on May 15, 2031, unless earlier converted, redeemed or repurchased.

Holders can convert at an initial rate of 3.7202 shares per $1,000 principal amount, implying an initial conversion price of about $268.80 per share, with customary adjustment and make-whole provisions. The company may redeem the notes, in whole or in part, on or after May 21, 2029 if its share price exceeds 130% of the conversion price, subject to minimum size conditions.

Willis Lease also facilitated a concurrent delta placement of 281,250 borrowed shares for investors’ hedging; it received no proceeds and issued no new shares. An amendment to the revolving credit facility was executed to permit issuance of the notes.

Positive

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Insights

Willis Lease raises low-cost convertible debt with potential future dilution.

Willis Lease Finance Corporation is adding $200,000,000 of 2.50% Convertible Senior Notes due 2031 to its capital structure. The low coupon suggests relatively inexpensive funding compared with many unsecured debt alternatives, while keeping the notes senior and unsecured.

The initial conversion rate of 3.7202 shares per $1,000 principal (around $268.80 per share) places equity issuance risk at higher share-price levels. Redemption is allowed from May 21, 2029 if the stock trades at least 130% of the conversion price, giving the company flexibility to manage potential dilution.

The 281,250-share concurrent delta placement uses borrowed stock, so no new shares were issued and the company received no proceeds. Amendment No. 4 to the revolving credit facility is primarily a technical step to permit the notes; future filings may detail how management balances this new debt with existing leverage.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Convertible notes principal $200,000,000 Aggregate principal amount of 2.50% Convertible Senior Notes due 2031
Coupon rate 2.50% per annum Interest rate on Convertible Senior Notes
Maturity date May 15, 2031 Scheduled maturity of Convertible Senior Notes
Underwriters’ option $30,000,000 Additional principal amount of notes to cover over-allotments
Initial conversion rate 3.7202 shares per $1,000 Conversion rate into common stock for each $1,000 principal
Implied conversion price $268.80 per share (approximately) Initial conversion price for common stock
Concurrent delta shares 281,250 shares Borrowed shares in concurrent delta offering, no proceeds to company
Cross-default threshold $75,000,000 Indebtedness level triggering certain events of default
Convertible Senior Notes financial
"aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
Indenture financial
"The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”)"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Make-Whole Fundamental Change financial
"if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur"
A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.
Fundamental Change financial
"If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
Events of Default financial
"The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture)"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Revolving Credit Facility financial
"Amendment No. 4 amends the Revolving Credit Facility to permit the Company to issue the Notes"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Understanding 8-K Material Events →
WILLIS LEASE FINANCE CORP false 0001018164 0001018164 2026-05-18 2026-05-18
 
 

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): May 18, 2026

 

 

Willis Lease Finance Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-15369   68-0070656
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

4700 Lyons Technology Parkway
Coconut Creek, FL 33073
(Address of principal executive offices)

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 to 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

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 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. ☐

 

 
 

Item 1.01.

Entry Into or Amendment of a Material Definitive Agreement.

Convertible Notes

Underwriting Agreement

On May 13, 2026, Willis Lease Finance Corporation (the “Company”) entered into an underwriting agreement (the “Convertible Notes Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc., in connection with the issuance and sale of $200,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Notes Offering”). Pursuant to the Convertible Notes Underwriting Agreement, the Company granted the underwriters an option to purchase up to an additional $30,000,000 aggregate principal amount of Notes, solely to cover over-allotments, exercisable within 30 days from, and including, the date of the Convertible Notes Underwriting Agreement.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-286998), as supplemented by a preliminary prospectus supplement dated May 13, 2026, the pricing term sheet dated May 13, 2026, and a final prospectus supplement dated May 13, 2026.

The Convertible Notes Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Convertible Notes Underwriting Agreement, the Company has agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of those liabilities. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The above description of the Convertible Notes Underwriting Agreement is a summary and is not complete. A copy of the Convertible Notes Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Convertible Notes Underwriting Agreement set forth in such exhibit.

Indenture and Notes

On May 18, 2026, the Company issued $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2031. The Notes were issued pursuant to, and are governed by, an indenture (the “Base Indenture”), dated as of May 18, 2026 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the supplemental indenture (the “Supplemental Indenture,” and the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), dated as of May 18, 2026, between the Company and the Trustee. The Notes will be the Company’s senior, unsecured obligations.

The Notes will accrue interest at a rate of 2.50% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. The Notes will mature on May 15, 2031, unless earlier repurchased, redeemed or converted. Before February 15, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain events and during specified periods. From and after February 15, 2031, noteholders may convert their Notes at any time at their election until the close of business on the business day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash or a combination of cash and shares of its common stock, par value $0.01 per share (the “Common Stock”), at the Company’s election. The initial conversion rate is 3.7202 shares of the Common Stock per $1,000 principal amount of Notes, which equates to an initial conversion price of approximately $268.80 per share of

Common Stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after May 21, 2029 and on or before the 41st scheduled trading day immediately before the maturity date but only if the last reported sale price per share of the Common Stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such redemption notice. The Company may not call less than all of the outstanding Notes for redemption unless the excess of the principal amount of Notes outstanding as of the time it sends the related redemption notice over the aggregate principal amount of Notes set forth in such redemption notice as being subject to redemption is at least $75.0 million. The redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note (or any other Note deemed called for redemption in accordance with the Indenture), in which case the conversion rate applicable to the conversion of such Note(s) will be increased in certain circumstances if they are converted with a conversion date on or after the date the Company sends the related redemption notice to, and including, the business day immediately before the related redemption date.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) a default in the Company’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, if such default is not cured within five business days after its occurrence; (iv) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $75,000,000 in the aggregate; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.

If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then all amounts due under the Notes will immediately become due and payable. If any other Event of Default occurs and is continuing, the Trustee or noteholders of at least 25% of the aggregate principal amount of Notes may declare all amounts due under the Notes due and payable. In respect of certain failures by the Company to comply with certain reporting covenants in the Indenture, the Company may elect that the sole remedy for up to 365 days following such Event of Default be the payment of special interest in an amount not exceeding 0.50% per annum on the principal amount of the Notes.

The above description of the Indenture and the Notes is a summary and is not complete. Copies of the Base Indenture, the Supplemental Indenture and the form of the certificate representing the Notes are filed as exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Concurrent Delta Placement Underwriting Agreement

On May 13, 2026, the Company, in connection with the Notes Offering, entered into an underwriting agreement (the “Delta Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Delta Underwriter”), relating to the offer by the Delta Underwriter of 281,250 shares of the Company’s Common Stock, borrowed from non-affiliate third parties to facilitate hedging transactions by certain investors subscribing for the Notes (the “Concurrent Delta Offering”). The Concurrent Delta Offering was completed on May 18, 2026. The Company received no proceeds from sales by the Delta Underwriter in the Concurrent Delta Offering, and no new shares of Common Stock were issued for the Concurrent Delta Offering.

The shares of Common Stock were offered and sold in an offering registered under the Securities Act, pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-286998), as supplemented by a preliminary prospectus supplement dated May 13, 2026, the pricing term sheet dated May 13, 2026 and a final prospectus supplement dated May 13, 2026.

The Delta Underwriting Agreement includes customary representations, warranties and covenants. Under the terms of the Delta Underwriting Agreement, the Company has agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of those liabilities. The representations, warranties and covenants contained in such agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

The above description of the Delta Underwriting Agreement is a summary and is not complete. A copy of the Delta Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Delta Underwriting Agreement set forth in such exhibit.

Amendment to Revolving Credit Facility

On May 13, 2026, the Company entered into an amendment (“Amendment No. 4”) to the Company’s existing Credit Agreement, dated as of October 31, 2024 (as amended, the “Revolving Credit Facility”), by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent. Amendment No. 4 amends the Revolving Credit Facility to permit the Company to issue the Notes.

The above description of Amendment No. 4 is a summary and is not complete. A copy of Amendment No. 4 is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Revolving Credit Facility.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above under the caption “Convertible Notes-Indenture and Notes” is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d)  Exhibits:

 

Exhibit
No.

   

Description

 1.1    Underwriting Agreement, dated as of May 13, 2026, by and among Willis Lease Finance Corporation and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc. (Notes Offering).
 1.2    Underwriting Agreement, dated as of May 13, 2026, by and between Willis Lease Finance Corporation and Morgan Stanley & Co. LLC. (Concurrent Delta Offering).
 4.1    Base Indenture, dated May 18, 2026, by and between Willis Lease Finance Corporation and U.S. Bank Trust Company, National Association, as Trustee.
 4.2    Supplemental Indenture, dated May 18, 2026, by and between Willis Lease Finance Corporation and U.S. Bank Trust Company, National Association, as Trustee.
 4.3    Form of 2.50% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.2).
 5.1    Opinion of Milbank LLP (Notes Offering).
 5.2    Opinion of Milbank LLP (Concurrent Delta Offering).
23.1    Consent of Milbank LLP (Included in Exhibit 5.1).
23.2    Consent of Milbank LLP (Included in Exhibit 5.2).
10.1    Amendment No. 4 to Revolving Credit Facility, by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 its undersigned duly authorized officer.

 

    WILLIS LEASE FINANCE CORPORATION
Date: May 18, 2026     By:  

/s/ Scott B. Flaherty

    Name:   Scott B. Flaherty
    Title:   Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What financing transaction did Willis Lease Finance Corporation (WLFC) complete in May 2026?

Willis Lease Finance Corporation issued $200,000,000 of 2.50% Convertible Senior Notes due 2031. The notes are senior, unsecured obligations, issued under a Form S-3 shelf registration, with interest paid semi-annually and maturity on May 15, 2031 unless earlier converted, redeemed or repurchased.

What are the key terms of WLFC’s 2.50% Convertible Senior Notes due 2031?

The notes bear interest at 2.50% per year, payable each May 15 and November 15, starting November 15, 2026. They mature on May 15, 2031 and can be converted, redeemed or repurchased under specified conditions, with customary events of default and senior, unsecured status.

How does the conversion feature of WLFC’s new notes work?

Each $1,000 principal amount of notes is initially convertible into 3.7202 shares of common stock, implying an initial conversion price of approximately $268.80 per share. The conversion rate can be adjusted after certain events and may increase following a Make-Whole Fundamental Change within stated periods.

When can Willis Lease redeem its 2.50% Convertible Senior Notes before maturity?

Willis Lease may redeem some or all notes on or after May 21, 2029 and up to the 41st scheduled trading day before maturity. Redemption requires the stock’s last reported sale price to exceed 130% of the conversion price on specified trading-day tests before sending redemption notices.

What is the concurrent delta offering mentioned by WLFC and did it dilute shareholders?

The concurrent delta offering involved 281,250 shares of common stock borrowed from non-affiliate third parties, sold by an underwriter to facilitate hedging by note investors. The company issued no new shares and received no proceeds, so the transaction itself did not create new share dilution.

Does WLFC’s new indenture include cross-default provisions with other debt?

Yes. An event of default under the notes can occur if Willis Lease or any significant subsidiary defaults on at least $75,000,000 of indebtedness for borrowed money. Certain bankruptcy, insolvency or reorganization events also trigger immediate acceleration of all amounts due under the notes.

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