[8-K] Willis Lease Finance Corp Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025, Willis Lease Finance Corp. (WLFC) disclosed that its wholly owned subsidiary, Willis Warehouse Facility LLC, executed Amendment No. 1 to the May 3 2024 secured warehouse credit agreement. Key modifications are:

• Commitment availability extended one year to 3 May 2027
• Final maturity pushed to 3 May 2030 (from 2029)
• Higher asset advance rates for the borrower
• Lower undrawn commitment fees

The lenders remain unchanged, with Bank of America, N.A. as Facility Agent and Bank of Utah as Security Trustee/Administrative Agent. Because the amendment increases the tenor and alters economic terms, WLFC has recognized a new direct financial obligation under Item 2.03 of this Form 8-K. The full agreement will be filed with the company’s Form 10-Q for the quarter ending 30 Sept 2025.

Positive

• Extended availability and maturity enhance WLFC's liquidity horizon by one year.
• Improved advance rates increase effective borrowing capacity against engine assets.
• Lower undrawn commitment fees reduce carry costs on unused lines.

Negative

• Greater reliance on secured debt may raise leverage and asset encumbrance.
• Interest-rate exposure persists if facility pricing remains floating (not clarified).

Insights

Financial Analyst

TL;DR Liquidity cushion improves as WLFC secures longer, cheaper warehouse credit, modestly increasing leverage risk.

The amendment adds 12 months of funding availability and delays final repayment by one year, improving short-to-medium term liquidity. More favorable advance rates raise effective borrowing capacity against engine assets, potentially supporting portfolio growth without immediate equity dilution. Lower undrawn fees trim carrying costs. These terms generally strengthen financial flexibility, though dependence on secured borrowing rises and exposes WLFC to interest-rate fluctuations if facility is floating. Overall credit profile impact is mildly positive.

Credit Risk Specialist

TL;DR Extension reduces near-term refinancing risk but lengthens secured debt tenor, keeping asset encumbrance elevated.

Shifting maturity to 2030 defers a large refinancing wall, lowering near-term default probability. Enhanced advance rates signal lender confidence yet increase loan-to-value levels, tightening collateral headroom. Reduced undrawn fees may encourage higher draw-downs, adding leverage. From a credit standpoint the amendment is neutral-to-positive: better pricing offsets incremental secured leverage, while covenant set-up is unchanged per disclosure.

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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): July 22, 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 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 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 1.01 Entry into a Material Definitive Agreement.

On July 22, 2025, Willis Warehouse Facility LLC (the “Borrower”), a wholly owned subsidiary of Willis Lease Finance Corporation (“WLFC” or the “Company”), entered into that certain Amendment No. 1 to the Secured Credit Agreement (the “Amended Credit Agreement”) by and among the Borrower, the lenders party thereto, Bank of Utah, not in its individual capacity but solely as Security Trustee and Administrative Agent, and Bank of America, N.A., as Facility Agent, dated as of May 3, 2024.

The Amended Credit Agreement primarily includes the following changes, among other things, (i) an extension of the availability period of the commitments from May 3, 2026, to May 3, 2027, (ii) an extension of the final repayment date from May 3, 2029 to May 3, 2030, (iii) more favorable asset advance rates available to the Borrower, and (iv) reduced fees charged on undrawn loan commitments.

The foregoing description of the Amended Credit Agreement is qualified in its entirety by reference to such agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2025.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information contained under Item 1.01 above is incorporated by reference into this Item 2.03.

2

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 hereto duly authorized.

Dated: July 25, 2025

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

3

FAQ

What did Willis Lease Finance Corp. (WLFC) announce in its 8-K dated July 22 2025?

WLFC reported an amendment extending and repricing its secured warehouse credit facility through May 2030.

How long is the new maturity of WLFC's warehouse facility?

The final repayment date is now May 3 2030, one year later than before.

What financial benefits does WLFC gain from the amendment?

The company receives higher asset advance rates and lower undrawn commitment fees, improving borrowing terms.

Will the full amended credit agreement be publicly available?

Yes, WLFC plans to file the agreement as an exhibit to its Q3 2025 Form 10-Q.

Does the amendment create a new financial obligation for WLFC?

Yes, the changes constitute a direct financial obligation under Item 2.03 of the 8-K.