WMES obtains $750M MUFG-led revolver with 2030 availability

Rhea-AI Filing Summary

Willis Lease Finance Corporation announced that its joint venture, Willis Mitsui & Co. Engine Support Limited (WMES), entered a new $750.0 million five-year revolving credit facility with MUFG Bank as administrative and collateral agent. The obligations under the facility are not recourse to WLFC or its subsidiaries.

The Credit Agreement permits WMES to request up to an additional $250.0 million in aggregate commitments, subject to lender consent and conditions. Proceeds may be used for general corporate purposes. The revolver is available on a revolving basis until October 31, 2030, with a potential maturity extension subject to lender approval. Borrowings bear interest at Term SOFR plus a margin, and WMES will pay an unused line fee quarterly and other agreed fees.

Financial covenants require, starting with the quarter ending December 31, 2025, a Consolidated Interest Coverage Ratio of at least 3.50 to 1.00 and a Consolidated Leverage Ratio no greater than 4.00 to 1.00.

Insights

Structured finance analyst

JV obtains $750.0M non‑recourse revolver; covenanted, extendable.

WMES secured a $750.0 million five-year revolving facility led by MUFG, priced at Term SOFR plus a margin. The debt is explicitly non‑recourse to WLFC, ring‑fencing the parent from direct obligations while providing liquidity at the JV level for general corporate purposes.

The agreement includes an accordion of up to $250.0 million subject to lender election and conditions, along with standard fees such as an unused line fee paid quarterly. Financial maintenance tests begin with the quarter ending December 31, 2025: interest coverage ≥ 3.50x and leverage ≤ 4.00x.

Availability runs through October 31, 2030, with a possible extension subject to lender approval. Actual borrowing, cost, and covenant headroom will depend on WMES operations and rate levels under Term SOFR.

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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 31, 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 8.01 Other Events.

On October 31, 2025, Willis Mitsui & Co. Engine Support Limited (“WMES”), Willis Lease Finance Corporation's (the “Company”) long-standing joint venture with Mitsui & Co., Ltd. (“Mitsui”), entered into a new $750.0 million, five-year, revolving credit facility (“the Credit Agreement”) among WMES, certain wholly-owned subsidiaries of WMES as guarantors, the lenders party thereto from time to time (the “Lenders”), and MUFG Bank, Ltd. as administrative agent, collateral agent, swing line lender, and letter of credit issuer. The obligations under the facility are not recourse to the Company or its subsidiaries.

Under the Credit Agreement, WMES may request an additional increase of the aggregate commitments from time to time up to an aggregate additional $250.0 million from the lenders, who may elect to make such increase available, upon the satisfaction of certain conditions.

Proceeds from the revolving credit facility may be used for general corporate purposes. The credit facility will be available on a revolving basis until October 31, 2030, and WMES may request to extend the maturity, subject to lender approval. Loans under the Credit Agreement will bear interest based on a floating rate (Term SOFR) plus a margin.

In addition, WMES has agreed to pay MUFG Bank, Ltd. an unused line fee, quarterly in arrears, as well as pay other fees to MUFG Bank, Ltd. and to the Lenders as separately agreed upon in writing. The Credit Agreement also requires WMES to maintain, as of the last day of each Measurement Period (as defined in the Credit Agreement), commencing with the last day of the fiscal quarter ending December 31, 2025, a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of no less than 3.50 to 1.00, and a Consolidated Leverage Ratio (as defined in the Credit Agreement ) of no greater than 4.00 to 1.00.

A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements & Exhibits.

Exhibit No.						Description
99.1						News Release issued by Willis Lease Finance Corporation dated November 3, 2025.

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 duly authorized officer.

Dated: November 3, 2025

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

3

FAQ

What financing did WLFC’s JV WMES secure?

WMES entered a new $750.0 million, five-year revolving credit facility with MUFG Bank as administrative agent.

Is the new WMES credit facility recourse to WLFC (NASDAQ: WLFC)?

No. The obligations under the facility are not recourse to Willis Lease Finance Corporation or its subsidiaries.

Can the WMES revolver be increased beyond $750.0 million?

Yes. WMES may request up to an additional $250.0 million in aggregate commitments, subject to lender election and conditions.

What are the interest terms and fees on the WMES facility?

Loans bear interest at Term SOFR plus a margin. WMES will pay a quarterly unused line fee and other agreed fees.

How long is the WMES facility available, and can it be extended?

It is available on a revolving basis until October 31, 2030, and WMES may request a maturity extension subject to lender approval.

What financial covenants apply to WMES under the facility?

Starting with the quarter ending December 31, 2025, WMES must maintain interest coverage of at least 3.50 to 1.00 and leverage no greater than 4.00 to 1.00.