Willis Lease Finance (Nasdaq: WLFC) arranges $392.9M WEST note financing

Rhea-AI Filing Summary

Willis Lease Finance Corporation entered into a note purchase agreement for a major private debt financing tied to its aircraft engine portfolio. Through its wholly owned subsidiary Willis Engine Structured Trust IX, the company agreed to issue and sell $337,400,000 of Series A Fixed Rate Notes and $55,500,000 of Series B Fixed Rate Notes, for a total of $392.9 million of fixed rate notes. The notes will be secured by WEST’s ownership interests in a portfolio of 47 aircraft engines and two airframes, meaning investors have a claim on these assets.

The notes are being privately offered to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will not be registered under the Securities Act. Closing is scheduled for December 23, 2025, but remains subject to customary conditions, and the company cautions there is no assurance the transaction will close on that date or at all.

Insights

Credit and capital structure analyst

Willis Lease Finance arranges a large, asset-backed private note financing via its WEST subsidiary.

Willis Lease Finance Corporation, through Willis Engine Structured Trust IX, agreed to issue fixed rate notes totaling $392.9M, split between $337,400,000 Series A and $55,500,000 Series B notes. The notes are secured by WEST’s ownership interests in 47 aircraft engines and two airframes, so lenders have specific collateral rather than just a general corporate claim.

The transaction is structured as a private offering to qualified institutional buyers under Rule 144A and to investors outside the U.S. under Regulation S, keeping it outside the public registration process. The agreement includes customary representations, covenants, and indemnities for the initial purchasers, which is standard for institutional note deals.

Closing is scheduled for December 23, 2025, but is expressly subject to a variety of customary conditions precedent, and the company notes there is no assurance the deal will close on that date or at all. Subsequent company disclosures will be needed to understand how this secured financing fits into Willis Lease Finance’s broader debt profile and engine leasing strategy.

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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): December 11, 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 December 11, 2025, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary, Willis Engine Structured Trust IX (“WEST”), entered into a note purchase agreement dated December 11, 2025 (the “Note Purchase Agreement”) with BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., and as representatives to the several initial purchasers named therein (collectively, the “Initial Purchasers”). The Note Purchase Agreement provides for the issuance and sale of $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes (the “Series A Notes”) and $55,500,000 in aggregate principal amount of Series B Fixed Rate Notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”) to the Initial Purchasers. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A and Regulation S of the Securities Act of 1933. The Notes will be secured by, among other things, WEST’s direct and indirect ownership interests in a portfolio of 47 aircraft engines and two airframes. The Note Purchase Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Note Purchase Agreement also contains provisions pursuant to which the Company and WEST agree to hold harmless and indemnify the Initial Purchasers against damages under certain circumstances, which are customary for a transaction of this type.

The issuance and sale of the Notes are part of an offering, which, subject to the satisfaction of a variety of customary conditions precedent, is scheduled to close on December 23, 2025. The Company can give no assurance that the transaction will close on that date or at all.

Item 8.01. Other Events.

On December 11, 2025, the Company issued a news release announcing the pricing of the Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act.

Item 9.01 Exhibits.

Exhibit No.						Description
99.1						News Release dated December 11, 2025, announcing the pricing of the offering by WEST of $392.9 million of fixed rate notes.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereto duly authorized.

Dated: December 11, 2025

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

3

FAQ

What major transaction did Willis Lease Finance Corporation (WLFC) announce?

Willis Lease Finance Corporation announced that it and its subsidiary Willis Engine Structured Trust IX entered into a note purchase agreement to issue and sell fixed rate notes totaling $392.9M to initial purchasers.

How much are the Series A and Series B notes in the WLFC WEST offering?

The offering includes $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes and $55,500,000 in aggregate principal amount of Series B Fixed Rate Notes.

What collateral secures the new Willis Lease Finance WEST notes?

The notes will be secured by, among other things, Willis Engine Structured Trust IX’s direct and indirect ownership interests in a portfolio of 47 aircraft engines and two airframes.

When is the WLFC WEST note transaction expected to close?

The issuance and sale of the notes are part of an offering scheduled to close on December 23, 2025, subject to the satisfaction of a variety of customary conditions precedent, and there is no assurance it will close on that date or at all.

Will the new Willis Lease Finance notes be registered under the Securities Act of 1933?

No. The notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Who can buy the new WLFC WEST fixed rate notes?

The notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and to investors outside the United States in compliance with Regulation S.

What did Willis Lease Finance disclose about indemnification for the note purchasers?

The note purchase agreement includes provisions under which the company and WEST agree to hold harmless and indemnify the initial purchasers against damages under certain circumstances, which the company describes as customary for a transaction of this type.