Willis Lease plans $35M 8.09% preferred sale
WLFC will privately issue $35 million of 8.09% Series B Preferred Stock to Development Bank of Japan to support global growth initiatives.
Rhea-AI Filing Summary
Willis Lease Finance Corporation (WLFC) entered into a Series B Preferred Stock Purchase Agreement with the Development Bank of Japan Inc. to raise new equity capital through a private placement. The company agreed to issue 1,750,000 shares of newly created Series B Preferred Stock at $20.00 per share, for expected gross proceeds of $35 million before fees and expenses. Closing is expected by the end of the third quarter of 2026, subject to customary conditions.
The Series B Preferred Stock will pay an 8.09% annual dividend and carries a $20.00 per share liquidation preference. The securities will be issued in reliance on the private‑offering exemption under Section 4(a)(2) of the Securities Act of 1933, with no general solicitation. A future filing will provide the full certificate of designations. In the accompanying news release, WLFC states that this additional DBJ investment will support continued growth of its global aviation services platform, including expansion initiatives such as the planned Willis Engine Repair Center in Johor, Malaysia.
Positive
- None.
Negative
- None.
Filing Explained
The Series B securities are unregistered and may not be offered or sold in the United States unless a registration requirement or another exemption applies, restricting their resale while the agreed private placement remains pending.
8-K Event Classification
3 items: 3.02, 5.03, 9.01
3 items
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Series B Preferred Shares: 1,750,000 shares
Purchase Price per Series B Share: $20.00 per share
Gross Proceeds: $35 million
+4 more
7 metrics
Series B Preferred Shares
1,750,000 shares
Newly issued Series B Preferred Stock to DBJ in private placement
Purchase Price per Series B Share
$20.00 per share
Agreed price for Series B Preferred Stock
Gross Proceeds
$35 million
Expected proceeds to WLFC from Series B private placement before fees
Annual Dividend Rate
8.09%
Dividend on Series B Preferred Stock
Liquidation Preference
$20.00 per share
Liquidation preference for Series B Preferred Stock
Prior Preferred Refinanced
$50 million
Aggregate Series A-1 and Series A-2 preferred stock refinanced in 2024
New Series A Preferred Series Size
$65 million
Single Series A preferred stock series created in 2024 with DBJ
Key Terms
Series B Preferred Stock, liquidation preference, private placement, Section 4(a)(2) of the Securities Act, +2 more
6 terms
Series B Preferred Stock financial
"entered into a Series B Preferred Stock Purchase Agreement"
Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.
liquidation preference financial
"will have a liquidation preference of $20.00 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
private placement financial
"issue in a private placement 1,750,000 shares"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemption from registration provided by Section 4(a)(2)"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Development Bank of Japan Inc. financial
"Purchase Agreement with the Development Bank of Japan Inc."
Certificate of Designations regulatory
"The Certificate of Designations, Preferences and Certain Rights"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What capital raise did WLFC announce in this Form 8-K?
WLFC agreed to a private placement of 1,750,000 shares of Series B Preferred Stock at $20.00 per share, for expected gross proceeds of $35 million before fees and expenses, pursuant to a purchase agreement with the Development Bank of Japan Inc.
What are the main terms of WLFC’s Series B Preferred Stock (WLFC)?
WLFC’s Series B Preferred Stock carries an 8.09% annual dividend and a $20.00 per share liquidation preference. The company will issue 1,750,000 shares at $20.00 each in a private placement to the Development Bank of Japan Inc.
When is the WLFC Series B Preferred Stock transaction expected to close?
The closing of WLFC’s private placement of 1,750,000 Series B Preferred shares is expected to occur by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions.
Who is investing in WLFC’s new Series B Preferred Stock and for how much?
The Development Bank of Japan Inc. is purchasing 1,750,000 shares of WLFC’s 8.09% Series B Preferred Stock under a $35 million preferred stock purchase agreement, at a price of $20.00 per share.
How will WLFC use the proceeds from the Series B Preferred Stock deal?
WLFC states that the additional $35 million investment from the Development Bank of Japan Inc. will support the continued growth of its business globally, including expansion of its aviation services platform such as the planned Willis Engine Repair Center in Johor, Malaysia.
Is WLFC’s Series B Preferred Stock registered with the SEC?
No. WLFC’s Series B Preferred Stock will not be registered under the Securities Act of 1933. The company is relying on the Section 4(a)(2) exemption for a private placement and states it did not use general solicitation or advertising.
What prior preferred stock transaction between WLFC and DBJ is referenced?
In 2024, WLFC and the Development Bank of Japan Inc. entered into a Series A Preferred Stock Purchase Agreement that refinanced and expanded $50 million of aggregate Series A‑1 and Series A‑2 preferred stock into a single $65 million preferred stock series.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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):September 16, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of exchange on which registered | ||||||||||||
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 3.02 Unregistered Sales of Equity Securities.
On September 16, 2026, Willis Lease Finance Corporation (the “Company”) entered into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) with the Development Bank of Japan Inc. (“DBJ”). Pursuant to the Purchase Agreement, the Company has agreed to issue in a private placement 1,750,000 shares of newly issued Series B Preferred Stock, par value $0.01 per share, at a purchase price of $20.00 per share.
The closing of the private placement is expected to occur by the end of the third quarter 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the private placement are expected to be approximately $35 million, before estimated offering fees and expenses payable by the Company.
The Series B Preferred Stock will pay an 8.09% annual dividend and will have a liquidation preference of $20.00 per share. The Certificate of Designations, Preferences and Certain Rights and Limitations of the Series B Preferred Stock as well as a more detailed summary of the terms of the Series B Preferred Stock will be disclosed in the Company’s Form 8-K under Item 5.03 to be filed following closing of the private placement.
The Series B Preferred Stock will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration in entering into the Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part on representations made by DBJ in the Purchase Agreement. The Company did not engage in any form of general solicitation or general advertising in connection with the private placement. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
A copy of the news release is attached hereto as Exhibit 99.1
Forward Looking Statements
Except for historical information, the matters discussed herein contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions, or circumstances on which the forward-looking statement is based, except as required by law.
The Company’s actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and the Company’s ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; the Company’s ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to the Company and its customers; the Company’s ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in the Company’s portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
Item 9.01 Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 99.1 | News Release issued by Willis Lease Finance Corporation dated September 22, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: September 22, 2026
| WILLIS LEASE FINANCE CORPORATION | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Executive Vice President and Chief Executive Officer | ||||||||
3
| NEWS RELEASE | CONTACT: | Scott B. Flaherty | ||||||
| EVP & Chief Financial Officer | ||||||||
| sflaherty@willislease.com | ||||||||
| 561.413.0112 | ||||||||
Announcement of Series B Preferred Stock Purchase Agreement
COCONUT CREEK, FL, September 22, 2026 –Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the "Company"), the leading lessor of commercial aircraft engines and global provider of aviation services, today announced that on September 16, 2026, it entered into a $35 million preferred stock purchase agreement with the Development Bank of Japan Inc. (“DBJ”) for 1,750,000 shares of the Company’s 8.09% Series B Preferred Stock.
“We’re delighted to continue to grow our partnership with DBJ, which started nearly 10 years ago, ” said Scott B. Flaherty, Executive Vice President and Chief Financial Officer of WLFC. “It is an exciting period for the Company as we expand our global aviation services platform, including our recently announced plans for a new Willis Engine Repair Center® in Johor, Malaysia. This additional investment from DBJ will support the continued growth of our business globally.”
Today’s announcement builds on the long-term partnership between WLFC and DBJ. In 2024, WLFC entered into a Series A Preferred Stock Purchase Agreement with DBJ, which refinanced and expanded WLFC’s $50 million of aggregate Series A-1 and Series A-2 preferred stock into one $65 million preferred stock series.
Willis Lease Finance Corporation
Willis Lease Finance Corporation leases large and regional spare commercial aircraft engines and aircraft to airlines, aircraft engine manufacturers and maintenance, repair, and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools, and asset management services through Willis Mitsui & Co. Asset Management Limited, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Through Willis Engine Repair Center®, Jet Centre by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO and ground and cargo handling services.
Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions, or circumstances on which the forward-looking statement is based, except as required by law.
The Company’s actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and the COVID-19 pandemic; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and the Company’s ability to capitalize on those trends, including growth rates of markets and other economic factors; risks associated with owning and leasing jet engines and aircraft; the Company’s ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to the Company and its customers; the Company’s ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in the Company’s portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.