Willis Lease Finance (NASDAQ: WLFC) boosts CEO pay, buys shares from chairman

Rhea-AI Filing Summary

Willis Lease Finance Corporation updated key executive arrangements and completed a small share repurchase involving its Executive Chairman. The board’s Compensation Committee approved an amended and restated employment agreement for CEO Austin Willis, setting his annual base salary at $1,000,000 and his target annual bonus at 125% of base salary. The agreement largely continues prior terms on duties, benefits, retirement and severance, adds extra perquisites related to private aircraft usage, and revises the Change in Control definition tied to ownership by Charles and Austin Willis and board composition changes.

The company also amended Charles F. Willis IV’s employment agreement to align its Change in Control definition. Separately, on December 4, 2025, Willis Lease Finance agreed to repurchase 30,000 common shares from Executive Chairman Charles Willis at $126.28 per share, a 2% discount to the volume weighted average price that day. Mr. Willis, age 77, told the board he plans to use the proceeds for estate planning, and a special committee of independent directors approved the transaction.

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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 4, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated Employment Agreement with Austin Willis

On December 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Willis Lease Finance Corporation (the “Company”) approved amendments to the employment agreement between the Company and Austin Willis, the Company’s Chief Executive Officer. The amended and restated employment agreement (the “A&R Employment Agreement”) provides that Austin Willis is entitled to an annual base salary of $1,000,000 and establishes his target annual bonus opportunity at 125% of his annual base salary.

The A&R Employment Agreement generally continues the terms of the prior employment agreement relating to duties, benefits and perquisites, retirement entitlements, severance payments and entitlements payable upon the termination of employment. The A&R Employment Agreement provides for additional perquisites related to private aircraft usage. The A&R Employment Agreement includes amendments to the Change in Control definition where Charles Willis, Austin Willis and their respective affiliates are no longer the Company’s largest stockholders and due to certain changes in the composition of the Board.

The foregoing description of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Second Amendment to Employment Agreement with Charles F. Willis, IV

On December 5, 2025, the Committee approved an amendment to the Amended and Restated Employment Agreement, dated as of March 13, 2025, between the Company and Charles Willis (the “EC Employment Agreement”). The amendment to the EC Employment Agreement (the “EA Amendment”) updates the definition of “Change in Control” in the EC Employment Agreement to amend the Change in Control definition where Charles Willis, Austin Willis and their respective affiliates are no longer the Company’s largest stockholders and due to certain changes in the composition of the Board.

The foregoing description of the EA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the EA Amendment, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference.

Item 8.01 Other Events.

On December 4, 2025, the Company agreed to repurchase 30,000 shares of the common stock of the Company from the Company’s Executive Chairman, Charles Willis, at a price of $126.28 per share, which price represents the volume weighted average price as of December 4, 2025 discounted by 2% (the “Repurchase Transaction”). Mr. Willis, 77, advised the Board that he intended to use the proceeds from the Repurchase Transaction for estate planning purposes. A special committee of the Board of the Company, composed of only independent directors, approved the Repurchase Transaction pursuant to authority delegated by the Board.

Item 9.01 Financial Statements & Exhibits.

Exhibit No.						Description
10.1						Amended & Restated Employment Agreement, dated as of December 5, 2025, by and between Registrant and Austin Willis†
10.2						Second Amendment to the Amended & Restated Employment Agreement, dated as of December 5, 2025, by and between Registrant and Charles F. Willis IV†
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

† This exhibit is a management contract or a compensatory plan or arrangement.

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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 duly authorized officer.

Dated: December 9, 2025

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

3

FAQ

What executive compensation changes did Willis Lease Finance (WLFC) disclose?

The board’s Compensation Committee approved an amended and restated employment agreement for CEO Austin Willis, providing a $1,000,000 annual base salary and setting his target annual bonus opportunity at 125% of his base salary. The agreement continues prior terms on duties, benefits, retirement and severance, adds private aircraft usage perquisites, and updates the Change in Control definition.

How was Charles F. Willis IV’s employment agreement changed at WLFC?

Willis Lease Finance approved a Second Amendment to Charles F. Willis IV’s amended and restated employment agreement. The change updates the Change in Control definition so that it now refers to situations where Charles Willis, Austin Willis and their affiliates are no longer the company’s largest stockholders and to certain changes in the composition of the board.

How many WLFC shares were repurchased and at what price?

On December 4, 2025, Willis Lease Finance agreed to repurchase 30,000 shares of its common stock from Executive Chairman Charles Willis at a price of $126.28 per share. The price represents the volume weighted average price as of that date, discounted by 2%.

Why is Executive Chairman Charles Willis selling shares to Willis Lease Finance?

Charles Willis, age 77, advised the board that he intends to use the proceeds from the 30,000‑share repurchase transaction for estate planning purposes. The transaction is structured as a company share repurchase rather than an open‑market sale.

Who approved the WLFC share repurchase from Charles Willis?

A special committee of the Willis Lease Finance board, composed solely of independent directors, approved the repurchase of 30,000 shares from Executive Chairman Charles Willis. The committee acted under authority delegated by the full board.

What new perquisites does CEO Austin Willis receive under the updated agreement?

The amended and restated employment agreement for CEO Austin Willis generally continues his existing benefits and severance terms but adds additional perquisites related to private aircraft usage, supplementing his prior package.