Willis Lease (NASDAQ: WLFC) terminates warehouse facility credit deal

Rhea-AI Filing Summary

Willis Lease Finance Corporation reported that its wholly owned subsidiary, Willis Warehouse Facility LLC, entered into a Credit Agreement Termination Agreement on March 26, 2026. This agreement terminates the warehouse credit agreement originally dated May 3, 2024, with Bank of America as facility agent, lenders party to the agreement, and Bank of Utah as administrative agent and security trustee.

The company plans to file the full termination agreement as an exhibit to its Form 10-Q for the period ended March 31, 2026. The report also includes the company’s standard caution that it may make forward-looking statements, which are subject to numerous business and economic uncertainties.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Terms

Material Definitive Agreement, Credit Agreement Termination Agreement, forward-looking statements, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.02 Termination of a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Credit Agreement Termination Agreement financial

"entered into an agreement (the “Credit Agreement Termination Agreement”) to terminate"

forward-looking statements regulatory

"may contain “forward-looking statements” within the meaning of the Private Securities Litigation"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the Private Securities Litigation Reform Act of 1995."

facility agent financial

"Bank of America, as facility agent, the lenders party thereto, Bank of Utah"

Understanding 8-K Material Events →

0001018164false00010181642026-03-262026-03-26

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): March 26, 2026

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 1.02 Termination of a Material Definitive Agreement.

On March 26, 2026, Willis Warehouse Facility LLC (the “Borrower”), a wholly owned subsidiary of Willis Lease Finance Corporation (“WLFC” or the “Company”), entered into an agreement (the “Credit Agreement Termination Agreement”) to terminate that certain credit agreement dated as of May 3, 2024, among the Borrower, Bank of America, as facility agent, the lenders party thereto, Bank of Utah, as administrative agent and Bank of Utah, as the security trustee.

The foregoing description of the Credit Agreement Termination Agreement is not complete and is qualified in its entirety by reference to the full text of the Credit Agreement Termination Agreement, a copy of which will be filed as an exhibit to the Company’s 10-Q for the period ended March 31, 2026.

This Form 8-K and the Exhibit attached hereto may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “planned,” “potential,” “should,” “will,” and “would.” Such forward-looking statements are inherently subject to many uncertainties in the Company’s operations and business environment. These uncertainties include general economic conditions, in particular, relating to the aviation industry, consumer demand for the Company’s and its customers’ products, competitive and technological developments, customer purchasing actions, work stoppages at the Company or at the location of its key customers as a result of labor disputes, foreign currency fluctuations, uncertainties stemming from U.S. trade policies, tariffs and reactions to same from foreign countries, the volume and scope of product returns, adverse business and operational issues resulting from the continuing effects of the coronavirus (COVID-19) pandemic, matters adversely impacting the timing and availability of component parts and raw materials needed for the production of our products and the products of our customers and fluctuations in our costs of operation. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date hereof and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances occurring after the date of this Report. In addition, such uncertainties and other operational matters are discussed further in the Company’s quarterly and annual filings with the Securities and Exchange Commission.

Item 9.01 Exhibits.

(d) Exhibits:

Exhibit No.						Description
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: March 31, 2026

			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 Corporation (WLFC) disclose in this Form 8-K?

Willis Lease Finance Corporation disclosed that its subsidiary entered into a Credit Agreement Termination Agreement on March 26, 2026, ending a prior warehouse credit facility. The company will later file the full termination document with its Form 10-Q.

Which agreement did WLFC terminate through Willis Warehouse Facility LLC?

WLFC’s subsidiary terminated a credit agreement dated May 3, 2024, involving Bank of America as facility agent, various lenders, and Bank of Utah as administrative agent and security trustee. The termination is documented in a Credit Agreement Termination Agreement.

Who is the borrower under the terminated warehouse credit agreement for WLFC?

The borrower was Willis Warehouse Facility LLC, a wholly owned subsidiary of Willis Lease Finance Corporation. This entity entered into the Credit Agreement Termination Agreement that formally ends the warehouse credit facility established under the May 3, 2024 credit agreement.

Where will investors find the full Credit Agreement Termination Agreement for WLFC?

WLFC states that the full text of the Credit Agreement Termination Agreement will be filed as an exhibit to its Form 10-Q for the period ended March 31, 2026. Investors can review that future quarterly report for complete contractual details.

Does WLFC’s 8-K filing include forward-looking statements about this termination?

Yes. WLFC notes the report and related exhibit may contain forward-looking statements identified by terms like “anticipate,” “expect,” and “may.” It cautions readers that various economic, industry, and operational uncertainties could cause actual results to differ materially.

What risks and uncertainties does WLFC highlight around its forward-looking statements?

WLFC cites uncertainties including aviation industry conditions, customer demand, competitive and technological changes, labor disruptions, foreign currency movements, trade policy impacts, COVID-19 effects, supply chain constraints, and operating cost fluctuations. These factors may affect outcomes versus any forward-looking statements.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB