Willis Lease Finance enacts 3-for-1 stock split

Q: What is the stock split ratio for Willis Lease Finance (WLFC) common stock?

Willis Lease Finance is effecting a three-for-one forward stock split of its common stock. Each existing share will represent three shares after the split, with the change implemented through an amendment to the company’s certificate of incorporation.

Q: How many authorized common shares does Willis Lease Finance (WLFC) now have?

Authorized common shares are increasing from 20,000,000 to 60,000,000. This higher limit is established by the charter amendment adopted by the board and stockholders and made effective upon filing with the Secretary of State of Delaware.

Q: How many authorized preferred shares does Willis Lease Finance (WLFC) now have?

Authorized preferred shares are increasing from 5,000,000 to 15,000,000. This tripling of the preferred share authorization is part of the same charter amendment that also implements the three-for-one forward stock split of common stock.

Q: When did the Willis Lease Finance (WLFC) charter amendment become effective?

The charter amendment became effective at 4:05 p.m. Eastern Time on July 17, 2026. Effectiveness followed filing of the amendment with the Secretary of State of the State of Delaware after prior approval by the company’s stockholders.

Willis Lease Finance Corporation amended its certificate of incorporation to implement a three-for-one forward stock split of its common stock, effective at 4:05 p.m. Eastern Time on July 17, 2026.

Accepted by SEC EDGAR 07/17/2026 - 04:22 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

Willis Lease Finance Corporation amended its certificate of incorporation to implement a three-for-one forward stock split of its common stock, effective at 4:05 p.m. Eastern Time on July 17, 2026. The amendment also increases authorized common shares from 20,000,000 to 60,000,000 and authorized preferred shares from 5,000,000 to 15,000,000. These changes had been approved earlier by the board of directors and the company’s stockholders and are now effective following filing with the Delaware Secretary of State.

8-K Event Classification

2 items: 5.03, 9.01

2 items

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

Stock split ratio: three-for-one forward stock split Authorized common stock before amendment: 20,000,000 shares Authorized common stock after amendment: 60,000,000 shares +3 more

6 metrics

Stock split ratio three-for-one forward stock split Ratio for common stock split approved in charter amendment

Authorized common stock before amendment 20,000,000 shares Previous authorized common shares in certificate of incorporation

Authorized common stock after amendment 60,000,000 shares New authorized common shares following stockholder-approved amendment

Authorized preferred stock before amendment 5,000,000 shares Previous authorized preferred shares in certificate of incorporation

Authorized preferred stock after amendment 15,000,000 shares New authorized preferred shares established by amendment

Effective time 4:05 p.m. Eastern Time Time on July 17, 2026 when amendment became effective

Key Terms

three-for-one forward stock split, authorized shares, certificate of incorporation, preferred stock, +1 more

5 terms

three-for-one forward stock split financial

"approved an amendment ... to effect a three-for-one forward stock split"

authorized shares financial

"increase the number of authorized shares of the Company’s common stock"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

certificate of incorporation regulatory

"approved an amendment to the Company’s certificate of incorporation"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

preferred stock financial

"preferred stock, $0.01 par value, from 5,000,000 to 15,000,000"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What corporate action did Willis Lease Finance (WLFC) take on July 17, 2026?

Willis Lease Finance Corporation put into effect a charter amendment on July 17, 2026. The change implements a three-for-one forward stock split of common stock and increases authorized common and preferred share counts after prior approval by the board and stockholders.

What is the stock split ratio for Willis Lease Finance (WLFC) common stock?

Willis Lease Finance is effecting a three-for-one forward stock split of its common stock. Each existing share will represent three shares after the split, with the change implemented through an amendment to the company’s certificate of incorporation.

How many authorized common shares does Willis Lease Finance (WLFC) now have?

Authorized common shares are increasing from 20,000,000 to 60,000,000. This higher limit is established by the charter amendment adopted by the board and stockholders and made effective upon filing with the Secretary of State of Delaware.

How many authorized preferred shares does Willis Lease Finance (WLFC) now have?

Authorized preferred shares are increasing from 5,000,000 to 15,000,000. This tripling of the preferred share authorization is part of the same charter amendment that also implements the three-for-one forward stock split of common stock.

When did the Willis Lease Finance (WLFC) charter amendment become effective?

The charter amendment became effective at 4:05 p.m. Eastern Time on July 17, 2026. Effectiveness followed filing of the amendment with the Secretary of State of the State of Delaware after prior approval by the company’s stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): July 17, 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 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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, the Board of Directors of Willis Lease Finance Corporation (the “Company”) approved an amendment to the Company’s certificate of incorporation (the “Amendment”) to effect a three-for-one forward stock split (the “Stock Split”) and increase the number of authorized shares of the Company’s common stock, $0.01 par value, from 20,000,000 to 60,000,000, and preferred stock, $0.01 par value, from 5,000,000 to 15,000,000. As previously disclosed, the Amendment was approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders.

On July 17, 2026, the Company filed the Amendment with the Secretary of the State of the State of Delaware. The Amendment became effective at 4:05 p.m. Eastern Time on July 17, 2026 and is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description of Exhibit

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: July 17, 2026


WILLIS LEASE FINANCE CORPORATION

By:		/s/ Scott B. Flaherty
		Name: Scott B. Flaherty
		Title: Executive Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents