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Willis Lease Finance (NASDAQ: WLFC) lifts AUM to $4.4B in Q2 2026

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Willis Lease Finance Corporation reported second quarter 2026 income from operations of $34.0 million, up 20.2% from Q2 2025, on total revenue of $194.0 million compared with $195.5 million a year earlier. Lease rent revenue rose 6.7% to $77.1 million, and core lease rent plus maintenance reserve revenues totaled $123.6 million.

Gain on sale of leased equipment increased to $32.0 million from $27.6 million. Net income attributable to common shareholders was $28.7 million versus $59.0 million in Q2 2025, when results included a $43.0 million gain on sale of the BAML business. The company states that net income excluding that 2025 gain rose to $28.7 million from $16.0 million. Adjusted EBITDA increased 4.0% to $120.7 million.

Assets under management grew 21% year over year to $4.4 billion, supported by Willis Aviation Capital partnerships with Liberty Mutual Investments and Blackstone Credit & Insurance and about $300 million of seed asset sales. Long‑term maintenance reserve revenue increased to $7.5 million, while short‑term maintenance reserve revenue declined to $39.0 million. At June 30, 2026, the lease portfolio totaled $2,956.3 million and debt obligations were $2,320.9 million, down from $2,700.3 million at December 31, 2025.

Positive

  • Assets under management increased to $4.4 billion, up 21% year over year, reflecting expansion of the Willis Aviation Capital platform and new Liberty Mutual and Blackstone investment partnerships.
  • Income from operations grew 20.2% to $34.0 million, and Adjusted EBITDA increased 4.0% to $120.7 million, showing higher operating profit and cash-generating capacity versus Q2 2025.

Negative

  • Net income attributable to common shareholders declined 51.2% year over year to $28.7 million, as Q2 2025 benefited from a $43.0 million gain on sale of the BAML business.
  • Short-term maintenance reserve revenue fell 22% to $39.0 million, contributing to an 8.4% decrease in total maintenance reserve revenue compared with Q2 2025.

Filing Explained

On August 4, 2026, WLFC issued $200 million of five-year convertible notes, adding senior debt now while leaving any equity dilution uncompleted.

WLFC disclosed that it issued $200 million of five-year, 2.5% senior convertible notes with a 40% conversion premium.

The current state is issuance of the notes—not conversion into common stock—so the immediate structural change disclosed is an added senior debt obligation, while no completed share dilution is reported.

The filing describes the securities as convertible; if additional common shares are issued on conversion, existing holders’ percentage ownership would fall absent offsetting changes.

The filing gives no conversion share count or use-of-proceeds detail, so it does not establish the eventual ownership effect or how the $200 million financing will be used.

The five-year note term and 40% conversion premium are the disclosed terms to track in later filings for any conversion or share issuance.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total revenue Q2 2026 $194,017 (in thousands) Three months ended June 30, 2026; (0.8)% vs Q2 2025
Income from operations Q2 2026 $33,976 (in thousands) Three months ended June 30, 2026; 20.2% vs Q2 2025
Net income attributable to common shareholders Q2 2026 $28,745 (in thousands) Three months ended June 30, 2026; (51.2)% vs Q2 2025
Adjusted EBITDA Q2 2026 $120,737 (in thousands) Non-GAAP measure; three months ended June 30, 2026; 4.0% vs Q2 2025
Assets under management $4.4 billion As of June 30, 2026; 21% year-over-year growth in AUM
Lease portfolio balance $2,956.3 million Book value of lease assets as of June 30, 2026
Debt obligations $2,320,904 (in thousands) Debt obligations at June 30, 2026 vs $2,700,338 (in thousands) at December 31, 2025
Adjusted EBITDA financial
"Adjusted EBITDA was approximately $120.7 million and $116.1 million for the three months ended June 30, 2026 and 2025"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
maintenance reserve revenue financial
"Maintenance reserve revenue 46,456 50,743 (8.4) % for the three months ended June 30"
Maintenance reserve revenue is money a company receives specifically to cover future upkeep or repairs on an asset, like machinery, vehicles, or leased equipment. Think of it as a repair fund paid in advance by a customer: investors watch it because it boosts cash flow now but may not represent actual profit until the related maintenance work is done, so it affects how you judge a company’s true earnings and future repair costs.
assets under management financial
"Grew assets under management, including on our balance sheet and Willis Aviation Capital businesses, to $4.4 billion"
Assets under management (AUM) is the total value of all the investments that a financial company or fund is responsible for overseeing on behalf of its clients. It’s like a big bucket that shows how much money the firm is managing for people or organizations. A higher AUM often indicates a larger, more trusted company, and it can influence how much money they earn and the services they can offer.
loss on debt extinguishment financial
"Add: Loss on debt extinguishment 5,421 — 12,448 — in the Adjusted EBITDA reconciliation"
Loss on debt extinguishment is a one-time accounting charge a company records when it pays off, refinances, or otherwise cancels debt for more than the outstanding amount on its books — think of it like paying a penalty to break a loan early. Investors care because it reduces reported earnings in the period it’s recorded and uses cash, but it can also signal a strategic move to cut future interest costs or a sign of financial stress.
sustainable aviation fuel technical
"non-recurring project expenses related to its sustainable aviation fuel project"
Sustainable aviation fuel is a low‑carbon replacement for conventional jet fuel made from renewable sources (like plant residues, waste oils, or captured carbon) but refined to meet the same safety and performance rules as regular jet fuel. Investors care because SAF can lower airlines’ carbon footprints and exposure to tightening regulations, create new supply and cost dynamics in the fuel market, and drive long‑term demand shifts — like using cleaner fuel in the same airplane.
senior convertible notes financial
"Issued $200M of 5-year, 2.5% senior convertible notes with a 40% conversion premium"
A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.
Total revenue Q2 2026 $194,017 (in thousands) (0.8)% vs Q2 2025
Income from operations Q2 2026 $33,976 (in thousands) 20.2% vs Q2 2025
Net income attributable to common shareholders Q2 2026 $28,745 (in thousands) (51.2)% vs Q2 2025
Adjusted EBITDA Q2 2026 $120,737 (in thousands) 4.0% vs Q2 2025
Assets under management as of June 30, 2026 $4.4 billion 21% year-over-year growth

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

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FAQ

What were Willis Lease Finance (WLFC) Q2 2026 revenue and income from operations?
WLFC generated $194.0 million in total revenue for Q2 2026 and income from operations of $34.0 million. Revenue was slightly below Q2 2025, while operating income increased 20.2% year over year on stronger leasing and asset sale performance.

How much net income did WLFC report to common shareholders in Q2 2026?
Net income attributable to WLFC common shareholders was $28.7 million in Q2 2026, compared with $59.0 million in Q2 2025. The prior-year period included a $43.0 million gain on sale of the BAML business, which significantly boosted 2025 results.

What was Willis Lease Finance’s Adjusted EBITDA for Q2 2026?
Adjusted EBITDA for WLFC was $120.7 million in Q2 2026, up from $116.1 million in Q2 2025. This non-GAAP measure excludes taxes, interest, depreciation, stock compensation, and other items to highlight underlying operating performance and cash-generation capacity.

How large are WLFC’s lease portfolio and assets under management as of June 30, 2026?
As of June 30, 2026, WLFC’s lease portfolio totaled $2,956.3 million, representing 334 engines, 22 aircraft, one marine vessel, and other equipment. Assets under management, including balance-sheet and managed assets, reached $4.4 billion, a 21% year-over-year increase.

What leverage and equity levels did WLFC report at June 30, 2026?
WLFC reported $3,653.2 million in total assets and debt obligations of $2,320.9 million at June 30, 2026. Total shareholders’ equity was $710.3 million, up from $662.1 million at December 31, 2025, as retained earnings increased to $637.0 million.

How did WLFC’s maintenance reserve revenues change in Q2 2026?
Total maintenance reserve revenue was $46.5 million in Q2 2026, down 8.4% from Q2 2025. Long‑term maintenance reserve revenue increased to $7.5 million, while short‑term maintenance reserve revenue declined 22% to $39.0 million, influenced by fuel prices and lease conditions.

What capital markets activity did Willis Lease Finance undertake around Q2 2026?
WLFC issued $200 million of 5‑year, 2.5% senior convertible notes with a 40% conversion premium, providing additional capital flexibility. The company also completed about $300 million in seed asset sales to establish its Willis Aviation Capital investment portfolios.
0001018164false00010181642026-08-042026-08-04

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): August 4, 2026
 
Willis Lease Finance Corporation
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-1536968-0070656
(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 ClassTrading SymbolName of exchange on which registered
Common Stock, $0.01 par value per shareWLFCNasdaq 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 2.02 Results of Operations and Financial Condition.
 
On August 4, 2026, Willis Lease Finance Corporation (the “Company”) issued a news release setting forth the Company’s results from operations for the three and six months ended June 30, 2026 and financial condition as of June 30, 2026. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
The information and exhibit furnished under this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements & Exhibits.
 
Exhibit No.Description
99.1
News Release issued by Willis Lease Finance Corporation dated August 4, 2026.
99.2
Investor Presentation issued by Willis Lease Finance Corporation dated August 4, 2026.
104Cover 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: August 4, 2026
 
 
WILLIS LEASE FINANCE CORPORATION
By:/s/ Scott B. Flaherty
Scott B. Flaherty
Executive Vice President and Chief Financial Officer

3

Exhibit 99.1
image.jpg

 
CONTACT:
Scott B. Flaherty
NEWS RELEASEExecutive Vice President & Chief Financial Officer
561.413.0112
 

Willis Lease Finance Corporation Reports Solid Second Quarter 2026 Financial Results

COCONUT CREEK, FL — August 4, 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 its financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Highlights (All metrics compared to second quarter 2025, except where noted)

•Income from operations of $34.0 million, an increase of 20.2%
•Quarterly lease rent revenue of $77.1 million, an increase of 6.7%
•Quarterly core lease rent and maintenance reserve revenues were $123.6 million in the aggregate, up 0.5%
•Gain on sale of leased equipment of $32.0 million, an increase of 16.2%
•Net income attributable to common shareholders of $28.7 million
•Adjusted EBITDA of $120.7 million, an increase of 4.0%
•Grew assets under management, including on our balance sheet and Willis Aviation Capital businesses, to $4.4 billion

“The first half of the year was focused on establishing and building Willis Aviation Capital,” said Austin C. Willis, Chief Executive Officer of WLFC, “with total AUM growth of 21% year over year, we have delivered.”

Second Quarter 2026 Operating Results

Lease rent revenue increased by $4.9 million, or 6.7%, to $77.1 million in the three months ended June 30, 2026 from $72.3 million for the three months ended June 30, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period.

During the second quarter of 2026, the Company recognized $7.5 million of long-term maintenance revenue, compared to $0.5 million for the quarter ended June 30, 2025. Long-term maintenance is recognized at the end of a lease period as the related maintenance reserve liability is released from the balance sheet.

For the quarter ended June 30, 2026, the gain on sale of leased equipment was $32.0 million, reflecting the sale of 21 engines and other parts and equipment from the lease portfolio. During the three months ended June 30, 2025, the Company sold 14 engines, two airframes, and other parts and equipment for a net gain of $27.6 million.

In March 2026, the Company’s investment fund partnership with Liberty Mutual Investments commenced operations, followed by the commencement of the Company’s investment fund partnership with Blackstone Credit & Insurance in April 2026.

The book value of lease assets owned either directly or through WLFC’s joint ventures, inclusive of the Company’s equipment held for operating lease, maintenance rights, notes receivable, and investments in sales-type leases was $3,721.6 million as of June 30, 2026.



The value of our assets under management, inclusive of the book value of WLFC’s on-balance sheet assets as well as leased assets in our joint ventures, third-party managed assets, and managed fund portfolios was $4.4 billion as of June 30, 2026.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

We analyze our financial data to evaluate the health of our business and assess our performance. As appropriate, in addition to income or loss from operations under GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our business. We believe that this non-GAAP financial measure provides meaningful supplemental information regarding our performance as it excludes certain items that may not be indicative of our recurring operating results. We also believe that investors, in addition to management, benefit from referring to this non-GAAP financial measure in assessing our performance, when viewed together with our GAAP results. While items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluating performance, it can be useful to exclude such items as they can vary significantly between periods and or not be indicative of current or future operating results.

Because non-GAAP financial measures are not standardized, our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in insolation from, or as a substitute for, financial information performed in accordance with GAAP.

We define Adjusted EBITDA as net income attributable to common shareholders, excluding (i) income tax expense, (ii) interest expense, (iii) preferred stock dividends/costs, (iv) loss on debt extinguishment, (v) depreciation and amortization expense, (vi) stock compensation expense, (vii) write-down of equipment, (viii) acquisition, financing and divestitures related expenses, and (ix) other items not indicative of our ongoing operating performance.

Adjusted EBITDA was approximately $120.7 million and $116.1 million for the three months ended June 30, 2026 and 2025, respectively, and $244.6 million and $219.4 million for the six months ended June 30, 2026 and 2025, respectively. See below for the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income attributable to common shareholders.

Three months ended June 30,Six months ended June 30,
2026202520262025
(in thousands)
Net income attributable to common shareholders$28,745 $58,955 $52,406 $74,431 
Add: Income tax expense7,828 13,920 19,583 22,305 
Add: Interest expense29,689 33,569 62,322 65,663 
Add: Preferred stock dividends/costs1,423 1,422 2,845 2,815 
Add: Loss on debt extinguishment5,421 — 12,448 — 
Add: Depreciation and amortization expense29,068 27,550 59,246 52,574 
Add: Stock compensation expense12,703 16,751 26,455 23,658 
Add: Write-down of equipment4,910 11,458 6,059 13,567 
Add: Acquisition, financing and divestitures related expenses2,560 662 4,802 828 
Less: Other (1)(1,610)(48,226)(1,581)(36,449)
Adjusted EBITDA$120,737 $116,061 $244,585 $219,392 
________________________________________________________

1.During the three and six months ended June 30, 2026, the Company recognized non-recurring project expenses of $(1.6) million and $(1.6) million, respectively, related to its sustainable aviation fuel project. The negative expense recognized during the three-month and six-month periods reflect government grant proceeds recognized in the second quarter of 2026. During the three and six months ended June 30, 2025, the Company recognized non-recurring project expenses of $(5.3) million and $6.5 million, respectively, related to its sustainable aviation fuel project, for which the Company subsequently decided to cease further investment. The negative expense recognized during the three-month period reflects government grant proceeds received in the second quarter of 2025. Additionally, during the three and six months ended June 30, 2025, the Company recognized $43.0 million in relation to the gain on sale of the BAML business.



Balance Sheet

As of June 30, 2026, the Company’s lease portfolio was $2,956.3 million, consisting of $2,783.4 million of equipment held in its operating lease portfolio, $89.3 million of notes receivable, and $83.6 million of maintenance rights, which represented 334 engines, 22 aircraft, one marine vessel, and other leased parts and equipment. As of December 31, 2025, the Company’s lease portfolio was $2,988.9 million, consisting of $2,801.7 million of equipment held in its operating lease portfolio, $139.9 million of notes receivable, $30.6 million of maintenance rights, and $16.6 million of investments in sales-type leases, which represented 363 engines, 20 aircraft, one marine vessel, and other leased parts and equipment.

Conference Call

WLFC will hold a conference call led by the executive management team today at 10:00 a.m. Eastern Time to discuss its second quarter 2026 results.

To participate in the conference call, please use the following dial-in numbers:

U.S. and Canada: +1 (800) 330-6730
International: +1 786 297 8585
Conference ID: 7661930
Participant Passcode: 442978

The conference call may also be accessed by registering via the following link:
https://event.webcasts.com/starthere.jsp?ei=1759374&tp_key=c0ab3b632b.

A digital replay will be available two hours after the completion of the conference call. To access the replay, please visit the Investor Relations sections of our website at https://www.wlfc.global/investor-center.

About Willis Lease Finance Corporation

Willis Lease Finance Corporation (WLFC) 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, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Additionally, 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.

Forward-Looking Statements

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. By their nature, forward-looking statements involve a number of inherent risks, uncertainties and assumptions and are subject to change in circumstances that are difficult to predict and many of which are outside of our control. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. 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. Our actual results may differ materially from the results discussed, either expressly or implicitly, 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 natural disasters; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors, as well as the impact of new or increased tariffs; risks associated with owning and leasing jet engines and aircraft; our 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 us and our customers; our 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 our 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.


Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share data) 

Three months ended June 30,Six months ended
June 30,
20262025% Change20262025% Change
REVENUE
Lease rent revenue$77,137 $72,268 6.7 %$154,522 $140,007 10.4 %
Maintenance reserve revenue46,456 50,743 (8.4)%101,968 105,602 (3.4)%
Spare parts and equipment sales21,180 30,354 (30.2)%42,867 48,594 (11.8)%
Interest revenue1,183 3,649 (67.6)%3,971 7,583 (47.6)%
Gain on sale of leased equipment32,038 27,582 16.2 %49,997 32,019 56.1 %
Gain on sale of financial assets154 — nm592 378 56.6 %
Maintenance services revenue8,983 8,031 11.9 %18,752 13,617 37.7 %
Management and advisory fees5,524 2,588 113.4 %13,419 4,551 194.9 %
Other revenue1,362 287 374.6 %2,275 883 157.6 %
Total revenue194,017 195,502 (0.8)%388,363 353,234 9.9 %
EXPENSES
Depreciation and amortization expense29,068 27,550 5.5 %59,246 52,574 12.7 %
Cost of spare parts and equipment sales15,097 28,102 (46.3)%29,514 43,425 (32.0)%
Cost of maintenance services10,350 8,621 20.1 %19,210 13,950 37.7 %
Write-down of equipment4,910 11,458 (57.1)%6,059 13,567 (55.3)%
General and administrative55,559 50,429 10.2 %112,163 98,149 14.3 %
Technical expense9,947 7,508 32.5 %19,635 13,738 42.9 %
Net finance costs:
     Interest expense29,689 33,569 (11.6)%62,322 65,663 (5.1)%
     Loss on debt extinguishment5,421 — nm12,448 — nm
Total net finance costs35,110 33,569 4.6 %74,770 65,663 13.9 %
Total expenses160,041 167,237 (4.3)%320,597 301,066 6.5 %
Income from operations33,976 28,265 20.2 %67,766 52,168 29.9 %
Gain on sale of business— 42,950 (100.0)%— 42,950 (100.0)%
Income from investments4,172 3,082 35.4 %7,220 4,433 62.9 %
Income before income taxes38,148 74,297 (48.7)%74,986 99,551 (24.7)%
Income tax expense7,828 13,920 (43.8)%19,583 22,305 (12.2)%
Net income30,320 60,377 (49.8)%55,403 77,246 (28.3)%
Net income attributable to noncontrolling interests152 — nm152 — nm
Net income attributable to WLFC30,168 60,377 (50.0)%55,251 77,246 (28.5)%
Preferred stock dividends1,353 1,353 — %2,706 2,676 1.1 %
Accretion of preferred stock issuance costs70 69 1.4 %139 139 — %
Net income attributable to common shareholders$28,745 $58,955 (51.2)%$52,406 $74,431 (29.6)%
Basic weighted average income per common share$1.36 $2.89 $2.53 $3.70 
Diluted weighted average income per common share$1.31 $2.81 $2.39 $3.55 
Basic weighted average common shares outstanding21,127 20,367 20,733 20,094 
Diluted weighted average common shares outstanding22,013 20,970 21,885 20,985 




Unaudited Condensed Consolidated Balance Sheets
(In thousands, except per share data)
 
June 30, 2026December 31, 2025
ASSETS
Cash and cash equivalents$10,725 $16,441 
Restricted cash161,497 530,500 
Equipment held for operating lease, less accumulated depreciation2,783,382 2,801,683 
Maintenance rights83,632 30,632 
Equipment held for sale77,002 20,509 
Receivables, net41,365 35,717 
Spare parts inventory51,402 56,577 
Investments152,148 104,250 
Property, equipment & furnishings, less accumulated depreciation76,904 73,835 
Intangible assets, net8,295 271 
Notes receivable, net89,279 139,945 
Investments in sales-type leases, net— 16,595 
Due from affiliates3,188 — 
Other assets114,357 109,360 
Total assets$3,653,176 $3,936,315 
LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY
Liabilities:
Accounts payable and accrued expenses$103,306 $105,706 
Deferred income taxes264,773 228,547 
Debt obligations2,320,904 2,700,338 
Maintenance reserves129,261 116,185 
Security deposits24,537 24,651 
Unearned revenue35,112 35,350 
Due to affiliates1,407 — 
Total liabilities2,879,300 3,210,777 
Redeemable preferred stock ($0.01 par value)63,540 63,401 
Shareholders’ equity:
Common stock ($0.01 par value)228 229 
Paid-in capital in excess of par71,274 72,510 
Retained earnings637,033 590,785 
Accumulated other comprehensive income (loss), net of income tax expense (benefit)61 (1,387)
Total Willis Lease Finance Corporation shareholders’ equity
708,596 662,137 
Noncontrolling interests1,740 — 
Total equity
710,336 662,137 
Total liabilities, redeemable preferred stock and equity$3,653,176 $3,936,315 


Q2 2026 EARNINGS CALL Date August 4, 2026 Time 10:00 AM EST Presenters Austin C. Willis Scott B. Flaherty

 

2 DISCLAIMER Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of the federal securities laws. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including ‘‘anticipate,’’ ‘‘may,’’ ‘‘estimate,’’ ‘‘should,’’ ‘‘expect,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘intend,’’ and similar words, or the negatives of those words, are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings (loss), capital expenditures, dividends, capital structure or other financial terms. Certain statements regarding the following particularly are forward- looking in nature: ▪ Willis Lease Financial Corporation (the "Company" or "WLFC")’s business strategy; ▪ WEST’s business strategy and assumptions used to develop the cash flow models; ▪ future performance, developments, market forecasts or projections; and ▪ WLFC’s projected capital expenditures. All forward-looking statements are based on our beliefs, assumptions and expectations of future economic performance, taking into account the information currently available. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known and many of which are beyond WLFC’s and WEST’s control, which may cause actual results, performance or financial condition to be materially different from the stated expectations of future results, performance or financial position, as well as those included in the cash flow models. Our 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 terrorist activity; ▪ changes in fuel prices and other disruptions to the world markets and the global economy of geopolitical, weather, cybersecurity, humanitarian and other events, including but not limited to war and terrorist activity; ▪ trends in the airline industry, including growth rates of markets and other economic factors; ▪ risks associated with owning and leasing commercial engines and aircraft; ▪ changes in interest rates and availability of capital to us and to our customers; ▪ our ability to continue to meet our customers’ changing demands; ▪ the market value of engines and other assets in our portfolio; ▪ regulatory changes affecting commercial aircraft operators, aircraft maintenance, engine standards, accounting standards and taxes; and ▪ WLFC’s, in its capacity as Servicer, ability to successfully negotiate engine purchases, sales and leases, to collect outstanding amounts due, and to repossess engines under defaulted leases, and to control costs and expenses. ▪ further information regarding these and other risks is included in WLFC's most recent U.S. Securities and Exchange Commission ("SEC") filings, including its Annual and Quarterly Reports on Forms 10-K and 10-Q, respectively, filed with the SEC under the heading “Risk Factors.” Considering these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of presentation or as of the date of any document incorporated by reference, as applicable. Such forward-looking statements are inherently uncertain, and actual results may differ from expectations. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. Non-GAAP Financial Measures In this presentation, WLFC presents certain non-GAAP measures, including EBITDA, EBITDA Margin, Free Cash Flow and similar measures, which are not required by, or presented in accordance with, GAAP. While WLFC believes these are useful metrics, companies use these metrics for differing purposes and they are often calculated in ways that reflect the particular circumstances of those companies. You should exercise caution in comparing the non-GAAP metrics reported by us to such metrics or other similar metrics as reported by other companies. Our non-GAAP metrics have limitations as analytical tools, and you should not consider them in isolation. The non-GAAP financial information presented herein is provided in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP and should not be considered as alternatives to any performance measures derived in accordance with GAAP. A reconciliation of EBITDA, a non-GAAP financial measure, to its most directly comparable GAAP measure, can be found on slide 17 of this presentation. The distribution of this presentation in certain jurisdictions may be restricted by law. Those persons into whose possession this presentation comes are required to inform themselves about and to observe any such restrictions. This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities. This presentation has been prepared solely for informational purposes and is not intended to serve as the basis for any investment decision. Under no circumstances is this presentation or the information contained herein to be construed as a prospectus, offering memorandum or advertisement and neither any part of this written or oral presentation nor any information or statement contained herein or therein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction where such an offer or solicitation would be unlawful.

 

3 WHY WILLIS? differentiated offerings and strong performance strong aviation leasing market dynamics growing maintenance and repair demand a flywheel effect across the Willis Platform® long-term growth and shareholder returns ENABLES LEVERAGES CAPTURES ACCELERATES SUPPORTS Vertically Integrated Platform Core Leasing Business Services Willis Aviation Capital (WAC) Strong Balance Sheet

 

4 Q2 HIGHLIGHTS Seeded Funds Completed $300M in seed asset sales to establish the initial investment portfolio. Portfolio M&A Transactions Acquired three Airbus A330-300s that will be placed on long-term lease with China Airlines and EVA Air. Convertible Offering Issued $200M of 5-year, 2.5% senior convertible notes with a 40% conversion premium. Provides incremental capital flexibility and is immediately accretive. Grew AUM Grew assets under management across the Willis Lease balance sheet and Willis Aviation Capital ~$300M to $4.4BN at 6/30/26. SINCE QUARTER END ~$379.3M agreement to acquire 12 aircraft and 13 aircraft engines. SIGNED DEFINITIVE AGREEMENT 5-year storage and lease-return agreement with Pratt & Whitney covering PW1100G-JM, PW1500G, PW1900G, PW4000 and V2500 engines. ENTERED INTO AGREEMENT Added to 3 additional Russell indexes, reflecting broader market recognition of WLFC. EXPANDED INDEX INCLUSION

 

5 Q2 FINANCIAL RESULTS CONTINUE GROWTH TRAJECTORY Information as of June 30, 2026, unless otherwise denoted (1) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, Leased Assets in Joint Venture, Third-Party Managed Assets, and Managed Funds portfolios as of June 30, 2026 (2) Calculated as Last Twelve Months (LTM) Net Income Attributable to Common Shareholders / average of Shareholder’s Equity as of June 30, 2026 (3) Calculated as (total Debt Obligations - Cash and Cash Equivalents and Restricted Cash) / (Preferred Equity + Total Shareholder’s Equity) (4) Blended utilization and on-lease lease rate factor reflect WLFC’s owned portfolio (5) Adjusted EBITDA is a non-GAAP measure and reconciled to Net income attributable to common shareholders in the appendix $194.0M $28.7M 85% $4.4B(1) $120.7M(5) 2.78x(3) With on-lease lease rate factor of 1.03% per month (4) REVENUE NET INCOME TO SHAREHOLDERS BLENDED UTILIZATION (4) ASSETS UNDER MANAGEMENT Adjusted EBITDA NET DEBT / EQUITY Return on Equity of 13% (2) Up 21% YoY

 

6 LONG-TERM MAINTENANCE RESERVES ▪ Long-term maintenance reserve revenue reached $7.5M, compared to $0.5M in the prior year SHORT-TERM MAINTENANCE RESERVES ▪ Short-term maintenance reserves revenue declined 22% YoY to $39M ▪ Influenced by fuel prices and number of engines on short-term lease conditions LEASE RENT ▪ Lease rent of $77.1M (+7% YoY) ▪ Stable lease rate factor (1.03%) across asset generations (+3 bps YoY) ▪ Growth driven by next-gen assets and improved lease dynamics $72.3 $77.1 7% Q2 2025 Q2 2026 Driven by WLFC’s market leading assets, capabilities and deep customer relationships CONSISTENT GROWTH ACROSS ENTIRE PLATFORM $50.2 $39.0 -22% Q2 2025 Q2 2026 $0.5 $7.5 +$7.0M Q2 2025 Q2 2026

 

7 PROFITABILITY & CASHFLOWS Net income, EPS, and adjusted EBITDA Net Income ▪ $28.7M Net Income, up 80% YoY, excluding one-time gain from 2025 BAML sale ▪ $1.31 Diluted EPS (post-stock split), up 72% YoY on a normalized basis ▪ Revenue growth across nearly all sales channels ▪ Income from Operations margins increased 400 bps YoY, driven by increased business scale $16.0(1) $28.7 80% Q2 2025 Q2 2026 Diluted EPS $0.76 (2) $1.31 $2.81 72% Q2 2025 Q2 2026 Adjusted EBITDA ▪ Adjusted EBITDA of $120.7M, up 4% YoY ▪ Reflecting strong YoY operating performance and the business’s resilient cash-generating profile $116.1 $120.7 4% Q2 2025 Q2 2026 $59.0 1) Excludes $43 million of tax free one time gain on sale of BAML business 2) Adjusted to reflect 3-for-1 split and excluding one time, tax free gain on sale of BAML business

 

8 Encouraged by early traction, with a strong pipeline of opportunities in 2026. WILLIS AVIATION CAPITAL ENHANCES WLFC PORTFOLIO Transforms WLFC from balance-sheet lessor to scaled aviation asset manager Blackstone Credit & Insurance Engine leasing >$1.0B Liberty Mutual Investments Funds growing credit strategy Up to $600M $17M funded in Q2 50/50 Joint Ventures Willis Mitsui & Co. CASC Willis Engine Leasing Co. $765M Managed Assets(1) Owned by airlines and investors $372M REVENUE Generates recurring income streams to drive premium returns on equity (2) (3) (4) (5) (1) Managed Assets are portfolios managed by WLFC but hold no equity investment in the assets (2) Willis Aviation Services Limited is our airframe maintenance facility in the UK and is certified to perform all C checks on 737NG and up to 6-year checks on a320ceo aircraft (3) Willis Aeronautical Services, Inc. offers spare parts and materials & maintains a constantly changing inventory (4) Willis Mitsui & Co. Asset Management Limited provides independent aviation consultancy, advisory solutions, and technical services across a broad spectrum of engine types (5) Willis Engine Repair Center® conducts maintenance repair and overhaul services on our owned engine portfolio and third-party assets in the USA and the UK VOLUME Increases the volume of assets serviced across WLFC and JV businesses ORIGINATION Enables origination opportunities by allowing larger single transitions SCALE Improves scale by enabling programmatic investments and lessee diversification BALANCE SHEET Supports balance sheet deleveraging CUSTOMER VALUE Competitive low-cost financing for existing customer base Willis Aviation Capital (WAC)

 

9 SCALING A CAPITAL-LIGHT ASSET MANAGEMENT PLATFORM Leveraging our industry -leading Will is Platform® to bring attractive returns to our par tners and enhance enterprise value (1) Does not include additional capacity at WLFC or Joint Ventures (2) Reflects committed capital as of June 30, 2025. (3) Managed Assets are portfolios managed by WLFC but holds no equity investment in the assets (4) Investment partnership with Liberty Mutual Investments; funded approximately $103 million of finance leases in Q1 and Q2 2026 (5) Investment partnership with Blackstone Credit & Insurance; funded approximately $204 million of operating leases in Q2 2026 WLFC 50/50 Joint Ventures $1B+ (2) Managed Assets(3) AUM: $4.4 BN+(1) as of 6/30/2026 WLFC LMI(4) WLFC BX(5) $2.8BN+ committed and managed capital $600M(2) $103M(4) $3.0BN $765M $372M 1 N+(2) Significant incremental borrowing capacity exists for portfolio growth at both WLFC and WMES. $204M(5)

 

10 ▪ Engine & Aircraft Leasing ▪ Regional & Specialty Assets Leasing ▪ Engine & Aircraft Lease & Loan Financing ▪ ConstantAccess® / ConstantThrust® ▪ Aircraft for Engine Strategy ▪ Engine Maintenance & Disassembly (US/UK) ▪ CFM56-5B/7B Test Cell (US) – Coming Soon! ▪ Aircraft Line & Base Maintenance, Parking & Storage, Disassembly (UK) ▪ Material Solutions & Services for Engines & Airframes (US/UK) ▪ Airport FBO & Handling Services (UK) ▪ Aircraft & Powerplant Consultancy & CAMO ▪ Institutional-backed Capital at Scale ▪ Leasing, Loans & Loan-like Products ▪ Repeatable Programmatic Funding with Low Execution Risk ▪ Long-standing Joint Ventures with Highly Reputable Partners ▪ Large Managed Asset Portfolio PLATFORM OFFERS DIFFERENTIATED CAPABILITIES TO CUSTOMERS

 

11 ▪ Visible pipeline driving near-term earnings growth ▪ Supply-demand imbalance creating attractive deployment opportunities ▪ Willis Aviation Capital (WAC) scaling to unlock incremental, fee-based revenue ▪ ~$4.4B AUM(1) in high-demand assets ▪ Broad diversification across OEMs, customers, and geographies ▪ Structural supply constraints supporting lease demand and yields UNIQUE OPPORTUNITY IN AVIATION (1) As represented by WLFC Portfolio of Leased Assets, Notes Receivable, Investments in Sales-type Leases, Maintenance Rights, Leased Assets in Joint Ventures, Third-Party Managed Assets, and Managed Funds portfolios as of June 30, 2026 ▪ Proven leadership team with deep aviation leasing track record ▪ Differentiated Willis Platform® enabling capital-efficient growth ▪ Strong balance sheet supporting consistent financial performance Right Platform Right Market Right Time The right platform in the right market at the right time

 

APPENDIX

 

Consolidated Quarterly Statements of Income 1

 

14 Consolidated Quarterly Statements of Income (unaudited) in (000s) Q2 2026 Q2 2025 Lease rent revenue $ 77,137 $ 72,268 Maintenance reserve revenue 46,456 50,743 Spare parts and equipment sales 21,180 30,354 Interest revenue 1,183 3,649 Gain on sale of leased equipment 32,038 27,582 Gain on sale of financial assets 154 — Maintenance services revenue 8,983 8,031 Management and advisory fees 5,524 2,588 Other revenue 1,362 287 Total Revenue 194,017 195,502 Depreciation and amortization expense 29,068 27,550 Cost of spare parts and equipment sales 15,097 28,102 Cost of maintenance services 10,350 8,621 Write-down of equipment 4,910 11,458 General and administrative 55,559 50,429 Technical expense 9,947 7,508 Net finance costs 35,110 33,569 Total Expenses $ 160,041 $ 167,237 Income from Operations $ 33,976 $ 28,265 Gain on sale of business — 42,950 Income from investments 4,172 3,082 Income Before Income Taxes $ 38,148 $ 74,297 Income tax expense 7,828 13,920 Net Income $ 30,320 $ 60,377 Net Income Attributable to NCI 152 — Net Income Attributable to WLFC $ 30,168 $ 60,377 Preferred Stock Dividends 1,353 1,353 Accretion of Preferred Stock Costs 70 69 Net Income Applicable to Common Shares $ 28,745 $ 58,955

 

Consolidated Balance Sheets 2

 

16 Consolidated Balance Sheets in (000s) June 30, 2026 (1) December 31, 2025 Cash and cash equivalents $ 10,725 $ 16,441 Restricted cash 161,497 530,500 Equipment held for operating lease, less accumulated depreciation 2,783,382 2,801,683 Maintenance rights 83,632 30,632 Equipment held for sale 77,002 20,509 Spare parts inventory 51,402 56,577 Property, equipment & furnishings, less accumulated depreciation 76,904 73,835 Intangible assets, net 8,295 271 All Other Assets 400,337 405,867 Total Assets $ 3,653,176 $ 3,936,315 Debt, net 2,320,904 2,700,338 All Other Liabilities 558,396 510,439 Total Liabilities $ 2,879,300 $ 3,210,777 Redeemable preferred stock ($0.01 par value) 63,540 63,401 Total shareholders’ equity $ 710,336 $ 662,137 Total liabilities, redeemable preferred stock and shareholders’ equity $ 3,653,176 $ 3,936,315 1) Unaudited.

 

Reconciliation of Non-GAAP Measures 3

 

18 Adjusted EBITDA Reconciliation (unaudited)(1) Q2 2026 and Q2 2025 in (000s) Q2 2026 Q2 2025 Net income attributable to common shareholders $ 28,745 $ 58,955 Add: Income tax expense 7,828 13,920 Add: Interest expense 29,689 33,569 Add: Preferred stock dividends/costs 1,423 1,422 Add: Loss on debt extinguishment 5,421 - Add: Depreciation and amortization expense 29,068 27,550 Add: Stock compensation expense 12,703 16,751 Add: Write-down of equipment 4,910 11,458 Add: Acquisition, financing and divestitures related expenses 2,560 662 Add: Other (2) (1,610) (48,226) Adjusted EBITDA $ 120,737 $ 116,061 1) We define Adjusted EBITDA as net income attributable to common shareholders, excluding (i) income tax expense, (ii) interest expense, (iii) preferred stock dividends/costs, (iv) loss on debt extinguishment, (v) depreciation and amortization expense, (vi) stock compensation expense, (vii) write-down of equipment, (viii) acquisition, financing and divestitures related expenses, and (ix) other items not indicative of our ongoing operating performance. 2) During the three months ending June 30, 2026, the Company recognized non-recurring project expenses of $(1.6) million related to its sustainable aviation fuel project. The negative expense recognized during the three-month period reflects government grant proceeds recognized in the second quarter of 2026. During the three months ending June 30, 2025, the Company recognized non-recurring project expenses of $(5.3) million related to its sustainable aviation fuel project, for which the Company subsequently decided to cease further investment. The negative expense recognized during the three-month period reflects government grant proceeds received in the second quarter of 2025. Additionally, during the three June 30, 2025, the Company recognized $43.0 million in relation to the gain on sale of the BAML business.

 

Source: View Original Filing on SEC EDGAR

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