Willis Lease Finance Corp 8-K Filings

Willis Lease Finance Corporation (WLFC) furnished an investor presentation in connection with Chief Executive Officer Austin C. Willis’s participation in Deutsche Bank’s 16th Annual Aviation Forum in New York on September 8, 2026. The materials are provided under Regulation FD and are not deemed filed under the Exchange Act.

The presentation describes WLFC as an integrated aviation platform founded in 1985 and headquartered in Coconut Creek, Florida, with $4.4 billion in engines, aircraft and managed funds assets under management and operations across 120 countries. It highlights over 500 employees worldwide and a broad suite of leasing, maintenance, repair, material, and asset management services, including joint ventures and managed capital advised by Willis Asset Finance Management (WAFM). The slides also emphasize use of non‑GAAP metrics such as EBITDA and include standard forward‑looking statement and investment risk disclaimers.

Willis Lease Finance Corporation (WLFC) completed a significant asset acquisition through its wholly owned subsidiary Willis Dallas Ltd. WLFC purchased all of the equity of WNG II Aircraft Leasing (Cayman) Ltd. and WNG Aircraft Management 3, LLC, whose subsidiaries hold a portfolio of 12 commercial aircraft and 13 spare aircraft engines.

The base purchase price was $379,300,000, subject to multiple adjustments tied to a historical economic closing date. These included reductions for prior rents, maintenance reserves, deposits and any assets lost or sold, plus an upward adjustment for interest at 6.25% per annum and other agreed items. At closing, the resulting Adjusted Purchase Price was approximately $262,900,000, funded to the sellers after accounting for a previously funded $10,000,000 deposit, a $1,517,200 nine‑month holdback for potential pre‑closing leakage, repayment of the target companies’ existing credit facility, and reimbursement of certain prepaid vendor costs. WLFC intends to allocate 10 of the acquired engines and 6 of the acquired aircraft to subsidiaries of its joint ventures or managed investment vehicles to deploy the portfolio across its broader aviation platform.

Willis Lease Finance Corporation entered into a Purchase and Sale Agreement on August 3, 2026 to acquire three commercial buildings in Coconut Creek, Florida for $118.0 million. The properties total 375,000 square feet of space.

The company intends to use these buildings to support expanding operations, including its corporate headquarters, facilities for its spare parts business, maintenance repair and overhaul services, and areas for preservation and engine storage. Closing of the acquisition is subject to customary closing conditions.

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.

Willis Lease Finance Corporation’s board declared a third quarter 2026 quarterly dividend of $0.133 per share of common stock, adjusted for the company’s recent 3-for-1 stock split. The dividend is expected to be paid on August 21, 2026 to stockholders of record as of August 11, 2026.

Willis Lease Finance Corporation plans to release its financial results for the second quarter of 2026 before the market opens on August 4, 2026, and to host a conference call that day at 10:00 a.m. Eastern Time led by its executive management team.

Investors can join via U.S./Canada dial-in +1 (800) 330-6730, international dial-in +1 (786) 297-8585 using Conference ID 7661930 and Participant Passcode 442978, or through an online webcast link, with a digital replay available later through the company’s Investor Center.

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.

Willis Lease Finance Corporation, through wholly owned subsidiary Willis Dallas Ltd, has signed a Purchase and Sale Agreement to acquire WNG II Aircraft Leasing (Cayman) Ltd and WNG Aircraft Management 3, LLC, which together hold a portfolio of 12 commercial aircraft and 13 spare aircraft engines.

The base purchase price is $379,300,000, subject to a locked-box mechanism and adjustments for rents, maintenance reserves, asset sales or losses, and interest at 6.25% per annum from the Economic Closing Date. WLFC has placed a $10,000,000 escrow deposit and will hold back $1,517,200 for nine months after closing, alongside a post-closing true-up and a representations and warranties insurance policy. Closing is expected in the third quarter of 2026, no earlier than August 24, 2026, with an Outside Date of September 8, 2026, and the company plans to allocate ten engines and six aircraft to joint venture subsidiaries or managed vehicles, subject to customary closing conditions.

Willis Lease Finance Corporation is implementing a three-for-one forward stock split of its common stock. The split was approved through an amendment to the certificate of incorporation, with a record date of July 6, 2026. The amendment is expected to become effective after market close on or about July 17, 2026, after which the reclassification of the common stock will be effected. Trading in the common stock on a split-adjusted basis is expected to begin on or about July 21, 2026.

Willis Lease Finance Corporation shareholders approved a three-for-one forward stock split of the company’s common stock and a proportional increase in authorized shares. The split will be implemented through an amendment to the certificate of incorporation.

At the reconvened 2026 Annual Meeting, 7,345,515 shares, or 96.59% of the common stock entitled to vote, were represented. Proposal 2, covering the amendment and stock split, passed with 6,151,386 votes for, 1,187,377 against, and 6,752 abstentions. Each share held as of the close of trading on July 6, 2026 will become three shares upon effectiveness of the amendment. Subject to final Nasdaq approval, trading is expected to begin on a split-adjusted basis on July 20, 2026.

Willis Lease Finance Corporation reported results from its 2026 Annual Meeting of Stockholders and adjourned one key item. Shareholders holding 7,014,117 shares, or 92.23% of the 7,604,821 shares outstanding as of April 6, 2026, were represented.

Stockholders elected Stephen Jones as a Class I director, approved the advisory vote on executive compensation, and ratified Grant Thornton LLP as independent auditor for the year ending December 31, 2026. They also approved the option to adjourn the meeting to solicit more votes on a proposal for a three-for-one forward stock split and related increases in authorized common and preferred shares.

The meeting was adjourned with respect to this stock split proposal and will reconvene virtually on June 23, 2026, with the same April 6, 2026 record date and previously submitted proxies remaining valid unless changed.

Willis Lease Finance Corporation has issued $200,000,000 of 2.50% Convertible Senior Notes due 2031 under an existing shelf registration. The notes pay interest semi-annually and mature on May 15, 2031, unless earlier converted, redeemed or repurchased.

Holders can convert at an initial rate of 3.7202 shares per $1,000 principal amount, implying an initial conversion price of about $268.80 per share, with customary adjustment and make-whole provisions. The company may redeem the notes, in whole or in part, on or after May 21, 2029 if its share price exceeds 130% of the conversion price, subject to minimum size conditions.

Willis Lease also facilitated a concurrent delta placement of 281,250 borrowed shares for investors’ hedging; it received no proceeds and issued no new shares. An amendment to the revolving credit facility was executed to permit issuance of the notes.

Willis Lease Finance Corporation reported strong first quarter 2026 results with total revenue of $194.3 million, up 23.2% from the same period in 2025. Net income attributable to common shareholders rose to $23.7 million, a 52.9% increase, and diluted EPS reached $3.26.

The company achieved record quarterly lease rent revenue of $77.4 million and record maintenance services revenue of $9.8 million, while portfolio utilization improved to 85.8%. Adjusted EBITDA grew to $123.8 million, up 19.9%. The Board also declared a quarterly dividend of $0.40 per share, payable May 22, 2026 to shareholders of record on May 11, 2026.

Willis Lease Finance Corporation announced it will release its financial results for the first quarter of 2026 before the market opens on May 5, 2026, and will host a conference call that day at 10:00 a.m. Eastern Time to discuss the results.

The company is providing investors with dial-in phone numbers, a webcast registration link, and notice that a digital replay will be available through its Investor Center website. The information is furnished under Regulation FD and not deemed filed for liability purposes.

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.

Willis Lease Finance Corporation has amended and extended its main revolving credit facility. Total lender commitments increased from $1.0 billion to $1.75 billion, and the facility’s maturity was pushed out to April 2031. The facility was oversubscribed by about $1.0 billion in excess commitments, signaling strong lender support. Management expects the added capacity, longer term and flexibility to help fund ongoing growth and diversification of its aircraft engine leasing and aviation services platform.

Willis Lease Finance Corporation reported record 2025 results, highlighting strong aviation demand. Total revenue rose to $730.2 million, up 28.3% from 2024, driven by higher lease rent, maintenance reserve revenue and a surge in spare parts and equipment sales.

Pre-tax income reached a record $160.6 million, up 5.2%, while net income attributable to common shareholders increased 3.5% to $108.1 million. Adjusted EBITDA grew 16.6% to $459.1 million as portfolio utilization improved to 84.9%.

The lease portfolio reached $2,988.9 million as of December 31, 2025, representing 363 engines, 20 aircraft and one marine vessel. Total assets climbed to $3,936.3 million, shareholders’ equity to $662.1 million, and return on equity was cited at 18%.

Willis Lease Finance Corporation entered into Amendment No. 2 to its existing Credit Agreement with Bank of America, N.A. as administrative agent. The change updates how “Total Debt” is calculated for the “Maximum Leverage Ratio” covenant by excluding certain amounts from that Total Debt definition. This adjustment affects how the company’s leverage is measured under the facility but does not itself disclose any new borrowing or changes to lenders.

Willis Lease Finance Corporation announced the schedule for releasing its fourth quarter and full year 2025 financial results and related conference call. The company plans to publish its earnings press release on Tuesday, March 10, 2026, and will host a management-led conference call that same day at 10:00 a.m. Eastern Standard Time to discuss the results. Investors can access dial-in details, the replay information, the earnings press release and an earnings supplement through the Investor Relations section of WLFC’s website.

Willis Lease Finance Corporation reported that it has entered into a collaboration with an entity referred to as International, focused on extending the operational life of CFM56-5B and CFM56-7B aircraft engines. The company disclosed this business development in a current report and attached the related news release as an exhibit.

The collaboration targets widely used engine models, suggesting an emphasis on supporting long-term engine performance and serviceability for customers that operate CFM56-5B and CFM56-7B fleets.

Willis Lease Finance Corporation declared a regular quarterly cash dividend of $0.40 per share on its outstanding common stock. The Board approved this dividend on January 16, 2026. The dividend is scheduled to be paid on February 20, 2026 to stockholders who are on record as of the close of business on February 11, 2026. The company also issued a news release with these details, which is included as an exhibit to the report.

Willis Lease Finance Corporation reported that on January 6, 2026 it decided to pursue strategic alternatives for its subsidiary Willis Sustainable Fuels (UK) Limited, including a potential sale, after deciding to cease its investment in this initiative.

The company emphasizes that any forward-looking statements about these plans involve risks and uncertainties related to the airline industry, global economic conditions, regulation, asset values and other factors described in its Annual Report on Form 10-K and other SEC filings.

Willis Lease Finance Corporation entered into a note purchase agreement for a major private debt financing tied to its aircraft engine portfolio. Through its wholly owned subsidiary Willis Engine Structured Trust IX, the company agreed to issue and sell $337,400,000 of Series A Fixed Rate Notes and $55,500,000 of Series B Fixed Rate Notes, for a total of $392.9 million of fixed rate notes. The notes will be secured by WEST’s ownership interests in a portfolio of 47 aircraft engines and two airframes, meaning investors have a claim on these assets.

The notes are being privately offered to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will not be registered under the Securities Act. Closing is scheduled for December 23, 2025, but remains subject to customary conditions, and the company cautions there is no assurance the transaction will close on that date or at all.

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.

Willis Lease Finance Corporation disclosed that its Compensation Committee granted a non‑qualified stock option to Executive Chairman Charles F. Willis IV on November 10, 2025. The award covers the right to purchase up to 300,000 shares of common stock and is intended to retain and incentivize his continued service.

The option vests in four equal annual installments on each of the first four anniversaries of the grant date, or earlier upon a change in control. It carries a six‑year term and an exercise price set to the greater of the fair market value on the grant date or the five‑day average volume‑weighted fair market value from November 10 through November 14, 2025. Following vesting, the option is exercisable while he remains in service; if his service ends due to death, disability, resignation for Good Reason, or termination without Cause, it remains exercisable for the shorter of two years after termination or the remaining term.

Willis Lease Finance Corporation furnished a news release with results for the three and nine months ended September 30, 2025, and its financial condition as of that date.

The Board also declared a $0.40 per-share quarterly dividend, payable on November 26, 2025 to shareholders of record at the close of business on November 17, 2025. The earnings release and dividend announcement were included as Exhibit 99.1.

Willis Lease Finance Corporation announced that its joint venture, Willis Mitsui & Co. Engine Support Limited (WMES), entered a new $750.0 million five-year revolving credit facility with MUFG Bank as administrative and collateral agent. The obligations under the facility are not recourse to WLFC or its subsidiaries.

The Credit Agreement permits WMES to request up to an additional $250.0 million in aggregate commitments, subject to lender consent and conditions. Proceeds may be used for general corporate purposes. The revolver is available on a revolving basis until October 31, 2030, with a potential maturity extension subject to lender approval. Borrowings bear interest at Term SOFR plus a margin, and WMES will pay an unused line fee quarterly and other agreed fees.

Financial covenants require, starting with the quarter ending December 31, 2025, a Consolidated Interest Coverage Ratio of at least 3.50 to 1.00 and a Consolidated Leverage Ratio no greater than 4.00 to 1.00.

Willis Lease Finance (WLFC) appointed Brian R. Hole as Global Head of Managed Funds and Credit, effective October 8, 2025, under a new employment agreement. The agreement sets an initial annual base salary of $696,892 and a target annual bonus opportunity of up to 90% of base salary, effective January 1, 2026. Mr. Hole is also eligible for performance-related pay tied to managing third-party capital, will continue certain perquisites, and will vest in previously granted restricted stock per the agreement. It also provides customary severance and potential continued or accelerated vesting upon certain termination events.

On 22 July 2025, Willis Lease Finance Corp. (WLFC) disclosed that its wholly owned subsidiary, Willis Warehouse Facility LLC, executed Amendment No. 1 to the May 3 2024 secured warehouse credit agreement. Key modifications are:

• Commitment availability extended one year to 3 May 2027
• Final maturity pushed to 3 May 2030 (from 2029)
• Higher asset advance rates for the borrower
• Lower undrawn commitment fees

The lenders remain unchanged, with Bank of America, N.A. as Facility Agent and Bank of Utah as Security Trustee/Administrative Agent. Because the amendment increases the tenor and alters economic terms, WLFC has recognized a new direct financial obligation under Item 2.03 of this Form 8-K. The full agreement will be filed with the company’s Form 10-Q for the quarter ending 30 Sept 2025.