Willis Lease SEC Filings

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 (WLFC) CEO and Director Austin C. Willis reported open‑market stock sales on 11/03/2025 under a Rule 10b5‑1 trading plan adopted on June 3, 2025. The transactions were executed in multiple trades, with weighted average sale prices of $125.7427, $126.3662, and $127.5879, as disclosed in Table I footnotes.

Following these transactions, Willis beneficially owned 182,663 shares directly. The filing also lists activity and holdings reported as indirect through family members and trusts. Examples include post‑trade balances of 23,222 shares attributed to “Brother,” and trust/partnership positions such as 232,715 shares for the 2019 Willis Family Trust and 405,488 shares for CFW Partners, each as identified in the ownership table and footnotes.

Willis Lease Finance Corporation reported Q3 2025 results with total revenue of $183.4 million, up from $146.2 million a year ago. Net income was $24.3 million versus $24.1 million, and diluted EPS was $3.25 compared with $3.37.

Growth was led by lease rent revenue of $76.6 million and maintenance reserve revenue of $76.1 million, plus a $16.1 million gain on sale of leased equipment. Expenses rose on higher depreciation, general and administrative costs, technical expense, and $10.2 million of equipment write‑downs. The effective tax rate climbed to 43.7%.

For the nine months, revenue reached $536.6 million and net income was $101.6 million, including a $43.0 million gain on the sale of a business. Cash from operating activities was $209.1 million. Total assets were $3.42 billion, debt obligations were $2.24 billion, and shareholders’ equity was $650.2 million. The company issued $596.0 million of WEST VIII notes in June and amended its warehouse facility in July to extend availability and reduce fees. Shares outstanding were 6,814,154 as of October 31, 2025.

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.

Austin C. Willis, listed as Chief Executive Officer and Director of Willis Lease Finance Corp (WLFC), reported multiple sales of the issuer's common stock effected on 10/01/2025 under a Rule 10b5-1 trading plan adopted on June 3, 2025. The Form 4 shows sales executed in multiple trades with prices reported as weighted averages of $135.7028, $136.3549, and individual trades at $137.12, and disclosed price ranges from $135.06 to $136.87.

The reporting person’s direct beneficial ownership decreased to 186,063 shares following the reported transactions. Several indirect holdings remain disclosed through trusts and family entities, including 232,715 shares held by the CFW V 2016 Trust and 405,488 shares held by the 2019 Willis Family Trust, plus other trusts and shared voting arrangements identified in the Form 4.

Z. Clifton Dameron IV, who serves as SVP, GC & Corporate Secretary of Willis Lease Finance Corp (WLFC), reported an open-market transaction on 10/01/2025 showing acquisition of 3,000 shares of WLFC common stock at a price of $137.12 per share.

The Form 4 reports the shares were granted as a restrictive stock grant that vests over three years. After this transaction the reporting person beneficially owns 8,182 shares in total. The filing was signed on 10/02/2025.

Willis Lease Finance Corp (WLFC) filed a Form 144 disclosing a proposed sale of 7,900 common shares through Merrill Lynch, scheduled approximately for 10/01/2025 on NASD with an aggregate market value of $1,078,034. The filing identifies the shares as acquired over multiple dates (2003–2024) as compensation and shows all 7,900 shares offered match the filer’s holdings detailed in the acquisition table. The issuer has 6,809,636 common shares outstanding, so the proposed sale represents a small fraction of the company’s equity. The notice also reports recent insider sales: 14,668 shares sold during July–September 2025, generating gross proceeds of $2,077,134. The filer affirms no undisclosed material adverse information.