WILLIS LEASE FINANCE CORP SEC Filings

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.

Barrington Colm reported acquisition or exercise transactions in this Form 4 filing.

WILLIS LEASE FINANCE CORP director Colm Barrington received a grant of 3,000 shares of Common Stock. The award was reported at a price of $185.62 per share and is described as a Restricted Stock Grant that vests over one year.

Following this equity award, Barrington directly holds 9,872 shares of the company’s common stock, reflecting routine stock-based compensation rather than an open-market purchase or sale.

Curran Brendan reported acquisition or exercise transactions in this Form 4 filing.

Willis Lease Finance director Brendan Curran received a grant of 3,000 shares of common stock at $185.62 per share as a compensation award. The footnote describes this as a restrictive stock grant vesting over one year. After the award, he directly holds 11,872 shares of common stock.

Jones Stephen Francis reported acquisition or exercise transactions in this Form 4 filing.

Willis Lease Finance Corp director Stephen Francis Jones received a grant of 3,000 shares of Common Stock at $185.62 per share. This is a compensation-related award, not an open-market purchase. After the grant, he directly holds 4,459 shares, which vest over one year.

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.

Four Tree Island Advisory LLC urges WLFC stockholders to oppose most items at the Annual Meeting, arguing the board seeks to triple authorized shares (Proposal 2) and that a recent convertible note issuance materially harmed shareholder value. The letter cites a May 13, 2026 share close of $211.67, a two‑day later close of $180.03 (about 15% decline), an alleged market cap impact of roughly $255 million, plus $6.0 million underwriting fee and $0.9 million offering expenses. The firm highlights the notes' $268.80 conversion price and an asserted ~9.3% potential dilution of the current fully diluted share count if conversion occurs.

The communication recommends voting AGAINST all proposals except the auditor ratification, citing concerns about dilution, stock‑based compensation, board governance, and the convertible financing's economic effect.

Willis Lease Finance executive Clifton Dameron reported a routine tax-related share disposition. On May 15, he returned 612 shares of common stock to the company at $180.03 per share to satisfy withholding tax on previously restricted shares, leaving him with 14,331 shares held directly.

Willis Lease Finance Corporation offers 281,250 shares of Common Stock via an underwriter-led resale to facilitate hedging in a concurrent convertible notes offering. The shares will be borrowed and sold short or purchased by the underwriter, initially priced at $192.00 per share, and the Company will receive no proceeds.

The offering is contingent on a concurrent offering of 2.50% convertible senior notes due 2031 in an aggregate principal amount of $200,000,000 (with a $30,000,000 overallotment option). The notes have an initial conversion rate of 3.7202 shares per $1,000 principal (initial conversion price ≈ $268.80). Completion of each offering is conditioned on completion of the other.

Willis Lease Finance Corporation is offering $200,000,000 aggregate principal amount of 2.50% convertible senior notes due 2031, with an underwriters’ option to purchase up to an additional $30,000,000 for over-allotments. Interest is payable semi‑annually; maturity is May 15, 2031. The initial conversion rate is 3.7202 shares per $1,000 principal (initial conversion price of approximately $268.80 per share), subject to customary adjustments. Concurrently, a separate delta offering by Morgan Stanley will offer up to 281,250 shares at $192.00 per share to facilitate hedging; Willis Lease will receive no proceeds from that offering. Net proceeds to Willis are estimated at approximately $193.1 million (before over-allotment) and are intended to temporarily repay amounts outstanding under the Revolving Credit Facility. As of March 31, 2026, there were 6,820,855 shares of common stock outstanding; the last reported sale price on May 13, 2026 was $211.67 per share.