Willis Lease Finance Corporation filings document the financial reporting, financing arrangements, governance, and material events of an aircraft engine lessor and aviation services provider. Recent Form 8-K reports cover operating results, Regulation FD communications, quarterly dividends, amendments to revolving credit agreements, and obligations related to credit facilities.
The company’s proxy materials disclose board matters, executive compensation, equity awards, pay-versus-performance information, and shareholder voting items. Its filing record also reflects the capital structure and risk areas tied to leasing commercial aircraft engines and aircraft, spare parts activity, maintenance services, asset management, and related aviation operations.
Willis Lease Finance Corp EVP and CFO Scott B. Flaherty acquired additional company stock through an employee plan. On 01/30/2026, he obtained 194 shares of Willis Lease Finance Corp common stock at a price of $87.21 per share under the Company's Employee Stock Purchase Plan, bringing his directly held stake to 94,188 shares.
A shareholder has filed a notice of proposed sale of 3,400 common shares under Rule 144. The shares are to be sold through Merrill Lynch on 02/02/2026 on the NASD market, with an aggregate market value listed as 617134 and total shares outstanding shown as 6814154.
The 3,400 shares were acquired from the issuer on 04/01/2025 as compensation, with payment described as cash. Over the past three months, the same seller, Austin Willis, has reported several sales of common shares, including 7900 shares on 11/03/2025 for gross proceeds of 1014044, 1367 shares on 12/01/2025 for 164670, 6533 shares on 12/02/2025 for 786090, and 3400 shares on 01/02/2026 for 453088.
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 Corp senior vice president, general counsel and corporate secretary reported equity awards and related share movements dated 01/02/2026. The officer acquired 4,474 shares of common stock at $134.12 as a restricted stock grant that vests over three years, and 320 shares were withheld and returned to the company at $134.12 to cover taxes. After these transactions, the officer beneficially owned 12,336 common shares directly. The filing also reports a grant of 6,710 performance-based restricted stock awards (PSAs), each representing a contingent right to one common share, subject to three-year performance and time-based vesting tied to return on equity and the value of specified businesses and portfolios. This amendment updates the price shown for the derivative award to $134.12 without changing any other previously reported information.
Willis Lease Finance Corp president reports routine share withholding for taxes. On 01/02/2026, Brian Richard Hole had 706 shares of common stock withheld at a price of $134.12 per share to cover withholding tax on previously restricted shares returned to the issuer. After this transaction, he directly owned 88,934 shares of Willis Lease Finance Corp common stock. The transaction is coded "F," indicating a tax-related withholding rather than an open-market sale.
Willis Lease Finance Corp director, chief executive officer, and 10% owner Austin C. Willis reported gifting shares of company stock. On 12/05/2025 he made gifts of 795 shares of common stock to the Austin C. Willis 2019 Irrevocable Trust and 795 shares to the American Fund for LSE, each at a reported price of $0 per share.
After these transactions, he directly held 177,673 shares of Willis Lease Finance common stock. He also reported indirect beneficial ownership through several family-related entities, including 3,449 shares in the 2019 Irrevocable Trust, 232,715 shares in the 2019 Willis Family Trust, and 405,488 shares through CFW Partners, along with additional holdings for his children, brother, and other family trusts.
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 reported an insider share sale by its executive chairman. Charles F. Willis IV, who is a director, officer (Executive Chairman) and 10% owner, disposed of 30,000 shares of common stock on December 4, 2025 in a transaction where the shares were repurchased by Willis Lease Finance Corporation at a volume-weighted average price of $126.28 per share, discounted by 2%. Following the transaction, he beneficially owns 927,046 common shares directly, plus additional indirect holdings through his spouse, CFW Partners and a family trust.