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 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.
Willis Lease Finance Corporation has filed a preliminary prospectus supplement for an offering of shares of its Common Stock by Morgan Stanley to facilitate hedging by certain Convertible Arbitrage Investors participating in a concurrent offering of convertible senior notes due 2031. The company will receive no proceeds and no new shares will be issued in this transaction. The Concurrent Notes Offering contemplates $175,000,000 aggregate principal amount of notes, with an additional $25,000,000 option to cover over-allotments. Completion of the stock offering and the Concurrent Notes Offering are contingent on one another. The prospectus discloses that hedging and short-sale activity related to the Notes could place downward pressure on the trading price of Common Stock and that any conversions of the Notes could dilute existing shareholders.
Willis Lease Finance Corporation is offering $175,000,000 aggregate principal amount of % convertible senior notes due May 15, 2031, with an underwriter option for up to an additional $25,000,000 to cover over-allotments. The notes bear semi-annual cash interest and are convertible into shares of common stock at an initial conversion rate that implies an initial conversion price (figures in the supplement). The offering is being completed concurrently with a separate delta offering of common stock to facilitate hedging by convertible arbitrage investors; no proceeds from that concurrent delta offering will be received by the Company. The Company intends to use net proceeds to temporarily repay borrowings under its Revolving Credit Facility pending deployment for general corporate purposes. Key disclosed context: $2,760.5 million of equipment in the operating lease portfolio as of March 31, 2026, 6,820,855 shares of common stock outstanding as of March 31, 2026, and a last reported common share sale price of $214.50 on May 12, 2026.
WLFC received an exempt solicitation from Four Tree Island Advisory LLC urging WLFC stockholders to vote against all proposals in the company proxy for the 2026 Annual Meeting, except ratification of Grant Thornton LLP. The group highlights $52.1 million in 2025 compensation for Executive Chairman Charles Willis and calls for shareholder engagement prior to the May 26, 2026 meeting. Voting deadline guidance is provided (votes due by 11:59pm ET on May 25, 2026), and Four Tree Island reiterates it is not soliciting proxies or accepting proxy cards.
Willis Lease Finance Corp’s Chief Executive Officer and 10% owner Austin Chandler Willis reported selling 3,400 shares of common stock on May 1, 2026 in four open-market transactions at prices around $191–$194 per share.
The sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on June 3, 2025, indicating they were scheduled in advance. The filing also updates indirect holdings in entities such as CFW Partners, the 2019 Willis Family Trust and several family trusts and family members, showing substantial continuing ownership across these accounts.
Willis Lease Finance Corporation reported strong first‑quarter 2026 growth, with total revenue rising to $194.3 million from $157.7 million a year earlier. Net income increased to $25.1 million from $16.9 million, and net income attributable to common shareholders was $23.7 million, lifting diluted EPS to $3.26 from $2.21.
Growth was driven by higher lease rent revenue, larger gains on sale of leased equipment, expanding maintenance services, and sharply higher management and advisory fees, including contributions from a new Liberty Mutual investment fund partnership. Adjusted EBITDA rose to $123.8 million from $103.3 million.
The company ended March 31, 2026 with total assets of $3.51 billion, including $2.76 billion of equipment held for operating lease and $65.6 million of notes receivable, and had $2.25 billion of debt obligations outstanding. Willis Lease reduced its notes receivable and sales‑type lease exposure through asset sales to affiliated funds while expanding joint venture and fund structures to support future engine financing and leasing activity.