Willis Lease Finance Corp 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WLFC Nasdaq Global
• $337,400,000 — t provides for the issuance and sale of $337,400,000 in aggregate principal amount of Series
• $55,500,000 — d Rate Notes (the "Series A Notes") and $55,500,000 in aggregate principal amount of Series
• $392.9 million — the pricing of the offering by WEST of $392.9 million of fixed rate notes. 104 Cover Page I

Filing Documents

• wlfc-20251211.htm (8-K) — 31KB
• newsreleasedateddecember11.htm (EX-99.1) — 12KB
• image_0.jpg (GRAPHIC) — 13KB
• 0001018164-25-000151.txt ( ) — 178KB
• wlfc-20251211.xsd (EX-101.SCH) — 2KB
• wlfc-20251211_lab.xml (EX-101.LAB) — 21KB
• wlfc-20251211_pre.xml (EX-101.PRE) — 12KB
• wlfc-20251211_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 11, 2025, Willis Lease Finance Corporation (the "Company") and its direct, wholly-owned subsidiary, Willis Engine Structured Trust IX ("WEST"), entered into a note purchase agreement dated December 11, 2025 (the "Note Purchase Agreement") with BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., and as representatives to the several initial purchasers named therein (collectively, the "Initial Purchasers"). The Note Purchase Agreement provides for the issuance and sale of $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes (the "Series A Notes") and $55,500,000 in aggregate principal amount of Series B Fixed Rate Notes (the "Series B Notes" and, together with the Series A Notes, the "Notes") to the Initial Purchasers. The Initial Purchasers are expected to resell the Notes pursuant to Rule 144A and Regulation S of the Securities Act of 1933. The Notes will be secured by, among other things, WEST's direct and indirect ownership interests in a portfolio of 47 aircraft engines and two airframes. The Note Purchase Agreement contains customary representations, warranties, covenants and closing conditions for a transaction of this type. The Note Purchase Agreement also contains provisions pursuant to which the Company and WEST agree to hold harmless and indemnify the Initial Purchasers against damages under certain circumstances, which are customary for a transaction of this type. The issuance and sale of the Notes are part of an offering, which, subject to the satisfaction of a variety of customary conditions precedent, is scheduled to close on December 23, 2025. The Company can give no assurance that the transaction will close on that date or at all.

01. Other Events

Item 8.01. Other Events. On December 11, 2025, the Company issued a news release announcing the pricing of the Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States in compliance with Regulation S under the Securities Act.

01 Exhibits

Item 9.01 Exhibits. Exhibit No. Description 99.1 News Release dated December 11 , 2025, announcing the pricing of the offering by WEST of $392.9 million of fixed rate notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized. Dated: December 11, 2025 WILLIS LEASE FINANCE CORPORATION By: /s/ Scott B. Flaherty Scott B. Flaherty Executive Vice President and Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR