Common Stock, $0.01 par value per share
- Symbol
- WLFC
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Current Report · Items 3.02, 9.01 · 8-K
Willis Lease Finance Corporation
WLFCNASDAQEQUITYCurrent
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On September 16, 2026, Willis Lease Finance Corporation (the “Company”) entered into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) with the Development Bank of Japan Inc. (“DBJ”).…
Company context
Willis Lease Finance Corporation (WLFC) leases large and regional spare commercial aircraft engines and aircraft to airlines, aircraft engine manufacturers and maintenance, repair and overhaul providers worldwide. These leasing activities are integrated with engine and aircraft trading, engine lease pools and asset management services, as well as various end-of-life solutions for engines and aviation materials provided through Willis Aeronautical Services, Inc. Additionally, through Willis Engine Repair Center®, Jet Centre
Current securities
Registered securities in this filing
Willis Lease Finance Corp · 8-K · Filed 2026-09-22
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On September 16, 2026, Willis Lease Finance Corporation (the “Company”) entered into a Series B Preferred Stock Purchase Agreement (the “Purchase Agreement”) with the Development Bank of Japan Inc. (“DBJ”). Pursuant to the Purchase Agreement, the Company has agreed to issue in a private placement 1,750,000 shares of newly issued Series B Preferred Stock, par value $0.01 per share, at a purchase price of $20.00 per share.
The closing of the private placement is expected to occur by the end of the third quarter 2026, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the private placement are expected to be approximately $35 million, before estimated offering fees and expenses payable by the Company.
The Series B Preferred Stock will pay an 8.09% annual dividend and will have a liquidation preference of $20.00 per share. The Certificate of Designations, Preferences and Certain Rights and Limitations of the Series B Preferred Stock as well as a more detailed summary of the terms of the Series B Preferred Stock will be disclosed in the Company’s Form 8-K under Item 5.03 to be filed following closing of the private placement.
The Series B Preferred Stock will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration in entering into the Purchase Agreement and the Company will rely upon this exemption from registration in issuing such securities based in part on representations made by DBJ in the Purchase Agreement. The Company did not engage in any form of general solicitation or general advertising in connection with the private placement. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor the exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
A copy of the news release is attached hereto as Exhibit 99.1