Form 8-K

8-K — WILLIS LEASE FINANCE CORP

Accession: 0001018164-26-000092

Filed: 2026-11-03

Period: 2026-11-03

CIK: 0001018164

SIC: 5080 (WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wlfc-20261103.htm (Primary)

EX-99.1 (q32026ex991.htm)

EX-99.2 (wlfcq32026earningscallpres.htm)

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8-K

8-K (Primary)

Filename: wlfc-20261103.htm · Sequence: 1

wlfc-20261103

0001018164false11/3/202600010181642026-11-032026-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

______________________________________________________________________

Date of Report (Date of earliest event reported): November 3, 2026

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware 001-15369 68-0070656

(State or Other Jurisdiction

of Incorporation) (Commission File

Number) (I.R.S. Employer

Identification Number)

4700 Lyons Technology Parkway

Coconut Creek, FL 33073

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 349-9989

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of exchange on which registered

Common Stock, $0.01 par value per share WLFC Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On November 3, 2026, Willis Lease Finance Corporation (the “Company”) issued a news release setting forth the Company’s results from operations for the three and nine months ended September 30, 2026 and financial condition as of September 30, 2026. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information and exhibit furnished under this Item 2.02 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements & Exhibits.

Exhibit No. Description

99.1

News Release issued by Willis Lease Finance Corporation dated November 3, 2026.

99.2

Investor Presentation issued by Willis Lease Finance Corporation dated November 3, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 duly authorized officer.

Dated: November 3, 2026

WILLIS LEASE FINANCE CORPORATION

By: /s/ Scott B. Flaherty

Scott B. Flaherty

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: q32026ex991.htm · Sequence: 2

Document

Exhibit 99.1

CONTACT:

Scott B. Flaherty

NEWS RELEASE Executive Vice President & Chief Financial Officer

561.413.0112

Willis Lease Finance Corporation Reports Solid Third Quarter 2026 Financial Results with Record Revenues and Income From Investments

COCONUT CREEK, FL — November 3, 2026 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider of aviation services, today announced its financial results for the third quarter ended September 30, 2026.

Third Quarter 2026 Highlights (All metrics compared to third quarter 2025, except where noted)

•Record quarterly total revenue of $246.3 million, an increase of 34.3%

•Record quarterly lease rent revenue of $84.4 million, an increase of 10.2%

•Quarterly maintenance services revenue of $11.2 million, an increase of 208.5%

•Quarterly management and advisory fees of $4.5 million, an increase of 140.0%

•Record quarterly income from investments of $7.3 million, an increase of 40.8%

“Year to date we have focused on launching Willis Aviation Capital and growing AUM,” said Austin Willis, CEO of Willis Lease Finance Corporation, “as we now refocus on growing the entire Willis platform, inclusive of our balance sheet, we expect profits in our core leasing business to accelerate as we realize economies of scale.”

Third Quarter 2026 Operating Results

Lease rent revenue increased by $7.8 million, or 10.2%, to $84.4 million in the three months ended September 30, 2026 from $76.6 million for the three months ended September 30, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period and a strong lease rate factor.

During the third quarter of 2026, the Company recognized $2.6 million of long-term maintenance revenue, compared to $29.5 million for the quarter ended September 30, 2025, as the maintenance reserves and end-of-lease payments for assets coming off lease with long-term conditions were higher in the prior comparable period. Long-term maintenance revenue is influenced by end-of-lease compensation and the realization of long-term maintenance reserves associated with assets coming off lease. Engines on lease with “non-reimbursable” usage fees generated $36.8 million of short-term maintenance revenues, compared to $46.6 million in the comparable prior period. Short-term maintenance revenues are a proxy for flight time of our portfolio of engines.

Spare parts and equipment sales increased by $92.7 million, to $98.1 million for the three months ended September 30, 2026, compared to $5.4 million for the three months ended September 30, 2025. Spare parts sales were $9.1 million and $5.4 million for the three months ended September 30, 2026 and 2025, respectively, an increase of $3.7 million, or 67.8%, compared to the same period in 2025. The increase in spare parts sales reflects variations in the timing of sales to third-party customers and is not reflective of intra-company sales as the parts business provides used serviceable material across the broader Willis platform. Equipment sales for the three months ended September 30, 2026 were $89.1 million for the sale of five aircraft, two engines, and one airframe. There were no equipment sales for the three months ended September 30, 2025. The increase in equipment sales primarily reflects the sale of five aircraft acquired in connection with the WNG Acquisition to the Company’s joint venture, Willis Mitsui & Company Engine Support Limited (“WMES”), where the Company acted in a warehouse capacity to effect these transactions.

For the quarter ended September 30, 2026, the gain on sale of leased equipment was $5.5 million, reflecting the sale of eight engines and other parts and equipment from the lease portfolio. During the three months ended September 30, 2025, the Company sold 10 engines, one airframe, and other parts and equipment for a net gain of $16.1 million.

The book value of lease assets owned either directly or through WLFC’s joint ventures, inclusive of the Company’s equipment held for operating lease, maintenance rights, notes receivable, and investments in sales-type leases was $4,174.2 million as of September 30, 2026.

The value of our assets under management, inclusive of the book value of WLFC’s on-balance sheet assets as well as leased assets in our joint ventures, third-party managed assets, and managed fund portfolios was $4.9 billion as of September 30, 2026.

NON-GAAP FINANCIAL MEASURES

Adjusted EBITDA

We analyze our financial data to evaluate the health of our business and assess our performance. As appropriate, in addition to income or loss from operations under GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our business. We believe that this non-GAAP financial measure provides meaningful supplemental information regarding our performance as it excludes certain items that may not be indicative of our recurring operating results. We also believe that investors, in addition to management, benefit from referring to this non-GAAP financial measure in assessing our performance, when viewed together with our GAAP results. While items excluded from Adjusted EBITDA may be recurring in nature and should not be disregarded in evaluating performance, it can be useful to exclude such items as they can vary significantly between periods and or not be indicative of current or future operating results.

Because non-GAAP financial measures are not standardized, our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in insolation from, or as a substitute for, financial information performed in accordance with GAAP.

We define Adjusted EBITDA as net income attributable to common shareholders, excluding (i) income tax expense, (ii) interest expense, (iii) preferred stock dividends/costs, (iv) loss on debt extinguishment, (v) depreciation and amortization expense, (vi) stock compensation expense, (vii) write-down of equipment, (viii) acquisition, financing and divestitures related expenses, and (ix) other items not indicative of our ongoing operating performance.

Adjusted EBITDA was approximately $100.9 million and $135.0 million for the three months ended September 30, 2026 and 2025, respectively, and $345.5 million and $354.4 million for the nine months ended September 30, 2026 and 2025, respectively. See below for the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income attributable to common shareholders.

Three months ended September 30, Nine months ended September 30,

2026 2025 2026 2025

(in thousands)

Net income attributable to common shareholders $ 10,228 $ 22,885 $ 62,635 $ 97,316

Add: Income tax expense 7,126 18,893 26,709 41,198

Add: Interest expense 32,243 34,177 94,565 99,840

Add: Preferred stock dividends/costs 1,446 1,439 4,291 4,254

Add: Loss on debt extinguishment 562 2,963 13,010 2,963

Add: Depreciation and amortization expense 31,367 28,662 90,613 81,236

Add: Stock compensation expense 12,262 11,281 38,717 34,939

Add: Write-down of equipment 4,450 10,201 10,509 23,768

Add: Acquisition, financing and divestitures related expenses 1,164 676 5,966 1,504

Add: Other (1) 35 3,826 (1,546) (32,622)

Adjusted EBITDA $ 100,883 $ 135,003 $ 345,469 $ 354,396

________________________________________________________

1.During the three months ended September 30, 2026 and 2025, the Company recognized $11 thousand and $3.8 million, respectively, and $(1.6) million and $10.3 million, respectively, during the nine months ended September 30, 2026 and 2025 in non-recurring project expenses associated with the sustainable aviation fuel

project, which the Company decided to cease further investment in. The negative expense recognized during the nine-month period ended September 30, 2026 reflects government grant proceeds recognized. Additionally, during the three and nine months ended September 30, 2026, the Company recognized $24 thousand in expense associated with reincorporation, and during the nine months ended September 30, 2025, the Company recognized $43.0 million in relation to the gain on sale of the BAML business.

Balance Sheet

As of September 30, 2026, the Company had $3,024.4 million of equipment held in our operating lease portfolio, $128.6 million of notes receivable, and $146.5 million of maintenance rights, which represented 341 engines, 31 aircraft, one marine vessel, and other leased parts and equipment. As of December 31, 2025, the Company had $2,801.7 million of equipment held in our operating lease portfolio, $139.9 million of notes receivable, $30.6 million of maintenance rights, and $16.6 million of investments in sales-type leases, which represented 363 engines, 20 aircraft, one marine vessel and other leased parts and equipment.

Conference Call

WLFC will hold a conference call led by the executive management team today at 10:00 a.m. Eastern Time to discuss its third quarter 2026 results.

To participate in the conference call, please use the following dial-in numbers:

U.S. and Canada: +1 (800) 330-6730

International: +1 (786) 297-8585

Conference ID: 6125236

Participant Passcode: 974110

The conference call may also be accessed by registering via the following link:

https://event.webcasts.com/starthere.jsp?ei=1759374&tp_key=c0ab3b632b

A digital replay will be available two hours after the completion of the conference call. To access the replay, please visit the Investor Relations sections of our website at https://www.wlfc.global/investor-center.

About Willis Lease Finance Corporation

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

by Willis, and Willis Aviation Services Limited, the Company’s service offerings include Part 145 engine maintenance, aircraft line and base maintenance, aircraft disassembly, parking and storage, airport FBO, and ground and cargo handling services.

Forward-Looking Statements

Except for historical information, the matters discussed in this press release contain forward-looking statements that involve risks and uncertainties. Do not unduly rely on forward-looking statements, which give only expectations about the future and are not guarantees. By their nature, forward-looking statements involve a number of inherent risks, uncertainties and assumptions and are subject to change in circumstances that are difficult to predict and many of which are outside of our control. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. Our actual results may differ materially from the results discussed, either expressly or implicitly, in forward-looking statements. Factors that might cause such a difference include, but are not limited to: the effects on the airline industry and the global economy of events such as war, terrorist activity and natural disasters; changes in oil prices, rising inflation and other disruptions to world markets; trends in the airline industry and our ability to capitalize on those trends, including growth rates of markets and other economic factors, as well as the impact of new or increased tariffs; risks associated with owning and leasing jet engines and aircraft; our ability to successfully negotiate equipment purchases, sales and leases, to collect outstanding amounts due and to control costs and expenses; changes in interest rates and availability of capital, both to us and our customers; our ability to continue to meet changing customer demands; regulatory changes affecting airline operations, aircraft maintenance, accounting standards and taxes; the market value of engines and other assets in our portfolio; and risks detailed in the Company’s Annual Report on Form 10-K and other continuing and current reports filed with the Securities and Exchange Commission. It is advisable, however, to consult any further disclosures the Company makes on related subjects in such filings. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

Three months ended September 30, Nine months ended September 30,

2026 2025 % Change 2026 2025 % Change

REVENUE

Lease rent revenue $ 84,379 $ 76,552 10.2 % $ 238,901 $ 216,559 10.3 %

Maintenance reserve revenue 39,326 76,054 (48.3) % 141,294 181,656 (22.2) %

Spare parts and equipment sales 98,131 5,394 1,719.3 % 140,998 53,988 161.2 %

Interest revenue 2,585 3,360 (23.1) % 6,556 10,943 (40.1) %

Gain on sale of leased equipment 5,452 16,134 (66.2) % 55,449 48,153 15.2 %

Gain on sale of financial assets — — nm 592 378 56.6 %

Maintenance services revenue 11,217 3,636 208.5 % 29,969 17,253 73.7 %

Management and advisory fees 4,515 1,881 140.0 % 17,934 6,431 178.9 %

Other revenue 717 378 89.7 % 2,992 1,262 137.1 %

Total revenue 246,322 183,389 34.3 % 634,685 536,623 18.3 %

EXPENSES

Depreciation and amortization expense 31,367 28,662 9.4 % 90,613 81,236 11.5 %

Cost of spare parts and equipment sales 91,070 6,684 1,262.5 % 120,584 50,109 140.6 %

Cost of maintenance services 12,918 5,135 151.6 % 32,128 19,085 68.3 %

Write-down of equipment 4,450 10,201 (56.4) % 10,509 23,768 (55.8) %

General and administrative 48,732 49,190 (0.9) % 160,895 147,339 9.2 %

Technical expense 13,495 8,352 61.6 % 33,130 22,090 50.0 %

Net finance costs:

Interest expense 32,243 34,177 (5.7) % 94,565 99,840 (5.3) %

Loss on debt extinguishment 562 2,963 (81.0) % 13,010 2,963 339.1 %

Total net finance costs 32,805 37,140 (11.7) % 107,575 102,803 4.6 %

Total expenses 234,837 145,364 61.6 % 555,434 446,430 24.4 %

Income from operations 11,485 38,025 (69.8) % 79,251 90,193 (12.1) %

Gain on sale of business — — nm — 42,950 (100.0) %

Income from investments 7,311 5,192 40.8 % 14,532 9,625 51.0 %

Income before income taxes 18,796 43,217 (56.5) % 93,783 142,768 (34.3) %

Income tax expense 7,126 18,893 (62.3) % 26,709 41,198 (35.2) %

Net income 11,670 24,324 (52.0) % 67,074 101,570 (34.0) %

Net income (loss) attributable to noncontrolling interests (4) — nm 148 — nm

Net income attributable to WLFC 11,674 24,324 (52.0) % 66,926 101,570 (34.1) %

Preferred stock dividends 1,376 1,369 0.5 % 4,082 4,045 0.9 %

Accretion of preferred stock issuance costs 70 70 — % 209 209 — %

Net income attributable to common shareholders $ 10,228 $ 22,885 (55.3) % $ 62,635 $ 97,316 (35.6) %

Basic weighted average income per common share $ 0.48 $ 1.12 $ 3.00 $ 4.82

Diluted weighted average income per common share $ 0.47 $ 1.08 $ 2.86 $ 4.63

Basic weighted average common shares outstanding 21,154 20,439 20,875 20,208

Diluted weighted average common shares outstanding 21,941 21,093 21,904 21,021

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except per share data)

September 30, 2026 December 31, 2025

ASSETS

Cash and cash equivalents $ 11,061 $ 16,441

Restricted cash 122,610 530,500

Equipment held for operating lease, less accumulated depreciation 3,024,361 2,801,683

Maintenance rights 146,479 30,632

Equipment held for sale 151,282 20,509

Receivables, net 45,739 35,717

Spare parts inventory 52,082 56,577

Investments 167,361 104,250

Property, equipment & furnishings, less accumulated depreciation 77,026 73,835

Intangible assets, net 6,292 271

Notes receivable, net 128,595 139,945

Investments in sales-type leases, net — 16,595

Due from affiliates 3,152 —

Other assets 116,323 109,360

Total assets $ 4,052,363 $ 3,936,315

LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY

Liabilities:

Accounts payable and accrued expenses $ 145,874 $ 105,706

Deferred income taxes 290,061 228,547

Debt obligations 2,524,677 2,700,338

Maintenance reserves 201,671 116,185

Security deposits 28,951 24,651

Unearned revenue 29,966 35,350

Due to affiliates 607 —

Total liabilities 3,221,807 3,210,777

Redeemable preferred stock ($0.01 par value) 97,992 63,401

Shareholders’ equity:

Common stock ($0.01 par value) 228 229

Paid-in capital in excess of par 83,517 72,510

Retained earnings 644,228 590,785

Accumulated other comprehensive income (loss), net of tax 1,518 (1,387)

Total Willis Lease Finance Corporation shareholders’ equity 729,491 662,137

Noncontrolling interests 3,073 —

Total equity 732,564 662,137

Total liabilities, redeemable preferred stock and equity $ 4,052,363 $ 3,936,315

EX-99.2

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+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration