Business Context and Reporting Period
Company: Willis Lease Finance Corp (WLFC)
Filing Type: Form 8-K (Current Report)
Date of Report: September 16, 2026
Reporting Period: Event date September 16, 2026; Closing expected by end of Q3 2026.
The Company entered into a Series B Preferred Stock Purchase Agreement with the Development Bank of Japan Inc. (DBJ) for a private placement of newly issued preferred stock.
Key Financial Metrics
Transaction Details:
- Shares Issued: 1,750,000 shares of Series B Preferred Stock.
- Purchase Price: $20.00 per share.
- Gross Proceeds: Approximately $35 million (before estimated offering fees and expenses).
- Dividend Rate: 8.09% annual dividend.
- Liquidation Preference: $20.00 per share.
Other Metrics: The filing does not provide current revenue, profit, cash flow, margins, total debt, or liquidity figures. These metrics are not disclosed in this specific 8-K report.
Material Changes
This filing reports a material capital event rather than a change in operating performance versus a prior period. The issuance of 1,750,000 shares of Series B Preferred Stock represents a new liability/equity instrument with a fixed dividend obligation of 8.09%.
Guidance, Outlook, and Risks
Outlook and Closing: The closing of the private placement is expected to occur by the end of the third quarter of 2026, subject to customary closing conditions. Detailed terms will be disclosed in a subsequent Form 8-K under Item 5.03.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks identified include:
- Effects of war, terrorist activity, and pandemics on the airline industry and global economy.
- Changes in oil prices, inflation, and market disruptions.
- Risks associated with owning and leasing jet engines and aircraft.
- Ability to negotiate equipment purchases, sales, and leases, and collect outstanding amounts.
- Changes in interest rates and capital availability.
- Regulatory changes affecting airline operations, maintenance, accounting, and taxes.
Investor Verification Checklist
- Verify the final closing date of the private placement with DBJ.
- Confirm the exact amount of offering fees and expenses to determine net proceeds.
- Review the upcoming Form 8-K (Item 5.03) for the full Certificate of Designations regarding Series B Preferred Stock rights and limitations.
- Assess the impact of the 8.09% dividend obligation on the Company's future cash flow and earnings per share.
- Monitor the Company's ability to meet customary closing conditions.