Business context and reporting period
Willis Lease Finance Corporation filed this Form 8-K to report amendments to its preferred-stock designations and the closing of a private placement with Development Bank of Japan Inc. (DBJ). The report is dated September 24, 2026; it describes transactions and filings occurring through September 30, 2026.
Key financial and capital metrics
- Series B issuance: The Company sold 1,750,000 shares to DBJ for $20 per share, representing $35 million in gross proceeds before any expenses.
- Series B terms: The stock carries an 8.09% annual dividend and initially had a $20-per-share liquidation preference. Following a three-for-one forward split, the issued and authorized share count increased to 5,250,000 and the preference became one-third of $20 per share. The split changes per-share amounts, not the aggregate preference.
- Series A split: Issued and authorized shares increased from 3,250,000 to 9,750,000, while the liquidation preference fell from $20 to one-third of $20 per share. The filing says Series A’s dividend rate and other economic terms remain unchanged.
- Other financial measures: The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity figures.
Material changes and terms
- The Series B shares rank senior to common stock and generally rank pari passu with Series A or other preferred stock only where the specified holder approvals are obtained.
- DBJ, the sole holder of both preferred series, consented to the relevant amendments. Series B is not convertible or exchangeable and generally has no voting rights.
- Holders representing the required majority may demand cash redemption of all or part of Series B at its liquidation preference plus accrued and unpaid dividends, on 90 days’ notice delivered on September 29, 2031, or upon specified events. These include a change of control, insolvency, certain mergers, a substantial asset sale, or operating or ordinary losses for two consecutive fiscal years.
- If dividends are in arrears for six or more dividend periods, preferred holders may obtain rights to elect two additional directors, subject to the designation’s conditions.
- The Company also filed a correction nullifying a September 16, 2024 Series A designation filing; the September 17, 2024 filing remains operative.
Outlook, risks, and unusual items
The filing provides no business outlook or operating guidance. The preferred-stock terms create dividend, redemption, and governance considerations; in particular, specified events can trigger a redemption right, and sustained dividend arrears can lead to preferred-holder board-election rights. The filing does not state whether any triggering event has occurred.
Important facts for investors to verify
- Confirm the final operative designation documents and effective dates, including the September 30, 2026 split amendments.
- Verify the actual net proceeds after transaction expenses and the Company’s intended use of proceeds; neither is specified here.
- Review the complete redemption triggers, notice requirements, dividend provisions, and approval thresholds in the filed exhibits.
- Assess the preferred securities alongside the Company’s financial statements, since this filing does not provide operating results, debt, or liquidity data.