---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-228878"
form_type: "8-K"
ticker: "WLFC"
cik: "0001018164"
company_name: "WILLIS LEASE FINANCE CORP"
filed_at: "2026-05-18T20:02:53+00:00"
generated_at: "2026-05-18T20:04:01.918028+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Willis Lease Finance issues $200M 2.50% Convertible Senior Notes due 2031

## Summary
- Issued $200M aggregate principal of 2.50% Convertible Senior Notes due May 15, 2031; underwriters have 30-day option for additional $30M.
- Initial conversion rate 3.7202 shares per $1,000 principal, conversion price ~$268.80 per share.
- Interest payable semi-annually on May 15 and Nov 15, beginning Nov 15, 2026.
- Concurrent Delta Placement: 281,250 shares of common stock sold by Morgan Stanley to facilitate hedging; company received no proceeds.
- Notes are senior unsecured obligations; redeemable at company's option on/after May 21, 2029 if stock price exceeds 130% of conversion price.

## SEC filing metadata
- accession: 0001193125-26-228878
- form_type: 8-K
- ticker: WLFC
- cik: 0001018164
- company_name: WILLIS LEASE FINANCE CORP
- filed_at: 2026-05-18T20:02:53+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1018164/000119312526228878/0001193125-26-228878-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1018164/000119312526228878/d135974d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-228878
- JSON: https://secwatch.observer/filing/0001193125-26-228878.json
- Plain text: https://secwatch.observer/filing/0001193125-26-228878.txt

## Key facts
- Debt Financings
  WILLIS LEASE FINANCE CORP incurred convertible notes of $200,000,000 aggregate principal amount at 2.50% per annum maturing May 15, 2031.
  - Instrument: convertible notes
  - Principal: $200,000,000 aggregate principal amount
  - Rate: 2.50% per annum
  - Maturity: May 15, 2031
  - Event: incurrence
  source text: On May 18, 2026, the Company issued $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2031.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000119312526228878/0001193125-26-228878-index.htm
- Material Agreements
  WILLIS LEASE FINANCE CORP entered into Indenture with U.S. Bank Trust Company, National Association valued at $200,000,000 (effective 2026-05-18).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $200,000,000
  - Effective: 2026-05-18
  source text: On May 18, 2026, the Company issued $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2031. The Notes were issued pursuant to, and are governed by, an indenture (the “ Base Indenture ”), dated as of May 18, 2026 between the Company and U.S. Bank Trust Company, National Association, as trustee
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000119312526228878/0001193125-26-228878-index.htm
- Material Agreements
  WILLIS LEASE FINANCE CORP entered into Convertible Notes Underwriting Agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc. valued at $200,000,000 (effective 2026-05-13).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc.
  - Value: $200,000,000
  - Effective: 2026-05-13
  source text: Convertible Notes Underwriting Agreement On May 13, 2026, Willis Lease Finance Corporation (the “ Company ”) entered into an underwriting agreement (the “ Convertible Notes Underwriting Agreement ”) with Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc., in connection with the issuance and sale of $200,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2031
  evidence_url: https://www.sec.gov/Archives/edgar/data/1018164/000119312526228878/0001193125-26-228878-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.