WILLIS LEASE FINANCE CORP — fact timeline

WILLIS LEASE FINANCE CORP shareholders approved Approval of Adjournment of the Annual Meeting at the 2026-05-26 meeting.

“Proposal 5: Approval of Adjournment of the Annual Meeting. The stockholders approved the adjournment of the Annual Meeting if necessary or appropriate in the view of the Board of Directors to permit further solicitation and voting of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 2. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 5,475,476 1,193,635 5,994 339,012”

WILLIS LEASE FINANCE CORP shareholders approved Advisory Vote on the Appointment of Grant Thornton LLP at the 2026-05-26 meeting.

“Proposal 4: Advisory Vote on the Appointment of Grant Thornton LLP. The stockholders cast an advisory vote ratifying the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 6,987,595 23,144 3,378 0”

WILLIS LEASE FINANCE CORP shareholders approved Advisory Vote on Approval of Executive Compensation at the 2026-05-26 meeting.

“Proposal 3: Advisory Vote on Approval of Executive Compensation. The stockholders cast an advisory vote approving the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement dated April 24, 2026. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 3,989,151 2,671,326 14,628 339,012”

WILLIS LEASE FINANCE CORP shareholders approved Election of Class I Director at the 2026-05-26 meeting.

“Proposal 1: Election of Directors. The stockholders elected one Class I Director for a three-year term expiring at the 2029 Annual Meeting of Stockholders. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes Stephen Jones 4,234,457 not applicable 2,440,648 339,012”

WILLIS LEASE FINANCE CORP entered into Indenture with U.S. Bank Trust Company, National Association valued at $200,000,000 (effective 2026-05-18).

“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”

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).

“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”

WILLIS LEASE FINANCE CORP incurred convertible notes of $200,000,000 aggregate principal amount at 2.50% per annum maturing May 15, 2031.

“On May 18, 2026, the Company issued $200,000,000 aggregate principal amount of its 2.50% Convertible Senior Notes due 2031.”

WILLIS LEASE FINANCE CORP reported first quarter ended March 31, 2026 results: revenue $194.3 million, net income $23.7 million, EPS $3.26.

“Coconut Creek, FL — May 5, 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 first quarter ended March 31, 2026. The Company also announced a quarterly dividend of $0.40 per share of common stock outstanding. The dividend is expected to be paid on May 22, 2026 to shareholders of record at the close of business on May 11, 2026. First Quarter 2026 Highlights (All metrics compared to first quarter 2025, except where noted) • Quarterly total revenue of $194.3 million, an increase of 23.2% • Income from operations of $33.8 million, an increase of 41.4% • Quarterly pre-tax income of $36.8 million, an increase of 45.9% • Diluted weighted average income per common share of $3.26, an increase of 47.5% • Record high quarterly lease rent revenue of $77.4 million, an increase of 14.2% • Record high quarterly maintenance services r”

WILLIS LEASE FINANCE CORP terminated Credit Agreement Termination Agreement with Bank of America, as facility agent, the lenders party thereto, Bank of Utah, as administrative agent and Bank of Utah, as the security trustee (effective 2026-03-26).

“On March 26, 2026, Willis Warehouse Facility LLC (the “Borrower”), a wholly owned subsidiary of Willis Lease Finance Corporation (“WLFC” or the “Company”), entered into an agreement (the “Credit Agreement Termination Agreement”) to terminate that certain credit agreement dated as of May 3, 2024, among the Borrower, Bank of America, as facility agent, the lenders party thereto, Bank of Utah, as administrative agent and Bank of Utah, as the security trustee.”

WILLIS LEASE FINANCE CORP amended Amendment No. 3 with Bank of America, N.A., in its capacity as administrative agent valued at $1,750,000,000 (effective 2026-03-27).

“entered into an amendment (the “Amendment No. 3”), to the Company’s existing Credit Agreement, dated as of October 31, 2024”

WILLIS LEASE FINANCE CORP incurred revolving credit of $1,750,000,000 with Bank of America, N.A..

“Amendment No. 3 provides for a new revolving commitment such that the total aggregate amount of the revolving commitments under the Existing Credit Agreement is $1,750,000,000.”

WILLIS LEASE FINANCE CORP reported the year ended December 31, 2025 results: revenue $730.2 million, net income Record net income attributable to common shareholders of $108.1 million.

“2025 Highlights (All metrics compared to 2024, except if noted) • Record high annual total revenue of $730.2 million, an increase of 28.3% • Record high pre-tax income of $160.6 million, an increase of 5.2% • Record high lease rent revenue of $291.6 million, an increase of 22.4% • Record high maintenance reserve revenue of $232.0 million, an increase of 8.4% • Record high spare parts and equipment sales of $95.5 million, an increase of 252.3% • Record high gain on sale of leased equipment of $54.0 million, an increase of 19.9% • Record high net income attributable to common shareholders of $108.1 million, an increase of 3.5% • Adjusted EBITDA of $459.1 million, an increase of 16.6% • Average portfolio utilization increased to 84.9% for 2025, compared to 82.9%”

WILLIS LEASE FINANCE CORP amended Amendment No. 2 to the Credit Agreement with Bank of America, N.A., as administrative agent (effective 2026-02-19).

“On February 19, 2026, Willis Lease Finance Corporation (the “Company”), together with the guarantors party thereto entered into that certain Amendment No. 2 to the Credit Agreement (the “Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”).”

WILLIS LEASE FINANCE CORP entered into Servicing Agreement with Willis Lease Finance Corporation (effective 2025-12-23).

“Servicing Agreement dated as of December 23, 2025 among WEST and Willis, as servicer and administrative agent, providing for the appointment of Willis as the servicer of the assets of WEST and its subsidiaries.”

WILLIS LEASE FINANCE CORP entered into Asset Purchase Agreement with Willis Lease Finance Corporation (effective 2025-12-23).

“Asset Purchase Agreement dated as of December 23, 2025 by and between Willis, as seller, and WEST, as purchaser, providing for, among other things, the sale by Willis to WEST of 47 aircraft engines and two airframes during a specified delivery period, by way of direct sale of the assets or the sale of beneficial ownership interests in trusts that own the assets.”

WILLIS LEASE FINANCE CORP entered into Trust Indenture with U.S. Bank National Association, Bank of America, N.A. valued at $392,900,000 in aggregate principal amount (effective 2025-12-23).

“On December 23, 2025, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary Willis Engine Structured Trust IX (“WEST”), closed its offering of $392,900,000 in aggregate principal amount of fixed rate notes (the “Notes”).”

WILLIS LEASE FINANCE CORP incurred senior notes of $392,900,000 in aggregate principal amount of fixed rate notes at 5.159% and 5.696% maturing final maturity of 25 years.

“On December 23, 2025, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary Willis Engine Structured Trust IX (“WEST”), closed its offering of $392,900,000 in aggregate principal amount of fixed rate notes (the “Notes”).”

WILLIS LEASE FINANCE CORP entered into Note Purchase Agreement with BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc. valued at $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes and $55,500,000 in aggregate (effective 2025-12-11).

“On December 11, 2025, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary, Willis Engine Structured Trust IX (“WEST”), entered into a note purchase agreement dated December 11, 2025 (the “Note Purchase Agreement”) with BofA Securities, Inc., BNP Paribas Securities Corp., Credit Agricole Securities (USA) Inc., Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., and as representatives to the several initial purchasers named therein (collectively, the “Initial Purchasers”). The Note Purchase Agreement provides for the issuance and sale of $337,400,000 in aggregate principal amount of Series A Fixed Rate Notes (the “Series A Notes”) and $55,500,000 in aggregate principal amount of Series B Fixed Rate Notes (the “Series B Notes” and, together with the Series A Notes, the “Notes”) to the Initial Purchasers.”

WILLIS LEASE FINANCE CORP amended credit facility with Bank of America, N.A. maturing May 3, 2030.

“1 to the Secured Credit Agreement (the “Amended Credit Agreement”) by and among the Borrower, the lenders party thereto, Bank of Utah, not in its individual capacity but solely as Security Trustee and Administrative Agent, and Bank of America, N.A., as Facility Agent, dated as of May 3, 2024. The Amended Credit Agreement primarily includes the following changes, among other things, (i) an extension of the availability period of the commitments from May 3, 2026, to May 3, 2027, (ii) an extension of the final repayment date from May 3, 2029 to May 3, 2030, (iii) more favorable asset advance rates available to the Borrower, and (iv) reduced fees charged on undrawn loan commitments.”

WILLIS LEASE FINANCE CORP incurred senior notes of $596,000,000 in aggregate principal amount of fixed rate notes with U.S. Bank National Association at fixed coupon of 5.582% for Series A Notes and 6.070% for Series B Notes maturing expected maturity of approximately six years, final maturity of 25 years.

“On June 18, 2025, Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary Willis Engine Structured Trust VIII (“WEST”), closed its offering of $596,000,000 in aggregate principal amount of fixed rate notes (the “Notes”).”

WILLIS LEASE FINANCE CORP entered into Credit Agreement with a syndicate of banks including Bank of America, N.A. and BNP Paribas valued at $500 million (effective 2024-05-03).

“On May 3, 2024, Willis Warehouse Facility LLC (the “Borrower”), a wholly owned subsidiary of Willis Lease Finance Corporation (“WLFC” or the “Company”), entered into a Secured Credit Agreement by and among the Borrower, the lenders party thereto, Bank of Utah, not in its individual capacity but solely as Security Trustee and Administrative Agent, and Bank of America, N.A., as Facility Agent, dated as of May 3, 2024 (the “Credit Agreement”).”

WILLIS LEASE FINANCE CORP reported financial results for three months ended March 31, 2024.

“Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) today reported record first quarter total revenues of $119.1 million and record quarterly pre-tax income of $29.9 million.”

Robert Keady resigned as director at WILLIS LEASE FINANCE CORP.

“Mr. Barrington will replace Robert Keady, whose resignation was accepted and became effective April 1, 2024.”

Colm Barrington was appointed as independent director at WILLIS LEASE FINANCE CORP.

“appointed Colm Barrington to its Board as an independent director, effective that same date.”

WILLIS LEASE FINANCE CORP reported the year ended December 31, 2023 results: revenue $418.6 million, net income $67.1 million of pre-tax income.

“Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) today reported record annual total revenues of $418.6 million and pre-tax income of $67.1 million.”

Brendan Curran was appointed as Director at WILLIS LEASE FINANCE CORP.

“appointed Brendan Curran to its Board, effective January 1, 2024.”

Hans Joerg Hunziker resigned as Director at WILLIS LEASE FINANCE CORP.

“Hans Joerg Hunziker, whose resignation was accepted and is effective December 31, 2023.”

WILLIS LEASE FINANCE CORP reported the third quarter ended September 30, 2023 results: revenue $105.7 million, EPS $2.13.

“Willis Lease Finance Corporation Reports Third Quarter Pre-tax Income of $20.3 million COCONUT CREEK, FL — November 3, 2023 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported third quarter total revenues of $105.7 million and pre-tax earnings of $20.3 million.”

WILLIS LEASE FINANCE CORP amended Fourth Amended and Restated Credit Agreement with MUFG Bank, Ltd. and MUFG Union Bank, N.A. valued at $500 million extended to June 2025 (effective 2023-10-31).

“On October 31, 2023, Willis Lease Finance Corporation, (“WLFC,” or the “Borrower”) entered into Amendment No. 4 to the Fourth Amended and Restated Credit Agreement dated as of June 7, 2019 among WLFC, the lenders party thereto from time to time and MUFG Bank, Ltd. and MUFG Union Bank, N.A., as agents (as amended, the “Credit Agreement”). Among other things, the amendment extended the maturity date of $500 million of the Credit Agreement to June 2025.”

WILLIS LEASE FINANCE CORP incurred senior notes of $410.0 million aggregate principal amount with U.S. Bank National Association at 8.000% maturing expected maturity of approximately six years, an expected weighted average life (based on certain modeling assumptions) of 4.6 years and a final maturity of 25.

“On October 31, 2023, Willis Lease Finance Corporation (“Willis”) and its direct, wholly-owned subsidiary Willis Engine Structured Trust VII (“WEST”), closed its offering of $410.0 million aggregate principal amount of fixed rate notes (the “Notes”).”

WILLIS LEASE FINANCE CORP entered into Servicing Agreement with Willis, as servicer and administrative agent (effective 2023-10-31).

“Servicing Agreement dated as of October 31, 2023 among WEST and Willis, as servicer and administrative agent, providing for the appointment of Willis as the servicer of the assets of WEST and its subsidiaries.”

WILLIS LEASE FINANCE CORP entered into Security Trust Agreement with U.S. Bank National Association, as security trustee and operating bank (effective 2023-10-31).

“Security Trust Agreement dated as of October 31, 2023 among WEST and USB, as security trustee (the “Security Trustee”) and operating bank (the “Security Trust Agreement”).”

WILLIS LEASE FINANCE CORP entered into Trust Indenture with U.S. Bank National Association, as operating bank and trustee, Willis, as administrative agent, and Bank of America, N.A., as initial liquidity facility provider valued at $410.0 million aggregate principal amount (effective 2023-10-31).

“Trust Indenture dated as of October 31, 2023 among WEST, U.S. Bank National Association (“USB”), as operating bank and trustee, Willis, as administrative agent, and Bank of America, N.A., as initial liquidity facility provider, providing for the issuance by WEST of the Notes (the “Indenture”).”

WILLIS LEASE FINANCE CORP entered into Asset Purchase Agreement with WEST, as purchaser (effective 2023-10-31).

“The Notes are secured by, among other things, WEST’s direct and indirect ownership interests in a portfolio of 51 aircraft engines and four airframes which WEST will acquire from Willis pursuant to an asset purchase agreement. The Notes have a fixed coupon of 8.000%, an expected maturity of approximately six years, an expected weighted average life (based on certain modeling assumptions) of 4.6 years and a final maturity of 25 years.”

WILLIS LEASE FINANCE CORP entered into Note Purchase Agreement (effective 2023-10-19).

“In connection with this transaction, Willis and WEST entered into a number of agreements, in addition to the Note Purchase Agreement previously reported on the Willis current report on Form 8-K filed on October 19, 2023 including those listed below:”

WILLIS LEASE FINANCE CORP entered into Note Purchase Agreement with BofA Securities, Inc., MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc. valued at $410.0 million (effective 2023-10-19).

“Willis Lease Finance Corporation (the “Company”) and its direct, wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST”), entered into a note purchase agreement dated October 19, 2023 (the “Note Purchase Agreement”) with BofA Securities, Inc., MUFG Securities Americas Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc. as representatives to the several initial purchasers named therein (collectively, the “Initial Purchasers”).”

WILLIS LEASE FINANCE CORP amended First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock with Development Bank of Japan Inc. valued at Extended Mandatory Redemption Event date to September 27, 2024; 8.5% quarterly dividend rate commenc (effective 2023-09-26).

“On September 26, 2023, Willis Lease Finance Corporation (the “Company”) entered into the First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock with Development Bank of Japan Inc., which impacts only the holders of the Company’s Series A-1 Preferred Stock.”

WILLIS LEASE FINANCE CORP reported the three months ended June 30, 2023 results: revenue $109.0 million, EPS $2.02 per diluted share.

“Willis Lease Finance Corporation (NASDAQ: WLFC) today reported second quarter total revenues of $109.0 million and pre-tax earnings of $19.0 million.”

WILLIS LEASE FINANCE CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-07-25 meeting.

“Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent auditors for the year 2023. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 5,951,763 3,938 7,561 0”

WILLIS LEASE FINANCE CORP shareholders approved Approval of the Amendment and Restatement of the Company's 2021 Incentive Stock Plan at the 2023-07-25 meeting.

“Proposal 4: Approval of the Amendment and Restatement of the Company’s 2021 Incentive Stock Plan (the “Incentive Plan”). The stockholders approved the amendment and restatement of the Incentive Plan to (i) increase the number of authorized shares issuable thereunder by 1,750,000 shares, and (ii) extend the expiration date of the Incentive Plan by two years. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 3,778,900 1,620,714 7,897 555,751”

WILLIS LEASE FINANCE CORP shareholders approved Advisory Vote on the Frequency of Future Advisory Voting on Executive Compensation at the 2023-07-25 meeting.

“Proposal 3: Advisory Vote on the Frequency of Future Advisory Voting on Executive Compensation. The stockholders approved a frequency of three years for advisory voting on approval of the compensation of the Company’s named executive officers. The voting results were as follows: Number of Votes Cast: 3 Years 2 Years 1 Year Abstain Broker Non- Votes 4,094,654 8,287 1,299,270 5,300 555,751”

WILLIS LEASE FINANCE CORP shareholders approved Advisory Vote on Executive Compensation at the 2023-07-25 meeting.

“Proposal 2: Advisory Vote on Executive Compensation. The stockholders approved, by a non-binding advisory vote, the compensation of the Company’s named executive officers disclosed in the Proxy Statement. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non-Votes 3,790,747 1,606,472 10,292 555,751”

WILLIS LEASE FINANCE CORP shareholders approved Election of Directors at the 2023-07-25 meeting.

“Proposal 1: Election of Directors. The stockholders elected one Class I Director for a three-year term expiring at the 2026 Annual Meeting of Stockholders. The voting results were as follows: Number of Votes Cast: For Against Abstain Broker Non- Votes Rae Ann McKeating 3,884,169 1,521,996 1,346 555,751”

WILLIS LEASE FINANCE CORP reported the three months ended March 31, 2023 results: revenue $89.5 million, EPS $0.55 per diluted share.

“Willis Lease Finance Corporation (NASDAQ: WLFC) today reported first quarter total revenues of $89.5 million and pre-tax earnings of $6.8 million.”

Charles F. Willis, IV changed role as Executive Chairman at WILLIS LEASE FINANCE CORP.

“Charles Willis will continue to serve as the Chairman of the Board and will assume the role of Executive Chairman on April 1, 2022.”

Austin C. Willis was appointed as Chief Executive Officer at WILLIS LEASE FINANCE CORP.

“appointed Austin C. Willis, currently a member of the Board and the Company’s Senior Vice President, Corporate Development, as the Company’s Chief Executive Officer, effective April 1, 2022.”