WLFC / Willis Lease Finance Corporation - SEC申報文件，年度報告，委任書

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

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): May 26, 2026 Willis Lease Finance

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): May 26, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Willis Lease Finance Corporation Dated as of May 18, 2026 U.S. Bank Trust Company, National Association as Trustee

EX-4.1 Exhibit 4.1 Willis Lease Finance Corporation INDENTURE Dated as of May 18, 2026 U.S. Bank Trust Company, National Association as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE

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): May 18, 2026 Willis Lease Finance

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): May 18, 2026 Willis Lease Finance Corporation (Exact name of registrant as specified in its charter) Delaware 001-15369 68-0070656 (State or other jurisdiction (Commission (IRS Employ

UNDERWRITING AGREEMENT WILLIS LEASE FINANCE CORPORATION $200,000,000 2.50% Convertible Senior Notes Due 2031 May 13, 2026

EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT WILLIS LEASE FINANCE CORPORATION $200,000,000 2.50% Convertible Senior Notes Due 2031 May 13, 2026 May 13, 2026 Morgan Stanley & Co. LLC BofA Securities, Inc. Deutsche Bank Securities Inc. as Representatives of the several Underwriters listed in Schedule I hereto c/o Morgan Stanley & Co. LLC   1585 Broadway   New York, New York 10036 c/o BofA Securities, I

AMENDMENT NO. 4 CREDIT AGREEMENT Dated as of May 13, 2026

EX-10.1 Exhibit 10.1 AMENDMENT NO. 4 to CREDIT AGREEMENT Dated as of May 13, 2026 This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Fourth Amendment”), is entered into as of May 13, 2026, by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (“Borrower”), the GUARANTORS party hereto, the LENDERS party hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent for the L

WILLIS LEASE FINANCE CORPORATION U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 18, 2026 2.50% Convertible Senior Notes due 2031

EX-4.2 Exhibit 4.2 WILLIS LEASE FINANCE CORPORATION and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 18, 2026 2.50% Convertible Senior Notes due 2031 CROSS REFERENCE TABLE Trust Indenture Act Section Indenture Section 310(a)(1) 10.09 (a)(2) 10.09 (a)(3) N/A (a)(4) N/A (a)(5) N/A (b) 10.03, 10.09 311(a) N/A (b) N/A (c) N/A 312(a) 2.08 (b) N/A

UNDERWRITING AGREEMENT 281,250 Shares Willis Lease Finance Corporation Common Stock ($0.01 par value per share)

EX-1.2 Exhibit 1.2 UNDERWRITING AGREEMENT 281,250 Shares Willis Lease Finance Corporation Common Stock ($0.01 par value per share) May 13, 2026 May 13, 2026 Morgan Stanley & Co. LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Willis Lease Finance Corporation, a Delaware corporation (the “Company”), is entering into this underwriting agreement (the “Agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

281,250 Shares Willis Lease Finance Corporation Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286998 PROSPECTUS SUPPLEMENT (To Prospectus dated May 15, 2025) 281,250 Shares Willis Lease Finance Corporation Common Stock This prospectus supplement relates to the offer and short sale of 281,250 shares of our Common Stock, par value $0.01 per share (“Common Stock”), by Morgan Stanley & Co. LLC (the “Underwriter”), on

WILLIS LEASE FINANCE CORPORATION 2.50% Convertible Senior Notes due 2031

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286998 Prospectus Supplement (To Prospectus dated May 15, 2025) WILLIS LEASE FINANCE CORPORATION $200,000,000 2.50% Convertible Senior Notes due 2031 We are offering $200,000,000 aggregate principal amount of our 2.50% convertible senior notes due 2031 (the “notes”). In addition, we have granted the underwriters an optio

Willis Lease Finance Corporation Prices Upsized Convertible Senior Notes Offering and Borrowed Common Stock Offering to Facilitate Hedging Transactions

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

PRICING TERM SHEET May 13, 2026 Willis Lease Finance Corporation Offerings of 281,250 Shares of Common Stock $200,000,000 2.50% Convertible Senior Notes due 2031

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

Willis Lease Finance Corporation Announces Proposed Convertible Senior Notes Offering and Borrowed Common Stock Offering to Facilitate Hedging Transactions

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No.

Subject to Completion, dated May 13, 2026

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286998 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdicti

SUBJECT TO COMPLETION, DATED MAY 13, 2026

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-286998 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell, nor a solicitation of an offer to buy, the notes in any jurisdiction where the offer or sale is not permitted. SUBJECT TO CO

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. [*

a103-wlfcaeamendmentno3t Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORP

Q1 2026 EARNINGS CALL Date May 5, 2026 Time 10:00 AM EST Presenters Austin C. Willis Scott B. Flaherty 2 DISCLAIMER Forward Looking Statements This presentation contains certain forward-looking statements within the meaning of the federal securities

wlfcq12026earningscall5- Q1 2026 EARNINGS CALL Date May 5, 2026 Time 10:00 AM EST Presenters Austin C.

Execution Version #4911-8462-5805v1 AMENDMENT NO. 2 to CREDIT AGREEMENT Dated as of February 19, 2026 This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), is entered into as of February 19, 2026, by and among WILLIS LEASE FINANCE CORPORATION,

a101-wlfcamendmentno2toc Execution Version #4911-8462-5805v1 AMENDMENT NO. 2 to CREDIT AGREEMENT Dated as of February 19, 2026 This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), is entered into as of February 19, 2026, by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (“Borrower”), the GUARANTORS party hereto, BANK OF AMERICA, N.A., in its capacity as administrative a

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): May 5, 2026 Willis Lease Finance

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): May 5, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissio

Record Quarterly Lease Rent Revenue Reported in Willis Lease Finance Corporation’s First Quarter 2026 Financial Results Declares Second Quarter 2026 Dividend of $0.40 Per Share

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer 561.413.0112 Record Quarterly Lease Rent Revenue Reported in Willis Lease Finance Corporation’s First Quarter 2026 Financial Results Declares Second Quarter 2026 Dividend of $0.40 Per Share COCONUT CREEK, FL — May 5, 2026 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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): April 22, 2026 Willis Lease Finan

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): April 22, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Willis Lease Finance Corporation Announces Timing of First Quarter 2026 Financial Results and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of First Quarter 2026 Financial Results and Conference Call COCONUT CREEK, FL, — April 22, 2026 — Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company”), the leading lessor of commercial aircraft engines and glo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

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): March 26, 2026 Willis Lease Finan

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): March 26, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

a1088-westixtrustindentu Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

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): March 27, 2026 Willis Lease Finan

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): March 27, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

AMENDMENTTOTHEEMPLOYMENTAGREEMENT This Amendment to the Employment Agreement ("Amendment") is entered into on this 1st day of September 2025 by Willis Lease Finance Corporation, a Delaware corporation (the "Employer"), and Z. Clifton Dameron IV ("Emp

a1082-clifdameronemplyme AMENDMENTTOTHEEMPLOYMENTAGREEMENT This Amendment to the Employment Agreement ("Amendment") is entered into on this 1st day of September 2025 by Willis Lease Finance Corporation, a Delaware corporation (the "Employer"), and Z.

WILLIS LEASE FINANCE CORPORATION Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Plan AGREEMENT (this "Agreement"), dated as of November 10, 2025, between Willis Lease Finance Corporation, a

a1084-charliewillisstock WILLIS LEASE FINANCE CORPORATION Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Plan AGREEMENT (this "Agreement"), dated as of November 10, 2025, between Willis Lease Finance Corporation, a Delaware corporation (the "Company" and, collectively with its Affiliates, the "Employer"), and Charles F.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

a1091-westixadministrati Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

a1092-westixrevolvingcre Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

Willis Lease Finance Corporation Amends Revolving Credit Facility

NEWS RELEASE CONTACT: Scott B. Flaherty EVP & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Amends Revolving Credit Facility COCONUT CREEK, FL, March 30, 2026 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and a global provider of aviation services, today announced that

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 3rd day of July 2024, by and between Willis Lease Finance Corporation, a Delaware corporation ("Employer"), and Z. Clifton Dameron IV ("Employee"). R

a1074-clifdameronemplyme EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 3rd day of July 2024, by and between Willis Lease Finance Corporation, a Delaware corporation ("Employer"), and Z.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

a1089-westixsecuritytrus Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

a1087-westixassetpurchas Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries

Exhibit 21.1 WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries Subsidiary State or Jurisdiction of Incorporation Coconut Creek Aviation Assets LLC Delaware Facility Engine Acquisition LLC Delaware WEST Engine Acquisition LLC Delaware WEST Engine Funding LLC Delaware WEST III Engines (Ireland) Limited Rep. of Ireland WEST III France France WEST IV Engines (Ireland) Limited Rep.

WILLIS LEASE FINANCE CORPORATION COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 2, 2023)

Exhibit 97.1 WILLIS LEASE FINANCE CORPORATION COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 2, 2023) 1.Purpose Willis Lease Finance Corporation (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of

WILLIS LEASE FINANCE CORPORATION INSIDER TRADING POLICY

Exhibit 19.1 WILLIS LEASE FINANCE CORPORATION INSIDER TRADING POLICY The following is the insider trading policy of Willis Lease Finance Corporation (the “Company”) and outlines the procedures that all Company personnel must follow. This policy and procedure arises from our responsibilities as a public company. Failure to comply with these procedures could result in a serious violation of the secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORPO

Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this Agreement ) is made and entered into as of the 8th day of October 2025 Effective Date , by and between Willis Lease Finance Corporation, a Delaware corporation ( Employer or WLFC

a1083-brianholeemploymen Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this Agreement ) is made and entered into as of the 8th day of October 2025 Effective Date , by and between Willis Lease Finance Corporation, a Delaware corporation ( Employer or WLFC ), and Brian R.

Execution Version #4921-6258-4185v3 SERVICING AGREEMENT dated as of December 23, 2025 among WILLIS ENGINE STRUCTURED TRUST IX, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER ii #4921-6258-4185v3

a1090-westixservicingagr Execution Version #4921-6258-4185v3 SERVICING AGREEMENT dated as of December 23, 2025 among WILLIS ENGINE STRUCTURED TRUST IX, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER ii #4921-6258-4185v3 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .

Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this Agreement ) is made and entered into as of the 8th day of October 2025 Effective Date , by and between Willis Lease Finance Corporation, a Delaware corporation ( Employer or WLFC

bhea Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this Agreement ) is made and entered into as of the 8th day of October 2025 Effective Date , by and between Willis Lease Finance Corporation, a Delaware corporation ( Employer or WLFC ), and Brian R.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

w9revolving Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

Execution Version #4921-6258-4185v3 SERVICING AGREEMENT dated as of December 23, 2025 among WILLIS ENGINE STRUCTURED TRUST IX, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER ii #4921-6258-4185v3

w9servicing Execution Version #4921-6258-4185v3 SERVICING AGREEMENT dated as of December 23, 2025 among WILLIS ENGINE STRUCTURED TRUST IX, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER ii #4921-6258-4185v3 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .

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): March 10, 2026 Willis Lease Finan

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): March 10, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

w9admin Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

w9security Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

w9trust Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

WILLIS LEASE FINANCE CORPORATION COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 2, 2023)

Exhibit 97.1 WILLIS LEASE FINANCE CORPORATION COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 2, 2023) 1.Purpose Willis Lease Finance Corporation (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of

Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. Ex

w9assetpurch Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks.

WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries

Exhibit 21.1 WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries Subsidiary State or Jurisdiction of Incorporation Coconut Creek Aviation Assets LLC Delaware Facility Engine Acquisition LLC Delaware WEST Engine Acquisition LLC Delaware WEST Engine Funding LLC Delaware WEST III Engines (Ireland) Limited Rep. of Ireland WEST III France France WEST IV Engines (Ireland) Limited Rep.

AMENDMENTTOTHEEMPLOYMENTAGREEMENT This Amendment to the Employment Agreement ("Amendment") is entered into on this 1st day of September 2025 by Willis Lease Finance Corporation, a Delaware corporation (the "Employer"), and Z. Clifton Dameron IV ("Emp

cdea-amendment AMENDMENTTOTHEEMPLOYMENTAGREEMENT This Amendment to the Employment Agreement ("Amendment") is entered into on this 1st day of September 2025 by Willis Lease Finance Corporation, a Delaware corporation (the "Employer"), and Z.

WILLIS LEASE FINANCE CORPORATION INSIDER TRADING POLICY

Exhibit 19.1 WILLIS LEASE FINANCE CORPORATION INSIDER TRADING POLICY The following is the insider trading policy of Willis Lease Finance Corporation (the “Company”) and outlines the procedures that all Company personnel must follow. This policy and procedure arises from our responsibilities as a public company. Failure to comply with these procedures could result in a serious violation of the secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORPORATION (Exact name

Q4 and Full- Year 2025 Earnings Call Presentation This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities. This presentation has been prepared solely for information

draftwlfcq4fy2025earning Q4 and Full- Year 2025 Earnings Call Presentation This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities.

Willis Lease Finance Corporation Reports Record 2025 Financial Results Delivers Record Pre-Tax Income of $160.6 Million and Record Revenue of $730.2 Million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer 561.413.0112 Willis Lease Finance Corporation Reports Record 2025 Financial Results Delivers Record Pre-Tax Income of $160.6 Million and Record Revenue of $730.2 Million COCONUT CREEK, FL — March 10, 2026 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading le

WILLIS LEASE FINANCE CORPORATION Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Plan AGREEMENT (this "Agreement"), dated as of November 10, 2025, between Willis Lease Finance Corporation, a

cwoption WILLIS LEASE FINANCE CORPORATION Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Plan AGREEMENT (this "Agreement"), dated as of November 10, 2025, between Willis Lease Finance Corporation, a Delaware corporation (the "Company" and, collectively with its Affiliates, the "Employer"), and Charles F.

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 3rd day of July 2024, by and between Willis Lease Finance Corporation, a Delaware corporation ("Employer"), and Z. Clifton Dameron IV ("Employee"). R

cdea EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 3rd day of July 2024, by and between Willis Lease Finance Corporation, a Delaware corporation ("Employer"), and Z.

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): February 19, 2026 Willis Lease Fi

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): February 19, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

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): February 10, 2026 Willis Lease Fi

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): February 10, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Willis Lease Finance Corporation Announces Timing of Fourth Quarter and Full Year 2025 Earnings and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of Fourth Quarter and Full Year 2025 Earnings and Conference Call COCONUT CREEK, FL — February 10, 2026 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) plans to announce its financial results for the fourth qu

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): February 9, 2026 Willis Lease Fin

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): February 9, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Willis Lease Finance Corporation Partners with CFM International on Program to Extend Operational Life of CFM56 Engines

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications (415) 328-4798 lkohler@willislease.

Willis Lease Finance Corporation Declares Next Quarterly Dividend for Shareholders

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications (415) 328-4798 lkohler@willislease.

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): January 16, 2026 Willis Lease Fin

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): January 16, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

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): January 9, 2026 Willis Lease Fina

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): January 9, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commi

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): January 5, 2026 Willis Lease Fina

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): January 5, 2026 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commi

Willis Lease Finance Corporation Announces Aircraft Engine Leasing Partnership with Blackstone Credit & Insurance

NEWS RELEASE CONTACTS: Willis Lease Finance Corporation Blackstone Credit & Insurance Lynn Mailliard Kohler David Vitek lkoher@willislease.

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): December 23, 2025 Willis Lease Fi

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): December 23, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Willis Lease Finance Corporation Announces Closing of $392,900,000 in Fixed Rate Notes

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Closing of $392,900,000 in Fixed Rate Notes COCONUT CREEK, FL, December 23, 2025 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider

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): December 18, 2025 Willis Lease Fi

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): December 18, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Willis Lease Finance Corporation Announces Partnership with Liberty Mutual Investments

Exhibit 99.1 NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications 415.328.4798 Willis Lease Finance Corporation Announces Partnership with Liberty Mutual Investments COCONUT CREEK, Fla. December 18, 2025 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”), the leading lessor of commercial aircraft engines and a global provider of aviation services, today ann

Willis Lease Finance Corporation Announces Pricing of $392.9 Million in Fixed Rate Notes

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Pricing of $392.9 Million in Fixed Rate Notes COCONUT CREEK, FL, December 11, 2025 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provid

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): December 11, 2025 Willis Lease Fi

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): December 11, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Willis Lease Announces Offering of $392.9 Million in Fixed Rate Notes

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Announces Offering of $392.9 Million in Fixed Rate Notes COCONUT CREEK, FL, December 10, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), a leading lessor of commercial jet engines, announced today that its wholly-owned subs

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): December 10, 2025 Willis Lease Fi

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): December 10, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is as of December 5, 2025 (the “Amendment Effective Date”), by and among Willis Lease Finance Corp

wlfc-secondamendmenttoem SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is as of December 5, 2025 (the “Amendment Effective Date”), by and among Willis Lease Finance Corporation, a Delaware corporation (the “Employer”), and Charles F.

EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered on December 5, 2025 (the “Effective Date”), by and between Willis Lease Finance Corporation, a Delaware corporation (“Employer”), and Austin Wi

wlfc-aw2025employmentagr EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered on December 5, 2025 (the “Effective Date”), by and between Willis Lease Finance Corporation, a Delaware corporation (“Employer”), and Austin Willis (“Employee”).

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): December 4, 2025 Willis Lease Fin

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): December 4, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

WILLIS LEASE FINANCE CORPORATION Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Plan AGREEMENT (this “Agreement”), dated as of November 10, 2025, between Willis Lease Finance Corporation, a

wlfc-stockoptionagreemen WILLIS LEASE FINANCE CORPORATION Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Plan AGREEMENT (this “Agreement”), dated as of November 10, 2025, between Willis Lease Finance Corporation, a Delaware corporation (the “Company” and, collectively with its Affiliates, the “Employer”), and Charles F.

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 10, 2025 Willis Lease Fi

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 10, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

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 4, 2025 Willis Lease Fin

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 4, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE

Execution Version #4927-9882-8349v2 AMENDMENT NO. 1 THIS AMENDMENT NO. 1, dated as of July 22, 2025 (this “Amendment”) is among WILLIS WAREHOUSE FACILITY LLC, a limited liability company organized in Delaware (the “Borrower”), BANK OF UTAH, not in it

williswarehouse-amendmen Execution Version #4927-9882-8349v2 AMENDMENT NO. 1 THIS AMENDMENT NO. 1, dated as of July 22, 2025 (this “Amendment”) is among WILLIS WAREHOUSE FACILITY LLC, a limited liability company organized in Delaware (the “Borrower”), BANK OF UTAH, not in its individual capacity, but solely as security trustee (together with its successors, the “Security Trustee”), BANK OF UTAH, n

Willis Lease Finance Corporation Reports Third Quarter 2025 Financial Results Delivers Quarterly Pre-Tax Income of $43.2 Million and Quarterly Revenue of $183.4 Million Declares Fourth Quarter 2025 Dividend of $0.40 Per Share

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer 561.413.0112 Willis Lease Finance Corporation Reports Third Quarter 2025 Financial Results Delivers Quarterly Pre-Tax Income of $43.2 Million and Quarterly Revenue of $183.4 Million Declares Fourth Quarter 2025 Dividend of $0.40 Per Share COCONUT CREEK, FL — November 4, 2025 — Willis Lease Finan

Willis Lease Finance Corporation Announces New Revolving Credit Facility for Joint Venture, Willis Mitsui & Co. Engine Support Limited

Exhibit 99.1 NEWS RELEASE CONTACT: Scott B. Flaherty EVP & Chief Financial Officer 561.413.0112 Willis Lease Finance Corporation Announces New Revolving Credit Facility for Joint Venture, Willis Mitsui & Co. Engine Support Limited COCONUT CREEK, Fla. November 3, 2025 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and a

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): October 31, 2025 Willis Lease Fin

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): October 31, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Willis Lease Finance Corporation Announces Timing of Third Quarter 2025 Financial Results and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of Third Quarter 2025 Financial Results and Conference Call COCONUT CREEK, Fla., — October 20, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company”), the leading lessor of commercial aircraft engines and

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): October 20, 2025 Willis Lease Fin

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): October 20, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

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): October 8, 2025 Willis Lease Fina

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): October 8, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commi

144

144 0001453104 XXXXXXXX LIVE 0001018164 Willis Lease Finance Corp 001-15369 4700 Lyons Technology Parkway Coconut Creek FL 33073 561-349-9989 Austin Willis CEO Common Shares Merrill Lynch 3507 Kyoto Gardens Drive Palm Beach Gardens FL 33410 7900 1078034 6809636 10/01/2025 NASD Common Shares 04/01/2024 Compensation Issuer N 3400 04/01/2024 Cash Common Shares 03/03/2003 Compensation Issuer N 1777 03

144

144 0001453104 XXXXXXXX LIVE 0001018164 Willis Lease Finance Corporation 001-15369 4700 Lyons Technology Parkway Coconut Creek FL 33073 561-349-9989 Willis Austin Chandler Officer Common Shares Merrill Lynch 3507 Kyoto Gardens Drive Palm Beach Gardens FL 33410 7900 1145895.

Revolving Credit Agreement, dated as of June 18, 2025, among Willis Engine Structured Trust VIII, as Borrower, the Registrant, as Administrative Agent, and MUFG Bank, Ltd., as Initial Liquidity Facility Provider.

a107-westviiixrevolvingc [*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Administrative Agency Agreement, dated as of June 18, 2025, among, inter alia, Willis Engine Structured Trust VIII, the Registrant, as the Administrative Agent, and U.S. Bank National Association, as Indenture Trustee and Security Trustee.

a106-westviiixadministra [*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Share Purchase Agreement, dated May 7, 2025, between Willis Asset Management Limited and Willis Mitsui & Co Engine Support Limited.

a101-tripleipaxspaexecut [*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Willis Lease Finance Corporation Reports Record Second Quarter 2025 Financial Results Delivers Record Pre-Tax Income of $74.3 Million and Record Quarterly Revenue of $195.5 Million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer 561.413.0112 Willis Lease Finance Corporation Reports Record Second Quarter 2025 Financial Results Delivers Record Pre-Tax Income of $74.3 Million and Record Quarterly Revenue of $195.5 Million COCONUT CREEK, FL — August 5, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “C

Security Trust Agreement dated as of June 18, 2025, among, inter alia, Willis Engine Structured Trust VIII, as the Issuer, and U.S. Bank National Association, as Security Trustee and Operating Bank.

a104-westviiixsecuritytr [*] Indicates that certain information in this exhibit has been excluded because it is both (i)not material and (ii) is the type that the registrant treats as private or confidential.

Servicing Agreement, dated as of June 18, 2025, among, inter alia, Willis Engine Structured Trust VIII and the Registrant, as Servicer and Administrative Agent.

a105-westviiixservicinga Execution Version 4898-6267-4260.v2 SERVICING AGREEMENT dated as of June 18, 2025 among WILLIS ENGINE STRUCTURED TRUST VIII, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER ii 4898-6267-4260.v2 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .................................................................................

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORPO

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): August 5, 2025 Willis Lease Finan

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): August 5, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Asset Purchase Agreement, dated as of June 18, 2025, between the Registrant and Willis Engine Structured Trust VIII.

a102-westviiixassetpurch [*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Trust Indenture, dated as of June 18, 2025, among, Willis Engine Structured Trust VIII, as the Issuer U.S. Bank National Association, as the Operating Bank and Trustee, the Registrant, as Administrative Agent, and MUFG Bank, Ltd., as the Initial Liquidity Facility Provider.

a103-westviiixtrustinden [*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

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): July 30, 2025 Willis Lease Financ

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): July 30, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Willis Lease Finance Corporation Announces Quarterly Dividend

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Quarterly Dividend COCONUT CREEK, FL, July 31, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”) announced a quarterly dividend of $0.25 per share on outstanding shares of WLFC common stock. The d

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): July 22, 2025 Willis Lease Financ

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): July 22, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 15, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Willis Lease Finance Corporation Announces Timing of Second Quarter 2025 Financial Results and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of Second Quarter 2025 Financial Results and Conference Call COCONUT CREEK, Fla., — July 15, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company”), the leading lessor of commercial aircraft engines and g

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 30, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Willis Lease Finance Corporation Completes Sale of Consultancy and Advisory Arm to Joint Venture with Mitsui & Co. Bridgend Asset Management Limited Renamed to Willis Mitsui & Co. Asset Management Limited

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications 415.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): June 18, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Willis Lease Finance Corporation Announces Closing of $596.0 Million in Fixed Rate Notes

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Closing of $596.0 Million in Fixed Rate Notes COCONUT CREEK, FL, June 18, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): June 5, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

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): June 5, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

Willis Lease Finance Corporation Announces Pricing of $596.0 Million in Fixed Rate Notes

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Pricing of $596.0 Million in Fixed Rate Notes COCONUT CREEK, FL, June 6, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), the leading lessor of commercial aircraft engines and global provider of

Financial Statements and Exhibits, Other Events

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): June 3, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

Willis Lease Finance Corporation Announces Offering of $596 Million in Fixed Rate Notes

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Offering of $596 Million in Fixed Rate Notes COCONUT CREEK, FL, June 3, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”), a leading lessor of commercial jet engines, announced today that its whol

Willis Lease Finance Corporation Appoints Z. Clifton Dameron as General Counsel

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications lkohler@willislease.

Financial Statements and Exhibits, Other Events

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): May 14, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

[Signature page follows] 4700 Lyons Technology Parkway | Coconut Creek, Florida 33073 USA +1 561.349.9989 | www.wlfc.global

CORRESP May 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Kate Beukenkamp Re: Willis Lease Finance Corporation Registration Statement on Form S-3 Filed May 6, 2025 File No. 333-286998 REQUEST FOR ACCELERATION OF EFFECTIVENESS Acceleration Request Requested Date:   May 15, 2025 Requested Time:  4:01 p.m. Ea

LETTER

May 12, 2025 Austin C. Willis Chief Executive Officer WILLIS LEASE FINANCE CORP 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Re: WILLIS LEASE FINANCE CORP Registration Statement on Form S-3 Filed May 6, 2025 File No. 333-286998 Dear Austin C. Willis: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 7, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissio

Willis Lease Finance Corporation Moves its Consultancy and Advisory Arm to Willis Mitsui & Co. Engine Support Limited

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications (415) 328-4798 Willis Lease Finance Corporation Moves its Consultancy and Advisory Arm to Willis Mitsui & Co.

Limited Liability Company Agreement of Willis Global Engine Testing LLC

78378947;16 4139-5401-0203.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” Private & Confidential LIMITED LIABILITY COMPANY AGREEMENT OF WILLIS GLOBAL ENGINE TESTING LLC THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HA

Amended & Restated Employment Agreement, dated as of March 13, 2025, by and between Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed March 19, 2025).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Willis Lease Finance Corporation, a Delaware corporation (“Employer”), and Charles F.

Calculation of Filing Fee.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Willis Lease Finance Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Primary Offering Fees to Be Paid Equity Common Stock, par value $0.

Amendment to the Amended & Restated Employment Agreement, as of March 31, 2025, by and between Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed April 4, 2025).

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is as of March 31, 2025 (the “Amendment Effective Date”), by and among Willis Lease Finance Corporation, a Delaware corporation (the “Employer”), and Charles F.

As filed with the Securities and Exchange Commission on May 6, 2025

Table of Contents As filed with the Securities and Exchange Commission on May 6, 2025 Registration No.

Q1 2025 Earnings Call May 6, 2025 1 2 FORWARD-LOOKING STATEMENTS SAFE HARBOR Disclaimer This presentation includes “forward-looking” statements, as the term is defined under the federal securities laws, including but not limited to, statements regard

Q1 2025 Earnings Call May 6, 2025 1 2 FORWARD-LOOKING STATEMENTS SAFE HARBOR Disclaimer This presentation includes “forward-looking” statements, as the term is defined under the federal securities laws, including but not limited to, statements regarding: WLFC's future financial and operating performance, including the impact of a joint venture to develop an engine test cell facility with global engine maintenance capabilities, the impact of the exercise of purchase rights to acquire an additional 30 new LEAP engines and forecasts relating to engine shop visits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORP

Willis Lease Finance Corporation Reports First Quarter 2025 Financial Results Delivers Pre-Tax Income of $25.3 Million and Record Quarterly Revenue of $157.7 Million Declares Second Quarter 2025 Dividend of $0.25 Per Share

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer 561.413.0112 Willis Lease Finance Corporation Reports First Quarter 2025 Financial Results Delivers Pre-Tax Income of $25.3 Million and Record Quarterly Revenue of $157.7 Million Declares Second Quarter 2025 Dividend of $0.25 Per Share COCONUT CREEK, FL — May 6, 2025 — Willis Lease Finance Corpo

Form of Indenture.

Exhibit 4.18 WILLIS LEASE FINANCE CORPORATION AND               , as Trustee INDENTURE Dated as of             Debt Securities Reconciliation and tie between Trust Indenture Act of 1939, as amended, and the Indenture Trust Indenture Act Section Indenture Section §310(a)(1) 6.8 (a)(2) 6.8 (b) 6.9 §312(a) 7.1 (b) 7.2 (c) 7.2 §313(a) 7.3 (b)(2) 7.3 (c) 7.3 (d) 7.3 §314(a) 7.4 (c)(1) 1.2 (c)(2) 1.2 (e

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): May 6, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissio

Willis Lease Finance Corporation Announces Quarterly Dividend

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Quarterly Dividend COCONUT CREEK, FL, May 2, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”) declared a quarterly dividend of $0.25 per share on outstanding shares of WLFC common stock. The divi

Financial Statements and Exhibits, Other Events

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): April 30, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

ARS

Willis Lease Finance Corporation 2024 Annual Report 1 In 2024, Willis Lease Finance Corporation (WLFC) achieved record financial results by delivering strong performance in the resurgent, post-pandemic aviation marketplace.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Willis Lease Finance Corporation Announces Timing of First Quarter 2025 Earnings and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of First Quarter 2025 Earnings and Conference Call COCONUT CREEK, FL — April 22, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) plans to announce its financial results for the first quarter of 2025 on Tu

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 22, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Amendment to the Amended & Restated Employment Agreement, as of March 31, 2025, by and between Registrant and Charles F. Willis IV

AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is as of March 31, 2025 (the “Amendment Effective Date”), by and among Willis Lease Finance Corporation, a Delaware corporation (the “Employer”), and Charles F.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 31, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 13, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Willis Lease Finance Corporation Announces Joint Venture with Global Engine Maintenance to Develop Engine Test Cell Facility

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications 415.

Amended & Restated Employment Agreement, dated as of March 13, 2025, by and between Registrant and Charles F. Willis IV

AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Willis Lease Finance Corporation, a Delaware corporation (“Employer”), and Charles F.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 17, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Amended and Restated Certificate of Incorporation, dated March 12, 1998, as amended by the Certificate of Amendment of Certificate of Incorporation, dated April 28, 1998 and further amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated May 22, 2024.

CERTIFICATE OF INCORPORATION OF WILLIS LEASE FINANCE CORPORATION ARTICLE | NAME OF CORPORATION The name of this corporation is WILLIS LEASE FINANCE CORPORATION, ARTICLE i REGISTERED OFFICE The address of the registered office of the corporation in the State of Delaware is 9 East Loockerman Street, City of Dover, County of Kent, and the name of its registered agent at that address is National Registered Agents, Inc.

Credit Agreement, dated as of October 31, 2024, among, inter alia, the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto.

EXECUTED VERSION Deal #: 97064HAA9 Revolver #: 97064HAB7 CREDIT AGREEMENT Dated as of October 31, 2024 among WILLIS LEASE FINANCE CORPORATION as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.

Bylaws, dated April 18, 2001 as amended by (1) Amendment to Bylaws, dated November 13, 2001, (2) Amendment to Bylaws, dated December 16, 2008, (3) Amendment to Bylaws, dated September 28, 2010, (4) Amendment to Bylaws, dated August 5, 2013, and (5) Amendment to Bylaws, dated October 7, 2016.

BYLAWS OF WILLIS LEASE FINANCE CORPORATION (a Delaware corporation) Dated as of April 18, 2001 Amended as of November 13, 2001 Further Amended as of December 16, 2008 Further Amended as of September 28, 2010 Further Amended as of August 5, 2013 Further Amended as of October 7, 2016 TABLE OF CONTENTS Page i ARTICLE I.

Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on March 15, 2024).

Exhibit 97.1 WILLIS LEASE FINANCE CORPORATION COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 2, 2023) 1.Purpose Willis Lease Finance Corporation (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORPORATION (Exact name

Limited Waiver No. 1 to Credit Agreement, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors party thereto.

EXECUTION VERSION 4899-8569-1656.v5 LIMITED WAIVER NO. 1 to CREDIT AGREEMENT Dated as of December 19, 2024 This LIMITED WAIVER NO. 1 TO CREDIT AGREEMENT (this “Waiver”), is entered into as of December 19, 2024, by and among WILLIS LEASE FINANCE CORPORATION, a Delaware corporation (“Borrower”), the GUARANTORS party hereto, BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capa

Contract to Purchase PW1133G-JM Spare Engines, dated as of December 17, 2024, by and between International Aero Engines, LLC and the Registrant.

CONTRACT TO PURCHASE PW1133G-JM SPARE ENGINES BETWEEN INTERNATIONAL AERO ENGINES, LLC AND WILLIS LEASE FINANCE CORPORATION, FOR ITSELF AND AS SERVICER DATED DECEMBER 17, 2024 This document contains proprietary information of International Aero Engines, LLC (“IAE LLC”).

Subsidiaries of the Registrant

Exhibit 21.1 WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries Subsidiary State or Jurisdiction of Incorporation Bridgend Asset Management Limited United Kingdom Coconut Creek Aviation Assets LLC Delaware Facility Engine Acquisition LLC Delaware WEST Engine Acquisition LLC Delaware WEST Engine Funding LLC Delaware WEST III Engines (Ireland) Limited Rep. of Ireland WEST III Fra

Insider Trading Policy.

Exhibit 19.1 WILLIS LEASE FINANCE CORPORATION INSIDER TRADING POLICY The following is the insider trading policy of Willis Lease Finance Corporation (the “Company”) and outlines the procedures that all Company personnel must follow. This policy and procedure arises from our responsibilities as a public company. Failure to comply with these procedures could result in a serious violation of the secu

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): March 10, 2025 Willis Lease Finan

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): March 10, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Record Results for Willis Lease Finance Corporation in 2024

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer 561.413.0112 Record Results for Willis Lease Finance Corporation in 2024 COCONUT CREEK, FL — March 10, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) today reported record annual total revenues of $569.2 million and pre-tax income of $152.6 million. For the year ended December 31, 2024, aggregate, core le

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 20, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Willis Lease Finance Corporation Exercises Options for 30 CFM LEAP Engines

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Director, Global Corporate Communications lkohler@willislease.

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 10, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Willis Lease Finance Corporation Announces Timing of Fourth Quarter and Full Year 2024 Earnings and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of Fourth Quarter and Full Year 2024 Earnings and Conference Call COCONUT CREEK, FL — February 10, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) plans to announce its financial results for the fourth qu

Willis Lease Finance Corporation Announces Quarterly Dividend Reflecting Strong Performance

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Quarterly Dividend Reflecting Strong Performance COCONUT CREEK, FL, January 24, 2025 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”) declared a quarterly dividend of $0.25 per share on outstanding sh

Financial Statements and Exhibits, Other Events

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): January 22, 2025 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Willis Lease Finance Corporation Invests in the Future with the Purchase of Nine Advanced GTF Engines, Powering the Latest Technology AIRBUS A320 Family in 2024

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Manager Corporate Communications lkohler@willislease.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 17, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 11, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 17, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

Company Overview December 2024 1 Disclaimer This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities. This presentation has been prepared solely for informational pur

Company Overview December 2024 1 Disclaimer This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities.

Willis Lease Finance Corporation Welcomes Stephen Jones to its Board of Directors Jones brings extensive airline, senior management, and governance experience

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Manager Corporate Communications (415) 328-4798 Willis Lease Finance Corporation Welcomes Stephen Jones to its Board of Directors Jones brings extensive airline, senior management, and governance experience COCONUT CREEK, FL.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of

Willis Lease Finance Corporation Reports Strong Third Quarter Pre-Tax Income of $34.5 million Pre-Tax Income Up 69% as Compared to that of the Third Quarter of the Prior Period Board Declares Recurring Quarterly Dividend of $0.25 Per Share of Common

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer (561) 413-0112 Willis Lease Finance Corporation Reports Strong Third Quarter Pre-Tax Income of $34.5 million Pre-Tax Income Up 69% as Compared to that of the Third Quarter of the Prior Period Board Declares Recurring Quarterly Dividend of $0.25 Per Share of Common Stock COCONUT CREEK, FL — Novem

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): October 31, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 31, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Willis Lease Finance Corporation Reports Strong Third Quarter Pre-Tax Income of $34.5 million Pre-Tax Income Up 69% as Compared to that of the Third Quarter of the Prior Period Board Declares Recurring Quarterly Dividend of $0.25 Per Share of Common

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Executive Vice President & Chief Financial Officer (561) 413-0112 Willis Lease Finance Corporation Reports Strong Third Quarter Pre-Tax Income of $34.5 million Pre-Tax Income Up 69% as Compared to that of the Third Quarter of the Prior Period Board Declares Recurring Quarterly Dividend of $0.25 Per Share of Common Stock COCONUT CREEK, FL — Novem

Employment Agreement, dated as of October 8, 2024, by and between the Company and Brian R. Hole.

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 8th day of October 2024, by and between Willis Lease Finance Corporation, a Delaware corporation ("Employer"), and Brian R.

Announcement of New Revolving Credit Facility

Exhibit 99.1 NEWS RELEASE CONTACT: Scott B. Flaherty EVP & Chief Financial Officer 561.413.0112 Announcement of New Revolving Credit Facility COCONUT CREEK, FL — November 4, 2024 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”) today reported that on October 31, 2024, the Company entered into a new, $1.0 billion, five-year, revolving credit facility (the “Credit Agreemen

Series A Preferred Stock Purchase Agreement, dated as of September 12, 2024.

167651603.8 SERIES A PREFERRED STOCK PURCHASE AGREEMENT by and between WILLIS LEASE FINANCE CORPORATION and DEVELOPMENT BANK OF JAPAN INC. Dated as of September 12, 2024 TABLE OF CONTENTS (continued) Page i 167651603.8 1. Purchase and Sale of Preferred Stock ..................................................................................1 1.1 Sale and Issuance of Series A Preferred Stock .......

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE

Third Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Preferred Stock, dated as of September 12, 20

Delaware The First State Page 1 2870540 8100 Authentication: 204425056 SR# 20243724113 Date: 09-18-24 You may verify this certificate online at corp.

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 16, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Willis Lease Finance Corporation Announces Timing of Third Quarter 2024 Earnings and Conference Call

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Announces Timing of Third Quarter 2024 Earnings and Conference Call COCONUT CREEK, FL — October 16, 2024 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) plans to announce its financial results for the third quarter 2024 before

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 8, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 27, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Co

Announcement of Series A Preferred Stock Purchase Agreement

Exhibit 99.1 NEWS RELEASE CONTACT: Scott B. Flaherty EVP & Chief Financial Officer 561.349.9989 Announcement of Series A Preferred Stock Purchase Agreement COCONUT CREEK, FL — October 1, 2024 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”) today reported that on September 27, 2024, WLFC entered into a Series A Preferred Stock Purchase Agreement with the Development Bank of Japan Inc., w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 9, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm EXHIBIT 1 JOINT FILING AGREEMENT Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with respect to the equity s

WLFC / Willis Lease Finance Corporation / WILLIS CHARLES F IV Activist Investment

SC 13D/A 1 sayw2408280113da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 35) Willis Lease Finance Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 970646 10 5 (CUSIP Number) Charles F. Willis, IV c/o Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Cree

Security Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC as Borrower, Bank of Utah, as Security Trustee and the other Grantors party thereto.

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Servicing Agreement, dated as of May 3, 2024, among Willis Warehouse Facility LLC, the Registrant, as Servicer, and each Serviced Group Member

Execution Version SERVICING AGREEMENT dated as of May 3, 2024 among WILLIS WAREHOUSE FACILITY LLC, WILLIS LEASE FINANCE CORPORATION, as Servicer, and EACH SERVICED GROUP MEMBER ii TABLE OF CONTENTS Page ARTICLE I DEFINITIONS .

Secured Credit Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC, as Borrower, Bank of Utah, as Security Trustee and Administrative Agent, Bank of America, N.A., as Facility Agent, and the Lenders party thereto

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Contract to Purchase [*] Spare Engines and QEC Kits dated June 19, 2024 between International Aero Engines, LLC and Registrant

This document contains proprietary informa on of Interna onal Aero Engines, LLC (“IAE LLC”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORPO

Pledge Agreement, dated as of May 3, 2024, among Registrant, and Bank of Utah, as Security Trustee.

Execution Version 1 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of May 3, 2024 is made by WILLIS LEASE FINANCE CORPORATION, a Delaware corporation, having its registered agent’s office at 9 East Loockerman Street, Dover, Delaware 19901, as pledgor (the “Pledgor”) in favor of BANK OF UTAH, not in its individual capacity but solely as Security Trustee (together with its successors and assigns, the “Pledgee”).

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 1, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

Record Results by Willis Lease Finance Corporation with Second Quarter Pre-tax Income of $57.9 million. Willis Declares First, Regular Quarterly Dividend of $0.25 Per Share.

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Record Results by Willis Lease Finance Corporation with Second Quarter Pre-tax Income of $57.9 million. Willis Declares First, Regular Quarterly Dividend of $0.25 Per Share. COCONUT CREEK, FL — August 1, 2024 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC” or the “Company”) today reported record s

Willis Lease Finance Corporation Strikes Deal with Pratt & Whitney for up to 15 New Engine Purchases in 2024

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Manager Corporate Communications lkohler@willislease.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 19, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

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): May 22, 2024 Willis Lease Finance

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): May 22, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

Financial Statements and Exhibits, Other Events

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): May 15, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

Willis Lease Finance Corporation Declares First Ever Cash Dividend

NEWS RELEASE CONTACT: Scott B. Flaherty Executive Vice President & Chief Financial Officer [email protected] 561.413.0112 Willis Lease Finance Corporation Declares First Ever Cash Dividend COCONUT CREEK, FL, May 17, 2024 — Willis Lease Finance Corporation (NASDAQ: WLFC) (“WLFC”), the leading lessor of commercial aircraft engines and global provider of aviation services, announced today tha

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): May 3, 2024 Willis Lease Finance

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): May 3, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissio

WLFC Company Update May 2024 1 DISCLAIMER 2 This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities. This presentation has been prepared solely for informational pur

WLFC Company Update May 2024 1 DISCLAIMER 2 This presentation does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire any securities.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORP

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 3, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissio

Record Results by Willis Lease Finance Corporation with First Quarter Pre-tax Income of $29.9 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Record Results by Willis Lease Finance Corporation with First Quarter Pre-tax Income of $29.9 million COCONUT CREEK, FL — May 2, 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 m

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 2, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

ARS

A AS ASSE SET T T MA MA M NA NAGE GEME MENT NT & & & CON ON ONS SULTING Will lis is s A Ass sset et Manag ag a em men n nt t Li imi m ted MA MA MA MATE TE TE T R RI R AL ALS S S Wi Wi Will ll llis is is A A Aer er eron on onau a a ti tica ca c l Se Serv rv rvices s, , In Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 1, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Barrington brings considerable industry, senior management, and public company board experience

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Manager Corporate Communications (415) 328-4798 Willis Lease Finance Corporation Welcomes Colm Barrington to its Board of Directors Barrington brings considerable industry, senior management, and public company board experience COCONUT CREEK, FL.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

WLFC / Willis Lease Finance Corporation / WILLIS CHARLES F IV - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 34) Willis Lease Finance Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 970646 10 5 (CUSIP Number) Charles F. Willis, IV c/o Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, Florida 33073 (415) 408-4700

JOINT FILING AGREEMENT

EX-99.1 2 ef20026027ex99-1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with res

Administrative Agency Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant, U.S. Bank National Association, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto.

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

As filed with the Securities and Exchange Commission on March 15, 2024

As filed with the Securities and Exchange Commission on March 15, 2024 Registration No.

Servicing Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto.

EXECUTION VERSION SERVICING AGREEMENT dated as of October 31, 2023 among WILLIS ENGINE STRUCTURED TRUST VII, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER ii TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS .

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Willis Lease Finance Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

Insider Trading Policy.

Exhibit 19.1 WILLIS LEASE FINANCE CORPORATION INSIDER TRADING POLICY The following is the insider trading policy of Willis Lease Finance Corporation (the “Company”) and outlines the procedures that all Company personnel must follow. This policy and procedure arises from our responsibilities as a public company. Failure to comply with these procedures could result in a serious violation of the secu

Security Agent Resignation, Assignment, Assumption and Omnibus Amendment, dated as of December 1, 2022, among Registrant, as Borrower, MUFG Bank, Ltd., as Administrative Agent and Successor Security Agent, MUFG Union Bank, N.A., as Resigning Security Agent, and the Lenders party thereto.

[***] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Asset Purchase Agreement, dated as of October 31, 2023, between the Registrant and Willis Engine Structured Trust VII.

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Security Trust Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, each Grantor referred to therein and from time to time made a party thereto and U.S. Bank National Association, as security trustee and operating bank.

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Compensation Recovery Policy.

Exhibit 97.1 WILLIS LEASE FINANCE CORPORATION COMPENSATION RECOVERY POLICY (Adopted and approved on October 25, 2023 and effective as of October 2, 2023) 1.Purpose Willis Lease Finance Corporation (collectively with its subsidiaries, the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of

Revolving Credit Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, Bank of America, N.A. and the Registrant.

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Letter Agreement to Amend Credit Agreement to Address Inconsistencies, , dated November 8, 2019, among Registrant, as Borrower, MUFG Union Bank, N.A., as Security Agent, MUFG Bank Ltd., as Administrative Agent, and the Lenders party thereto.

SMRH:4841-0598-1860.5 -1- 4873-4309-6232.v2 November 8, 2019 Willis Lease Finance Corporation (“Borrower”) 60 East Sir Francis Drake Boulevard Suite 209 Larkspur, CA 94939 Re: Willis Syndicated Credit Agreement/Agreement to Amend Credit Agreement to Address Inconsistencies Ladies and Gentlemen: Reference is made to the Fourth Amended and Restated Credit Agreement dated June 7, 2019, among Borrower

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE CORPORATION (Exact name

Amendment No. 3 to Fourth Amended and Restated Credit Agreement, dated as of June 29, 2023, among Registrant, as Borrower, and MUFG Bank, Ltd., as Administrative Agent and Security Agent.

[***] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Amendment No. 4 to Fourth Amended and Restated Credit Agreement, dated as of October 31, 2023, among Registrant, as Borrower, and MUFG Bank, Ltd., as Administrative Agent and Security Agent.

[***] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Trust Indenture, dated as of October 31, 2023, among Willis Engine Structured Trust VII, U.S. Bank National Association, as Trustee, the Registrant and Bank of America, N.A.

[*] Indicates that certain information in this exhibit has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Subsidiaries of the Registrant.

Exhibit 21.1 WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries Subsidiary State or Jurisdiction of Incorporation Carbonshift LLC Delaware Coconut Creek Aviation Assets LLC Delaware Facility Engine Acquisition LLC Delaware WEST Engine Acquisition LLC Delaware WEST Engine Funding LLC Delaware WEST III Engines (Ireland) Limited Rep. of Ireland WEST III France France WEST IV Engin

Record Results for Willis Lease Finance Corporation in 2023

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Record Results for Willis Lease Finance Corporation in 2023 COCONUT CREEK, FL — March 13, 2024 — 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. For the year ended December 31, 2023, aggregate, core l

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 13, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

WLFC / Willis Lease Finance Corporation / M3 PARTNERS LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) Willis Lease Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 970646105 (CUSIP Number) December 31, 2023 (Date of Even

WLFC / Willis Lease Finance Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 23 )* Willis Lease Finance Corp (Name of Issuer) Common Stock (Title of Class of Securities) 970646105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Other Events

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): February 9, 2024 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Willis Lease Finance Corporation Welcomes Brendan Curran to its Board of Directors Curran brings a wealth of aerospace industry experience in corporate scaling and integration strategies across the engine and airframe segments

NEWS RELEASE CONTACT: Lynn Mailliard Kohler Manager Corporate Communications (415) 328-4798 Willis Lease Finance Corporation Welcomes Brendan Curran to its Board of Directors Curran brings a wealth of aerospace industry experience in corporate scaling and integration strategies across the engine and airframe segments COCONUT CREEK, FL.

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): December 22, 2023 Willis Lease Fi

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): December 22, 2023 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

LETTER

United States securities and exchange commission logo December 20, 2023 Scott B. Flaherty Chief Financial Officer Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Re: Willis Lease Finance Corporation Form 10-K for Fiscal Year December 31, 2022 File No. 001-15369 Dear Scott B. Flaherty: We have completed our review of your filing. We remind you that the company

4700 Lyons Technology Parkway | Coconut Creek, Florida 33073 USA +1 561.349.9989 | www.wlfc.global

December 18, 2023 Via EDGAR Mr. Stephen Kim United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Willis Lease Finance Corporation Form 10-K for the Fiscal Year December 31, 2022 File No. 001-15369 Ladies and Gentlemen: We, Willis Lease Finance Corporation (the "Company"), are responding to the comm

JOINT FILING AGREEMENT

EX-99.1 2 ef20014925ex99-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with res

WLFC / Willis Lease Finance Corp. / WILLIS CHARLES F IV - SC 13D/A Activist Investment

SC 13D/A 1 ef20014925sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 33) Willis Lease Finance Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 970646 10 5 (CUSIP Number) Charles F. Willis, IV c/o Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coc

LETTER

United States securities and exchange commission logo November 15, 2023 Scott B. Flaherty Chief Financial Officer Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Re: Willis Lease Finance Corporation Form 10-K for Fiscal Year December 31, 2022 File No. 001-15369 Dear Scott B. Flaherty: We have limited our review of your filing to the financial statements and r

First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock dated as of September 26, 2023.

Exhibit 10.1 WILLIS LEASE FINANCE CORPORATION FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATIONS, PREFERENCES, AND RELATIVE RIGHTS AND LIMITATIONS OF SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK Willis Lease Finance Corporation (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “Act”), hereby certifies that the following

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE

Willis Lease Finance Corporation Reports Third Quarter Pre-tax Income of $20.3 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 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. For the three months ended Septem

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2023 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Entry into a Material Definitive Agreement

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): October 31, 2023 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm