Willis Lease to acquire 12 aircraft and 13 engines for $379.3M, closing expected Q3 2026

On July 10, 2026, Willis Dallas Ltd. (the “Purchaser”), a Cayman Islands exempted company and wholly owned subsidiary of Willis Lease Finance Corporation, a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) by and among the Purchaser, WNG International Master Fund II, L.P., a Cayman Islands exempted limited partnership (the “Cayman Seller”), WNG II Aircraft Management (Delaware), LLC, a Delaware limited liability company (the “US Seller” and, together with the Cayman Seller, the “Sellers”), and, solely for the limited purposes set forth therein, the Company. Subject to the terms and conditions of the Purchase Agreement, the Purchaser has agreed to purchase the entire issued share capital of WNG II Aircraft Leasing (Cayman) Ltd. (the “Cayman Company”) from the Cayman Seller and 100% of the issued and outstanding limited liability company interests of WNG Aircraft Management 3, LLC (the “US Company” and, together with the Cayman Company and their respective subsidiaries, the “Target Companies”) from the US Seller (collectively, the “Acquisition”). The US Company and the Cayman Company, through the Cayman Company’s subsidiaries (including two Irish designated activity companies and various asset-owning companies), hold a portfolio of twelve (12) commercial aircraft and thirteen (13) spare aircraft engines (the “Portfolio”).

The purchase price for the Acquisition is $379,300,000, which amount will be adjusted downward to take into account basic rent received, maintenance reserves received, cash security deposits and other revenue received from and after an agreed upon historical economic closing date. The purchase price is subject to certain other adjustments calculated beginning on an agreed historical economic closing date, including (i) a reduction for any asset that suffers a total loss or that is removed, sold or otherwise disposed of prior to closing pursuant to pre-agreed arrangements in an amount equal to the consideration amount allocated to such asset (or, in the case of certain sold or disposed assets, the greater of such allocated amount and the applicable third-party sale price), (ii) an upward adjustment for interest accruing at a rate of 6.25% per annum from the Economic Closing Date through closing, and (iii) other commercially agreed purchase price adjustments, the exact amount of which will be determined based on the timing of the closing date (as so adjusted, the “Adjusted Purchase Price”).

On July 14, 2026, the Company issued a press release (the “Press Release”) regarding the matters described in Item 1.01 of this Current Report on Form 8-K, a copy of which is filed as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

Willis Lease Finance Corporation (NASDAQ: WLFC) (the “Company” or “WLFC”), the leading lessor of commercial aircraft engines and global provider of aviation services, today announced that it has signed a definitive agreement to acquire 12 commercial aircraft and 13 aircraft engines.

“This transaction provides an opportunity to grow our portfolio as well as customer base,” said Austin C. Willis, Chief Executive Officer of WLFC. “It also strengthens our aircraft leasing business, where we can create additional value through engine-based programs such as ConstantThrust®.”

The transaction is subject to customary closing conditions.