NASDAQ: WLFC WILLIS LEASE FINANCE CORP 8-K

Willis Lease raises $200M through convertible notes offering at 2.50% due 2031

Filed May 18, 2026 · Period ending May 18, 2026 · ~1 min read

Key Changes

high

Issued $200 million of 2.50% convertible senior notes maturing in 2031, convertible at $268.80 per share (3.7202 shares per $1,000 note). Interest payable semi-annually starting November 2026.

Item 1.01 verify on EDGAR →
high

Notes convertible only under specific triggers before February 2031, then freely convertible until maturity. Company can settle conversions in cash, stock, or combination at its discretion.

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medium

Company can redeem notes starting May 2029 if stock price exceeds $349.44 (130% of conversion price) for 20 of 30 trading days. Minimum $75M must remain outstanding after partial redemptions.

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low

Morgan Stanley facilitated concurrent offering of 281,250 borrowed shares to enable investor hedging. Willis Lease received no proceeds and issued no new shares in this transaction.

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low

Amended existing Bank of America revolving credit facility to permit the convertible notes issuance, representing routine covenant modification.

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Summary

Willis Lease Finance completed a $200 million convertible debt offering on May 18, 2026, issuing notes with a 2.50% coupon that mature in 2031. The notes convert into common stock at $268.80 per share, representing a premium to current market prices. This financing provides the aircraft engine lessor with capital at a relatively low interest rate while giving investors equity upside through the conversion feature.

Retail shareholders should understand this creates potential dilution of approximately 744,000 shares if all notes convert, though the company retains flexibility to settle conversions in cash. The conversion price of $268.80 suggests management views current valuation as attractive for raising capital.

The concurrent borrowed share offering by Morgan Stanley indicates sophisticated investors are likely hedging their convertible positions, which could create near-term selling pressure. Watch for how management deploys the $200 million proceeds—whether for aircraft acquisitions, debt refinancing, or general corporate purposes. Also monitor the stock price relative to the $349.44 redemption threshold starting in 2029, as crossing this level would allow the company to force early redemption and eliminate the dilution overhang.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~2,400 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

1 Added

Show 1 minor / wording change

Added Concurrent stock offering low

Added in current filing · verify on EDGAR →

On May 13, 2026, the Company, in connection with the Notes Offering, entered into an underwriting agreement (the “Delta Underwriting Agreement”) with Morgan Stanley & Co. LLC, as underwriter (the “Delta Underwriter”), relating to the offer by the Delta Underwriter of 281,250 shares of the Company’s Common Stock, borrowed from non-affiliate third parties to facilitate hedging transactions by certain investors subscribing for the Notes (the “Concurrent Delta Offering”). The Concurrent Delta Offering was completed on May 18, 2026. The Company received no proceeds from sales by the Delta Underwriter in the Concurrent Delta Offering, and no new shares of Common Stock were issued for the Concurrent Delta Offering.

Concurrently with the convertible notes offering, Morgan Stanley offered 281,250 shares of Willis Lease common stock borrowed from third parties to facilitate hedging by note investors. The company received no proceeds and issued no new shares in this transaction, which was completed May 18, 2026.

Event · Item 2.03 — Creation of a Direct Financial Obligation

~48 words

Company created a direct financial obligation through convertible notes, with details incorporated by reference from Item 1.01.

1 Added

Added Direct financial obligation - convertible notes high

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The disclosure set forth in Item 1.01 above under the caption “Convertible Notes-Indenture and Notes” is incorporated by reference into this Item 2.03.

The company disclosed the creation of a direct financial obligation under Item 2.03, referencing convertible notes detailed in Item 1.01. However, the actual terms, amounts, and conditions of the convertible notes are not provided in the excerpt shown, as they are incorporated by reference from another section of the filing.

Event · Item 9.01 — Financial Statements and Exhibits

~300 words

Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.

4 Added

Added Convertible notes issuance high

Added in current filing · verify on EDGAR →

Underwriting Agreement, dated as of May 13, 2026, by and among Willis Lease Finance Corporation and Morgan Stanley & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc. (Notes Offering).

The company entered into an underwriting agreement on May 13, 2026 with three investment banks to issue convertible senior notes. This represents a new debt financing transaction that will provide capital to the company while giving investors the option to convert the notes into equity.

Added 2.50% convertible senior notes due 2031 high

Added in current filing · verify on EDGAR →

Form of 2.50% Convertible Senior Note due 2031 (included as Exhibit A to Exhibit 4.2).

The company issued convertible senior notes with a 2.50% coupon rate maturing in 2031. These notes allow holders to convert their debt into company stock under specified conditions, providing a lower interest rate in exchange for the conversion feature. The five-year maturity extends the company's debt profile.

Added Concurrent Delta Offering medium

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Underwriting Agreement, dated as of May 13, 2026, by and between Willis Lease Finance Corporation and Morgan Stanley & Co. LLC. (Concurrent Delta Offering).

The company executed a separate concurrent offering transaction with Morgan Stanley on the same date as the notes offering. While the specific nature of this "Delta Offering" is not detailed in the 8-K body, it represents an additional capital markets transaction occurring simultaneously with the convertible notes issuance.

Added Credit facility amendment medium

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Amendment No. 4 to Revolving Credit Facility, by and among the Company, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent.

The company amended its existing revolving credit facility with Bank of America as administrative agent. This is the fourth amendment to this credit facility, likely made in connection with the convertible notes issuance to adjust covenants, terms, or borrowing capacity. The specific changes are not disclosed in the 8-K body.