WLFC / Willis Lease Finance Corporation - Depositi SEC, Relazione annuale, dichiarazione di delega

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.

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 .................................................................................

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.

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

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.

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

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.

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.

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

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.

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.

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, 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 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

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

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

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

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 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

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.

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

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

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.

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.

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.

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.

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

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

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

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

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.

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

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

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

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

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

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

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.

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.

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

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

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.

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

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

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.

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”).

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

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 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

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

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.

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.

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

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

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

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

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 .......

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

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

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.

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.

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

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

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

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

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

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

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

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 .

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”).

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.

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

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

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

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

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.

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

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

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

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

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.

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.

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.

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.

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.

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.

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

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 .

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.

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

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.

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.

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

Entry into a Material Definitive Agreement, 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, 2023 Willis Lease Finance Corporation (Exact name of registrant as specified in its charter) Delaware 001-15369 68-0070656 (State or other jurisdiction of incorporation) (

Willis Lease Announces Pricing of $410.0 Million in Fixed Rate Notes

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Announces Pricing of $410.0 Million in Fixed Rate Notes COCONUT CREEK, FL – October 19, 2023 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“Willis”), a leading lessor of commercial jet engines, announced today that its wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST”), h

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 19, 2023 Willis Lease Finance Corporation (Exact name of registrant as specified in its charter) Delaware 001-15369 68-0070656 (State or other jurisdiction of incorporation) (

Willis Lease Announces Offering of $410.0 Million in Fixed Rate Notes

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Announces Offering of $410.0 Million in Fixed Rate Notes COCONUT CREEK, FL – October 13, 2023 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“Willis”), a leading lessor of commercial jet engines, announced today that its wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST”),

Current Report

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 13, 2023 Willis Lease Finance Corporation (Exact name of registrant as specified in its charter) Delaware 001-15369 68-0070656 (State or other jurisdiction of incorporation) (

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

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 26, 2023 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Co

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, 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 CORPO

Willis Lease Finance Corporation Reports Second Quarter Pre-tax Income of $19.0 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports Second Quarter Pre-tax Income of $19.0 million COCONUT CREEK, FL — August 3, 2023 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported second quarter total revenues of $109.0 million and pre-tax earnings of $19.0 million. For the three months ended June 3

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): August 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) (Commis

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): July 25, 2023 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 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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, 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 CORP

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 4, 2023 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 4, 2023 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 Reports First Quarter Pre-tax Income of $6.8 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports First Quarter Pre-tax Income of $6.8 million COCONUT CREEK, FL — May 4, 2023 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported first quarter total revenues of $89.5 million and pre-tax earnings of $6.8 million. For the three months ended March 31, 2023

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, 2022 ☐ Transition Repo

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, 2022 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 001-15369 WILLIS LEASE FINANCE COR

WLFC / Willis Lease Finance Corp. / 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. 32) 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

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 securities of Willis L

April 14, 2023

EXHIBIT 2 April 14, 2023 Special Committee of the Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Special Committee: Over four months after we made our initial proposal to purchase all of the publicly-held shares of Willis Lease Finance Corporation (the “Company”), we remain far apart in our price negotiations with the Special Committee.

WLFC / Willis Lease Finance Corp. / 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. 31) 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

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 securities of Willis L

March 29, 2023

EXHIBIT 2 March 29, 2023 Special Committee of the Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Special Committee: As you know, CFW Partners, L.

March 13, 2023

EX-99.2 3 brhc10049864ex99-2.htm EXHIBIT 2 EXHIBIT 2 March 13, 2023 Special Committee of the Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Special Committee: As you know, CFW Partners, L.P. (“CFW”), Mitsui & Co., Ltd., Fuyo General Lease Co., Ltd., and JA Mitsui Leasing, Ltd. (the “Consortium”) previously submitted a n

WLFC / Willis Lease Finance Corp. / 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. 30) 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 brhc10049864ex99-1.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 r

JOINT FILING AGREEMENT

EX-99.1 2 brhc10049721ex99-1.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 r

WLFC / Willis Lease Finance Corp. / 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. 29) 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

March 13, 2023

EXHIBIT 2 March 13, 2023 Special Committee of the Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Special Committee: As you know, CFW Partners, L.

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

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, 2022 ☐ 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

Willis Lease Finance Corporation Reports Annual Pre-tax Income of $9.8 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports Annual Pre-tax Income of $9.8 million COCONUT CREEK, FL — March 9, 2023 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported annual total revenues of $311.9 million and pre-tax income of $9.8 million. For the year ended December 31, 2022, aggregate lease

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 9, 2023 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): March 9, 2023 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

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

SC 13G/A 1 fp0082186-8sc13ga.htm 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. 2) Willis Lease Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 970646105 (CUSIP Number

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

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 22 )* Willis Lease Finance Corp (Name of Issuer) Common Stock (Title of Class of Securities) 970646105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

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

SC 13D/A 1 brhc10046728sc13da.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. 28) 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 C

January 18, 2023

EX-99.2 3 brhc10046728ex99-2.htm EXHIBIT 2 EXHIBIT 2 January 18, 2023 Special Committee of the Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Special Committee: We are writing on behalf of CFW Partners, L.P. (“CFW”), Mitsui & Co., Ltd., Fuyo General Lease Co., Ltd., and JA Mitsui Leasing, Ltd. to reaffirm our interest i

JOINT FILING AGREEMENT

EX-99.1 2 brhc10046728ex99-1.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 r

Regulation FD Disclosure

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 17, 2022 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

1

EXHIBIT 3 November 17, 2022 Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Board of Directors: On behalf of CFW Partners, L.

JOINT FILING AGREEMENT

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 securities of Willis L

CONSORTIUM AGREEMENT

EXHIBIT 2 CONSORTIUM AGREEMENT This CONSORTIUM AGREEMENT, dated as of November 17, 2022 (this ?Agreement?), is made by and among Mitsui & Co.

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. 27) 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

Employment Agreement, dated as of August 2, 2022, by and between the Registrant and Brian R. Hole (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed on November 4, 2022).

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of the 2nd day of August 2022, by and between Willis Lease Finance Corporation, a Delaware corporation ("Employer"), and Brian R.

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, 2022 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 $8.4 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 $8.4 million COCONUT CREEK, FL ? November 2, 2022 ? Willis Lease Finance Corporation (NASDAQ: WLFC) today reported third quarter total revenues of $76.9 million and pre-tax earnings of $8.4 million. For the three months ended September

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 2, 2022 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

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): September 16, 2022 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Co

CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Air India and Willis Lease Finance Corporation Ink Historic ConstantThrust® Engine Sale & Leasebacks COCONUT CREEK, FL — September 21, 2022 — Air India has signed definiti

CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Air India and Willis Lease Finance Corporation Ink Historic ConstantThrust? Engine Sale & Leasebacks COCONUT CREEK, FL ? September 21, 2022 ? Air India has signed definitive sale and lease back agreements with Willis Lease Finance Corporation (NASDAQ: WLFC) (?Willis Lease?) for 34 CFM56- 5B engines installed on its Airb

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, 2022 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

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): August 4, 2022 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commis

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): August 4, 2022 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 Reports Second Quarter Pre-tax Income of $11.0 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports Second Quarter Pre-tax Income of $11.0 million COCONUT CREEK, FL ? August 4, 2022 ? Willis Lease Finance Corporation (NASDAQ: WLFC) today reported second quarter total revenues of $78.1 million. For the three months ended June 30, 2022, aggregate lease rent and maint

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): May 25, 2022 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commissi

Employment Agreement, dated as of March 3, 2022 and effective as of April 1, 2022, by and between the Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed on May 10, 2022).

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into on March 3, 2022 to be effective as of the 1st day of April 2022, by and between Willis Lease Finance Corporation, a Delaware corporation (?Employer?), and Charles F.

Employment Agreement, dated as of March 2022 and effective as of April 1, 2022, by and between the Registrant and Austin C. Willis (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed on May 10, 2022).

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered on March 3, 2022 to be effective as of the 1st day of April, 2022, 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 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, 2022 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, 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 9, 2022 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 Reports First Quarter Pre-tax Loss of $27.7 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports First Quarter Pre-tax Loss of $27.7 million COCONUT CREEK, FL ? May 9, 2022 ? Willis Lease Finance Corporation (NASDAQ: WLFC) today reported first quarter total revenues of $68.8 million. For the three months ended March 31, 2022, aggregate lease rent and maintenance

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. 26) 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

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 securities of Willis 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 14, 2022 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 Reports Annual Pre-tax Profit of $9.1 million

Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports Annual Pre-tax Profit of $9.1 million COCONUT CREEK, FL ? March 14, 2022 ? Willis Lease Finance Corporation (NASDAQ: WLFC) today reported annual total revenues of $274.2 million and pre-tax profit of $9.1 million. For the year ended December 31, 2021, aggregate lease

Subsidiaries of the Registrant.

Exhibit 21.1 WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES List of Subsidiaries Subsidiary State or Jurisdiction of Incorporation WEST Engine Funding LLC Delaware Willis Lease (Ireland) Limited Rep. of Ireland WLFC (Ireland) Limited Rep. of Ireland WLFC Funding (Ireland) Limited Rep. of Ireland Willis Lease Finance (Ireland) Limited Rep. of Ireland Willis Lease France France Willis Lease Finan

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.

As filed with the Securities and Exchange Commission on March 14, 2022

As filed with the Securities and Exchange Commission on March 14, 2022 Registration No.

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, 2021 ? 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

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 3, 2022 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

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. 1) Willis Lease Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 970646105 (CUSIP Number) December 31, 2021 (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. 21 )* Willis Lease Finance Corp (Name of Issuer) Common Stock (Title of Class of Securities) 970646105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

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): December 3, 2021 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

Financial Statements and Exhibits, 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): November 10, 2021 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 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, 2021 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 Profit of $6.1 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 Profit of $6.1 million COCONUT CREEK, FL ? November 2, 2021 ? Willis Lease Finance Corporation (NASDAQ: WLFC) today reported third quarter total revenues of $70.8 million and pre-tax profit of $6.1 million. For the three months ended September 3

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 2, 2021 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Comm

The Willis Lease Finance Corporation 2021 Incentive Stock Plan (filed as Annex A to the Definitive Proxy Statement filed with the SEC on October 12, 2021).

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 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

JOINT FILING AGREEMENT

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 securities of Willis L

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): September 3, 2021 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Com

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. 25) 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

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 securities of Willis L

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. 24) 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

LETTER OF WITHDRAWAL [See attached]

EXHIBIT 2 LETTER OF WITHDRAWAL [See attached] NOTICE OF WITHDRAWAL August 10, 2021 Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Re: Notice of Withdrawal Dear Members of the Board: We refer to the Confidentiality Agreement (the ?Confidentiality Agreement?) dated as of March 30, 2021, between CFW Partners, L.

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): August 10, 2021 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commi

Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated as of June 23, 2021, among the Registrant, MUFG Union Bank, Ltd., as administrative agent, MUFG Union Bank, Inc., as security agent, and certain other lenders and financial institutions named therein (incorporated by reference to Exhibit 10.58 to our report on Form 10-Q filed August 8, 2021).

[***] 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 17, 2021, among Willis Engine Structured Trust VI, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.63 to our report on Form 10-Q filed August 8, 2021).

Execution Version SERVICING AGREEMENT dated as of May 17, 2021 among WILLIS ENGINE STRUCTURED TRUST VI, WILLIS LEASE FINANCE CORPORATION, as Servicer and Administrative Agent, and EACH SERVICED GROUP MEMBER #4822-6868-4260v2 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 SECTION 1.

Revolving Credit Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, Bank of America, N.A. and the Registrant (incorporated by reference to Exhibit 10.62 to our report on Form 10-Q filed August 8, 2021).

Execution Version REVOLVING CREDIT AGREEMENT dated as of May 17, 2021 among WILLIS ENGINE STRUCTURED TRUST VI, as Borrower BANK OF AMERICA, N.

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, 2021 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

Security Trust Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, 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 (incorporated by reference to Exhibit 10.64 to our report on Form 10-Q filed August 8, 2021).

[*] 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 May 17, 2021, among Willis Engine Structured Trust VI, U.S. Bank National Association, as Trustee, the Registrant and Bank of America, N.A. (incorporated by reference to Exhibit 10.61 to our report on Form 10-Q filed August 8, 2021).

[*] 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 May 17, 2021, among Willis Engine Structured Trust VI, 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 (incorporated by reference to Exhibit 10.59 to our report on Form 10-Q filed August 8, 2021).

[*] 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 May 17, 2021, between the Registrant and Willis Engine Structured Trust VI (incorporated by reference to Exhibit 10.60 to our report on Form 10-Q filed August 8, 2021).

[*] 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.

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): August 3, 2021 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 Reports Second Quarter Pre-tax Loss of $1.9 million

EX-99.1 2 q22021ex991.htm EX-99.1 Exhibit 99.1 CONTACT: Scott B. Flaherty NEWS RELEASE Chief Financial Officer (561) 349-9989 Willis Lease Finance Corporation Reports Second Quarter Pre-tax Loss of $1.9 million COCONUT CREEK, FL — August 3, 2021 — Willis Lease Finance Corporation (NASDAQ: WLFC) today reported second quarter total revenues of $66.5 million and pre-tax loss of $1.9 million. For the

June 25, 2021

Exhibit 2 June 25, 2021 Special Committee of the Board of Directors Willis Lease Finance Corporation 4700 Lyons Technology Parkway Coconut Creek, FL 33073 Dear Members of the Special Committee: We are writing to reaffirm our interest in acquiring all of the outstanding shares of common stock of Willis Lease Finance Corporation (the ?Company?) that are not owned by CFW Partners, L.

Current Report

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 23, 2021 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

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. 23) 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 a21-207141ex99d1.htm EX-99.1 (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 13

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 10, 2021 Willis Lease Finance Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-15369 68-0070656 (State or Other Jurisdiction of Incorporation) (Commiss

Entry into a Material Definitive Agreement, 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): May 17, 2021 Willis Lease Finance Corporation (Exact name of registrant as specified in its charter) Delaware 001-15369 68-0070656 (State or other jurisdiction of incorporation) (Comm

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): May 7, 2021 Willis Lease Finance Corporation (Exact name of registrant as specified in its charter) Delaware 001-15369 68-0070656 (State or other jurisdiction of incorporation) (Commi

Willis Lease Announces Pricing of $336.7 Million in Fixed Rate Notes

EX-99.1 2 d943268dex991.htm EX-99.1 Exhibit 99.1 CONTACT: Scott B. Flaherty Chief Financial Officer NEWS RELEASE (561) 349-9989 Willis Lease Announces Pricing of $336.7 Million in Fixed Rate Notes COCONUT CREEK, FL – May 10, 2021 – Willis Lease Finance Corporation (NASDAQ: WLFC) (“Willis”), a leading lessor of commercial jet engines, announced today that its wholly-owned subsidiary, Willis Engine

Quarterly Report - 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, 2021 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