Willis Lease Finance Corporation filed a Form 8-K on September 24, 2026, to report the completion of a private placement and a series of amendments to its preferred stock designations. The company closed a private placement of 1,750,000 shares of Series B Preferred Stock to the Development Bank of Japan Inc. (DBJ) at a price of $20.00 per share.
On September 24, 2026, the company filed a Certificate of Correction with the Delaware Secretary of State to nullify a previous filing of the Third Amended and Restated Certificate of Designations for Series A Preferred Stock made on September 16, 2024. The correction addressed inaccuracies regarding the name of a signing officer and the filing date of an earlier certificate. The filing on September 17, 2024, remains operative.
Subsequently, the company filed several amendments to the Series A and Series B preferred stock designations, all effective September 25, 2026. The Series B Certificate of Designations establishes an 8.09% annual dividend and a liquidation preference of $20.00 per share. The Series B Preferred Stock ranks pari passu with the Series A Preferred Stock, subject to approval by a Required Majority (two-thirds of holders), and is senior to common stock.
The Series B Certificate of Designations also includes a First Amendment effective September 30, 2026, which implements a three-for-one forward stock split. This split increased the authorized and issued shares of Series B Preferred Stock from 1,750,000 to 5,250,000 and reduced the liquidation preference to $6.67 per share.
Similarly, the Series A Preferred Stock underwent a three-for-one forward stock split effective September 30, 2026, increasing the authorized and issued shares from 3,250,000 to 9,750,000 and reducing the liquidation preference to $6.67 per share. The economic terms of the Series A Preferred Stock, including the dividend rate, remain unchanged.
