Willis Lease Finance Corp Announces $35M Series B Preferred Private Placement

What Happened

• Willis Lease Finance Corporation (WLFC) entered into a Series B Preferred Stock Purchase Agreement with the Development Bank of Japan, Inc. (DBJ) on September 16, 2026 and reported it in an 8-K filed September 22, 2026.
• The company agreed to privately place 1,750,000 newly issued Series B Preferred shares at $20.00 per share, for gross proceeds of approximately $35 million. The closing is expected by the end of Q3 2026, subject to customary closing conditions. The Series B preferred will pay an 8.09% annual dividend and have a $20.00 per-share liquidation preference. The Certificate of Designations and more detailed terms will be disclosed in a later 8-K.

Key Details

• Purchase agreement date: September 16, 2026; 8-K filed September 22, 2026.
• Shares to be issued: 1,750,000 Series B Preferred Stock at $20.00/share → approx. $35 million gross proceeds.
• Dividend and preference: 8.09% annual dividend; $20.00 liquidation preference per share.
• Securities unregistered: Placement relied on Section 4(a)(2) exemption from registration; no general solicitation. Closing subject to customary conditions.

Why It Matters

• This private placement is a capital raise that should increase WLFC’s liquidity by roughly $35 million (before fees and expenses). That can help support operations, funding for lease activities, or balance-sheet flexibility.
• Investors should note these are preferred shares with a fixed dividend and liquidation preference; specific rights and potential impacts on common shareholders (e.g., dividends, voting, conversion, or other preferences) will depend on the Certificate of Designations to be filed later.
• The transaction is unregistered and private (no public solicitation), and the closing is subject to conditions — so the issuance is not final until closing occurs. The 8-K also includes customary forward-looking statement language about risks and uncertainties.