WILLIS LEASE FINANCE CORP 8-K

What Happened

• Willis Lease Finance Corporation (WLFC) filed an 8-K on June 23, 2026 announcing that its stockholders approved Proposal 2 to amend the company’s certificate of incorporation to effect a three-for-one forward stock split and increase authorized shares. The Annual Meeting was reconvened on June 23, 2026 after being adjourned from May 26, 2026 to solicit additional votes. The Board will effect the split by filing the approved amendment with the Delaware Secretary of State and set the split effective date. The Board designated shareholders of record as of the close of trading on July 6, 2026 as the Record Date; split-adjusted trading is expected to begin at market open on July 20, 2026, subject to final Nasdaq approval.

Key Details

• Vote on Proposal 2 (Amendment to effect 3-for-1 split): For 6,151,386; Against 1,187,377; Abstain 6,752; Broker non-votes 0.
• Shares represented at reconvened meeting: 7,345,515 shares, or 96.59% of outstanding common stock entitled to vote.
• Record Date for the split: close of trading on July 6, 2026.
• Expected split-adjusted trading date: market open on July 20, 2026 (subject to Nasdaq approval).

Why It Matters

• The approved three-for-one forward split will automatically triple the number of outstanding common shares for holders of record on the Record Date, with no action required by shareholders.
• A forward split changes the number of shares and per-share price but does not change a holder’s proportional ownership or the company’s aggregate market value. Investors should expect adjusted share counts and per-share metrics (like price and earnings per share) after the split and should watch for Nasdaq’s final approval and the effective date.