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~~June 2623, 2026

Willis Lease Finance Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

001-15369

68-0070656

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

4700 Lyons Technology Parkway

Coconut Creek, FL 33073

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 349-9989

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		~~Trading Symbol~~TradingSymbol		Name of ~~exchange~~exchangeon on which registered
Common Stock, $0.01 par value per share		WLFC		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

OnAs previously disclosed, on May 26, 2026, Willis Lease Finance Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (as adjourned and reconvened from time to time, the “Annual Meeting”). AtOn May 26, 2026, the ~~close~~Company’s stockholders approved each of ~~business~~the onproposals ~~April 6,~~to ~~2026,~~be considered at the ~~voting~~Annual ~~record~~Meeting ~~date,~~except ~~there~~for ~~were~~the ~~7,604,821~~proposed ~~shares~~stockholder ofapproval to amend the Company’s ~~common~~certificate ~~stock,~~of ~~$0.01~~incorporation ~~par value~~ (the “~~Common Stock~~Amendment”), ~~issued~~to ~~and~~effect ~~outstanding~~a three-for-one forward ~~and~~stock ~~entitled~~split to(the ~~vote.~~“Stock AtSplit”) and increase the ~~Annual~~number ~~Meeting,~~of ~~7,014,117~~authorized shares, orof ~~92.23%~~common stock, of$0.01 ~~the~~par ~~outstanding~~value (the “Common Stock”), ~~entitled~~and topreferred ~~vote~~stock, ~~were~~$0.01 ~~represented~~par byvalue ~~proxy~~(“Proposal ~~or in person~~2”). The ~~proposals presented at the~~ Annual Meeting ~~are~~was ~~described~~adjourned into ~~detail~~Tuesday, inJune 23, ~~the~~2026, ~~Company’s~~at ~~definitive~~10:00 ~~proxy statement for the Annual Meeting filed with the U~~A.SM. ~~Securities~~Eastern ~~and~~Time ~~Exchange~~with ~~Commission~~respect onto ~~April 24,~~Proposal ~~2026~~2 ~~(as~~to ~~amended~~permit ~~and~~additional ~~supplemented from~~ time to ~~time,~~solicit ~~the~~stockholder ~~“Proxy Statement”)~~votes.

~~Each~~On ~~of Proposals 1~~Tuesday, 3June 23, 42026, ~~and 5 were approved by~~ the ~~stockholders. Proposal 2 refers to the proposed stockholder approval to amend the~~ Company’s ~~certificate~~reconvened ~~of incorporation to effect a three-for-one forward stock split and increase~~ the ~~number~~Annual ~~of authorized shares of Common Stock and preferred stock, $0~~Meeting.01 ~~par~~At ~~value. In accordance with stockholder approval of Proposal 5,~~ the reconvened Annual Meeting, ~~was adjourned with respect to Proposal 2 to permit additional time to solicit stockholder votes. The affirmative vote of the holders~~7,345,515 ~~voting together as a single class~~shares, ofor ~~not less than eighty percent (80~~96.59%), of the outstanding ~~shares~~Common ofStock ~~capital stock of the Company~~ entitled to vote ~~generally~~were inrepresented ~~the~~by ~~election~~proxy ofor ~~directors~~in ~~is required for the approval of Proposal 2~~person.

~~The~~Proposal ~~Annual Meeting will reconvene on Tuesday, June 23, 2026, at 10~~2:00 ~~A.M.~~Approval ~~eastern~~of ~~time.~~Amendment ~~The reconvened Annual Meeting will be held virtually via live webcast. Stockholders who have not yet registered~~ to ~~attend~~Company’s ~~the~~Certificate ~~Annual~~of ~~Meeting may do so prior to the reconvened Annual Meeting at www~~Incorporation.~~proxydocs.com/WLFC.~~ The ~~record date for determining~~ stockholders ~~eligible~~approved toProposal ~~vote~~2 ~~at the Annual Meeting will remain the close of business on April 6, 2026. Valid proxies submitted prior to the Annual Meeting on May 26, 2026~~ with respect to ~~Proposal 2 will continue to be valid for~~ the ~~reconvened~~Amendment ~~Annual~~and ~~Meeting on June 23, 2026, unless properly changed or revoked prior to being exercised at~~ the ~~reconvened~~Stock ~~Annual Meeting on June 23, 2026~~Split. The ~~Company’s stockholders who have not already voted or wish to change their vote on Proposal 2 may do so by following the instructions provided in the~~ voting ~~instruction~~results ~~form~~were oras ~~proxy~~follows: ~~card accompanying the Proxy Statement.~~

Proposal 1: Election of Directors. The stockholders elected one Class I Director for a three-year term expiring at the 2029 Annual Meeting of Stockholders. The voting results were as follows:

Number of Votes Cast:

For	~~For~~Against	~~Against~~Abstain	~~Abstain~~Broker Non-Votes	~~Broker Non-Votes~~
Stephen Jones	4,234,457	not applicable	2,440,648	339,012
6,151,386	1,187,377	6,752	0

~~The other directors whose term of office continued after the Annual Meeting were Colm Barrington, Austin C~~Item 8.01 ~~Willis,~~Other ~~Brendan J~~Events. ~~Curran and Charles F. Willis IV.~~

~~Proposal~~As 3:previously ~~Advisory~~disclosed, ~~Vote~~the onCompany’s ~~Approval~~Board of ~~Executive~~Directors ~~Compensation.~~(the ~~The~~“Board”) ~~stockholders~~approved ~~cast~~the Stock anSplit, ~~advisory~~to ~~vote~~be ~~approving~~effected through the ~~compensation~~filing of the ~~Company’s~~Amendment ~~named~~with ~~executive~~the ~~officers~~Secretary asof ~~disclosed~~State inof the ~~Company’s~~State ~~proxy~~of ~~statement~~Delaware. ~~dated~~On ~~April~~June 2423, 2026., ~~The~~the ~~voting~~stockholders ~~results~~of ~~were~~the asCompany ~~follows:~~approved the Amendment, subject to the Board’s determination of the exact timing of the effectiveness of the Amendment and, thereby, the Stock Split.

~~Number~~On June 23, 2026, the Board determined that each outstanding share of ~~Votes~~Common ~~Cast:~~Stock held by a shareholder of record as of the close of trading on July 6, 2026 (the “Record Date”) will, automatically and without any further action by the Company or of its stockholders, be subdivided and reclassified into three validly issued, fully paid and non-assessable shares of Common Stock upon the effectiveness of the Amendment. Subject to final approval by Nasdaq, trading of the Common Stock is expected to begin on a split-adjusted basis at market open on July 20, 2026.

For		Against		Abstain		Broker Non-Votes
3,989,151		2,671,326		14,628		339,012

Proposal 4: Advisory Vote on the Appointment of Grant Thornton LLP. The stockholders cast an advisory vote ratifying the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026. The voting results were as follows:

Number of Votes Cast:

For		Against		Abstain		Broker Non-Votes
6,987,595		23,144		3,378		0

Proposal 5: Approval of Adjournment of the Annual Meeting. The stockholders approved the adjournment of the Annual Meeting if necessary or appropriate in the view of the Board of Directors to permit further solicitation and voting of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 2. The voting results were as follows:

Number of Votes Cast:

For		Against		Abstain		Broker Non-Votes
5,475,476		1,193,635		5,994		339,012

Cautionary Note Regarding Forward-Looking Statements

Statements in this Current Report on Form 8-K include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding prospects or future results of operations or financial position, made in this proxy statement are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons, including, among others, market conditions and demand, risks associated with owning and leasing jet engines and aircraft competitive factors, changes in business strategy or development plans, and general economic and business conditions.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

99.1		News Release issued by Willis Lease Finance Corporation dated June 23, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized officer.

Dated: ~~May 27~~June 23, 2026


WILLIS LEASE FINANCE CORPORATION

By:		/s/ Scott B. Flaherty
		Name: Scott B. Flaherty
		Title: Executive Vice President and Chief Financial Officer

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