Willis Lease Finance Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): February 19, 2026
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Item 1.01 Entry Into a Material Definitive Agreement.
On February 19, 2026, Willis Lease Finance Corporation (the “Company”), together with the guarantors party thereto entered into that certain Amendment No. 2 to the Credit Agreement (the “Amendment”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”).
The Amendment amends that certain Credit Agreement dated as of October 31, 2024 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of May 7, 2025), by and among the Company, the guarantors party thereto, the Administrative Agent and the financial institutions from time to time party thereto as lenders (as amended, the “Credit Agreement”) to, among other things, exclude certain amounts from inclusion in “Total Debt” (as defined in the Credit Agreement”) that is used for purposes of calculating the “Maximum Leverage Ratio” (as defined in the Credit Agreement).
The foregoing description of the Amended Credit Agreement is qualified in its entirety by reference to such agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off‐Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8‐K is incorporated herein by reference.
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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: February 24, 2026
| WILLIS LEASE FINANCE CORPORATION | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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