Willis Lease Finance Corporation filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
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Industrial Specialties
Consumer Discretionary
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): December 4, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Employment Agreement with Austin Willis
On December 5, 2025, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Willis Lease Finance Corporation (the “Company”) approved amendments to the employment agreement between the Company and Austin Willis, the Company’s Chief Executive Officer. The amended and restated employment agreement (the “A&R Employment Agreement”) provides that Austin Willis is entitled to an annual base salary of $1,000,000 and establishes his target annual bonus opportunity at 125% of his annual base salary.
The A&R Employment Agreement generally continues the terms of the prior employment agreement relating to duties, benefits and perquisites, retirement entitlements, severance payments and entitlements payable upon the termination of employment. The A&R Employment Agreement provides for additional perquisites related to private aircraft usage. The A&R Employment Agreement includes amendments to the Change in Control definition where Charles Willis, Austin Willis and their respective affiliates are no longer the Company’s largest stockholders and due to certain changes in the composition of the Board.
The foregoing description of the A&R Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Employment Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
Second Amendment to Employment Agreement with Charles F. Willis, IV
On December 5, 2025, the Committee approved an amendment to the Amended and Restated Employment Agreement, dated as of March 13, 2025, between the Company and Charles Willis (the “EC Employment Agreement”). The amendment to the EC Employment Agreement (the “EA Amendment”) updates the definition of “Change in Control” in the EC Employment Agreement to amend the Change in Control definition where Charles Willis, Austin Willis and their respective affiliates are no longer the Company’s largest stockholders and due to certain changes in the composition of the Board.
The foregoing description of the EA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the EA Amendment, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference.
Item 8.01 Other Events.
On December 4, 2025, the Company agreed to repurchase 30,000 shares of the common stock of the Company from the Company’s Executive Chairman, Charles Willis, at a price of $126.28 per share, which price represents the volume weighted average price as of December 4, 2025 discounted by 2% (the “Repurchase Transaction”). Mr. Willis, 77, advised the Board that he intended to use the proceeds from the Repurchase Transaction for estate planning purposes. A special committee of the Board of the Company, composed of only independent directors, approved the Repurchase Transaction pursuant to authority delegated by the Board.
Item 9.01 Financial Statements & Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
† This exhibit is a management contract or a compensatory plan or arrangement.
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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: December 9, 2025
| WILLIS LEASE FINANCE CORPORATION | ||||||||
| By: | /s/ Scott B. Flaherty | |||||||
| Scott B. Flaherty | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
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