UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, the Board of Directors of Willis Lease Finance Corporation (the “Company”) approved an amendment to the Company’s certificate of incorporation (the “Amendment”) to effect a three-for-one forward stock split (the “Stock Split”) and increase the number of authorized shares of the Company’s common stock, $0.01 par value, from 20,000,000 to 60,000,000, and preferred stock, $0.01 par value, from 5,000,000 to 15,000,000. As previously disclosed, the Amendment was approved by the Company’s stockholders at the Company’s 2026 annual meeting of stockholders.
On July 17, 2026, the Company filed the Amendment with the Secretary of the State of the State of Delaware. The Amendment became effective at 4:05 p.m. Eastern Time on July 17, 2026 and is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company | |
| 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: July 17, 2026
| WILLIS LEASE FINANCE CORPORATION | ||
| By: | /s/ Scott B. Flaherty | |
| Name: Scott B. Flaherty | ||
| Title: Executive Vice President and Chief Financial Officer | ||