3 unchanged sentences
(b) Inherent Limitations on Controls.
−Removed: Management, including the CEO and CFO, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud.
Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.
19 unchanged sentences
During the quarter ended December 31, 2025, none of the Company’s Section 16 officers or directors informed us of the adoption, modification, or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
−Removed: We have adopted a Standards of Ethical Conduct Policy (the “Code of Ethics”) that applies to all directors and employees including our Chief Executive Officer, President, and Chief Financial Officer.
+Added: We have adopted a Standards of Ethical Conduct Policy (the “Code of Ethics”) that applies to all directors and employees including our Chief Executive Officer and Chief Financial Officer.
The Code of Ethics is available on our website at www.wlfc.global.
−Removed: If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the code to our Chief Executive Officer, President, or Chief Financial Officer, we will disclose the nature of the amendment or waiver on our website at www.wlfc.global under “Corporate Governance” or in a report on Form 8-K.
+Added: If we make any substantive amendments to the Code of Ethics or grant any waiver from a provision of the code to our Chief Executive Officer or Chief Financial Officer, we will disclose the nature of the amendment or waiver on our website at www.wlfc.global under “Corporate Governance” or in a report on Form 8-K.
We have a long-standing commitment to ethical business conduct and compliance with applicable laws and regulations.
21 unchanged sentences
3.2 Bylaws, dated April 18, 2001 as amended by (1) Amendment to Bylaws, dated November 13, 2001, (2) Amendment to Bylaws, dated December 16, 2008, (3) Amendment to Bylaws, dated September 28, 2010, (4) Amendment to Bylaws, dated August 5, 2013, and (5) Amendment to Bylaws, dated October 7, 2016.
−Removed: 4.1 Rights Agreement dated as of September 24, 1999, by and between the Registrant and American Stock Transfer and Trust C ompany, as Rights Agent (incorporated by reference to Exhibit 4.1 to our report on Form 8-K filed on October 4, 1999).
+Added: 4.1 Rights Agreement dated as of September 24, 1999, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to our report on Form 8-K filed on October 4, 1999).
4.2 First Amendment to Rights Agreement dated as of November 30, 2000, by and between the registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on December 15, 2000).
2 unchanged sentences
4.4 Fourth Amendment to Rights Agreement dated August 27, 2018, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.3.1 to our report on Form 10-K filed on March 12, 2020).
−Removed: 4.5 Form of Certificate of Designations of the Registrant with respect to the Series I Junior Participating Preferred Stock (forme rly known as “Series A Junior Participating Preferred Stock”) (incorporated by reference to Exhibit 4.7 to our report on Form 10-K filed on March 31, 2009).
+Added: 4.5 Form of Certificate of Designations of the Registrant with respect to the Series I Junior Participating Preferred Stock (formerly known as “Series A Junior Participating Preferred Stock”) (incorporated by reference to Exhibit 4.7 to our report on Form 10-K filed on March 31, 2009).
4.6 Form of Amendment No.
−Removed: 1 to Certificate of Designations of the Registrant with respect to Series I Junior Participating Pref erred Stock (incorporated by reference to Exhibit 4.8 to our report on Form 10-K filed on March 31, 2009).
−Removed: 4.7 Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred S tock dated as of September 25, 2017 (incorporated by reference to Exhibit 10.2 to our report on Form 8-K filed on September 28, 2017).
−Removed: 4.8 Description of Securities (incorporated by referenc e to Exhibit 4.7 to our report on Form 10-K filed March 12, 2020).
+Added: 1 to Certificate of Designations of the Registrant with respect to Series I Junior Participating Preferred Stock (incorporated by reference to Exhibit 4.8 to our report on Form 10-K filed on March 31, 2009).
+Added: 4.7 Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock dated as of September 25, 2017 (incorporated by reference to Exhibit 10.2 to our report on Form 8-K filed on September 28, 2017).
+Added: 4.8 Description of Securities (incorporated by reference to Exhibit 4.7 to our report on Form 10-K filed March 12, 2020).
4.9 Certificate Eliminating Series I Junior Participating Preferred Stock of Willis Lease Finance Corporation dated as of October 7, 2016 (incorporated by reference to Exhibit 10.3 to our report on Form 8-K filed October 18, 2016).
5 unchanged sentences
Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed on May 10, 2022).
−Removed: 10.4† Employment Agreement between th e Registrant and Scott B.
+Added: 10.4† Employment Agreement between the Registrant and Scott B.
Flaherty dated May 20, 2016 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on May 25, 2016).
−Removed: 10.5† Employment Agreement between the Registrant and De an M.
−Removed: Poulakidas dated March 31, 2013 (incorporated by reference to Exhibit 10.23 to our report on Form 8-K filed on June 19, 2013).
−Removed: 10.6* Trust Indenture dated as of September 14, 2012 among Willis Engine Securitization Trust II, Deutsche Bank Trust Company Americas, as trustee, the Registrant and Crédit Agricol e Corporate and Investment Bank (incorporated by reference to Exhibit 10.14 to our report on Form 10-Q filed on November 9, 2012).
+Added: 10.5* Trust Indenture dated as of September 14, 2012 among Willis Engine Securitization Trust II, Deutsche Bank Trust Company Americas, as trustee, the Registrant and Crédit Agricole Corporate and Investment Bank (incorporated by reference to Exhibit 10.14 to our report on Form 10-Q filed on November 9, 2012).
10.6* Security Trust Agreement dated as of September 14, 2012 by and among Willis Engine Securitization Trust II, Willis Engine Securitization (Ireland) Limited, the Engine Trusts listed on Schedule V thereto, each of the additional grantors referred to therein and from time to time made a party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.15 to our report on Form 10-Q filed on November 9, 2012).
−Removed: 10.8* Note Purchase Agreement dated as of September 6, 2012 by and among Willis Engine Securitization Trust II, the Registrant, Credit Agricole Secu rities (USA) Inc.
+Added: 10.7* Note Purchase Agreement dated as of September 6, 2012 by and among Willis Engine Securitization Trust II, the Registrant, Credit Agricole Securities (USA) Inc.
and Goldman, Sachs & Co.
(incorporated by reference to Exhibit 10.16 to our report on Form 10-Q filed on November 9, 2012).
−Removed: 10.9* Servicing Agreement dated as of September 17, 2012 between Willis Engine Securitization Trust II, the Registrant and the entities listed on App endix A thereto (incorporated by reference to Exhibit 10.17 to our report on Form 10-Q filed on November 9, 2012).
−Removed: 10.10* A dministrative Agency Agreement dated as of September 17, 2012 among Willis Engine Securitization Trust II, the Registrant, Deutsche Bank Trust Compan y Americas, as trustee, and the entities listed on Appendix A thereto (incorporated by reference to Exhibit 10.18 to our report on Form 10-Q filed on November 9, 2012).
+Added: 10.8* Servicing Agreement dated as of September 17, 2012 between Willis Engine Securitization Trust II, the Registrant and the entities listed on Appendix A thereto (incorporated by reference to Exhibit 10.17 to our report on Form 10-Q filed on November 9, 2012).
+Added: 10.9* Administrative Agency Agreement dated as of September 17, 2012 among Willis Engine Securitization Trust II, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and the entities listed on Appendix A thereto (incorporated by reference to Exhibit 10.18 to our report on Form 10-Q filed on November 9, 2012).
10.10† Employment Agreement, dated as of August 2, 2022, by and between the Registrant and Brian R.
3 unchanged sentences
10.12 Trust Amendment No.
−Removed: 2 dated as of September 9, 2016 to Amended and Restated Trust Agreement of Willis Engine Securitizatio n Trust II dated as of September 14, 2012 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed September 20, 2016).
+Added: 2 dated as of September 9, 2016 to Amended and Restated Trust Agreement of Willis Engine Securitization Trust II dated as of September 14, 2012 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed September 20, 2016).
10.13 General Supplement 2016-1 dated as of September 9, 2016 to Trust Indenture dated as of September 14, 2012 (incorporated by reference to Exhibit 10.2 to our report on Form 8-K filed September 20, 2016).
1 unchanged sentence
10.15* Asset Purchase Agreement dated as of August 4, 2017 between the Registrant and Willis Engine Structured Trust III.
−Removed: (incorporated by reference to Exhibit 10.20 to our rep ort on Form 10-Q filed on November 9, 2017).
−Removed: 10.17* Security Trust Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, each Grantor referred to therein and from time to time made a party th ereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.21 to our report on Form 10-Q filed on November 9, 2017).
−Removed: 10.18* Servicing Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant and each Service Group Member referred to therein and from time t o time made a party thereto (incorporated by reference to Exhibit 10.22 to our report on Form 10-Q filed on November 9, 2017).
−Removed: 10.19* Administrative Agency Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant, Deutsche Bank Tru st Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.23 to our report on Form 10-Q filed on November 9, 2017).
+Added: (incorporated by reference to Exhibit 10.20 to our report on Form 10-Q filed on November 9, 2017).
+Added: 10.16* Security Trust Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, each Grantor referred to therein and from time to time made a party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 10.21 to our report on Form 10-Q filed on November 9, 2017).
+Added: 10.17* Servicing Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.22 to our report on Form 10-Q filed on November 9, 2017).
+Added: 10.18* Administrative Agency Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.23 to our report on Form 10-Q filed on November 9, 2017).
10.19* Revolving Credit Agreement dated as of August 4, 2017 among Willis Engine Structured Trust III, BNP Paribas and the Registrant (incorporated by reference to Exhibit 10.24 to our report on Form 10-Q filed on November 9, 2017).
2 unchanged sentences
CFM-1-1028985 dated December 22, 2017 between CFM International, Inc.
−Removed: and the Registrant (incorporated by reference to Ex hibit 10.26 to our report on Form 10-K filed on March 15, 2018).
+Added: and the Registrant (incorporated by reference to Exhibit 10.26 to our report on Form 10-K filed on March 15, 2018).
10.22* Letter Agreement No.
−Removed: 1-1028985 dated D ecember 22, 2017 between CFM International, Inc.
+Added: 1-1028985 dated December 22, 2017 between CFM International, Inc.
and the Registrant (incorporated by reference to Exhibit 10.27 to our report on Form 10-K filed March 15, 2018).
10.23* General Terms Agreement No.
−Removed: GE-1-2299982290-2 dated May 26, 2010 by and amongst General Electric Company, GE Engine Services Distribution, LLC, the Registrant an d WEST Engine Funding LLC (incorporated by reference to Exhibit 10.28 to our report on Form 10-K filed March 15, 2018).
+Added: GE-1-2299982290-2 dated May 26, 2010 by and amongst General Electric Company, GE Engine Services Distribution, LLC, the Registrant and WEST Engine Funding LLC (incorporated by reference to Exhibit 10.28 to our report on Form 10-K filed March 15, 2018).
10.24* Letter Agreement No.
1 unchanged sentence
10.25* Amendment No.
−Removed: 2 to General T erms Agreement No.
+Added: 2 to General Terms Agreement No.
GE-1-2299982290-2 dated December 22, 2017 between General Electric Company and the Registrant (incorporated by reference to Exhibit 10.30 to our report on Form 10-K filed March 15, 2018).
1 unchanged sentence
10.27 Redemption Agreement to purchase 294,787 shares of common stock dated as of March 29, 2018 between the Registrant and M3 Partners, LP (incorporated by reference to Exhibit 10.32 to our report on Form 10-Q filed May 10, 2018).
−Removed: 10.29† 2018 Stock Incentive Plan (inco rporated by reference to the Registrant’s Proxy Statement for 2018 Annual Meeting of Stockholders filed on April 27, 2018).
−Removed: 10.30* Administrative Agency Agreement dated as of August 22, 2018 among Willis Engine Structured Trust IV, the Registrant, Deutsche Bank Trust Company Americas, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.34 to our report on Form 10-Q filed November 7, 2018).
−Removed: 10.31* Asset Purchase Agreement dated as of August 22, 2018 between the Registrant and Willis Engine Structured Trust IV (incorporated by reference to Exhibit 10.35 to our report on Form 10-Q filed November 7, 201 8).
−Removed: 10.32* Trust Indenture dated as of August 22, 2018 among Willis Engine Structured Trust IV, Deutsche Bank Trust Company Americas, as Trustee, the Registrant and Bank of America, N.A.
−Removed: (incorporated by reference to Exhibit 10.36 to our report on Form 10-Q filed November 7, 2018).
−Removed: 10.33* Revolving Credit Agreement dated as of August 22, 2018 among Willis Engine Structured Trust IV, Bank of America, N.A.
−Removed: and the Registrant (incorporated by reference to Exhibit 10.37 to our report on Form 10-Q filed November 7, 2018).
−Removed: 10.34* Servicing Agreement dated as of Au gust 22, 2018 among Willis Engine Structured Trust IV, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.38 to our report on Form 10-Q filed November 7, 2018).
−Removed: 10.35* Security Trust Agreement dated as of August 22, 2018 among Willis Engine Structured Trust IV, each Grantor referred to therein and from time to time made a party thereto and Deutsche Bank Trust Company Americas, as security trustee and operating bank (incorporated by reference to Exhibit 10.39 to our report on Form 10-Q filed November 7, 2018).
+Added: 10.28† 2018 Stock Incentive Plan (incorporated by reference to the Registrant’s Proxy Statement for 2018 Annual Meeting of Stockholders filed on April 27, 2018).
10.29* Amendment No.
−Removed: 1 to Agreement to Purcha se Spare Engines, dated July 25, 2018, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.40 to our report on Form 10-Q filed November 7, 2018).
+Added: 1 to Agreement to Purchase Spare Engines, dated July 25, 2018, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.40 to our report on Form 10-Q filed November 7, 2018).
10.30* Amendment No.
2 to Agreement to Purchase Spare Engines, dated August 9, 2018, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.41 to our report on Form 10-Q filed November 7, 2018).
−Removed: 10.38* Trust Indenture dated as of August 4, 2017 among Willis Engine Structured Trust III, Deutsche Bank Trust Company Americas, as trustee, the Registrant and BNP Paribas (inc orporated by reference to Exhibit 4.6 to our report on Form 10-Q filed on November 9, 2017).
+Added: 10.31* Trust Indenture dated as of August 4, 2017 among Willis Engine Structured Trust III, Deutsche Bank Trust Company Americas, as trustee, the Registrant and BNP Paribas (incorporated by reference to Exhibit 4.6 to our report on Form 10-Q filed on November 9, 2017).
10.32* Amendment No.
−Removed: 3 to Agreement to Purchase Spare Engines, dated March 22, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corp oration (incorporated by reference to Exhibit 10.43 to our report on Form 10-Q filed on May 8, 2019).
+Added: 3 to Agreement to Purchase Spare Engines, dated March 22, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.43 to our report on Form 10-Q filed on May 8, 2019).
10.33* Amendment No.
−Removed: 4 to Agreement to Purchase Spare Engines, dated June 27, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corp oration (incorporated by reference to Exhibit 10.44 to our report on Form 10-Q filed on August 7, 2019).
+Added: 4 to Agreement to Purchase Spare Engines, dated June 27, 2019, between IAE International Aero Engines AG and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.44 to our report on Form 10-Q filed on August 7, 2019).
10.34* Letter Agreement No.
13 unchanged sentences
10.44* Used Engines Sales Agreement dated December 3, 2020 between Pratt & Whitney Engine Leasing, LLC and the Registrant (incorporated by reference to Exhibit 10.54 to our report on Form 10-K filed March 15, 2021).
−Removed: 10.52* Used Engine Sales Agreement dated Decemb er 3, 2020 between [*] Engine Leasing, LLC and the Registrant (incorporated by reference to Exhibit 10.55 to our report on Form 10-K filed March 15, 2021).
−Removed: 10.53* [*] Fixed Price Repai r Agreement by and between the Registrant and Raytheon Technologies Corporation dated December 3, 2020 (incorporated by reference to Exhibit 10.56 to our report on Form 10-K filed March 15, 2021) .
+Added: 10.45* Used Engine Sales Agreement dated December 3, 2020 between [*] Engine Leasing, LLC and the Registrant (incorporated by reference to Exhibit 10.55 to our report on Form 10-K filed March 15, 2021).
+Added: 10.46* [*] Fixed Price Repair Agreement by and between the Registrant and Raytheon Technologies Corporation dated December 3, 2020 (incorporated by reference to Exhibit 10.56 to our report on Form 10-K filed March 15, 2021).
10.47* [*] Fixed Price Repair Agreement by and between the Registrant and International Aero Engines, LLC dated December 3, 2020 (incorporated by reference to Exhibit 10.57 to our report on Form 10-K filed March 15, 2021).
5 unchanged sentences
(incorporated by reference to Exhibit 10.61 to our report on Form 10-Q filed August 8, 2021).
−Removed: 10.58 Revolving Credit Agreement, dated as of M ay 17, 2021, among Willis Engine Structured Trust VI, Bank of America, N.A.
+Added: 10.51 Revolving Credit Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, Bank of America, N.A.
and the Registrant (incorporated by reference to Exhibit 10.62 to our report on Form 10-Q filed August 8, 2021).
13 unchanged sentences
Bank National Association, as security trustee and operating bank (incorporated by reference to Exhibit 10.74 to our report on Form 10-K filed March 15, 2024).
−Removed: 10.67* Secured Credit Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC, as Borrower, Bank of Utah, as Security Trustee and Administrative Agent, Bank of America, N.A., as Facility Agent, and the Lenders party thereto (incorporated by reference to E xhibit 10.1 to our report on Form 10-Q filed August 2, 2024) .
+Added: 10.60* Secured Credit Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC, as Borrower, Bank of Utah, as Security Trustee and Administrative Agent, Bank of America, N.A., as Facility Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed August 2, 2024).
10.61* Servicing Agreement, dated as of May 3, 2024, among Willis Warehouse Facility LLC, the Registrant, as Servicer, and each Serviced Group Member (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed August 2, 2024).
9 unchanged sentences
10.69 Contract to Purchase PW1133G-JM Spare Engines, dated as of December 17, 2024, by and between International Aero Engines, LLC and the Registrant.
−Removed: 19.1 Insider Trading Policy.
+Added: 10.70† Amended & Restated Employment Agreement, dated as of March 13, 2025, by and between Registrant and Charles F.
+Added: Willis IV (incorporated by reference to Exhibit 10.
+Added: 1 to our report on Form 10-Q filed May 6 , 202 5 ).
+Added: 10.71† Amendment to the Amended & Restated Employment Agreement, as of March 31, 2025, by and between Registrant and Charles F.
+Added: Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed May 6, 2025).
+Added: 10.72* Limited Liability Company Agreement of Willis Global Engine Testing LLC (incorporated by reference to Exhibit 10.3 to our report on Form 10-Q filed May 6, 2025) .
+Added: 10.73*# Share Purchase Agreement, dated May 7, 2025, between Willis Asset Management Limited and Willis Mitsui & Co Engine Support Limited (incorporated by reference to Exhibit 10.
+Added: 1 to our report on Form 10-Q filed August 5, 2025).
+Added: 10.74† Employment Agreement , between the Registrant and Z.
+Added: Clifton Dameron IV , dated as of July 3, 2024 .
+Added: 10.75* Asset Purchase Agreement, dated as of June 18, 2025, between the Registrant and Willis Engine Structured Trust VIII (incorporated by reference to Exhibit 10.
+Added: 2 to our report on Form 10-Q filed August 5, 2025).
+Added: 10.76* Trust Indenture, dated as of June 18, 2025, among Willis Engine Structured Trust VIII, as the Issuer , U.S.
+Added: Bank National Association, as the Operating Bank and Trustee, the Registrant, as Administrative Agent, and MUFG Bank, Ltd., as the Initial Liquidity Facility Provider (incorporated by reference to Exhibit 10.3 to our report on Form 10-Q filed August 5, 2025) .
+Added: 10.77* Security Trust Agreement dated as of June 18, 2025, among, inter alia, Willis Engine Structured Trust VIII, as the Issuer, and U.S.
+Added: Bank National Association, as Security Trustee and Operating Bank (incorporated by reference to Exhibit 10.4 to our report on Form 10-Q filed August 5, 2025).
+Added: 10.78* Servicing Agreement, dated as of June 18, 2025, among, inter alia, Willis Engine Structured Trust VIII and the Registrant, as Servicer and Administrative Agent (incorporated by reference to Exhibit 10.5 to our report on Form 10-Q filed August 5, 2025).
+Added: 10.79* Administrative Agency Agreement, dated as of June 18, 2025, among, inter alia, Willis Engine Structured Trust VIII, the Registrant, as the Administrative Agent, and U.S.
+Added: Bank National Association, as Indenture Trustee and Security Trustee (incorporated by reference to Exhibit 10.6 to our report on Form 10-Q filed August 5, 2025).
+Added: 10.80* Revolving Credit Agreement, dated as of June 18, 2025, among Willis Engine Structured Trust VIII, as Borrower, the Registrant, as Administrative Agent, and MUFG Bank, Ltd., as Initial Liquidity Facility Provider (incorporated by reference to Exhibit 10.7 to our report on Form 10-Q filed August 5, 2025).
+Added: 10.81*# Amendment No.
+Added: 1 dated as of July 22, 2025, among Willis Warehouse Facility LLC, as Borrower, Bank of Utah, as Security Trustee and Administrative Agent, Bank of America, N.A., as Facility Agent, and the Lenders party thereto (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed November 4, 2025).
+Added: 10.82† Amendment to the Employment Agreement, dated September 1, 2025, by and between Registrant and Z.
+Added: Clifton Dameron IV.
+Added: 10.83† Employment Agreement, dated as of October 8, 2025, by and between the Company and Brian R.
+Added: 10.84† Non-Qualified Stock Option Agreement Pursuant to the Willis Lease Finance Corporation 2023 Incentive Stock Option Plan, dated as of November 10, 2025, between the Company and Charles F.
+Added: Willis, IV (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on Nove mber 14 , 2025).
+Added: 10.85† Amended & Restated Employment Agreement, dated as of December 5, 2025, by and between Registrant and Austin Willis (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed December 9 , 2025).
+Added: 10.86† Second Amendment to the Amended & Restated Employment Agreement, dated as of December 5, 2025, by and between Registrant and Charles F.
+Added: Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed December 9 , 2025).
+Added: 10.87* Asset Purchase Agreement, dated as of December 23, 2025, between the Registrant and Willis Engine Structured Trust IX.
+Added: 10.88* Trust Indenture, dated as of December 23, 2025, among, Willis Engine Structured Trust IX, as the Issuer , U.S.
+Added: Bank National Association, as the Operating Bank and Trustee, the Registrant, as Administrative Agent, and Bank of America, N.A , as the Initial Liquidity Facility Provider.
+Added: 10.89* Security Trust Agreement dated as of December 23, 2025, among, inter alia, Willis Engine Structured Trust IX, as the Issuer, each of the Issuer Subsidiaries party hereto from ti me to time as a grantor, and U.S.
+Added: Bank National Association, as Security Trustee and Operating Bank.
+Added: 10.90* Servicing Agreement, dated as of December 23, 2025, among, inter alia, Willis Engine Structured Trust IX and the Registrant, as Servicer and Administrative Agent.
+Added: 10.91* Administrative Agency Agreement, dated as of December 23, 2025, among, inter alia, Willis Engine Structured Trust IX, the Registrant, as the Administrative Agent, and U.S.
+Added: Bank National Association, as Indenture Trustee and Security Trustee , and each Issuer Subsidiary signatory to this agreement or that be comes a party under s ection 6.06 .
+Added: 10.92* Revolving Credit Agreement, dated as of December 23, 2025, among Willis Engine Structured Trust IX, as Borrower, the Registrant, as Administrative Agent, and Bank of America, N.A , as Initial Liquidity Facility Provider.
+Added: 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to our report on Form 10-K filed March 15, 2025) .
21.1 Subsidiaries of the Registrant.
34 unchanged sentences
Consolidated Balance Sheets as of December 31, 202 5 and December 31, 20 24
−Removed: Consolidated Statements of Income for the years ended December 31, 2024 and December 31, 2023
−Removed: Consolidated Statements of Comprehensive Income for the years ended December 31, 2024 and December 31, 2023
−Removed: Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity for the years ended December 31, 2024 and December 31, 2023
−Removed: Consolidated Statements of Cash Flows for the years ended December 31, 2024 and December 31, 2023
+Added: Consolidated Statements of Income for the year s ended December 31, 202 5 and December 31, 202 4
+Added: Consolidated Statements of Comprehensive Income for the year s ended December 31, 202 5 and December 31, 20 24
+Added: Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity for the year s ended December 31, 202 5 and December 31, 20 24
+Added: Consolidated Statements of Cash Flows for the year s ended December 31, 202 5 and December 31, 202 4
Notes to Consolidated Financial Statements
4 unchanged sentences
Opinion on the financial statements
−Removed: We have audited the accompanying consolidated balance sheets of Willis Lease Finance Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, redeemable preferred stock and shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 11, 2025 expressed an unqualified opinion.
+Added: We have audited the accompanying consolidated balance sheets of Willis Lease Finance Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, redeemable preferred stock and shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes and financial statement schedule included under Item 15(a) (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Interna l Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 10, 2026 expressed an unqualified opinion.
Basis for opinion
14 unchanged sentences
Valuation of equipment held for operating lease
−Removed: As described further in Notes 1(d) and 8 to the consolidated financial statements, the Company reviews its equipment held for operating lease (which is inclusive of certain failed sale-leaseback transactions classified as notes receivable and investments in sales-type leases), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and annually, for certain equipment held for operating lease.
+Added: As described further in note 1(d) and 8 to the consolidated financial statements, the Company reviews its equipment held for operating lease (which is inclusive of certain failed sale-leaseback transactions classified as notes receivable and investments in sales-type leases), for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and annually, for certain equipment held for operating lease.
With respect to the annual review, indicators of impairment are identified by review of independent appraisals.
−Removed: If an indicator of impairment is identified, the Company performs an analysis of undiscounted forecasted cash flows over the life of the asset as compared to the asset book value.
−Removed: When an asset’s undiscounted forecasted cash flows are less than the book value, an impairment charge is recorded for the difference between carrying value and fair value.
+Added: If an indicator of impairment is identified, the Company performs an analysis of undiscounted forecasted cash flows over the life of the asset as compared to the asset’s book value.
+Added: When an asset’s undiscounted forecasted cash flows are less than its book value, an impairment charge is recorded for the difference between the carrying value and fair value.
Fair value is determined by reference to independent appraisals, quoted market prices (e.g., an offer to purchase) and other factors considered relevant by the Company.
67 unchanged sentences
Investments in sales-type leases, net of allowances of $17 and $22 at December 31, 2025 and 2024, respectively
+Added: 16,595 21,606
Other assets 109,360 56,045
9 unchanged sentences
Redeemable preferred stock ($0.01 par value, 5,000 shares authorized;
−Removed: 3,250 shares and 2,500 issued at December 31, 2024 and December 31, 2023, respectively)
+Added: 3,250 shares issued at December 31, 2025 and 2024, respectively)
63,401 63,122
4 unchanged sentences
Retained earnings 590,785 491,439
−Removed: Accumulated other comprehensive income, net of income tax expense of $ 1,981 and $ 3,276 at December 31, 2024 and 2023, respectively
+Added: Accumulated other comprehensive (loss) income, net of income tax (benefit) expense of $(395) and $1,981 at December 31, 2025 and 2024, respectively
+Added: (1,387) 6,899
Total shareholders’ equity 662,137 549,338
16 unchanged sentences
(In thousands, except per share data)
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
Lease rent revenue $ 291,633 $ 238,236
3 unchanged sentences
Gain on sale of leased equipment 54,025 45,063
+Added: Gain on sale of financial assets 378 —
Maintenance services revenue 25,492 24,158
9 unchanged sentences
Interest expense 132,060 104,764
+Added: Loss on debt extinguishment 3,081 —
Total net finance costs 135,141 104,764
1 unchanged sentence
Income from operations 104,292 144,398
+Added: Gain on sale of business 42,950 —
Income from joint ventures 13,365 8,247
16 unchanged sentences
(In thousands)
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
Net income $ 113,758 $ 108,612
2 unchanged sentences
Unrealized loss on derivative instruments (13,877) (5,472)
−Removed: Reclassification of gain on derivative instruments to interest expense — ( 247 )
+Added: Reclassification of loss on derivative instruments to interest expense 2,980 —
Unrealized loss on derivative instruments at joint venture (628) (205)
12 unchanged sentences
Preferred Stock Common Stock Paid-in Capital in Retained Comprehensive Total Shareholders’
−Removed: Shares Amount Shares Amount Excess of par Earnings Income Equity
+Added: Shares Amount Shares Amount Excess of par Earnings Income (Loss) Equity
Balances at December 31, 2023 2,500 $ 49,964 6,849 $ 68 $ 29,667 $ 397,781 $ 11,447 $ 438,963
4 unchanged sentences
— — — — — — (4,239) (4,239)
−Removed: Net realized gain from derivative instruments, net of tax expense of $ 55
−Removed: — — — — — — ( 192 ) ( 192 )
Shares issued under stock compensation plans — — 470 5 257 — — 262
−Removed: Cancellation of restricted stock units in satisfaction of withholding tax — — ( 111 ) ( 1 ) ( 5,792 ) — — ( 5,793 )
+Added: Cancellation of restricted stock in satisfaction of withholding tax — — (146) (1) (8,243) — — (8,244)
Stock-based compensation, net of forfeitures — — — — 29,247 — — 29,247
+Added: Issuance of preferred stock 750 13,050 — — — — — —
Accretion of preferred shares issuance costs — 108 — — — (108) — (108)
+Added: Common stock cash dividends paid ($1.50 per share)
+Added: — — — — — (10,720) — (10,720)
Preferred stock dividends ($1.53 per share)
— — — — — (4,126) — (4,126)
−Removed: Cumulative effect due to adoption of new accounting standard — — — — — ( 84 ) — ( 84 )
Balances at December 31, 2024 3,250 63,122 7,173 72 50,928 491,439 6,899 549,338
Net income — — — — — 113,758 — 113,758
−Removed: Net unrealized loss from currency translation adjustment, net of tax benefit of $ 105
+Added: Net unrealized gain from currency translation adjustment, net of tax expense of $192
— — — — — — 671 671
1 unchanged sentence
— — — — — — (11,272) (11,272)
+Added: Net realized loss from derivative instruments, net of tax benefit of $665
+Added: — — — — — — 2,315 2,315
+Added: Shares repurchased — — (30) — (3,788) — — (3,788)
Shares issued under stock compensation plans — — 614 5 245 — — 250
1 unchanged sentence
Stock-based compensation, net of forfeitures — — — — 44,566 — — 44,566
−Removed: Issuance of preferred stock 750 13,050 — — — — — —
Accretion of preferred shares issuance costs — 279 — — — (279) — (279)
9 unchanged sentences
(In thousands)
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
Cash flows from operating activities:
3 unchanged sentences
Gain on sale of leased equipment (54,025) (45,063)
−Removed: Payments received on sales-type leases 30,510 4,570
Stock-based compensation expense 44,566 29,247
−Removed: Accretion of deferred costs and note discounts 10,293 6,150
−Removed: Income from joint ventures ( 8,247 ) ( 2,908 )
+Added: Gain on sale of business (42,950) —
Write-down of equipment 32,947 11,228
−Removed: Allowances and provisions ( 716 ) 838
+Added: Income from joint ventures (13,365) (8,247)
+Added: Accretion of deferred costs and note discounts 10,789 10,293
+Added: Payments received on sales-type leases 6,215 30,510
+Added: Loss on debt extinguishment 3,081 —
+Added: Loss on derivative instruments 2,980 —
Amortization of contract-based intangible asset 1,497 2,749
−Removed: Gain on insurance proceeds ( 73 ) ( 761 )
−Removed: Gain on derivative instruments — ( 247 )
+Added: Allowances and provisions (544) (716)
+Added: Gain on sale of financial assets (378) —
Loss on disposal of property, equipment and furnishings 45 —
+Added: Gain on insurance proceeds — (73)
Deferred income taxes 45,875 38,581
12 unchanged sentences
Proceeds from sale of equipment (net of selling expenses) 269,662 171,153
−Removed: Issuance of notes receivable ( 101,768 ) ( 15,397 )
Purchase of property, equipment and furnishings (31,082) (15,631)
+Added: Proceeds from sale of business 21,938 —
Payments received on notes receivable 16,910 10,582
+Added: Contributions to joint ventures (9,246) —
+Added: Issuance of notes receivable — (101,768)
Insurance proceeds received on property, equipment and furnishings — 1,235
−Removed: Insurance proceeds received on equipment — 2,189
Net cash used in investing activities (256,397) (764,908)
2 unchanged sentences
Principal payments on debt obligations (1,221,509) (840,038)
−Removed: Proceeds from issuance of preferred stock, net 13,050 —
+Added: Cancellation of restricted stock units in satisfaction of withholding tax (19,289) (8,244)
Debt issuance costs (14,584) (11,580)
Common stock cash dividends paid (8,720) (10,720)
−Removed: Cancellation of restricted stock units in satisfaction of withholding tax ( 8,244 ) ( 5,793 )
Preferred stock dividends (5,710) (3,460)
+Added: Repurchase of common stock (3,788) —
Proceeds from shares issued under stock compensation plans 250 262
−Removed: Net cash provided by (used in) financing activities 444,975 ( 57,944 )
−Removed: (Decrease) increase in cash, cash equivalents and restricted cash ( 35,527 ) 79,013
+Added: Proceeds from issuance of preferred stock — 13,050
+Added: Net cash provided by financing activities 387,601 444,975
+Added: Increase (decrease) in cash, cash equivalents and restricted cash 414,439 (35,527)
Cash, cash equivalents and restricted cash at beginning of period 132,502 168,029
5 unchanged sentences
Supplemental disclosures of non-cash activities:
−Removed: Transfers from Equipment held for operating lease to Investments in sales-type leases $ 43,370 $ 6,898
Transfers from Equipment held for operating lease to Equipment held for sale $ 41,505 $ 25,907
−Removed: Transfers from Equipment held for operating lease to Spare parts inventory $ 4,521 $ 667
−Removed: Transfers from Spare parts inventory to Equipment held for operating lease $ 4,514 $ —
+Added: Transfers from Notes receivable to Equipment held for operating lease $ 24,544 $ —
+Added: Contributions to joint ventures $ 22,500 $ —
+Added: Proceeds from sale of business $ 22,500 $ —
Non-cash additions to Equipment held for operating lease (1) $ 8,145 $ 8,939
+Added: Transfers from Spare parts inventory to Equipment held for sale $ 3,975 $ —
+Added: Transfers from Equipment held for sale to Equipment held for operating lease $ 1,381 $ —
+Added: Transfers from Equipment held for operating lease to Spare parts inventory $ 1,743 $ 4,521
+Added: Transfers from Notes receivable to Equipment held for sale $ 1,374 $ —
+Added: Transfers from Equipment held for operating lease to Investments in sales-type leases $ 821 $ 43,370
Accretion of preferred stock issuance costs $ 279 $ 108
+Added: Transfers from Spare parts inventory to Equipment held for operating lease $ — $ 4,514
________________________________________________________
During 2025, the Company engaged in exchange transactions involving monetary consideration with third parties in which the Company sold aircraft engine(s) in exchange for the purchase of aircraft engine(s).
+Added: These transactions were accounted for under Accounting Standards Codification (“ASC”) 805, “Business Combinations,” and ASC 845, “Nonmonetary Transactions,” and resulted in a total of $8.1 million in non-cash additions to equipment held for operating lease for the associated total gain.
+Added: During 2024, the Company engaged in exchange transactions involving monetary consideration with third parties in which the Company sold aircraft engine(s) in exchange for the purchase of aircraft engine(s).
These transactions were accounted for under ASC 805 and ASC 845 and resulted in a total of $7.7 million in non-cash additions to equipment held for operating lease for the associated total gain.
In addition, the Company had $1.2 million in non-cash additions to equipment held for operating lease related to purchases included in accrued expenses.
−Removed: During 2023, the Company engaged in exchange transactions involving monetary consideration with third parties in which the Company sold aircraft engine(s) in exchange for the purchase of aircraft engine(s).
−Removed: These transactions were accounted for under ASC 805 and ASC 845 and resulted in a total of $ 2.8 million in non-cash additions to equipment held for operating lease for the associated total gain, $ 0.4 million of which was deferred.
See accompanying notes to the consolidated financial statements.
9 unchanged sentences
(“Willis Aero”) is a wholly-owned and vertically-integrated subsidiary whose primary focus is the sale of aircraft engine parts and materials through the acquisition or consignment of aircraft engines.
−Removed: Willis Asset Management Limited (“Willis Asset Management”) is a wholly-owned and vertically-integrated subsidiary whose primary focus is the engine management and consulting business.
Willis Engine Securitization Trust III (“WEST III” or the “WEST III Notes”) is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an asset-backed securitization (“ABS”), of which the Company is the sole beneficiary.
2 unchanged sentences
WEST IV is a VIE which the Company owns 100% of the interest and consolidates in its financial statements.
+Added: In 2025, the Company paid off both its WEST IV Series A and Series B 2018 term notes payable.
Willis Engine Structured Trust V (“WEST V” or the “WEST V Notes”) is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an ABS, of which the Company is the sole beneficiary.
2 unchanged sentences
WEST VI is a VIE which the Company owns 100% of the interest and consolidates in its financial statements.
−Removed: In 2023, the Company and its direct, wholly-owned subsidiary, Willis Engine Structured Trust VII (“WEST VII”), closed its offering of $ 410.0 million aggregate principal amount of fixed rate notes (the “WEST VII Notes”).
−Removed: WEST VII is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an ABS, of which the Company is the sole beneficiary.
+Added: Willis Engine Structured Trust VII (“WEST VII” or the “WEST VII Notes”) is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an ABS, of which the Company is the sole beneficiary.
WEST VII is a VIE which the Company owns 100% of the interest and consolidates in its financial statements.
−Removed: In 2024, the Company and its direct, wholly-owned subsidiary, Willis Warehouse Facility LLC (“WWFL”), entered into a secured credit agreement with the Bank of Utah as security trustee and administrative agent and Bank of America, N.A.
+Added: In 2025, the Company and its direct, wholly-owned subsidiary Willis Engine Structured Trust VIII (“WEST VIII”), closed WEST VIII’s offering of $596.0 million in aggregate principal amount of fixed rate notes (the “WEST VIII Notes”).
+Added: WEST VIII is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an ABS, of which the Company is the sole beneficiary.
+Added: WEST VIII is a VIE which the Company owns 100% of the interest and consolidates in its financial statements.
+Added: In 2025, the Company and its direct, wholly-owned subsidiary, Willis Engine Structured Trust IX (“WEST IX”), closed its offering of $392.9 million in aggregate principal amount of fixed rate notes (the “WEST IX Notes”).
+Added: WEST IX is a bankruptcy remote special purpose vehicle which was established for the purpose of financing aircraft engines through an ABS, of which the Company is the sole beneficiary.
+Added: WEST IX is a VIE which the Company owns 100% of the interest and consolidates in its financial statements.
+Added: In 2024, the Company and its direct, wholly-owned subsidiary, Willis Warehouse Facility LLC (“WWFL”), entered into a non-recourse, senior secured warehouse credit agreement with the Bank of Utah as security trustee and administrative agent and Bank of America, N.A.
as facility agent.
−Removed: The secured credit agreement provides for a five-year non-recourse, senior secured warehouse credit facility with an availability period of two years and an initial committed amount of up to $ 500.0 million.
−Removed: Proceeds from the Credit Facility will be used to finance the acquisition of certain assets, including (i) aircraft engines, (ii) airframes and (iii) loan assets that are secured by aircraft engines or airframes.
+Added: The secured credit agreement provides for an initial committed amount of up to $500.0 million.
+Added: Proceeds from the warehouse credit facility will be used to finance the acquisition of certain assets, including (i) aircraft engines, (ii) airframes and (iii) loan assets that are secured by aircraft engines or airframes.
+Added: The warehouse credit agreement was amended in 2025 to among other things, (i) extend the availability period of the commitments to May 2027, (ii) extend the final repayment date to May 2030, (iii) provide more favorable asset advance rates to WWFL, and (iv) reduce fees.
WWFL is a VIE which the Company owns 100% of the interest and consolidates in its financial statements.
−Removed: Principal and interest on the WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes are payable monthly to the extent of available cash in accordance with a priority of payments included in the respective indenture agreements.
+Added: Principal and interest on the WEST III, WEST V, WEST VI, WEST VII, WEST VIII, and WEST IX Notes are payable monthly to the extent of available cash in accordance with a priority of payments included in the respective indenture agreements.
Interest on the loans under the senior secured warehouse credit facility are payable monthly.
−Removed: The WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes, as well as the loans under the senior secured warehouse credit facility, are secured by, among other things, the direct and indirect interests in a portfolio of assets of the respective ABS or senior secured warehouse credit facility.
−Removed: The WEST III, WEST IV, WEST V, WEST VI, and WEST VII Notes have scheduled amortizations and are payable solely from revenue received from the lease portfolios, after payment of certain expenses of the respective ABS.
−Removed: The assets of WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are not available to satisfy the Company’s obligations other than the obligations specific to the respective ABS or senior secured warehouse credit facility.
−Removed: WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are consolidated for financial statement presentation purposes, with the respective assets and liabilities on the Company’s Consolidated Balance Sheets.
+Added: The WEST III, WEST V, WEST VI, WEST VII, WEST VIII, and WEST IX Notes, as well as the loans under the senior secured warehouse credit facility, are secured by, among other things, the direct and indirect interests in a portfolio of assets of the respective ABS or senior secured warehouse credit facility.
+Added: The WEST III, WEST V, WEST VI, WEST VII, WEST VIII, and WEST IX Notes have scheduled amortizations and are payable solely from revenue received from the lease portfolios, after payment of certain expenses of the respective ABS.
+Added: The assets of WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL are not available to satisfy the Company’s obligations other than the obligations specific to the respective ABS or senior secured warehouse credit facility.
+Added: WEST III, WEST IV, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL are consolidated for financial statement presentation purposes, with the respective assets and liabilities on the Company’s Consolidated Balance Sheets.
The ability of each ABS, as well as WWFL’s ability to make distributions and pay dividends to the Company are subject to the prior payments of its debt and other obligations and maintenance of adequate reserves and capital.
1 unchanged sentence
Additionally, a portion of the maintenance reserve payments and lease security deposits are formulaically accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively.
−Removed: Additionally, in connection with WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL, the Company entered into servicing agreements and administrative agency agreements to provide certain engine, lease management and reporting functions in return for fees based on a percentage of collected lease revenues and asset sales.
−Removed: Because WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are consolidated for financial statement reporting purposes, all fees eliminate upon consolidation.
+Added: Additionally, in connection with WEST III, WEST IV, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL, the Company entered into servicing agreements and administrative agency agreements to provide certain engine, lease management and reporting functions in return for fees based on a percentage of collected lease revenues and asset sales.
+Added: Because WEST III, WEST IV, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL are consolidated for financial statement reporting purposes, all fees eliminate upon consolidation.
(b) Basis of Presentation and Principles of Consolidation
4 unchanged sentences
Intercompany transactions and balances have been eliminated in consolidation.
−Removed: Certain reclassifications have been made to the prior year presentation to conform to the current year presentation.
−Removed: These reclassifications had no effect on the reported total revenue, income from operations, or net income.
−Removed: The following is a summary of the changes to the presentation in the Consolidated Statements of Income for the year ended December 31, 2023:
−Removed: • Maintenance services revenue predominantly represents fleet management, engine and aircraft storage and repair services, and revenue related to management of fixed base operator services.
−Removed: In prior years, these revenues were included in Other revenue.
−Removed: For the year ended December 31, 2023, the reclassification resulted in an increase of $ 24.2 million in Maintenance services revenues and a decrease of $ 24.2 million in Other revenue.
−Removed: • Cost of maintenance services predominantly represents the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services.
−Removed: In prior years, these expenses were predominantly included in General and administrative expense.
−Removed: For the year ended December 31, 2023, the reclassification resulted in a net increase of $ 21.2 million in Cost of maintenance services, a decrease of $ 29.0 million in General and administrative expense, and a net increase in Technical expense of $ 7.9 million.
(c) Revenue Recognition
15 unchanged sentences
Inability to collect receivables or to repossess engines or other leased equipment in the event of a default by a lessee could have a material adverse effect on the Company.
−Removed: The Company estimates an allowance for doubtful accounts for receivables it does not consider fully collectible.
−Removed: The allowance for doubtful accounts includes the following:
−Removed: (1) specific reserves for receivables which are impaired for which management believes full collection is doubtful, and (2) a general reserve for estimated losses based on historical experience.
+Added: The Company estimates a general allowance for doubtful accounts for receivables based on historical experience.
The Company also estimates an allowance for credit losses.
Receivables, net of allowances, include amounts billed to customers in which the right to payment is unconditional.
−Removed: The Company maintains an allowance for trade receivables to provide for the estimated amount that will not be collected, even when the risk of loss is remote.
+Added: The Company maintains an allowance for credit losses under trade receivables to provide for the estimated amount that will not be collected, even when the risk of loss is remote.
+Added: The allowance for credit losses includes the following:
+Added: (1) specific reserves for receivables which are impaired for which management believes full collection is doubtful, and (2) a general reserve for estimated losses.
The allowance is measured on a collective pool basis when similar risk characteristics exist and is established as a percentage of accounts receivable.
4 unchanged sentences
Notes receivable and investments in sales-type leases, net of allowances, represent the current remaining balances that the Company expects to collect for failed sale-leaseback transactions and sales-type leases.
−Removed: The Company establishes allowances for credit losses to cover probable but specifically unknown losses existing in the portfolio.
+Added: The Company establishes allowances for credit losses under notes receivable and investments in sales-type leases to cover probable but specifically unknown losses existing in the portfolio.
In doing so, the Company categorizes financial assets by pools with similar risk characteristics, including whether the financial asset is collateral-backed and whether the customer is placed on non-accrual status.
2 unchanged sentences
Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowances for credit losses.
−Removed: Two customers accounted for approximately 11 % each of total lease rent revenue during the year ended December 31, 2024.
+Added: Accounts receivable and the related allowances are as follows:
+Added: 2025 2024 2023
+Added: (in thousands)
+Added: Accounts receivable $ 36,585 $ 39,607 $ 60,796
+Added: Allowances (868) (1,316) (2,311)
+Added: Total, net $ 35,717 $ 38,291 $ 58,485
One customer accounted for approximately 13% of total lease rent revenue during the year ended December 31, 2025.
−Removed: One customer accounted for 11 % and 12 %, respectively, of total receivables during the years ended December 31, 2024 and 2023.
+Added: Two customers accounted for approximately 11%, each, of total lease rent revenue during the year ended December 31, 2024.
+Added: One customer accounted for 15% of total receivables as of December 31, 2025.
+Added: One customer accounted for 11% of total receivables as of December 31, 2024.
Spare parts sales
3 unchanged sentences
Title passes to the buyer when the goods are shipped, the buyer is responsible for any loss in transit, and the Company has a legal right to payment for the spare parts.
−Removed: Management has determined that physical acceptance of the spare parts to be a formality in accordance with Accounting Standards Codification (“ASC”) 606-10-5-86.
+Added: Management has determined that physical acceptance of the spare parts to be a formality in accordance with ASC 606-10-5-86, “Revenue from Contracts with Customers.”
The spare parts transaction price is a fixed dollar amount and is stated on each purchase order for a fixed amount by total number of parts.
22 unchanged sentences
Gain on sale of financial assets
−Removed: Some of the Company’s leases are recorded as financial assets and classified as notes receivable under ASC 842 as they are failed sale-leaseback transactions.
−Removed: The Company may sell its engines that are classified as notes receivable, and the net gain or loss on such sales is recognized as revenue and consists of proceeds associated with the sale less the net book value of the asset sold and any direct costs associated with the sale.
+Added: Some of the Company’s leases are recorded as financial assets and classified as notes receivable under ASC 842, “Leases,” as they are failed sale-leaseback transactions.
+Added: The Company may sell its equipment classified as notes receivable, and the net gain or loss on such sales is recognized as revenue and consists of proceeds associated with the sale less the net book value of the asset sold and any direct costs associated with the sale.
To the extent that deposits associated with the equipment are not included in the sale, any such amount is included in the calculation of gain or loss.
13 unchanged sentences
Other revenue consists primarily of managed service fee revenue related to the servicing of engines for the Willis Mitsui & Company Engine Support Limited (“WMES”) lease portfolio.
−Removed: These services include management of the WMES lease portfolio, which occurs on an ongoing basis, as well as marketing, which occurs on a transactional basis.
+Added: These services include management of the WMES lease portfolio, which occurs on an ongoing basis, as well as marketing and procurement, which occurs on a transactional basis.
Revenue related to ongoing services is recognized on a monthly basis, and revenue related to transactional services is recognized upon close of the sale.
Payments are typically due upon receipt.
−Removed: The following table presents a summary of revenue based on location of customer (in thousands):
+Added: The following table presents a summary of revenue based on location of customer:
Year Ended December 31,
2 unchanged sentences
Europe 183,677 134,509
−Removed: Asia-Pacific (excluding India) 106,837 68,581
India 137,769 92,483
+Added: Asia-Pacific 110,872 106,837
Canada 41,694 42,077
1 unchanged sentence
Central America 7,676 3,130
+Added: Africa 4,583 48
Middle East 851 937
−Removed: Other 146 347
Total revenue $ 730,241 $ 569,223
13 unchanged sentences
The other leased parts and related equipment owned by the Company are generally depreciated on a straight-line basis over an estimated useful life of 14 to 15 years to a 25% residual value.
−Removed: The useful lives of older generation engines and aircraft may be significantly less based upon the technical status of the engine, as well as supply and demand factors.
+Added: The useful lives of older generation engines and aircraft may be significantly less based upon the technical status of the asset, as well as supply and demand factors.
For these older generation engines and aircraft, the remaining useful lives and the remaining expected holding periods are typically the same.
13 unchanged sentences
(e) Equipment Held for Sale
−Removed: Equipment held for sale includes assets being marketed for sale as well as third-party consigned assets.
+Added: Equipment held for sale includes assets being marketed for sale, as well as third-party consigned assets, that management has approved to be classified as held for sale.
The assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell.
(f) Debt Issuance Costs and Related Fees
−Removed: Fees paid in order to secure debt are capitalized, included in Debt obligations on the Consolidated Balance Sheets, and amortized over the life of the related loan using the effective interest method.
+Added: Fees paid in order to secure debt are capitalized, included in Debt obligations on the Consolidated Balance Sheets as a direct reduction from the carrying amount of the related debt liability, and amortized over the life of the related loan using the effective interest method.
Interest expense related to the accretion of debt issuance costs and note discounts was $7.8 million and $7.6 million in 2025 and 2024, respectively.
19 unchanged sentences
(i) Property, Equipment and Furnishings
−Removed: Property, equipment and furnishings are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets, which range from three to 39 years.
−Removed: Leasehold improvements are recorded at cost and depreciated by the straight-line method over the shorter of the lease term or useful life of the leasehold.
+Added: Property, equipment and furnishings are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets.
+Added: Estimated useful lives generally range from 25 to 39 years for buildings, five to ten years for furniture and fixtures, three to ten years for computer software, three to five years for computer equipment, five to ten years for machinery, 10 for tooling, 17 years for company aircraft, and 5 years for vehicles.
+Added: Leasehold improvements are recorded at cost and depreciated by the straight-line method over the shorter of the lease term or useful life of the leasehold, which generally range from five to 15 years.
+Added: Property, equipment and furnishings by major class is presented in the following table:
+Added: (in thousands)
+Added: Land $ 4,440 $ 4,440
+Added: Buildings 32,497 11,723
+Added: Leasehold Improvements 529 529
+Added: Furniture & Fixtures 3,021 2,023
+Added: Computer Software 2,591 2,113
+Added: Computer Equipment 3,938 3,123
+Added: Machinery 3,678 3,098
+Added: Tooling 16,524 12,105
+Added: Company Aircraft 27,152 27,122
+Added: Vehicles 658 536
+Added: Assets in Progress 6,676 4,033
+Added: Property, equipment & furnishings, gross 101,704 70,845
+Added: Accumulated depreciation (27,869) (22,784)
+Added: Property, equipment & furnishings, net $ 73,835 $ 48,061
(j) Cash and Cash Equivalents
1 unchanged sentence
(k) Restricted Cash
−Removed: The Company has certain bank accounts that are subject to restrictions in connection with its WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL debt.
+Added: The Company has certain bank accounts that are subject to restrictions in connection with its WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL debt.
Under these borrowings, cash is collected in restricted accounts, which are used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.
Additionally, a portion of projected maintenance obligations and some or all of the lease security deposits are accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively.
−Removed: Under WEST III, cash equal to a portion of the projected maintenance obligations for the subsequent nine months is held in a restricted account and is subject to a minimum balance of $ 9.4 million.
−Removed: Under WEST IV, cash equal to a portion of the projected maintenance obligations for the subsequent ten months is held in a restricted account and is subject to a minimum balance of $ 4.5 million.
−Removed: Under WEST V, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of $ 5.0 million.
−Removed: Under WEST VI, WEST VII, and WWFL, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of $ 1.0 million.
−Removed: Under WEST III, WEST IV, WEST V, and WEST VII, security deposits are held in restricted accounts equal to a portion of the security deposits for leases scheduled to terminate over the subsequent four months , in each case, subject to a minimum balance of $ 1.0 million.
−Removed: Under WEST VI, all security deposits for leases scheduled to terminate before the expected maturity date of the notes are held in a restricted account, subject to a minimum balance of $ 1.0 million.
+Added: Under WEST III, cash equal to a portion of the projected maintenance obligations for the subsequent nine months is held in a restricted account and is subject to a minimum balance of approximately $9.4 million.
+Added: Under WEST V, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of approximately $5.0 million.
+Added: Under WEST VI and WWFL, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of approximately $1.0 million.
+Added: Under WEST VII, cash equal to a portion of the projected maintenance obligations for the subsequent twelve months is held in a restricted account and is subject to a minimum balance of approximately $0.7 million.
+Added: Under WEST VIII and WEST IX, cash equal to a portion of the projected maintenance obligations for the subsequent eighteen months is held in a restricted account and is subject to a minimum balance of approximately $1.0 million.
+Added: Under WEST III and WEST V, security deposits are held in restricted accounts equal to a portion of the security deposits for leases scheduled to terminate over the subsequent four months, in each case, subject to a minimum balance of $1.0 million.
+Added: Under WEST VI, WEST VII, WEST VIII, and WEST IX, all security deposits for leases scheduled to terminate before the expected maturity date of the notes are held in a restricted account, subject to a minimum balance of $1.0 million.
Provided lease return conditions have been met, these deposits will be returned to the lessee.
8 unchanged sentences
Spare parts inventory is stated at lower of cost or net realizable value.
+Added: Cost is determined using the specific costing method.
An impairment charge for excess or inactive inventory is recorded based upon an analysis that considers current inventory levels, historical usage patterns, future sales expectations, and salvage value.
(m) Intangible Assets
−Removed: Intangible assets include customer relationships and goodwill at Willis Asset Management, which are accounted for in accordance with ASC 350, “Intangibles — Goodwill and Other.” Intangible assets also include contract assets, which result when lease contract terms are favorable as compared to market terms in asset acquisitions.
−Removed: As of December 31, 2024, intangible assets included goodwill of $ 1.0 million and a contract-based intangible asset of $ 1.9 million.
−Removed: Customer relationships are amortized on a straight-line basis over their estimated useful life of eight years .
−Removed: Contract assets amortize over the term of the respective contract.
−Removed: Aside from goodwill, the Company has no intangible assets with indefinite useful lives.
−Removed: Goodwill is assessed for impairment annually, at each year end.
+Added: As of December 31, 2025, intangible assets consisted of goodwill of $0.3 million.
+Added: Intangible assets may also include contract assets, which result when lease contract terms are favorable as compared to market terms in asset acquisitions.
(n) Other Assets
−Removed: Other assets typically include prepaid purchase deposits and other prepaid expenses.
+Added: Other assets typically include prepaid purchase deposits, other prepaid expenses, and Right-of-Use (“ROU”) assets.
As of December 31, 2025 and 2024, Other assets included prepaid deposits of $36.3 million and $4.4 million, respectively, relating to commitments to purchase equipment.
(o) Management Estimates
−Removed: These financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S.”).
+Added: These financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States (“U.S.”), formally referred to as Generally Accepted Accounting Principles (“GAAP”).
The preparation of consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
2 unchanged sentences
Actual results may differ from these estimates under different assumptions or conditions.
−Removed: Management believes that the accounting policies on revenue recognition, useful life of equipment, asset residual values, asset impairment, allowance for doubtful accounts, and allowance for credit losses are critical to the results of operations.
+Added: Management believes that the accounting policies on revenue recognition, useful life of equipment, asset residual values, asset impairment, allowance for doubtful accounts, and allowance for credit losses are significant to the results of operations.
If the useful lives or residual values are lower than those estimated, upon sale of the asset a loss may be realized.
2 unchanged sentences
Basic earnings per common share is computed by dividing net income attributable to holders of common stock by the weighted average number of common shares outstanding for the period.
−Removed: Diluted earnings per common share is computed by dividing net income attributable to holders of common stock by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested restricted stock awards (“RSAs”).
+Added: Diluted earnings per common share is computed by dividing net income attributable to holders of common stock by the weighted average number of shares outstanding, adjusted for the dilutive effect of unvested restricted stock awards (“RSAs”) and stock options.
See Note 9 for more information on the computation of earnings per share.
(q) Investments
−Removed: The Company’s investments are joint ventures, in which it owns 50 % of the equity of the ventures and are accounted for using the equity method of accounting.
+Added: The Company’s investments are joint ventures which are accounted for using the equity method of accounting.
The investments are recorded at the amount invested plus or minus our share of net income or loss, less any distributions or return of capital received from the entities.
2 unchanged sentences
Stock-based compensation expense is recognized over the requisite service periods of the awards on a straight-line basis, which is generally commensurate with the vesting term.
+Added: As it relates to performance-based awards, accrual of compensation expense is based on the probable outcome of the performance condition.
Forfeitures are accounted for as they occur.
22 unchanged sentences
(w) Risks and Uncertainties
−Removed: Given the uncertainty in the rapidly changing market and economic conditions related to the current high interest rate and inflationary environment, we will continue to evaluate the nature and extent of the impact on the Company’s business and financial position.
−Removed: The ultimate extent of the effects of the current high interest rate and inflationary environment on the Company will depend on future developments, and such effects could exist for an extended period of time.
+Added: Given the uncertainty in the rapidly changing market and economic conditions related to the potential impact of changes in interest rates or inflation, as well as the impact of new or increased tariffs, we will continue to evaluate the nature and extent of the impact on the Company’s business and financial position.
+Added: The ultimate extent of the effects on the Company will depend on future developments, and such effects could exist for an extended period of time.
Other than what has been reflected in the Consolidated Financial Statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates or judgments or adjust the carrying value of its assets or liabilities.
1 unchanged sentence
(x) Recent Accounting Pronouncements
−Removed: Recent Accounting Pronouncements To Be Adopted by the Company
+Added: Recent Accounting Pronouncements Adopted by the Company
In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-05, “Business Combinations – Joint Venture Formations (Subtopic 805-60):
4 unchanged sentences
Joint ventures formed before the ASU’s effective date are permitted to apply the new guidance (1) retrospectively if they have “sufficient information” to do so or (2) prospectively if financial statements have not yet been issued (or made available for issuance).
−Removed: The Company adopted this accounting standard update effective January 1, 2025, and the Company does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.
+Added: The Company adopted this accounting standard update effective January 1, 2025, and there was no impact on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):
1 unchanged sentence
The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company expects to adopt this accounting standard update for the year ended December 31, 2025, and the Company does not expect the adoption of this guidance to have a significant impact on the consolidated financial statement disclosures.
+Added: The Company adopted this accounting standard update for the year ended December 31, 2025.
+Added: Recent Accounting Pronouncements To Be Adopted by the Company
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-04) Disaggregation of Income Statement Expenses.” The ASU requires public entities, on both an interim and annual basis, to disclose additional disaggregated information about specific expense categories in the notes to the financial statements.
1 unchanged sentence
The Company expects to adopt this accounting standard update for the year ended December 31, 2027 and is currently evaluating the potential effects on the consolidated financial statements and related disclosures.
+Added: In July 2025, the FASB issued ASU 2025-05, “Measurement of Credit Losses for Accounts Receivable and Contract Assets.” The ASU provides public entities with a practical expedient when estimating expected credit losses for accounts receivable and contract assets.
+Added: The practical expedient assumes that current conditions of the balance sheet do not change for the remaining life of the asset.
+Added: The ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted.
+Added: The Company expects to adopt this accounting standard update for the year ended December 31, 2026, and the Company does not expect the adoption of this guidance to have a significant impact on the consolidated financial statements.
+Added: In December 2025, the FASB issued ASU 2025-10, “Accounting for Government Grants Received by Business Entities.” The ASU provides guidance on the recognition, measurement, presentation, and disclosure of government grants.
+Added: The ASU is effective for fiscal years beginning after December 15, 2028, with early adoption permitted.
+Added: The Company is currently evaluating the impact of adopting this new pronouncement.
+Added: (y) Government Grants
+Added: Historically, there was no specific guidance in GAAP that addresses the recognition and measurement of government assistance received by a business entity.
+Added: In the absence of authoritative GAAP guidance, the Company considered the application of other authoritative accounting guidance by analogy and concluded that the guidance outlined in International Accounting Standard 20 – Accounting for Government Grants and Disclosures of Government Assistance (“IAS 20”) was the most appropriate.
+Added: Under IAS 20, grant income is recognized to the extent that there is reasonable assurance that the Company will comply with the conditions attached to the grant, and the grant will be received.
+Added: During the year ended December 31, 2025, the Company received approximately $6.3 million in government grant receipts for its sustainable aviation fuel project, related to a grant that was awarded to the Company in October 2023.
+Added: The Company believes it has complied with the grant conditions associated with these grant receipts, which primarily relate to providing evidence of completion of the funded activities.
+Added: The grant income was recorded as a deduction to related fees included in General and administrative expenses on the Consolidated Statements of Income.
+Added: During the year ended December 31, 2025, the Company received approximately $1.7 million in government grant receipts for its hangar construction project at Teesside International Airport.
+Added: The Company was awarded the grant in May 2025, the primary intent of which is job creation.
+Added: $1.5 million of the grant receipts was recorded as a liability in Accounts payable and accrued expenses on the Consolidated Balance Sheets and will be recorded as a deduction to personnel expenses included in General and administrative expenses as jobs are created.
+Added: During the year ended December 31, 2025, approximately $0.2 million of the grant receipts was recorded as a deduction to personnel expenses included in General and administrative expenses on the Consolidated Statements of Income.
As lessor, and as of December 31, 2025, the majority of our leases were operating leases with the exception of certain failed sale-leaseback transactions classified as notes receivable or investments in sales-type leases under the guidance provided by ASC 842.
−Removed: As lessee, the significant majority of leases the Company enters are for real estate (office and warehouse space for our operations) as well as automobiles.
+Added: As lessee, the significant majority of leases the Company enters are for real estate (office, hangar, and warehouse space for our operations) as well as automobiles.
These lease agreements do not contain any material residual value guarantees or material restrictive covenants.
4 unchanged sentences
, fixed rent, common-area maintenance costs, vehicle protection plans and other service fees) as elected under the practical expedient package provided by ASC 842.
−Removed: The Company’s leases have remaining lease terms of approximately two months to 13 years, some of which include options to renew or extend the lease term from one to five years .
+Added: The Company’s leases have remaining lease terms of approximately one month to 250 years, some of which include options to renew or extend the lease term from one to five years.
Our automobile leases include an option to purchase the vehicle at lease termination.
19 unchanged sentences
The components of lease expense were as follows:
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
Lease expense Classification 2025 2024
(in thousands)
+Added: Operating lease cost Cost of maintenance services $ 372 $ 116
Operating lease cost General and administrative 3,172 2,171
+Added: Operating lease cost Technical expense 2,710 1,948
Net lease cost $ 6,254 $ 4,235
Supplemental cash flow information related to leases was as follows:
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
(in thousands)
20 unchanged sentences
Substantially all leases relating to this equipment are denominated and payable in U.S.
−Removed: The Company leases equipment to lessees domiciled in eight geographic regions or countries.
+Added: The Company leases equipment to lessees domiciled in eight geographic regions.
The tables below set forth geographic information about the leased equipment grouped by domicile of the lessee (which is not necessarily indicative of the asset’s actual location):
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
Lease rent revenue 2025 2024
2 unchanged sentences
Europe 59,955 53,465
−Removed: Asia-Pacific (excluding India) 40,661 32,700
India 53,139 31,512
−Removed: South America 20,291 17,375
+Added: Asia-Pacific (excluding India) 40,795 40,661
Canada 21,032 18,659
+Added: South America 20,872 20,291
+Added: Africa 4,539 —
Central America 2,163 689
−Removed: Middle East — 631
Totals $ 291,633 $ 238,236
3 unchanged sentences
United States $ 828,162 $ 658,128
−Removed: Asia-Pacific (excluding India) 344,946 235,948
India 490,057 314,714
Europe 377,056 299,322
+Added: Asia-Pacific (excluding India) 273,350 344,946
South America 164,453 176,380
Canada 153,281 133,286
+Added: Africa 43,099 —
Central America 19,691 17,047
12 unchanged sentences
Leases expiring thereafter 127,058
−Removed: As of December 31, 2024, minimum future payments under non-cancelable operating leases were as follows:
+Added: As of December 31, 2025, minimum future payments due to the Company under non-cancelable operating leases were as follows:
Year (in thousands)
1 unchanged sentence
Thereafter 16,640
−Removed: As of December 31, 2024, minimum future payments under non-cancelable notes receivable and investments in sales-type leases were as follows:
+Added: As of December 31, 2025, minimum future payments due to the Company under non-cancelable notes receivable and investments in sales-type leases were as follows:
Year (in thousands)
7 unchanged sentences
Each partner holds a 50% interest in the joint venture, and the Company uses the equity method in recording investment activity.
−Removed: As of December 31, 2024, WMES owned a lease portfolio of 50 engines with a net book value of $ 328.9 million.
+Added: As of December 31, 2025, WMES owned a lease portfolio of 65 engines, one aircraft, and other parts and equipment with a net book value of $575.3 million.
In 2014, the Company entered into an agreement with China Aviation Supplies Import & Export Corporation (“CASC”) to participate in a joint venture named CASC Willis Lease Finance Company Limited (“CASC Willis”), a joint venture based in Shanghai, China.
1 unchanged sentence
CASC Willis acquires and leases jet engines to Chinese airlines and concentrates on the demand for leased commercial aircraft engines and aviation assets in the People’s Republic of China.
−Removed: As of December 31, 2024, CASC Willis owned a lease portfolio of four engines with a net book value of $ 37.3 million.
−Removed: WMES CASC Willis Total
+Added: As of December 31, 2025, CASC Willis owned a lease portfolio of six engines with a net book value of $50.4 million.
+Added: In March 2025, the Company entered into an agreement with independent MRO (Maintenance, Repair and Overhaul) provider Global Engine Maintenance to create a joint venture named Willis Global Engine Testing (“WGET”) to build an engine test facility in West Palm Beach, Florida.
+Added: The Company has a 70% membership interest, and Global Engine Maintenance has a 30% membership interest.
+Added: WGET is a VIE that the Company is not the primary beneficiary of since the power to direct the activities that most significantly impact WGET’s economic performance is shared between the Company and Global Engine Maintenance.
+Added: The Company’s considerations in determining the VIE most significant activities and whether the Company has the power to direct those activities include, but are not limited to, the VIE’s purpose and design and the matters that require unanimous approval from both parties.
+Added: Accordingly, the Company does not consolidate WGET, and the Company uses the equity method in recording investment activity.
+Added: The Company made an initial capital contribution of $1.6 million, which represents 70% of the cost of the land that the engine test facility is being built on.
+Added: WGET signed a contract related to the design of an engine test facility.
+Added: The Company anticipates its portion of the remaining committed amount, which will be funded through future contributions, to be approximately $33.1 million.
+Added: In May 2025, Willis Asset Management Limited (“WAML”), a wholly-owned subsidiary of the Company entered into a Share Purchase Agreement (the “SPA”), by and between WAML and WMES.
+Added: Pursuant to the SPA, WAML sold the entire issued share capital of Bridgend Asset Management Limited (“BAML”), a United Kingdom-based aviation consultancy business, to WMES for a total purchase price of $45.0 million subject to certain working capital adjustments.
+Added: The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $43.0 million for the Company.
+Added: In December 2025, the Company entered into a new investment fund partnership with Liberty Mutual Investments (“LMI”), the investment firm for Liberty Mutual Group.
+Added: The fund will invest up to $600 million in loan and loan-like engine financings and will be supported by a warehouse debt facility.
+Added: The Company has a General Partner interest through its equity investment in the fund but is not the majority holder.
+Added: LMI as the Limited Partner has substantive kick-out rights and can liquidate the fund upon a simple majority vote.
+Added: Per ASC 810, “Consolidation,” the fund is a Voting Interest Entity (“VOE”) that the Company does not consolidate.
+Added: There was no investment activity during the year ended December 31, 2025.
+Added: In December 2025, the Company entered into a new investment fund partnership with Blackstone Credit & Insurance (“BXCI”) to invest in current and next generation aircraft engines.
+Added: The fund plans to deploy over $1 billion into target asset types.
+Added: The Company has a General Partner interest through its equity investment in the fund but is not the majority holder.
+Added: BXCI as the Limited Partner has
+Added: substantive kick-out rights and can liquidate the fund upon a simple majority vote.
+Added: Per ASC 810, the fund is a VOE that the Company does not consolidate.
+Added: There was no investment activity during the year ended December 31, 2025.
+Added: WMES CASC Willis WGET Total
(in thousands)
Investment in joint ventures as of December 31, 2023 $ 40,047 $ 17,997 $ — $ 58,044
−Removed: Income (loss) from joint ventures ( 437 ) 3,345 2,908
+Added: Income from joint ventures 7,670 577 — 8,247
+Added: Distributions (2,756) (246) — (3,002)
Foreign currency translation adjustment — (414) — (414)
2 unchanged sentences
Income from joint ventures 10,520 2,868 (23) 13,365
−Removed: Distribution ( 2,756 ) ( 246 ) ( 3,002 )
+Added: Contributions 28,000 — 3,746 31,746
+Added: Distributions (3,766) — — (3,766)
Foreign currency translation adjustment — 863 — 863
3 unchanged sentences
“Other revenue” on the Consolidated Statements of Income includes management fees earned of $7.8 million and $4.8 million during the years ended December 31, 2025 and 2024, respectively, related to the servicing of engines for the WMES lease portfolio.
+Added: The Company recognized $3.0 million as a financial arrangement fee from WMES for assisting with the setup of their new revolving credit facility.
+Added: During 2025, the Company sold four engines and one airframe to WMES for a total of $52.7 million, which resulted in a total gain of $3.7 million for the Company.
+Added: Additionally, during 2025, the Company sold three engines to WMES for $55.6 million, which resulted in a trading profit of $1.4 million for the Company and is included in Spare parts and equipment sales and Cost of spare parts and equipment sales on the Company’s Consolidated Statements of Income.
During 2024, the Company sold four engines to WMES for $50.5 million, which resulted in a net gain of $12.7 million for the Company.
−Removed: During 2023, WMES sold one engine to the Company for $ 22.3 million, and the Company sold two engines to WMES for $ 28.8 million, which resulted in a net gain of $ 6.5 million for the Company.
−Removed: The Company subleases a WMES engine to a third party, with WMES as the head lessor.
−Removed: As of December 31, 2024 and 2023, the ROU asset and lease liability balances under this lease were $ 1.6 million, each, and $ 3.3 million, each, respectively.
−Removed: Unaudited summarized financial information for 100% of WMES is presented in the following table:
−Removed: Years Ended December 31,
+Added: During 2025, the Company purchased one engine from WMES for $7.2 million.
+Added: During 2024, the Company did not purchase any engines from WMES.
+Added: During 2025, the Company sold two engines to CASC Willis for $13.6 million, which resulted in a total gain of $1.5 million for the Company.
+Added: During 2024, the Company did not sell any engines to CASC Willis.
+Added: As of December 31, 2025 and December 31, 2024, the Company subleased one WMES engine to a third party, with WMES as the head lessor.
+Added: As of December 31, 2025 and 2024, the ROU asset and lease liability balances under the lease were $0.1 million, each, and $1.6 million, each, respectively.
+Added: During 2025, the Company paid WMES $1.2 million for fleet management services, which WMES provided through its purchase of BAML.
+Added: Unaudited summarized financial information for 100% of WMES is presented in the following tables:
+Added: Year Ended December 31,
(in thousands)
7 unchanged sentences
Total WMES net equity $ 168,598 $ 96,728
−Removed: The difference between the Company’s investment in WMES and 50 % of total WMES net equity, as well as the difference between the Company’s income or loss from WMES and 50 % of total WMES net income, is primarily attributable to the recognition of deferred gains, which are related to engines sold by WMES to the Company, and prior to the adoption of ASU 2017-05, related to engines sold by the Company to WMES.
+Added: The difference between the Company’s investment in WMES and 50% of total WMES net equity, as well as the difference between the Company’s income or loss from WMES and 50% of total WMES net income, is primarily attributable to the recognition of deferred gains, which are related to engines sold by WMES to the Company, and prior to the adoption of ASU 2017-05, related to engines both sold by WMES to the Company or sold by the Company to WMES.
+Added: The following table presents information about our nonconsolidated VIE in which we hold a variable interest:
+Added: December 31, 2025
+Added: VIE Assets VIE Liabilities Maximum Exposure to Loss
+Added: (in thousands)
+Added: WGET $ 5,321 $ 2 $ 3,723
+Added: Our maximum exposure to loss is limited to our investment.
+Added: In October 2025, WGET entered into a construction loan and an equipment loan with a bank, with the Company and Global Engine Maintenance as limited corporate guarantors in the event of default.
+Added: Each guarantor is only obligated up to their investment in WGET.
+Added: The bank will review the release of the limited corporate guarantees upon WGET’s adherence to certain conditions, including successfully demonstrating a minimum of three consecutive years of positive cash flow, no loan covenant violations, and no other events of default.
Debt Obligations
5 unchanged sentences
$ 650,000 $ 693,000
+Added: WEST IX Series A 2025 term notes payable at a fixed rate of interest of 5.16%, maturing in December 2050, secured by engines, airframes, and loan assets
+Added: WEST IX Series B 2025 term note payable at a fixed rate of interest of 5.70%, maturing in December 2050, secured by engines, airframes, and loan assets
+Added: WEST VIII Series A 2025 term notes payable at a fixed rate of interest of 5.58%, maturing in June 2050, secured by engines, airframes, and loan assets
+Added: WEST VIII Series B 2025 term note payable at a fixed rate of interest of 6.07%, maturing in June 2050, secured by engines, airframes, and loan assets
WEST VII Series A 2023 term notes payable at a fixed rate of interest of 8.00%, maturing in October 2048, secured by engines, airframes, and loan assets
10 unchanged sentences
WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66%, maturing in March 2045, secured by engines
−Removed: WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75 %, maturing in September 2043, secured by engines
−Removed: 199,846 212,157
−Removed: WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44 %, maturing in September 2043, secured by engines
−Removed: 27,338 29,024
+Added: WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75%, repaid in 2025
+Added: WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44%, repaid in 2025
WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69%, maturing in August 2042, secured by engines
2 unchanged sentences
19,152 21,659
−Removed: WWFL credit facility at a floating rate of interest of one-month term SOFR, plus 2.25 % at December 31, 2024, maturing in May 2029, secured by engines, airframes, and loan assets
−Removed: Note payable at a fixed rate of interest of 5.00 %, maturing in February 2033, secured by an engine
−Removed: Note payable at a fixed rate of interest of 4.59 %, maturing in November 2032, secured by an engine
+Added: Willis Warehouse Facility LLC (“WWFL”) credit facility at a floating rate of interest of one-month term SOFR, plus 2.25% at December 31, 2025 maturing in May 2030, secured by engines, airframes, and loan assets.
+Added: The WWFL credit facility has a committed amount of $500.0 million at December 31, 2025.
82,655 221,882
−Removed: Note payable at a fixed rate of interest of 4.23 %, maturing in June 2032, secured by an engine
+Added: Other fixed-rate engine notes (interest between 4.23% and 5.91%, and maturity dates between June 2032 and April 2034)
123,685 60,584
−Removed: Note payable at a fixed rate of interest of 3.18 %, matured in July 2024, secured by an aircraft
2,732,168 2,292,726
1 unchanged sentence
Total debt obligations $ 2,700,338 $ 2,264,552
+Added: In 2025, the Company paid off both its WEST IV Series A and Series B 2018 term notes payable, as well as paid down its WEST VII Series A 2023 term notes payable as part of its refinancing and capital restructuring.
+Added: In addition, there was $3.1 million in loss on debt extinguishment for the year ended December 31, 2025, associated with the refinance of WEST IV and WEST VII notes.
One-month term SOFR was 3.87% and 4.37% as of December 31, 2025 and 2024, respectively.
−Removed: As it relates to the $ 20.8 million, $ 22.1 million, and $ 17.7 million notes payable resulting from failed sale-leaseback transactions that are secured by engines, the Company has options to repurchase the engines in in March 2032 for $ 18.4 million, January 2032 for $ 17.7 million, and July 2031 for $ 17.0 million, respectively.
+Added: Certain notes payable totaling $123.7 million as of December 31, 2025 relate to failed sale-leaseback transactions that are secured by engines.
+Added: The Company has options to repurchase the underlying engines at predetermined amounts ranging from $16.9 million to $19.3 million per engine, between July 2031 and April 2033.
Principal outstanding at December 31, 2025, is expected to be repayable as follows:
4 unchanged sentences
Total $ 2,732,168
−Removed: In October 2024, the Company entered into a new, $ 1.0 billion, five-year , revolving credit facility with a consortium of lenders, refinancing its $ 500.0 million credit facility.
+Added: In December 2025, the Company and its direct, wholly-owned subsidiary WEST IX, closed WEST IX’s offering of $392.9 million in aggregate principal amount of fixed rate notes.
+Added: The WEST IX Notes were issued in two series, with the Series A Notes issued in an aggregate principal amount of $337.4 million and the Series B Notes issued in an aggregate principal amount of $55.5 million.
+Added: The WEST IX Notes are secured by, among other things, WEST IX’s direct and indirect ownership interests in a portfolio of aircraft engines and airframes.
+Added: The Series A Notes and Series B Notes have a fixed coupon of 5.16% and 5.70%, respectively, an expected maturity of approximately six years and a final maturity of 25 years.
+Added: The Series A Notes and Series B Notes were issued at a price of 99.99937% and 99.99686% of par, respectively.
+Added: In June 2025, the Company and its direct, wholly-owned subsidiary WEST VIII, closed WEST VIII’s offering of $596.0 million in aggregate principal amount of fixed rate notes.
+Added: The WEST VIII Notes were issued in two series, with the Series A Notes issued in an aggregate principal amount of $524.0 million and the Series B Notes issued in an aggregate principal amount of $72.0 million.
+Added: The WEST VIII Notes are secured by, among other things, WEST VIII’s direct and indirect ownership interests in a portfolio of aircraft engines and airframes.
+Added: The Series A Notes and Series B Notes have a fixed coupon of 5.58% and 6.07%, respectively, an expected maturity of approximately six years and a final maturity of 25 years.
+Added: The Series A Notes and Series B Notes were issued at a price of 99.99721% and 99.99711% of par, respectively.
+Added: In October 2024, the Company entered into a new, $1.0 billion, five-year, revolving credit facility (the “Credit Agreement”) with a consortium of lenders, refinancing its $500.0 million credit facility.
The purpose of the revolving credit facility is to finance the acquisition of equipment for lease as well as for general working capital purposes, with the amounts drawn under the facility not to exceed that which is allowed under the borrowing base as defined by the credit agreement.
1 unchanged sentence
On a quarterly basis, the interest rate is adjusted based on the Company’s leverage ratio, as calculated under the terms of the revolving credit facility.
−Removed: Under the revolving credit facility, some subsidiaries except WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL jointly and severally guarantee payment and performance of the terms of the loan agreement.
+Added: Under the revolving credit facility, some subsidiaries except WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL jointly and severally guarantee payment and performance of the terms of the loan agreement.
The guarantee would be triggered by a default under the agreement.
−Removed: In May 2024, WWFL, a wholly-owned subsidiary of the Company, entered into a secured credit agreement with the Bank of Utah as security trustee and administrative agent and Bank of America, N.A.
+Added: In May 2024, WWFL entered into a non-recourse, senior secured warehouse credit agreement with the Bank of Utah as security trustee and administrative agent and Bank of America, N.A.
as facility agent.
−Removed: The secured credit agreement provides for a five-year non-recourse, senior secured warehouse credit facility with an availability period of two years and an initial committed amount of up to $ 500.0 million.
+Added: The secured credit agreement provides for an initial committed amount of up to $500.0 million.
+Added: The warehouse credit agreement was amended in July 2025 to among other things, (i) extend the availability period of the commitments to May 2027, (ii) extend the final repayment date to May 2030, (iii) provide more favorable asset advance rates to WWFL, and (iv) reduce fees.
The purpose of the senior secured warehouse credit facility is to finance the acquisition of equipment for lease as well as for general working capital purposes, with the amounts drawn under the facility not to exceed that which is allowed under the borrowing base as defined by the credit agreement.
−Removed: As of December 31, 2024, $ 278.1 million was available under this facility.
+Added: As of December 31, 2025 and 2024, $417.3 million and $278.1 million were available under this facility.
On a quarterly basis, the interest rate is adjusted based on the Company’s leverage ratio, as calculated under the terms of the senior secured warehouse credit facility.
−Removed: Under the secured warehouse credit facility, some subsidiaries except WEST III, WEST IV, WEST V, WEST VI, and WEST VII jointly and severally guarantee payment and performance of the terms of the loan agreement.
+Added: Under the secured warehouse credit facility, some subsidiaries except WEST III, WEST IV, WEST V, WEST VI, WEST VII, WEST VIII, and WEST IX jointly and severally guarantee payment and performance of the terms of the loan agreement.
The guarantee would be triggered by a default under the agreement.
−Removed: In October 2023, the Company and its direct, wholly-owned subsidiary WEST VII, closed its offering of $ 410.0 million aggregate principal amount of fixed rate notes.
−Removed: The notes are secured by, among other things, WEST VII’s direct and indirect interests in a portfolio of aircraft engines and airframes.
−Removed: The notes have a fixed coupon of 8.00 %, an expected maturity in October 2029, and a final maturity date in October 2048.
−Removed: The notes were issued at a price of 98.84814 % of par.
−Removed: Principal on the notes is payable monthly to the extent of available cash in accordance with a priority of payments included in the indenture.
−Removed: The assets of WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are not available to satisfy the Company’s obligations other than the obligations specific to that WEST entity or WWFL.
−Removed: WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL are consolidated for financial statement presentation purposes.
−Removed: WEST III’s, WEST IV’s, WEST V’s, WEST VI’s, WEST VII’s, and WWFL’s abilities to make distributions and pay dividends to the Company are subject to the prior payments of their debt and other obligations and their maintenance of adequate reserves and capital.
−Removed: Under WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL, cash is collected in restricted accounts, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.
+Added: The assets of WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL are not available to satisfy the Company’s obligations other than the obligations specific to that WEST entity or WWFL.
+Added: WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL are consolidated for financial statement presentation purposes.
+Added: WEST III’s, WEST V’s, WEST VI’s, WEST VII’s, WEST VIII’s, WEST IX’s, and WWFL’s abilities to make distributions and pay dividends to the Company are subject to the prior payments of their debt and other obligations and their maintenance of adequate reserves and capital.
+Added: Under WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL, cash is collected in restricted accounts, which is used to service the debt and any remaining amounts, after debt service and defined expenses, are distributed to the Company.
Additionally, a portion of maintenance reserve payments and lease security deposits are formulaically accumulated in restricted accounts and are available to fund future maintenance events and to secure lease payments, respectively.
−Removed: The WEST III, WEST IV, WEST V, WEST VI, WEST VII, and WWFL indentures require that a minimum threshold of maintenance reserve and security deposit balances be held in restricted cash accounts.
−Removed: Virtually all of the Company’s debt requires ongoing compliance with the covenants of each financing, including debt and tangible net worth ratios, minimum interest coverage ratios, and other eligibility criteria including asset type, customer and geographic concentration restrictions.
−Removed: The Company also has certain negative financial covenants such as liens, advances, changes in business, sales of assets, dividends and stock repurchases.
+Added: The WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL indentures require that a minimum threshold of maintenance reserve and security deposit balances be held in restricted cash accounts.
+Added: Virtually all of the Company’s debt requires ongoing compliance with certain financial covenants, including debt and tangible net worth ratios, minimum interest coverage ratios, and other eligibility criteria including asset type, customer and geographic concentration restrictions.
+Added: The Company also has certain negative financial covenant obligations that relate to such items as liens, advances, changes in business, sales of assets, dividends and stock repurchases.
Compliance with these covenants is tested either monthly, quarterly or annually, as required, and the Company was in full compliance with all financial covenant requirements at December 31, 2025.
Derivative Instruments
−Removed: The Company periodically holds interest rate derivative instruments to mitigate exposure to changes in interest rates, predominantly one-month SOFR, with $ 914.9 million and $ 353.0 million of variable rate borrowings at December 31, 2024 and 2023, respectively.
+Added: The Company periodically holds interest rate derivative instruments to mitigate exposure to changes in interest rates, predominantly one-month term SOFR, with $732.7 million and $914.9 million of variable rate borrowings at December 31, 2025 and 2024, respectively.
As a matter of policy, management does not use derivatives for speculative purposes.
−Removed: As of December 31, 2024, the Company had six interest rate swap agreements.
−Removed: During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $ 100.0 million, two of which matured during the year ended December 31, 2024 and two of which had remaining terms of 13 months as of December 31, 2024.
−Removed: One interest rate swap agreement was entered into during 2019, having a notional amount of $ 100.0 million, which matured during the year ended December 31, 2024.
−Removed: During the year ended December 31, 2024, the Company entered into three fixed-rate interest swap agreements, each having notional amounts of $ 50.0 million, and with remaining terms of 53 months as of December 31, 2024.
−Removed: During the year ended December 31, 2024, the Company also entered into one fixed-rate interest swap agreement, having a notional amount of $ 75.0 million, and with a remaining term of 53 months as of December 31, 2024.
+Added: As of December 31, 2025, the Company had five interest rate swap agreements, with a total notional amount of $334.5 million.
+Added: During 2021, the Company entered into four fixed-rate interest swap agreements, each having notional amounts of $100.0 million, two of which matured during the year ended December 31, 2024 and two of which had remaining terms of one month as of December 31, 2025.
+Added: During the year ended December 31, 2024, the Company entered into three fixed-rate interest swap agreements, each having notional amounts of $50.0 million, two of which were terminated during the year ended December 31, 2025 and one of which had a remaining term of 41 months as of December 31, 2025.
+Added: During the year ended December 31, 2024, the Company also entered into one fixed-rate interest swap agreement, having a notional amount of $75.0 million.
+Added: During the year ended December 31, 2025, this fixed-rate interest swap agreement was partially terminated, reducing its notional amount to $34.5 million.
+Added: It had a remaining term of 41 months as of December 31, 2025.
+Added: During the year ended 2025, the Company entered into one fixed-rate interest swap agreement, having a notional amount of $50.0 million, and with a remaining term of 46 months as of December 31, 2025.
The derivative instruments were each designated as cash flow hedges at inception and recorded at fair value.
9 unchanged sentences
The Company applies hedge accounting and accounts for the change in fair value of its cash flow hedges through other comprehensive income for all derivative instruments that are effective and for which the related forecasted transaction is probable of occurring.
−Removed: The following table displays the total fair value of the Company’s outstanding fixed-rate interest swap agreements in the Consolidated Balance Sheets (each representing an asset and reflected within Other assets):
−Removed: Derivatives in Cash Flow Hedging Relationships As of December 31,
+Added: The following table displays the total pre-tax loss reclassified from accumulated other comprehensive income (“AOCI”) to earnings as a result of the terminations of the interest rate derivative instruments described above, as these forecasted transactions were no longer probable of occurring:
+Added: Derivative Assets
+Added: Derivatives in Cash Flow Hedging Relationships As of December 31, As of December 31,
+Added: Location of Loss 2025 2024
(in thousands)
−Removed: Interest rate contracts $ 10,989 $ 16,483
+Added: Interest rate contracts Interest expense $ 2,980 $ —
+Added: The following table displays the total fair value of the Company’s outstanding fixed-rate interest swap agreements in the Condensed Consolidated Balance Sheets:
+Added: Derivative Assets
+Added: Derivatives in Cash Flow Hedging Relationships As of December 31, As of December 31,
+Added: Balance Sheet Location 2025 2024
+Added: (in thousands)
+Added: Interest rate contracts Other assets $ 399 $ 10,989
+Added: Derivative Liabilities
+Added: Derivatives in Cash Flow Hedging Relationships As of December 31, As of December 31,
+Added: Balance Sheet Location 2025 2024
+Added: (in thousands)
+Added: Interest rate contracts Accounts payable and accrued expenses $ 286 $ —
The Company recorded an adjustment to interest expense of $(5.8) million and $(12.0) million during the years ended December 31, 2025 and 2024, respectively, from derivative investments.
4 unchanged sentences
(Effective Portion)
−Removed: Years Ended December 31,
+Added: Year Ended December 31,
(in thousands)
1 unchanged sentence
Total $ (13,877) $ (5,472)
−Removed: The effective portion of the change in fair value on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income and is reclassified into earnings in the period during which the transaction being hedged affects earnings or it is probable that the forecasted transaction will not occur.
+Added: The effective portion of the change in fair value on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income and is reclassified into earnings in the period during which the transaction being hedged affects earnings when it is determined to be improbable that the forecasted transaction will occur.
The ineffective portion of the hedges, if any, is recorded in earnings in the current period.
−Removed: There was no ineffectiveness in the hedges for the years ended December 31, 2024 and 2023.
Counterparty Credit Risk
1 unchanged sentence
The counterparties for the interest rate swaps are large financial institutions that possess investment grade credit ratings.
−Removed: Based on these ratings, the Company believes that the counterparties were credit-worthy and that their continuing performance under the hedging agreement is probable and does not require the counterparties to provide collateral or other security to the Company.
+Added: Based on these ratings, the Company believes that the counterparties are credit-worthy and that their continuing performance under the hedging agreements is probable and does not require the counterparties to provide collateral or other security to the Company.
The components of income before income taxes are as follows:
−Removed: Years ended December 31,
+Added: Year ended December 31,
(in thousands)
11 unchanged sentences
Total $ 41,202 $ 2,626 $ 205 $ 44,033
−Removed: The following is a reconciliation of the federal income tax expense at the statutory rate of 21% for the years ended December 31, 2024 and 2023 to the effective income tax expense:
−Removed: Years Ended December 31,
+Added: The Company adopted ASU 2023-09 for the year ended December 31, 2025.
+Added: The following is a reconciliation of the federal income tax expense at the statutory rate of 21% to the effective income tax expense for the year ended December 31, 2025:
+Added: December 31, 2025
+Added: (dollars in thousands) Amount Rate
+Added: Statutory federal income tax expense $ 33,728 21.0 %
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Foreign tax effects:
+Added: United Kingdom:
+Added: Statutory tax rate difference between United Kingdom and United States (731) (0.4) %
+Added: Disposition of property (9,105) (5.7) %
+Added: Legal and professional 1,614 1.0 %
+Added: Changes in valuation allowances 3,675 2.3 %
+Added: Other 812 0.5 %
+Added: Other foreign jurisdictions 789 0.5 %
+Added: Effect of cross-border tax laws:
+Added: Global Intangible Low-Taxed Income (“GILTI”) 6,872 4.3 %
+Added: Other (1,086) (0.7) %
+Added: Nontaxable or nondeductible items:
+Added: Nondeductible executive compensation 10,127 6.3 %
+Added: Restricted stock award shortfall (1,710) (1.1) %
+Added: Other adjustments 1,044 0.7 %
+Added: Effective income tax expense $ 46,849 29.2 %
+Added: ________________________________________________________
+Added: (1) The state and local jurisdiction that contribute to the majority (greater than 50%) of the tax effect in this category is Colorado.
+Added: The following is a reconciliation of the federal income tax expense at the statutory rate of 21% to the effective income tax expense, prior to the adoption of ASU 2023-09, for the year ended December 31, 2024:
(in thousands)
7 unchanged sentences
Effective income tax expense $ 44,033
−Removed: Permanent differences and other includes Subpart F income of $ 1.4 million from foreign operations for the year ended December 31, 2024.
+Added: Permanent differences and other includes Subpart F and GILTI income of $7.2 million from foreign operations and a tax benefit on disposition of the BAML business for $9.1 million for the year ended December 31, 2025.
The Company records tax expense or benefit for unusual or infrequent items discretely in the period in which they occur.
16 unchanged sentences
Reserves and allowances 1,544 4,629
+Added: Business interest expense carryforward 27,176 38,205
Other accruals 8,411 7,939
13 unchanged sentences
Net deferred tax liabilities $ (228,547) $ (185,049)
+Added: The following table summarizes the activity related to the Company’s valuation allowances:
+Added: Year ended December 31,
+Added: (in thousands)
+Added: Balance at beginning of year $ 3,137 $ 978
+Added: Additions 4,189 2,172
+Added: Deletions (618) (13)
+Added: Balance at year end $ 6,708 $ 3,137
As of December 31, 2025, the Company had net operating loss carry forwards of approximately $213.7 million for federal tax purposes, $0.6 million (tax effected) for state tax purposes, and $30.2 million for foreign tax purposes.
−Removed: The majority of the federal net operating loss carry forwards were generated in 2020 and can be carried forward indefinitely, and the state net operating loss carry forwards will expire at various times from 2026 to 2043.
−Removed: There is a $ 0.4 million valuation allowance for net operating losses in California that expires between 2034 and 2042 and a $ 0.1 million valuation allowance for net operating losses in Georgia that expires between 2032 and 2040.
−Removed: As of December 31, 2024, the Company had a $ 2.7 million valuation allowance for net operating losses in the UK, and there is a $ 3.1 million net operating loss carryforward in the UK that can be carried forward indefinitely.
+Added: The majority of the federal net operating loss carry forwards were generated in 2020 and can be carried forward indefinitely, and the state net operating loss carry forwards will expire at various times from 2026 to 2044, and the foreign net operating losses can be carried forward indefinitely.
+Added: The Company’s deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax loss carryforwards.
+Added: Current evidence does not suggest that we will realize sufficient taxable income of the appropriate character within the carryforward period to allow us to realize these deferred tax benefits.
+Added: If we were to identify and implement tax planning strategies to recover these deferred tax assets or generate sufficient income of the appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation allowances and a reduction of income tax expense.
+Added: There is a $0.3 million valuation allowance for net operating losses in California that expire between 2034 and 2042 and a $0.1 million valuation allowance for net operating losses in Georgia that expire between 2032 and 2042.
The Company’s ability to utilize the net operating loss and tax credit carry forwards in the future may be subject to restriction in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax law.
+Added: In 2025, the Company recognized a $6.3 million valuation allowance for trading losses in the United Kingdom.
+Added: This represented a net increase of $3.6 million in its United Kingdom valuation allowances, primarily due to increases in the deferred tax assets due to trading income losses.
+Added: In 2024, the Company recognized a $2.7 million valuation allowance for trading losses in the United Kingdom.
+Added: This represented a net increase of $2.2 million in 2024 to the valuation allowance, primarily due to increases in the deferred tax assets due to trading income losses.
Management believes that no valuation allowance is required on deferred tax assets related to federal net operating loss carry forwards, as it is more likely than not that all amounts are recoverable through future taxable income.
5 unchanged sentences
To the extent that the Company claims a net operating loss carryforward against future taxable income, those losses may be examined by the taxing authorities.
−Removed: The net change in the total valuation allowance during the year ended December 31, 2024 was $ 2.2 million.
It is the Company’s intention to reinvest undistributed earnings of their wholly-owned foreign operations and thereby indefinitely postpone their remittance.
2 unchanged sentences
income taxes.
+Added: The amount of cash income taxes paid by the Company was as follows:
+Added: As of December 31, 2025
+Added: (in thousands)
+Added: Federal $ 1,240
+Added: State and local
+Added: Florida 1,767
+Added: All other states 261
+Added: Income taxes, net of amounts refunded $ 3,424
+Added: The amount of cash income taxes paid by the Company during the years ended December 31, 2025 and 2024 was $3.4 million and $7.1 million, respectively.
Fair Value Measurements
−Removed: The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.
+Added: The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties in contrast to a forced sale or liquidation.
Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument.
19 unchanged sentences
The Company estimates the fair value of derivative instruments using a discounted cash flow technique.
−Removed: The net fair value of the interest rate swaps as of December 31, 2024 and December 31, 2023 was $ 11.0 million and $ 16.5 million, respectively, each representing an asset and reflected within Other assets on the Consolidated Balance Sheets.
+Added: The net fair value of the interest rate swaps as of December 31, 2025 was $0.1 million, representing an asset of $0.4 million and a liability of $0.3 million, and reflected within Other assets and Accounts payable and accrued expenses on the Consolidated Balance Sheets, respectively.
+Added: The net fair value of the interest rate swaps as of December 31, 2024 was $11.0 million, representing an asset and reflected within Other assets on the Consolidated Balance Sheets.
The Company recorded an adjustment to interest expense of $(5.8) million and $(12.0) million during the years ended December 31, 2025 and 2024, respectively, from derivative investments.
1 unchanged sentence
The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test.
+Added: On a quarterly basis, management monitors the lease portfolio for events which may indicate that a particular asset may need to be evaluated for potential impairment.
+Added: These events may include a decision to part-out or sell an asset, knowledge of specific damage to an asset, or supply/demand events which may impact the Company’s ability to lease an asset in the future.
+Added: On an annual basis, even absent any such ‘triggering event’, the Company evaluates the carrying value of the assets in our lease portfolio to determine if any impairment exists.
The Company determines fair value of long-lived assets held and used, such as Equipment held for operating lease and Equipment held for sale, by reference to independent appraisals, quoted market prices ( e.g.
−Removed: , an offer to purchase) and other factors.
+Added: , an offer to purchase), estimated future cash flows, changes in market conditions, and other factors.
An impairment charge is recorded when the carrying value of the asset exceeds its fair value.
−Removed: The Company used Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.
−Removed: Years Ended December 31,
+Added: The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale.
+Added: Write-down of Equipment
+Added: Year Ended December 31,
(in thousands)
2 unchanged sentences
Total $ 32,947 $ 11,228
−Removed: Write-downs of equipment to their estimated fair values totaled $ 11.2 million for the year ended December 31, 2024, primarily reflecting an adjustment of the carrying value of one airframe and 11 engines.
+Added: Write-downs of equipment to their estimated fair values totaled $32.9 million for the year ended December 31, 2025, primarily reflecting an adjustment of the carrying value of 28 engines.
As of December 31, 2025, included within equipment held for lease and equipment held for sale was $78.2 million in remaining book value of 29 assets which were previously written down.
−Removed: Write-downs of equipment to their estimated fair values totaled $ 4.4 million for the year ended December 31, 2023, primarily reflecting an adjustment of the carrying value of five engines and two airframes.
+Added: Write-downs of equipment to their estimated fair values totaled $11.2 million for the year ended December 31, 2024, primarily reflecting an adjustment of the carrying value of one airframe and 11 engines.
As of December 31, 2024, included within equipment held for lease and equipment held for sale was $50.8 million in remaining book value of 16 assets which were previously written down.
4 unchanged sentences
Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted.
−Removed: The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the vesting of restricted stock using the treasury stock method.
+Added: The net effect of common stock equivalents is based on the incremental common stock that would be issued upon the vesting of restricted stock awards and non-qualified stock options using the treasury stock method.
Common stock equivalents are not included in diluted earnings per share when their inclusion is anti-dilutive.
Additionally, redeemable preferred stock is not convertible and does not affect dilutive shares.
−Removed: There were approximately 900 anti-dilutive weighted shares excluded in the computations of diluted weighted average earnings per common share for the year ended December 31, 2024.
−Removed: There were no anti-dilutive shares for the year ended December 31, 2023.
−Removed: The following table presents the calculation of basic and diluted EPS:
+Added: There were approximately 220,000 and 900 anti-dilutive weighted shares excluded in the computations of diluted weighted average earnings per common share for the years ended December 31, 2025 and December 31, 2024, respectively.
+Added: The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data):
Year Ended December 31,
−Removed: (in thousands)
Net income attributable to common shareholders $ 108,066 $ 104,378
7 unchanged sentences
Other obligations, such as certain purchase obligations are not recognized as liabilities in the consolidated financial statements but are required to be disclosed in the footnotes to the financial statements.
−Removed: As of December 31, 2024, the Company had $ 374.6 million in purchase commitments of equipment that will be satisfied within three fiscal years.
+Added: As of December 31, 2025, the Company had $961.4 million in purchase commitments of equipment that are expected to be satisfied within five fiscal years.
The purchase obligations are subject to escalation based on the closing date of each transaction.
Our purchase agreements generally contain terms that allow the Company to defer or cancel purchase commitments in certain situations.
−Removed: These deferrals or conversions would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation.
+Added: These deferrals or cancellations would not result in penalties or increased costs other than any potential increase due to the normal year-over-year change in engine list prices, which is akin to ordinary inflation.
In December 2020, we entered into definitive agreements for the purchase of 25 Pratt & Whitney aircraft engines.
3 unchanged sentences
Repurchased shares are immediately retired.
−Removed: During 2024 and 2023, no shares were repurchased.
+Added: During 2025 and 2024, no shares were repurchased under the plan.
At December 31, 2025, approximately $39.6 million was available to purchase shares under the plan.
6 unchanged sentences
Holders of the Series A Preferred Stock do not have general voting rights.
−Removed: The Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5 % per share through October 15, 2023 and accrued at the rate per annum of 8.5 % per share thereafter through September 26, 2024.
−Removed: The Series A-2 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5 % per share.
+Added: Prior to the Stock Purchase Agreement, the Company’s Series A-1 Preferred Stock accrued quarterly dividends at the rate per annum of 8.5% per share and the Series A-2 Preferred Stock accrued quarterly dividends at the rate per annum of 6.5% per share.
During the years ended December 31, 2025 and 2024, the Company paid total preferred stock dividends of $5.7 million and $3.5 million, respectively.
9 unchanged sentences
Stock-Based Compensation Plans
−Removed: The components of stock compensation expense were as follows:
+Added: The components of stock-based compensation expense were as follows:
Year Ended December 31,
(in thousands)
−Removed: 2023 Stock Incentive Plan $ 29,105 $ 14,667
+Added: 2023 Incentive Stock Plan $ 44,424 $ 29,105
Employee Stock Purchase Plan 142 142
Total stock compensation expense 44,566 29,247
+Added: Income tax benefit related to stock compensation expense 14,942 13,288
+Added: Total stock compensation expense, net of tax $ 29,624 $ 15,959
The significant stock compensation plans are described below.
1 unchanged sentence
The 2023 Plan authorized 1,750,000 shares for issuance, plus the number of shares remaining for issuance under the prior stock plan and any future forfeited awards under the prior plan.
−Removed: Stock-based compensation is in the form of restricted stock awards (“RSAs”).
−Removed: The RSAs are subject to either service-based vesting, which is typically between one and four years , in which a specific period of continued employment must pass before an award vests, or performance-based vesting, which is typically between one and two years .
+Added: Stock-based compensation is primarily in the form of restricted stock awards (“RSAs”).
+Added: The RSAs are subject to either service-based vesting, which is typically between one and four years, in which a specific period of continued employment must pass before an award vests, or performance-based vesting, which is typically between one and three years.
The expense associated with these awards is recognized on a straight-line basis over the respective vesting period, with forfeitures accounted for as they occur.
+Added: As it relates to performance-based awards, accrual of compensation expense is based on the probable outcome of the performance condition.
For any vesting tranche of an award, the cumulative amount of compensation cost recognized is equal to the portion of the grant-date fair value of the award tranche that is actually vested at that date.
−Removed: As of December 31, 2024, the Company has granted 2,052,254 RSAs under the 2023 Plan and has 1,592,342 shares available for future issuance.
−Removed: The fair value of the restricted stock awards equaled the stock price at the grant date.
+Added: In November 2025, the Compensation Committee of the Board of Directions approved the grant of a non-qualified stock option to our Executive Chairman, to purchase up to 300,000 shares of the Company’s common stock.
+Added: The option award vests in four equal annual installments and has a six-year term.
+Added: The expense associated with this option is recognized on a straight-line basis over the vesting period.
+Added: As of December 31, 2025, the Company had granted 2,965,206 shares under the 2023 Plan, which included the 300,000 non-qualified stock option, and has 684,254 shares available for future issuance.
+Added: The fair value of the RSAs equaled the stock price at the grant date.
+Added: The fair value of the non-qualified stock option was determined under the Black-Scholes model with the following assumptions:
+Added: (a) an expected term of 4.25 years, (b) an expected share price volatility of 39.67%, (c) an expected dividend yield of 1.32%, and (d) a risk-free interest rate for the expected term of the option of 3.63%.
+Added: The expected term represents the estimated period of time until exercise and is based on the contractual term and vesting period of the non-qualified stock option.
+Added: The expected share price volatility is based on the historical volatility of the Company’s common stock.
+Added: The dividend yield is based on anticipated cash dividend payouts.
+Added: The risk-free interest rate is based on the U.S.
+Added: Treasury yield curve in effect at the time of grant with an equivalent remaining term.
The following table summarizes restricted stock activity under the 2023 Plan for the years ended December 31, 2025 and 2024:
10 unchanged sentences
Balance as of December 31, 2025 835,893 $ 134.07
−Removed: At December 31, 2024, the stock compensation expense related to the RSAs that will be recognized over the average remaining vesting period of approximately 1.5 years totaled $ 51.6 million.
−Removed: At December 31, 2024, the intrinsic value of unvested RSAs was $ 118.2 million.
+Added: The weighted average grant date exercise price of the non-qualified stock option was $126.55.
+Added: At December 31, 2025, the stock compensation expense related to RSAs that will be recognized over the average remaining vesting period of approximately 1.4 years totaled $68.7 million.
+Added: At December 31, 2025, the intrinsic value of the unvested RSAs was $113.4 million.
+Added: At December 31, 2025, the stock compensation expense related to the non-qualified stock option that will be recognized over the average remaining vesting period of approximately 3.9 years totaled $11.2 million.
+Added: At December 31, 2025, the intrinsic value of the non-qualified stock option was $2.7 million.
Under the Employee Stock Purchase Plan (“ESPP”), as amended and restated effective November 10, 2021, 425,000 shares of common stock have been reserved for issuance.
13 unchanged sentences
Joint Ventures
−Removed: “Other revenue” on the Consolidated Statements of Income includes management fees earned of $ 4.8 million and $ 2.4 million during the years ended December 31, 2024 and 2023, respectively, related to the servicing of engines for the WMES lease portfolio.
+Added: In May 2025, WAML, a wholly-owned subsidiary of the Company entered into a SPA, by and between WAML and WMES.
+Added: Pursuant to the SPA, WAML sold the entire issued share capital of BAML, a United Kingdom-based aviation consultancy business, to WMES for a total purchase price of $45.0 million subject to certain working capital adjustments.
+Added: The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $43.0 million for the Company.
+Added: “Other revenue” on the Consolidated Statements of Income includes management fees earned of $7.8 million and $4.8 million during the year ended December 31, 2025 and 2024, respectively, related to the servicing of engines for the WMES lease portfolio.
+Added: The Company recognized $3.0 million as a financial arrangement fee from WMES for assisting with the setup of their new revolving credit facility.
+Added: During 2025, the Company sold four engines and one airframe to WMES for a total of $52.7 million, which resulted in a total gain of $3.7 million for the Company.
+Added: Additionally, during 2025, the Company sold three engines to WMES for $55.6 million, which resulted in a trading profit of $1.4 million for the Company and is included in Spare parts and equipment sales and Cost of spare parts and equipment sales on the Company’s Consolidated Statements of Income.
During 2024, the Company sold four engines to WMES for $50.5 million, which resulted in a net gain of $12.7 million for the Company.
−Removed: During 2023, WMES sold one engine to the Company for $ 22.3 million, and the Company sold two engines to WMES for $ 28.8 million, which resulted in a net gain of $ 6.5 million for the Company.
−Removed: The Company subleases a WMES engine to a third party, with WMES as the head lessor.
−Removed: As of December 31, 2024 and 2023, the ROU asset and lease liability balances under this lease were $ 1.6 million, each, and $ 3.3 million, each, respectively.
−Removed: During 2024, the Company paid approximately $ 0.1 million expense to Mikchalk Lake, LLC, an entity in which our Executive Chairman retains an ownership interest.
+Added: During 2025, the Company purchased one engine from WMES for $7.2 million.
+Added: During 2024, the Company did not purchase any engines from WMES.
+Added: During 2025, the Company sold two engines to CASC Willis for $13.6 million, which resulted in a total gain of $1.5 million for the Company.
+Added: During 2024, the Company did not sell any engines to CASC Willis.
+Added: As of December 31, 2025 and December 31, 2024, the Company subleased one WMES engine to a third party, with WMES as the head lessor.
+Added: As of December 31, 2025 and 2024, the ROU asset and lease liability balances under the lease were $0.1 million, each, and $1.6 million, each, respectively.
+Added: During 2025, the Company paid WMES $1.2 million for fleet management services, which WMES provided through its purchase of BAML.
+Added: During 2025 and 2024, the Company paid approximately $0.1 million, each, to Mikchalk Lake, LLC, an entity in which our Executive Chairman retains an ownership interest.
These expenses were for lodging and other business-related services and were approved by the Board’s Independent Directors.
+Added: During 2025, in a transaction approved by a Special Committee of the Board’s Independent Directors, the Company purchased 30,000 shares of common stock directly from our Executive Chairman.
+Added: The purchase price was $126.2782 per share, a 2% discount to the volume weighted average price on December 4, 2025.
Reportable Segments
4 unchanged sentences
While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies.
+Added: Prior period segment information is presented on a comparable basis to the basis on which current period segment information is presented and reviewed by the CODM.
The following tables present a summary of the reportable segments (in thousands):
6 unchanged sentences
Gain on sale of leased equipment 54,025 — — 54,025
+Added: Gain on sale of financial assets 378 — — 378
Maintenance services revenue 25,492 — — 25,492
9 unchanged sentences
Interest expense 132,060 — — 132,060
+Added: Loss on debt extinguishment 3,081 — — 3,081
Total net finance costs 135,141 — — 135,141
Total expenses 583,682 62,348 (20,081) 625,949
−Removed: Income from operations $ 146,562 $ ( 1,938 ) $ ( 226 ) $ 144,398
+Added: Income (loss) from operations $ 108,991 $ (4,412) $ (287) $ 104,292
For the year ended December 31, 2024 Leasing and
18 unchanged sentences
Total expenses 396,810 48,824 (20,809) 424,825
−Removed: Income from operations $ 64,024 $ 409 $ ( 211 ) $ 64,222
+Added: Income (loss) from operations $ 146,290 $ (1,666) $ (226) $ 144,398
Leasing and Related Operations Spare Parts Sales Eliminations Total
Total assets as of December 31, 2025
+Added: $ 3,873,077 $ 63,238 $ — $ 3,936,315
Total assets as of December 31, 2024
+Added: $ 3,219,856 $ 77,340 $ — $ 3,297,196
Subsequent Events
1 unchanged sentence
The dividend was paid on February 20, 2026 to stockholders of record at the close of business on February 11, 2026.
+Added: In February 2026, the Company entered into Amendment No.
+Added: 2 to the Credit Agreement (the “Amendment”).
+Added: The Amendment among other things, excludes 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).
WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES
1 unchanged sentence
(In thousands)
−Removed: of Period Cumulative Effect Due to Adoption of New Accounting Standard Additions
+Added: of Period Additions
to Expense Net
−Removed: Recoveries Balance at
+Added: Deductions Balance at
End of Period
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.