WILLIS LEASE FINANCE CORP 10-K/A

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Based on management’s evaluation (with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”)), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) Inherent Limitations on Controls. 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. Further, no evaluation of controls can provide absolute assurance that misstatements due to errors or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. (c) Management’s Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting includes policies and procedures that: (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Our internal control over financial reporting is a process designed with the participation of our principal executive officer and principal financial officer or persons performing similar functions to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounted principles. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013) . Based on this assessment our management believes that, as of December 31, 2025, our internal control over financial reporting is effective under those criteria. Grant Thornton LLP, the independent registered public accounting firm that audited the Company’s 2025 consolidated financial statements included in this Annual Report, issued an audit report on the Company’s internal control over financial reporting. Grant Thornton’s audit report appears on page 49. (d) Changes in internal control over financial reporting. There has been no change in our internal control over financial reporting during our fourth fiscal quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Rule 10b5-1 Trading Plans 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III 39 Table of Contents ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 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. 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. As part of this commitment, we have adopted an Insider Trading Policy, which is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. The remainder of the information required by this item is incorporated by reference to our Proxy Statement. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information in Item 5 of this report regarding our Equity Compensation Plans is incorporated herein by reference. The remainder of the information required by this item is incorporated by reference to our Proxy Statement. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required by this item is incorporated by reference to our Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) (1) Financial Statements The response to this portion of Item 15 is submitted as a separate section of this report beginning on page 48. (a) (2) Financial Statement Schedules Schedule II, Valuation Accounts, is submitted as a separate section of this report starting on page 91. All other financial statement schedules have been omitted as the required information is not pertinent to the Registrant or is not material or because the required information is included in the Financial Statements and Notes thereto. (a) (3),(b) and (c):Exhibits: The response to this portion of Item 15 is submitted below. 40 Table of Contents EXHIBITS Exhibit Number Description 3.1 Amended and Restated Certificate of Incorporation, dated March 12, 1998, as amended by the Certificate of Amendment of Certificate of Incorporation, dated April 28, 1998 and further amended by the Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated May 22, 2024. 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. 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). 4.3 Second Amendment to Rights Agreement dated as of December 15, 2005, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.5 to our report on Form 10-K filed on March 31, 2009). 4.3.1 Third Amendment to Rights Agreement dated as of September 30, 2008, by and between the Registrant and American Stock Transfer and Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.6 to our report on Form 10-K filed on March 31, 2009). 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). 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. 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). 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). 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). 4.10 First Amendment to Second Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Cumulative Redeemable Preferred Stock, dated as of September 28, 2023 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed September 28, 2023) . 4.11 Third Amended and Restated Certificate of Designations, Preferences, and Relative Rights and Limitations of Series A Preferred Stock, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed November 4, 2024). 10.1† Form of Indemnification Agreement entered into between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on October 1, 2010). 10.2† Amended and Restated 2007 Stock Incentive Plan (incorporated by reference to the Registrant’s Proxy Statement for 2015 Annual Meeting of Stockholders filed on April 28, 2015). 10.3† Employment Agreement, dated as of March 3, 2022 and effective as of April 1, 2022, by and between the Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed on May 10, 2022). 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). 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). 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). 41 Table of Contents 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). 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. Hole (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed on November 4, 2022). 10.11† Employment Agreement, dated as of March 2022 and effective as of April 1, 2022, by and between the Registrant and Austin C. Willis (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed on May 10, 2022). 10.12 Trust Amendment No. 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). 10.14 Series A Preferred Stock Purchase Agreement dated as of October 11, 2016 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed October 18, 2016). 10.15* Asset Purchase Agreement dated as of August 4, 2017 between the Registrant and Willis Engine Structured Trust III. (incorporated by reference to Exhibit 10.20 to our report on Form 10-Q filed on November 9, 2017). 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). 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). 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). 10.20* Series A-2 Preferred Stock Purchase Agreement dated as of September 22, 2017 (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on September 28, 2017). 10.21* General Terms Agreement No. CFM-1-1028985 dated December 22, 2017 between CFM International, Inc. 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. 1 to GTA No. 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. 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. 3 to GTA No. 1-2299982290 dated December 22, 2017 between General Electric Corporation and the Registrant (incorporated by reference to Exhibit 10.29 to our report on Form 10-K filed March 15, 2018). 10.25* Amendment No. 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). 10.26* Agreement by and between IAE International Aero Engines AG and the Registrant, dated March 16, 2018, to purchase spare engines (incorporated by reference to Exhibit 10.31 to our report on Form 10-Q filed May 10, 2018). 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). 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. 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). 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). 42 Table of Contents 10.32* Amendment No. 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. 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. 2 to GTA No. 1-1028985 dated December 12, 2019 between CFM International, Inc. and Willis Lease Finance Corporation (incorporated by reference to Exhibit 10.43 to our report on Form 10-K filed on March 12, 2020). 10.35* Amended and Restated Administrative Agency Agreement, dated as of March 3, 2020, among Willis Engine Structured Trust V, 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 10.45 to our report on Form 10-Q filed May 6, 2020). 10.36* Asset Purchase Agreement, dated as of March 3, 2020, between the Registrant and Willis Engine Structured Trust V (incorporated by reference to Exhibit 10.46 to our report on Form 10-Q filed May 6, 2020). 10.37* Amended and Restated Trust Indenture, dated as of March 3, 2020 among Willis Engine Structured Trust V, Deutsche Bank Trust Company Americas, as Trustee, the Registrant, and Bank of America, N.A. (incorporated by reference to Exhibit 10.47 to our report on Form 10-Q filed May 6, 2020). 10.38* Revolving Credit Agreement, dated March 3, 2020, among Willis Engine Structured Trust V, Bank of America, N.A., and the Registrant (incorporated by reference to Exhibit 10.48 to our report on Form 10-Q filed May 6, 2020). 10.39* Amended and Restated Servicing Agreement, dated as of March 3, 2020, among Willis Engine Structured Trust V, the Registrant, and each Serviced Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.49 to our report on Form 10-Q filed May 6, 2020). 10.40* Amended and Restated Security Trust Agreement, dated as of March 3, 2020, among Willis Engine Structured Trust V, 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 10.50 to our report on Form 10-Q filed May 6, 2020). 10.41* Excluded Property Purchase Agreement, dated as of March 3, 2020, among the Registrant, West Engine Acquisition LLC, and Willis Engine Structured Trust V (incorporated by reference to Exhibit 10.51 to our report on Form 10-Q filed May 6, 2020). 10.42* Agreement by and between International Aero Engines, LLC and the Registrant, dated March 27, 2020, to purchase spare engines (incorporated by reference to Exhibit 10.52 to our report on Form 10-Q filed May 6, 2020). 10.43* Letter Agreement No. 4 to GTA No. 1-2299982290 dated March 31, 2020 between General Electric Company and the Registrant (incorporated by reference to Exhibit 10.53 to our report on Form 10-Q filed May 6, 2020). 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). 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). 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). 10.48* Administrative Agency Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, the Registrant, U.S. Bank National Association, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.59 to our report on Form 10-Q filed August 8, 2021). 10.49* Asset Purchase Agreement, dated as of May 17, 2021, between the Registrant and Willis Engine Structured Trust VI (incorporated by reference to Exhibit 10.60 to our report on Form 10-Q filed August 8, 2021). 10.50*# Trust Indenture, dated as of May 17, 2021, among Willis Engine Structured Trust VI, U.S. Bank National Association, as Trustee, the Registrant and Bank of America, N.A. (incorporated by reference to Exhibit 10.61 to our report on Form 10-Q filed August 8, 2021). 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). 10.52 Servicing Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.63 to our report on Form 10-Q filed August 8, 2021). 10.53* Security Trust Agreement, dated as of May 17, 2021, among Willis Engine Structured Trust VI, each Grantor referred to therein and from time to time made a party thereto and U.S. Bank National Association, as security trustee and operating bank (incorporated by reference to Exhibit 10.64 to our report on Form 10-Q filed August 8, 2021). 43 Table of Contents 10.54* Administrative Agency Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant, U.S. Bank National Association, as trustee, and each Managed Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.69 to our report on Form 10-K filed March 15, 2024). 10.55* Asset Purchase Agreement, dated as of October 31, 2023, between the Registrant and Willis Engine Structured Trust VII (incorporated by reference to Exhibit 10.70 to our report on Form 10-K filed March 15, 2024). 10.56* Trust Indenture, dated as of October 31, 2023, among Willis Engine Structured Trust VII, U.S. Bank National Association, as Trustee, the Registrant and Bank of America, N.A. (incorporated by reference to Exhibit 10.71 to our report on Form 10-K filed March 15, 2024). 10.57* Revolving Credit Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, Bank of America, N.A. and the Registrant (incorporated by reference to Exhibit 10.72 to our report on Form 10-K filed March 15, 2024). 10.58 Servicing Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, the Registrant and each Service Group Member referred to therein and from time to time made a party thereto (incorporated by reference to Exhibit 10.73 to our report on Form 10-K filed March 15, 2024). 10.59* Security Trust Agreement, dated as of October 31, 2023, among Willis Engine Structured Trust VII, each Grantor referred to therein and from time to time made a party thereto and U.S. 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). 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). 10.62* Security Agreement, dated as of May 3, 2024, among Willis Warehouse Facility, LLC as Borrower, Bank of Utah, as Security Trustee and the other Grantors party thereto (incorporated by reference to Exhibit 10.3 to our report on Form 10-Q filed August 2, 2024). 10.63* Pledge Agreement, dated as of May 3, 2024, among Registrant, and Bank of Utah, as Security Trustee (incorporated by reference to Exhibit 10.4 to our report on Form 10-Q filed August 2, 2024). 10.64* Contract to Purchase [*] Spare Engines and QEC Kits dated June 19, 2024 between International Aero Engines, LLC and Registrant (incorporated by reference to Exhibit 10.5 to our report on Form 10-Q filed August 2, 2024). 10.65* Series A Preferred Stock Purchase Agreement, dated as of September 12, 2024 (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed November 4, 2024). 10.66† Employment Agreement, dated as of October 8, 2024, by and between the Company and Brian R. Hole (incorporated by reference to Exhibit 10.3 to our report on Form 10-Q filed November 4, 2024). 10.67* Credit Agreement, dated as of October 31, 2024, among, inter alia, the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto. 10.68 Limited Waiver No. 1 to Credit Agreement, among the Company, as Borrower, Bank of America, N.A., as Administrative Agent, and the Guarantors party thereto. 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. 10.70† Amended & Restated Employment Agreement, dated as of March 13, 2025, by and between Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.1 to our report on Form 10-Q filed May 6, 2025). 10.71† Amendment to the Amended & Restated Employment Agreement, as of March 31, 2025, by and between Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed May 6, 2025). 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). 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 10.1 to our report on Form 10-Q filed August 5, 2025). 10.74† Employment Agreement, between the Registrant and Z. Clifton Dameron IV, dated as of July 3, 2024. 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 10.2 to our report on Form 10-Q filed August 5, 2025). 10.76* Trust Indenture, dated as of June 18, 2025, among Willis Engine Structured Trust VIII, as the Issuer, U.S. 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). 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. 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). 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). 44 Table of Contents 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. 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). 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). 10.81*# Amendment No. 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). 10.82† Amendment to the Employment Agreement, dated September 1, 2025, by and between Registrant and Z. Clifton Dameron IV. 10.83† Employment Agreement, dated as of October 8, 2025, by and between the Company and Brian R. Hole. 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. Willis, IV (incorporated by reference to Exhibit 10.1 to our report on Form 8-K filed on November 14, 2025). 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). 10.86† Second Amendment to the Amended & Restated Employment Agreement, dated as of December 5, 2025, by and between Registrant and Charles F. Willis IV (incorporated by reference to Exhibit 10.2 to our report on Form 10-Q filed December 9, 2025). 10.87* Asset Purchase Agreement, dated as of December 23, 2025, between the Registrant and Willis Engine Structured Trust IX. 10.88* Trust Indenture, dated as of December 23, 2025, among, Willis Engine Structured Trust IX, as the Issuer, U.S. 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. 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 time to time as a grantor, and U.S. Bank National Association, as Security Trustee and Operating Bank. 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. 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. Bank National Association, as Indenture Trustee and Security Trustee, and each Issuer Subsidiary signatory to this agreement or that becomes a party under section 6.06. 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. 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. 23.1 Consent of Grant Thornton LLP. 31.1 Certification of Austin C. Willis, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Scott B. Flaherty, pursuant to Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on March 15, 2024). 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). ________________________________________________________ * Certain portions of this exhibit have been redacted pursuant to a Securities and Exchange Commission order granting confidential treatment or constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10). # Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. † Indicates a management contract or compensatory plan or arrangement. 45 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 46 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No.1 to the Report to be signed on its behalf by the undersigned, duly authorized officers and directors. Dated: March 30, 2026 Willis Lease Finance Corporation By: /s/ AUSTIN C. WILLIS Austin C. Willis Chief Executive Officer and Director Dated: Title Signature Date: March 30, 2026 Chief Executive Officer and Director /s/ AUSTIN C. WILLIS (Principal Executive Officer) Austin C. Willis Date: March 30, 2026 Chief Financial Officer /s/ SCOTT B. FLAHERTY (Principal Financial and Accounting Officer) Scott B. Flaherty 47 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 49 Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 52 Consolidated Statements of Income for the years ended December 31, 2025 and December 31, 2024 54 Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and December 31, 2024 55 Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity for the years ended December 31, 2025 and December 31, 2024 56 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 57 Notes to Consolidated Financial Statements 59 Schedule II - Valuation Accounts 91 48 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Willis Lease Finance Corporation Opinion on the financial statements 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”). 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. 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 49 Table of Contents Valuation of equipment held for operating lease 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. 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. 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. As a result of the annual impairment test, the Company recorded impairment charges of $8.9 million for the year ended December 31, 2025. As of December 31, 2025, the balance of equipment held for operating lease, notes receivable and investments in sales-type leases was $2.8 billion, $139.9 million and $16.6 million, respectively. We identified the valuation of equipment held for operating lease as a critical audit matter. The principal considerations for our determination that the valuation of equipment held for operating lease is a critical audit matter are that subjective auditor judgment was required to evaluate: (i) the assumptions used by management engaged independent appraisers, including the accuracy of data provided to management’s specialist to determine the fair value; and (ii) the assumptions used by management to calculate the undiscounted future cash flows, including assumptions of estimated lease rates, maintenance revenues, future shop visits and remaining lease periods. Our audit procedures related to the valuation of equipment held for operating lease included the following, among others: • We evaluated the design and operating effectiveness of certain internal controls related to management’s review of the independent appraiser’s report, including the accuracy of data provided to management’s specialist and the review of assumptions used to determine undiscounted future cash flows. • We evaluated management’s method for determining indicators of impairment, including the potential of management bias. • We tested the annual impairment analysis as follows: • Evaluated the completeness and accuracy of the population of assets included in the analysis; • For a selection of assets, validated the relevant asset condition data that management provided to the independent appraisers; • Evaluated the reasonableness of the following assumptions used in the undiscounted cash flows by comparing them to historical and Company specific data: estimated lease rates, maintenance revenues, future shop visits and remaining lease periods; • With the assistance of valuation professionals with specialized skills and knowledge, we: (i) evaluated the qualification of management engaged independent appraisers; and (ii) assessed the reasonableness of the methodologies used and appraised values determined by comparing a selection of appraised values to published industry benchmark values of comparable assets. /s/ Grant Thornton LLP We have served as the Company’s auditor since 2021. Cincinnati, Ohio March 10, 2026 50 Table of Contents Report of Independent Registered Public Accounting Firm Board of Directors and Shareholders Willis Lease Finance Corporation Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Willis Lease Finance Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated March 10, 2026 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Grant Thornton LLP Cincinnati, Ohio March 10, 2026 51 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except per share data) December 31, 2025 December 31, 2024 ASSETS Cash and cash equivalents $ 16,441 $ 9,110 Restricted cash 530,500 123,392 Equipment held for operating lease, less accumulated depreciation of $ 640,495 and $ 613,118 at December 31, 2025 and 2024, respectively 2,801,683 2,635,910 Maintenance rights 30,632 31,134 Equipment held for sale 20,509 12,269 Receivables, net of allowances of $ 868 and $ 1,316 at December 31, 2025 and 2024, respectively 35,717 38,291 Spare parts inventory 56,577 72,150 Investments 104,250 62,670 Property, equipment & furnishings, less accumulated depreciation of $ 27,869 and $ 22,784 at December 31, 2025 and 2024, respectively 73,835 48,061 Intangible assets, net 271 2,929 Notes receivable, net of allowances of $ 140 and $ 247 at December 31, 2025 and 2024, respectively 139,945 183,629 Investments in sales-type leases, net of allowances of $ 17 and $ 22 at December 31, 2025 and 2024, respectively 16,595 21,606 Other assets 109,360 56,045 Total assets (1) $ 3,936,315 $ 3,297,196 LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS’ EQUITY Liabilities: Accounts payable and accrued expenses $ 105,706 $ 75,983 Deferred income taxes 228,547 185,049 Debt obligations 2,700,338 2,264,552 Maintenance reserves 116,185 97,817 Security deposits 24,651 23,424 Unearned revenue 35,350 37,911 Total liabilities (2) 3,210,777 2,684,736 Redeemable preferred stock ($ 0.01 par value, 5,000 shares authorized; 3,250 shares issued at December 31, 2025 and 2024, respectively) 63,401 63,122 Shareholders’ equity: Common stock ($ 0.01 par value, 20,000 shares authorized; 7,620 and 7,173 shares issued at December 31, 2025 and 2024, respectively) 76 72 Paid-in capital in excess of par 72,663 50,928 Retained earnings 590,785 491,439 Accumulated other comprehensive (loss) income, net of income tax (benefit) expense of $( 395 ) and $ 1,981 at December 31, 2025 and 2024, respectively ( 1,387 ) 6,899 Total shareholders’ equity 662,137 549,338 Total liabilities, redeemable preferred stock and shareholders’ equity $ 3,936,315 $ 3,297,196 ________________________________________________________ 1. Total assets at December 31, 2025 and 2024 include the following assets of variable interest entities (“VIEs”) that can only be used to settle the liabilities of the VIEs: Restricted cash $ 530,500 and $ 123,392 ; Equipment $ 1,892,356 and $ 1,681,197 ; Maintenance rights $ 19,502 and $ 12,708 ; Notes receivable $ 139,538 and $ 139,853 ; Investments in sales-type leases $ 15,774 and $ 17,752 ; and Other assets $ 9,759 and $ 11,973 , respectively. 52 Table of Contents 2. Total liabilities at December 31, 2025 and 2024 include the following liabilities of VIEs for which the VIEs’ creditors do not have recourse to Willis Lease Finance Corporation: Debt obligations $ 1,933,119 and $ 1,518,391 , respectively. Further, refer to Note 10 of the consolidated financial statements for details of the Company’s commitments and contingencies. See accompanying notes to the consolidated financial statements. 53 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per share data) Year Ended December 31, 2025 2024 REVENUE Lease rent revenue $ 291,633 $ 238,236 Maintenance reserve revenue 231,980 213,908 Spare parts and equipment sales 95,483 27,099 Interest revenue 14,093 11,683 Gain on sale of leased equipment 54,025 45,063 Gain on sale of financial assets 378 — Maintenance services revenue 25,492 24,158 Other revenue 17,157 9,076 Total revenue 730,241 569,223 EXPENSES Depreciation and amortization expense 111,553 92,460 Cost of spare parts and equipment sales 92,271 22,852 Cost of maintenance services 27,918 24,470 Write-down of equipment 32,947 11,228 General and administrative 194,735 146,757 Technical expense 31,384 22,294 Net finance costs: Interest expense 132,060 104,764 Loss on debt extinguishment 3,081 — Total net finance costs 135,141 104,764 Total expenses 625,949 424,825 Income from operations 104,292 144,398 Gain on sale of business 42,950 — Income from joint ventures 13,365 8,247 Income before income taxes 160,607 152,645 Income tax expense 46,849 44,033 Net income 113,758 108,612 Preferred stock dividends 5,413 4,126 Accretion of preferred stock issuance costs 279 108 Net income attributable to common shareholders $ 108,066 $ 104,378 Basic weighted average earnings per common share: $ 16.00 $ 15.97 Diluted weighted average earnings per common share: $ 15.39 $ 15.34 Basic weighted average common shares outstanding 6,754 6,536 Diluted weighted average common shares outstanding 7,020 6,804 See accompanying notes to the consolidated financial statements. 54 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES Consolidated Statements of Comprehensive Income (In thousands) Year Ended December 31, 2025 2024 Net income $ 113,758 $ 108,612 Other comprehensive income: Currency translation adjustment 863 ( 414 ) Unrealized loss on derivative instruments ( 13,877 ) ( 5,472 ) Reclassification of loss on derivative instruments to interest expense 2,980 — Unrealized loss on derivative instruments at joint venture ( 628 ) ( 205 ) Net loss recognized in other comprehensive income ( 10,662 ) ( 6,091 ) Tax benefit related to items of other comprehensive income ( 2,376 ) ( 1,349 ) Other comprehensive loss ( 8,286 ) ( 4,742 ) Total comprehensive income $ 105,472 $ 103,870 See accompanying notes to the consolidated financial statements. 55 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES Consolidated Statements of Redeemable Preferred Stock and Shareholders’ Equity Years Ended December 31, 2025 and 2024 (In thousands, except per share data) Shareholders' Equity Redeemable Accumulated Other Preferred Stock Common Stock Paid-in Capital in Retained Comprehensive Total Shareholders’ 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 Net income — — — — — 108,612 — 108,612 Net unrealized loss from currency translation adjustment, net of tax benefit of $ 105 — — — — — — ( 309 ) ( 309 ) Net unrealized loss from derivative instruments, net of tax benefit of $ 1,244 — — — — — — ( 4,239 ) ( 4,239 ) Shares issued under stock compensation plans — — 470 5 257 — — 262 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 Issuance of preferred stock 750 13,050 — — — — — — Accretion of preferred shares issuance costs — 108 — — — ( 108 ) — ( 108 ) Common stock cash dividends paid ($ 1.50 per share) — — — — — ( 10,720 ) — ( 10,720 ) Preferred stock dividends ($ 1.53 per share) — — — — — ( 4,126 ) — ( 4,126 ) 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 Net unrealized gain from currency translation adjustment, net of tax expense of $ 192 — — — — — — 671 671 Net unrealized loss from derivative instruments, net of tax benefit of $ 3,233 — — — — — — ( 11,272 ) ( 11,272 ) Net realized loss from derivative instruments, net of tax benefit of $ 665 — — — — — — 2,315 2,315 Shares repurchased — — ( 30 ) — ( 3,788 ) — — ( 3,788 ) Shares issued under stock compensation plans — — 614 5 245 — — 250 Cancellation of restricted stock in satisfaction of withholding tax — — ( 137 ) ( 1 ) ( 19,288 ) — — ( 19,289 ) Stock-based compensation, net of forfeitures — — — — 44,566 — — 44,566 Accretion of preferred shares issuance costs — 279 — — — ( 279 ) — ( 279 ) Common stock cash dividends paid ($ 1.15 per share) — — — — — ( 8,720 ) — ( 8,720 ) Preferred stock dividends ($ 1.67 per share) — — — — — ( 5,413 ) — ( 5,413 ) Balances at December 31, 2025 3,250 $ 63,401 7,620 $ 76 $ 72,663 $ 590,785 $ ( 1,387 ) $ 662,137 See accompanying notes to the consolidated financial statements. 56 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) Year Ended December 31, 2025 2024 Cash flows from operating activities: Net income $ 113,758 $ 108,612 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 111,553 92,460 Gain on sale of leased equipment ( 54,025 ) ( 45,063 ) Stock-based compensation expense 44,566 29,247 Gain on sale of business ( 42,950 ) — Write-down of equipment 32,947 11,228 Income from joint ventures ( 13,365 ) ( 8,247 ) Accretion of deferred costs and note discounts 10,789 10,293 Payments received on sales-type leases 6,215 30,510 Loss on debt extinguishment 3,081 — Loss on derivative instruments 2,980 — Amortization of contract-based intangible asset 1,497 2,749 Allowances and provisions ( 544 ) ( 716 ) Gain on sale of financial assets ( 378 ) — Loss on disposal of property, equipment and furnishings 45 — Gain on insurance proceeds — ( 73 ) Deferred income taxes 45,875 38,581 Changes in assets and liabilities: Receivables 1,480 21,100 Inventory 13,341 ( 31,189 ) Other assets ( 27,595 ) 676 Distributions received from joint ventures 3,766 3,002 Accounts payable and accrued expenses 8,465 20,698 Maintenance reserves 26,146 5,592 Security deposits 602 ( 366 ) Unearned revenue ( 5,014 ) ( 4,688 ) Net cash provided by operating activities 283,235 284,406 Cash flows from investing activities: Purchase of equipment held for operating lease and for sale ( 524,579 ) ( 830,479 ) Proceeds from sale of equipment (net of selling expenses) 269,662 171,153 Purchase of property, equipment and furnishings ( 31,082 ) ( 15,631 ) Proceeds from sale of business 21,938 — Payments received on notes receivable 16,910 10,582 Contributions to joint ventures ( 9,246 ) — Issuance of notes receivable — ( 101,768 ) Insurance proceeds received on property, equipment and furnishings — 1,235 Net cash used in investing activities ( 256,397 ) ( 764,908 ) Cash flows from financing activities: Proceeds from issuance of debt obligations 1,660,951 1,305,705 Principal payments on debt obligations ( 1,221,509 ) ( 840,038 ) 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 ) Preferred stock dividends ( 5,710 ) ( 3,460 ) Repurchase of common stock ( 3,788 ) — Proceeds from shares issued under stock compensation plans 250 262 Proceeds from issuance of preferred stock — 13,050 Net cash provided by financing activities 387,601 444,975 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 Cash, cash equivalents and restricted cash at end of period $ 546,941 $ 132,502 57 Table of Contents Supplemental disclosures of cash flow information: Net cash paid for: Interest $ 131,755 $ 100,680 Income Taxes $ 3,424 $ 7,091 Supplemental disclosures of non-cash activities: Transfers from Equipment held for operating lease to Equipment held for sale $ 41,505 $ 25,907 Transfers from Notes receivable to Equipment held for operating lease $ 24,544 $ — Contributions to joint ventures $ 22,500 $ — Proceeds from sale of business $ 22,500 $ — Non-cash additions to Equipment held for operating lease (1) $ 8,145 $ 8,939 Transfers from Spare parts inventory to Equipment held for sale $ 3,975 $ — Transfers from Equipment held for sale to Equipment held for operating lease $ 1,381 $ — Transfers from Equipment held for operating lease to Spare parts inventory $ 1,743 $ 4,521 Transfers from Notes receivable to Equipment held for sale $ 1,374 $ — Transfers from Equipment held for operating lease to Investments in sales-type leases $ 821 $ 43,370 Accretion of preferred stock issuance costs $ 279 $ 108 Transfers from Spare parts inventory to Equipment held for operating lease $ — $ 4,514 ________________________________________________________ 1. 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). 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. 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. See accompanying notes to the consolidated financial statements. 58 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements 1. Organization and Summary of Significant Accounting Policies Unless the context requires otherwise, references to the “Company,” “WLFC,” “we,” “us” or “our” in these consolidated financial statements on Form 10-K refer to Willis Lease Finance Corporation and its subsidiaries. (a) Organization Willis Lease Finance Corporation with its subsidiaries is a provider of aviation services whose primary focus is providing operating leases of commercial aircraft, aircraft engines and other aircraft-related equipment to air carriers, manufacturers and overhaul/repair facilities worldwide. The Company also engages in the selective purchase and resale of commercial aircraft engines. Willis Aeronautical Services, Inc. (“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. 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. WEST III is a variable interest entity (“VIE”) which the Company owns 100 % of the interest and consolidates in its financial statements. Willis Engine Securitization Trust IV (“WEST IV” or the “WEST IV 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 IV is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements. 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. WEST V is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements. Willis Engine Securitization Trust VI (“WEST VI” or the “WEST VI 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 VI is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements. 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. 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”). 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. WEST VIII is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements. 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”). 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. WEST IX is a VIE which the Company owns 100 % of the interest and consolidates in its financial statements. 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. The secured credit agreement provides for an initial committed amount of up to $ 500.0 million. 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. 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. 59 Table of Contents 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. 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. 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. 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. 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. Under each ABS, as well as under WWFL, cash is collected in a restricted account, 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 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. 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. 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 The accompanying consolidated financial statements include the accounts of WLFC and its wholly-owned subsidiaries, including VIEs in which the Company is the primary beneficiary, in accordance with consolidation guidance. The Company first evaluates all entities in which it has an economic interest to determine whether for accounting purposes the entity is either a VIE or voting interest entity. If the entity is a VIE, the Company consolidates the financial statements of that entity if it is the primary beneficiary of such entities’ activities. If the entity is a voting interest entity, the Company consolidates the entity when it has a majority of voting interests in such entity. Intercompany transactions and balances have been eliminated in consolidation. (c) Revenue Recognition Leasing revenue Revenue from leasing of engines, aircraft and related parts and equipment is recognized as operating lease revenue on a straight-line basis over the terms of the applicable lease agreements. Revenue is not recognized when cash collection is not reasonably assured. When collectability is not reasonably assured, the customer is placed on non-accrual status, and revenue is recognized when cash payments are received. Lease rent payments are typically due in advance of the first day of each rental period. Under the terms of some of the Company’s leases, the lessees pay use fees (also known as maintenance reserves) to the Company based on usage of the leased asset, which are designed to cover expected future maintenance costs. Some of these amounts are reimbursable to the lessee if they make specifically defined maintenance expenditures. Use fees received are recognized in revenue as maintenance reserve revenue if they are not reimbursable to the lessee. Use fees that are reimbursable are recorded as a maintenance reserve liability until they are reimbursed to the lessee, the lease terminates, or the obligation to reimburse the lessee for such reserves ceases to exist, at which time they are recognized in revenue as maintenance reserve revenue. Use fees are due in arrears, typically 15 days after each month-end. Unearned Revenue includes deferred nonrefundable use fees which qualify as in-substance fixed lease payments due to the lessee’s requirement to make certain minimum payments. These in-substance fixed lease payments are recognized ratably over the expected lease term rather than when the variable use fees are invoiced. As of December 31, 2025 and 2024, there were $ 13.2 million and $ 21.7 million, respectively, of deferred in-substance fixed payment use fees included in Unearned Revenue. 60 Table of Contents Certain lessees may be significantly delinquent in their rental payments and may default on their lease obligations. As of December 31, 2025, the Company had an aggregate of approximately $ 3.8 million in lease rent and $ 3.3 million in maintenance reserve receivables more than 30 days past due. 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. 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. 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. The allowance for credit losses includes the following: (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. The percentage is based on all available and relevant information including age of outstanding receivables, historical payment experience and loss history, current economic conditions, and, when reasonable and supportable factors exist, management’s expectation of future economic conditions. A write-off is recorded when all or part of the receivable is deemed uncollectible. Write-offs are charged against the previously established allowance for credit losses. Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowance for credit losses. 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. 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. A write-off is recorded when all or part of the financial asset is deemed uncollectible. Write-offs are charged against previously established allowances for credit losses. Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the allowances for credit losses. Accounts receivable and the related allowances are as follows: December 31, 2025 2024 2023 (in thousands) Accounts receivable $ 36,585 $ 39,607 $ 60,796 Less: Allowances ( 868 ) ( 1,316 ) ( 2,311 ) 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. Two customers accounted for approximately 11 %, each, of total lease rent revenue during the year ended December 31, 2024. One customer accounted for 15 % of total receivables as of December 31, 2025. One customer accounted for 11 % of total receivables as of December 31, 2024. Spare parts sales The Spare Parts Sales reportable segment primarily engages in the sale of aircraft engine parts and materials through the acquisition or consignment of engines from third parties or the Company’s leasing operations. The parts are sold at a fixed price with no right of return. In determining the performance obligation, management has identified the promise in the contract to be the shipment of the spare parts to the customer. 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. 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. Spare parts revenue is based on a set price for a set number of parts as defined in the purchase order. The performance obligation is completed once the parts have shipped and, as a result, all of the transaction price is allocated to that performance obligation. Management has determined that it is appropriate for the Company to recognize spare parts sales at a point in time ( i.e. , the date the parts are shipped) under ASC 606. Spare parts sales generally have 30-day payment terms. Equipment sales 61 Table of Contents Equipment sales represent the selective purchase and resale of commercial aircraft engines and other aircraft equipment. The Company and customer enter into an agreement which outlines the place and date of sale, purchase price, payment terms, condition of the asset, bill of sale, and the assignment of rights and warranties from the Company to the customer. Management has identified the promise in the equipment sale contract to be the transfer of ownership of the asset. Management believes that the asset holds stand-alone value to the customer as it is not dependent on any other services for functionality purposes, and therefore is distinct within the context of the contract and as described in ASC 606-10. As such, management has identified the transfer of the asset as the performance obligation. The transaction price is set at a fixed dollar amount per fixed quantity (number of assets) and is explicitly stated in each contract. Equipment sales revenue is based on a set price for a set number of assets, which is allocated to the performance obligation discussed above, in its entirety. The Company has determined the date of transfer to the customer to be the date that the customer obtains control and title over the asset and the date which revenue is to be recognized and payment is due. Payment on equipment sales is generally due upon closing of the sale. Interest revenue Interest revenue represents interest earned on notes receivable related to failed sale-leasebacks in which the Company was the buyer-lessor and on sales-type leases. Gain on sale of leased equipment The Company regularly sells equipment from its lease portfolio. This equipment may or may not be subject to a lease at the time of sale. 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. Gain on sale of financial assets 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. 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. Maintenance services revenue Maintenance services revenue predominantly represents fleet management, engine and aircraft storage and repair services, and revenue related to fixed base operator services provided to third parties, such as refueling, maintenance, and hangar services. Fleet management services are performed for a stated fixed fee as agreed upon in the services agreement, and customers are billed monthly. Engine and aircraft storage services are for a fixed monthly fee. For a contract containing more than one performance obligation, the allocation of the transaction price is generally performed on the basis of the relative stand-alone selling price of each distinct good or service in the contract. As each of the services provided within the contract have separate prices, the Company allocates the price to its related performance obligation described above. Management has determined that each of the revenue elements contain performance obligations that are satisfied over time and therefore recognizes revenue over time in accordance with ASC 606-10-25-27. The Company utilizes the percentage-of-completion method (input method) for recognizing fleet management services and will calculate revenues based on labor hours incurred. Additionally, as is required by ASC 606-10-25-35, as circumstances change over time, the Company will update its measure of progress to reflect any changes in the outcome of the performance obligation. Engine and aircraft storage services are recognized on a monthly basis, utilizing the input method of days passed. Maintenance and repair related services are typically billed once the related maintenance is completed. Maintenance services revenue generally has 30-day payment terms. Other revenue 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. 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. 62 Table of Contents The following table presents a summary of revenue based on location of customer: Year Ended December 31, 2025 2024 Region or Country (in thousands) United States $ 205,878 $ 153,045 Europe 183,677 134,509 India 137,769 92,483 Asia-Pacific 110,872 106,837 Canada 41,694 42,077 South America 37,241 36,157 Central America 7,676 3,130 Africa 4,583 48 Middle East 851 937 Total revenue $ 730,241 $ 569,223 (d) Equipment Held for Operating Lease Aircraft assets held for operating lease are stated at cost, less accumulated depreciation. Certain costs incurred in connection with the acquisition of aircraft assets are capitalized as part of the cost of such assets. Major overhauls paid for by the Company, which improve functionality or extend the original useful life, are capitalized and depreciated over the shorter of the estimated period to the next overhaul (“deferral method”) or the remaining useful life of the equipment. The Company does not accrue for planned major maintenance. The cost of overhauls of aircraft assets under long-term leases, for which the lessee is responsible for maintenance during the period of the lease, are paid for by the lessee or from reimbursable maintenance reserves paid to the Company in accordance with the lease and are not capitalized. Based on specific aspects of the equipment, the Company generally depreciates engines on a straight-line basis over a 15-year period from the acquisition date to a 55 % residual value. This methodology reflects the Company’s typical holding period for the engine assets and that the residual value assumption reasonably approximates the selling price of the assets 15 years from the date of acquisition. The typical 15-year holding period is the estimated useful life of the Company’s engines based on its business model and plans and represents how long the Company anticipates holding a newly acquired engine. The technical useful life of a new engine can be in excess of 25 years. The Company reviews the useful lives and residual values of all engines periodically as demand changes to accurately depreciate the cost of equipment over the useful lives of the engines. The aircraft and airframes owned by the Company are generally depreciated on a straight-line basis over an estimated useful life of 13 to 20 years to a 17 % residual value. The marine vessel owned by the Company is depreciated on a straight-line basis over an estimated useful life of 18 years to a 15 % residual value. 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. 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. For older generation engines or aircraft that are unlikely to be repaired at the end of the current expected useful lives, the Company depreciates the engines or aircraft over their estimated lives to a residual value based on an estimate of the wholesale value of the parts after disassembly. As of December 31, 2025, 19 engines having a net book value of $ 34.3 million were depreciated under this policy with estimated remaining useful lives up to 51 months. The Company adjusts its estimates annually for these older generation assets, including updating estimates of an engine’s or aircraft’s remaining operating life as well as future residual value expected from part-out based on the current technical status of the engine or aircraft. 63 Table of Contents The Company reviews its long-lived assets, including certain failed sale-leaseback transactions classified as notes receivable or investments in sales-type leases under ASC 842, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets to be disposed are reported at the lower of carrying amount or fair value less cost to sell. Impairment is identified by review of appraisals or by comparison of undiscounted forecasted cash flows, including estimated sales proceeds, over the life of the asset with the assets’ book value. If the undiscounted forecasted cash flows are less than the book value, the asset is written down to its fair value. Fair value is determined per individual asset by reference to independent appraisals, quoted market prices ( e.g. , an offer to purchase) and other factors considered relevant by the Company. The Company evaluates assets during the year if a triggering event is identified indicating impairment is possible and also conducts a formal annual review of the carrying values of long-lived assets. The formal annual review resulted in $ 8.9 million in impairment charge in 2025 and $ 6.3 million in impairment charge in 2024. Additionally, the Company recorded impairment charges of $ 24.0 million and $ 4.9 million in 2025 and 2024, respectively, as a result of triggering events occurring during the year. These write-downs are included in “Write-down of equipment” in the Consolidated Statements of Income. (e) Equipment Held for Sale 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 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. (g) Interest Rate Hedging The Company enters into various derivative instruments periodically to mitigate the exposure on variable rate borrowings. The derivative instruments are fixed-rate interest swaps that are recorded at fair value as either an asset or liability. While substantially all of the Company’s derivative transactions are entered into for the purposes described above, hedge accounting is only applied when specific criteria have been met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge and it must be highly effective. The hedging instrument’s effectiveness is assessed utilizing both a dollar offset and regression testing approach at the inception of the hedge and either a dollar offset and regression testing approach or qualitative analysis on at least a quarterly basis throughout its life. All of the transactions that the Company has designated as hedges are cash flow hedges. 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. The ineffective portion of the hedges is recorded in earnings in the current period. (h) Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The effect on deferred taxes of a change in the tax rates is recognized in income in the period that includes the enactment date. The Company recognizes in the financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs (see Note 7). The Company files income tax returns in various states and countries which may have different statutes of limitations. The Company records penalties and accrued interest related to uncertain tax positions in income tax expense. Such adjustments have historically been minimal and immaterial to our financial results. 64 Table of Contents (i) Property, Equipment and Furnishings Property, equipment and furnishings are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets. 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. 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. Property, equipment and furnishings by major class is presented in the following table: December 31, 2025 2024 (in thousands) Land $ 4,440 $ 4,440 Buildings 32,497 11,723 Leasehold Improvements 529 529 Furniture & Fixtures 3,021 2,023 Computer Software 2,591 2,113 Computer Equipment 3,938 3,123 Machinery 3,678 3,098 Tooling 16,524 12,105 Company Aircraft 27,152 27,122 Vehicles 658 536 Assets in Progress 6,676 4,033 Property, equipment & furnishings, gross 101,704 70,845 Accumulated depreciation ( 27,869 ) ( 22,784 ) Property, equipment & furnishings, net $ 73,835 $ 48,061 (j) Cash and Cash Equivalents The Company considers highly liquid investments readily convertible into known amounts of cash, with original maturities of 90 days or less, as cash equivalents. (k) Restricted Cash 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. 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. 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. 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. 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. 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. 65 Table of Contents 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. 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. To the extent return conditions are not met, these deposits may be retained by the Company. The Company had total cash and cash equivalents and restricted cash, as presented in the Consolidated Statements of Cash Flows, as follows: December 31, 2025 2024 (in thousands) Cash and cash equivalents $ 16,441 $ 9,110 Restricted cash 530,500 123,392 Total as presented in the consolidated statements of cash flows $ 546,941 $ 132,502 (l) Spare Parts Inventory Spare parts inventory consists of spare aircraft and engine parts purchased either directly by Willis Aero and also engines removed from the lease portfolio to be parted out. Spare parts inventory is stated at lower of cost or net realizable value. 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 As of December 31, 2025, intangible assets consisted of goodwill of $ 0.3 million. 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 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 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. Management evaluates estimates on an ongoing basis, including those related to residual values, estimated asset lives, impairments, bad debts and credit losses. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. 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. Significant management judgment is required in the forecasting of future operating results, which are used in the preparation of projected undiscounted cash flows and should different conditions prevail, material impairment write-downs may occur. (p) Earnings Per Share 66 Table of Contents 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. 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 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. (r) Stock-Based Compensation The Company recognizes stock-based compensation expense in the financial statements for share-based awards based on the grant-date fair value of those awards. 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. 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. (s) Initial Direct Costs Associated with Leases The Company accounts for the initial direct costs, including sales commissions, incurred in obtaining a new lease by deferring and amortizing those costs over the term of the lease. The amortization of these costs is recorded under general and administrative expenses in the Consolidated Statements of Income. The amounts amortized were $ 2.9 million and $ 2.7 million for the years ended December 31, 2025 and 2024, respectively. (t) Maintenance Rights The Company identifies, measures and accounts for maintenance right assets and liabilities associated with acquisitions of equipment with in-place leases. A maintenance right asset represents the fair value of the contractual right under a lease to receive equipment in an improved maintenance condition as compared to the maintenance condition on the acquisition date. A maintenance right liability represents the Company’s obligation to pay the lessee for the difference between the lease-end contractual maintenance condition of the equipment and the actual maintenance condition of the equipment on the acquisition date. The equipment condition at the end of the lease term may result in either overhaul work being performed by the lessee to meet the required return condition or a financial settlement. When a capital event is performed on the equipment by the lessee, which satisfies the lessee’s maintenance right obligation, the maintenance rights are added to the equipment basis and depreciated to the next capital event. When equipment is sold before the end of the pre-existing lease, the maintenance rights are applied against any accumulated maintenance reserves, if paid by the lessee, and the remaining balance is applied to the disposition gain or loss. When a lease terminates, an end of lease true-up is performed, and the maintenance right is applied against the accumulated maintenance reserves or, for non-reserve lessees, the final settlement payment, and any remaining net maintenance right is recorded in the Consolidated Statements of Income. (u) Foreign Currency Translation The Company’s foreign investments have been converted at rates of exchange in effect at the balance sheet dates. The changes in exchange rates in our foreign investments reported under the equity method are included in the Consolidated Balance Sheets as Accumulated other comprehensive income. (v) Risk Concentrations Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash deposits, lease receivables and interest rate swaps. The Company places its cash deposits, which exceed federally insured limits, with financial institutions and other credit-worthy institutions, such as money market funds, and limits the amount of credit exposure to any one party. Management opts for security of principal as opposed to yield. Concentrations of credit risk with respect to lease receivables are limited due to the large number of customers comprising the customer base, and their dispersion across different geographic areas. Some lessees are required to make payments for maintenance reserves at the end of the lease. The Company enters into interest rate swap agreements with counterparties that are investment grade financial institutions. 67 Table of Contents (w) Risks and Uncertainties 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. 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. Actual results could differ from those estimates and any such differences may be material to the Consolidated Financial Statements. (x) Recent Accounting Pronouncements 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): Recognition and Initial Measurement.” The amendments in this ASU apply to the formation of a joint venture, and under this ASU, a joint venture formation is the creation of a new reporting entity that would trigger a new basis of accounting. This ASU requires net assets contributed to the joint venture in a formation transaction to be measured at fair value at the formation date. The amendments in this ASU are effective for all joint ventures within the ASU’s scope that are formed on or after January 1, 2025, with early adoption permitted. Joint ventures formed on or after the effective date of ASU 2023-05 will be required to apply the new guidance prospectively. 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). 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): Improvements to Income Tax Disclosures.” Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments in this ASU are effective for public business entities for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this accounting standard update for the year ended December 31, 2025. 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. The ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. 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. 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. The practical expedient assumes that current conditions of the balance sheet do not change for the remaining life of the asset. The ASU is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. 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. 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. The ASU is effective for fiscal years beginning after December 15, 2028, with early adoption permitted. The Company is currently evaluating the impact of adopting this new pronouncement. (y) Government Grants 68 Table of Contents Historically, there was no specific guidance in GAAP that addresses the recognition and measurement of government assistance received by a business entity. 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. 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. 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. 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. The grant income was recorded as a deduction to related fees included in General and administrative expenses on the Consolidated Statements of Income. 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. The Company was awarded the grant in May 2025, the primary intent of which is job creation. $ 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. 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. 2. Leases 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. 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. Leases with terms of 12 months or less are not recorded on the Consolidated Balance Sheets; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Some of the Company’s leases include variable non-lease components ( e.g. , taxes) which are not separated from associated lease components ( e.g. , fixed rent, common-area maintenance costs, vehicle protection plans and other service fees) as elected under the practical expedient package provided by ASC 842. 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. The depreciable lives of assets are limited by the expected lease terms, unless there is a transfer of title or purchase option reasonably certain of exercise. The exercise of lease renewal options or purchase at lease termination is at the Company’s sole discretion. If it is reasonably certain that we will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Supplemental information to the Consolidated Balance Sheets related to leases was as follows: Leases Classification December 31, 2025 December 31, 2024 (in thousands, except lease term and discount rate) Assets Operating lease right-of-use assets Other assets $ 25,413 $ 6,584 Liabilities Lease liabilities Accounts payable and accrued expenses $ 11,770 $ 5,848 Weighted average remaining lease term (years) Operating leases 137.95 2.70 Weighted average discount rate Operating leases 6.2 % 5.2 % 69 Table of Contents The weighted average discount rate is based on the incremental borrowing rate for each lease and the remaining balance of the lease payments for each lease at the reporting date. Future maturities of the Company’s lease liabilities at December 31, 2025 are as follows: Year (in thousands) 2026 $ 3,178 2027 2,916 2028 2,086 2029 1,490 2030 930 Thereafter 5,866 Total undiscounted lease liabilities 16,466 Less: interest ( 4,696 ) Total lease liabilities $ 11,770 The components of lease expense were as follows: Year Ended December 31, Lease expense Classification 2025 2024 (in thousands) Operating lease cost Cost of maintenance services $ 372 $ 116 Operating lease cost General and administrative 3,172 2,171 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: Year Ended December 31, 2025 2024 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 4,563 $ 3,538 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 23,494 $ 1,016 70 Table of Contents 3. Equipment Held for Operating Lease As of December 31, 2025, the Company had $ 2,801.7 million of equipment held in our operating lease portfolio, $ 139.9 million of notes receivable, $ 30.6 million of maintenance rights, and $ 16.6 million of investments in sales-type leases, which represented 363 engines, 20 aircraft, one marine vessel and other leased parts and equipment. As of December 31, 2024, the Company had $ 2,635.9 million of equipment held in our operating lease portfolio, $ 183.6 million of notes receivable, $ 31.1 million of maintenance rights, and $ 21.6 million of investments in sales-type leases, which represented 354 engines, 16 aircraft, one marine vessel and other leased parts and equipment. The following table disaggregates equipment held for operating lease by asset class (in thousands): As of December 31, 2025 2024 Gross value Accumulated depreciation Net book value Gross value Accumulated depreciation Net book value (in thousands) Engines and related equipment $ 3,201,320 $ ( 606,240 ) $ 2,595,080 $ 3,060,020 $ ( 595,340 ) $ 2,464,680 Aircraft and airframes 225,994 ( 29,327 ) 196,667 174,642 ( 13,634 ) 161,008 Marine vessel 14,864 ( 4,928 ) 9,936 14,366 ( 4,144 ) 10,222 $ 3,442,178 $ ( 640,495 ) $ 2,801,683 $ 3,249,028 $ ( 613,118 ) $ 2,635,910 Notes Receivable and Investments in Sales-Type Leases During the years ended December 31, 2025 and 2024, the Company recorded interest revenue related to the notes receivable and investments in sales-type leases of $ 14.1 million and $ 11.7 million, respectively. The effective interest rates on our notes receivable and investments in sales-type leases ranged from 6.0 % to 12.2 % as of December 31, 2025 and 6.0 % to 12.2 % as of December 31, 2024. Under some of the Company’s notes receivable and investments in sales-type leases, the lessee has the option to purchase the underlying asset at fixed amounts throughout the lease term. A majority of the equipment is leased and operated internationally. Substantially all leases relating to this equipment are denominated and payable in U.S. dollars. 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): Year Ended December 31, Lease rent revenue 2025 2024 Region or Country (in thousands) United States $ 89,138 $ 72,959 Europe 59,955 53,465 India 53,139 31,512 Asia-Pacific (excluding India) 40,795 40,661 Canada 21,032 18,659 South America 20,872 20,291 Africa 4,539 — Central America 2,163 689 Totals $ 291,633 $ 238,236 71 Table of Contents As of December 31, Net book value of equipment held for operating lease 2025 2024 Region or Country (in thousands) United States $ 828,162 $ 658,128 India 490,057 314,714 Europe 377,056 299,322 Asia-Pacific (excluding India) 273,350 344,946 South America 164,453 176,380 Canada 153,281 133,286 Africa 43,099 — Central America 19,691 17,047 Middle East — 6,239 Off-lease 452,534 685,848 Totals $ 2,801,683 $ 2,635,910 As of December 31, 2025, the lease status of the equipment held for operating lease (in thousands) was as follows: Lease Term Net Book Value Off-lease and other $ 452,534 Month-to-month leases 330,521 Leases expiring 2026 614,842 Leases expiring 2027 534,117 Leases expiring 2028 365,351 Leases expiring 2029 347,919 Leases expiring 2030 29,341 Leases expiring thereafter 127,058 $ 2,801,683 As of December 31, 2025, minimum future payments due to the Company under non-cancelable operating leases were as follows: Year (in thousands) 2026 $ 234,170 2027 140,801 2028 84,316 2029 32,140 2030 17,869 Thereafter 16,640 $ 525,936 72 Table of Contents 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) 2026 $ 22,920 2027 21,790 2028 21,608 2029 47,205 2030 19,726 Thereafter 75,337 Total undiscounted lease receivables 208,586 Less: interest 52,046 Total notes receivable and investments in sales-type leases $ 156,540 4. Investments In 2011, the Company entered into an agreement with Mitsui & Co., Ltd. to participate in a joint venture formed as a Dublin-based Irish limited company, WMES, for the purpose of acquiring and leasing jet engines. Each partner holds a 50 % interest in the joint venture, and the Company uses the equity method in recording investment activity. 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. Each partner holds a 50 % interest in the joint venture and the Company uses the equity method in recording investment activity. 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. As of December 31, 2025, CASC Willis owned a lease portfolio of six engines with a net book value of $ 50.4 million. 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. The Company has a 70 % membership interest, and Global Engine Maintenance has a 30 % membership interest. 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. 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. Accordingly, the Company does not consolidate WGET, and the Company uses the equity method in recording investment activity. 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. WGET signed a contract related to the design of an engine test facility. The Company anticipates its portion of the remaining committed amount, which will be funded through future contributions, to be approximately $ 33.1 million. 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. 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. The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $ 43.0 million for the Company. In December 2025, the Company entered into a new investment fund partnership with Liberty Mutual Investments (“LMI”), the investment firm for Liberty Mutual Group. The fund will invest up to $ 600 million in loan and loan-like engine financings and will be supported by a warehouse debt facility. The Company has a General Partner interest through its equity investment in the fund but is not the majority holder. LMI as the Limited Partner has substantive kick-out rights and can liquidate the fund upon a simple majority vote. Per ASC 810, “Consolidation,” the fund is a Voting Interest Entity (“VOE”) that the Company does not consolidate. There was no investment activity during the year ended December 31, 2025. 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. The fund plans to deploy over $1 billion into target asset types. The Company has a General Partner interest through its equity investment in the fund but is not the majority holder. BXCI as the Limited Partner has 73 Table of Contents substantive kick-out rights and can liquidate the fund upon a simple majority vote. Per ASC 810, the fund is a VOE that the Company does not consolidate. There was no investment activity during the year ended December 31, 2025. WMES CASC Willis WGET Total (in thousands) Investment in joint ventures as of December 31, 2023 $ 40,047 $ 17,997 $ — $ 58,044 Income from joint ventures 7,670 577 — 8,247 Distributions ( 2,756 ) ( 246 ) — ( 3,002 ) Foreign currency translation adjustment — ( 414 ) — ( 414 ) Other comprehensive loss from joint ventures ( 205 ) — — ( 205 ) Investment in joint ventures as of December 31, 2024 44,756 17,914 — 62,670 Income from joint ventures 10,520 2,868 ( 23 ) 13,365 Contributions 28,000 — 3,746 31,746 Distributions ( 3,766 ) — — ( 3,766 ) Foreign currency translation adjustment — 863 — 863 Other comprehensive loss from joint ventures ( 628 ) — — ( 628 ) Investment in joint ventures as of December 31, 2025 $ 78,882 $ 21,645 $ 3,723 $ 104,250 As of December 31, 2025 and 2024, the currency translation adjustment balance was $ 1.4 million and $ 2.1 million, respectively. “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. The Company recognized $ 3.0 million as a financial arrangement fee from WMES for assisting with the setup of their new revolving credit facility. 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. 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. During 2025, the Company purchased one engine from WMES for $ 7.2 million. During 2024, the Company did not purchase any engines from WMES. 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. During 2024, the Company did not sell any engines to CASC Willis. 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. 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. During 2025, the Company paid WMES $ 1.2 million for fleet management services, which WMES provided through its purchase of BAML. Unaudited summarized financial information for 100% of WMES is presented in the following tables: Year Ended December 31, 2025 2024 (in thousands) Revenue $ 101,319 $ 75,551 Expenses 76,658 60,484 WMES net income $ 24,661 $ 15,067 74 Table of Contents As of December 31, 2025 2024 (in thousands) Total assets $ 644,798 $ 352,783 Total liabilities 476,200 256,055 Total WMES net equity $ 168,598 $ 96,728 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. The following table presents information about our nonconsolidated VIE in which we hold a variable interest: December 31, 2025 VIE Assets VIE Liabilities Maximum Exposure to Loss (in thousands) WGET $ 5,321 $ 2 $ 3,723 Our maximum exposure to loss is limited to our investment. 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. Each guarantor is only obligated up to their investment in WGET. 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. 75 Table of Contents 5. Debt Obligations Debt obligations consisted of the following: As of December 31, 2025 2024 (in thousands) Credit facility at a floating rate of interest of one-month term Secured Overnight Financing Rate (“SOFR”) plus 2.35 % at December 31, 2025, secured by engines, airframes, and loan assets. The facility has a committed amount of $ 1.0 billion at December 31, 2025, which revolves until the maturity date of October 2029. $ 650,000 $ 693,000 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 337,400 — 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 55,500 — 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 514,720 — 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 70,725 — 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 225,797 356,355 WEST VI Series A 2021 term notes payable at a fixed rate of interest of 3.10 %, maturing in May 2046, secured by engines, airframes, and loan assets 225,896 241,065 WEST VI Series B 2021 term notes payable at a fixed rate of interest of 5.44 %, maturing in May 2046, secured by engines, airframes, and loan assets 31,360 33,486 WEST VI Series C 2021 term notes payable at a fixed rate of interest of 7.39 %, maturing in May 2046, secured by engines, airframes, and loan assets 7,446 9,926 WEST V Series A 2020 term notes payable at a fixed rate of interest of 3.23 %, maturing in March 2045, secured by engines 210,351 226,572 WEST V Series B 2020 term notes payable at a fixed rate of interest of 4.21 %, maturing in March 2045, secured by engines 29,303 31,563 WEST V Series C 2020 term notes payable at a fixed rate of interest of 6.66 %, maturing in March 2045, secured by engines 5,538 8,142 WEST IV Series A 2018 term notes payable at a fixed rate of interest of 4.75 %, repaid in 2025 — 199,846 WEST IV Series B 2018 term notes payable at a fixed rate of interest of 5.44 %, repaid in 2025 — 27,338 WEST III Series A 2017 term notes payable at a fixed rate of interest of 4.69 %, maturing in August 2042, secured by engines 142,640 161,308 WEST III Series B 2017 term notes payable at a fixed rate of interest of 6.36 %, maturing in August 2042, secured by engines 19,152 21,659 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. The WWFL credit facility has a committed amount of $ 500.0 million at December 31, 2025. 82,655 221,882 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 2,732,168 2,292,726 Less: unamortized debt issuance costs and note discounts ( 31,830 ) ( 28,174 ) Total debt obligations $ 2,700,338 $ 2,264,552 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. 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. 76 Table of Contents Certain notes payable totaling $ 123.7 million as of December 31, 2025 relate to failed sale-leaseback transactions that are secured by engines. 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: Year (in thousands) 2026 $ 109,709 2027 213,486 2028 261,610 2029 1,091,316 2030 115,137 Thereafter 940,910 Total $ 2,732,168 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. 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. 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. 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. The Series A Notes and Series B Notes were issued at a price of 99.99937 % and 99.99686 % of par, respectively. 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. 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. 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. 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. The Series A Notes and Series B Notes were issued at a price of 99.99721 % and 99.99711 % of par, respectively. 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. As of December 31, 2025 and 2024, $ 350.0 million and $ 307.0 million were available under this facility, respectively. 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. 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. 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. The secured credit agreement provides for an initial committed amount of up to $ 500.0 million. 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. 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. 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. 77 Table of Contents 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. WEST III, WEST V, WEST VI, WEST VII, WEST VIII, WEST IX, and WWFL are consolidated for financial statement presentation purposes. 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. 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. 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. 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. 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. 6. Derivative Instruments 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. As of December 31, 2025, the Company had five interest rate swap agreements, with a total notional amount of $ 334.5 million. 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. 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. 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. During the year ended December 31, 2025, this fixed-rate interest swap agreement was partially terminated, reducing its notional amount to $ 34.5 million. It had a remaining term of 41 months as of December 31, 2025. 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. The following table displays the total notional amount of the Company’s outstanding fixed-rate interest swap agreements: Derivatives in Cash Flow Hedging Relationships As of December 31, 2025 2024 (in thousands) Interest rate contracts $ 334,500 $ 425,000 The Company evaluated the effectiveness of the swap agreements to hedge the interest rate risk associated with its variable rate debt and concluded at the swap inception dates that each swap was highly effective in hedging that risk. The Company evaluates the effectiveness of the hedging relationships on an ongoing basis and concluded there was no ineffectiveness in the hedges for the year ended December 31, 2025. The Company estimates the fair value of derivative instruments using a discounted cash flow technique. Valuation of the derivative instruments requires certain assumptions for underlying variables and the use of different assumptions would result in a different valuation. Management believes it has applied assumptions consistently during the period. 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. 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: 78 Table of Contents Derivative Assets Derivatives in Cash Flow Hedging Relationships As of December 31, As of December 31, Location of Loss 2025 2024 (in thousands) Interest rate contracts Interest expense $ 2,980 $ — The following table displays the total fair value of the Company’s outstanding fixed-rate interest swap agreements in the Condensed Consolidated Balance Sheets: Derivative Assets Derivatives in Cash Flow Hedging Relationships As of December 31, As of December 31, Balance Sheet Location 2025 2024 (in thousands) Interest rate contracts Other assets $ 399 $ 10,989 Derivative Liabilities Derivatives in Cash Flow Hedging Relationships As of December 31, As of December 31, Balance Sheet Location 2025 2024 (in thousands) 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. As of December 31, 2025, the accumulative derivative gain was $ 0.1 million, and as of December 31, 2024, the accumulative derivative gain was $ 11.0 million. Effect of Derivative Instruments on Earnings in the Consolidated Statements of Income and of Comprehensive Income The following table provides additional information about the financial statement effects related to the cash flow hedges for the years ended December 31, 2025 and 2024: Derivatives in Cash Flow Hedging Relationships Amount of Unrealized Loss Recognized in OCI on Derivatives (Effective Portion) Year Ended December 31, 2025 2024 (in thousands) Interest rate contracts $ ( 13,877 ) $ ( 5,472 ) Total $ ( 13,877 ) $ ( 5,472 ) 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. Counterparty Credit Risk The Company evaluates the creditworthiness of the counterparties under its hedging agreements. The counterparties for the interest rate swaps are large financial institutions that possess investment grade credit ratings. 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. 79 Table of Contents 7. Income Taxes The components of income before income taxes are as follows: Year ended December 31, 2025 2024 (in thousands) United States $ 145,063 $ 165,339 Foreign 15,544 ( 12,694 ) Income before income taxes $ 160,607 $ 152,645 The components of income tax expense for the years ended December 31, 2025 and 2024 were as follows: Federal State Foreign Total (in thousands) 2025 Current $ ( 92 ) $ 747 $ 319 $ 974 Deferred 45,645 230 — 45,875 Total $ 45,553 $ 977 $ 319 $ 46,849 2024 Current $ 2,331 $ 2,916 $ 205 $ 5,452 Deferred 38,871 ( 290 ) — 38,581 Total $ 41,202 $ 2,626 $ 205 $ 44,033 The Company adopted ASU 2023-09 for the year ended December 31, 2025. 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: December 31, 2025 (dollars in thousands) Amount Rate Statutory federal income tax expense $ 33,728 21.0 % State and local income taxes, net of federal income tax effect (1) 820 0.5 % Foreign tax effects: United Kingdom: Statutory tax rate difference between United Kingdom and United States ( 731 ) ( 0.4 ) % Disposition of property ( 9,105 ) ( 5.7 ) % Legal and professional 1,614 1.0 % Changes in valuation allowances 3,675 2.3 % Other 812 0.5 % Other foreign jurisdictions 789 0.5 % Effect of cross-border tax laws: Global Intangible Low-Taxed Income (“GILTI”) 6,872 4.3 % Other ( 1,086 ) ( 0.7 ) % Nontaxable or nondeductible items: Nondeductible executive compensation 10,127 6.3 % Restricted stock award shortfall ( 1,710 ) ( 1.1 ) % Other adjustments 1,044 0.7 % Effective income tax expense $ 46,849 29.2 % 80 Table of Contents ________________________________________________________ (1) The state and local jurisdiction that contribute to the majority (greater than 50%) of the tax effect in this category is Colorado. 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) Statutory federal income tax expense $ 32,055 State taxes, net of federal benefit 2,014 Foreign tax paid ( 559 ) Foreign jurisdiction rate differential 445 Permanent differences - nondeductible executive compensation 6,553 Permanent differences and other 1,355 Valuation allowance 2,170 Effective income tax expense $ 44,033 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. The following table summarizes the activity related to the Company’s unrecognized tax benefits: (in thousands) Balance as of December 31, 2023 $ 449 Increases related to current year tax positions 123 Decreases due to tax positions expired ( 5 ) Balance as of December 31, 2024 567 Increases related to current year tax positions 17 Decreases due to tax positions expired ( 2 ) Balance as of December 31, 2025 $ 582 81 Table of Contents The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below: As of December 31, 2025 2024 (in thousands) Deferred tax assets: Unearned lease revenue $ 7,193 $ 8,335 State taxes 152 590 Inventory 3,702 2,770 Reserves and allowances 1,544 4,629 Business interest expense carryforward 27,176 38,205 Other accruals 8,411 7,939 Lease liability 1,042 584 Net operating loss carry forward 52,971 40,906 Charitable contributions 17 — Total deferred tax assets 102,208 103,958 Less: valuation allowance ( 6,708 ) ( 3,137 ) Net deferred tax assets 95,500 100,821 Deferred tax liabilities: Depreciation and impairment on aircraft engines and equipment ( 316,305 ) ( 272,492 ) Notes receivable — ( 5,181 ) Lease liability ( 1,052 ) ( 597 ) Other deferred tax liabilities ( 7,085 ) ( 5,619 ) Net deferred tax liabilities ( 324,442 ) ( 283,889 ) Other comprehensive income deferred tax liability 395 ( 1,981 ) Net deferred tax liabilities $ ( 228,547 ) $ ( 185,049 ) The following table summarizes the activity related to the Company’s valuation allowances: Year ended December 31, 2025 2024 (in thousands) Balance at beginning of year $ 3,137 $ 978 Additions 4,189 2,172 Deletions ( 618 ) ( 13 ) 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. 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. 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. 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. 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. 82 Table of Contents 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. In 2025, the Company recognized a $ 6.3 million valuation allowance for trading losses in the United Kingdom. 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. In 2024, the Company recognized a $ 2.7 million valuation allowance for trading losses in the United Kingdom. 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. The Company files U.S. federal, state, and foreign tax returns. The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple foreign and state jurisdictions. The tax years that remain subject to examination are from 2021 onwards. 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. It is the Company’s intention to reinvest undistributed earnings of their wholly-owned foreign operations and thereby indefinitely postpone their remittance. A determination of the deferred tax liability is not practical. Accordingly, no provision has been made for foreign withholding taxes or U.S. income taxes. The amount of cash income taxes paid by the Company was as follows: As of December 31, 2025 (in thousands) Federal $ 1,240 State and local Florida 1,767 All other states 261 Foreign 156 Income taxes, net of amounts refunded $ 3,424 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. 8. Fair Value Measurements 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. These estimates are subjective in nature and involve uncertainties and matters of judgment, and therefore cannot be determined with precision. Accounting standards define fair value as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Accounting standards establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and also establishes the following three levels of inputs that may be used to measure fair value: 83 Table of Contents Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments: • Cash and cash equivalents, restricted cash, receivables, and accounts payable : The amounts reported in the accompanying Consolidated Balance Sheets approximate fair value due to their short-term nature. • Notes receivable : The carrying amount of the Company’s outstanding balance on its Notes receivable as of December 31, 2025 and 2024 was estimated to have a fair value of approximately $ 138.6 million and $ 176.7 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs). • Investments in sales-type leases: The carrying amount of the Company's outstanding balance on its Investments in sales-type leases as of December 31, 2025 and 2024 was estimated to have a fair value of approximately $ 16.9 million and $ 21.5 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each period end (Level 2 inputs). • Debt obligations : The carrying amount of the Company’s outstanding balance on its Debt obligations as of December 31, 2025 and 2024 was estimated to have a fair value of approximately $ 2,419.8 million and $ 1,928.3 million, respectively, based on the fair value of estimated future payments calculated using interest rates that approximate prevailing market rates at each year end (Level 2 inputs). Assets Measured and Recorded at Fair Value on a Recurring Basis and a Nonrecurring Basis As of December 31, 2025 and 2024, the Company measured the fair value of its interest rate swaps based on Level 2 inputs, due to the usage of inputs that can be corroborated by observable market data. The Company estimates the fair value of derivative instruments using a discounted cash flow technique. 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. 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. Goodwill is assessed for impairment annually, at each year end by comparing the fair values of the reporting units to their carrying amounts. The Company first assesses qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. 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. 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. 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. , 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. The Company uses Level 2 inputs to measure write-downs of equipment held for lease and equipment held for sale. 84 Table of Contents Write-down of Equipment Year Ended December 31, 2025 2024 (in thousands) Equipment held for lease $ 32,722 $ 11,057 Equipment held for sale 225 171 Total $ 32,947 $ 11,228 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. 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. 9. Earnings Per Share Basic earnings per common share is computed by dividing net income, less preferred stock dividends and accretion of preferred stock issuance costs, by the weighted average number of common shares outstanding for the period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings per share attributable to common stockholders is computed based on the weighted average number of shares of common stock and dilutive securities outstanding during the period. Dilutive securities are common stock equivalents that are freely exercisable into common stock at less than market prices or otherwise dilute earnings if converted. 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. 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. The following table presents the calculation of basic and diluted earnings per share (in thousands, except per share data): Year Ended December 31, 2025 2024 Net income attributable to common shareholders $ 108,066 $ 104,378 Basic weighted average common shares outstanding 6,754 6,536 Potentially dilutive common shares 266 268 Diluted weighted average common shares outstanding 7,020 6,804 Basic weighted average earnings per common share $ 16.00 $ 15.97 Diluted weighted average earnings per common share $ 15.39 $ 15.34 85 Table of Contents 10. Commitments, Contingencies, Guarantees and Indemnities Other obligations 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. 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. 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. As part of the purchase, we have committed to certain future overhaul and maintenance services which are anticipated to range between $ 106.6 million and $ 131.9 million by 2030. 11. Equity Common Stock Repurchase In December 2024, the Board of Directors approved the renewal of the existing common stock repurchase plan which allows for repurchases of up to $ 60.0 million of the Company’s common stock, extending the plan through December 31, 2026. Repurchased shares are immediately retired. 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. Redeemable Preferred Stock In September 2024, the Company entered into a Series A Preferred Stock Purchase Agreement with Development Bank of Japan Inc. (the “Stock Purchase Agreement”), which refinanced and expanded the Company’s Series A-1 and Series A-2 Preferred Stock into one $ 65.0 million Series A Preferred Stock series (the “Series A Preferred Stock”), which accrues quarterly dividends at the rate per annum of 8.35 % per share. The net proceeds after deducting issuance costs were $ 13.1 million. The rights and privileges of the Series A Preferred Stock are described below: Voting Rights : Holders of the Series A Preferred Stock do not have general voting rights. Dividends : 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. As of December 31, 2025, the Company had approximately $ 1.1 million in preferred stock dividends accrued but not paid, or approximately $ 0.35 per share of the Series A Preferred Stock. Liquidation Preference : The holders of the Series A Preferred Stock have preference in the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the corporation, including a merger or consolidation. Upon such liquidation event, the Preferred Stockholders are entitled to be paid out of the assets of the Company available for distribution to its stockholders after payment of all the Company’s indebtedness and other obligations and before any payment shall be made to the holders of common stock or any other class or series of stock ranking on liquidation junior to the Preferred Stock an amount equal to $ 20.00 per share, plus any declared but unpaid dividends. Redemption : The Series A Preferred Stock has no stated maturity date. The holders of the Series A Preferred Stock have the option to require the Company to redeem all or any portion of the Series A Preferred Stock for cash upon occurrence of any of the following: (i) a material breach of the Stock Purchase Agreement, (ii) changes in the ownership structure of the Company, including by means of a change of control transaction, (iii) incurrence of operating loss or ordinary loss by the Company for two consecutive fiscal years, (iv) the Company’s surplus is less than its liquidation value at certain specified measurement dates, (v) occurrence of a merger, consolidation, or sale of greater than 50% of the Company’s assets, or (vi) the occurrence of liquidity events as set forth in the Stock Purchase Agreement. The redemption price is $ 20.00 per share plus dividends accrued but not paid. The Company is accreting the Series A Preferred Stock to redemption value over the period from the date of issuance to the date first callable by the Series A Preferred stockholders (September 27, 2031), such that the carrying amount of the security will equal the redemption amount at the earliest redemption date. 86 Table of Contents 12. Stock-Based Compensation Plans The components of stock-based compensation expense were as follows: Year Ended December 31, 2025 2024 (in thousands) 2023 Incentive Stock Plan $ 44,424 $ 29,105 Employee Stock Purchase Plan 142 142 Total stock compensation expense 44,566 29,247 Income tax benefit related to stock compensation expense 14,942 13,288 Total stock compensation expense, net of tax $ 29,624 $ 15,959 The significant stock compensation plans are described below. The 2023 Incentive Stock Plan (the “2023 Plan”) amended and restated the prior 2021 Incentive Stock Plan. 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. Stock-based compensation is primarily in the form of restricted stock awards (“RSAs”). 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. 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. 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. The option award vests in four equal annual installments and has a six-year term. The expense associated with this option is recognized on a straight-line basis over the vesting period. 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. The fair value of the RSAs equaled the stock price at the grant date. The fair value of the non-qualified stock option was determined under the Black-Scholes model with the following assumptions: (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 %. 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. The expected share price volatility is based on the historical volatility of the Company’s common stock. The dividend yield is based on anticipated cash dividend payouts. The risk-free interest rate is based on the U.S. 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: Number Outstanding Weighted Average Grant Date Fair Value Balance as of December 31, 2023 465,856 $ 49.95 Shares granted 460,454 56.11 Shares forfeited ( 3,916 ) 63.40 Shares vested ( 352,969 ) 58.19 Balance as of December 31, 2024 569,425 $ 49.73 Shares granted 610,519 172.43 Shares forfeited ( 12,653 ) 166.13 Shares vested ( 331,398 ) 58.66 Balance as of December 31, 2025 835,893 $ 134.07 The weighted average grant date exercise price of the non-qualified stock option was $ 126.55 . 87 Table of Contents 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. At December 31, 2025, the intrinsic value of the unvested RSAs was $ 113.4 million. 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. 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. Full-time employees may designate no more than 10 % of their base cash compensation to be deducted each pay period for the purchase of common stock under the Purchase Plan. Participants may purchase no more than 1,000 shares or $ 25,000 of common stock in any one calendar year. Each January 31 and July 31, shares of common stock are purchased with the employees’ payroll deductions from the immediately preceding six months at a price per share of 85 % of the lesser of the market price of the common stock on the purchase date or the market price of the common stock on the date of entry into an offering period. In 2025 and 2024, 3,194 and 9,843 shares of common stock, respectively, were issued under the ESPP. The Company issues new shares through its transfer agent upon employee stock purchase. 13. Employee 401(k) Plan The Company adopted The Willis 401(k) Plan (the “401(k) Plan”) effective as of January 1997. The 401(k) Plan provides for deferred compensation as described in Section 401(k) of the Internal Revenue Code. The 401(k) Plan is a contributory plan available to all full-time and part-time employees in the U.S. In 2025, employees who participated in the 401(k) Plan could elect to defer and contribute to the 401(k) Plan up to 75 % of pretax salary or wages up to $ 23,500 (or $ 31,000 for employees at least 50 years of age). The Company matches 50 % of employee contributions and was capped at $ 11,750 per employee (or $ 15,500 for employees at least 50 years of age) in 2025. The Company match totaled $ 1.3 million and $ 1.0 million during the years ended December 31, 2025 and 2024, respectively. 14. Related Party Transactions Joint Ventures In May 2025, WAML, a wholly-owned subsidiary of the Company entered into a SPA, by and between WAML and WMES. 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. The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $ 43.0 million for the Company. “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. The Company recognized $ 3.0 million as a financial arrangement fee from WMES for assisting with the setup of their new revolving credit facility. 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. 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. During 2025, the Company purchased one engine from WMES for $ 7.2 million. During 2024, the Company did not purchase any engines from WMES. 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. During 2024, the Company did not sell any engines to CASC Willis. 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. 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. During 2025, the Company paid WMES $ 1.2 million for fleet management services, which WMES provided through its purchase of BAML. 88 Table of Contents Other 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. 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. The purchase price was $ 126.2782 per share, a 2 % discount to the volume weighted average price on December 4, 2025. 15. Reportable Segments The Company has two reportable segments: (i) Leasing and Related Operations, which involves acquiring and leasing, primarily pursuant to operating leases, commercial aircraft, aircraft engines, and other aircraft equipment, the selective purchase and resale of commercial aircraft engines and other aircraft equipment, and service and maintenance related businesses and (ii) Spare Parts Sales, which involves the purchase and resale of after-market engine parts, whole engines, engine modules, and portable aircraft components. The Company’s Chief Operating Decision Maker (“CODM”) is Austin Willis, Chief Executive Officer. The CODM evaluates the performance and allocation of resources to each of the segments based on income or loss from operations. While the Company believes there are synergies between the two business segments, the segments are managed separately because each requires different business strategies. 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): For the year ended December 31, 2025 Leasing and Related Operations Spare Parts Sales Eliminations Total Revenue: Lease rent revenue $ 291,633 $ — $ — $ 291,633 Maintenance reserve revenue 231,980 — — 231,980 Spare parts and equipment sales 58,060 57,504 ( 20,081 ) 95,483 Interest revenue 14,093 — — 14,093 Gain on sale of leased equipment 54,025 — — 54,025 Gain on sale of financial assets 378 — — 378 Maintenance services revenue 25,492 — — 25,492 Other revenue 17,012 432 ( 287 ) 17,157 Total revenue 692,673 57,936 ( 20,368 ) 730,241 Expenses: Depreciation and amortization expense 111,503 50 — 111,553 Cost of spare parts and equipment sales 55,748 56,122 ( 19,599 ) 92,271 Cost of maintenance services 28,314 — ( 396 ) 27,918 Write-down of equipment 32,947 — — 32,947 General and administrative 188,559 6,176 — 194,735 Technical expense 31,470 — ( 86 ) 31,384 Net finance costs: Interest expense 132,060 — — 132,060 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 Income (loss) from operations $ 108,991 $ ( 4,412 ) $ ( 287 ) $ 104,292 89 Table of Contents For the year ended December 31, 2024 Leasing and Related Operations Spare Parts Sales Eliminations Total Revenue: Lease rent revenue $ 238,236 $ — $ — $ 238,236 Maintenance reserve revenue 213,908 — — 213,908 Spare parts and equipment sales 1,640 46,268 ( 20,809 ) 27,099 Interest revenue 11,683 — — 11,683 Gain on sale of leased equipment 45,063 — — 45,063 Maintenance services revenue 24,158 — — 24,158 Other revenue 8,412 890 ( 226 ) 9,076 Total revenue 543,100 47,158 ( 21,035 ) 569,223 Expenses: Depreciation and amortization expense 92,386 74 — 92,460 Cost of spare parts and equipment sales 197 43,192 ( 20,537 ) 22,852 Cost of maintenance services 24,631 — ( 161 ) 24,470 Write-down of equipment 11,228 — — 11,228 General and administrative 141,199 5,558 — 146,757 Technical expense 22,405 — ( 111 ) 22,294 Net finance costs: Interest expense 104,764 — — 104,764 Total net finance costs 104,764 — — 104,764 Total expenses 396,810 48,824 ( 20,809 ) 424,825 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 $ 3,873,077 $ 63,238 $ — $ 3,936,315 Total assets as of December 31, 2024 $ 3,219,856 $ 77,340 $ — $ 3,297,196 16. Subsequent Events In January 2026, the Board of Directors of the Company declared a quarterly dividend of $ 0.40 per share on the Company’s outstanding common stock. The dividend was paid on February 20, 2026 to stockholders of record at the close of business on February 11, 2026. In February 2026, the Company entered into Amendment No. 2 to the Credit Agreement (the “Amendment”). 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). 90 Table of Contents WILLIS LEASE FINANCE CORPORATION AND SUBSIDIARIES SCHEDULE II - VALUATION ACCOUNTS (In thousands) Balance at Beginning of Period Additions Charged (Credited) to Expense Net Deductions Balance at End of Period Year Ended December 31, 2024 Accounts receivable, allowance for doubtful accounts and credit losses $ 2,311 $ ( 907 ) $ ( 88 ) $ 1,316 Notes receivable, allowance for credit losses $ 69 $ 178 $ — $ 247 Investments in sales-type leases, allowance for credit losses $ 9 $ 13 $ — $ 22 Deferred tax valuation allowance $ 978 $ 2,172 $ ( 13 ) $ 3,137 Year Ended December 31, 2025 Accounts receivable, allowance for doubtful accounts and credit losses $ 1,316 $ ( 432 ) $ ( 16 ) $ 868 Notes receivable, allowance for credit losses $ 247 $ ( 107 ) $ — $ 140 Investments in sales-type leases, allowance for credit losses $ 22 $ ( 5 ) $ — $ 17 Deferred tax valuation allowance $ 3,137 $ 4,189 $ ( 618 ) $ 6,708 Deductions in allowance for doubtful accounts and credit losses represent uncollectible accounts written off, net of recoveries. 91