PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☒		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

Willis Lease Finance Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

DATED APRIL 13, 2026

     EXECUTIVE CHAIRMAN’S LETTER TO OUR STOCKHOLDERS

    

Dear Fellow Stockholders,

On behalf of the Board of Directors, I am pleased to invite you to attend Willis Lease Finance Corporation’s 2026 Annual Meeting of Stockholders.

Throughout our over 40-year history as a leading lessor of commercial aircraft engines and global provider of aviation services, Willis Lease has delivered consistent revenue, profitability and cash flow generation. In 2025, we continued to build on this track record of solid performance.

Today, Willis Lease is well positioned to capitalize on increasing engine and aircraft demand, as demonstrated by a 22% increase in lease rent revenue in 2025 compared to 2024. Through our vertically integrated platform, we aim to maximize the value of our portfolio and offer differentiated solutions to our customers. As global airline partners continue to rely on our services to maintain reliable and cost-effective fleets, the Board is focused on overseeing innovation and platform enhancements that reduce maintenance expenses and extend asset life.

Building on a successful 2025, at the start of this year, the Board oversaw the establishment of Willis Lease’s asset management arm, Willis Aviation Capital, to enhance our asset management capabilities, laying the groundwork for our long-term strategy. We are excited about the potential that new partnerships and broader access to capital can provide for Willis Lease to support a greater volume of aviation assets, increase lessee diversification, and pursue a more programmatic investment approach, further accelerating growth.

Our Board maintained its focus on taking actions to drive long-term stockholder value creation and continued operational excellence over the course of the year. We believe our Board’s leadership structure provides continuity and deep institutional knowledge of the Company’s business priorities and long-standing industry relationships. Since 2024, we have appointed three new independent directors, Stephen Jones, Colm Barrington, and Brendan J. Curran, who bring deep expertise across the aviation industry, spanning capital allocation and expansion strategies, corporate transactions, international procurement, and commercial and aftermarket engine businesses.

With long-term demand for our business model, supported by a growing pipeline, and an expanding base of strategic capital partners, I am confident we will build on our momentum and deliver disciplined growth and sustainable value creation.

The Board values your continued engagement and thanks you for your continued investment and support in Willis Lease.

Sincerely,

Charles F. Willis, IV

Executive Chairman of Willis Lease Finance Corporation

     NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

    

      
Tuesday, May 26, 2026
10:00 a.m., Eastern Time

Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of WILLIS LEASE FINANCE CORPORATION (as may be adjourned or postponed, the “Annual Meeting”) which will be held virtually via live webcast at 10:00 a.m., Eastern Time, on Tuesday, May 26, 2026.

The platform for the virtual Annual Meeting includes functionality that affords validated stockholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log in to the virtual Annual Meeting are provided below and, once admitted, stockholders may view reference materials, submit questions, and vote their shares by following the instructions that will be available on the Annual Meeting website.

In addition to any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof, stockholders will be asked to:

•

elect one Class I Director to serve until the 2029 Annual Meeting of Stockholders, specifically and as nominated by the Board of Directors: Stephen Jones. The Board of Directors recommends that you vote FOR this proposal (“Proposal 1”);

•

approve an amendment to the Company’s Certificate of Incorporation to effect a forward stock split and increase the number of authorized shares of Common Stock and Preferred Stock. The Board of Directors recommends that you vote FOR this proposal (“Proposal 2”);

•

cast an advisory vote to approve the compensation of the Company’s named executive officers as disclosed in these materials. The Board of Directors recommends that you vote FOR approval of such compensation (“Proposal 3”);

•

cast an advisory vote ratifying the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026. The Board of Directors recommends that you vote FOR this proposal (“Proposal 4”); and

•

approve the adjournment of the Annual Meeting if necessary or appropriate in the view of the Board of Directors to permit further solicitation and voting of proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 2. The Board of Directors recommends that you vote FOR this adjournment proposal (“Proposal 5” or the “Adjournment Proposal”).

The Board of Directors has fixed the close of business on April 6, 2026, as the record date for determining those stockholders who will be entitled to notice of and to vote at the meeting. The stock transfer books will not be closed between the record date and the date of the meeting. A quorum comprising the holders of the majority of the outstanding shares of our common stock, $0.01 par value (the “Common Stock”), on the record date must be present or represented for the transaction of business at the Annual Meeting. Accordingly, it is important that your shares be represented at the meeting.

Access and Log in Instructions for Virtual Annual Meeting

Register prior to the Annual Meeting at www.proxydocs.com/WLFC using your unique 12-digit or 16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. You will be able to attend the Annual Meeting by following the instructions that will be emailed to you upon completion of such registration. Online access to the Annual Meeting will open at 9 a.m., Eastern Time, to allow time for you to log in prior to the start of the live audio webcast of the Annual Meeting at 10 a.m., Eastern Time.

How Beneficial Owners May Participate in the Virtual Annual Meeting

If your shares are registered in the name of your bank, broker or other nominee, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner, to vote or ask questions at the virtual Annual Meeting, you must first obtain a valid legal proxy from your bank, broker or other nominee and then register in advance to attend the Annual Meeting. Follow the instructions from your bank, broker or other nominee included with the proxy materials that you are provided, or contact your bank, broker or other nominee to request a legal proxy form.

After obtaining a valid legal proxy from your bank, broker or other nominee, to register to vote or ask questions at the virtual Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to DMSsupport@BetaNXT.com.

Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 25, 2026. You will receive a confirmation of your registration by email after we receive your required registration materials.

Voting Methods

BEFORE the Annual Meeting:

Vote by Internet: Go to www.proxydocs.com/WLFC until 11:59 p.m. Eastern Time on May 25, 2026.

Vote by Phone: Call toll-free 1-866-994-5580 until 11:59 p.m. Eastern Time on May 25, 2026.

Vote by Mail: Complete, sign and date the proxy card/voting instruction card and return it promptly in the postage-paid envelope that is enclosed with your proxy materials.

DURING the Annual Meeting:

Vote by Internet: Go to www.proxydocs.com/WLFC and vote during the Annual Meeting by entering the 12-digit or 16-digit control number included in your proxy materials and following the instructions on the Annual Meeting website.

It remains very important that your shares are represented and voted at the Annual Meeting. Therefore, we strongly encourage you to vote in advance of the Annual Meeting. You may revoke your proxy at any time prior to the time it is voted at the Annual Meeting. Returning the proxy card does not deprive you of your right to virtually attend the meeting and to vote your shares at the virtual Annual Meeting.

Proxy materials were mailed to you on or about April [●], 2026. Please read the proxy materials carefully. Your vote is important, and we appreciate your cooperation in considering and acting on the matters presented.

By Order of the Board of Directors,

Z. Clifton Dameron IV

Senior Vice President,

General Counsel and

Corporate Secretary

April [●], 2026

TABLE OF CONTENTS


	Page
SOLICITATION AND VOTING OF PROXIES	2
ABOUT WILLIS LEASE FINANCE CORPORATION	6
INFORMATION ABOUT THE BOARD OF DIRECTORS AND THE COMMITTEES OF THE BOARD	8
PROPOSAL 1: ELECTION OF ONE CLASS I DIRECTOR	17
EXECUTIVE OFFICERS OF THE COMPANY	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	19
EXECUTIVE COMPENSATION	21
REPORT OF THE AUDIT COMMITTEE	38
PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO EFFECT A FORWARD STOCK SPLIT AND INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK AND PREFERRED STOCK	39
PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION	42
PROPOSAL 4: ADVISORY VOTE ON THE APPOINTMENT OF GRANT THORNTON LLP	43
PROPOSAL 5: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING IF NECESSARY OR APPROPRIATE IN THE VIEW OF THE BOARD OF DIRECTORS TO PERMIT FURTHER SOLICITATION AND VOTING OF PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE PROPOSAL 2	44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	45
DELINQUENT SECTION 16(A) REPORTS	46
STOCKHOLDER PROPOSALS	46
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS	47
OTHER MATTERS	48

2026 WLFC Proxy Statement 1

     SOLICITATION AND VOTING OF PROXIES

    

General

This proxy statement is furnished in connection with the solicitation by the Board of Directors (also referred to as the “Board”, “Directors” or, each member of the Board individually as, a “Director”) of WILLIS LEASE FINANCE CORPORATION (“we,” “us,” “our,” “Willis Lease” or the “Company”) for proxies to be voted at our 2026 Annual Meeting of Stockholders (as may be adjourned or postponed, the “Annual Meeting”), which will be held virtually via live webcast at 10:00 a.m., Eastern Time, on Tuesday, May 26, 2026. Register prior to the Annual Meeting, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting, at www.proxydocs.com/WLFC using your unique 12- digit or 16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. You will be able to attend the Annual Meeting by following the instructions that will be emailed to you upon completion of such registration.

This proxy statement is being mailed to stockholders on or about April [●], 2026. Our 2025 Annual Report is being mailed to stockholders concurrently with this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting to be held on May 26, 2026:

The Proxy Statement, Proxy Card and the Annual Report

on Form 10-K for the fiscal year ended December 31, 2025

are also available free of charge at

https://www.investorrelations.com/WLFC.

Voting

The close of business on April 6, 2026 is the record date for determining whether you, in your capacity as a stockholder, are entitled to notice of and to vote at the Annual Meeting. As of that date, we had 7,736,318 shares of Common Stock issued and outstanding. All of the shares of Common Stock outstanding on the record date are expected to be entitled to vote at the Annual Meeting. If you are entitled to vote at the meeting, you will have one vote for each share of Common Stock you hold with regard to each matter to be voted upon.

The required quorum for the meeting is a majority of the outstanding shares of Common Stock eligible to be voted on the matters to be considered at the meeting.

Shares of our Common Stock represented by proxies which are properly executed and returned to us on the accompanying proxy card will be voted at the Annual Meeting in accordance with the instructions marked on the proxy card. If you do not mark any instructions on the proxy card, your shares represented by the proxy card will be voted for the election of the Board’s nominee as Class I Director, for the amendment to the Company’s Amended and Restated Certificate of Incorporation, dated March 12, 1998, (as thereafter amended, modified, supplemented or otherwise revised from time to time, the “Certificate of Incorporation”) to effect a forward stock split and increase the number of authorized shares of Common Stock and Preferred Stock, and in favor of Proposals 3, 4 and 5.

In the election for a Director (Proposal 1), the nominee for Class I director receiving the highest number of affirmative votes will be elected. The affirmative vote of the holders, voting together as a single class, of not less than eighty percent (80%) of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors is required for the approval of Proposal 2. See “Proposal 2 — Approval” for additional details with respect to the approval standard for Proposal 2. The affirmative vote of a majority of the shares of Common Stock voted in person or by proxy at the Annual Meeting is required for the approval of Proposals 3, 4 and 5.

2 2026 WLFC Proxy Statement

A summary of the voting provisions for the matters to be voted on at the Annual Meeting, provided a valid quorum is present or represented at the Annual Meeting, is as follows:


Proposal	Vote	Board Recommendation	Routine or Non-Routine	Discretionary Voting by Broker Permitted?	Vote Required for Approval	Impact of Abstentions	Impact of Broker Non-Votes
1	Election of director nominee	FOR	Non-routine; if you hold your shares in street name, your broker may not vote your shares for you if you do not provide instructions to your broker	No	Plurality	No impact	No impact
2	Approval of an amendment to the Company’s Certificate of Incorporation to effect a forward stock split and increase the number of authorized shares of Common Stock and Preferred Stock	FOR	Routine; if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you	Yes	Affirmative vote of the holders, voting together as a single class, of not less than eighty percent (80%) of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors	Counted AGAINST	Broker has the discretion to vote
3	Advisory vote to approve named executive officer compensation	FOR	Non-routine; if you hold your shares in street name, your broker may not vote your shares for	No	Majority of votes present and entitled to vote thereat and thereon	Counted AGAINST	No impact

2026 WLFC Proxy Statement 3

      
     you if you do not provide instructions to your broker

     4

     Ratification of independent registered public accounting firm 

     FOR 

     Routine; if you hold your shares in street name, your broker may vote your shares for you absent any other instructions from you
 
     Yes 

     Majority of votes present and entitled to vote thereat and thereon

SEC Form PRE 14A filed by Willis Lease Finance Corporation