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:

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):

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

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:

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 24, 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 24, 2026

TABLE OF CONTENTS

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 24, 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 7,604,821 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.

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:

If a properly signed proxy or ballot indicates that you abstain from voting or that your shares are not to be voted on a particular proposal (or that you “withhold” your vote for a director nominee), your shares will not be counted as having been voted on that proposal, although your shares will be counted as being in attendance at the meeting for purposes of determining the presence of a quorum. Broker non-votes (i.e., shares held by brokers or nominees, as to which instructions have not been received from beneficial owners or persons entitled to vote, that the broker or nominee does not have discretionary power to vote on a particular matter) are counted towards a quorum, but are not counted for purposes of the proposals in determining whether a matter has been approved by the required number of shares represented in person or by proxy and entitled to vote. A broker or other nominee will not have discretion to vote your shares on any “non-routine” matters, absent instructions from you. Accordingly, we encourage you to provide voting instructions to your broker or other nominee whether or not you plan to participate in the meeting.

Our management does not know of any matters to be presented at the Annual Meeting other than those set forth in this proxy statement and in the Notice accompanying this proxy statement. If other matters should properly come before the meeting, the proxy holders will vote on such matters in accordance with their best judgment.

We encourage stockholders to vote in advance of the Annual Meeting, even if they plan to access the Annual Meeting virtually. In order to vote in advance, proxies submitted by internet or telephone must be received by 11:59 p.m., Eastern Time, on May 25, 2026. Stockholders can vote during the Annual Meeting, using the internet. Beneficial holders who wish to vote during the Annual Meeting must obtain a valid legal proxy from their broker, bank or other nominee prior to the date of the Annual Meeting and then register in advance no later than 5:00 p.m., Eastern Time, on May 25, 2026. Voting by a stockholder during the Annual Meeting will replace and supersede any previous votes cast by that stockholder by internet, telephone or mail.

Revocability of Proxies

Stockholders of record may revoke their proxy at any time before the polls close by submitting a later-dated proxy card, by voting using the internet at the Annual Meeting, by delivering an instrument of revocation to our Corporate Secretary before the Annual Meeting, or by voting again using the internet or by telephone before the cut-off time. Your latest internet or telephone proxy is the one that will be counted. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting instructions.

Solicitation

This solicitation is made by our Board of Directors on our behalf. The entire cost of preparing, assembling and mailing the Notice of Annual Meeting, this proxy statement and the enclosed proxy card, and of soliciting proxies, will be paid by us. Proxies will be solicited principally through the use of mail services, but we may solicit proxies personally or by telephone, electronic mail or special letter by our officers and our regular employees for no additional compensation. We have retained Mediant Communications LLC to aid in the solicitation at an estimated cost to us of approximately $25,000 plus out-of-pocket expenses. We have also retained Innisfree M&A Incorporated to act as our proxy solicitor in conjunction with the Annual Meeting at an estimated cost to us of approximately $40,000 plus out-of-pocket expenses.

In addition, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated:

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Stockholders Toll-Free: (877) 825-8772

Banks and Brokers: (212) 750-5833

Willis Lease Finance Corporation is a leading lessor of commercial aircraft engines and provider of aviation services, with over 40 years of experience supporting airlines globally. Through its vertically integrated platform spanning leasing, asset management, and consultancy and support services, the Company delivers critical solutions across the aviation value chain.

With $4.1 billion in assets under management and long-standing industry relationships, Willis Lease is well positioned to support sustained demand for aviation assets and services.

Board of Directors

Our bylaws authorize us to have up to seven Directors. Presently, the Board consists of five Directors divided into three classes: one Director in Class I and two Directors in each of Class II and Class III. One class is elected each year for a three-year term. The Board has affirmatively determined that each of Colm Barrington, Brendan J. Curran and Stephen Jones qualifies as an independent Director, as defined in the Nasdaq listing standards.

Our business, property and affairs are managed under the direction of the Board. Directors are kept informed of our business through discussions with our Executive Chairman and our Chief Executive Officer (“CEO”) as well as our other officers, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The Board held a total of 7 meetings during the fiscal year ended December 31, 2025. Each incumbent Director attended at least 75% of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings held by all committees of the Board on which that Director served.

Communications with the Board

You may communicate with the Board by sending a letter to: Board of Directors, Willis Lease Finance Corporation, c/o Office of the Corporate Secretary, 4700 Lyons Technology Parkway, Coconut Creek, FL 33073. Our Office of the Corporate Secretary will receive your correspondence and forward it to the Board of Directors or to any individual Director or Directors to whom your communication is directed, unless the communication is unduly hostile, threatening, illegal, does not reasonably relate to us or our business, or is similarly inappropriate. The Office of the Corporate Secretary has the authority to discard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications.

Attendance at the Annual Meeting of Stockholders

Although we do not have a formal policy regarding attendance by members of our Board of Directors at our Annual Meeting of Stockholders, we encourage, but do not require, Directors to attend. Three of our Directors participated in our 2025 Annual Meeting of Stockholders.

Committees of the Board

The Board of Directors has an Audit Committee and a Compensation Committee, both currently comprised solely of independent directors as defined by the Nasdaq listing standards (the “Audit Committee” and the “Compensation Committee”, respectively).

The Board does not have a nominating committee or committee performing the functions of such a committee. The Board has determined that the function of a nominating committee is adequately fulfilled by the independent Directors. As there is no such established committee, the Company has no nominating committee charter. The full Board of Directors participates in the consideration of any Director nominee; however, Director nominees are approved by a majority of the Board's independent Directors.

Although we have not formally set any specific minimum qualifications that Director nominees must possess, we look for candidates with appropriate experience in aviation and leasing, a strong professional background, and a general understanding of marketing, finance and other disciplines related to the success of a company in our industry. Also, although not part of any formal policy, our goal is to achieve a balanced and diverse Board, with members whose skills, backgrounds and experiences are complementary and, together, cover the spectrum of areas that impact our business. Our Directors are generally nominated by our management or other Directors, and each nominee is evaluated based on the above qualifications and in the context of the Board as a whole. While we do not normally engage professional search firms or other third parties in connection with our Board nomination process, we may do so in the future.

As we do not have a history of stockholder nominations of Directors, we do not have a formal policy regarding stockholder nominees to the Board. Under our bylaws, stockholders wishing to nominate a

candidate for Director must give notice to our Corporate Secretary no later than the close of business on the 90th day prior to the anniversary of our preceding year’s annual meeting. If the annual meeting is more than 30 days before or 60 days after such anniversary date, the notice must be delivered no later than the 90th day prior to such annual meeting or the 10th day following the day on which we publicly announce the annual meeting date. The notice should set forth as to each person whom the stockholder proposes to nominate for election or re-election as a director: (i) the name, age, business address and residence address of the nominee; (ii) the principal occupation or employment of the nominee; (iii) the class and number of our shares beneficially owned by the nominee; (iv) a description of all arrangements or understandings between the stockholder and the nominee and any other person(s) pursuant to which the nomination is made by the stockholder; and (v) any other information relating to the nominee that is required to be disclosed in proxy statements for the election of Directors pursuant to Regulation 14A under the Exchange Act. Nominees proposed by stockholders will be evaluated in the same manner as those proposed by management or existing Directors.

The Audit Committee oversees our accounting function, internal controls and financial reporting process on behalf of the Board. The Audit Committee meets with our financial management and our independent registered public accounting firm to review our financial statements and filings, the audit and matters arising from them, and financial reporting procedures, including any significant judgments made in preparation of the financial statements. The Nasdaq’s listing rules require that our Audit Committee be composed of at least three independent Directors, who currently are: Brendan J. Curran (Chair), Colm Barrington and Stephen Jones. All members of the Audit Committee are able to read and understand financial statements. Mr. Curran also qualifies as an audit committee financial expert, as defined by the SEC, and is financially sophisticated as required by the Nasdaq listing standards. The Audit Committee held 4 meetings during the 2025 fiscal year. The Audit Committee’s charter is available on the Company’s website (www.wlfc.global).

The Compensation Committee reviews and approves our compensation arrangements for executive officers and administers the Company’s 2023 Incentive Stock Plan and the Company’s Employee Stock Purchase Plan. The Compensation Committee currently consists of the Board’s independent Directors: Stephen Jones (Chair), Colm Barrington and Brendan J. Curran. The Compensation Committee held 4 meetings during 2025. The Compensation Committee’s charter is available on the Company’s website (www.wlfc.global).

The Board of Directors may also establish a committee of independent Directors, as defined by the Nasdaq listing standards, to address specific strategic issues from time to time, which it did in 2025.

Board Leadership Structure

Our Company is led by Charles F. Willis, IV, the Company’s founder and Executive Chairman of the Board, and Austin C. Willis, the Company’s CEO. This approach of splitting the Executive Chairman and CEO roles is commonly utilized by public companies in the United States and we believe it is effective for our Company as well. Prior to serving as Executive Chairman of the Board, Mr. Charles Willis served as Chairman and Chief Executive Officer since the Company was founded, which has allowed Mr. Charles Willis to be seen by participants in the aviation industry and by our customers, business partners, investors and other stakeholders as providing strong leadership for our Company and in our industry. Prior to serving as the Company’s CEO, Mr. Austin Willis served as the Company’s Senior Vice President, Corporate Development, which gave him extensive knowledge of the Company and its business lines and prepared him for the role of CEO. The Board believes that the separation of the roles of Executive Chairman and CEO is the optimal structure for us and our stockholders because it enables decisive leadership, ensures clear accountability and enhances our ability to consistently communicate our message and strategy to all of our stakeholders. Moreover, Messrs. Charles Willis and Austin Willis possess detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our business and, therefore, are best positioned to develop agendas that focus the Board’s time and attention on the most critical matters. We recognize that different board leadership structures may be appropriate for companies in different situations and at different times, and we believe that no one structure is suitable for all companies. While we believe that our current Board leadership structure is optimal for us and demonstrates to our employees, suppliers, customers and other stakeholders that Willis Lease is under strong leadership, this may change in the future.

We have not appointed an independent Board chairman or lead independent Director, as we believe that the members of our Board and the two standing Board committees consisting of entirely independent Directors provide an appropriate level of oversight. In this regard, the Audit Committee oversees the accounting and financial reporting processes, as well as risk, legal and compliance matters. The Compensation Committee oversees the compensation of our Executive Chairman and CEO and, upon the recommendation of the CEO, the compensation of the other executive officers of the Company. Each of these committees is led by a chairperson other than the Executive Chairman or CEO and, as discussed in more detail in this proxy statement, the entire Board of Directors is actively involved in overseeing our risk management. The entire Board monitors or, as appropriate, the independent Directors monitor matters such as the composition of the Board and its committees, Board performance and “best practices” in corporate governance. Our independent Directors also conduct meetings in executive session. These meetings are typically held in conjunction with Board meetings. In 2025, 4 Board meetings included an independent Directors’ session. This allows Directors to speak candidly on any matters of interest without the Executive Chairman, CEO or other management members present. We believe this framework strikes a sound balance with appropriate oversight and that appointing an independent Board chairman would not improve the performance of the Board in a material way.

The Board’s Role in Risk Oversight

It is management’s responsibility to manage risk and bring to the Board’s attention the most material risks to the Company. Our Board, including through the Audit Committee and Compensation Committee, each of which are comprised solely of independent Directors, regularly reviews various areas of significant risk to the Company, and advises and directs management on the scope and implementation of policies, strategic initiatives and other actions designed to mitigate various types of risks. Specific examples of risks primarily overseen by the full Board include competition risks, industry risks, economic risks, interest rate risks, liquidity risks, business operations risks, cybersecurity risks and risks related to acquisitions and dispositions.

Our Audit Committee regularly reviews with management and our independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures. Specific examples of risks primarily overseen by the Audit Committee include risks related to the preparation of Willis Lease’s financial statements, disclosure controls and procedures, internal controls and procedures required by the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, accounting, financial and auditing risks, treasury risks (insurance, credit and debt), risks posed by significant litigation matters, and risks associated with proposed affiliate transactions. Our Audit Committee also oversees compliance with other applicable laws and regulations, as well as the Company’s Standards of Ethical Conduct Policy. Any reports received on the Company’s whistleblower hotline are submitted to the Chair of the Audit Committee.

The Compensation Committee reviews and evaluates risks related to the attraction and retention of talent, risks associated with management succession planning, risks related to compliance issues relating to compensation matters, and risks related to the design of compensation programs established by the Compensation Committee for our executive officers. The Compensation Committee has determined in its reasonable business judgment that our compensation policies and practices for all employees, including executive officers, continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on the Company.

Our Board and management oversee cybersecurity risks related to the Company and our operations. Our Board and management have regular discussions to stay vigilant and engaged as it relates to cyber exposures, risk management strategy, monitoring, and cyber-incident response and recovery plans. Directors have access to, and relationships with, cybersecurity experts in the organization, including the Company’s Head of Information Technology.

Director Compensation

For details regarding Director compensation, see “Compensation Tables — Director Compensation” elsewhere in this proxy statement.

Biographical Information

* Age as of April 6, 2026.

Our Board is divided into three classes, each class having a three-year term that expires in successive years. At the Annual Meeting, one Director will be elected in Class I, to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders or until succeeded by another qualified Director who has been duly elected.

The Board of Directors proposes that Mr. Stephen Jones be elected as Director in Class I for a three-year term expiring at the 2029 Annual Meeting or until his successor is duly elected and qualified or until such Director’s earlier death, resignation, disqualification or removal.

The proxy holders intend to vote all proxies received by them for the foregoing nominee, unless instructions to the contrary are marked on the proxy. In the event that the foregoing nominee is unable or declines to serve as a Director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the present Board to fill the vacancy. As of the date of this proxy statement, the Board is not aware of any nominee who is unable or will decline to serve as a Director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEE AS A CLASS I DIRECTOR.

Our current executive officers and their respective ages as of April 6, 2026 were as listed below.

* See business experience background under “Principal Occupations, Background and Qualifications of Director Nominees and Continuing Directors.”

Scott B. Flaherty

Z. Clifton Dameron IV

The following table sets forth information regarding the beneficial ownership of our Common Stock as of March 31, 2026 by: (i) each person who is known to us to own beneficially more than five percent of the outstanding shares of our Common Stock; (ii) each Director; (iii) each Named Executive Officer; and (iv) all Directors and Executive Officers as a group. Unless specified below, the mailing address for each individual, officer or Director is c/o Corporate Secretary, Willis Lease Finance Corporation, 4700 Lyons Technology Parkway, Coconut Creek, FL 33073. As of March 31, 2026, we had 7,743,774 shares of Common Stock, $0.01 par value, issued and outstanding.

* Less than one percent of our outstanding Common Stock.

As a “smaller reporting company” (as defined under applicable securities laws), we have opted to comply with the executive compensation disclosure rules applicable to such companies, which require compensation disclosure for our principal executive officer and the two most highly compensated executive officers other than our principal executive officer, and up to two officers who would have been within the two most highly compensated executive officers if they had been serving as executive officers as of the last day of the fiscal year.

For purposes of this proxy statement, our named executive officers (“NEOs”) for the fiscal year ending December 31, 2025 are:

* Effective October 8, 2025, Mr. Hole’s title and position changed to Global Head of Managed Funds and Credit, and as of such time he no longer holds the title of President, and as of October 8, 2025, is no longer considered an “executive officer” of the Company.

Overview of Executive Compensation

We provide our executives with an annual base salary as a fixed, stable form of compensation, and we grant our executives equity-based awards to provide an additional incentive to grow our business and further link the interests of our executives with those of our stockholders. We also provide our executives the opportunity to earn an annual cash bonus as determined by our Compensation Committee, and we have entered into agreements with our executives that provide for severance benefits upon certain terminations of employment as described below.

Our Compensation Committee reviews our executives’ overall compensation packages on an annual basis (or more frequently as it deems warranted) to help ensure we continue to attract and retain highly talented executives and provide appropriate incentives to create additional value for our stockholders. The Compensation Committee may engage the services of outside advisors to assist the committee in setting the terms of our executive compensation program.

Compensation Consultant and Peer Group

For 2025, the Compensation Committee engaged the services of Exequity, LLP (“Exequity”) as its independent executive compensation advisor. To help the Compensation Committee in its review of our program, Exequity helped the Compensation Committee select a peer group of companies for purposes of evaluating the compensation to be provided to our executives for 2025. The Compensation Committee reviewed the compensation provided by the peer companies to their executives in comparable positions as background reference for its decisions regarding our executive compensation program. In selecting the peer companies, the Compensation Committee focused on publicly-traded companies based in the U.S. that are similar to us in terms of industry, general size and business characteristics. Identifying a suitable group of peer companies is particularly challenging for the Company given its highly specialized industry in which many of its direct competitors are foreign, private, or are subsidiaries of much larger companies. The peer group for 2025 consisted of the following 17 companies, which we believe represent a balanced mix of companies with operations in the areas of aerospace leasing, aerospace components, other non-aerospace leasing, and asset management:

Exequity did not provide any additional services to the Company during 2025 beyond its services in support of the Compensation Committee. The Compensation Committee reviewed the services provided by Exequity and considered the factors prescribed by the SEC and The Nasdaq Stock Market to assess the independence of Exequity, and based on its review, the Compensation Committee does not believe there is any conflict of interest between the Company and Exequity.

Results from Our Stockholder Advisory Vote

The Compensation Committee carefully considers feedback from the Company’s stockholders regarding the Company’s executive compensation program, including the results of the stockholders’ advisory vote on executive compensation, which was last held at the Company’s 2023 Annual Meeting and which was approved by more than 70% of the total votes cast (excluding broker non-votes). In accordance with the preference which received the most votes cast at the 2023 Annual Meeting among the alternatives regarding the frequency of future advisory votes on executive compensation, the Board decided that until at least the next advisory vote on the frequency of future advisory votes on executive compensation (occurring at the 2029 Annual Meeting), such advisory votes would be submitted to stockholders every three years. Following the 2026 Annual Meeting, the 2029 Annual Meeting will provide stockholders with their next advisory vote to approve executive compensation. Stockholders are invited to express their views to the Board regarding executive compensation as well as other matters as described in this proxy statement under the heading “Communications with the Board”.

Elements of Compensation

Base Salary: Each NEO’s base salary is set on the basis of the Compensation Committee’s assessment of salary levels in effect for comparable positions with the peer companies identified above, the officer’s personal performance, and considerations of any special internal responsibilities. Base salaries are reviewed annually and adjustments are made in accordance with the factors described above. Base salary increases depend in part on market competitiveness, time in position, individual performance and growth during the year, as well as expected future performance.

Annual Incentive Compensation: Target cash incentive percentages for the Company’s NEOs started with the target incentive percentage relative to salary set forth in their respective employment agreements, which percentages were determined in part by compensation negotiations at hire and by evaluating target incentive levels in the prevailing market. The employment agreement for Messrs. Charles Willis, Austin Willis, Hole, and Flaherty as of the end of December 31, 2025 provided for target incentive percentages of 150%, 125%, 90%, and 50%, respectively, which represent a portion of base salary.

Special Transactional Bonus Compensation: To reward specific employees for their contribution to transactions completed in 2025 that were outside the normal course of business for the Company, the Compensation Committee established a specific pool of monies, which pool was reduced from the incentive pool for annual incentive compensation. The individual special bonus compensation awards are included under the “Bonus” column of the Summary Compensation Table.

2025 Equity Awards

This section discusses the equity incentive awards granted to the NEOs under both our 2024 program and our 2025 program. As described below, consistent with prior years, the Compensation Committee determined that equity awards for 2024 would be granted in April 2025 based on its assessment of Company performance during 2024. For accounting purposes, these awards were treated as granted in 2025 when the number of shares earned were determined by the Compensation Committee, even though we consider them part of our 2024 compensation program. For 2025, the Compensation Committee modified its approach so that stock awards in respect of the 2025 compensation year were granted in January 2025, based on the target number of performance shares, with the amount of performance shares actually earned being based on 2025 performance as determined in 2026. For accounting purposes, these awards were also treated as granted in 2025. As the applicable SEC rules require that equity incentive awards be reported in the proxy statement as compensation for the year in which the awards were granted (as determined for accounting purposes), the Summary Compensation Table below includes the value of the equity awards granted to our NEOs under both our 2024 and 2025 programs as compensation for the NEO in 2025.

For 2025, the Compensation Committee established an equity award grant structure for the NEOs which awards a combination of time-based vesting restricted stock and target performance shares. Specifically, 40% of awards are time-based restricted stock and 60% are performance shares.

The time-based restricted stock, as determined by the Compensation Committee based on 2024 performance, was granted to each NEO on April 1, 2025 pursuant to the Company’s 2023 Incentive Plan, and vests ratably over a three-year period.

As part of our 2024 compensation program, each NEO was eligible to be granted two ranges of performance shares based on achievement, in 2024, of minimum, target or maximum goals, pursuant to the Company’s 2023 Incentive Plan. For the awards to be issued in April of 2025, the Compensation Committee determined that the performance shares for the NEOs would be based on return on equity and net contribution margin (defined as lease rent revenue, less depreciation and interest expenses) as of December 31, 2024. If the Company’s return on equity for fiscal year 2024 achieved 12.5%, 10% or 7.5%, each NEO would receive 125%, 100% or 75% of their target number of related performance shares. Additionally, if the Company’s net contribution margin for fiscal year 2024 achieved $36.2 million, $29.0 million or $21.7 million, each NEO would receive 125%, 100% or 75% of their target number of related performance shares. Our return on equity and net contribution margin as of December 31, 2024 exceeded 12.5% and $36.3 million, respectively. If actual performance for a metric was less than the threshold level, the performance shares subject to that metric would be forfeited. The performance shares that were earned based on achievement of these targets are subject to additional time-based vesting over a two-year period following their grant date. As a result of the Company’s performance, the Compensation Committee determined the maximum

number of performance shares had been earned and formally issued them to each NEO, subject to vesting conditions, on April 1, 2025:

It is important to note that for our 2024 compensation program, consistent with our historic practice, the number of performance shares eligible to be earned in respect of 2024 performance (to be granted in April 2025) were determined in December of 2023 by dividing the dollar value of the NEO’s performance share award opportunity by the closing price of a share of our common stock on that determination date, which was trading in the high $40 dollar ranges during such time. This stock price was relatively low as compared to the closing price of a share of our common stock on the date that the earned 2024 performance shares were ultimately granted in April 2025, which was $157.41. While the Company believes that this increase in stock price has been beneficial for all stockholders and has resulted in enhanced alignment, because the accounting value (and SEC reporting value) of these performance awards is based on the aggregate fair value on the grant date, the relatively higher number of performance shares (yielded as a result of the high-$40 stock price), combined with the increased closing stock price in April 2025, results in the aggregate grant date fair value of these awards appearing higher than the target level of performance share compensation determined as part of the 2024 compensation program.

As noted above, for 2025, the Compensation Committee modified its approach so that stock awards in respect of the 2025 compensation year were granted in January 2025, based on the target number of performance shares with the amount of performance shares actually earned being based on 2025 performance as determined in 2026. Each NEO was granted an award consisting of 40% of time-based restricted stock award and 60% of a target number of performance shares

The Compensation Committee determined that each NEO would be granted three tranches of performance shares based upon the achievement of three separate performance goals, measured over the one year period through December 31, 2025, of a minimum, target or maximum level of achievement established for each performance goal (with one of the performance goals only being able to be achieved at 100% if attained). For these performance shares granted in January 2025, the Committee determined that each tranche of performance shares for the NEOs would be earned based on (i) year-end assets under management (defined as the combined assets owned on balance sheet, through our joint ventures, through our investment vehicles, and the value of portfolios managed for third parties), (ii) adjusted Earnings Before Taxes (“EBT”) for our services businesses combined, and (iii) the Company making a final investment decision, with respect to our sustainable aviation fuel initiative. Assets under management, services business EBT and final investment decision performance shares represent 30%, 20% and 10% respectively, of the NEOs total 2025 performance share award opportunity. If the Company’s assets under management were at or above $5.0 billion, $3.7 billion or $3.0 billion, each NEO would receive 125%, 100% or 75% of their target number of performance shares. If our services business combined EBT was at or above $1.5 million, $0.5 million or $0.25 million each NEO would receive 125%, 100% or 75% of their target number of related performance shares. If the Company made a final investment decision with respect to our sustainable aviation fuels initiative each NEO would receive 100% of their target number of related performance shares. If actual performance for a metric was less than the threshold level (or a final investment decision on the sustainable aviation fuels initiative was not made), the performance shares subject to that metric would be forfeited.

Following the end of the performance period, it was determined that the Company’s assets under management were in excess of $3.0 billion but not more than $3.7 billion and therefore the Compensation

Committee determined our NEOs earned 75% of their targeted performance shares. The services business EBT was less than $0.25 million and therefore our Compensation Committee determined that our NEOs did not earn their related performance shares on this metric. The Company did make a final investment decision on its sustainable aviation fuel initiative and therefore our Compensation Committee determined that our NEOs did earn 100% of their related performance shares. The performance shares related to the achievement of these targets are subject to additional time-based vesting over a two-year period following the end of the performance cycle.

* This column reflects the aggregate total of (i) the grant date fair value of the time-based restricted stock awards shown in column A above, plus (ii) the value of the earned performance shares shown in column C above, derived by multiplying the number of earned performance shares shown in column C by the closing price of a share of common stock on the date the Compensation Committee determined the shares had been earned.

As described above, during 2025, the Compensation Committee modified its approach with respect to granting equity-based awards, in order to transition to an approach of granting awards at the beginning of the year to which such awards relate, rather than granting awards following the end of the year to which such awards relate. As a result of this transition, during 2025, the Compensation Committee approved two sets of stock awards, with one set being tied to the 2024 compensation program and the other set being tied to the 2025 compensation program. Although these awards were designed to cover two separate years (and were earned in respect of two separate years), the applicable SEC rules require that equity incentive awards be reported in the proxy statement as compensation for the year in which the awards were granted (as determined for accounting purposes), and therefore the Summary Compensation Table included in this proxy statement includes the value of the equity awards granted to our NEOs under both our 2024 and 2025 programs as compensation for the NEO in 2025. The effect of this modified approach will: (i) over time, allow the Company to better manage stock-based compensation expense because the grant date value of stock based compensation awards will be fixed upon grant at the beginning of an annual compensation program year, and (ii) following 2025, improve the presentation of stock award compensation as shown in the Summary Compensation Table (as compared to what is being shown for 2025), because the amount of stock based compensation presented will only reflect stock based compensation awarded for that specific compensation year.

As noted above, in accordance with SEC disclosure rules, the “stock awards” column of the Summary Compensation Table for 2025 includes the grant date fair value of the stock awards granted to our NEOs under both our 2024 and 2025 compensation programs, even though the stock awards granted in April of 2025 relate to 2024 performance and the stock awards granted in January of 2025 relate to 2025 performance. The Compensation Committee believes it is important for shareholders to better understand what the “stock awards” column of the Summary Compensation Table for 2025 would look like for the 2025 annual compensation award if the April 2025 grants (related to 2024 performance) were not reported as compensation in respect of 2025. The Compensation Committee believes that it is important for shareholders to have a more clear understanding of what compensation decisions related specifically to the 2025 compensation year.

* Excludes grant date fair value of time-based stock awards granted to Mr. Charles Willis in March of 2025 having a grant date fair value of $8,392,558. These awards are excluded from this table because those awards were not granted under the 2025 compensation program but rather were granted in connection with Mr. Charles Willis entering into a new employment agreement, as described in more detail below.

The above chart is not intended to modify, override or replace the information reported in the Summary Compensation Table below, but rather is intended to clarify for shareholders what portion of the aggregate grant date fair value reported in the Summary Compensation Table as “stock awards” relates to the 2024 performance year and what portion relates to the 2025 performance year.

Special Equity Awards to Mr. Charles Willis

On March 13, 2025, the Compensation Committee approved the renewal and amendment of the Employment Agreement between the Company and Mr. Charles Willis (the “A&R Employment Agreement”). In connection with the A&R Employment Agreement, the Compensation Committee approved a restricted stock grant to Mr. Charles Willis consisting of 44,904 restricted shares of Common Stock (the “Sign-On RSs”). The Sign-On RSs were fully vested as of the grant date. In connection with the A&R Employment Agreement, the Compensation Committee approved a grant of non-qualified stock options consisting of 231,000 stock options (the “March Stock Option”). The March Stock Option was scheduled to vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, or, if earlier, upon a change in control, subject generally to Mr. Willis’s continued service with the Company, from the grant date until the applicable vesting date.

On March 31, 2025 (the “Amendment Effective Date”), the Compensation Committee approved an amendment to the A&R Employment Agreement. This amendment (the “Employment Agreement Amendment”) amended the terms of the Sign-On RSs in order to provide for a vesting schedule applicable to the Sign-On RSs. As part of the Employment Agreement Amendment, the March Stock Option was cancelled. There was no commitment made to Mr. Charles Willis to grant him any award of any type whatsoever in substitution or in lieu of the March Stock Option.

Pursuant to the Employment Agreement Amendment, the Sign-On RSs are scheduled to vest in three equal annual installments on each of the first, second and third anniversaries of the grant date, subject generally to Mr. Willis’ continued service with the Company through each applicable vesting date. If Mr. Willis’ employment is terminated by the Company without Cause (as defined in the A&R Employment Agreement), by Mr. Willis for Good Reason (as defined in the A&R Employment Agreement), or due to Mr. Willis’ death or disability, subject to the terms and conditions of the Employment Agreement and the Sign-On RSs Award Agreement, all then unvested shares of common stock underlying the Sign-On RSs as of the date of Mr. Willis’ termination of employment will immediately vest. If Mr. Willis’ employment is terminated by the Company for Cause or by reason of Mr. Willis’ voluntary resignation without Good Reason, all then unvested shares of Common Stock underlying the Sign-On RSs as of the date of Mr. Willis’ termination of employment will be forfeited and cancelled for no additional consideration.

On November 10, 2025, the Compensation Committee approved the grant of a non-qualified stock option (the “Option Award”) to Mr. Charles Willis, to purchase up to 300,000 shares of the Company’s common stock, par value $0.01. The Option Award was intended to retain and incentivize Mr. Charles Willis to continue in the role of Executive Chairman and is structured to vest over a four-year period as further outlined below.

The Option Award will vest, subject generally to Mr. Willis’s continued service with the Company, in four equal annual installments on each of the first four anniversaries of November 10, 2025, or, if earlier, upon a change in control. The Option Award has a six-year term, measured from November 10, 2025, and was granted with an exercise price equal to the greater of (i) Fair Market Value (as defined in the Company’s 2023 Incentive Stock Plan) on November 10, 2025 and (ii) the five-day average volume weighted average Fair Market Value of the Common Stock for the five trading days occurring from (and including) November 10, 2025 through (and including) November 14, 2025. The Option Award will be exercisable during the term following vesting, subject to Mr. Willis’s continued service with the Company at the time of exercise; provided, however, if Mr. Willis’s employment with the Company is terminated due to his death, disability or resignation for Good Reason or by the Company without Cause, the Option Award will remain exercisable for the shorter of (i) two years following the termination of Mr. Willis’s service with the Company and (ii) the remainder of the term of the Option Award. The Compensation Committee determined at the time it approved the option (on November 10, 2025) to use the greater of the closing price on November 10, 2025 and a five-day average volume-weighted price to mitigate the impact of short-term stock price volatility so that the exercise price would reflect a more representative measure of the Company’s market value at the time the award was granted.

Equity Award Timing Policies and Practices

We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule.

Perquisites and Other Personal Benefits: The Company provides its NEOs with certain perquisites and other personal benefits in addition to those provided to other employees, including additional life insurance,

personal use of company cars, personal use of Company aircraft, for Mr. Charles Willis, personal use of marine vessel travel, for Mr. Austin Willis, reimbursement of flight training classes, club memberships, travel expenses and, under limited circumstances, spousal travel. The Company provided Mr. Austin Willis with a personal benefit of financial tax planning. The Company also provided Mr. Flaherty with a personal benefit for tax reporting given the incremental reporting requirements associated with his role and responsibilities. The costs to the Company of the perquisites and personal benefits for the NEOs for the fiscal year ended December 31, 2025 are included in the “All Other Compensation” column of the “2025 Summary Compensation Table” in this proxy statement.

Retirement Plan: As part of its overall compensation program, the Company provides all full-time employees, including each of the NEOs, with the opportunity to participate in a defined contribution 401(k) plan. The plan is intended to qualify under Section 401 of the Internal Revenue Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral contributions to the plan. The 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or older (including those who qualify as “highly compensated” employees) who can defer amounts over the statutory limit that applies to all other employees. The Company’s current policy is to make a matching contribution equal to 50% of an employee’s deferrals under the plan up to the maximum amount allowed for such employee as determined under Section 401 of the Internal Revenue Code and the plan.

Recoupment of Incentive Compensation

In June 2023, the SEC approved the Nasdaq’s proposed rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. The Company's Compensation Recovery Policy, which applies these requirements to the Company’s executive officers, any vice-president or above in charge of a principal business unit, division, or function, or any other person (including an officer of the Company’s parent(s) or subsidiaries) who performs similar policy-making functions for the Company. The Compensation Recovery Policy applies to performance-based incentive compensation received on or after October 2, 2023, and provides for the mandatory recovery from covered persons of erroneously awarded incentive compensation in the event of an accounting restatement of the Company’s financial statements regardless of fault or misconduct.

Stock Ownership Guidelines

The Company maintains a Stock Ownership Guideline Policy which was originally effective September 1, 2016 and was revised effective July 25, 2025 (the “SOG Policy”). The SOG Policy is applicable to the Executive Chairman, the CEO, each of the Company’s section 16 officers and each of the Company’s non-employee Board members. Under the SOG Policy, each covered executive is expected to maintain a level of common stock ownership equal to a percentage of such executive’s base salary (5x for the Executive Chairman and CEO, and 2x for all other section 16 officers) and, for non-employee Board members, equal to 3x the annual cash retainer. Ownership that counts toward satisfaction of the applicable guideline includes shares of common stock owned directly or indirectly, vested restricted stock or other vested stock-based awards (excluding stock options), unvested restricted stock/units subject only to time-based vesting, and shares owned through a 401(k) plan of the Company. Unexercised stock options and unvested performance shares/units are not counted toward meeting the applicable guideline. Covered individuals generally have until the 5th anniversary of his or her start date with the Company to be in compliance. If by this date a covered individual is not in compliance (based on the applicable valuation standards described under the SOG Policy), then he or she must retain 50% of the net shares received as a result of any subsequent exercise, vesting or payment of Company equity awards, until brought into compliance.

Hedging, Pledging, and Insider Trading

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, independent contractors and their immediate families. We believe our Insider Trading Policy is

reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Individuals subject to our Insider Trading Policy are permitted to enter into trading plans that are intended to comply with the requirements of Exchange Act Rule 10b5-1 so they may make predetermined trades of our stock.

We have not adopted any policies or practices regarding hedging of our equity securities by our employees (including officers) or Directors. However, our employees (including officers) and Directors must comply with our Insider Trading Policy, which applies to hedging transactions involving our securities as it does to transactions in our securities generally.

Summary Compensation Table for Fiscal Year 2025

With respect to time-based restricted stock awards, the amounts in this column represent the value of such awards as of the grant date. With respect to performance-based restricted stock awards, the amounts in this column represent the value for such awards based upon the probable outcome of the performance conditions as of the date of grant under FASB ASC Topic 718, which is equal to the value of each award as of such date assuming target achievement of the performance conditions.

For 2025, the reported grant date fair value represents the value of each of the following awards granted under the Company’s 2023 Incentive Stock Plan: (i) restricted stock awards granted in 2025 subject only to time-based vesting conditions (i.e., were not tied to performance goals) granted under the 2024 compensation program and the 2025 compensation program; and (ii) performance-based restricted stock awards granted in 2025, which includes (x) the grant date fair value of awards granted in April of 2025 based on achievement of performance goals during 2024 and (y) the grant date fair value of awards granted in January 2025 (with the number of shares earned being based on achievement of performance goals during 2025 as determined in 2026), reported at the probable outcome of the performance conditions, which will then be subject to further time-based vesting conditions, as described below:

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table provides information regarding each unvested stock award and each outstanding option award held by our NEOs as of December 31, 2025. The market value of stock awards presented below is calculated using the closing price of our common stock on the last trading day of 2025 ($135.64).