Four Tree Island Advisory, a top-10 shareholder in Willis Lease Finance Corporation, announced that proxy advisors ISS and Glass Lewis have recommended shareholders vote against director Stephen Jones's election and the company's executive compensation at the 26 May annual meeting. ISS cited "unmitigated pay-for-performance misalignment" and noted the chairman's base salary is "relatively high" with "outsized and discretionary" bonuses. Glass Lewis questioned "substantial one-off grants" to Charles Willis. Four Tree Island highlighted that whilst revenue grew 160% over five years, EBITDA increased only 89% and SG&A expenses rose 236%. The shareholder also noted Willis Lease underperformed competitor FTAI Aviation by approximately 431% and 629% over three- and five-year periods respectively. Four Tree Island urges shareholders to vote against all proposals except auditor ratification.

Willis Lease Finance Corporation, a commercial aircraft engine lessor, has priced an upsized public offering of $200 million in 2.50% convertible senior notes due 2031, up from the previously announced $175 million. The company expects net proceeds of approximately $193.1 million after fees and expenses. The notes will be convertible at an initial rate of 3.7202 shares per $1,000 principal amount, representing a conversion price of approximately $268.80 per share. Morgan Stanley & Co. LLC, BofA Securities and Deutsche Bank Securities are joint book-running managers. Concurrently, Morgan Stanley is conducting a separate offering of 281,250 borrowed shares at $192.00 per share to facilitate hedging transactions by note investors. Willis will not receive proceeds from this share offering. Both offerings are expected to close on 18 May 2026.

Willis Lease Finance (NASDAQ:WLFC) will trade ex-dividend on 11 May, with shareholders needing to be on the company's books by the record date to receive the US$0.40 per share dividend, payable on 22 May. The company has distributed US$1.60 per share over the past 12 months, representing a 0.7% trailing yield on its current share price of US$225.47. Whilst Willis Lease Finance paid just 7.6% of its profit after tax in dividends, leaving comfortable headroom, the company paid out 122% of its free cash flow as dividends over the past year. This high payout ratio relative to cash flow raises concerns about sustainability, as consistently paying more cash than generated typically requires borrowing or using company reserves.