UNDERWRITING AGREEMENT WILLIS LEASE FINANCE CORPORATION $200,000,000 2.50% Convertible Senior Notes Due 2031 May 13, 2026Underwriting Agreement • May 18th, 2026 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
Contract Type FiledMay 18th, 2026 Company Industry JurisdictionThe information in this pricing term sheet supplements (i) Willis Lease Finance Corporation’s (“Willis”) preliminary prospectus supplement, dated May 13, 2026 (the “Common Stock Preliminary Prospectus Supplement”), relating to an offering of common stock by the underwriter in the delta offering (the “Delta Offering”), and (ii) Willis’ preliminary prospectus supplement, dated May 13, 2026 (the “Convertible Notes Preliminary Prospectus Supplement”), relating to an offering of convertible senior notes by Willis (the “Convertible Notes Offering”), and, in each case, the accompanying prospectus, dated May 15, 2025, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). This pricing term sheet supersedes the information in the Common Stock Preliminary Prospectus Supplement and the Convertible Notes Preliminary Prospectus Supplement to the extent inconsistent with the information in the Common Stock Preliminary Prospectus Supplement or the Convertib
UNDERWRITING AGREEMENT 281,250 Shares Willis Lease Finance Corporation Common Stock ($0.01 par value per share)Underwriting Agreement • May 18th, 2026 • Willis Lease Finance Corp • Wholesale-machinery, equipment & supplies • New York
Contract Type FiledMay 18th, 2026 Company Industry JurisdictionThe information in this pricing term sheet supplements (i) Willis Lease Finance Corporation’s (“Willis”) preliminary prospectus supplement, dated May 13, 2026 (the “Common Stock Preliminary Prospectus Supplement”), relating to an offering of common stock by the underwriter in the delta offering (the “Delta Offering”), and (ii) Willis’ preliminary prospectus supplement, dated May 13, 2026 (the “Convertible Notes Preliminary Prospectus Supplement”), relating to an offering of convertible senior notes by Willis (the “Convertible Notes Offering”), and, in each case, the accompanying prospectus, dated May 15, 2025, filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). This pricing term sheet supersedes the information in the Common Stock Preliminary Prospectus Supplement and the Convertible Notes Preliminary Prospectus Supplement to the extent inconsistent with the information in the Common Stock Preliminary Prospectus Supplement or the Convertib