NEW YORK, June 3, 2026, 10:05 (EDT)
Willis Lease Finance shares dropped 1.6% early Wednesday on Nasdaq after a new activist group pushed back on the aircraft-engine lessor’s move to boost its authorized share count. Investors are watching for a reconvened shareholder vote expected later this month.
Willis wants holders to approve both a 3-for-1 forward stock split and a boost to its authorized share count. The split would drop the share price and raise the number of shares. Upping the authorized amount lets the company issue more stock, which could dilute current holders if used. Proposal 2 will need 80% of outstanding shares to pass, with a virtual vote set for June 23.
Willis shares traded at $171.79 as of 9:50 a.m. EDT, off $2.74 on the session. The stock hit an intraday low at that same price. Volume was light, with 5,714 shares changing hands. Willis’ market cap was about $1.25 billion.
The move happened in regular Nasdaq hours. Nasdaq runs its regular session from 9:30 a.m. to 4 p.m. Eastern, Monday through Friday. Its 2026 U.S. equities holiday schedule puts the next closure on June 19 for Juneteenth.
Four Tree Island Advisory, calling itself a top-10 Willis shareholder based on public info, said in a June 1 SEC filing that over 92% of unaffiliated stockholders voted against the company’s executive pay plan and nearly 84% voted against director Stephen Jones keeping his board seat. The group is telling holders to keep voting down the charter amendment unless Willis cancels an option grant for 300,000 shares to Executive Chairman Charles Willis, sells a luxury superyacht and one of its two corporate jets, and cuts back Willis-family equity awards for a decade.
Willis said in a May 27 filing that 7.01 million shares, or 92.23% of common stock, showed up for its annual meeting. The company said shareholders passed Proposals 1, 3, 4, and 5. Vote on Proposal 2 was adjourned to give more time for soliciting votes.
The governance fight follows Willis’s recent capital raise. In May, the company outlined a $200 million offering in 2.50% convertible senior notes due 2031, with underwriters able to buy another $30 million. The notes can convert to stock or cash at certain terms; Willis listed an initial conversion price near $268.80 per share.
Willis saw a solid first quarter, showing better numbers than the governance headlines suggest. The company posted revenue of $194.3 million, up 23.2%. Lease rent revenue hit a record $77.4 million. Adjusted EBITDA rose 19.9% to $123.8 million. Adjusted EBITDA cuts out interest, taxes, depreciation, amortization, and some other items. CEO Austin Willis said the company “outperformed nearly every revenue and earnings metric” for the quarter. SEC
Willis rents out spare commercial aircraft engines and planes to airlines, engine manufacturers and maintenance firms. So engine supply, airline liquidity and borrowing costs are key drivers for the stock.
Aviation-leasing stocks traded down. FTAI Aviation dropped 2.7% and AerCap was off 1.0% early, adding to a soft tone for the group. U.S. markets edged down at the open, with oil prices up after new Middle East tensions, according to Reuters.
But there’s risk both ways. If shareholders back the amendment, Willis’ equity value stays the same after the split, but a bigger authorized-share count could keep talk of dilution going. If the vote fails, Willis might have to answer for its capital flexibility after a year of growth. The company’s note prospectus said new common stock or convertible sales—or even just worries they could happen—could pressure the share price.
Right now, two things are moving the stock: solid engine-leasing numbers and an ongoing governance battle, including a dispute about future share issuance. June 23 is the next key date.
