WILLIS LEASE FINANCE CORP
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001018164-26-000068
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001018164-26-000094
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 93 current paragraphs.
35 unchanged; 48 reworded; 10 added; 6 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
Acquisition of WNG Aircraft Portfolio
Current report
On August 24, 2026, Willis Dallas Ltd., a wholly owned subsidiary of the Company, completed the acquisition of the entire issued share capital of WNG II Aircraft Leasing (Cayman) Ltd. and 100% of the limited liability company interests of WNG Aircraft Management 3, LLC (together with their subsidiaries, the “Target Companies”), pursuant to a Purchase and Sale Agreement dated July 10, 2026, as amended by Amendment No. 1 dated August 24, 2026. The Target Companies hold a portfolio of twelve commercial aircraft and thirteen spare aircraft engines. At closing, the adjusted purchase price was approximately $262.9 million, which reflected downward adjustments from the $379.3 million base purchase price for rent, maintenance reserves, security deposits and other revenue received after the agreed economic closing date. Of the purchase price, $1.5 million is being held back for nine months to cover pre-closing leakage, and the purchase price remains subject to a post-closing true-up. The Company intends to allocate ten of the acquired engines and six of the acquired aircraft to subsidiaries of joint ventures of, or investment vehicles managed by, the Company.
Current report
Preferred Stock Private Placement
Current report
On September 29, 2026, we completed a private placement of Series B Preferred Stock to Development Bank of Japan Inc. for gross proceeds of $35.0 million, before offering costs. The Series B Preferred Stock pays dividends at an annual rate of 8.09%. Holders of at least two-thirds of the Series B Preferred Stock may require us to redeem the shares for cash on September 29, 2031, or earlier upon certain events, at the liquidation preference plus accrued and unpaid dividends.
Current report
New Headquarters
Current report
In addition, on August 3, 2026, we entered into an agreement to purchase three commercial buildings in Coconut Creek, Florida, totaling 375,000 square feet, for $118.0 million, to support our corporate headquarters, spare parts, maintenance, repair and overhaul, and engine storage operations. The acquisition closed in October 2026. We believe our unused borrowing capacity under our revolving credit facility, together with cash flows from operations, is sufficient to fund these commitments.
Current report
Share Repurchase Program
Current report
On October 28, 2026, the Board of Directors of the Company approved the renewal of its share repurchase program under which the Company may repurchase its common stock for a total aggregate purchase price of up to $200.0 million (the “Share Repurchase Program”). Share repurchases may be made at management’s discretion from time to time in the open market (either with or without a 10b5-1 plan) or through privately negotiated transactions. The actual number of shares of common stock repurchased, and the timing and price of any repurchases, will depend on market conditions, applicable legal requirements and other factors. The Company is not obligated to acquire any particular number of shares of common stock. The Share Repurchase Program has been extended through December 31, 2031, but also may be suspended, modified or discontinued at any time.
Current report
General and Administrative Expenses. General and administrative expenses decreased by $0.5 million, or 0.9%, to $48.7 million for the three months ended September 30, 2026, compared to $49.2 million for the three months ended September 30, 2025.
Current report
Nine months ended September 30, 2026 compared to the nine months ended September 30, 2025
Removed paragraphs (6)
Previous report
On July 10, 2026, a subsidiary of the Company entered into an agreement to acquire 100% of the equity interests in WNG II Aircraft Leasing (Cayman) Ltd. and WNG Aircraft Management 3, LLC from WNG Capital affiliates for a base purchase price of approximately $379.3 million, which amount will be adjusted downward to take into account basic rent received, maintenance reserves received, cash security deposits and other revenue received from and after an agreed upon historical economic closing date, in addition to other potential purchase price adjustments. The transaction includes a portfolio of commercial aircraft and spare aircraft engines. Completion of the acquisition is subject to the satisfaction or waiver of customary closing conditions, and no assurances can be given that all such conditions will be met.
Previous report
On July 17, 2026, the Company effected a three-for-one forward stock split through an amendment to its Certificate of Incorporation. Trading on a split-adjusted basis commenced on July 21, 2026. All information in this Quarterly Report on 10-Q has been adjusted for the stock split.
Previous report
Gain on Sale of Financial Assets. During the three months ended June 30, 2026, we sold one note receivable to the LMI Fund, for a net gain of $0.2 million. There was no gain on sale of financial assets during the three months ended June 30, 2025.
Previous report
General and Administrative Expenses. General and administrative expenses increased by $5.1 million, or 10.2%, to $55.6 million for the three months ended June 30, 2026, compared to $50.4 million for the three months ended June 30, 2025. The increase was primarily driven by the prior comparable period including $6.3 million in government grant receipts for the now discontinued sustainable aviation fuel project, along with the current period including a $2.7 million increase in legal fees primarily related to the Company’s financing and strategic initiatives. These increases were partially offset by a $3.4 million decrease in personnel costs, primarily reflecting a $4.0 million reduction in share-based compensation resulting from changes made to the structuring of new employee equity awards following the appreciation in the Company’s stock price. General and administrative costs for the three months ended June 30, 2026 also included $1.6 million of costs which were recharged to the LMI Fund and BXCI Fund, with the associated revenue of $1.6 million included in Management and Advisory Fees.
Previous report
Six months ended June 30, 2026 compared to the six months ended June 30, 2025
Reworded paragraphs (48)
Previous wording
Our core business is acquiring and leasing commercial aircraft and aircraft engines and related aircraft equipment pursuant to operating leases, all of which we sometimes collectively refer to as “equipment.” As of June 30, 2026, the majority of our leases were operating leases, with the exception of certain sale-leaseback transactions that do not meet lease criteria and are therefore classified as notes receivable under the guidance provided by Accounting Standards Codification (“ASC”) 842, Leases, and investments in sales-type leases. As of June 30, 2026, we had 73 lessees in 42 countries. Our portfolio is continually changing due to equipment acquisitions and sales. As of June 30, 2026, we had $2,783.4 million of equipment held in our operating lease portfolio, $89.3 million of notes receivable, and $83.6 million of maintenance rights, which represented 334 engines, 22 aircraft, one marine vessel, and other leased parts and equipment. As of June 30, 2026, we also managed 145 engines, one airframe, and related equipment on behalf of other parties.
Current wording
Our core business is acquiring and leasing commercial aircraft and aircraft engines and related aircraft equipment pursuant to operating leases, all of which we sometimes collectively refer to as “equipment.” As of September 30, 2026, the majority of our leases were operating leases, with the exception of certain sale-leaseback transactions that do not meet lease criteria and are therefore classified as notes receivable under the guidance provided by Accounting Standards Codification (“ASC”) 842, Leases, and investments in sales-type leases. As of September 30, 2026, we had 79 lessees in 48 countries. Our portfolio is continually changing due to equipment acquisitions and sales. As of September 30, 2026, we had $3,024.4 million of equipment held in our operating lease portfolio, $128.6 million of notes receivable, and $146.5 million of maintenance rights, comprised of 341 engines, 31 aircraft, one marine vessel, and other leased parts and equipment. As of September 30, 2026, we also managed 155 engines, five airframes, and related equipment on behalf of other parties.
Previous wording
Lease Rent Revenue. Lease rent revenue consists of rental income from long-term and short-term engine leases, aircraft leases, and other leased parts and equipment. Lease rent revenue increased by $4.9 million, or 6.7%, to $77.1 million in the three months ended June 30, 2026, from $72.3 million for the three months ended June 30, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period.
Current wording
Lease Rent Revenue. Lease rent revenue consists of rental income from long-term and short-term engine leases, aircraft leases, and other leased parts and equipment. Lease rent revenue increased by $7.8 million, or 10.2%, to $84.4 million in the three months ended September 30, 2026, from $76.6 million for the three months ended September 30, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period.
Previous wording
At June 30, 2026, the Company had $2,783.4 million of equipment held in our operating lease portfolio, $89.3 million of notes receivable, and $83.6 million of maintenance rights. At June 30, 2025, the Company had $2,606.6 million of equipment held in our operating lease portfolio, $171.8 million of notes receivable, $34.7 million of maintenance rights, and $16.8 million of investments in sales-type leases. Average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) was approximately 85.0% and 87.2% for the three months ended June 30, 2026 and 2025, respectively.
Current wording
At September 30, 2026, the Company had $3,024.4 million of equipment held in our operating lease portfolio, $128.6 million of notes receivable, and $146.5 million of maintenance rights. At September 30, 2025, the Company had $2,700.4 million of equipment held in our operating lease portfolio, $144.8 million of notes receivable, $27.0 million of maintenance rights, and $16.3 million of investments in sales-type leases. Average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) was approximately 83.2% and 86.0% for the three months ended September 30, 2026 and 2025, respectively.
Previous wording
Two customers accounted for approximately 11%, each, of the Company’s total lease rent revenue during the three months ended June 30, 2026, and two customers accounted for approximately 13% and 10%, each, of the Company’s total lease rent revenue during the three months ended June 30, 2025.
Current wording
Two customers each accounted for approximately 9% and 9% of the Company’s total lease rent revenue during the three months ended September 30, 2026, and two customers accounted for approximately 12% and 10%, respectively, of the Company’s total lease rent revenue during the three months ended September 30, 2025.
Previous wording
Maintenance Reserve Revenue. Maintenance reserve revenue decreased $4.3 million, or 8.4%, to $46.5 million for the three months ended June 30, 2026, from $50.7 million for the three months ended June 30, 2025. We recognized $7.5 million in long-term maintenance revenue for the three months ended June 30, 2026, compared to $0.5 million in long-term maintenance revenue recognized in the prior comparable period as the maintenance reserves and end-of-lease payments for engines coming off lease exceeded those in the prior comparable period. Long-term maintenance revenue is influenced by end-of-lease compensation and the realization of long-term maintenance reserves associated with engines coming off lease. Engines on lease with “non-reimbursable” usage fees generated $39.0 million of short-term maintenance revenues, compared to $50.2 million in the comparable prior period. Short-term maintenance revenues are a proxy for flight time of our portfolio of engines.
Current wording
Maintenance Reserve Revenue. Maintenance reserve revenue decreased $36.7 million, or 48.3%, to $39.3 million for the three months ended September 30, 2026, from $76.1 million for the three months ended September 30, 2025. We recognized $2.6 million in long-term maintenance revenue for the three months ended September 30, 2026, compared to $29.5 million in long-term maintenance revenue recognized in the prior comparable period as the maintenance reserves and end-of-lease payments for assets coming off lease with long-term conditions were higher in the prior comparable period. Long-term maintenance revenue is influenced by end-of-lease compensation and the realization of long-term maintenance reserves associated with assets coming off lease. Engines on lease with “non-reimbursable” usage fees generated $36.8 million of short-term maintenance revenues, compared to $46.6 million in the comparable prior period. Short-term maintenance revenues are a proxy for flight time of our portfolio of engines.
Previous wording
Spare Parts and Equipment Sales. Spare parts and equipment sales decreased by $9.2 million, or 30.2%, to $21.2 million for the three months ended June 30, 2026, compared to $30.4 million for the three months ended June 30, 2025. Spare parts sales were $11.1 million and $9.2 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $1.8 million, or 19.7%, compared to the same period in 2025. The increase in spare parts sales reflects variations in the timing of sales to third-party customers and is not reflective of intra-company sales as the parts business provides used serviceable material across the broader Willis platform. Equipment sales for the three months ended June 30, 2026 were $10.1 million for the sale of two engines and one airframe. The trading profit on the sales of these engines was $5.0 million, representing a 49% margin. Equipment sales for the three months ended June 30, 2025 were $21.1 million for the sale of one engine.
Current wording
Spare Parts and Equipment Sales. Spare parts and equipment sales increased by $92.7 million, to $98.1 million for the three months ended September 30, 2026, compared to $5.4 million for the three months ended September 30, 2025. Spare parts sales were $9.1 million and $5.4 million for the three months ended September 30, 2026 and 2025, respectively, an increase of $3.7 million, or 67.8%, compared to the same period in 2025. The increase in spare parts sales reflects variations in the timing of sales to third-party customers and is not reflective of intra-company sales as the parts business provides used serviceable material across the broader Willis platform. Equipment sales for the three months ended September 30, 2026 were $89.1 million for the sale of five aircraft, two engines, and one airframe. There were no equipment sales for the three months ended September 30, 2025. The increase primarily reflects the sale of five aircraft acquired in connection with the WNG Acquisition to the Company’s joint venture, Willis Mitsui & Company Engine Support Limited (“WMES”), as well as differences in the timing of sales to third-party customers. The increase is not indicative of intra-company sales trends, as the parts business supplies used serviceable material across the broader Willis platform.
Previous wording
Interest Revenue. Interest revenue decreased by $2.5 million, or 67.6%, for the three months ended June 30, 2026, as compared to that of the three months ended June 30, 2025. The decrease was due to a lower balance of notes receivable and sales-type leases outstanding during the respective periods, partially attributable to the Company’s sale of 12 notes receivable and sales-type leases to the Company’s investment fund partnership with Liberty Mutual Investments (“LMI”) (“LMI Fund”) during the six months ended June 30, 2026.
Current wording
Interest Revenue. Interest revenue decreased by $0.8 million, or 23.1%, for the three months ended September 30, 2026, as compared to that of the three months ended September 30, 2025. The decrease was due to a lower balance of notes receivable and sales-type leases outstanding during the respective periods, partially attributable to the Company’s sale of 12 notes receivable and sales-type leases to the Company’s investment fund partnership with Liberty Mutual Investments (“LMI”) (“LMI Fund”) during the nine months ended September 30, 2026.
Previous wording
Gain on Sale of Leased Equipment. During the six months ended June 30, 2026, we sold 35 engines and other parts and equipment from the lease portfolio for $284.8 million less economic closing adjustments, resulting in a net gain of $50.0 million. During the six months ended June 30, 2025, we sold 21 engines, three airframes, and other parts and equipment from the lease portfolio for $138.8 million less economic closing adjustments, resulting in a net gain of $32.0 million.
Current wording
Gain on Sale of Leased Equipment. During the three months ended September 30, 2026, we sold eight engines and other parts and equipment from the lease portfolio for a net gain of $5.5 million. During the three months ended September 30, 2025, we sold 10 engines, one airframe, and other parts and equipment from the lease portfolio, resulting in a net gain of $16.1 million.
Previous wording
Maintenance Services Revenue. Maintenance services revenue predominantly represent fleet management, engine and aircraft storage and repair services, and revenue related to FBO services provided to third parties, such as refueling, maintenance, and hangar services. Maintenance services revenue increased by $1.0 million, or 11.9%, to $9.0 million for the three months ended June 30, 2026, from $8.0 million for the three months ended June 30, 2025. The increase reflects growth in engine and aircraft storage and repair services partially offset by the lack of fleet management revenues in the current period due to the sale of that business in 2025.
Current wording
Maintenance Services Revenue. Maintenance services revenue predominately represent engine and aircraft storage and repair services, and revenue related to FBO services provided to third parties, such as refueling, maintenance, and hangar services. Maintenance services revenue increased by $7.6 million, or 208.5%, to $11.2 million for the three months ended September 30, 2026, from $3.6 million for the three months ended September 30, 2025. The increase reflects growth in engine and aircraft storage and repair services.
Previous wording
Management and Advisory Fees. Management and advisory fees increased by $2.9 million to $5.5 million for the three months ended June 30, 2026, from $2.6 million for the three months ended June 30, 2025, primarily driven by $2.8 million of fees earned from the LMI Fund and the Blackstone Credit & Insurance (“BXCI”) (“BXCI Fund”) in the Company’s role as general partner. The LMI Fund and the BXCI Fund commenced operations in March and April 2026, respectively. Accordingly, the Company’s results for the three months ended June 30, 2026 reflect only a partial period of operations associated with the BXCI Fund, including reimbursements received for formation and other costs incurred by the Company.
Current wording
Management and Advisory Fees. Management and advisory fees increased by $2.6 million to $4.5 million for the three months ended September 30, 2026, from $1.9 million for the three months ended September 30, 2025, primarily driven by $1.5 million of fees earned from the LMI Fund and the Blackstone Credit & Insurance (“BXCI”) Fund (“BXCI Fund”) in the Company’s role as general partner. The LMI Fund and the BXCI Fund commenced operations in March and April 2026, respectively.
Previous wording
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $1.5 million, or 5.5%, to $29.1 million for the three months ended June 30, 2026, compared to $27.6 million for the three months ended June 30, 2025. The increase is primarily due to an increase in the size of our lease portfolio and the timing of placing acquired engines on lease.
Current wording
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $2.7 million, or 9.4%, to $31.4 million for the three months ended September 30, 2026, compared to $28.7 million for the three months ended September 30, 2025. The increase is primarily due to an increase in the size of our lease portfolio and the timing of placing acquired engines on lease.
Previous wording
Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales decreased by $13.9 million, or 32.0%, to $29.5 million for the six months ended June 30, 2026 compared to $43.4 million for the six months ended June 30, 2025. Cost of spare parts sales were $18.7 million and $22.2 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $3.5 million, or 15.6%, reflecting the decrease in spare parts sales. Cost of equipment sales were $10.8 million and $21.3 million for the six months ended June 30, 2026 and June 30, 2025, respectively.
Current wording
Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales increased by $84.4 million, to $91.1 million for the three months ended September 30, 2026, compared to $6.7 million for the three months ended September 30, 2025. Cost of spare parts sales were $8.2 million and $6.7 million for the three months ended September 30, 2026 and 2025, respectively, an increase of $1.5 million, or 22.2%, reflecting the increase in spare parts sales. Cost of equipment sales were $82.9 million for the three months ended September 30, 2026. There were no cost of equipment sales for the three months ended September 30, 2025. The increase primarily reflects the sale of five aircraft acquired in connection with the WNG Acquisition to the Company’s joint venture, WMES, as well as differences in the timing of sales to third-party customers.
Previous wording
Cost of Maintenance Services. Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services provided to third parties. Cost of maintenance services increased by $1.7 million, or 20.1%, to $10.4 million for the three months ended June 30, 2026, compared to $8.6 million for the three months ended June 30, 2025, reflecting the increase in maintenance services revenue.
Current wording
Cost of Maintenance Services. Cost of maintenance services predominately represent the costs of fleet management, engine and aircraft storage and repair services, and the management of fixed base operator services provided to third parties. Cost of maintenance services increased by $7.8 million, or 151.6%, to $12.9 million for the three months ended September 30, 2026, compared to $5.1 million for the three months ended September 30, 2025, reflecting the increase in maintenance services revenue.
Previous wording
Write-down of Equipment. There was $4.9 million in write-downs of equipment for the three months ended June 30, 2026, reflecting the write-down of four engines. There was $11.5 million in write-downs of equipment for the three months ended June 30, 2025, reflecting the write-down of six engines.
Current wording
Write-down of Equipment. There was $4.5 million in write-downs of equipment for the three months ended September 30, 2026, reflecting the write-down of three engines. There was $10.2 million in write-downs of equipment for the three months ended September 30, 2025, reflecting the write-down of eight engines.
Previous wording
Technical Expense. Technical expense consists of the non-capitalized cost of engine repairs, engine thrust rental fees, outsourced technical support services, sublease engine rental expense, engine storage and freight costs. Technical expense increased by $2.4 million to $9.9 million for the three months ended June 30, 2026, compared to $7.5 million for the three months ended June 30, 2025, primarily due to an increased level of engine repair activity as compared to that of the prior period.
Current wording
Technical Expense. Technical expense consists of the non-capitalized cost of engine repairs, engine thrust rental fees, outsourced technical support services, sublease engine rental expense, engine storage and freight costs. Technical expense increased by $5.1 million to $13.5 million for the three months ended September 30, 2026, compared to $8.4 million for the three months ended September 30, 2025, primarily due to an increased level of engine repair activity as compared to that of the prior period.
Previous wording
Net Finance Costs. Net finance costs increased $1.5 million, or 4.6%, to $35.1 million for the three months ended June 30, 2026, compared to $33.6 million for the three months ended June 30, 2025. The increase was primarily attributable to a $5.4 million loss on debt extinguishment recognized in the current period, with no comparable loss in the prior period, resulting from the Company’s refinancing and capital restructuring activities. Interest expense also increased by $6.9 million and $5.1 million on the Willis Engine Structured Trust VIII (“WEST VIII”) and Willis Engine Structured Trust IX (“WEST IX”) notes payable, respectively, which were issued in June 2025 and December 2025. These increases were partially offset by a $6.3 million decrease in interest expense on the Company’s revolving credit facility, reflecting a lower average outstanding balance during the three months ended June 30, 2025. Interest expense also declined by $5.4 million for Willis Engine Structured Trust VII (“WEST VII”) and $3.9 million for Willis Warehouse Facility LLC (“WWFL”), as those notes payable were paid down or terminated.
Current wording
Net Finance Costs. Net finance costs decreased $4.3 million, or 11.7%, to $32.8 million for the three months ended September 30, 2026, compared to $37.1 million for the three months ended September 30, 2025. The decrease is primarily due to a decrease of $5.4 million in interest expense associated with Willis Engine Structured Trust VII (“WEST VII”) notes payable, a decrease of $2.5 million in interest expense associated with our warehouse credit facility, and a decrease of $1.6 million in interest expense associated with Willis Engine Structured Trust IV (“WEST IV”) notes payable, as these debt instruments were paid down or terminated as part of the Company’s refinancing and capital restructuring. Further, there was a decrease in loss on debt extinguishment of $2.4 million. These decreases were partially offset by an increase of $5.0 million in interest expense associated with Willis Engine Structured Trust IX (“WEST IX”) notes payable, which did not close until December 2025, a $3.2 million decrease in interest income, and $1.3 million of interest on the convertible notes issued in May 2026.
Previous wording
Income Tax Expense. Income tax expense was $7.8 million for the three months ended June 30, 2026, compared to income tax expense of $13.9 million for the three months ended June 30, 2025. The effective tax rate for the second quarter of 2026 was 20.5%, compared to 18.7% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and a worthless stock deduction recognized on the Company’s foreign sustainable aviation fuel subsidiary, which resulted in an ordinary tax loss. The effective tax rate variance in the prior year period was also impacted by the sale of the Company’s entire issued share capital of BAML, for which no statutory tax was due on the gain recognized.
Current wording
Income Tax Expense. Income tax expense was $7.1 million for the three months ended September 30, 2026, compared to income tax expense of $18.9 million for the three months ended September 30, 2025. The effective tax rate for the third quarter of 2026 was 37.9%, compared to 43.7% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The effective tax rate variance in the prior year period was also impacted by the One Big Beautiful Bill Act (“OBBBA”) which limited the Company’s ability to benefit from the Section 250 deduction. Our third-quarter effective tax rate includes a one-time charge of approximately $0.6 million, or 3 percentage points, related to the finalization of our 2025 Florida tax return. This adjustment reflects the impact of Florida's 2026 legislative decision not to adopt certain federal tax law changes under OBBBA and the resulting updates to our current and deferred tax estimates. As this adjustment relates to prior-year tax positions, we do not expect it to recur.
Previous wording
Lease Rent Revenue. Lease rent revenue increased by $14.5 million, or 10.4%, to $154.5 million for the six months ended June 30, 2026, compared to $140.0 million for the six months ended June 30, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period as well as an increase in average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) of equipment held in our operating lease portfolio.
Current wording
Lease Rent Revenue. Lease rent revenue increased by $22.3 million, or 10.3%, to $238.9 million for the nine months ended September 30, 2026, compared to $216.6 million for the nine months ended September 30, 2025. The increase is due to an increase in the average size of the portfolio as compared to that of the prior year period as well as an increase in average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) of equipment held in our operating lease portfolio.
Previous wording
At June 30, 2026, the Company had $2,783.4 million of equipment held in our operating lease portfolio, $89.3 million of notes receivable, and $83.6 million of maintenance rights. At June 30, 2025, the Company had $2,606.6 million of equipment held in our operating lease portfolio, $171.8 million of notes receivable, $34.7 million of maintenance rights, and $16.8 million of investments in sales-type leases. Average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) was approximately 85.4% and 83.6% for the six months ended June 30, 2026 and 2025, respectively.
Current wording
At September 30, 2026, the Company had $3,024.4 million of equipment held in our operating lease portfolio, $128.6 million of notes receivable, and $146.5 million of maintenance rights. At September 30, 2025, the Company had $2,700.4 million of equipment held in our operating lease portfolio, $144.8 million of notes receivable, $27.0 million of maintenance rights, and $16.3 million of investments in sales-type leases. Average utilization (based on net book value of equipment held for operating lease, maintenance rights, and notes receivable and investments in sales-type leases net of allowances) was approximately 84.7% and 84.4% for the nine months ended September 30, 2026 and 2025, respectively.
Previous wording
Two customers accounted for approximately 11%, each, of the Company’s total lease rent revenue during the six months ended June 30, 2026, and two customers accounted for approximately 13% and 10% of the Company’s total lease rent revenue during the six months ended June 30, 2025.
Current wording
Two customers accounted for approximately 11% and 10%, respectively, of the Company’s total lease rent revenue during the nine months ended September 30, 2026, and two customers accounted for approximately 13% and 10%, respectively, of the Company’s total lease rent revenue during the nine months ended September 30, 2025.
Previous wording
Maintenance Reserve Revenue. Maintenance reserve revenue decreased $3.6 million, or 3.4%, to $102.0 million for the six months ended June 30, 2026 from $105.6 million for the six months ended June 30, 2025. Long-term maintenance revenue was $19.9 million for the six months ended June 30, 2026, compared to $10.1 million in the prior year period as the maintenance reserves and end-of-lease payments for engines coming off lease exceeded those in the prior comparable period. Long-term maintenance revenue is influenced by end-of-lease compensation and the realization of long-term maintenance reserves associated with engines coming off lease. Engines on lease with “non-reimbursable” usage fees generated $82.1 million of short-term maintenance revenues compared to $95.5 million in the comparable prior period. Short-term maintenance revenues are a proxy for flight time of our portfolio of engines.
Current wording
Maintenance Reserve Revenue. Maintenance reserve revenue decreased $40.4 million, or 22.2%, to $141.3 million for the nine months ended September 30, 2026 from $181.7 million for the nine months ended September 30, 2025. Long-term maintenance revenue was $22.4 million for the nine months ended September 30, 2026 compared to $39.5 million in the prior year period as the maintenance reserves and end-of-lease payments for assets coming off lease with long-term conditions were higher in the prior year period. Long-term maintenance revenue is influenced by end-of-lease compensation and the realization of long-term maintenance reserves associated with assets coming off lease. Engines on lease with “non-reimbursable” usage fees generated $118.9 million of short-term maintenance revenues compared to $142.1 million in the comparable prior year period. Short-term maintenance revenues are a proxy for flight time of our portfolio of engines.
Previous wording
Spare Parts and Equipment Sales. Spare parts and equipment sales decreased by $5.7 million, or 11.8%, to $42.9 million for the six months ended June 30, 2026 compared to $48.6 million in the prior year period. Spare parts sales were $21.3 million and $25.3 million for the six months ended June 30, 2026 and 2025, respectively, a decrease of $3.9 million, or 15.6%, compared to the same period in 2025. The decrease in spare parts sales reflects variations in the timing of sales to third-party customers and is not reflective of intra-company sales as the parts business provides used serviceable material across the broader Willis platform. Equipment sales for the six months ended June 30, 2026 were $21.5 million for the sale of five engines and one airframe, and equipment sales for the six months ended June 30, 2025 were $23.3 million for the sale of two engines.
Current wording
Spare Parts and Equipment Sales. Spare parts and equipment sales increased by $87.0 million, or 161.2%, to $141.0 million for the nine months ended September 30, 2026 compared to $54.0 million in the prior year period. Spare parts sales were $30.4 million and $30.7 million for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $0.3 million, or 0.9%, compared to the same period in 2025. Equipment sales for the nine months ended September 30, 2026 were $110.6 million for the sale of seven engines, five aircraft, and two airframes. Equipment sales for the nine months ended September 30, 2025 were $23.3 million for the sale of two engines. The increase primarily reflects the sale of five aircraft acquired in connection with the WNG Acquisition to the Company’s joint venture, WMES, as well as differences in the timing of sales to third-party customers.
Previous wording
Interest Revenue. Interest revenue decreased by $3.6 million, or 47.6%, to $4.0 million for the six months ended June 30, 2026 compared to $7.6 million for the six months ended June 30, 2025. The decrease was due to a lower balance of notes receivable and sales-type leases outstanding during the respective periods, partially attributable to the Company’s sale of 12 notes receivable and sales-type leases to the Company’s investment fund partnership with LMI during the six months ended June 30, 2026.
Current wording
Interest Revenue. Interest revenue decreased by $4.4 million, or 40.1%, to $6.6 million for the nine months ended September 30, 2026 compared to $10.9 million for the nine months ended September 30, 2025. The decrease was due to a lower balance of notes receivable and sales-type leases outstanding during the respective periods, partially attributable to the Company’s sale of 12 notes receivable and sales-type leases to the Company’s investment fund partnership with LMI during the nine months ended September 30, 2026.
Previous wording
Gain on Sale of Leased Equipment. During the three months ended June 30, 2026, we sold 21 engines and other parts and equipment from the lease portfolio for $224.8 million less economic closing adjustments, resulting in a net gain of $32.0 million. During the three months ended June 30, 2025, we sold 14 engines, two airframes, and other parts and equipment from the lease portfolio for $91.1 million less economic closing adjustments, resulting in a net gain of $27.6 million.
Current wording
Gain on Sale of Leased Equipment. During the nine months ended September 30, 2026, we sold 43 engines and other parts and equipment from the lease portfolio for $317.0 million less economic closing adjustments, resulting in a net gain of $55.4 million. During the nine months ended September 30, 2025, we sold 31 engines, four airframes, and other parts and equipment from the lease portfolio, resulting in a net gain of $48.2 million.
Previous wording
Gain on Sale of Financial Assets. During the six months ended June 30, 2026, we sold 12 notes receivable and investments in sales-type lease assets for a net gain of $0.6 million. During the six months ended June 30, 2025, we sold two investments in sales-type lease assets for a net gain of $0.4 million.
Current wording
Gain on Sale of Financial Assets. During the nine months ended September 30, 2026, we sold 12 notes receivable and investments in sales-type lease assets for a net gain of $0.6 million. We sold two investments in sales-type lease assets for a net gain of $0.4 million during the nine months ended September 30, 2025.
Previous wording
Maintenance Services Revenue. Maintenance services revenue increased by $5.1 million, or 37.7%, to $18.8 million for the six months ended June 30, 2026, from $13.6 million for the six months ended June 30, 2025. The increase reflects growth in engine and aircraft storage and repair services partially offset by the lack of fleet management revenues in the current period due to the sale of that business in 2025.
Current wording
Maintenance Services Revenue. Maintenance services revenue increased by $12.7 million, or 73.7%, to $30.0 million for the nine months ended September 30, 2026, from $17.3 million for the nine months ended September 30, 2025. The increase reflects growth in engine and aircraft storage and repair services partially offset by the lack of fleet management revenues in the current period due to the sale of that business in 2025.
Previous wording
Management and Advisory Fees. Management and advisory fees increased by $8.9 million to $13.4 million for the six months ended June 30, 2026, from $4.6 million for the six months ended June 30, 2025, primarily driven by $7.7 million of fees earned from the LMI Fund and the BXCI Fund in the Company’s role as general partner. The LMI Fund and the BXCI Fund commenced operations in March and April 2026, respectively. Accordingly, the Company’s results for the six months ended June 30, 2026 reflect only a partial period of operations associated with these funds, including reimbursements received for formation and other costs incurred by the Company.
Current wording
Management and Advisory Fees. Management and advisory fees increased by $11.5 million to $17.9 million for the nine months ended September 30, 2026, from $6.4 million for the nine months ended September 30, 2025, primarily driven by $9.2 million of fees earned from the LMI Fund and the BXCI Fund in the Company’s role as general partner. The LMI Fund and the BXCI Fund commenced operations in March and April 2026, respectively.
Previous wording
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $6.7 million, or 12.7%, to $59.2 million for the six months ended June 30, 2026 compared to $52.6 million for the six months ended June 30, 2025. The increase is primarily due to an increase in the size of our lease portfolio and the timing of placing acquired engines on lease.
Current wording
Depreciation and Amortization Expense. Depreciation and amortization expense increased by $9.4 million, or 11.5%, to $90.6 million for the nine months ended September 30, 2026 compared to $81.2 million for the nine months ended September 30, 2025. The increase is primarily due to an increase in the size of our lease portfolio and the timing of placing acquired engines on lease.
Previous wording
Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales decreased by $13.0 million, or 46.3%, to $15.1 million for the three months ended June 30, 2026, compared to $28.1 million for the three months ended June 30, 2025. Cost of spare parts sales were $9.9 million and $8.3 million for the three months ended June 30, 2026 and 2025, respectively, an increase of $1.6 million, or 19.4%, reflecting the increase in spare parts sales. Cost of equipment sales were $5.1 million and $19.8 million for the three months ended June 30, 2026 and 2025, respectively, reflecting the decrease in equipment sales.
Current wording
Cost of Spare Parts and Equipment Sales. Cost of spare parts and equipment sales increased by $70.5 million, or 140.6%, to $120.6 million for the nine months ended September 30, 2026 compared to $50.1 million for the nine months ended September 30, 2025. Cost of spare parts sales were $26.9 million and $28.8 million for the nine months ended September 30, 2026 and 2025, respectively, a decrease of $2.0 million, or 6.8%, reflecting the decrease in spare parts sales. Cost of equipment sales were $93.7 million and $21.3 million for the nine months ended September 30, 2026 and September 30, 2025, respectively, reflecting the increase in equipment sales. The increase primarily reflects the sale of five aircraft acquired in connection with the WNG Acquisition to the Company’s joint venture, WMES, as well as differences in the timing of sales to third-party customers.
Previous wording
Cost of Maintenance Services. Cost of maintenance services increased by $5.3 million, or 37.7%, to $19.2 million for the six months ended June 30, 2026, compared to $14.0 million for the six months ended June 30, 2025, reflecting the increase in maintenance services revenue.
Current wording
Cost of Maintenance Services. Cost of maintenance services increased by $13.0 million, or 68.3%, to $32.1 million for the nine months ended September 30, 2026, compared to $19.1 million for the nine months ended September 30, 2025, reflecting the increase in maintenance services revenue.
Previous wording
Write-down of Equipment. Write-down of equipment was $6.1 million for the six months ended June 30, 2026, reflecting the write-down of five engines. Write-down of equipment was $13.6 million for the six months ended June 30, 2025, reflecting the write-down of 11 engines.
Current wording
Write-down of Equipment. Write-down of equipment was $10.5 million for the nine months ended September 30, 2026, primarily reflecting the write-down of eight engines. Write-down of equipment was $23.8 million for the nine months ended September 30, 2025, primarily reflecting the write-down of 19 engines.
Previous wording
General and Administrative Expenses. General and administrative expenses increased by $14.0 million, or 14.3%, to $112.2 million for the six months ended June 30, 2026 compared to $98.1 million for the six months ended June 30, 2025. The increase was primarily driven by a $9.1 million rise in personnel costs, including a $2.8 million increase in share-based compensation and a $6.6 million increase in wages. The higher share-based compensation reflects appreciation in the market value of the Company’s equity, as well as equity awards granted to new personnel to support the Company’s continued growth. The increase in wages was primarily attributable to higher headcount supporting the Company’s expanding operations. General and administrative expenses also increased due to a $4.8 million rise in legal fees primarily related to financing and strategic initiatives. These increases were partially offset by a $7.1 million decrease in consulting fees, primarily resulting from the Company’s decision to discontinue its sustainable aviation fuel project. General and administrative costs for the six months ended June 30, 2026 also included $6.5 million of costs which were recharged to the LMI Fund and BXCI Fund, with the associated revenue of $6.5 million included in Management and Advisory Fees.
Current wording
General and Administrative Expenses. General and administrative expenses increased by $13.6 million, or 9.2%, to $160.9 million for the nine months ended September 30, 2026 compared to $147.3 million for the nine months ended September 30, 2025. The increase was primarily driven by a $5.6 million rise in personnel costs, including a $6.8 million increase in wages and a $3.8 million increase in share-based compensation, offset by a $6.6 million decrease in incentive compensation. The increase in wages was primarily attributable to higher headcount supporting the Company’s expanding operations. The higher share-based compensation reflects appreciation in the market value of the Company’s equity, as well as equity awards granted to new personnel to support the Company’s continued growth. General and administrative expenses also increased due to a $9.6 million rise in legal fees primarily related to financing and strategic initiatives. These increases were partially offset by a $11.1 million decrease in consulting fees, primarily resulting from the Company’s decision to discontinue its sustainable aviation fuel project. General and administrative costs for the nine months ended September 30, 2026 also included $6.5 million of costs which were recharged to the LMI Fund and BXCI Fund, with the associated revenue of $6.5 million included in Management and Advisory Fees.
Previous wording
Technical Expense. Technical expense increased by $5.9 million, or 42.9%, to $19.6 million for the six months ended June 30, 2026 compared to $13.7 million for the six months ended June 30, 2025, primarily due to an increased level of engine repair activity as compared to that of the prior period.
Current wording
Technical Expense. Technical expense increased by $11.0 million, or 50.0%, to $33.1 million for the nine months ended September 30, 2026 compared to $22.1 million for the nine months ended September 30, 2025, primarily due to an increased level of engine repair activity as compared to that of the prior period.
Previous wording
Net Finance Costs. Net finance costs increased by $9.1 million, or 13.9%, to $74.8 million for the six months ended June 30, 2026 compared to $65.7 million for the six months ended June 30, 2025. The increase was primarily attributable to a $12.4 million loss on debt extinguishment recognized in the current period, with no comparable loss in the prior year period, resulting from the Company’s refinancing and capital restructuring activities. Interest expense also increased by $15.2 million and $10.1 million on the WEST VIII and WEST IX notes payable, respectively, which were issued in June 2025 and December 2025. In addition, derivative-related receipts decreased to $0.9 million from $4.9 million in the prior year period, primarily because certain interest rate swap positions were either terminated or matured. These increases were partially offset by a $10.3 million decrease in interest expense on the Company’s revolving credit facility, reflecting a lower average outstanding balance during the six months ended June 30, 2026. Interest expense also declined by $9.0 million for WEST VII, $6.5 million for WWFL, and $5.4 million for Willis Engine Structured Trust IV (“WEST IV”), as those notes payable were paid down or terminated.
Current wording
Net Finance Costs. Net finance costs increased by $4.8 million, or 4.6%, to $107.6 million for the nine months ended September 30, 2026 compared to $102.8 million for the nine months ended September 30, 2025. The increase was primarily attributable to an increase of $15.0 million in interest expense associated with WEST IX notes payable, which did not close until December 2025, and an increase of $14.9 million in interest expense associated with Willis Engine Structured Trust VIII (“WEST VIII”) notes payable, which did not close until June 2025. Further, there was an increase in loss on debt extinguishment of $10.0 million, as the Company refinanced its debt. Additionally, derivative-related receipts were $1.0 million for the nine months ended September 30, 2026, as compared to $4.4 million for the nine months ended September 30, 2025, primarily because certain interest rate swap positions were either terminated or matured. These increases were partially offset by a decrease of $14.4 million in interest expense associated with WEST VII notes payable, a decrease of $10.2 million in interest expense associated with our revolving credit facility, a decrease of $9.1 million in interest expense associated with our warehouse credit facility, and a decrease of $7.0 million in interest expense associated with WEST IV notes payable, as these debt instruments were paid down or terminated as part of the Company’s refinancing and capital restructuring.
Previous wording
Gain on Sale of Business. During the three months ended June 30, 2025, Willis Asset Management Limited (“WAML”), a wholly-owned subsidiary of the Company entered into a Share Purchase Agreement (the “SPA”), by and between WAML and WMES. Pursuant to the SPA, WAML sold the entire issued share capital of Bridgend Asset Management Limited (“BAML”), a United Kingdom-based aviation consultancy business, to WMES for a total purchase price of $45.0 million subject to certain working capital adjustments. The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $43.0 million for the Company.
Current wording
Gain on Sale of Business. During the nine months ended September 30, 2025, Willis Asset Management Limited (“WAML”), a wholly-owned subsidiary of the Company, entered into a Share Purchase Agreement (the “SPA”), by and between WAML and WMES. Pursuant to the SPA, WAML sold the entire issued share capital of Bridgend Asset Management Limited (“BAML”), a United Kingdom-based aviation consultancy business, to WMES for a total purchase price of $45.0 million subject to certain working capital adjustments. The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $43.0 million for the Company.
Previous wording
Income Tax Expense. Income tax expense was $19.6 million for the six months ended June 30, 2026 compared to $22.3 million for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 was 26.1% compared to 22.4% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code, and a worthless stock deduction recognized on the Company’s foreign sustainable aviation fuel subsidiary, which resulted in an ordinary tax loss. The effective tax rate variance in the prior year period was also impacted by the sale of the Company’s entire issued share capital of BAML, for which no statutory tax was due on the gain recognized.
Current wording
Income Tax Expense. Income tax expense was $26.7 million for the nine months ended September 30, 2026 compared to $41.2 million for the nine months ended September 30, 2025. The effective tax rate for the nine months ended September 30, 2026 was 28.5% compared to 28.9% in the prior year period. The Company’s effective tax rate differed from the U.S. federal statutory rate of 21.0% primarily due to executive compensation exceeding $1.0 million as defined in Section 162(m) of the Code, and a worthless stock deduction recognized on the Company’s foreign sustainable aviation fuel subsidiary, which resulted in an ordinary tax loss. The effective tax rate variance in the prior year period was also impacted by the sale of the Company’s entire issued share capital of BAML, for which no statutory tax was due on the gain recognized.
Previous wording
Because non-GAAP financial measures are not standardized, our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in insolation from, or as a substitute for, financial information performed in accordance with GAAP.
Current wording
Because non-GAAP financial measures are not standardized, our calculation of Adjusted EBITDA may differ from similarly titled non-GAAP measures, if any, reported by other companies. This non-GAAP financial measure should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.
Previous wording
Adjusted EBITDA was approximately $120.7 million and $116.1 million for the three months ended June 30, 2026 and 2025, respectively, and $244.6 million and $219.4 million for the six months ended June 30, 2026 and 2025, respectively. The increases in Adjusted EBITDA were primarily driven by the changes noted in the Results of Operations section above. See below for the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income attributable to common shareholders.
Current wording
Adjusted EBITDA was approximately $100.9 million and $135.0 million for the three months ended September 30, 2026 and 2025, respectively, and $345.5 million and $354.4 million for the nine months ended September 30, 2026 and 2025, respectively. The decreases in Adjusted EBITDA were primarily driven by the changes noted in the Results of Operations section above. See below for the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income attributable to common shareholders.
Previous wording
During the three and six months ended June 30, 2026, the Company recognized non-recurring project expenses of $(1.6) million and $(1.6) million, respectively, related to its sustainable aviation fuel project. The negative expense recognized during the three-month and six-month periods reflect government grant proceeds recognized in the second quarter of 2026. During the three and six months ended June 30, 2025, the Company recognized non-recurring project expenses of $(5.3) million and $6.5 million, respectively, related to its sustainable aviation fuel project, for which the Company subsequently decided to cease further investment. The negative expense recognized during the three-month period reflects government grant proceeds received in the second quarter of 2025. Additionally, during the three and six months ended June 30, 2025, the Company recognized $43.0 million in relation to the gain on sale of the BAML business.
Current wording
During the three months ended September 30, 2026 and 2025, the Company recognized $11 thousand and $3.8 million, respectively, and $(1.6) million and $10.3 million, respectively, during the nine months ended September 30, 2026 and 2025 in non-recurring project expenses associated with the sustainable aviation fuel project, which the Company decided to cease further investment in. The negative expense recognized during the nine-month period ended September 30, 2026 reflects government grant proceeds recognized. Additionally, during the three and nine months ended September 30, 2026, the Company recognized $24 thousand in expense associated with reincorporation, and during the nine months ended September 30, 2025, the Company recognized $43.0 million in relation to the gain on sale of the BAML business.
Previous wording
At June 30, 2026, the Company had $10.7 million of cash and cash equivalents and $161.5 million of restricted cash. We fund our operations primarily from cash provided by our leasing activities. We finance our growth through borrowings secured primarily by our equipment lease portfolio. Cash of approximately $803.0 million and $851.1 million for the six months ended June 30, 2026 and 2025, respectively, was derived from our borrowing activities. In these same time periods, $1,182.9 million and $309.6 million, respectively, was used to pay down related debt. At June 30, 2026, the Company had approximately $1.3 billion of unused borrowing capacity on its credit facility.
Current wording
At September 30, 2026, the Company had $11.1 million of cash and cash equivalents and $122.6 million of restricted cash. We fund our operations primarily from cash provided by our leasing activities. We finance our growth through borrowings secured primarily by our equipment lease portfolio. Cash of approximately $1,255.0 million and $1,005.1 million for the nine months ended September 30, 2026 and 2025, respectively, was derived from our borrowing activities. In these same time periods, $1,433.2 million and $1,029.8 million, respectively, was used to pay down related debt. At September 30, 2026, the Company had approximately $1.1 billion of unused borrowing capacity on its credit facility.
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Previous report — wording carried elsewhere
Gain on Sale of Business. During the six months ended June 30, 2025, WAML, a wholly-owned subsidiary of the Company entered into a SPA, by and between WAML and WMES. Pursuant to the SPA, WAML sold the entire issued share capital of BAML, a United Kingdom-based aviation consultancy business, to WMES for a total purchase price of $45.0 million subject to certain working capital adjustments. The transaction closed on June 30, 2025, resulting in a gain on sale of business of approximately $43.0 million for