Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Willis Lease Finance Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Unit(2) |
Maximum Aggregate Offering Price(2) |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Paid In | |||||||||||||
| Primary Offering | ||||||||||||||||||||||||
| Fees to Be Paid |
Equity | Common Stock, par value $0.01 per share(1) | 457(o) | — | — | — | — | — | — | — | — | — | ||||||||||||
| Equity | Preferred Stock, par value $0.01 per share(1) | 457(o) | — | — | — | — | — | — | — | — | — | |||||||||||||
| Debt | Debt Securities(1) | 457(o) | — | — | — | — | — | — | — | — | — | |||||||||||||
| Other | Warrants(1) | 457(o) | — | — | — | — | — | — | — | — | — | |||||||||||||
| Other | Units(1) | 457(o) | — | — | — | — | — | — | — | — | — | |||||||||||||
| Other | Rights(1) | 457(o) | — | — | — | — | — | — | — | — | — | |||||||||||||
| Unallocated (Universal) Shelf | — | 457(o) | $500,000,000.00(3) | 0.0001531 | $76,550.00 | |||||||||||||||||||
| Secondary Offering | ||||||||||||||||||||||||
| Equity | Common Stock, par value $0.01 per share(1) | 457(c) | 3,161,294 (4) | 151.78(5) | $479,813,300.09 | 0.0001531 | $73,459.42 | |||||||||||||||||
| Total Offering Amounts | $979,813,300.09 | $150,009.42 | ||||||||||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||
| Net Fee Due | $150,009.42 | |||||||||||||||||||||||
| (1) | An indeterminate amount of the securities of each identified security class is being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Any securities registered under this registration statement may be sold separately or as units with other securities registered under this registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or pursuant to anti-dilution provisions of any of the securities. Separate consideration may or may not be received for securities that are issuable upon conversion, exercise or exchange of other securities. |
| (2) | The proposed maximum offering price per security and proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to the Instructions to the Calculation of Filing Fee Tables and Related Disclosure of Form S-3 under the Securities Act. |
| (3) | The proposed maximum aggregate offering price is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Subject to Rule 462(b) under the Securities Act, the aggregate maximum offering price of all securities issued by the registrant pursuant to this registration statement will not exceed $500,000,000.00. |
| (4). | Consists of 2,134,148 shares of Common Stock held by CFW Partners, L.P. and 1,027,146 shares of Common Stock held by Charles F. Willis, IV. |
| (5). | The proposed maximum offering price per share has been estimated solely for the purpose of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(c) under the Securities Act based on the average of the high and low prices reported for the Registrant’s Class A Common Stock on April 30, 2025. |