Willis Lease Finance (WLFC) officer amends Form 4 awards disclosure

Rhea-AI Filing Summary

Willis Lease Finance Corp senior vice president, general counsel and corporate secretary reported equity awards and related share movements dated 01/02/2026. The officer acquired 4,474 shares of common stock at $134.12 as a restricted stock grant that vests over three years, and 320 shares were withheld and returned to the company at $134.12 to cover taxes. After these transactions, the officer beneficially owned 12,336 common shares directly. The filing also reports a grant of 6,710 performance-based restricted stock awards (PSAs), each representing a contingent right to one common share, subject to three-year performance and time-based vesting tied to return on equity and the value of specified businesses and portfolios. This amendment updates the price shown for the derivative award to $134.12 without changing any other previously reported information.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dameron Clifton

(Last) (First) (Middle)

4700 LYONS TECHNOLOGY PARKWAY

(Street)

COCONUT CREEK FL 33073

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIS LEASE FINANCE CORP [ WLFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GC & Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		A		4,474(1)	A	$134.12	12,656	D
Common Stock	01/02/2026		F		320(2)	D	$134.12	12,336	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-based Restricted Stock Award	(3)	01/02/2026		A		6,710		(3)	(3)	Common Stock	6,710	$134.12(4)	6,710	D

Explanation of Responses:

1. Restrictive Stock Grant vesting over three years.

2. Return to issuer of previously restricted shares to satisfy withholding tax liability.

3. Grant of performance-based restricted stock award ("PSA") subject to performance-based and time-based vesting over three years. Performance-based vesting criteria include a combination of return on equity and combined value of the issuer's businesses and its fund, joint venture, and managed portfolios. Each PSA represents a contingent right to receive one share of the Issuer's common stock to the extent the performance-based criteria is met. Reported amount assumes 100% performance-based vesting, but actual number of PSAs earned may be 25% more or less than the reported amount, depending on the extent to which the performance-based vesting criteria are met or not met.

4. This Form 4/A is being filed to amend the price reported in Table II, Box 8 of the originally filed Form 4. No other information reported in the original Form 4 has been changed.

Remarks:

	/s/ Z. Clifton Dameron IV	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WLFC report in this amended Form 4?

An officer of Willis Lease Finance Corp (WLFC) reported equity awards dated 01/02/2026, including restricted stock and performance-based restricted stock awards, plus related tax withholding share transfers.

How many WLFC common shares were granted as time-based restricted stock?

The officer received a grant of 4,474 shares of WLFC common stock at $134.12 per share, described as a restricted stock grant that vests over three years.

Why were 320 WLFC shares reported as disposed of in this filing?

The filing states that 320 previously restricted shares were returned to the issuer at $134.12 per share to satisfy the officer's withholding tax liability on the award.

How many WLFC shares does the officer beneficially own after these transactions?

Following the reported transactions, the officer beneficially owned 12,336 shares of WLFC common stock with direct ownership.

What are the terms of the 6,710 performance-based restricted stock awards (PSAs) at WLFC?

The officer received 6,710 PSAs, each a contingent right to one WLFC common share. Vesting is both performance-based and time-based over three years, using return on equity and the combined value of the issuer's businesses and certain portfolios as performance criteria. The reported amount assumes 100% performance-based vesting, but actual PSAs earned may be 25% more or less depending on performance.

What change does this Form 4/A amendment make compared with the original filing for WLFC?

The amendment explains that it is being filed solely to correct the price reported in Table II, Box 8 for the derivative security to $134.12. It states that no other information from the original report has been changed.