[Form 4] Willis Lease Finance Corp Insider Trading Activity

Rhea-AI Filing Summary

Austin C. Willis, CEO and Director of Willis Lease Finance Corp (WLFC), reported multiple sales of company common stock effected on 09/02/2025 under a Rule 10b5-1 trading plan adopted June 3, 2025. The Form 4 shows aggregate reported dispositions of 6,100 shares across multiple trades with weighted-average sale prices reported at approximately $144.98 and $145.61, and execution price ranges between $144.335 and $146.035.

The filing lists both direct and substantial indirect holdings through family trusts and CFW Partners, with large indirect positions reported (for example, 232,715 shares held by CFW V 2016 Trust and 405,488 shares by the 2019 Willis Family Trust). The reporting person offers to provide detailed per-trade breakdowns on request.

Positive

• Transactions executed under a documented Rule 10b5-1 trading plan, indicating pre-arranged and compliant sales
• Filing provides weighted-average prices and price ranges and offers to supply per-trade details on request, supporting transparency
• Full disclosure of indirect holdings through family trusts and shared voting arrangements is included

Negative

• Insider reported sales totaling 6,100 shares on 09/02/2025, which may attract investor attention
• Substantial ownership remains concentrated in family trusts and CFW Partners, which may affect governance perceptions

Insights

Financial Analyst

TL;DR: Insider sold 6,100 WLFC shares via a pre-established 10b5-1 plan; sales were executed across price bands near $145.

The trades are routine dispositions executed pursuant to a 10b5-1 plan adopted June 3, 2025, which provides an affirmative defense to insider trading claims if plan conditions are met. Reported weighted-average prices are roughly $144.98 and $145.61 with execution ranges from $144.335 to $146.035, indicating sales occurred in a narrow band. The absolute size of the sale (6,100 shares) is small relative to the large indirect holdings disclosed, suggesting limited immediate dilution or signaling impact. The filing’s offer to provide per-trade detail supports transparency.

Corporate Governance Expert

TL;DR: Transactions were covered by a documented 10b5-1 plan and were properly disclosed on Form 4, consistent with good governance practice.

The Form 4 clearly states the 10b5-1 plan adoption date and provides explanatory footnotes with price ranges and willingness to supply trade-level data on request, which enhances compliance transparency. The report also discloses extensive indirect ownership via multiple family trusts and shared voting power within CFW Partners, which is important for understanding control and voting dynamics. No amendment or corrective filing is indicated.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Willis Austin Chandler

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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

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	09/02/2025		S(1)		2,504	D	$144.9809(2)	190,359	D
Common Stock	09/02/2025		S(1)		896	D	$145.6123(3)	189,463	D
Common Stock	09/02/2025		S(1)		663	D	$144.9809(2)	4,759	I	Son(4)
Common Stock	09/02/2025		S(1)		237	D	$145.6123(3)	4,522	I	Son(4)
Common Stock	09/02/2025		S(1)		663	D	$144.9809(2)	4,759	I	Daughter(5)
Common Stock	09/02/2025		S(1)		237	D	$145.6123(3)	4,522	I	Daughter(5)
Common Stock	09/02/2025		S(1)		663	D	$144.9809(2)	25,259	I	Brother(6)
Common Stock	09/02/2025		S(1)		237	D	$145.6123(3)	25,022	I	Brother(6)
Common Stock								2,654	I	Austin C. Willis 2019 Irrevocable Trust(7)
Common Stock								8,692	I	CFW V 2016 Trust(8)
Common Stock								232,715	I	2019 Willis Family Trust(9)(10)
Common Stock								405,488	I	CFW Partners(11)

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2025.

2. This transaction was executed in multiple trades at prices ranging from $144.335 to $145.33, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) of this Form 4.

3. This transaction was executed in multiple trades at prices ranging from $145.37 to $146.035, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) of this Form 4.

4. Rooster A. Willis 2019 Trust, Austin Willis Trustee.

5. Wilder Grace Willis 2019 Trust, Austin Willis Trustee.

6. Charles F. Willis V 2019 Trust, Austin Willis Trustee.

7. Austin C. Willis 2019 Irrevocable Trust, Mary Willis Trustee.

8. Charles F. Willis V 2016 Trust, Austin Willis Trustee.

9. 2019 Willis Family Trust, Austin Willis Trustee.

10. Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV.

11. Shared voting power of CFW Partners with Charles F. Willis IV.

	/s/ Austin C. Willis	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What trades did Austin C. Willis report for WLFC on 09/02/2025?

Austin C. Willis reported multiple sales totaling 6,100 shares of WLFC common stock executed on 09/02/2025 under a 10b5-1 plan.

Were the WLFC sales covered by a Rule 10b5-1 plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted June 3, 2025.

At what prices were the WLFC shares sold?

Reported weighted-average prices were approximately $144.98 and $145.61, with execution price ranges between $144.335 and $146.035 as disclosed in the footnotes.

How much WLFC stock does the reporting person indirectly control?

The filing discloses significant indirect holdings, including 232,715 shares held by CFW V 2016 Trust and 405,488 shares held by the 2019 Willis Family Trust.

Will the filer provide detailed per-trade pricing?

Yes. The reporting person undertakes to provide on request the number of shares sold at each separate price within the disclosed ranges.