Willis Lease (WLFC) chair settles 2025 PSAs and withholds shares

Rhea-AI Filing Summary

Willis Lease Finance Corp executive chairman Charles F. Willis IV settled a 2025 performance-based restricted stock award by exercising 10,888 PSAs into common stock. The award vested after performance criteria tied to services profitability, leasing portfolio growth and the Sustainable Aviation Fuel initiative were certified on March 16, 2026.

Of the resulting shares, 1,355 common shares were returned to the company at $167.18 per share to cover withholding taxes, a non-market disposition that does not represent an open-market sale. Following these transactions, he holds 954,821 common shares directly.

He also reports indirect holdings of common stock through a spouse, the Wilder Grace Willis 2016 Trust and a granddaughter, providing additional equity exposure beyond his direct position. The remaining 9,212 PSAs from the original 2025 target award were forfeited based on achieved performance.

Insider Trade Summary

10,888 shares exercised/converted

Mixed 6 txns

Insider WILLIS CHARLES F IV

Role Executive Chairman

Type	Security	Shares	Price	Value
Exercise	Performance-based Restricted Stock Award	10,888	$0.00	--
Exercise	Common Stock	10,888	$0.00	--
Tax Withholding	Common Stock	1,355	$167.18	$227K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Performance-based Restricted Stock Award — 0 shares (Direct); Common Stock — 956,176 shares (Direct); Common Stock — 13,798 shares (Indirect, Spouse)

Footnotes (1)

1. Performance-based restricted stock award ("PSA") granted in 2025 subject to performance-based and time-based vesting over two years. Performance-based vesting criteria, which included a combination of profitability of the Issuer's services businesses, growth of the Issuer's leasing portfolio and the viability of the Issuer's Sustainable Aviation Fuel initiative, were certified on March 16, 2026. Each PSA represents a contingent right to receive one share of the Issuer's common stock upon vesting. Return to Issuer of previously restricted shares to satisfy withholding tax liability. Charlotte Montressor Willis. Wilder Grace Willis 2016 Trust. Reported amount has been adjusted to reflect the actual number of PSAs earned, based on the extent to which the performance-based vesting criteria were achieved. The remaining 9,212 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

WILLIS CHARLES F IV

(Last) (First) (Middle)

4700 LYONS TECHNOLOGY

(Street)

COCONUT CREEK FLORIDA 33073

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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

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

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

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	03/16/2026		M		10,888(1)	A	(1)	956,176	D
Common Stock	03/16/2026		F		1,355(2)	D	$167.18	954,821	D
Common Stock								13,798	I	Spouse(3)
Common Stock								2,134,148	I	CFW Partners
Common Stock								584	I	Granddaughter(4)

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	(1)	03/16/2026		M			10,888(5)	(1)	(1)	Common Stock	10,888(5)	(1)	0(5)	D

Explanation of Responses:

1. Performance-based restricted stock award ("PSA") granted in 2025 subject to performance-based and time-based vesting over two years. Performance-based vesting criteria, which included a combination of profitability of the Issuer's services businesses, growth of the Issuer's leasing portfolio and the viability of the Issuer's Sustainable Aviation Fuel initiative, were certified on March 16, 2026. Each PSA represents a contingent right to receive one share of the Issuer's common stock upon vesting.

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

3. Charlotte Montressor Willis.

4. Wilder Grace Willis 2016 Trust.

5. Reported amount has been adjusted to reflect the actual number of PSAs earned, based on the extent to which the performance-based vesting criteria were achieved. The remaining 9,212 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.

	/s/ Charles F. Willis IV	03/18/2026
	** 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.
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* Form 4: SEC 1474 (03-26)

FAQ

What did WLFC executive chairman Charles F. Willis IV report in this Form 4?

He reported the vesting and exercise of 10,888 performance-based restricted stock awards into common shares. The award was tied to profitability, leasing portfolio growth and a Sustainable Aviation Fuel initiative, with performance certified on March 16, 2026.

How many WLFC shares did Charles F. Willis IV return for taxes?

He returned 1,355 common shares to the company to satisfy withholding tax obligations. The shares were valued at $167.18 each, and this F-code transaction is a tax-withholding disposition, not an open-market sale of stock.

What is Charles F. Willis IV’s direct WLFC shareholding after these transactions?

After exercising PSAs and returning shares for taxes, he holds 954,821 WLFC common shares directly. This reflects his ongoing equity stake as Executive Chairman and 10% owner following settlement of the 2025 performance-based stock award.

Were any performance-based WLFC PSAs forfeited in this update?

Yes. 9,212 performance-based restricted stock awards from the 2025 grant were forfeited. The reported 10,888 earned PSAs represent the portion vesting based on achieved performance against pre-set profitability, portfolio growth and Sustainable Aviation Fuel metrics.

Does Charles F. Willis IV have indirect ownership of WLFC shares?

Yes. He reports indirect common stock holdings through his spouse, the Wilder Grace Willis 2016 Trust and a granddaughter. These positions supplement his direct ownership, reflecting additional family and trust-related exposure to Willis Lease Finance Corp.

Did this WLFC Form 4 disclose any open-market stock sales or purchases?

No open-market buys or sells were reported. The filing shows a derivative exercise converting PSAs into common stock and a tax-withholding share return to the issuer, which is a mechanical tax payment method rather than a discretionary market trade.