Willis Lease Finance (WLFC) CEO Austin Willis discloses planned stock sales

Rhea-AI Filing Summary

Willis Lease Finance Corp director and Chief Executive Officer Austin C. Willis reported multiple sales of the company’s common stock on December 1 and 2, 2025. The transactions, all coded as open-market sales, were executed under a pre-arranged Rule 10b5-1 trading plan adopted on June 3, 2025.

On these dates, shares were sold in several small blocks at weighted average prices around $120.25–$122.18, including prices such as $120.4343, $121.5031 and $120.253. After these trades, Austin C. Willis directly beneficially owned 179,263 shares of common stock.

The filing also lists indirect holdings and related sales for accounts and trusts associated with family members and family trusts, including positions held for a son, daughter, brother and several Willis family trusts and partnerships.

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)
12/01/2025

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	12/01/2025		S(1)		573	D	$120.4343(2)	182,090	D
Common Stock	12/01/2025		S(1)		14	D	$121.5031(3)	182,076	D
Common Stock	12/01/2025		S(1)		152	D	$120.4343(2)	2,570	I	Son(6)
Common Stock	12/01/2025		S(1)		4	D	$121.5031(3)	2,566	I	Son(6)
Common Stock	12/01/2025		S(1)		152	D	$120.4343(2)	2,570	I	Daughter(7)
Common Stock	12/01/2025		S(1)		4	D	$121.5031(3)	2,566	I	Daughter(7)
Common Stock	12/01/2025		S(1)		152	D	$120.4343(2)	23,070	I	Brother(8)
Common Stock	12/01/2025		S(1)		4	D	$121.5031(3)	23,066	I	Brother(8)
Common Stock	12/02/2025		S(1)		2,633	D	$120.253(4)	179,443	D
Common Stock	12/02/2025		S(1)		177	D	$121.3961(5)	179,266	D
Common Stock	12/02/2025		S(1)		3	D	$122.1757	179,263	D
Common Stock	12/02/2025		S(1)		697	D	$120.253(4)	1,869	I	Son(6)
Common Stock	12/02/2025		S(1)		47	D	$121.3961(5)	1,822	I	Son(6)
Common Stock	12/02/2025		S(1)		697	D	$120.253(4)	1,869	I	Daughter(7)
Common Stock	12/02/2025		S(1)		47	D	$121.3961(5)	1,822	I	Daughter(7)
Common Stock	12/02/2025		S(1)		697	D	$120.253(4)	22,369	I	Brother(8)
Common Stock	12/02/2025		S(1)		47	D	$121.3961(5)	22,322	I	Brother(8)
Common Stock								2,654	I	Austin C. Willis 2019 Irrevocable Trust(9)
Common Stock								8,692	I	CFW V 2016 Trust(10)
Common Stock								232,715	I	2019 Willis Family Trust(11)(12)
Common Stock								405,488	I	CFW Partners(13)

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 $120.0694 to $121.0081, 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 $121.189 to $122.00, 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. This transaction was executed in multiple trades at prices ranging from $120.00 to $120.9837, 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 (4) of this Form 4.

5. This transaction was executed in multiple trades at prices ranging from $121.0652 to $122.0423, 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 (5) of this Form 4.

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

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

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

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

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

11. 2019 Willis Family Trust, Austin Willis Trustee.

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

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

	/s/ Austin C. Willis	12/03/2025
	** 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 insider activity did Willis Lease Finance Corp (WLFC) report in this Form 4?

The Form 4 reports that Austin C. Willis, a director and Chief Executive Officer of Willis Lease Finance Corp, sold multiple blocks of common stock on December 1 and 2, 2025 in open-market transactions.

On what dates did Austin C. Willis sell WLFC common stock and at what prices?

Sales occurred on December 1, 2025, and December 2, 2025. Weighted average sale prices included $120.4343, $121.5031, $120.253 and $121.3961, with footnotes stating that individual trades were executed in ranges generally between about $120.00 and $122.04.

How many Willis Lease Finance Corp shares does Austin C. Willis own directly after these transactions?

Following the reported transactions, Austin C. Willis directly beneficially owned 179,263 shares of Willis Lease Finance Corp common stock.

Were the WLFC insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote explains that the sales reported were effected pursuant to a Rule 10b5-1 trading plan that Austin C. Willis adopted on June 3, 2025.

Which indirect holdings of WLFC stock are reported for Austin C. Willis?

The filing lists indirect beneficial ownership in accounts and trusts including shares held for a son, daughter, and brother, as well as interests such as the Austin C. Willis 2019 Irrevocable Trust, the CFW V 2016 Trust, the 2019 Willis Family Trust, and CFW Partners.

How were the WLFC trade prices for the insider sales calculated in the Form 4?

The footnotes state that several transactions were executed in multiple trades within price ranges, and the prices reported in the table are weighted average sale prices. The reporting person undertakes to provide full trade-by-trade price details upon request.

What is Austin C. Willis’s role at Willis Lease Finance Corp (WLFC)?

According to the filing, the reporting person is both a Director and an Officer of Willis Lease Finance Corp, serving as Chief Executive Officer.