[Form 4] WILLIS LEASE FINANCE CORP Insider Trading Activity

Rhea-AI Filing Summary

Willis Lease Finance Corp (WLFC) reported an insider equity award for its Executive Chairman and director, Charles F. Willis IV. He received a non-qualified stock option covering 300,000 shares of common stock, with an exercise price of $126.55 per share as determined under the company’s 2023 Incentive Stock Plan. The option was deemed granted as a derivative security on November 14, 2025 and expires on November 10, 2031. It vests in four equal installments on November 10, 2026, 2027, 2028, and 2029, aligning the long-term incentives of the Executive Chairman with future company performance.

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^*

WILLIS CHARLES F IV

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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

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
Non-Qualified Stock Option (right to buy)	$126.55(1)	11/14/2025		A		300,000		(2)	11/10/2031	Common Stock	300,000	$0	300,000	D

Explanation of Responses:

1. This option was granted with an exercise price equal to the greater of (i) Fair Market Value (as defined in the Issuer's 2023 Incentive Stock Plan) of the Issuer's common stock on November 10, 2025 (the "Grant Date") and (ii) the five-day average volume weighted average Fair Market Value of the Issuer's common stock for the five trading days occurring from (and including) the Grant Date through (and including) November 14, 2025. Accordingly, once the exercise price for this option was fixed on November 14, 2025, this option became a "derivative security," as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and reportable under Section 16 of the Exchange Act.

2. This option vests in four equal installments on November 10, 2026, November 10, 2027, November 10, 2028, and November 10, 2029.

	/s/ Charles F. Willis IV	11/18/2025
	** Signature of Reporting Person	Date
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