WLFC (WLFC) CFO returns 15,808 shares to issuer for tax withholding

Rhea-AI Filing Summary

Willis Lease Finance Corp executive Scott B. Flaherty reported a tax-related share disposition. On this Form 4, the EVP and CFO returned 15,808 shares of common stock to the company at a value of $175.62 per share to satisfy withholding tax liability on previously restricted shares. This was not an open-market sale, but a tax-withholding disposition back to the issuer. Following the transaction, he directly holds 81,392 shares of Willis Lease Finance Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Flaherty Scott B.

Role EVP, CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	15,808	$175.62	$2.78M

Holdings After Transaction: Common Stock — 81,392 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withholding shares: 15,808 shares Transaction value per share: $175.62 per share Post-transaction holdings: 81,392 shares +2 more

5 metrics

Tax-withholding shares 15,808 shares Common stock returned to issuer for tax withholding

Transaction value per share $175.62 per share Value used for tax-withholding disposition

Post-transaction holdings 81,392 shares Common stock directly held after disposition

Tax-withholding transactions 1 transaction Form 4 transactionSummary taxWithholdingCount

Shares used for tax withholding 15,808 shares Form 4 transactionSummary taxWithholdingShares

Key Terms

tax-withholding disposition, Payment of exercise price or tax liability by delivering securities, withholding tax liability, restricted shares

4 terms

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for the common stock transaction"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: "Payment of exercise price or tax liability by delivering securities""

withholding tax liability financial

"footnote: "to satisfy withholding tax liability" on previously restricted shares"

restricted shares financial

"footnote: "Return to issuer of previously restricted shares""

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

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

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).

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^*

Flaherty Scott B.

(Last) (First) (Middle)

4700 LYONS TECHNOLOGY PARKWAY

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F		15,808(1)	D	$175.62	81,392	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

Explanation of Responses:

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

Remarks:

	/s/Scott B. Flaherty	04/03/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did WLFC EVP & CFO Scott Flaherty report?

Scott B. Flaherty reported a tax-related share disposition. He returned 15,808 shares of Willis Lease Finance Corp common stock to the issuer to cover withholding tax liability on previously restricted shares, rather than selling them in the open market.

Was the WLFC insider transaction an open-market sale of shares?

No, it was not an open-market sale. The Form 4 shows a tax-withholding disposition, where 15,808 previously restricted shares were returned to Willis Lease Finance Corp to satisfy withholding tax obligations, rather than being sold to other investors.

How many WLFC shares does Scott Flaherty hold after this Form 4 transaction?

After the tax-withholding disposition, Scott B. Flaherty directly holds 81,392 shares of Willis Lease Finance Corp common stock. This post-transaction holding figure comes directly from the Form 4 report and reflects his remaining direct ownership position.

What price per share is reported for the WLFC tax-withholding disposition?

The Form 4 reports a value of $175.62 per share for the 15,808 shares returned. This price is used for the tax-withholding disposition to Willis Lease Finance Corp and reflects the transaction value applied for satisfying the withholding tax liability.

How is the WLFC Form 4 transaction coded and what does it mean?

The transaction is coded “F” on the Form 4, described as payment of exercise price or tax liability by delivering securities. This indicates a tax-withholding disposition of shares back to the issuer, not a discretionary purchase or sale in the market.