Willis Lease Finance (WLFC) chair returns 42,950 shares for tax withholding

Rhea-AI Filing Summary

Willis Lease Finance Corp Executive Chairman Charles F. Willis IV used company shares to cover taxes, rather than selling stock on the market. On a tax-withholding transaction, 42,950 shares of common stock were returned to the issuer at $175.62 per share to satisfy a withholding tax liability on previously restricted shares.

After this non-market disposition, he holds 881,281 shares directly. He also has indirect ownership of 13,560 shares through his spouse, 2,134,148 shares through CFW Partners, and 584 shares held for a granddaughter, underscoring his continuing large stake in the company.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider WILLIS CHARLES F IV

Role Executive Chairman

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	42,950	$175.62	$7.54M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 881,281 shares (Direct); Common Stock — 13,560 shares (Indirect, Spouse)

Footnotes (1)

1. Return to Issuer of previously restricted shares to satisfy withholding tax liability. Charlotte Montressor Willis. Wilder Grace Willis 2016 Trust.

Key Figures

Tax-withholding shares: 42,950 shares Transaction price: $175.62 per share Direct holdings after transaction: 881,281 shares +3 more

6 metrics

Tax-withholding shares 42,950 shares Returned to issuer to satisfy withholding tax liability

Transaction price $175.62 per share Price applied to tax-withholding disposition shares

Direct holdings after transaction 881,281 shares Common stock directly owned following tax-withholding disposition

Spouse indirect holdings 13,560 shares Indirect ownership via spouse

CFW Partners indirect holdings 2,134,148 shares Indirect ownership via CFW Partners

Granddaughter indirect holdings 584 shares Indirect ownership attributed to granddaughter

Key Terms

withholding tax liability, tax-withholding disposition, indirect ownership, Common Stock, +1 more

5 terms

withholding tax liability financial

"to satisfy withholding tax liability"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

indirect ownership financial

""ownership_type": "indirect""

Common Stock financial

""security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

restricted shares financial

"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^*

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)
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		42,950(1)	D	$175.62	881,281	D
Common Stock								13,560	I	Spouse(2)
Common Stock								2,134,148	I	CFW Partners
Common Stock								584	I	Granddaughter(3)

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.

2. Charlotte Montressor Willis.

3. Wilder Grace Willis 2016 Trust.

	/s/ Charles F. Willis IV	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 Executive Chairman Charles F. Willis IV report?

Charles F. Willis IV reported using 42,950 shares of Willis Lease Finance common stock to satisfy a withholding tax liability. The shares were returned to the issuer, not sold in the open market, and relate to previously restricted stock.

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

No, the transaction was a tax-withholding disposition, not an open-market sale. 42,950 shares were returned to Willis Lease Finance to cover withholding tax on previously restricted shares, rather than being sold to other investors in the market.

How many WLFC shares does Charles F. Willis IV own directly after the transaction?

After the tax-withholding disposition, Charles F. Willis IV directly owns 881,281 shares of Willis Lease Finance common stock. This direct holding figure is reported in the Form 4 as the total shares following the transaction.

What indirect WLFC shareholdings are associated with Charles F. Willis IV?

Indirectly, he is associated with 13,560 shares held by his spouse, 2,134,148 shares held through CFW Partners, and 584 shares held for a granddaughter. These positions are reported as indirect ownership entries on the Form 4.

What price per share was used in the WLFC tax-withholding transaction?

The tax-withholding disposition used a transaction price of $175.62 per Willis Lease Finance share. This price applies to the 42,950 shares returned to the issuer to satisfy the reported withholding tax liability on restricted stock.

What does transaction code F mean in the WLFC Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this WLFC filing, it reflects shares returned to the issuer to satisfy a withholding tax liability on previously restricted stock, not a discretionary market sale.