Willis Lease Finance (WLFC) CEO sells shares, keeps sizeable stake

Rhea-AI Filing Summary

Willis Lease Finance Corp CEO Austin Chandler Willis reported share sales and tax-related dispositions of company stock. On April 1, 2026, he sold a total of 3,400 shares of common stock in open-market transactions at weighted average prices between $172.01 and $174.70 per share under a pre-arranged Rule 10b5-1 trading plan.

He also returned 24,595 previously restricted shares to the issuer to satisfy withholding tax liability, which is a non-market disposition. After these transactions, he directly held 158,880 shares of common stock, and continues to report additional indirect holdings through various family trusts and related entities, including 405,488 shares held indirectly through CFW Partners and 232,715 shares held indirectly through the 2019 Willis Family Trust.

Insights

Equity analyst

CEO executes pre-planned stock sales and tax withholding while retaining a large overall stake.

Austin Chandler Willis, CEO and significant holder of Willis Lease Finance Corp, sold 3,400 common shares on April 1, 2026 in open-market trades at prices around $172–$175. Footnotes state these sales were made under a pre-established Rule 10b5-1 trading plan adopted on June 3, 2025, indicating they were pre-planned rather than opportunistic.

In addition, 24,595 restricted shares were returned to the issuer to cover withholding tax obligations, which is a mechanical step rather than a market sale. Following these actions, Willis still holds 158,880 shares directly, plus substantial indirect positions via family trusts and CFW Partners, which reports 405,488 indirectly held shares, including 213,415 with shared voting power.

The net result is a relatively small reduction in his directly held position alongside a large remaining combined stake. Given the pre-planned nature of the sales and the continued sizable ownership, this filing is best viewed as routine portfolio and tax management rather than a thesis-changing event for investors.

Insider Trade Summary 10b5-1

Net Seller: 3,400 shares ($590,068)

Net Sell 11 txns

Insider Willis Austin Chandler

Role Chief Executive Officer

Sold 3,400 shs ($590K)

Type	Security	Shares	Price	Value
Sale	Common Stock	983	$172.4927	$170K
Sale	Common Stock	1,230	$173.5972	$214K
Sale	Common Stock	1,187	$174.3748	$207K
Tax Withholding	Common Stock	24,595	$175.62	$4.32M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 185,892 shares (Direct); Common Stock — 1,822 shares (Indirect, Son)

Footnotes (1)

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. This transaction was executed in multiple trades at prices ranging from $172.01 to $172.96, 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. This transaction was executed in multiple trades at prices ranging from $173.06 to $174.03, 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. This transaction was executed in multiple trades at prices ranging from $174.07 to $174.70, 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. Return to Issuer of previously restricted shares to satisfy withholding tax liability. Rooster A. Willis 2019 Trust, Austin Willis Trustee. Wilder Grace Willis 2019 Trust, Austin Willis Trustee. Charles F. Willis V 2019 Trust, Austin Willis Trustee. Austin C. Willis 2019 Irrevocable Trust, Mary Willis Trustee. Charles F. Willis V 2016 Trust, Austin Willis Trustee. 2019 Willis Family Trust, Austin Willis Trustee. Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV. Shared voting power of CFW Partners with Charles F. Willis IV.

Key Figures

Open-market sale 1: 983 shares at $172.4927 Open-market sale 2: 1,230 shares at $173.5972 Open-market sale 3: 1,187 shares at $174.3748 +5 more

8 metrics

Open-market sale 1 983 shares at $172.4927 Common Stock sale on April 1, 2026

Open-market sale 2 1,230 shares at $173.5972 Common Stock sale on April 1, 2026

Open-market sale 3 1,187 shares at $174.3748 Common Stock sale on April 1, 2026

Total shares sold 3,400 shares Net open-market sales reported in transaction summary

Tax withholding shares 24,595 shares at $175.6200 Returned to issuer to satisfy withholding tax liability

Direct holdings after transactions 158,880 shares Directly held common stock following April 1, 2026 transactions

CFW Partners indirect holdings 405,488 shares Indirectly held, with 213,415 shares having shared voting power

2019 Willis Family Trust holdings 232,715 shares Indirect ownership through 2019 Willis Family Trust

Key Terms

Rule 10b5-1 trading plan, withholding tax liability, weighted average sale price, shared voting power, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

withholding tax liability financial

"Return to Issuer of previously restricted shares to satisfy withholding tax liability"

weighted average sale price financial

"The price reported reflects the weighted average sale price"

shared voting power financial

"Includes 213,415 shares having shared voting power of CFW Partners"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

restricted shares financial

"Return to Issuer of previously restricted shares to satisfy withholding tax liability"

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).

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 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)
	Chief Executive Officer

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		S(1)		983	D	$172.4927(2)	185,892	D
Common Stock	04/01/2026		S(1)		1,230	D	$173.5972(3)	184,662	D
Common Stock	04/01/2026		S(1)		1,187	D	$174.3748(4)	183,475	D
Common Stock	04/01/2026		F		24,595(5)	D	$175.62	158,880	D
Common Stock								1,822	I	Son(6)
Common Stock								1,822	I	Daughter(7)
Common Stock								22,322	I	Brother(8)
Common Stock								3,449	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 $172.01 to $172.96, 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 $173.06 to $174.03, 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 $174.07 to $174.70, 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. Return to Issuer of previously restricted shares to satisfy withholding tax liability.

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	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 did Willis Lease Finance (WLFC) CEO Austin Chandler Willis report in this Form 4?

He reported multiple transactions in Willis Lease Finance common stock. These included open-market sales totaling 3,400 shares and a return of 24,595 restricted shares to the issuer to satisfy withholding tax liability, while maintaining a substantial direct and indirect ownership position.

How many Willis Lease Finance (WLFC) shares did the CEO sell and at what prices?

He sold 3,400 common shares in three open-market transactions. The weighted average sale prices were about $172.49, $173.60, and $174.37 per share, with individual trades executed within ranges from $172.01 up to $174.70 as disclosed in the footnotes.

Was the Willis Lease Finance (WLFC) CEO’s stock sale part of a Rule 10b5-1 trading plan?

Yes. A footnote states the reported sales were effected under a Rule 10b5-1 trading plan adopted on June 3, 2025. Such plans pre-schedule trades, indicating these sales were arranged in advance rather than timed in response to short-term market developments.

How many Willis Lease Finance (WLFC) shares does the CEO hold directly after these transactions?

After the reported sales and tax-related share return, Austin Chandler Willis directly holds 158,880 shares of Willis Lease Finance common stock. This direct position is in addition to substantial indirect holdings reported through several family trusts and CFW Partners entities in the same filing.

What is the 24,595-share transaction in the Willis Lease Finance (WLFC) Form 4?

The 24,595 shares were returned to the issuer to satisfy withholding tax liability on previously restricted shares. Coded as an F transaction, this is a tax-withholding disposition, not an open-market sale, and represents a routine mechanism for covering tax obligations on equity compensation.

What indirect holdings in Willis Lease Finance (WLFC) stock does the CEO report?

He reports indirect ownership through several family-related trusts and entities. Examples include 405,488 shares held indirectly via CFW Partners, which has shared voting power on 213,415 of those shares, and 232,715 shares held indirectly through the 2019 Willis Family Trust, among other smaller trust holdings.