Willis Lease (WLFC) executive returns shares to cover tax withholding

Rhea-AI Filing Summary

Willis Lease Finance Corp Executive Chairman Charles F. Willis IV reported a tax-related share disposition on Common Stock. On March 19, 2026, he returned 5,590 shares to the issuer at $170.53 per share to satisfy withholding tax liability, rather than selling them on the market.

After this transaction, he directly owned 949,231 Common shares. He also reported additional indirect holdings, including shares held by his spouse, by CFW Partners, and for a granddaughter, reflecting a substantial continuing ownership position.

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

(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)
03/19/2026

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	03/19/2026		F		5,590(1)	D	$170.53	949,231	D
Common Stock								13,798	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	03/23/2026
	** 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 Charles F. Willis IV report in the latest WLFC Form 4 filing?

He reported returning 5,590 shares of Willis Lease Finance Corp Common Stock to the issuer to cover withholding taxes, not an open-market sale. After this tax-withholding transaction, he continued to hold 949,231 shares directly, plus additional indirect holdings through related parties.

Was the WLFC insider transaction a sale of shares on the open market?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 5,590 shares were returned to the issuer at $170.53 per share to satisfy withholding tax liability, as described in the footnote, rather than being sold to outside investors.

How many WLFC shares does Charles F. Willis IV hold after this Form 4 event?

Following the tax-withholding disposition, he directly owned 949,231 Common shares. The filing also lists indirect ownership of 13,798 shares through his spouse, 2,134,148 shares through CFW Partners, and 584 shares for a granddaughter, indicating sizeable total reported holdings.

What is the significance of the F transaction code in the WLFC Form 4?

The F code indicates shares were used to pay an exercise price or tax liability. Here, 5,590 shares of Common Stock were returned to the issuer to satisfy withholding tax, a mechanical step tied to compensation rather than a discretionary decision to buy or sell in the market.

How is indirect ownership reported for WLFC in this Form 4 filing?

Indirect ownership is broken out by relationship. The Form 4 shows holdings attributed to the reporting person’s spouse, to CFW Partners, and for a granddaughter. These categories clarify which WLFC shares are held directly versus through related individuals or entities.