Willis Lease (WLFC) CFO nets shares from PSA vesting and tax withholding

Rhea-AI Filing Summary

Willis Lease Finance EVP and CFO Scott B. Flaherty exercised a 2025 performance-based restricted stock award on March 16, 2026, earning 3,376 shares of common stock after performance goals were certified. The award’s metrics included services profitability, leasing portfolio growth and the Sustainable Aviation Fuel initiative. Of the vested shares, 364 shares were returned to the company to cover withholding taxes at $167.18 per share, and 2,856 unearned PSAs from the original target were forfeited. Flaherty now directly holds 97,200 common shares.

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^*

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)
03/16/2026

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	03/16/2026		M		3,376(1)	A	(1)	97,564	D
Common Stock	03/16/2026		F		364(2)	D	$167.18	97,200	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
Performance-based Restricted Stock Award	(1)	03/16/2026		M			3,376(3)	(1)	(1)	Common Stock	3,376(3)	(1)	0(3)	D

Explanation of Responses:

1. Performance-based restricted stock award ("PSA") granted in 2025 subject to performance-based and time-based vesting over two years. Performance-based vesting criteria, which included a combination of profitability of the Issuer's services businesses, growth of the Issuer's leasing portfolio and the viability of the Issuer's Sustainable Aviation Fuel initiative, were certified on March 16, 2026. Each PSA represents a contingent right to receive one share of the Issuer's common stock upon vesting.

2. Return to Issuer of previously restricted shares to satisfy withholding tax liability.

3. Reported amount has been adjusted to reflect the actual number of PSAs earned, based on the extent to which the performance-based vesting criteria were achieved. The remaining 2,856 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.

Remarks:

	/s/Scott B. Flaherty	03/18/2026
	** 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 Willis Lease Finance (WLFC) report for its CFO?

Willis Lease Finance reported that CFO Scott B. Flaherty exercised a 2025 performance-based restricted stock award, receiving 3,376 common shares on March 16, 2026. The vesting followed certification of performance goals tied to services profitability, leasing portfolio growth and a Sustainable Aviation Fuel initiative.

How many Willis Lease Finance (WLFC) shares does the CFO hold after this Form 4?

After the reported transactions, CFO Scott B. Flaherty directly holds 97,200 shares of Willis Lease Finance common stock. This reflects the net impact of the PSA vesting, share issuance and shares returned to the issuer for tax withholding obligations.

What performance criteria triggered the PSA vesting for Willis Lease Finance (WLFC) CFO?

The PSAs vested after certification of performance criteria including profitability of services businesses, growth of the leasing portfolio and the viability of the Sustainable Aviation Fuel initiative. These criteria were certified on March 16, 2026, unlocking the award into common shares.

Why were some Willis Lease Finance (WLFC) shares returned to the issuer in this Form 4?

In connection with the PSA vesting, 364 common shares were returned to Willis Lease Finance to satisfy withholding tax liabilities. This tax-withholding disposition was priced at $167.18 per share and does not represent an open-market sale by the CFO.

Were any Willis Lease Finance (WLFC) performance stock awards forfeited by the CFO?

Yes. The reported amount was adjusted to the 3,376 PSAs earned, and 2,856 PSAs from the original 100% target were forfeited. This reflects the extent to which the performance-based vesting criteria were achieved for the 2025 grant.

What type of equity award did the Willis Lease Finance (WLFC) CFO exercise?

The CFO exercised a performance-based restricted stock award (PSA) granted in 2025. Each PSA represented a contingent right to receive one share of Willis Lease Finance common stock upon satisfaction of specified performance and time-based vesting conditions.