Willis Lease (WLFC) CEO exercises PSAs and reports tax withholding

Rhea-AI Filing Summary

Willis Lease Finance Corp Chief Executive Officer Austin Chandler Willis exercised a performance-based restricted stock award for 6,315 PSAs into common stock. The award was granted in 2025 and became earned after performance goals were certified on March 16, 2026. Following the exercise, 785 common shares were returned to the company at $167.18 per share to satisfy withholding tax obligations, leaving 186,876 common shares held directly. He also reports additional indirect common stock holdings through various family members and family trusts.

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 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)
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		6,315(1)	A	(1)	187,661	D
Common Stock	03/16/2026		F		785(2)	D	$167.18	186,876	D
Common Stock								1,822	I	Son(3)
Common Stock								1,822	I	Daughter(4)
Common Stock								22,322	I	Brother(5)
Common Stock								3,449	I	Austin C. Willis 2019 Irrevocable Trust(6)
Common Stock								8,692	I	CFW V 2016 Trust(7)
Common Stock								232,715	I	2019 Willis Family Trust(8)(9)
Common Stock								405,488	I	CFW Partners(10)

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			6,315(11)	(1)	(1)	Common Stock	6,315(11)	(1)	0(11)	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. Rooster A. Willis 2019 Trust, Austin Willis Trustee.

4. Wilder Grace Willis 2019 Trust, Austin Willis Trustee.

5. Charles F. Willis V 2019 Trust, Austin Willis Trustee.

6. Austin C. Willis 2019 Irrevocable Trust, Mary Willis Trustee.

7. Charles F. Willis V 2016 Trust, Austin Willis Trustee.

8. 2019 Willis Family Trust, Austin Willis Trustee.

9. Includes 213,415 shares having shared voting power of CFW Partners with Charles F. Willis IV.

10. Shared voting power of CFW Partners with Charles F. Willis IV.

11. 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 5,343 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.

	/s/ Austin C. Willis	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).
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did WLFC CEO Austin Chandler Willis report?

He reported exercising a performance-based restricted stock award for 6,315 PSAs into common stock. The performance criteria were certified on March 16, 2026, triggering vesting and conversion to Willis Lease Finance Corp common shares.

How many WLFC shares does the CEO hold directly after this Form 4?

After these transactions, Austin Chandler Willis directly holds 186,876 shares of Willis Lease Finance Corp common stock. This figure reflects both the PSA conversion and the shares returned to the issuer for tax withholding.

Were any WLFC shares sold on the open market in this Form 4?

No open-market sales were reported. The only disposition was 785 shares of common stock returned to Willis Lease Finance Corp to satisfy withholding tax obligations related to the vested performance-based restricted stock award.

What is a performance-based restricted stock award (PSA) in the WLFC filing?

The PSA is an equity award that vests only if specific performance and time-based conditions are met. In this case, 6,315 PSAs converted into one share of Willis Lease Finance Corp common stock each upon vesting.

Does the WLFC CEO report any indirect ownership in this Form 4?

Yes. In addition to direct holdings, the CEO reports indirect ownership of Willis Lease Finance Corp common stock through family members and multiple family trusts, including the 2019 Willis Family Trust and CFW Partners.

Were any performance-based awards forfeited in the WLFC CEO’s plan?

Yes. The filing notes that 5,343 PSAs from the original 2025 target grant were forfeited. The reported 6,315 earned PSAs reflect the portion that vested based on achieved performance criteria.