Willis Lease SEC Filings

Willis Lease Finance Corp director, chief executive officer, and 10% owner Austin C. Willis reported gifting shares of company stock. On 12/05/2025 he made gifts of 795 shares of common stock to the Austin C. Willis 2019 Irrevocable Trust and 795 shares to the American Fund for LSE, each at a reported price of $0 per share.

After these transactions, he directly held 177,673 shares of Willis Lease Finance common stock. He also reported indirect beneficial ownership through several family-related entities, including 3,449 shares in the 2019 Irrevocable Trust, 232,715 shares in the 2019 Willis Family Trust, and 405,488 shares through CFW Partners, along with additional holdings for his children, brother, and other family trusts.

Willis Lease Finance Corporation entered into a note purchase agreement for a major private debt financing tied to its aircraft engine portfolio. Through its wholly owned subsidiary Willis Engine Structured Trust IX, the company agreed to issue and sell $337,400,000 of Series A Fixed Rate Notes and $55,500,000 of Series B Fixed Rate Notes, for a total of $392.9 million of fixed rate notes. The notes will be secured by WEST’s ownership interests in a portfolio of 47 aircraft engines and two airframes, meaning investors have a claim on these assets.

The notes are being privately offered to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will not be registered under the Securities Act. Closing is scheduled for December 23, 2025, but remains subject to customary conditions, and the company cautions there is no assurance the transaction will close on that date or at all.

Willis Lease Finance Corporation updated key executive arrangements and completed a small share repurchase involving its Executive Chairman. The board’s Compensation Committee approved an amended and restated employment agreement for CEO Austin Willis, setting his annual base salary at $1,000,000 and his target annual bonus at 125% of base salary. The agreement largely continues prior terms on duties, benefits, retirement and severance, adds extra perquisites related to private aircraft usage, and revises the Change in Control definition tied to ownership by Charles and Austin Willis and board composition changes.

The company also amended Charles F. Willis IV’s employment agreement to align its Change in Control definition. Separately, on December 4, 2025, Willis Lease Finance agreed to repurchase 30,000 common shares from Executive Chairman Charles Willis at $126.28 per share, a 2% discount to the volume weighted average price that day. Mr. Willis, age 77, told the board he plans to use the proceeds for estate planning, and a special committee of independent directors approved the transaction.

Willis Lease Finance Corporation reported an insider share sale by its executive chairman. Charles F. Willis IV, who is a director, officer (Executive Chairman) and 10% owner, disposed of 30,000 shares of common stock on December 4, 2025 in a transaction where the shares were repurchased by Willis Lease Finance Corporation at a volume-weighted average price of $126.28 per share, discounted by 2%. Following the transaction, he beneficially owns 927,046 common shares directly, plus additional indirect holdings through his spouse, CFW Partners and a family trust.

Willis Lease Finance Corp director and Chief Executive Officer Austin C. Willis reported multiple sales of the company’s common stock on December 1 and 2, 2025. The transactions, all coded as open-market sales, were executed under a pre-arranged Rule 10b5-1 trading plan adopted on June 3, 2025.

On these dates, shares were sold in several small blocks at weighted average prices around $120.25–$122.18, including prices such as $120.4343, $121.5031 and $120.253. After these trades, Austin C. Willis directly beneficially owned 179,263 shares of common stock.

The filing also lists indirect holdings and related sales for accounts and trusts associated with family members and family trusts, including positions held for a son, daughter, brother and several Willis family trusts and partnerships.

Willis Lease Finance Corp. (WLFC) filed an amended Form 4 for executive officer Dean M. Poulakidas, who serves as EVP, General Counsel and Secretary. The amendment reports a disposition of 4,308 shares of common stock on 05/14/2025, described in the footnote as a cancellation of securities that had been inadvertently omitted from the original filing. Following this adjustment, Poulakidas is shown as beneficially owning 152,107 common shares directly. The amendment states that all other information from the original report remains unchanged.

Willis Lease Finance Corp (WLFC) reported an insider equity award for its Executive Chairman and director, Charles F. Willis IV. He received a non-qualified stock option covering 300,000 shares of common stock, with an exercise price of $126.55 per share as determined under the company’s 2023 Incentive Stock Plan. The option was deemed granted as a derivative security on November 14, 2025 and expires on November 10, 2031. It vests in four equal installments on November 10, 2026, 2027, 2028, and 2029, aligning the long-term incentives of the Executive Chairman with future company performance.

Willis Lease Finance Corporation disclosed that its Compensation Committee granted a non‑qualified stock option to Executive Chairman Charles F. Willis IV on November 10, 2025. The award covers the right to purchase up to 300,000 shares of common stock and is intended to retain and incentivize his continued service.

The option vests in four equal annual installments on each of the first four anniversaries of the grant date, or earlier upon a change in control. It carries a six‑year term and an exercise price set to the greater of the fair market value on the grant date or the five‑day average volume‑weighted fair market value from November 10 through November 14, 2025. Following vesting, the option is exercisable while he remains in service; if his service ends due to death, disability, resignation for Good Reason, or termination without Cause, it remains exercisable for the shorter of two years after termination or the remaining term.

Willis Lease Finance (WLFC) CEO and Director Austin C. Willis reported open‑market stock sales on 11/03/2025 under a Rule 10b5‑1 trading plan adopted on June 3, 2025. The transactions were executed in multiple trades, with weighted average sale prices of $125.7427, $126.3662, and $127.5879, as disclosed in Table I footnotes.

Following these transactions, Willis beneficially owned 182,663 shares directly. The filing also lists activity and holdings reported as indirect through family members and trusts. Examples include post‑trade balances of 23,222 shares attributed to “Brother,” and trust/partnership positions such as 232,715 shares for the 2019 Willis Family Trust and 405,488 shares for CFW Partners, each as identified in the ownership table and footnotes.