Willis Lease (NASDAQ: WLFC) insiders detail 43% stake and 10b5-1 sale plan

Rhea-AI Filing Summary

Willis Lease Finance Corp insiders updated their ownership disclosures in an amended Schedule 13D. As of April 3, 2026, CFW Partners, L.P. reports beneficial ownership of 2,134,148 common shares, representing 27.47% of the class. Charles F. Willis IV reports beneficial ownership of 3,359,547 shares, or 43.24%, including 300,000 shares underlying stock options. Austin C. Willis reports beneficial ownership of 869,100 shares, equal to 11.19% of the outstanding common stock.

The filing also notes a new Rule 10b5-1 trading plan for Austin C. Willis, allowing Merrill Lynch to sell up to 15,184 shares on his behalf starting July 1, 2026, with automatic termination on the earlier of September 30, 2026, completion of all sales under the plan, or earlier termination under its terms.

Insights

Equity ownership & governance analyst

Amended 13D confirms concentrated insider control and a small pre-planned sale program.

Willis Lease Finance Corp remains tightly held, with Charles F. Willis IV reporting beneficial ownership of 3,359,547 shares, or 43.24% of the common stock. CFW Partners and Austin C. Willis add further aligned insider stakes.

The filing highlights option-linked exposure, as Mr. Willis’ totals include 300,000 shares underlying stock options. This mix of direct holdings and options indicates both current voting influence and additional equity incentives tied to company performance.

A new Rule 10b5-1 trading plan for Austin C. Willis authorizes Merrill Lynch to sell up to 15,184 shares between July 1, 2026 and September 30, 2026, or earlier if completed or terminated. Because the plan is pre-arranged and relatively small versus his 869,100-share beneficial position, it appears as routine liquidity rather than a thesis-changing move.

Key Figures

CFW Partners beneficial ownership: 2,134,148 shares Charles F. Willis IV beneficial ownership: 3,359,547 shares Options included in Charles F. Willis IV holdings: 300,000 shares +4 more

7 metrics

CFW Partners beneficial ownership 2,134,148 shares 27.47% of Willis Lease Finance common stock as of April 3, 2026

Charles F. Willis IV beneficial ownership 3,359,547 shares 43.24% of Willis Lease Finance common stock as of April 3, 2026

Options included in Charles F. Willis IV holdings 300,000 shares Shares underlying stock options counted in beneficial ownership

Austin C. Willis beneficial ownership 869,100 shares 11.19% of Willis Lease Finance common stock as of April 3, 2026

10b5-1 plan maximum shares 15,184 shares Maximum WLFC shares to be sold under Austin C. Willis Rule 10b5-1 plan

10b5-1 plan start date July 1, 2026 Earliest date Merrill Lynch may begin selling WLFC shares

10b5-1 plan termination date September 30, 2026 Latest scheduled end date unless shares sold earlier or plan terminated

Key Terms

Schedule 13D, beneficially own, Rule 10b5-1 trading plan, shared voting power, +2 more

6 terms

Schedule 13D regulatory

"The filed with the Securities and Exchange Commission on December 11, 2000 (the "Initial 13D")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"As of April 3, 2026, the Reporting Persons may be deemed to beneficially own the following Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Rule 10b5-1 trading plan regulatory

"entered into a new Rule 10b5-1 trading plan (the "10b5-1 Plan") with Merrill Lynch"

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.

shared voting power financial

"Shared Voting Power: 2,134,148"

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.

shared dispositive power financial

"Shared Dispositive Power: 2,148,292"

aggregate amount beneficially owned financial

"Aggregate amount beneficially owned by each reporting person 3,359,547.00"

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 38)

WILLIS LEASE FINANCE CORP

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

970646105

(CUSIP Number)

Charles F. Willis, IV
c/o Willis Lease Finance Corporation, 4700 Lyons Technology Parkway
Coconut Creek, FL, 33073
(415) 408-4700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 970646105

1

Name of reporting person

CFW Partners, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,134,148.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,134,148.00

11

Aggregate amount beneficially owned by each reporting person

2,134,148.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.47 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 970646105

1

Name of reporting person

WILLIS CHARLES F IV

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,211,255.00
8	Shared Voting Power 2,148,292.00
9	Sole Dispositive Power 1,037,671.00
10	Shared Dispositive Power 2,148,292.00

11

Aggregate amount beneficially owned by each reporting person

3,359,547.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

43.24 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

See Item 5

SCHEDULE 13D

CUSIP Number(s): 970646105

1

Name of reporting person

Willis Austin Chandler

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 222,205.00
8	Shared Voting Power 646,895.00
9	Sole Dispositive Power 130,584.00
10	Shared Dispositive Power 27,992.00

11

Aggregate amount beneficially owned by each reporting person

869,100.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.19 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: WILLIS LEASE FINANCE CORP
(c)	Address of Issuer's Principal Executive Offices: 4700 Lyons Technology Parkway, Coconut Creek, FLORIDA , 33073.
Item 1 Comment: The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the "Initial 13D") by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01 per share (the "Shares"), issued by Willis Lease Finance Corporation, a Delaware corporation (the "Issuer"), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016, October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019, November 4, 2019, February 10, 2020, March 10, 2020, March 16, 2020, April 6, 2020, August 26, 2020, September 17, 2020, March 16, 2021, March 23, 2021, June 25, 2021, August 11, 2021, September 7, 2021, April 5, 2022, November 17, 2022, January 18, 2023, March 14, 2023, March 16, 2023, March 29, 2023, April 14, 2023, November 17, 2023, April 3, 2024, August 28, 2024, April 3, 2025, and November 18, 2025 (together with the Initial 13D, the "13D"), is hereby amended as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the 13D is hereby amended to add the following: As of April 3, 2026, the Reporting Persons may be deemed to beneficially own the following Shares: CFW Partners: 2,134,148 Charles F. Willis, IV: 3,359,547 Austin C. Willis: 869,100
(b)	Item 5(b) of the 13D is hereby amended to add the following: As of April 3, 2026, the Reporting Persons had the power to vote, dispose of, or direct the disposition of the following Shares, or had the right to acquire such power over such Shares (with respect to stock options held by Charles F. Willis, IV): CFW Partners: Sole Voting Power: 0 Shared Voting Power: 2,134,148 Sole Dispositive Power: 0 Shared Dispositive Power: 2,134,148 Total beneficially owned: 2,134,148 Charles F. Willis, IV: Sole Voting Power: 1,211,255* Shared Voting Power: 2,148,292 Sole Dispositive Power: 1,037,671* Shared Dispositive Power: 2,148,292 Total beneficially owned: 3,359,547* *These amounts include 300,000 Shares underlying stock options held by Charles F. Willis, IV. Austin C. Willis: Sole Voting Power: 222,205 Shared Voting Power: 646,895 Sole Dispositive Power: 130,584 Shared Dispositive Power: 27,992 Total beneficially owned: 869,100
(c)	Item 5(c) of the 13D is hereby amended to add the following: Exhibit 2 hereto sets forth descriptions of transactions with respect to the Shares effected during the past sixty days by the Reporting Persons and is incorporated herein by reference.
(d)	No person(s) other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the 13D is hereby amended to add the following: On March 24, 2026, Mr. Austin Chandler Willis entered into a new Rule 10b5-1 trading plan (the "10b5-1 Plan") with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"). Pursuant to the 10b5-1 Plan, Merrill Lynch may sell up to 15,184 Shares on behalf of Mr. Austin Chandler Willis, starting on July 1, 2026. The 10b5-1 Plan will terminate automatically on the earlier of September 30, 2026, the date on which all 15,184 Shares have been sold under the 10b5-1 Plan, and the date the 10b5-1 Plan is otherwise terminated pursuant to its terms.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibit of Item 7 of the 13D: 1. Joint Filing Agreement 2. Schedule of Transactions for Item 5(c)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CFW Partners, L.P.

Signature:	/s/ Charles F. Willis, IV
Name/Title:	Charles F. Willis, IV, its General Partner
Date:	04/03/2026

WILLIS CHARLES F IV

Signature:	/s/ Charles F. Willis, IV
Name/Title:	Charles F. Willis, IV
Date:	04/03/2026

Willis Austin Chandler

Signature:	/s/ Austin Chandler Willis
Name/Title:	Austin Chandler Willis
Date:	04/03/2026

FAQ

How much of Willis Lease Finance Corp (WLFC) does Charles F. Willis IV beneficially own?

Charles F. Willis IV beneficially owns 3,359,547 Willis Lease Finance Corp shares, representing about 43.24% of the common stock. This total includes 300,000 shares underlying stock options, giving him substantial voting influence and economic exposure to WLFC’s equity performance.

What is CFW Partners L.P.’s ownership stake in Willis Lease Finance Corp (WLFC)?

CFW Partners, L.P. beneficially owns 2,134,148 shares of Willis Lease Finance Corp common stock, equal to 27.47% of the class. All of these shares are reported with shared voting and shared dispositive power, reflecting coordinated control over a large ownership block in WLFC.

How many WLFC shares does Austin C. Willis beneficially own and control?

Austin C. Willis beneficially owns 869,100 Willis Lease Finance Corp shares, or 11.19% of the common stock. He reports sole voting power over 222,205 shares and shared voting power over 646,895 shares, along with mixed sole and shared dispositive power across his WLFC holdings.

What does the new Rule 10b5-1 trading plan for Austin C. Willis involve at WLFC?

The new Rule 10b5-1 trading plan allows Merrill Lynch to sell up to 15,184 Willis Lease Finance Corp shares for Austin C. Willis. Sales may begin July 1, 2026 and the plan ends September 30, 2026, or earlier if all shares are sold or the plan is otherwise terminated.

Does the Schedule 13D/A describe recent transactions in WLFC shares by the reporting persons?

The amendment states that Exhibit 2 contains descriptions of transactions in Willis Lease Finance Corp shares during the past sixty days. Those transaction details are incorporated by reference, indicating recent trading activity by the reporting persons but not listing each trade in the main text.

How much of WLFC’s voting power is shared versus sole among the reporting persons?

CFW Partners reports zero sole voting power and 2,134,148 shared votes. Charles F. Willis IV reports 1,211,255 shares with sole voting power and 2,148,292 with shared voting power. Austin C. Willis reports 222,205 shares with sole voting power and 646,895 with shared voting power.