M3 group discloses 9.94% Willis Lease (WLFC) passive ownership stake

Rhea-AI Filing Summary

Willis Lease Financial Corporation received an updated ownership report showing that investment entities associated with M3 hold a significant passive stake in its common stock. As of 12/31/2025, M3 Partners, L.P. directly owns 677,248 shares, representing 9.94 % of the common stock.

The stake is reported jointly by M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., and individuals Jason A. Stock and William C. Waller, who share voting and dispositive power over these shares. They certify that the securities were not acquired to change or influence control of Willis Lease, indicating a passive investment intent.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

WILLIS LEASE FINANCIAL CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

970646105

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 970646105

1

Names of Reporting Persons

M3 Funds, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 677,248.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 677,248.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

677,248.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.94 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 970646105

1

Names of Reporting Persons

M3 Partners, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 677,248.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 677,248.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

677,248.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.94 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 970646105

1

Names of Reporting Persons

M3F, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UTAH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 677,248.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 677,248.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

677,248.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.94 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

CUSIP No. 970646105

1

Names of Reporting Persons

Jason A. Stock

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 677,248.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 677,248.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

677,248.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.94 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 970646105

1

Names of Reporting Persons

William C. Waller

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 677,248.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 677,248.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

677,248.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.94 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: WILLIS LEASE FINANCIAL CORPORATION
(b)	Address of issuer's principal executive offices: 4700 Lyons Technology Parkway, Coconut Creek, FL, 33073
Item 2.
(a)	Name of person filing: M3 Funds, LLC M3 Partners, LP M3F, Inc. Jason A. Stock William C. Waller
(b)	Address or principal business office or, if none, residence: For all persons filing, 2070 E 2100 S, Suite 250, Salt Lake City, UT 84109
(c)	Citizenship: M3 Funds, LLC is a Delaware limited liability company M3 Partners, LP is a Delaware limited partnership M3F, Inc. is a Utah corporation Mr. Stock and Mr. Waller are United States citizens
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 970646105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The responses of each Reporting Person to row 9 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4. All of the reported shares are owned directly by M3 Partners, L.P. ("M3 Partners"), whose general partner is M3 Funds, LLC (the "General Partner") and whose investment adviser is M3F, Inc. (the "Investment Adviser"). The General Partner and the Investment Adviser could each be deemed to be indirect beneficial owners of the reported shares, and could be deemed to share such beneficial ownership with M3 Partners. Jason A. Stock and William C. Waller are the managers of the General Partner and the managing directors of the Investment Adviser, and could be deemed to share such indirect beneficial ownership with the General Partner, the Investment Adviser and M3 Partners.
(b)	Percent of class: The responses of each Reporting Person to row 11 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The responses of each Reporting Person to row 5 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(ii) Shared power to vote or to direct the vote: The responses of each Reporting Person to row 6 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(iii) Sole power to dispose or to direct the disposition of: The responses of each Reporting Person to row 7 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
	(iv) Shared power to dispose or to direct the disposition of: The responses of each Reporting Person to row 8 of the cover pages of this Schedule 13G are incorporated by reference into this Item 4.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

M3 Funds, LLC

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock, Manager
Date:	02/03/2026

M3 Partners, LP

Signature:	By: M3 Funds, LLC, General Partner /s/ Jason A. Stock
Name/Title:	Jason A. Stock, Manager
Date:	02/03/2026

M3F, Inc.

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock, Managing Director
Date:	02/03/2026

Jason A. Stock

Signature:	/s/ Jason A. Stock
Name/Title:	Jason A. Stock
Date:	02/03/2026

William C. Waller

Signature:	/s/ William C. Waller
Name/Title:	William C. Waller
Date:	02/03/2026

FAQ

What percentage of Willis Lease (WLFC) does the M3 group report owning?

The M3 group reports beneficial ownership of 9.94% of Willis Lease common stock. They collectively report 677,248 shares, giving them a sizable but sub-10% position in the company’s outstanding common stock as of the stated measurement date.

How many Willis Lease (WLFC) shares are reported as beneficially owned by M3 entities?

The filing reports beneficial ownership of 677,248 Willis Lease common shares. All of these shares are directly owned by M3 Partners, L.P., with related entities and individuals listed as sharing voting and dispositive power over the same block of stock.

Who are the reporting persons in this Schedule 13G/A for Willis Lease (WLFC)?

The reporting persons are M3 Funds, LLC, M3 Partners, L.P., M3F, Inc., Jason A. Stock, and William C. Waller. These entities and individuals file jointly, reflecting shared voting and dispositive power over the same 677,248 Willis Lease common shares.

Is the M3 group’s stake in Willis Lease (WLFC) reported as passive or control-seeking?

The stake is certified as not held to change or influence control of Willis Lease. The signatories state the securities were not acquired or held for control purposes, characterizing the position as a passive investment under the relevant Schedule 13G standards.

What class of Willis Lease (WLFC) securities is covered and what is the CUSIP?

The filing covers Willis Lease Financial Corporation common stock with CUSIP 970646105. All reported ownership figures, including the 677,248 shares and 9.94% stake, relate specifically to this common stock class identified by that CUSIP number.

On what date did the ownership level requiring this Schedule 13G/A arise?

The ownership position triggering this Schedule 13G/A is tied to an event dated 12/31/2025. That date is specified as the event date requiring the updated beneficial ownership statement for Willis Lease common stock.