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Willis Lease Finance Corporation

03/18/2026 | Press release | Distributed by Public on 03/18/2026 14:16

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Willis Austin Chandler
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
(Last) (First) (Middle)
4700 LYONS TECHNOLOGY PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026
(Street)
COCONUT CREEK, FL 33073
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Willis Austin Chandler
4700 LYONS TECHNOLOGY PARKWAY
COCONUT CREEK, FL 33073
X X Chief Executive Officer

Signatures

/s/ Austin C. Willis 03/18/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Willis Lease Finance Corporation published this content on March 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 18, 2026 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]