Willis Austin Chandler 4

What Happened Willis A. Chandler, CEO of Willis Lease Finance Corp (WLFC), had 6,315 performance-based restricted stock awards (PSAs) vest on March 16, 2026 and converted into common shares. To satisfy withholding taxes, 785 of those shares were returned to the issuer at $167.18 per share, producing proceeds of $131,236. The underlying PSAs were performance- and time-based awards granted in 2025; the performance metrics were certified on March 16, 2026.

Key Details

• Transaction date: March 16, 2026 (Form 4 filed March 18, 2026 — appears timely).
• Primary action: 6,315 PSAs vested and converted to common stock (reported as derivative exercise/conversion).
• Tax withholding: 785 shares surrendered/returned to issuer at $167.18 each = $131,236 (code F — withholding tax satisfaction).
• Adjustment: The filing notes an adjustment to reflect actual PSAs earned; 5,343 PSAs of the original 100% target were forfeited (Footnote F11).
• Shares owned after the transaction: not stated in the excerpt; footnotes indicate beneficial holdings include 213,415 shares with shared voting power of CFW Partners (Footnote F9).
• Relevant footnotes: F1 (performance-based award vesting certified), F2 (return of shares for tax withholding), F11 (adjusted/forfeited PSAs).

Context This was not an open-market buy or sale but the vesting/conversion of performance awards and a routine surrender of shares to cover tax obligations (a common post-vesting action). Exercise/conversion is recorded as a derivative transaction (code M) and the tax withholding as code F; these actions typically reflect compensation settling rather than a trading signal about company stock.