WILLIS CHARLES F IV 4

4 · WILLIS LEASE FINANCE CORP · Filed Mar 18, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

WLFC 10% Owner Willis Charles F IV Receives Award, Surrenders Shares

What Happened

Willis Charles F IV (reported as a 10% owner) had 10,888 performance-based restricted stock awards (PSAs) convert into common shares on March 16, 2026. The filing shows the derivative conversion (code M) for 10,888 shares.
To satisfy withholding tax obligations the reporting person returned/surrendered 1,355 shares to the issuer (code F) at $167.18 per share, a total value of $226,529. The filing indicates the tax-withholding was done via share surrender rather than a cash payment.

Key Details

Transaction date: March 16, 2026; Form 4 filed March 18, 2026 (timely).
Conversion: 10,888 PSAs converted to common shares (derivative exercise/conversion, code M).
Tax withholding: 1,355 shares surrendered at $167.18 each, total $226,529 (code F).
Shares owned after transaction: not specified in the provided excerpt of the filing.
Footnotes of note:
- F1: PSAs were granted in 2025 and were subject to performance/time vesting; certification of performance occurred on March 16, 2026.
- F2: Return/surrender of previously restricted shares to satisfy withholding tax.
- F5: The reported number reflects the actual PSAs earned; 9,212 of the originally targeted PSAs were forfeited.
- F3/F4 reference related parties (Charlotte Montressor Willis; Wilder Grace Willis 2016 Trust).
Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (share withholding).

Context

These transactions reflect vesting and conversion of performance-based awards, not an open-market buy or sale. Surrendering shares to cover taxes is a routine administrative step and does not necessarily indicate a trading view.
As a 10% owner, the filing reports related-party ownership status; this is insider reporting rather than an independent market purchase signal.

Form 4

Period: 2026-03-16

DirectorExecutive Chairman10% Owner

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-16+10,888→ 956,176 total
Tax Payment
Common Stock
[F2]
2026-03-16$167.18/sh−1,355$226,529→ 954,821 total
Exercise/Conversion
Performance-based Restricted Stock Award
[F1][F5]
2026-03-16−10,888→ 0 total
→ Common Stock (10,888 underlying)

Holdings

Footnotes (5)

[F1]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.
[F2]Return to Issuer of previously restricted shares to satisfy withholding tax liability.
[F3]Charlotte Montressor Willis.
[F4]Wilder Grace Willis 2016 Trust.
[F5]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 9,212 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.

Signature

/s/ Charles F. Willis IV|2026-03-18

1 file