Flaherty Scott B. 4

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

AI-generated summary of this filing

Updated Mar 18, 2026

WLFC CFO Scott Flaherty Receives 3,376 Shares After PSA Vest

What Happened

Scott B. Flaherty, EVP and CFO of Willis Lease Finance Corp (WLFC), had performance-based restricted stock awards (PSAs) vest on March 16, 2026. The vesting resulted in conversion of 3,376 PSAs into common shares.
To satisfy withholding tax obligations, 364 of those shares were returned to the issuer (tax withholding) at a reported per-share value of $167.18, totaling $60,854. Net shares received after withholding were 3,012 (3,376 converted minus 364 surrendered).

Key Details

Transaction date: March 16, 2026.
Conversion: 3,376 PSAs converted into common stock (reported as derivative conversion, Code M).
Tax withholding: 364 shares surrendered to issuer (Code F) at $167.18 per share, $60,854 total.
Adjustment/forfeiture: Filing notes that the reported award amount was adjusted; an additional 2,856 PSAs from the original 100% target reported in a prior Form 4 (Jan 6, 2025) were forfeited (Footnote F3).
Shares owned after the transaction: not specified in this Form 4.
Filing timeliness: no late filing indicated.

Context

These were performance-based restricted stock awards (PSAs) granted in 2025 and certified as earned on March 16, 2026 based on specified performance and time vesting criteria (profitability, portfolio growth, and Sustainable Aviation Fuel initiative) (Footnote F1).
The surrender of shares was a tax-withholding mechanic (not an open-market sale); this is a common administrative step when awards vest and does not by itself indicate a change in insider sentiment.

Form 4

Period: 2026-03-16

EVP, CFO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-03-16+3,376→ 97,564 total
Tax Payment
Common Stock
[F2]
2026-03-16$167.18/sh−364$60,854→ 97,200 total
Exercise/Conversion
Performance-based Restricted Stock Award
[F1][F3]
2026-03-16−3,376→ 0 total
→ Common Stock (3,376 underlying)

Footnotes (3)

[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]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 2,856 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.

Signature

/s/Scott B. Flaherty|2026-03-18

1 file