Form 4: WLFC CEO Sells Shares, Receives Performance-Based Stock Grants

Willis Lease Finance Corp CEO Austin Chandler Willis reported sales of common stock under a 10b5-1 plan and received significant performance-based restricted stock awards.

Summary

• Austin Chandler Willis, CEO, Director, and 10% Owner of Willis Lease Finance Corp (WLFC), reported multiple transactions on January 2, 2026.
• Sold a total of 3,400 shares of common stock at weighted average prices ranging from $132.5657 to $134.8, executed pursuant to a Rule 10b5-1 trading plan adopted on June 3, 2025.
• Acquired 14,912 shares through a restrictive stock grant, vesting over three years, at a price of $134.12.
• Received a grant of 22,368 performance-based restricted stock awards (PSAs) at $134.12, which are subject to performance and time-based vesting over three years.
• Returned 1,039 shares to the issuer to satisfy withholding tax liability related to the restrictive stock grant.
• Following these transactions, direct beneficial ownership stands at 188,146 shares.
• Indirect beneficial ownership totals 674,310 shares held across various family trusts and partnerships, including those for his son, daughter, brother, and family trusts, with some having shared voting power.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales, they are pre-planned under a 10b5-1 plan, which mitigates negative interpretation. The significant stock grants, especially performance-based ones, are a positive sign of management incentive alignment with company performance.

Positives

• The grant of 14,912 restrictive stock shares and 22,368 performance-based restricted stock awards aligns management's interests with long-term shareholder value creation.
• The performance-based vesting criteria for PSAs, which include return on equity and combined value of the issuer's businesses, incentivize strong financial performance.

Negatives

• The sale of 3,400 shares by the CEO, even if pre-planned, represents a reduction in direct personal holdings.

Risks

• The actual number of shares earned from the performance-based restricted stock awards may be 25% more or less than the reported 22,368 shares, depending on whether performance-based vesting criteria are met.

Future Outlook

The performance-based restricted stock awards are subject to vesting over three years, contingent on achieving specific criteria related to return on equity and the combined value of the issuer's businesses and its fund, joint venture, and managed portfolios.

Industry Context

This filing reflects standard executive compensation practices involving stock grants and pre-planned sales under Rule 10b5-1, common in publicly traded companies to manage insider stock transactions and align executive incentives.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership through various family trusts (Rooster A. Willis 2019 Trust, Wilder Grace Willis 2019 Trust, Charles F. Willis V 2019 Trust, Austin C. Willis 2019 Irrevocable Trust, CFW V 2016 Trust, 2019 Willis Family Trust, CFW Partners) where Austin C. Willis or other family members serve as trustees or have shared voting power.

Stakeholder Impact

• Shareholders: Provides transparency into executive stock ownership and compensation, potentially influencing investor confidence. The performance-based awards align executive incentives with shareholder returns.
• Employees (Management): The stock grants serve as a key component of executive compensation, incentivizing long-term performance and retention.

Next Steps

• Vesting of the 14,912 restrictive stock grant over three years.
• Vesting of the 22,368 performance-based restricted stock awards over three years, contingent on meeting performance criteria.

Key Dates

Keywords

WLFC, Willis Lease Finance, Form 4, Insider Trading, Stock Sales, Stock Grants, CEO Transactions, Restricted Stock, Performance Awards, 10b5-1 Plan