Form 4: WLFC Exec Dameron Reports Equity Grant, Tax Sale

Clifton Dameron, SVP, GC & Corporate Secretary of Willis Lease Finance Corp, reported an acquisition of restricted stock and performance-based awards, alongside a disposition for tax liability.

Summary

• Clifton Dameron, SVP, GC & Corporate Secretary, acquired 4,474 shares of common stock as a restrictive stock grant on January 2, 2026, at a price of $134.12 per share.
• These restricted shares are subject to a three-year vesting schedule.
• Dameron also disposed of 320 shares of common stock on January 2, 2026, at $134.12 per share, to satisfy withholding tax liability.
• Following these transactions, Dameron beneficially owns 12,336 shares of common stock directly.
• Additionally, Dameron was granted 6,710 performance-based restricted stock awards (PSAs) on January 2, 2026.
• These PSAs vest over three years, contingent on meeting performance criteria related to return on equity and the combined value of the issuer's businesses, funds, joint ventures, and managed portfolios.
• The reported amount of PSAs assumes 100% performance-based vesting, but the actual number earned could range from 25% more to 25% less than the reported amount.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation, including a significant equity grant tied to performance, which generally aligns management interests with shareholders and is a positive for corporate governance, though it's a standard disclosure rather than a new operational development.

Positives

• The grant of 4,474 restricted shares and 6,710 performance-based restricted stock awards to a key executive aligns management's interests with long-term shareholder value creation.
• The performance-based vesting criteria for the PSAs, linked to return on equity and business value, incentivize strong financial performance and strategic growth.

Negatives

• The disposition of 320 shares to cover tax liabilities, while a routine event, results in a slight reduction in the executive's direct share ownership.

Risks

• The actual number of shares received from the performance-based restricted stock awards may be 25% more or less than the reported 6,710 shares, depending on whether the specified performance-based vesting criteria are fully met or exceeded.

Future Outlook

The executive's newly acquired restricted stock and performance-based awards are subject to vesting over a three-year period, with the performance-based awards contingent on achieving specific financial and business value criteria.

Management Comments

• The filing reports that Z. Clifton Dameron IV, SVP, GC & Corporate Secretary, signed the statement of changes in beneficial ownership, confirming the reported equity transactions.

Industry Context

NA

Stakeholder Impact

• Shareholders: The equity grants to a key executive align management's financial incentives with the company's long-term performance and shareholder value creation, particularly through performance-based vesting criteria.

Next Steps

• The restricted stock grant and performance-based restricted stock awards will vest over the next three years, subject to time-based and performance-based conditions.

Key Dates

Keywords

Willis Lease Finance Corp, WLFC, Clifton Dameron, Restricted Stock Grant, Performance-Based Award, Insider Trading, Executive Compensation, Equity Grant, Form 4