Sec Form 4 Filing - Willis Austin Chandler @ WILLIS LEASE FINANCE CORP - 2026-08-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Willis Austin Chandler
2. Issuer Name and Ticker or Trading Symbol
WILLIS LEASE FINANCE CORP [ WLFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
4700 LYONS TECHNOLOGY PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
08/03/2026
(Street)
COCONUT CREEK, FL33073
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/03/2026 S( 2 ) 5,637 D $ 72.7705 ( 3 ) 445,251 ( 1 ) D
Common Stock 08/03/2026 S( 2 ) 9,363 D $ 73.6832 ( 4 ) 435,888 D
Common Stock 5,466 ( 1 ) I Son ( 5 )
Common Stock 5,466 ( 1 ) I Daughter ( 6 )
Common Stock 66,966 ( 1 ) I Brother ( 7 )
Common Stock 10,347 ( 1 ) I Austin C. Willis 2019 Irrevocable Trust ( 8 )
Common Stock 26,076 ( 1 ) I CFW V 2016 Trust ( 9 )
Common Stock 698,144 ( 1 ) I 2019 Willis Family Trust ( 10 ) ( 11 )
Common Stock 1,216,464 ( 1 ) I CFW Partners ( 12 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Willis Austin Chandler
4700 LYONS TECHNOLOGY PARKWAY
COCONUT CREEK, FL33073
X X President and CEO
Signatures
/s/ Austin C. Willis 08/05/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These numbers have been adjusted to reflect the 3-for-1 forward stock split, which became effective on July 21, 2026 (the "Stock Split").
( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 24, 2026.
( 3 )This transaction was executed in multiple trades at prices ranging from $72.38 to $73.3697, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) of this Form 4.
( 4 )This transaction was executed in multiple trades at prices ranging from $73.39 to $74.106, inclusive. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) of this Form 4.
( 5 )Rooster A. Willis 2019 Trust, Austin Willis Trustee.
( 6 )Wilder Grace Willis 2019 Trust, Austin Willis Trustee.
( 7 )Charles F. Willis V 2019 Trust, Austin Willis Trustee.
( 8 )Austin C. Willis 2019 Irrevocable Trust, Mary Willis Trustee.
( 9 )Charles F. Willis V 2016 Trust, Austin Willis Trustee.
( 10 )2019 Willis Family Trust, Austin Willis Trustee.
( 11 )Includes 640,244 shares, as adjusted for the Stock Split, having shared voting power of CFW Partners with Charles F. Willis IV.
( 12 )Shared voting power of CFW Partners with Charles F. Willis IV.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.