Flaherty Scott B. 4

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.