WILLIS LEASE FINANCE CORP·4

Mar 18, 11:12 AM ET

Dameron Clifton 4

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

Research Summary

AI-generated summary of this filing

Updated

Willis Lease (WLFC) SVP Clifton Receives 2,635 Shares on Vesting

What Happened
Dameron Clifton, SVP, General Counsel & Corporate Secretary of Willis Lease Finance Corp (WLFC), had 2,635 performance-based restricted stock awards (PSAs) convert into common shares upon certification of performance on March 16, 2026. Of those shares, 213 were returned to the issuer to satisfy withholding tax obligations, generating proceeds shown as $35,609.

Key Details

  • Transaction date (vesting/conversion): March 16, 2026; Form 4 filed March 18, 2026 (not marked late).
  • Shares converted/received: 2,635 PSAs converted to common stock (transaction code M — exercise/conversion of derivative).
  • Shares surrendered for tax withholding: 213 shares disposed (transaction code F) at $167.18 per share, totaling $35,609 (withheld/returned to issuer).
  • Exercise/conversion price: N/A for the PSA conversion.
  • Shares owned after transaction: Not stated in the filing.
  • Relevant footnotes: PSAs were granted in 2025 with performance- and time-based vesting; performance certification occurred March 16, 2026 (F1). 213 shares were returned to satisfy withholding taxes (F2). The reported amount was adjusted to reflect actual PSAs earned; 2,229 PSAs of the original target were forfeited (F3).

Context
This was a vesting/conversion of performance-based restricted stock (not an open-market buy or sale). The conversion generated ordinary shares, and a portion was surrendered to cover taxes—a routine action accompanying awards vesting (a “share withholding” or cashless tax-satisfaction mechanism), not an indication of a sale in the open market.

Insider Transaction Report

Form 4
Period: 2026-03-16
Dameron Clifton
SVP, GC & Corporate Secretary
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-03-16+2,63515,156 total
  • Tax Payment

    Common Stock

    [F2]
    2026-03-16$167.18/sh213$35,60914,943 total
  • Exercise/Conversion

    Performance-based Restricted Stock Award

    [F1][F3]
    2026-03-162,6350 total
    Common Stock (2,635 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 2,229 PSAs of the 100% target amount reported in the Form 4 filed by the Reporting Person on January 6, 2025 were forfeited.
Signature
/s/ Z. Clifton Dameron IV|2026-03-18

Documents

1 file
  • 4
    wk-form4_1773846747.xmlPrimary

    FORM 4