Dameron Clifton 4

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.