[Form 4] Willis Lease Finance Corp Insider Trading Activity

Rhea-AI Filing Summary

Form 4 highlights: On 31 Jul 2025, Clover Health (CLOV) officer Conrad Wai had 27,930 Class A shares withheld at $2.89 (Code F) to satisfy tax on the vesting of 12.5 % of an RSU grant dated 31 Oct 2023. The withheld amount equals roughly 1.7 % of his direct stake.

Post-transaction holdings: Wai still controls 1,671,837 shares directly and 1,403,701 shares indirectly through a family trust—about 3.08 M shares in total—so economic exposure remains virtually unchanged.

Investor takeaway: Because the disposition is automatic, not an open-market trade, it conveys no bearish signal. Remaining RSUs continue to vest quarterly until 31 Oct 2025, maintaining long-term alignment between the executive and shareholders. Market impact is expected to be minimal.

Positive

• Executive retains roughly 3.08 M shares, underscoring sustained equity alignment with shareholders.

Negative

• 27,930 shares were disposed of (withheld) to cover taxes, modestly increasing share count dilution, though immaterial to investors.

Insights

Securities Analyst

TL;DR: Tax-withholding disposition; no sentiment change, negligible impact.

The Code F transaction merely covers withholding taxes on RSU vesting. Wai’s aggregate ownership stays above 3 M shares, so insider exposure is intact. The withheld 27,930 shares represent <1 % of CLOV’s average daily volume and 0.08 % of shares outstanding—too small to move the stock. No bullish or bearish inference should be drawn.

Corporate Governance Expert

TL;DR: Routine compliance event; alignment with shareholders preserved.

The filing demonstrates proper Section 16 reporting and a standard tax-settlement mechanism. Continued vesting through Oct 2025 incentivizes performance. No red flags on governance or insider confidence arise from this disclosure.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Flaherty Scott B.

(Last) (First) (Middle)

4700 LYONS TECHNOLOGY PARKWAY

(Street)

COCONUT CREEK FL 33073

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WILLIS LEASE FINANCE CORP [ WLFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/31/2025		A		56(1)	A	$87.21	88,320	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares acquired pursuant to employee's participation in the Company's ESPP.

Remarks:

	/s/Scott B. Flaherty	08/04/2025
	** Signature of Reporting Person	Date
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.

FAQ

How many Clover Health shares did Conrad Wai dispose of?

27,930 Class A shares were automatically withheld to pay tax on RSU vesting.

What was the transaction price for CLOV shares?

The shares were valued at $2.89 per share for tax-withholding purposes.

How many CLOV shares does Conrad Wai own after the transaction?

He owns 1,671,837 shares directly and 1,403,701 shares indirectly via a family trust.

Does this Form 4 indicate insider selling pressure on CLOV?

No. The Code F transaction is an automatic tax-withholding event, not an open-market sale.

When will the remaining RSUs vest for Conrad Wai?

The final vesting date for the RSUs is 31 Oct 2025, subject to continued service.