FTAI Aviation Ltd. filed SEC Form 8-K: Leadership Update

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): January 22, 2026

 

FTAI Aviation Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

405 West 13th Street, 3rd Floor, New York, New York 10014

(Address of Principal Executive Offices) (Zip Code)

 

(332) 239-7600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

---

Adoption of the FTAI Aviation Strategic Capital Profit Participation Plan

On January 22, 2026, FTAI Aviation Ltd. (the “Company”) adopted a carried interest based incentive plan referred to as the FTAI Aviation Strategic Capital Profit Participation Plan (the “PPP”), pursuant to which eligible employees (including the Company’s executive officers) whose performance is key to the success of the Company’s previously announced Strategic Capital Initiative will be eligible to receive PPP awards representing the right to receive a portion of the profit participation distributions generated from investments made by the Strategic Capital Initiative and its related partnerships and paid to the Strategic Capital Initiative’s servicer (i.e., general partner) as “profit participation,” with such profit participation generally determined on a partnership-by-partnership basis and not aggregated across the Strategic Capital Initiative’s partnerships.

The Company believes that because the value of the PPP awards will be driven solely by the success of the Company’s growing asset management business, the introduction of such awards as a material element of the Company’s incentive-based compensation program will help foster an ownership mindset, reward long-term value creation, and align employee compensation with fund performance, thereby making shareholder and investor success synonymous with employee success.  The Company expects this alignment of interests to be important to both shareholders and investors. The structured, multi-year vesting and payout framework of the PPP awards, as summarized below, will also help the Company attract and retain top talent in a competitive market environment. The Company expects to identify participants and grant PPP awards in respect of FTAI Aircraft Leasing (2025) GP, L.P., the servicer of FTAI Aircraft Leasing SPV (2025) L.P. and FTAI Aircraft Leasing Offshore SPV (2025) L.P., beginning in 2026.

The following is a summary of the material terms and conditions of the PPP:

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the PPP, which will be filed as an exhibit at a later date in accordance with the rules and regulations of the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the U.S. Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.