0001590364FALSE00015903642025-10-272025-10-270001590364us-gaap:CommonClassAMember2025-10-272025-10-270001590364ftai:A8.25FixedRateResetSeriesCCumulativePerpetualRedeemablePreferredSharesMember2025-10-272025-10-270001590364ftai:A9.50FixedRateResetSeriesDCumulativePerpetualRedeemablePreferredSharesMember2025-10-272025-10-27



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): October 27, 2025

FTAI Aviation Ltd.
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands
001-37386
98-1420784
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

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:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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).
Emerging growth company ☐
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:
Title of each class:Trading Symbol:Name of exchange on which registered:
Ordinary shares, $0.01 par value per shareFTAIThe Nasdaq Global Select Market
8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred SharesFTAINThe Nasdaq Global Select Market
9.50% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares
FTAIMThe Nasdaq Global Select Market










Item 2.02    Results of Operations and Financial Condition.

On October 27, 2025, FTAI Aviation Ltd. (“FTAI” or the “Company”) issued a press release announcing the Company's results for its fiscal quarter ended September 30, 2025. A copy of the Company's press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, of the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit NumberDescription
Press release, dated October 27, 2025, issued by FTAI Aviation Ltd.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.




SIGNATURES

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

FTAI Aviation Ltd.

By:
/s/ Eun (Angela) Nam
Name:
Eun (Angela) Nam
Title:
Chief Financial Officer and Chief Accounting Officer


Date: October 27, 2025





ftaiaviationlogo.jpg

FTAI Aviation Ltd. Reports Third Quarter 2025 Results, Increases Dividend to $0.35 per Ordinary Share
______________________________________________________________________

NEW YORK, October 27, 2025 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the third quarter 2025. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.

Financial Overview
(in thousands, except per share data)
Selected Financial ResultsQ3’25
Net Income Attributable to Shareholders$114,009 
Basic Earnings per Ordinary Share$1.11 
Diluted Earnings per Ordinary Share$1.10 
Adjusted EBITDA (1)
$297,381 
____________________________________________
(1) For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.

Third Quarter 2025 Dividends
On October 27, 2025, the Company’s Board of Directors (the “Board”) declared a cash dividend on our ordinary shares of $0.35 per share for the quarter ended September 30, 2025, payable on November 19, 2025 to the holders of record on November 10, 2025, an increase from $0.30 per share in the previous quarter.
Additionally, on October 27, 2025, the Board declared cash dividends on its Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (“Series C Preferred Shares”) and Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (“Series D Preferred Shares”) of $0.52 and $0.59 per share, respectively, for the quarter ended September 30, 2025, payable on December 15, 2025 to the holders of record on December 1, 2025.
Business Highlights
Completed fundraising for inaugural Strategic Capital Initiative partnership with $2 billion of equity commitments, targeting to deploy over $6 billion of capital including current and future debt financing.
Generated Net Income Attributable to Shareholders of $114.0 million, $1.11 EPS, an increase of 46% versus Q3 2024.
Continued growth in Aerospace Products segment with Adjusted EBITDA of $180.4 million, an increase of 77% versus Q3 2024.(1)
Raised guidance for 2026 Adjusted EBITDA from $1.4 billion to $1.525 billion from its reportable segments, comprised of approximately $1.0 billion from Aerospace Products and $525 million from Aviation Leasing.(1)
Increased its quarterly dividend to $0.35 per share from $0.30 per share as a result of strong free cash flow generation.
Announced a definitive agreement to acquire ATOPS MRE to expand MRE Operations in Miami and the launch of a joint venture with Bauer focused on developing in-house CFM56 accessory maintenance repairs.
“Our business had a strong quarter underpinned by continued growth in Aerospace Products allowing us to increase guidance for 2026 and raise our ordinary dividend,” said Joe Adams, Chairman and CEO. “We also held the final closing for the Strategic Capital Initiative’s inaugural vehicle exceeding our fundraising target and hitting the upsized
1


hard cap of $2.0 billion of equity commitments. This, along with debt financing, will allow us to purchase over $6 billion of aircraft up from our earlier target of $4 billion.”
(1) For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.

Additional Information
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Center section of the Company’s website, https://www.ftaiaviation.com/, and the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.
Conference Call
In addition, management will host a conference call on Tuesday, October 28, 2025 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the following link https://register-conf.media-server.com/register/BId6f0e16d5c034abd993d6939251624f5. Once registered, participants will receive a dial-in and unique pin to access the call.
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.ftaiaviation.com/. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.
A replay of the conference call will be available after 11:30 A.M. on Tuesday, October 28, 2025 through 11:30 A.M. on Tuesday, November 4, 2025 on https://ir.ftaiaviation.com/news-events/presentations/.
The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a part of, this press release.
About FTAI Aviation Ltd.
FTAI is a leading provider of aftermarket power for the CFM56 and V2500 engines which fly on the world’s most widely used commercial aircraft. FTAI’s differentiated Maintenance, Repair and Exchange (“MRE”) product offers cost savings and flexibility to airlines and asset owners through the lease, sale and exchange of refurbished serviceable engines and modules. In addition, FTAI manages and co-invests in on-lease narrowbody aircraft in partnership with institutional investors through its Strategic Capital Initiative.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the ability to meet guidance for 2026 Adjusted EBITDA, whether the Company will be able to close the ATOPS acquisition, subject to customary closing conditions, SCI’s expected closing on equity commitments and debt financing and deploying over $6 billion of capital, and whether the SCI Partnership will be able to close on aircraft under letters of intent (LOI). These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.ftaiaviation.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

2


For further information, please contact:
Alan Andreini
Investor Relations
FTAI Aviation Ltd.
(646) 734-9414
aandreini@ftaiaviation.com
Media:
Tim Lynch / Aaron Palash / Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
3

Exhibit - Financial Statements
FTAI AVIATION LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Dollar amounts in thousands, except share and per share data)
Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues
Aerospace products revenue$459,206 $303,469 $1,144,317 $737,726 
MRE Contract revenue58,663 — 228,886 — 
Lease income55,072 65,450 185,951 189,365 
Maintenance revenue52,370 59,917 175,081 156,894 
Asset sales revenue38,461 34,953 105,315 145,993 
Other revenue (1)
3,292 2,005 5,831 6,104 
Total revenues667,064 465,794 1,845,381 1,236,082 
Expenses
Cost of sales362,922 219,496 980,894 568,157 
Operating expenses39,092 26,858 105,858 81,274 
General and administrative1,829 4,045 7,387 10,697 
Acquisition and transaction expenses7,066 9,341 18,847 23,539 
Management fees and incentive allocation to affiliate —  8,449 
Internalization fee to affiliate —  300,000 
Depreciation and amortization55,278 56,775 170,076 163,386 
Asset impairment —  962 
Total expenses466,187 316,515 1,283,062 1,156,464 
Other (expense) income
Interest expense(60,784)(57,937)(186,789)(160,840)
Loss on extinguishment of debt —  (13,920)
Equity in losses of unconsolidated entities (2)
(4,224)(438)(16,841)(1,799)
Gain on sale to the 2025 Partnership4,609 — 50,083 — 
Other income3,570 2,909 63,797 3,045 
Total other expense(56,829)(55,466)(89,750)(173,514)
Income (loss) before income taxes144,048 93,813 472,569 (93,896)
Provision for (benefit from) income taxes26,330 7,331 87,067 (130)
Net income (loss)117,718 86,482 385,502 (93,766)
Less: Dividends on preferred shares3,709 8,335 13,533 25,005 
Less: Loss on redemption of preferred shares — 6,327 — 
Net income (loss) attributable to shareholders$114,009 $78,147 $365,642 $(118,771)
Earnings (loss) per share:
Basic$1.11 $0.76 $3.57 $(1.17)
Diluted$1.10 $0.76 $3.52 $(1.17)
Weighted average shares outstanding:
Basic102,569,415 102,380,659 102,560,285 101,199,356 
Diluted103,966,650 103,395,348 103,951,713 101,199,356 
__________________________________________
(1) Includes servicing fees of $3,035 and $5,635 for the three and nine months ended September 30, 2025, respectively, from the 2025 Partnership.
(2) Includes the profit elimination of $(3,908) and $(15,793) for the three and nine months ended September 30, 2025, respectively, for sales to the 2025 Partnership.
4


FTAI AVIATION LTD.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share and per share data)
(Unaudited)
September 30, 2025December 31, 2024
Assets
Current Assets
Cash and cash equivalents$509,945 $115,116 
Accounts receivable, net (1)
214,889 150,823 
Inventory, net897,216 551,156 
Other current assets (2)
412,779 408,923 
Total current assets2,034,829 1,226,018 
Leasing equipment, net1,669,634 2,373,730 
Property, plant, and equipment, net113,951 107,451 
Investments164,346 19,048 
Intangible assets, net18,682 42,205 
Goodwill83,012 61,070 
Other non-current assets155,746 208,430 
Total assets$4,240,200 $4,037,952 
Liabilities
Current Liabilities
Accounts payable$147,350 $69,119 
Accrued liabilities128,936 96,910 
Current maintenance deposits14,650 62,552 
Current security deposits 16,012 18,100 
Other current liabilities41,285 100,565 
Total current liabilities348,233 347,246 
Long-term debt, net3,446,733 3,440,478 
Non-current maintenance deposits49,982 44,179 
Non-current security deposits15,991 26,830 
Other non-current liabilities126,797 97,851 
Total liabilities$3,987,736 $3,956,584 
Commitments and contingencies
Equity
Ordinary shares ($0.01 par value per share; 2,000,000,000 shares authorized; 102,572,000 and 102,550,975 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
$1,026 $1,026 
Preferred shares ($0.01 par value per share; 200,000,000 shares authorized; 6,800,000 and 11,740,000 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)
68 117 
Additional paid in capital(26,549)153,328 
Retained earnings (accumulated deficit)277,919 (73,103)
Shareholders' equity252,464 81,368 
Total liabilities and equity$4,240,200 $4,037,952 
__________________________________________
(1) Includes accounts receivable from the 2025 Partnership of $41,556 and $0 as of September 30, 2025 and December 31, 2024, respectively.
(2) Includes receivables from the 2025 Partnership of $17,585 and $0 as of September 30, 2025 and December 31, 2024, respectively.
5


Key Performance Measures
In addition to net income (loss), the Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as a key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance and make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
Adjusted EBITDA is defined as net income (loss) attributable to shareholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and preferred shares and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, dividends on preferred shares and interest expense, internalization fee to affiliate, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA, if any.
Reconciliations of forward-looking non-GAAP financial measures to their most directly comparable GAAP financial measures are not included in this press release because the most directly comparable GAAP financial measures are not available on a forward-looking basis without unreasonable effort.
The following table sets forth a reconciliation of net income (loss) attributable to shareholders to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30,
ChangeNine Months Ended
September 30,
Change
(in thousands)2025202420252024
Net income (loss) attributable to shareholders$114,009 $78,147 $35,862 $365,642 $(118,771)$484,413 
Add: Provision for (benefit from) income taxes26,330 7,331 18,999 87,067 (130)87,197 
Add: Equity-based compensation expense5,655 1,430 4,225 16,059 2,578 13,481 
Add: Acquisition and transaction expenses7,066 9,341 (2,275)18,847 23,539 (4,692)
Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations — — 6,327 13,920 (7,593)
Add: Changes in fair value of non-hedge derivative instruments — —  — — 
Add: Asset impairment charges — —  962 (962)
Add: Incentive allocations — —  7,456 (7,456)
Add: Depreciation and amortization expense (1)
67,855 69,453 (1,598)201,919 194,384 7,535 
Add: Interest expense and dividends on preferred shares64,493 66,272 (1,779)200,322 185,845 14,477 
Add: Internalization fee to affiliate — —  300,000 (300,000)
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)
11,657 (382)12,039 16,513 (1,547)18,060 
Less: Equity in losses (earnings) of unconsolidated entities (3)
316 438 (122)1,048 1,799 (751)
Less: Non-controlling share of Adjusted EBITDA — —  — — 
Adjusted EBITDA (non-GAAP)$297,381 $232,030 $65,351 $913,744 $610,035 $303,709 
________________________________________________________
(1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $55,278 and $56,775, (ii) lease intangible amortization of $534 and $3,720 and (iii) amortization for lease incentives of $12,043 and $8,958, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $170,076 and $163,386, (ii) lease intangible amortization of $5,893 and $11,482 and (iii) amortization for lease incentives of $25,950 and $19,516, respectively.
(2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) net loss of $316 and $438, (ii) interest expense of $2,629 and $0, (iii) depreciation and amortization expense of $9,449 and $56, and (iv) tax expense of $105 and $0, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net loss of $1,048 and $1,799, (ii) interest expense of $4,119 and $0, (iii) depreciation and amortization expense of $13,077 and $252, (iv) acquisition and transaction expenses of $470 and $0, and (v) tax expense of $105 and $0 respectively.
(3) Excludes the profit elimination of $3,908 and $15,793 for the three and nine months ended September 30, 2025, for sales to the 2025 Partnership.
6


In addition, the following table sets forth a reconciliation of net income attributable to shareholders to Adjusted EBITDA for Aerospace Products for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30,ChangeNine Months Ended
September 30,
Change
(in thousands)2025202420252024
Net income attributable to shareholders$148,594 $93,788 $54,806 $388,819 $245,096 $143,723 
Add: Provision for income taxes26,815 4,408 22,407 72,017 11,865 60,152 
Add: Equity-based compensation expense168 156 12 491 154 337 
Add: Acquisition and transaction expenses599 2,100 (1,501)3,145 2,871 274 
Add: Losses on the modification or extinguishment of debt and preferred shares and capital lease obligations — —  — — 
Add: Changes in fair value of non-hedge derivative instruments — —  — — 
Add: Asset impairment charges — —  — — 
Add: Incentive allocations — —  — — 
Add: Depreciation and amortization expense3,930 1,306 2,624 11,218 3,177 8,041 
Add: Interest expense and dividends on preferred shares — —  — — 
Add: Internalization fee to affiliate — —  — — 
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)
1,082 (382)1,464 2,134 (1,424)3,558 
Less: Equity in (earnings) losses of unconsolidated entities(767)438 (1,205)(1,594)1,592 (3,186)
Less: Non-controlling share of Adjusted EBITDA  — —  — — 
Adjusted EBITDA (non-GAAP)$180,421 $101,814 $78,607 $476,230 $263,331 $212,899 
________________________________________________________
(1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) net income of $767 and net loss of $438, (ii) depreciation and amortization expense of $420 and $56, and (iii) tax expense of $105 and $0, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net income of $1,594 and net loss of $1,592, (ii) depreciation and amortization expense of $645 and $168, and (iii) tax expense of $105 and $0, respectively.










7