FTAI Aviation Ltd.
−Removed: FTAI) is, a Cayman Islands exempted company, except as otherwise specified, “we”, “us”, “our”, “FTAI”, “FTAI Aviation” or “the Company” refer to us and our consolidated subsidiaries.
−Removed: We own, lease and sell aviation equipment.
−Removed: We also develop and manufacture through a joint venture, and repair and sell, through our maintenance facilities and exclusivity arrangements, aftermarket components for aircraft engines.
−Removed: We target assets that, on a combined basis, generate strong cash flows with potential for earnings growth and asset appreciation.
−Removed: We believe that there is a large number of acquisition opportunities in our markets and that our expertise and business and financing relationships, together with our access to capital, will allow us to take advantage of these opportunities.
+Added: FTAI) is a Cayman Islands exempted company.
+Added: Except as otherwise specified, “we”, “us”, “our”, “FTAI”, “FTAI Aviation” or “the Company” refer to us and our consolidated subsidiaries.
+Added: We are a leading independent engine maintenance platform focused on the CFM56-5B, CFM56-7B and V2500 aircraft engines which power the 737NG and A320ceo aircraft.
+Added: We repair and rebuild engines in our maintenance facilities and with our joint venture partners, and sell or lease the engines to airlines and asset owners around the world.
+Added: Our primary business model is to sell or lease engines via exchange through our proprietary Maintenance, Repair and Exchange (“MRE”) model which is reported under our Aerospace Products segment.
+Added: We also own and manage a portfolio of on- and off-lease aircraft and engines through our Aviation Leasing segment.
+Added: While historically these investment activities have been primarily held on balance sheet, at the end of 2024, we launched our Strategic Capital Initiative, which consists of an asset management business that manages third-party capital to invest in on-lease aircraft and engines.
+Added: We expect our primary investment activities to be through our Strategic Capital Initiative going forward.
As of December 31, 2025, we had total consolidated assets of $4.4 billion and total equity of $334.2 million.
−Removed: As of December 31, 2024, our operations consisted of Aviation Leasing and Aerospace Products.
−Removed: Our Aviation Leasing b usiness acquires assets that are designed to carry cargo or people.
−Removed: Aviation equipment assets are typically long-lived, moveable and leased by us on either operating leases or finance leases to companies that provide transportation services.
−Removed: Our leases generally provide for long-term contractual cash flow with high cash-on-cash yields and include structural protections to mitigate credit risk.
−Removed: Our Aerospace products business develops and manufactures, through a joint venture, and repairs and sells, through our maintenance facilities and exclusivity arrangements, aftermarket components for aircraft engines.
−Removed: FTAI is the surviving parent company upon completion of the transactions completed in that certain Agreement and Plan of Merger (the “Merger”) on November 10, 2022 between Fortress Transportation and Infrastructure Investors LLC and FTAI Aviation Ltd.
−Removed: and certain other parties thereto.
−Removed: Our business has been, and will continue to be, conducted through FTAI Aviation Holdco Ltd.
−Removed: (“Holdco”) for the purpose of acquiring, managing and disposing of transportation and transportation-related equipment assets.
−Removed: In general, we seek to own a diverse mix of high-quality aviation assets and equipment that generate predictable cash flows in markets that we believe provide the potential for strong long-term growth and attractive returns on deployed capital.
+Added: In general, we seek to own a diverse mix of high-quality aviation assets and equipment that generate predictable cash flows through their use in our maintenance platform or through leasing activities.
We believe that by investing in a diverse mix of assets, we can select from among the best risk-adjusted investment opportunities.
−Removed: We take a proactive investment approach by identifying key secular trends as they emerge and then pursuing what we believe are the most compelling opportunities.
−Removed: We look for unique investments, including assets that are distressed or undervalued, or where we believe that we can add value through active management.
−Removed: We consider investments across the size spectrum, including smaller opportunities often overlooked by other investors, particularly where we believe we may be able to grow the investment over time.
−Removed: We believe one of our strengths is our ability to create attractive follow-on investment opportunities and deploy incremental capital within our existing portfolio.
−Removed: We believe that as owners of aviation assets, we have access to more opportunities and can be a more attractive counterparty to the users of our assets.
Our management has significant prior experience, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our existing and newly acquired assets.
These relationships include senior executives at lessors and operators, end users of aviation assets, as well as banks, lenders and other asset owners.
−Removed: On December 30, 2024, we announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors.
−Removed: The first partnership under the initiative (the “2025 Partnership”) will focus on acquiring 737NG and A320ceo aircraft.
−Removed: The Strategic Capital Initiative, and its related partnerships, will allow us to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale.
−Removed: We have agreed that the 2025 Partnership, and follow-on partnerships, will be the primary buyer of all future on-lease 737NG and A320ceo aircraft.
−Removed: In addition, the 2025 Partnership has agreed to acquire 46 on-lease narrowbody aircraft from us for an estimated net purchase price of $549 million and has signed an agreement through which our MRE business will exclusively provide replacement aircraft engines and modules for the life of the partnership.
−Removed: We will provide aircraft management services to the 2025 Partnership, and the Company will receive customary, market-based compensation for providing such services.
−Removed: The Company has also committed to make a minority investment in the 2025 Partnership.
−Removed: We expect to provide aircraft management services to, and make minority investments in, future partnerships.
−Removed: Asset Acquisition Process
−Removed: Our strategy is to acquire assets that are essential to the transportation of goods and people globally.
−Removed: We seek to acquire assets and businesses that we believe operate in sectors with long-term macroeconomic growth opportunities and that have significant cash flow and upside potential from earnings growth and asset appreciation.
−Removed: We approach markets and opportunities by first developing an asset acquisition strategy and then pursuing optimal opportunities within that strategy.
−Removed: In addition to relying on our own experience, we source new opportunities through our network of industry relationships in order to find, structure and execute attractive acquisitions.
−Removed: These relationships include senior executives at industry leading operators, end users of the assets as well as banks, lenders and other asset owners.
−Removed: We believe that sourcing assets both globally and through multiple channels will enable us to find the most attractive opportunities.
−Removed: We are selective in the assets we pursue and efficient in the manner in which we pursue them.
−Removed: Once attractive opportunities are identified, our Company performs detailed due diligence on each of our potential acquisitions.
−Removed: Due diligence on each of our assets always includes a comprehensive review of the asset itself as well as the industry and market dynamics, competitive positioning, and financial and operational performance.
−Removed: Where appropriate, our Company conducts physical inspections, a review of the credit quality of each of our counterparties, the regulatory environment, and a review of all material documentation.
−Removed: In some cases, third-party specialists are hired to physically inspect and/or value the target assets.
−Removed: We also spend a significant amount of time on structuring our acquisitions to minimize risks while also optimizing expected returns.
−Removed: We employ what we believe to be reasonable amounts of leverage in connection with our acquisitions.
−Removed: In determining the amount of leverage for each acquisition, we consider a number of characteristics, including, but not limited to, the existing cash flow, the length of the lease or contract term, and the specific counterparty.
Internalization of Management
On May 28, 2024, the Company entered into definitive agreements with the Former Manager and Master GP to internalize the Company’s management function.
−Removed: As part of the termination of the Management Agreement, the Company (i) agreed to pay the Former Manager (for itself and on behalf of the Master GP, as applicable) $150.0 million (the “Cash Consideration”), the compensation accrued and payable, but not yet paid, under the Management Agreement and the expenses that were reimbursable, but not yet reimbursed, under the Management Agreement;
+Added: In connection with the termination of the Management Agreement, the Company (i) paid the Former Manager (for itself and on behalf of the Master GP, as applicable) $150.0 million (the “Cash Consideration”), the compensation accrued and payable, but not yet paid, under the Management Agreement, and the expenses that were reimbursable, but not yet reimbursed, under the Management Agreement;
(ii) issued to the Former Manager (for itself and on behalf of the Master GP, as applicable) the Share Consideration;
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Following the Internalization, the Company no longer pays management fees or incentive distributions to the Former Manager and Master GP.
−Removed: In connection with the termination of the Management Agreement, the Company also entered into a Transition Services Agreement with the Former Manager.
−Removed: Under the Transition Services Agreement, the Former Manager is required to continue to provide the services that are reasonably required by the Company to prepare its quarterly and annual financial statements until May 31, 2025.
−Removed: The Company is required to continue to provide the Reverse Services until the later to occur of the dissolution or sale of the entities receiving Reverse Services.
−Removed: The Transition Services Agreement may be terminated earlier (x) by mutual agreement of the parties, (y) by either the Former Manager or the Company in the event of a material breach by the non-terminating party that is not cured within thirty (30) days following written notification thereof, or (z) by the Former Manager if the Company fails to pay any undisputed sum overdue and payable for a period of at least thirty (30) days.
−Removed: Please refer to Note 13 of our consolidated financial statements included in Item 8 in this Annual Report on Form 10-K for further details regarding our Affiliate Transactions.
+Added: Please refer to Note 12 of our consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K for further details regarding our Affiliate Transactions.
Our Portfolio
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We currently invest across two market sectors:
−Removed: aviation leasing and aerospace products.
+Added: aerospace products and aviation leasing.
We target assets that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation.
+Added: Aerospace Products
+Added: The Aerospace Products segment, through our maintenance facilities and joint ventures, among other investments, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components primarily for the CFM56-7B, CFM56-5B and V2500 commercial aircraft engines .
+Added: Our engine, module and parts sales are facilitated through a dedicated commercial maintenance program, designed to focus on modular and parts repair and refurbishment of CFM56-7B and CFM56-5B engines.
+Added: In addition, other serviceable used modules and parts are sold through our ex clusive partnership, who is responsible for the teardown, repair, marketing and sales of parts from our CFM56 engine pool.
+Added: We also hold a 25% interest in the Advanced Engine Repair JV which focuses on developing new cost savings programs for engine repairs.
+Added: On December 30, 2025, the Company announced the launch of FTAI Power, a platform focused on converting CFM56 engines to power turbines.
Aviation Leasing
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Our aircraft currently have a weighted average remaining lease term of 44 months, and our engines currently on-lease have an average remaining lease term of 38 months.
−Removed: The table below provides additional information on the assets in our Aviation Leasing segment:
+Added: The table below provides additional information on the assets in our Aviation Leasing segment, including transfers which involve aircraft breakdowns, engine transfers from leasing equipment to inventory for manufacturing and sales, and engine transfers from inventory to leasing equipment for rebuilding and sales:
Aviation Assets Widebody Narrowbody Total
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Assets at December 31, 2025
−Removed: Aerospace Products
−Removed: The Aerospace Products segment, through our maintenance facilities, equity method investment and exclusivity arrangements, develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components primarily for the CFM56-7B, CFM56-5B and V2500 commercial aircraft engines .
−Removed: Our engine, module and parts sales are facilitated through a dedicated commercial maintenance program, designed to focus on modular and parts repair and refurbishment of CFM56-7B and CFM56-5B engines.
−Removed: In addition, other serviceable used modules and parts are sold through our ex clusive partnership, who is responsible for the teardown, repair, marketing and sales of parts from our CFM56 engine pool.
−Removed: We also hold a 25% interest in the Advanced Engine Repair JV which focuses on developing new cost savings programs for engine repairs.
+Added: On December 30, 2024, we announced the launch of a Strategic Capital Initiative in collaboration with third-party institutional investors.
+Added: The Strategic Capital Initiative, and its related partnerships, allows us to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale.
+Added: The first partnership under the initiative (the “2025 Partnership”) focuses on acquiring 737NG and A320ceo aircraft.
+Added: The 2025 Partnership completed its fundraise in October 2025 with $2.0 billion of equity commitments.
+Added: The 2025 Partnership, and follow-on partnerships, is the primary buyer of all future on-lease 737NG and A320ceo aircraft.
+Added: In addition, the 2025 Partnership agreed to acquire 45 on-lease narrowbody aircraft from us for an estimated net purchase price of $549 million and signed an agreement through which our Maintenance, Repair and Exchange (“MRE”) business exclusively provides replacement aircraft engines and modules for the life of the partnership.
+Added: We provide aircraft management services to the 2025 Partnership, and the Company receives customary, market-based compensation for providing such services.
+Added: The Company also made a minority capital commitment and will make additional commitments to the 2025 Partnership in the same proportion relative to additional third-party institutional investors.
Asset Management
−Removed: The Company actively manages and monitors our portfolios of assets on an ongoing basis, and in some cases engages third parties to assist with the management of those assets.
+Added: The Company actively manages and monitors our portfolios of assets on an ongoing basis.
Our Company frequently reviews the status of all of our assets, and in the case that any are returning from lease or undergoing repair, outlines our options, which may include the re-lease or sale of that asset.
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On a periodic basis, our Company discusses the status of our acquired assets with our board of directors.
−Removed: In some situations, we may acquire assets through a joint venture entity or own a minority position in an investment entity.
−Removed: In such circumstances, we will seek to protect our interests through appropriate levels of board representation, minority protections and other structural enhancements.
We maintain relationships with operators worldwide and, through these relationships, hold direct conversations as to leasing needs and opportunities.
−Removed: Where helpful, we reach out to third parties who assist in leasing our assets.
−Removed: As an example, we partner with Maintenance, Repair and Overhaul (“MRO”) facilities in the aviation sector to lease engines and support airlines’ fleet management needs.
While we expect to hold our assets for extended periods of time, we continually review our assets to assess whether we should sell or otherwise monetize them.
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A substantial portion of our revenue has historically been derived from a small number of customers and lessees.
−Removed: As of and for the year ended December 31, 2024, no customer or lessee accounted for more than 10% of our revenue or total accounts receivable, net.
+Added: As of and for the year ended December 31, 2025, there was one customer representing 23% of total accounts receivable, net, and we earned 13% and 10% of total revenue from two customers in the Aerospace Products segment.
We derive a significant percentage of our revenue within specific sectors from a limited number of customers and lessees.
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These competitors include engine and aircraft parts manufacturers, aircraft and aircraft engine lessors, airline and aircraft services and repair companies, and aircraft spare parts distributors.
−Removed: We compete with other market participants on the basis of industry knowledge, availability of capital, and deal structuring experience and flexibility, among other things.
−Removed: We believe our Company’s experience in the aviation industry, in both leasing and maintenance and our access to capital provide a competitive advantage.
Governmental Regulations
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Human Capital Management
−Removed: We had 580 full-time employees as of December 31, 2024.
−Removed: Approximately 68% of our workforce in Canada is covered by collective bargaining agreements.
+Added: We had 985 full-time employees and independent contractors as of December 31, 2025.
+Added: Approximately 71% of our 494 full-time employees in Canada are covered by collective bargaining agreements.
We have not encountered any significant union-related work stoppages and maintain satisfactory relationships with our employees and labor unions.
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Our leases generally require that our lessees carry physical damage and liability insurance providing primary insurance coverage for loss and damage to our assets as well as for related cargo and third parties while the assets are on lease.
−Removed: In addition, in certain cases, we maintain contingent liability coverage for any claims or losses on our assets while they are on hire or otherwise in the possession of a third-party.
−Removed: Finally, we procure insurance for our assets when they are not on hire or are otherwise under our control.
+Added: In addition, in certain cases, we maintain contingent liability coverage for any claims or losses on our assets while they are on lease or otherwise in the possession of a third-party.
+Added: Finally, we procure insurance for our assets when they are not on lease or are otherwise under our control.
Conflicts of Interest
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is a Cayman Islands exempted company.
−Removed: Our principal executive offices are located at 415 West 13th Street, New York, New York 10014.
+Added: Our principal executive offices are located at 405 West 13th Street, 3rd Floor, New York, New York 10014.
FTAI Aviation Ltd.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.