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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-03 · 47 added, 52 removed, 132 unchanged (43% of the section changed)

12 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On September 9, 2024, we completed the acquisition of Lockheed Martin Commercial Engine Solutions.

Our management is in the process of reviewing the operations of LMCES and integrating its controls into our internal control structure.

In accordance with SEC guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded LMCES from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024.

LMCES represented 5.3% of our total assets and less than 1.2% of our total revenues as of and for the year ended December 31, 2024.

See Note 4 to the consolidated financial statements for additional information about the acquisition of LMCES.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

1 unchanged sentence

Based on management’s assessment using this framework, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of FTAI Aviation Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited FTAI Aviation Ltd.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, FTAI Aviation Ltd.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Lockheed Martin Commercial Engine Solutions, which is included in the 2024 consolidated financial statements of the Company and constituted 5.3% of total assets as of December 31, 2024 and 1.2% of total revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Lockheed Martin Commercial Engine Solutions.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

/s/ Ernst & Young LLP

New York, New York

March 3, 2025

Other Information

6 unchanged sentences

We maintain a Public Company Insider Trading Compliance Policy that applies to members of our Board of Directors, our officers and all other employees, which we believe is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and listing standards.

Our Public Company Insider Trading Compliance Policy is filed as

Exhibit 19.1 to this Annual Report.

Our Public Company Insider Trading Compliance Policy is incorporated by reference as Exhibit 19.1 to this Annual Report.

Executive Compensation

The information required by this Item 11 is incorporated by reference to our Definitive Proxy Statement under the headings “Executive and Manager Compensation” and “Compensation Committee Report.”

The information required by this Item 11 is incorporated by reference to our Definitive Proxy Statement under the headings “Compensation Discussion and Analysis,” “Compensation Tables,” “CEO Pay Ratio,” “Compensation Committee Interlocks and Insider Participation,” “Compensation of Directors,” and “Compensation Committee Report.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

5 unchanged sentences

Total 102,343 5,738,844

______________________________________________________________________________________

(1) Excludes 5,000 stock options and 1,869 ordinary shares issued to directors as compensation.

4 unchanged sentences

Principal Accountant Fees and Services

The information required by this Item 14 is incorporated by reference to our Definitive Proxy Statement under the heading “Proposal No.

2 Approval of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm—Principal Accountant Fees and Services.”

The information required by this Item 14 is incorporated by reference to our Definitive Proxy Statement under the heading “Principal Accountant Fees and Services,” to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Agreement and Plan of Merger, dated as of August 12, 2022, by and among, FTAI, the Company and FTAI Aviation Merger Sub LLC (incorporated by reference to Annex A to FTAI’s Registration Statement on Form S-4, filed on October 11, 2022).

15 unchanged sentences

2028 Notes Guarantee, dated November 10, 2022 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, filed on November 14, 2022).

Second Supplemental Indenture, dated as of January 28, 2022, between FTAI Italia DAC and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 5.50% senior unsecured notes due 2028.

(incorporated in Exhibit 4.5 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Third Supplemental Indenture, dated as of March 18, 2022, among AirOpCo 1ET Bermuda Ltd., AVSA Leasing 2, AVSA Leasing 4, AIRCOL 13, AIRCOL 20, AIRCOL 25, Wells Fargo Trust Company, National Association, not in its individual capacity but solely as owner trustee of MSN 5280 Trust, MSN 5333 Trust, MSN 5068 Trust, MSN 5406 Trust, Airlease Twenty Nine Limited, Airsal 2, Airsal 3 and Airsal 7, Wilmington Trust Company, a Delaware trust company, not in its individual capacity but solely as owner trustee of Aircol 26, Aircol 38, Aircol 33, Aircol 37, Aircol 35 and Aircol 36 and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 5.50% senior unsecured notes due 2028.

(incorporated in Exhibit 4.6 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Fourth Supplemental Indenture, dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 5.50% senior unsecured notes due 2028.

(incorporated in Exhibit 4.7 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Indenture, dated November 21, 2023, between the Company and U.S.

1 unchanged sentence

Form of global note representing the Company’s 7.875% senior unsecured notes due 2030 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on November 22, 2023).

First Supplemental Indenture, dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 7.875% senior unsecured notes due 2030.

(incorporated in Exhibit 4.10 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Indenture, dated April 11, 2024, among Fortress Transportation and Infrastructure Investors LLC, the Company as guarantor, and U.S.

1 unchanged sentence

Form of global note representing the Company’s 7.000% senior unsecured notes due 2031 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on April 11, 2024).

First Supplemental Indenture, dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 7.000% senior unsecured notes due 2031.

(incorporated in Exhibit 4.13 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Indenture, dated as of June 17, 2024, among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd.

2 unchanged sentences

Form of global note representing the Company’s 7.000% senior unsecured notes due 2032 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on June 17, 2024).

First Supplemental Indenture, dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 7.000% senior unsecured notes due 2032.

(incorporated in Exhibit 4.16 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Indenture, dated as of October 9, 2024, among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd.

2 unchanged sentences

Form of global note representing the Company’s 5.875% senior unsecured notes due 2033 (included in Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on October 9, 2024).

First Supplemental Indenture, dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC and U.S.

Bank Trust Company, National Association, as trustee, relating to the Company’s 5.875% senior unsecured notes due 2033.

(incorporated in Exhibit 4.19 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

Description of Securities Registered under Section 12 of the Exchange Act.

(incorporated by reference to Exhibit 4.13 of the Company’s Annual Report on Form 10-K, filed on March 3, 2025).

FTAI Aviation Ltd.

14 unchanged sentences

Internalization Agreement, dated May 28, 2024, by and among FTAI Aviation Ltd., FIG LLC and Fortress Worldwide Transportation and Infrastructure Master GP LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on May 28, 2024).

Transition Services Agreement, dated May 28, 2024, by and between FTAI Aviation Ltd.

and FIG LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on May 28, 2024).

Letter Agreement, dated May 27, 2024, by and among FTAI Aviation LLC, FTAI Aviation Ltd.

3 unchanged sentences

and Eun (Angela) Nam (incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2024).

Sixth Amended and Restated Aircraft Sale and Purchase Agreement, dated as of February 10, 2026, between certain subsidiaries of the Company, as the sellers, and FTAI Aircraft Leasing Ireland (2025) DAC and FTAI Aircraft Leasing Bermuda (2025) Ltd., as the buyers.

Amended and Restated Beneficial Interest Sale and Purchase Agreement, dated as of April 30, 2025, between certain subsidiaries of the Company, as the sellers, and FTAI Aircraft Leasing US (2025) LLC, FTAI Aircraft Leasing Ireland (2025) DAC and FTAI Aircraft Leasing Bermuda (2025) Ltd., as the buyers.

(incorporated in Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).

FTAI Aviation Ltd.

Public Company Insider Trading Compliance Policy.

2025 Omnibus Incentive Plan, effective as of May 29, 2025 (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 16, 2025).

Letter from Ernst & Young LLP to the Securities and Exchange Commission dated June 24, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on June 24, 2025).

FTAI Aviation Ltd.

Public Company Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K, filed on March 3, 2025).

Subsidiaries of FTAI Aviation Ltd.

Consent of Independent Registered Public Accounting Firm.

Consent of KPMG LLP, Independent Registered Public Accounting Firm.

Consent of Ernst & Young Ltd., Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

16 unchanged sentences

* Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

# Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

Form 10-K Summary

2 unchanged sentences

/s/ Joseph P.

March 3, 2025

February 27, 2026

Chairman and Chief Executive Officer

1 unchanged sentence

/s/ Joseph P.

March 3, 2025

February 27, 2026

Chairman and Chief Executive Officer

/s/ Eun (Angela) Nam Date:

March 3, 2025

February 27, 2026

Eun (Angela) Nam

Chief Financial Officer and Chief Accounting Officer

/s/ Shyam Gidumal Date:

February 27, 2026

Shyam Gidumal

Goodwin Date:

March 3, 2025

February 27, 2026

/s/ Judith A.

Hannaway Date:

March 3, 2025

February 27, 2026

Andrew Levison

March 3, 2025

February 27, 2026

Andrew Levison

Robinson Date:

March 3, 2025

February 27, 2026

/s/ Martin Tuchman Date:

March 3, 2025

February 27, 2026

Martin Tuchman

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.

What changed 10-K

Item 9A. Controls and Procedures