What changed in this filing

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Item 1A. Risk Factors

2026-07-31 compared with 2026-05-01 · 29 added, 27 removed, 541 unchanged (9% of the section changed)

98 unchanged sentences

We may not generate a sufficient amount of cash or generate sufficient free cash flow to fund our operations or repay our indebtedness.

As of March 31, 2026, we had $3.5 billion of indebtedness outstanding.

As of June 30, 2026, we had 3.5 billion of indebtedness outstanding.

Our ability to make payments on our indebtedness depends on our ability to generate cash flow in the future.

16 unchanged sentences

The Strategic Capital Initiative, and its related partnerships, allow us to maintain an asset-light business model while the partnerships actively acquire on-lease narrowbody aircraft at scale.

The 2025 Partnership, and follow-on partnerships, is the primary buyer of all future on-lease 737NG and A320ceo aircraft.

The 2025 Partnership, and follow-on partnerships, is the primary buyer of on-lease 737NG and A320ceo aircraft.

We provide aircraft management services to the 2025 Partnership, and the Company receives customary, market-based compensation for providing such services.

The Company has also made a minority capital commitment and will make additional commitments in the 2025 Partnership.

The Company also made minority capital commitments to the 2025 Partnership.

We expect to provide aircraft management services to, and make minority investments in, future partnerships.

17 unchanged sentences

The 2025 Partnership, and follow-on partnerships, is the primary buyer of all future on-lease 737NG and A320ceo aircraft.

In the future, we may agree to allocate buying opportunities for certain assets to other partnerships.

In the future, we may agree to allocate buying opportunities for certain

assets to other partnerships.

In addition, potential conflicts of interest may arise with respect to our decisions regarding how to allocate investment opportunities between us and partnerships in our Strategic Capital Initiative.

5 unchanged sentences

• Risks of loss related to our investment .

We made a minority capital commitment and will make additional commitments in the 2025 Partnership and expect to make minority investments in future partnerships.

We made minority capital commitments in the 2025 Partnership and expect to make minority investments in future partnerships.

Our investments are subject to the risk of loss if the 2025 Partnership and future partnership do not perform well.

In addition, we will receive servicing fees and profit participation distributions for the services we provide to the 2025 Partnership and expect to perform for future partnerships.

In addition, we receive servicing fees and profit participation distributions for the services we provide to the 2025 Partnership and expect to perform for future partnerships.

If the 2025 Partnership and future partnerships are not successful, that will have an adverse affect on our results of operations and cash flows.

24 unchanged sentences

Our inability to fill our supply needs could jeopardize our ability to fulfill obligations under contracts, which could result in reduced revenues and profits, contract penalties or terminations, and damage to lessee and customer relationships.

Further, increased costs of such components could reduce our profits if we were unable to pass along such price in-creases to our customers and lessees.

Further, increased costs of such components could reduce our profits if we were unable to pass along such price increases to our customers and lessees.

We could be negatively impacted by environmental, social, and governance (ESG) and sustainability-related matters.

1 unchanged sentence

We have announced, and may in the future announce, sustainability-focused investments, partnerships and other initiatives and goals.

These initiatives, aspirations, targets or objectives reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.

These initiatives, aspirations, targets

or objectives reflect our current plans and aspirations and are not guarantees that we will be able to achieve them.

Our efforts to accomplish and accurately report on these initiatives and goals present numerous operational, regulatory, reputational, financial, legal, and other risks, any of which could have a material negative impact, including on our reputation and stock price.

28 unchanged sentences

While some of our contractual arrangements are governed by New York law and provide for the non-exclusive jurisdiction of the courts located in the state of New York, our ability to enforce our counterparties’ obligations under such contractual arrangements is subject to applicable laws in the jurisdiction in which enforcement is sought.

While some of our existing assets are used in specific jurisdictions, transportation and aviation assets by their nature generally move throughout multiple jurisdictions in the

ordinary course of business.

While some of our existing assets are used in specific jurisdictions, transportation and aviation assets by their nature generally move throughout multiple jurisdictions in the ordinary course of business.

As a result, it is not possible to predict, with any degree of certainty, the jurisdictions in which enforcement proceedings may be commenced.

1 unchanged sentence

These uncertainties are enhanced in countries that have less developed legal systems where the interpretation of laws and regulations is not consistent, may be influenced by factors other than legal merits and may be cumbersome, time-consuming and even more expensive.

For example, repossession from defaulting lessees may be difficult and more expensive in jurisdictions whose laws do not confer the same security interests and rights to creditors and lessors as those in the United States and where the legal system is not as well developed.

For example, repossession from defaulting lessees may be difficult

and more expensive in jurisdictions whose laws do not confer the same security interests and rights to creditors and lessors as those in the United States and where the legal system is not as well developed.

As a result, the remedies available and the relative success and expedience of collection and enforcement proceedings with respect to the owned assets in various jurisdictions cannot be predicted.

35 unchanged sentences

Settlement of transactions may be subject to greater delay and administrative uncertainties than in developed markets and less complete and reliable financial and other information may be available to investors in emerging markets than in developed markets.

In addition, economic instability in emerging markets

could adversely affect the value of our assets subject to leases in such countries, or the ability of our lessees, which operate in these markets, to meet their contractual obligations.

In addition, economic instability in emerging markets could adversely affect the value of our assets subject to leases in such countries, or the ability of our lessees, which operate in these markets, to meet their contractual obligations.

As a result, lessees that operate in emerging market countries may be more likely to default under their contractual obligations than those that operate in developed countries.

68 unchanged sentences

Furthermore, many foreign countries have currency and exchange laws regulating international payments that may impede or prevent payments from being paid to us in U.S.

Future leases may provide for payments to be made in euros

or other foreign currencies.

Future leases may provide for payments to be made in euros or other foreign currencies.

Any change in the currency exchange rate that reduces the amount of U.S.

33 unchanged sentences

A cyberattack that bypasses our IT security systems or the IT security systems of our third-party providers, causing an IT security breach, could adversely impact our daily operations and lead to the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees.

Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liabilities.

Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory

enforcement actions, lost revenues, additional costs and liabilities.

While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks, and increased adoption of artificial intelligence could heighten these risks.

24 unchanged sentences

The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

The rights of our shareholders and the

fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States.

In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law.

2 unchanged sentences

and (2) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature.

In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

In those circumstances,

although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.

For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).

29 unchanged sentences

corporate subsidiaries) are expected to be treated as engaged in a U.S.

trade or business, it is currently expected that only a portion of our taxable income will be

treated as effectively connected with such U.S.

trade or business, it is currently expected that only a portion of our taxable income will be treated as effectively connected with such U.S.

trade or business.

6 unchanged sentences

No assurances can be given that we will continue to be eligible for this exemption as changes in our ownership or the amount of our shares that are traded could cause us to cease to be eligible for such exemption.

To qualify for this exemption in respect of rental income, the lessor of the aircraft or ships must be organized in a country that grants a comparable exemption to U.S.

To qualify for this exemption in respect of rental income, the lessor of the aircraft or ships must be

organized in a country that grants a comparable exemption to U.S.

The Cayman Islands and the Marshall Islands grant such exemptions.

85 unchanged sentences

Our board of directors has adopted the FTAI Aviation Ltd.

2025 Omnibus Incentive Plan (the “Incentive Plan”), which provides for the grant of equity-based awards, including restricted shares, stock options, stock appreciation rights, performance awards, restricted share units, and other equity-based and non-equity based awards, to the directors, officers, employees, service providers, consultants and advisors who performed services for us, and to our directors, officers, employees, service providers, consultants and advisors.

consultants and advisors.

We initially reserved 5,750,000 ordinary shares for issuance under the Incentive Plan.

As of March 31, 2026, rights relating to 5,693,605 of our ordinary shares were outstanding under the Incentive Plan.

As of June 30, 2026, rights relating to 5,653,927 of our ordinary shares were outstanding under the Incentive Plan.

Sales or issuances of our ordinary shares could adversely affect the market price of our ordinary shares.

17 unchanged sentences

Our net cash provided by operating activities has been less than the amount of distributions to our shareholders.

The declaration and payment of dividends to holders of our ordinary shares are at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, our taxable

income, our operating expenses and other factors our board of directors deem relevant.

There can be no assurance that we will continue to pay dividends in amounts or on a basis consistent with prior distributions to our investors, if at all.

9 unchanged sentences

The trading market for our ordinary shares are influenced by the research and reports that industry or securities analysts publish about us or our business.

If any of the analysts who cover us downgrades our ordinary units or publishes inaccurate or unfavorable research about our business, our ordinary share price may decline.

If any of the analysts who cover us downgrades our ordinary units or publishes inaccurate or

unfavorable research about our business, our ordinary share price may decline.

If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our ordinary share price or trading volume to decline and our ordinary shares to be less liquid.

4 unchanged sentences

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-Q

Item 1A. Risk Factors