Other Information
−Removed: 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).
−Removed: Separation and Distribution Agreement, dated as of August 1, 2022, between FTAI Infrastructure Inc.
−Removed: and the Company (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed on August 1, 2022).
Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on November 14, 2022).
−Removed: Share Designation with respect to the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (included as part of Exhibit 3.1 hereto).
Share Designation with respect to the 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd.
(incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A, filed on March 15, 2023).
−Removed: Form of Certificate representing the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd.
−Removed: (included as part of Exhibit 3.1 hereto).
Form of certificate representing the 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd.
15 unchanged sentences
(incorporated in Exhibit 4.7 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).
+Added: Fifth Supplemental Indenture, dated as of May 27, 2026, between certain subsidiaries of the Company and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the Company’s 5.50% senior unsecured notes due 2028.
Indenture, dated November 21, 2023, between the Company and U.S.
4 unchanged sentences
(incorporated in Exhibit 4.10 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).
+Added: Second Supplemental Indenture, dated as of May 27, 2026, between certain subsidiaries of the Company and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the Company’s 7.875% senior unsecured notes due 2030.
Indenture, dated April 11, 2024, among Fortress Transportation and Infrastructure Investors LLC, the Company as guarantor, and U.S.
4 unchanged sentences
(incorporated in Exhibit 4.13 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).
+Added: Second Supplemental Indenture, dated as of May 27, 2026, between certain subsidiaries of the Company and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the Company’s 7.000% senior unsecured notes due 2031.
Indenture, dated as of June 17, 2024, among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd.
5 unchanged sentences
(incorporated in Exhibit 4.16 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).
+Added: Second Supplemental Indenture, dated as of May 27, 2026, between certain subsidiaries of the Company and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the Company’s 7.000% senior unsecured notes due 2032.
Indenture, dated as of October 9, 2024, among Fortress Transportation and Infrastructure Investors LLC, FTAI Aviation Ltd.
5 unchanged sentences
(incorporated in Exhibit 4.19 of the Company’s Quarterly Report on Form 10-Q, filed on May 5, 2025).
+Added: Second Supplemental Indenture, dated as of May 27, 2026, between certain subsidiaries of the Company and U.S.
+Added: Bank Trust Company, National Association, as trustee, relating to the Company’s 5.875% senior unsecured notes due 2033.
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).
13 unchanged sentences
(incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on August 1, 2022).
−Removed: Third Amended and Restated Credit Agreement, dated as of May 22, 2024, between the Company, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
−Removed: (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2024).
−Removed: Revolver Guarantee, dated November 10, 2022 (incorporated by reference to Exhibit 4.4 of the Company’s Current Report on Form 8-K, filed on November 14, 2022).
+Added: Fourth Amended and Restated Credit Agreement, dated as of April 24, 2026, between FTAI Aviation Investors LLC, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
+Added: Amendment No.
+Added: 1 to the Fourth Amended and Restated Credit Agreement, dated as of July 15, 2026, between FTAI Aviation Investors LLC, the lenders and issuing banks from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
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).
2 unchanged sentences
(incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q, filed on August 9, 2024).
−Removed: Letter Agreement, dated February 28, 2020, by and between FTAI Aviation LLC and David Moreno.
−Removed: Letter Agreement, dated February 28, 2020, by and between FTAI Aviation LLC and Stacy Kuperus.
−Removed: Letter Agreement, dated August 8, 2024, by and between FTAI Aviation LLC and BoHee Yoon.
−Removed: 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.
−Removed: (incorporated in Exhibit 10.12 of the Company’s Annual Report on Form 10-K, filed on February 27, 2026).
+Added: Letter Agreement, dated February 28, 2020, by and between FTAI Aviation LLC and David Moreno (incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2026).
+Added: Letter Agreement, dated February 28, 2020, by and between FTAI Aviation LLC and Stacy Kuperus (incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2026).
+Added: Letter Agreement, dated August 8, 2024, by and between FTAI Aviation LLC and BoHee Yoon (incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2026).
+Added: Seventh Amended and Restated Aircraft Sale and Purchase Agreement, dated as of June 29, 2026, between certain subsidiaries of the Company, as the sellers, and FTAI Aircraft Leasing Ireland (2025) DAC, FTAI Aircraft Leasing Ireland II (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.
1 unchanged sentence
Form of Amended and Restated Agreement of Exempted Limited Partnership of FTAI Aircraft Leasing (2025) GP L.P.
+Added: (incorporated by reference to Exhibit 10.17 of the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2026)
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.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language):
+Added: 101 The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language):
(i) Consolidated Balance Sheets;
10 unchanged sentences
/s/ Joseph P.
+Added: July 31, 2026
Chairman and Chief Executive Officer
/s/ Nicholas McAleese
+Added: July 31, 2026
Nicholas McAleese
1 unchanged sentence
/s/ Michael Hazan
+Added: July 31, 2026
Michael Hazan
1 unchanged sentence
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.