FTAI Aviation Completes Acquisition

TL;DR

FTAI Aviation just closed a deal, filing shows.

AI Summary

FTAI Aviation Ltd. reported on September 1, 2025, the completion of an acquisition. The filing details the company's financial statements and exhibits related to this event. The company, formerly known as Fortress Transportation & Infrastructure Investors LLC, is based in New York.

Why It Matters

This filing indicates a significant corporate action, the completion of an acquisition, which could impact FTAI Aviation's future operations, financial performance, and strategic direction.

Risk Assessment

Risk Level: medium — Acquisitions inherently carry risks related to integration, financing, and market reception, which could affect the company's performance.

Key Players & Entities

• FTAI Aviation Ltd. (company) — Registrant
• September 1, 2025 (date) — Date of Earliest Event Reported
• Fortress Transportation & Infrastructure Investors LLC (company) — Former Company Name
• New York (location) — Business Address City

FAQ

Key Financial Figures

• $0.01 — which registered: Ordinary shares, $0.01 par value per share FTAI The Nasdaq
• $418.1 million — ate net purchase price of approximately $418.1 million. The consideration for the sales under

Filing Documents

• ef20055138_8k.htm (8-K) — 39KB
• 0001140361-25-034082.txt ( ) — 214KB
• ftai-20250901.xsd (EX-101.SCH) — 5KB
• ftai-20250901_def.xml (EX-101.DEF) — 18KB
• ftai-20250901_lab.xml (EX-101.LAB) — 27KB
• ftai-20250901_pre.xml (EX-101.PRE) — 20KB
• ef20055138_8k_htm.xml (XML) — 8KB

01

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed, on December 30, 2024, FTAI Aviation Ltd. (together with its consolidated subsidiaries, the "Company") announced that certain subsidiaries of the Company entered into (i) an Aircraft Sale and Purchase Agreement with FTAI Aircraft Leasing Ireland (2025) DAC, FTAI Aircraft Leasing Bermuda (2025) Ltd. and FTAI Aircraft Leasing US (2025) LLC (collectively, the "Buyers") whereby the Company agreed to sell legal title to certain aircraft to the respective Buyers thereof and (ii) a Beneficial Interest Sale and Purchase Agreement with certain of the Buyers whereby the Company agreed to sell the beneficial interest in certain single aircraft owner trusts that hold legal title to certain aircraft to the respective Buyers thereof (together, and each as amended and restated, the "Aircraft Sale and Purchase Agreements"), pursuant to which the Buyers agreed to acquire 45 onlease 737NG and A320ceo aircraft, subject to certain customary closing conditions (the "2025 Aircraft Sale"). As previously disclosed, the 2025 Aircraft Sale is related to the Company's strategic capital initiative in collaboration with third-party institutional investors. The first partnership under this initiative (the "2025 Partnership") focuses on acquiring on-lease 737NG and A320ceo aircraft, and the Buyers in the 2025 Aircraft Sale are wholly owned subsidiaries of the 2025 Partnership. The Company is the Servicer of the 2025 Partnership and is responsible for lessee invoicing and collections, airline relationship management, contracts management including lease extension and aircraft deliveries and redeliveries. The Company receives customary, market-based compensation for providing such services. The Company is a 20% limited partner in the 2025 Partnership. As of September 1, 2025, the Company has completed the sale of 39 aircraft as part of the 2025 Aircraft Sale for an aggregate net purchase price of approximately

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Fourth Amended and Restated Aircraft Sale and Purchase Agreement, dated as of June 26, 2025, 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 (incorporated herein by reference to Exhibit 10.13 of the Company's Quarterly Report on Form 10-Q filed on July 31, 2025). 2.2 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 herein by reference to Exhibit 10.13 of the Company's Quarterly Report on Form 10-Q filed on May 5, 2025). 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. Cautionary Language Regarding Forward-Looking Statements This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the Aircraft Sale and Purchase Agreements, including the closings of the sales pursuant to such agreements, the strategic capital initiative, how many aircraft are ultimately owned by the 2025 Partnership, and providing aircraft management services to the 2025 Partnership and receiving market-based compensation for such services. Forward-looking statements are not statements of historical fact but instead are based on our present beliefs and assumptions and on information currently available to us. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "approximately," "predicts," "intends," "pla

SIGNATURES

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: September 5, 2025

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View this 8-K filing on SEC EDGAR