8-KAcquisitions & DispositionsExhibits & Filings

FTAI Aviation Ltd. 8-K Report, Acquisition Completed (Sep 5, 2025)

Filed September 5, 2025For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. (FTAI) reported on September 5, 2025, the completion of a significant portion of its 2025 Aircraft Sale, a key component of its strategic capital initiative. The company has successfully sold legal and beneficial interests in 39 on-lease 737NG and A320ceo aircraft to wholly owned subsidiaries of the 2025 Partnership, a venture with third-party institutional investors. This sale generated approximately $418.1 million in net proceeds as of September 1, 2025. Importantly, FTAI retains a 20% limited partner stake in the 2025 Partnership and will act as the Servicer, managing aircraft operations, lease collections, and relationships for the partnership. This structure allows FTAI to benefit from the ongoing performance of these aircraft through its partnership stake and fee-based servicing income, while de-risking its balance sheet and freeing up capital for other strategic uses. The transaction was approved by the independent directors of the Company, underscoring its governance.

Key Highlights

  • 1FTAI has completed the sale of 39 aircraft (737NG and A320ceo) as part of its 2025 Aircraft Sale initiative.
  • 2The sales generated approximately $418.1 million in net proceeds as of September 1, 2025.
  • 3The transaction is part of a strategic capital initiative with third-party institutional investors through the 2025 Partnership.
  • 4FTAI retains a 20% limited partner interest in the 2025 Partnership.
  • 5FTAI will serve as the Servicer for the 2025 Partnership, earning customary, market-based compensation.
  • 6The consideration for the sales was approved by the independent directors of FTAI.
  • 7The sale represents a partial completion of an agreement to sell up to 45 aircraft.

Frequently Asked Questions

The 2025 Aircraft Sale is part of FTAI's strategic capital initiative, designed to partner with third-party institutional investors. This initiative allows FTAI to sell aircraft while retaining an economic interest and servicing responsibilities, thereby optimizing its capital structure and leveraging its operational expertise.

FTAI retains a 20% limited partner interest in the 2025 Partnership, which owns the sold aircraft. Additionally, FTAI will act as the Servicer for the partnership, managing the aircraft operations and earning market-based compensation for its services. This dual role provides FTAI with continued exposure to the aircraft's performance and revenue generation.

As of September 1, 2025, FTAI has completed the sale of 39 aircraft for an aggregate net purchase price of approximately $418.1 million.

No, the transaction is structured such that FTAI continues to provide essential servicing functions for the sold aircraft through its role as Servicer for the 2025 Partnership. This allows FTAI to maintain its operational involvement and generate fee income while benefiting from a de-risked balance sheet.