8-KLeadership Changes

FTAI Aviation Ltd. 8-K Report, Executive Changes (Jan 28, 2026)

Filed January 28, 2026For Securities:FTAIFTAIMFTAIN

Summary

FTAI Aviation Ltd. announced the adoption of the FTAI Aviation Strategic Capital Profit Participation Plan (PPP) on January 22, 2026. This new incentive plan is designed to reward employees, including executive officers, whose performance is critical to the success of the Company's Strategic Capital Initiative. The PPP awards are structured to provide participants with a share of profit participation distributions generated from investments made by the Strategic Capital Initiative, aligning employee compensation directly with fund performance and long-term value creation. The plan emphasizes the company's commitment to fostering an ownership mindset and rewarding sustained success. Awards are tied exclusively to actual profits generated by specific partnerships, excluding management or servicing fees. The structured, multi-year vesting schedule is intended to attract and retain top talent while ensuring alignment with shareholder interests. Initial grants are expected in 2026 for the servicer of specific aircraft leasing funds.

Key Highlights

  • 1FTAI Aviation has launched a new incentive plan, the Strategic Capital Profit Participation Plan (PPP), effective January 22, 2026.
  • 2The PPP awards are linked to profit participation distributions from the Company's Strategic Capital Initiative, not management or servicing fees.
  • 3The plan aims to align employee compensation with fund performance and long-term shareholder value creation.
  • 4Awards will generally have a four-year ratable vesting schedule, contingent on continued employment.
  • 5Vesting will accelerate upon termination without cause, for good reason, death, or disability (qualifying terminations).
  • 6In the event of a change in control, PPP awards will continue to vest unless the successor entity fails to assume them or a qualifying termination occurs within 12 months.
  • 7The company expects to grant initial PPP awards in 2026 related to specific aircraft leasing funds.

Frequently Asked Questions

The PPP is an incentive plan designed to reward key employees, including executives, for their contributions to the success of FTAI Aviation's Strategic Capital Initiative. It aims to align employee compensation directly with the profitability of investments made through this initiative and foster long-term value creation for shareholders.

PPP awards represent the right to receive a portion of profit participation distributions generated from investments made by specific partnerships within the Strategic Capital Initiative. The value is solely dependent on realized profits distributed to the servicer (general partner) of those partnerships, and does not include management fees, servicing fees, or general franchise value.

Generally, PPP awards have a four-year ratable (straight-line) vesting schedule, with 25% vesting each year, contingent upon the participant's continued employment. Vesting automatically accelerates upon a qualifying termination (without cause, for good reason, death, or disability) or upon a change in control under specific circumstances where the award is not assumed by the successor entity or the participant experiences a qualifying termination post-acquisition.

The plan was adopted in January 2026, with initial grants expected in 2026 for certain aircraft leasing funds. The full impact on employee compensation and its correlation with fund performance will become more evident over the multi-year vesting period as profits are realized and distributions are made from the Strategic Capital Initiative.