[8-K/A] FTAI Aviation Ltd. Amends Material Event Report

Rhea-AI Filing Summary

FTAI Aviation Ltd. filed an amended Current Report clarifying results from its May 29, 2025 Annual General Meeting. The company disclosed that, following the board's recommendation and the final non-binding advisory vote results reported earlier, it has determined to hold an annual advisory vote on named executive officer compensation going forward.

Positive

• Company committed to annual advisory votes on named executive officer compensation, increasing shareholder oversight
• Filing clarifies the outcome and follow-up from the 2025 Annual General Meeting

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: The company commits to an annual advisory vote on executive pay, aligning with common governance best practices.

The filing states that FTAI Aviation will hold a non-binding, annual advisory vote on named executive officer compensation following its 2025 Annual General Meeting. This reflects a governance decision based on the board recommendation and the final advisory vote outcomes disclosed previously. For shareholders, an annual frequency increases regular oversight of executive compensation policies and can improve responsiveness to investor concerns. The change is procedural and does not itself alter compensation amounts or structures.

Securities Analyst

TL;DR: The amendment clarifies corporate governance practice but contains no financial metrics or transactional impact.

The 8-K/A supplies a governance update only: an annual advisory vote on named executive officer compensation. There are no earnings, balance sheet, or transaction disclosures in this amendment. From a market-impact perspective, this is a routine governance disclosure with no direct material effect on financial results or capital structure as presented.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 29, 2025

FTAI Aviation Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-37386	98-1420784
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

405 West 13th Street, 3rd Floor, New York, New York 10014

(Address of Principal Executive Offices) (Zip Code)

(332) 239-7600

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Ordinary shares, $0.01 par value per share	FTAI	The Nasdaq Global Select Market
8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares	FTAIN	The Nasdaq Global Select Market
9.50% Fixed Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares	FTAIM	The Nasdaq Global Select Market

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by FTAI Aviation Ltd. (the “Company”) with the Securities and Exchange Commission on May 30, 2025 (the “Original 8-K”) for the purpose of disclosing the Company’s decision on the frequency of future advisory votes on named executive officer compensation.

Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously reported in the Original 8-K, the Company held its 2025 Annual General Meeting (the “Annual Meeting”) on May 29, 2025. Based on the board of directors’ recommendation in the Company’s definitive proxy statement for the Annual Meeting and the final non-binding, advisory vote results from the Annual Meeting disclosed in the Original 8-K, the Company has determined to hold an advisory vote on named executive officer compensation annually.

SIGNATURE

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: August 25, 2025

FAQ

What did FTAI (FTAI) disclose in the 8-K/A filing?

The company disclosed that, after its May 29, 2025 Annual General Meeting and the board's recommendation, it has determined to hold an annual advisory vote on named executive officer compensation.

Does the 8-K/A report any financial results or transactions for FTAI?

No. The amendment only reports a corporate governance decision and does not include earnings or transaction details.

When was the Annual General Meeting referenced in the filing?

The Annual General Meeting occurred on May 29, 2025.

Is the advisory vote on executive compensation binding?

No. The filing refers to a non-binding, advisory vote and states the company will hold it annually.

Who signed or submitted the 8-K/A amendment for FTAI?

The amendment is signed by Eun (Angela) Nam (title not specified in the provided text).