UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 6, 2026
FTAI Aviation Ltd.
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
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001-37386
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98-1420784
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol(s):
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Name of each exchange on which
registered:
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Ordinary shares, $0.01 par value per share
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FTAI
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The Nasdaq Global Select Market
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9.50% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares
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FTAIM
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The Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company 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).
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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. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement
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Issuance of Senior Notes due 2034
On November 6, 2026, FTAI Aviation Investors LLC (the “Issuer”), a subsidiary of FTAI Aviation Ltd. (“FTAI Aviation” and, together with its
consolidated subsidiaries, the “Company,” “we,” “us” or “our”), issued $1.0 billion aggregate principal amount of its 7.125% Senior Notes due 2034 (the “Notes”). The offering and sale of the Notes were made only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or, outside the United States, to persons other than “U.S. persons” pursuant to Regulation S under the Securities Act.
A portion of the net proceeds from the issuance of the Notes will be used to (i) repay in full all amounts outstanding under the Issuer’s Fourth
Amended and Restated Credit Agreement, dated as of April 24, 2026 (as amended, the “Revolving Credit Facility”) (incurred to fund FTAI Aviation’s accelerated share repurchase program), without a reduction in commitments, (ii) redeem $500.0 million in
aggregate principal amount of the Issuer’s 5.50% Senior Notes due 2028 (the “2028 Notes”) and (iii) pay fees and expenses related to the foregoing transactions.
2034 Notes Indenture
The Notes were issued pursuant to an indenture, dated as of
November 6, 2026 (the “Indenture”), among the Issuer, FTAI Aviation, as parent guarantor, the subsidiary guarantors party thereto, and U.S.
Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not
be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
Interest and Maturity
The Notes will bear interest at a rate of 7.125% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2027, to persons who are registered holders of
the Notes on the immediately preceding May 1 and November 1, respectively.
Guarantees, Security and Ranking
The Notes are senior unsecured obligations of the Issuer and rank equal
in right of payment with all existing and future senior unsecured indebtedness of the Issuer and senior in right of payment to all future subordinated indebtedness of the Issuer. The Notes are effectively subordinated to all existing and future secured obligations of the Issuer to the extent of the value of the assets securing such obligations, and are structurally subordinated to
the liabilities and preferred stock of each subsidiary of the Issuer that does not guarantee the Notes. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by FTAI Aviation. The Notes are fully and unconditionally
guaranteed, jointly and severally, on a senior unsecured basis by each of the Issuer’s subsidiaries that guarantees the Revolving Credit Facility and the Issuer’s existing senior notes. After the date of issuance, any of the Issuer’s
wholly-owned restricted subsidiaries that guarantees the Revolving Credit Facility, the Issuer’s existing notes or certain other indebtedness will be required to guarantee the Notes, subject to certain exceptions.
Redemption
The Notes will mature on November 15, 2034. Prior to November 15,
2029, the Issuer may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date, plus a
“make-whole” premium. On or after November 15, 2029, the Issuer may redeem some or all of the Notes at any time at declining redemption prices (in each case expressed as a percentage of the principal amount on the redemption date) equal to (i) 103.563% beginning on November 15, 2029, (ii) 101.781% beginning on November 15, 2030 and (iii) 100.000% beginning on November 15, 2031 and
thereafter, plus, in each case, accrued and unpaid interest, if any, to, but not including, the applicable redemption date. In addition, at any time prior to November 15, 2029, the Issuer may redeem up to 40% of the aggregate principal amount of
the Notes using net proceeds from certain equity offerings at a redemption price equal to 107.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
In the event of a Change of Control Triggering Event (as defined in the
Indenture), each holder of the Notes will have the right to require the Issuer to repurchase all or any part of that holder’s Notes at a
purchase price of 101% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase.
Restrictive Covenants
The Indenture limits the ability of the Issuer and its restricted
subsidiaries to, among other things, incur indebtedness, encumber their assets, make restricted payments, create dividend restrictions and other payment restrictions that affect the Issuer’s restricted subsidiaries, permit restricted subsidiaries
to incur or guarantee certain indebtedness, enter into transactions with affiliates and sell assets, in each case subject to certain
qualifications set forth in the Indenture.
The foregoing description of the Indenture is qualified in its entirety by reference to the complete text of the agreement filed as Exhibit 4.1 hereto, and is incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits
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(d) Exhibits
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Exhibit Number
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Description of Exhibit
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4.1
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Indenture, dated as of November 6, 2026, among FTAI Aviation Investors LLC, FTAI Aviation Ltd., as parent guarantor, the subsidiary guarantors party thereto and U.S. Bank Trust
Company, National Association, as trustee.
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104
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Cover Page Interactive Data File (embedded with Inline XBRL document).
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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 application of the net proceeds from the offering of the Notes. 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,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this communication are based upon our
historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us that the future plans,
estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects,
growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the risk factors set forth in Item
1A. “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, as updated by annual, quarterly and other reports we file with the
Securities and Exchange Commission.
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.
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FTAI AVIATION LTD.
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By:
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/s/ Nicholas McAleese
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Name:
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Nicholas McAleese
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Title:
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Chief Financial Officer
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| Date: November 9, 2026 |
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