FTAI Aviation (FTAI) director receives 67-share award in lieu of cash fees

Rhea-AI Filing Summary

HANNAWAY JUDITH A reported acquisition or exercise transactions in this Form 4 filing.

FTAI Aviation Ltd. director Judith A. Hannaway received a grant of 67 Ordinary Shares on March 16, 2026 as compensation for board services. The shares were issued in lieu of cash fees under the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan, using a closing share price of $236.10. Following this award, she holds 3,267 Ordinary Shares directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HANNAWAY JUDITH A

(Last) (First) (Middle)

405 WEST 13TH STREET, 3RD FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FTAI Aviation Ltd. [ FTAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	03/16/2026		A		67	A	$0(1)	3,267	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects ordinary shares issued at the election of the reporting person in lieu of cash fees as compensation for services provided to the issuer in accordance with the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan and the additional terms established by resolution of the Board of Directors. The applicable closing share price was $236.10 on March 16, 2026.

Remarks:

	/s/ BoHee Yoon, as Attorney-in-fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did FTAI director Judith Hannaway report on this Form 4 for FTAI?

Director Judith A. Hannaway reported receiving 67 FTAI Aviation Ltd. Ordinary Shares on March 16, 2026. The shares were granted as compensation for board services, rather than purchased on the open market, under the company’s 2025 Omnibus Incentive Award Plan.

Was the FTAI Form 4 transaction an open-market purchase or a share grant?

The Form 4 transaction was a share grant, not an open-market purchase. Hannaway received 67 Ordinary Shares at no stated purchase price as compensation in lieu of cash board fees, consistent with FTAI Aviation Ltd.’s 2025 Omnibus Incentive Award Plan terms.

How many FTAI Aviation shares does Judith Hannaway hold after this Form 4 transaction?

After receiving the 67-share award, Judith Hannaway directly holds 3,267 Ordinary Shares of FTAI Aviation Ltd. This total reflects her updated direct ownership position immediately following the March 16, 2026 compensation-related grant recorded in the Form 4 filing.

What price was used to calculate the FTAI share grant reported in this Form 4?

The grant used an applicable closing share price of $236.10 on March 16, 2026. This price was applied to ordinary shares issued to Judith Hannaway in lieu of cash director fees, as described in the footnote to the Form 4 filing for FTAI Aviation Ltd.

Under what plan was the FTAI share award to Judith Hannaway made?

The share award was made under the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan. The Form 4 footnote explains that ordinary shares were issued at Hannaway’s election instead of cash fees, following additional terms established by resolution of the Board of Directors.

Does the FTAI Form 4 indicate any derivative or option exercises by Judith Hannaway?

No derivative or option exercises are shown in this Form 4. The filing reports only a non-derivative acquisition of 67 Ordinary Shares as a grant in lieu of cash compensation, with no accompanying derivative positions or exercises listed in the derivative summary section.