Was the FTAI Aviation director share transaction a purchase or a compensation grant?

It was a compensation grant, not an open-market purchase. Ordinary shares were issued at the director’s election instead of cash fees, in accordance with FTAI Aviation Ltd.’s 2025 Omnibus Incentive Award Plan and board-approved terms.

FTAI Aviation director awarded 128 shares

FTAI Aviation Ltd. reported that director Paul R. Goodwin elected to receive board fees in stock rather than cash.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FTAI Aviation Ltd. reported that director Paul R. Goodwin elected to receive board fees in stock rather than cash. On March 16, 2026, a trust associated with him acquired 128 Ordinary Shares at no cash cost to him as a grant under the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan.

The footnote notes a closing share price of $236.10 on that date, which was used to calculate the number of shares issued. After this compensation grant, the trust’s indirect holdings increased to 82,236 Ordinary Shares.

Insider Trade Summary

Grant/Award: 128 shares

Grant/Award 1 txn

Insider GOODWIN PAUL R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	128	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 82,236 shares (Indirect, By Trust)

Footnotes (1)

F1. 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.

FAQ

What did the Form 4 filing show for FTAI Aviation director Paul R. Goodwin?

The filing shows a trust associated with director Paul R. Goodwin received 128 FTAI Aviation ordinary shares as compensation. These shares were issued instead of cash fees under the company’s 2025 Omnibus Incentive Award Plan.

How many FTAI Aviation (FTAI) shares did the trust receive and at what reference price?

The trust received 128 FTAI Aviation ordinary shares, calculated using a closing share price of $236.10 on March 16, 2026. This price determined the number of shares issued in lieu of cash compensation.

Who holds the FTAI Aviation shares reported for Paul R. Goodwin on this Form 4?

The Form 4 states the 128 newly issued ordinary shares are held indirectly "By Trust." This means a trust associated with Paul R. Goodwin, rather than Goodwin personally, is recorded as the owner of these shares.

What is Paul R. Goodwin’s indirect FTAI Aviation shareholding after this transaction?

After this grant, the trust associated with Paul R. Goodwin holds 82,236 FTAI Aviation ordinary shares indirectly. The Form 4 lists this figure as the total number of ordinary shares held following the reported transaction.

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Accepted by SEC EDGAR 03/17/2026 - 04:30 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GOODWIN PAUL R

(Last)

(First)

(Middle)

405 WEST 13TH STREET, 3RD FLOOR

(Street)

NEW YORK

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/16/2026		A		128	A	$0⁽¹⁾	82,236	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Source: View Original Filing on SEC EDGAR