FTAI director receives 124-share fee award

GOODWIN PAUL R reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/15/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

GOODWIN PAUL R reported acquisition or exercise transactions in this Form 4 filing.

FTAI Aviation Ltd. director Paul R. Goodwin reported an award of 124 Ordinary Shares held indirectly through a trust. The shares were issued at no cash cost as compensation in lieu of cash fees for board service under the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan. Following this grant, the trust holds a total of 82,912 Ordinary Shares. The footnote notes a closing share price of $241.96 on June 12, 2026, which was used to determine the share-based fee amount.

Insider Trade Summary

Grant/Award: 124 shares

Grant/Award 1 txn

Insider GOODWIN PAUL R

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	124	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 82,912 shares (Indirect, By Trust)

Footnotes (1)

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 $241.96 on June 12, 2026.

Key Figures

Shares granted: 124 Ordinary Shares Post-transaction holdings: 82,912 Ordinary Shares Closing share price reference: $241.96 per share +1 more

4 metrics

Shares granted 124 Ordinary Shares Award in lieu of cash fees for director services

Post-transaction holdings 82,912 Ordinary Shares Indirect ownership by trust following the grant

Closing share price reference $241.96 per share Closing price on June 12, 2026 used to calculate fee shares

Transaction code A (Grant or award acquisition) Indicates non-derivative grant of Ordinary Shares

Key Terms

2025 Omnibus Incentive Award Plan, Ordinary Shares, in lieu of cash fees, Board of Directors

4 terms

2025 Omnibus Incentive Award Plan financial

"in accordance with the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan"

Ordinary Shares financial

"Reflects ordinary shares issued at the election of the reporting person"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

in lieu of cash fees financial

"issued at the election of the reporting person in lieu of cash fees as compensation"

Board of Directors financial

"additional terms established by resolution of the Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FTAI (FTAI) disclose for Paul R. Goodwin?

FTAI reported that director Paul R. Goodwin acquired 124 Ordinary Shares through a trust. These shares were granted as compensation for board services instead of cash fees under the company’s 2025 Omnibus Incentive Award Plan.

Was the FTAI (FTAI) insider award to Paul R. Goodwin an open-market purchase?

No, the 124 Ordinary Shares were not bought on the market. They were issued at no cash cost as a share-based fee, replacing cash compensation for services provided to FTAI Aviation Ltd. as a director.

How many FTAI (FTAI) shares does the trust linked to Paul R. Goodwin hold after this grant?

After the 124-share award, the trust associated with Paul R. Goodwin holds 82,912 Ordinary Shares. The filing classifies this position as indirect ownership, described specifically as “By Trust.”

What plan governed the FTAI (FTAI) share grant to Paul R. Goodwin’s trust?

The share grant was made under the FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan. Additional terms were established by a resolution of the Board of Directors to allow directors to receive shares instead of cash fees.

How was the number of shares determined for the FTAI (FTAI) director fee award?

The footnote states that the applicable closing share price was $241.96 on June 12, 2026. That closing price was used in calculating how many Ordinary Shares would be issued in lieu of the director’s cash fees.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 NEW YORK 10014

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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	06/15/2026		A		124(1)	A	$0	82,912	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)
				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 $241.96 on June 12, 2026.

Remarks:

	/s/ BoHee Yoon, as Attorney-in-fact	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)