FTAI Aviation (FTAI) CEO exercises options, covers tax bill with shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FTAI Aviation Ltd. CEO and Chairman Joseph P. Adams Jr. exercised stock options to acquire 12,448 Ordinary Shares at $25.44 per share. To cover the option exercise price and related taxes, 7,752 shares were surrendered back to the issuer, and the footnote clarifies that no shares were sold on the market.

After these transactions, Adams directly holds 244,179 Ordinary Shares. He also has indirect interests in 187,616 shares through an LLC and 116,000 shares through a Spousal Lifetime Access Trust, as reported in the filing.

Insider Trade Summary

12,448 shares exercised/converted

Mixed 5 txns

Insider Adams Joseph P. Jr.

Role CEO and Chairman

Type	Security	Shares	Price	Value
Exercise	Stock Option (right to buy)	12,448	$0.00	--
Exercise	Ordinary Shares	12,448	$25.44	$317K
Tax Withholding	Ordinary Shares	7,752	$270.29	$2.10M
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Stock Option (right to buy) — 0 shares (Direct, null); Ordinary Shares — 244,179 shares (Direct, null); Ordinary Shares — 116,000 shares (Indirect, By Spousal Lifetime Access Trust)

Footnotes (1)

[object Object]

Key Figures

Options exercised: 12,448 shares Exercise price: $25.44 per share Shares surrendered for tax/exercise: 7,752 shares +4 more

7 metrics

Options exercised 12,448 shares Ordinary Shares acquired via stock option exercise at $25.44

Exercise price $25.44 per share Strike price for exercised stock options on Ordinary Shares

Shares surrendered for tax/exercise 7,752 shares Deemed surrendered to satisfy exercise price and tax liability

Implied value of surrendered shares $270.29 per share Per-share value used for 7,752 surrendered shares

Direct holdings after transaction 244,179 shares Ordinary Shares directly owned by CEO post-transaction

Indirect LLC holdings 187,616 shares Ordinary Shares held indirectly through an LLC

Indirect trust holdings 116,000 shares Ordinary Shares held indirectly via Spousal Lifetime Access Trust

Key Terms

tax-withholding disposition, Exercise or conversion of derivative security, Stock Option (right to buy), Spousal Lifetime Access Trust, +1 more

5 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

Stock Option (right to buy) financial

"security_title": "Stock Option (right to buy)""

Spousal Lifetime Access Trust financial

"nature_of_ownership": "By Spousal Lifetime Access Trust""

deemed surrender of shares financial

"Reflects deemed surrender of shares to satisfy the exercise price"

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 04:15 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^*

Adams Joseph P. Jr.

(Last)

(First)

(Middle)

405 WEST 13TH STREET, 3RD FLOOR

(Street)

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
X	Officer (give title below)	Other (specify below)
	CEO and Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

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)
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	05/11/2026		M		12,448	A	$25.44	244,179	D
Ordinary Shares	05/11/2026		F⁽¹⁾		7,752	D	$270.29	236,427	D
Ordinary Shares								116,000	I	By Spousal Lifetime Access Trust
Ordinary Shares								187,616	I	By LLC

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)
Stock Option (right to buy)	$25.44	05/11/2026		M			12,448	01/01/2026	12/31/2026	Ordinary Shares	12,448	$0	0	D

Explanation of Responses:

1. No shares were sold. Reflects deemed surrender of shares to satisfy the exercise price and tax liability due in connection with the exercise of the associated options.

Remarks:

	/s/ BoHee Yoon, as Attorney-in-fact	05/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did FTAI (FTAI) CEO Joseph P. Adams Jr. report in this Form 4?

He reported exercising stock options for 12,448 Ordinary Shares at $25.44 each. In the same event, 7,752 shares were surrendered to cover the option exercise price and taxes, with no shares sold on the open market.

How many FTAI Aviation shares did the CEO acquire and surrender?

He acquired 12,448 Ordinary Shares through an option exercise and surrendered 7,752 shares. The surrendered shares were used to satisfy the exercise price and tax liability, according to the footnote, rather than being sold in the market.

Did the FTAI CEO sell any shares in this Form 4 transaction?

No shares were sold in the market. The filing states that 7,752 shares were deemed surrendered back to the issuer to pay the exercise price and tax liability associated with the stock option exercise, rather than representing an open-market sale.

What are Joseph P. Adams Jr.’s direct FTAI Aviation holdings after the transaction?

Following the reported transactions, he directly owns 244,179 Ordinary Shares. This figure reflects the net result after exercising options for 12,448 shares and surrendering 7,752 shares to cover the related exercise price and tax obligations.

What indirect FTAI Aviation holdings does the CEO report?

He reports indirect ownership of 187,616 Ordinary Shares held through an LLC and 116,000 Ordinary Shares held through a Spousal Lifetime Access Trust. These positions are separate from his 244,179 directly held shares disclosed in the same Form 4.

What does the tax-withholding disposition code F mean in this FTAI filing?

Code F indicates shares were withheld or surrendered to satisfy an exercise price or tax liability. Here, 7,752 shares were deemed surrendered to cover costs tied to exercising the options, and the footnote clarifies this did not involve a market sale.