[Form 4] FTAI Aviation Ltd. Insider Trading Activity

Rhea-AI Filing Summary

Air Industries Group (AIRI) filed a Form S-8 on 31 Jul 2025 to register 300,000 additional shares of common stock for issuance under its 2022 Equity Incentive Plan. The amendment, approved at the 2024 annual meeting, raises the plan’s share reserve from 350,000 to 650,000.

The company is classified as a non-accelerated filer and smaller reporting company. The filing automatically incorporates by reference AIRI’s 2024 Form 10-K, Q1-25 Form 10-Q, numerous 2025 Form 8-Ks, and its 2025 definitive proxy, ensuring that all subsequent Exchange Act filings will also be deemed incorporated until the offering is completed or withdrawn.

Key exhibits include: (1) legal opinion from Ellenoff Grossman & Schole LLP, (2) the amended 2022 Equity Incentive Plan, (3) auditor consent from Marcum LLP, and (4) the Rule 457 filing-fee table. Part II outlines Nevada law–based indemnification provisions for directors and officers and confirms the company carries D&O insurance. Standard undertakings commit AIRI to file post-effective amendments if material changes arise.

Positive

• Strengthened equity reserve ensures AIRI can continue to attract, retain and incentivize employees with stock-based awards approved by shareholders.

Negative

• Share count expansion: registering 300,000 extra shares increases the pool of stock that may eventually be issued.

Insights

Equity Compensation Analyst

TL;DR — Routine S-8 adds 300k shares to equity plan; neutral impact, minor future dilution.

The registration simply implements a shareholder-approved expansion of the 2022 Equity Incentive Plan, bringing the pool to 650k shares. No new financial results or strategic transactions are disclosed, and the plan structure remains unchanged aside from share count. Such filings are common housekeeping to keep option and RSU programs adequately funded. While the additional shares could incrementally expand the share base when issued, the amount is small relative to typical daily volume and requires separate board/comp-committee grant approvals, limiting immediate market impact.

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
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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^*

GIDUMAL SHYAM H

(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)
07/31/2025

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	07/31/2025		A		92	A	$0(1)	1,324	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 $144.46 on July 30, 2025.

Remarks:

	/s/ BoHee Yoon, as Attorney-in-fact	07/31/2025
	** 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

How many additional AIRI shares are being registered in the 2025 Form S-8?

The filing covers 300,000 additional shares of common stock under the 2022 Equity Incentive Plan.

What is the total number of shares now available under Air Industries Group's 2022 Equity Incentive Plan?

After the amendment, the plan’s reserve rises from 350,000 to 650,000 shares.

When was the amendment to AIRI's equity plan approved by shareholders?

Shareholders approved the amendment at the 2024 annual meeting.

What filer status does Air Industries Group report in this S-8?

AIRI identifies as a non-accelerated filer and smaller reporting company.

Which key documents are incorporated by reference into this registration statement?

AIRI’s 2024 Form 10-K, Q1-25 Form 10-Q, multiple 2025 Form 8-Ks, and the 2025 definitive proxy statement are incorporated.