FTAI Insider Report: Director Converts Fees to 121 Ordinary Shares

Rhea-AI Filing Summary

Martin Tuchman, a director of FTAI Aviation Ltd. (FTAI), reported on Form 4 that on 09/15/2025 he acquired 121 ordinary shares by electing to receive equity in lieu of cash fees under the companys 2025 Omnibus Incentive Award Plan. The filing shows he now beneficially owns 379,681 ordinary shares (direct) and 277,991 ordinary shares (indirect), plus 800,000 Series C preferred and 40,000 Series D preferred (indirect). The filing notes the applicable closing share price was $171.66 on September 12, 2025. The Form 4 is signed by an attorney-in-fact on 09/15/2025.

Insights

Securities Analyst

TL;DR: Routine insider compensation conversion into equity; small incremental issuance relative to total reported holdings.

The reporting event is an election by a director to receive 121 ordinary shares instead of cash fees under the 2025 Omnibus Incentive Award Plan. This is a common non-derivative issuance for board compensation. The filing discloses both direct and indirect holdings, including large indirect preferred holdings, which are important to note for control and dilution analysis. No sales or derivative exercises are reported.

Corporate Governance Expert

TL;DR: Disclosure is clear and routine; details on indirect preferred holdings merit attention for governance context.

The Form 4 cleanly documents the method of acquisition (in lieu of cash fees) and quantifies post-transaction ownership across ordinary and preferred series. While the share issuance appears procedural, the sizeable indirect preferred positions (Series C and D) should be considered when evaluating voting influence and alignment with shareholders. No material adverse events or dispositions are included.

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).

1. Name and Address of Reporting Person^*

TUCHMAN MARTIN

(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)
09/15/2025

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	09/15/2025		A		121	A	$0(1)	379,681	D
Ordinary Shares								277,991	I	By Trust
Series C Preferred Shares								800,000	I	By Trust
Series D Preferred Shares								40,000	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 $171.66 on September 12, 2025.

Remarks:

	/s/ BoHee Yoon, as Attorney-in-fact	09/15/2025
	** 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

Who filed the Form 4 for FTAI and what is their role?

The Form 4 was filed on behalf of Martin Tuchman, who is identified in the filing as a director of FTAI Aviation Ltd.

What transaction is reported on the FTAI Form 4 dated 09/15/2025?

The filing reports the acquisition of 121 ordinary shares by the reporting person, issued in lieu of cash fees under the company's 2025 Omnibus Incentive Award Plan.

How many shares does Martin Tuchman beneficially own after the transaction?

After the reported transaction he beneficially owns 379,681 ordinary shares (direct) and 277,991 ordinary shares (indirect), plus 800,000 Series C preferred and 40,000 Series D preferred (indirect).

What price is noted in the Form 4 explanation for the issued shares?

The filing states the applicable closing share price was $171.66 on September 12, 2025; the ordinary shares were issued in lieu of cash fees (indicated price reference).

Who signed the Form 4 and when?

The Form 4 is signed by BoHee Yoon, as Attorney-in-fact, with the signature dated 09/15/2025.