FTAI CEO reports tax-withholding share disposition

FTAI Aviation Ltd. director, CEO and Chairman Joseph P. Adams Jr. reported a tax-withholding share disposition related to equity compensation.

Rhea-AI Filing Summary

FTAI Aviation Ltd. director, CEO and Chairman Joseph P. Adams Jr. reported a tax-withholding share disposition related to equity compensation. On May 28, 2026, 10,783 Ordinary Shares were withheld by the issuer at $262.78 per share to satisfy tax obligations upon vesting of restricted stock units, and no shares were sold. Following this, he holds 225,644 Ordinary Shares directly, plus indirect holdings of 187,616 Ordinary Shares through an LLC and 116,000 Ordinary Shares through a Spousal Lifetime Access Trust.

Insider Trade Summary

Exercise Price or Tax Liability: 10,783 shares

Exercise Price or Tax Liability 3 txns

Insider Adams Joseph P. Jr.

Role CEO and Chairman

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Ordinary Shares	10,783	$262.78	$2.83M
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 225,644 shares (Direct); Ordinary Shares — 116,000 shares (Indirect, By Spousal Lifetime Access Trust); Ordinary Shares — 187,616 shares (Indirect, By LLC)

Footnotes (1)

1. F1. No shares were sold. Reflects shares withheld by the Issuer to satisfy tax withholding upon the vesting of restricted stock units.

Key Figures

Shares withheld for taxes: 10,783 shares Withholding price: $262.78 per share Direct holdings after transaction: 225,644 shares +2 more

5 metrics

Shares withheld for taxes 10,783 shares Withheld to satisfy tax withholding on RSU vesting

Withholding price $262.78 per share Price used for tax-withholding disposition of Ordinary Shares

Direct holdings after transaction 225,644 shares Ordinary Shares directly owned after tax withholding

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

restricted stock units, tax withholding, Spousal Lifetime Access Trust, Ordinary Shares, +1 more

5 terms

restricted stock units financial

"tax withholding upon the vesting of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding financial

"shares withheld by the Issuer to satisfy tax withholding"

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

Spousal Lifetime Access Trust financial

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

Ordinary Shares financial

"The issuer withheld 10,783 FTAI Aviation Ordinary Shares"

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.

transaction code F financial

"Transaction code F indicates shares used to pay the exercise price or tax liability"

FAQ

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

What insider transaction did FTAI CEO Joseph P. Adams Jr. report on this Form 4?

Joseph P. Adams Jr. reported a tax-withholding disposition of shares, not a market sale. The issuer withheld 10,783 FTAI Aviation Ordinary Shares to cover tax obligations arising from the vesting of restricted stock units.

How many FTAI Ordinary Shares were withheld for taxes and at what price?

The issuer withheld 10,783 FTAI Aviation Ordinary Shares to satisfy tax obligations. The withholding occurred at a price of $262.78 per share, as part of the settlement of restricted stock units that vested for the CEO.

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

No shares were sold in this filing. The Form 4 explicitly states the 10,783 Ordinary Shares were withheld by FTAI Aviation to satisfy tax withholding obligations triggered by the vesting of restricted stock units awarded to the CEO.

What are Joseph P. Adams Jr.’s direct FTAI share holdings after this transaction?

After the tax withholding, Joseph P. Adams Jr. directly holds 225,644 FTAI Aviation Ordinary Shares. This figure represents his direct ownership position reported in the Form 4 following the restricted stock unit vesting and related withholding.

What indirect FTAI holdings are reported for the CEO in this Form 4?

The Form 4 reports two indirect FTAI positions: 187,616 Ordinary Shares held through an LLC and 116,000 Ordinary Shares held through a Spousal Lifetime Access Trust. These positions are reported as indirect beneficial ownership interests associated with the CEO.

What does transaction code F mean in the FTAI CEO’s Form 4?

Transaction code F indicates shares used to pay the exercise price or tax liability. In this FTAI filing, it reflects 10,783 Ordinary Shares withheld by the issuer to cover tax withholding on vesting restricted stock units for Joseph P. Adams Jr.

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

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Accepted by SEC EDGAR 05/29/2026 - 08:00 AM Learn about SEC filing dates

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 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)
05/28/2026

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	05/28/2026		F(1)		10,783	D	$262.78	225,644	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. No shares were sold. Reflects shares withheld by the Issuer to satisfy tax withholding upon the vesting of restricted stock units.

Remarks:

	/s/ BoHee Yoon, as Attorney-in-fact	05/29/2026
	** 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)