FTAI Aviation CEO has shares withheld for taxes

FTAI Aviation Ltd. director, CEO and Chairman Joseph P. Adams Jr. reported a Form 4 showing a tax-related share withholding rather than an open-market sale.

Rhea-AI Filing Summary

FTAI Aviation Ltd. director, CEO and Chairman Joseph P. Adams Jr. reported a Form 4 showing a tax-related share withholding rather than an open-market sale. On March 4, 2026, 1,689 Ordinary Shares were withheld by the company to cover tax obligations upon the vesting of restricted stock units.

After this tax-withholding disposition, Adams directly holds 231,731 Ordinary Shares. He also reports indirect ownership of 116,000 Ordinary Shares through a Spousal Lifetime Access Trust and 187,616 Ordinary Shares through an LLC.

Insider Trade Summary

Exercise Price or Tax Liability: 1,689 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	1,689	$281.75	$476K
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares	--	--	--

Holdings After Transaction: Ordinary Shares — 231,731 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.

FAQ

What insider transaction did FTAI (FTAI) CEO Joseph P. Adams Jr. report?

Joseph P. Adams Jr., CEO and Chairman of FTAI Aviation Ltd., reported a tax-related share withholding. The company withheld 1,689 Ordinary Shares to satisfy tax obligations when his restricted stock units vested, rather than executing an open-market sale.

How many FTAI Aviation Ordinary Shares were withheld for taxes in this Form 4?

The Form 4 shows 1,689 Ordinary Shares withheld to cover tax liabilities. This withholding occurred in connection with the vesting of restricted stock units, and the footnote clarifies that no shares were actually sold into the market.

Did the FTAI (FTAI) CEO sell any shares in this reported transaction?

No, the CEO did not sell shares in the market. The footnote explains that 1,689 Ordinary Shares were withheld by FTAI Aviation to satisfy tax withholding requirements when restricted stock units vested, so there was no open-market disposition.

What is Joseph P. Adams Jr.’s direct FTAI Aviation shareholding after this transaction?

Following the tax-withholding disposition, Joseph P. Adams Jr. directly holds 231,731 Ordinary Shares of FTAI Aviation Ltd. This figure represents his direct ownership after 1,689 shares were withheld by the company to cover tax obligations on vested restricted stock units.

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

The Form 4 lists two categories of indirect ownership. One is 116,000 Ordinary Shares held by a Spousal Lifetime Access Trust, and the other is 187,616 Ordinary Shares held by an LLC, both associated with Joseph P. Adams Jr.

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

Transaction code F indicates a tax-withholding disposition. In this case, 1,689 Ordinary Shares were delivered back to FTAI Aviation to satisfy tax withholding when restricted stock units vested, as clarified by the accompanying explanatory footnote.

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Accepted by SEC EDGAR 03/05/2026 - 06:45 PM 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 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
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		F(1)		1,689	D	$281.75	231,731	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	03/05/2026
	** 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.
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