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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 29, 2025

 

FTAI Aviation Ltd.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-37386

98-1420784

(State or Other Jurisdiction   of Incorporation)

(Commission   File Number)

(IRS Employer   Identification No.)

 

405 West 13th Street , 3rd Floor , New York , New York 10014

(Address of Principal Executive Offices) (Zip Code)

 

( 332 ) 239-7600

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class :

Trading Symbol :

Name of each exchange on which registered :

Ordinary shares, $0.01 par value per share

FTAI

The Nasdaq Global Select Market

8.25% Fixed Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares

FTAIN

The Nasdaq Global Select Market

9.50% Fixed Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares

FTAIM

The Nasdaq Global Select Market

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by FTAI Aviation Ltd. (the “Company”) with the Securities and Exchange
Commission on May 30, 2025 (the “Original 8-K”) for the purpose of disclosing the Company’s decision on the frequency of future advisory votes on named executive officer compensation.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As previously reported in the Original 8-K, the Company held its 2025 Annual General Meeting (the “Annual Meeting”) on May 29, 2025. Based on the board
of directors’ recommendation in the Company’s definitive proxy statement for the Annual Meeting and the final non-binding, advisory vote results from the Annual Meeting disclosed in the Original 8-K, the Company has determined to hold an advisory
vote on named executive officer compensation annually.

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

 

FTAI Aviation Ltd.

 
 
 

 

By:

/s/ Eun (Angela) Nam

 

Name:

Eun (Angela) Nam

 

Title:

Chief Financial Officer and Chief Accounting Officer

 
 
 

Date: August 25, 2025