FTAI / FTAI Aviation Ltd. - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 1, 2025 FTAI Aviation L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 1, 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) (Commiss

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.

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

FOURTH AMENDED AND RESTATED AIRCRAFT SALE AND PURCHASE AGREEMENT originally dated as of December 30, 2024, and amended and restated as of June 26, 2025 The SELLERS party hereto, each as a Seller The BUYERS party hereto, each as a Buyer

Exhibit 10.13 Certain identified information has been excluded from this exhibit because it is both not materials and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. FOURTH AMENDED AND RESTATED AIRCRAFT SALE AND PURCHASE AGREEMENT originally dated as of December 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 29, 2025 FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 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

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Second Quarter 2025 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, July 29, 2025 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the second quarter 2025. The Company’s consolidated comparative financial statements and key performance measures are attached as a

June 24, 2025

Exhibit 16.1 June 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated June 17, 2025 of FTAI Aviation Ltd. and are in agreement with the statement contained in the second paragraph pertaining to our tenure as independent registered public accounting firm, the statement in the third paragraph that we were dismiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 17, 2025 FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 17, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 F

As filed with the U.S. Securities and Exchange Commission on May 29, 2025

As filed with the U.S. Securities and Exchange Commission on May 29, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FTAI Aviation Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 98-1420784 (State or other jurisdiction of incorporation or organization) (I.R

CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934  Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.19 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC, a designated activity company limited by shares incorporated under the laws of Ireland (the “Guaranteeing Subsidiary”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). W I T N E S S E T H WH

Execution Version SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 28, 2022, among FTAI Italia DAC, a designated activity company incorporated under the laws of Ireland (the “Guaranteein

Execution Version SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of January 28, 2022, among FTAI Italia DAC, a designated activity company incorporated under the laws of Ireland (the “Guaranteeing Subsidiary”), an affiliate of Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the “Issuer”), and U.

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.16 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC, a designated activity company limited by shares incorporated under the laws of Ireland (the “Guaranteeing Subsidiary”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). W I T N E S S E T H WH

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.10 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC, a designated activity company limited by shares incorporated under the laws of Ireland (the “Guaranteeing Subsidiary”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). W I T N E S S E T H WH

FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.13 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC, a designated activity company limited by shares incorporated under the laws of Ireland (the “Guaranteeing Subsidiary”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). W I T N E S S E T H WH

Execution Version THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of March 18, 2022, among AirOpCo 1ET Bermuda Ltd., a Bermuda exempted company (“AirOpCo”), AVSA Leasing 2, a Delaware statutory trus

Execution Version THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of March 18, 2022, among AirOpCo 1ET Bermuda Ltd.

FOURTH SUPPLEMENTAL INDENTURE

Exhibit 4.7 FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of February 21, 2025, between FTAI Aviation Ireland Holdings DAC, a designated activity company limited by shares incorporated under the laws of Ireland (the “Guaranteeing Subsidiary”), U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (E

Exhibit 10.13 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with

Exhibit 10.13 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDED AND RESTATED AIRCRAFT SALE AND PURCHASE AGREEMENT originally dated as of December 30, 2024, and

Exhibit 10.14 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with

Exhibit 10.14 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. AMENDED AND RESTATED BENEFICIAL INTEREST SALE AND PURCHASE AGREEMENT originally dated as of December 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2025 FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 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

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports First Quarter 2025 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, April 30, 2025 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the first quarter 2025. The Company’s consolidated comparative financial statements and key performance measures are attached as an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by R

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 15, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation AirOpCo 1ET Bermuda Limited Bermuda AirOpCo I SD Ireland DAC Ireland Falcon MSN 177 LLC Delaware, USA FTAI Aircraft Financing Ireland (2025) DAC Ireland FTAI Aircraft Financing US (2025) LLC Delaware, USA FTAI Aircraft Leasing (2025) GP, L.P. Cayman Islands FTAI Aircraft Leasing (2025) UGP, Limited Cayman Islands FTAI Aircraft Leasing Bermu

FTAI AVIATION LTD. PUBLIC COMPANY INSIDER TRADING COMPLIANCE POLICY May 28, 2024 (THE “POLICY”)

Exhibit 19.1 FTAI AVIATION LTD. PUBLIC COMPANY INSIDER TRADING COMPLIANCE POLICY May 28, 2024 (THE “POLICY”) Federal and state securities laws prohibit the purchase or sale of a security on the basis of Material Nonpublic Information (defined below). These laws also prohibit the dissemination of Material Nonpublic Information to others who may use that knowledge to trade securities, also known as

Exhibit 4.13

Exhibit 4.13 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of our ordinary shares (as defined below), our 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares (the “Series C Preferred Shares”), our 9.50% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (the “Series D Preferred Shares”) and c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (Exact

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 26, 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) (Commiss

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Fourth Quarter and Full Year 2024 Results, Declares Dividend of $0.30 per Ordinary Share, Announces Agreement to Expand Maintenance Capacity with QuickTurn Europe NEW YORK, February 26, 2025 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the fourth quarter and full year 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

15-12G 1 ef200440571512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-37386 FTAI Aviation Ltd. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 20, 2025 FTAI Aviation L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 20, 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) (Commiss

FTAI Aviation Audit Committee Completes Independent Review, Expects to File 10-K Timely

Exhibit 99.1 FTAI Aviation Audit Committee Completes Independent Review, Expects to File 10-K Timely NEW YORK – February 20, 2025 – FTAI Aviation Ltd. (NASDAQ: FTAI) (“FTAI” or the “Company”) today announced that the Board of Directors’ Audit Committee has completed its review, conducted by independent legal and forensic accounting advisors, into assertions made by certain short seller reports in

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 18, 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) (Commissi

FTAI CEO & Chairman Joe Adams Prepared Remarks

Exhibit 99.1 FTAI CEO & Chairman Joe Adams Prepared Remarks RBC event, January 21, 2025 Good morning. Considering recent events, I would like to first address last week’s misleading short sale piece. We take our obligations and any valid assertions seriously but we strongly disagree with the assertions made in the report. We believe such report mischaracterizes our business and that these misrepre

December 31,

January 17, 2025 VIA EDGAR Blaise Rhodes and Rufus Decker Division of Corporation Finance Office of Trade & Services U.

December 31,

January 3, 2025 VIA EDGAR Blaise Rhodes and Rufus Decker Division of Corporation Finance Office of Trade & Services U.

FTAI Aviation Launches Strategic Capital Initiative and Announces 2025 Financial Guidance Initiative will Focus on Acquiring On-Lease 737NG and A320ceo Aircraft in Collaboration with Third-Party Institutional Investors

Exhibit 99.1 FTAI Aviation Launches Strategic Capital Initiative and Announces 2025 Financial Guidance Initiative will Focus on Acquiring On-Lease 737NG and A320ceo Aircraft in Collaboration with Third-Party Institutional Investors December 30, 2024 NEW YORK, Dec. 30, 2024 (GLOBE NEWSWIRE) - FTAI Aviation Ltd. (Nasdaq: FTAI) (the “Company”) announces the launch of a Strategic Capital initiative in

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 30, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

December 30, 2024

December 30, 2024 BY EDGAR Division of Corporation Finance Office of Trade & Services U.

Year ended 31, 2021

November 27, 2024 VIA EDGAR Blaise Rhodes and Rufus Decker Division of Corporation Finance Office of Trade & Services U.

November 20, 2024

November 20, 2024 BY EDGAR Division of Corporation Finance Office of Trade & Services U.

FTAI / FTAI Aviation Ltd. / Capital International Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FTAI Aviation Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) G3730V105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-37386 FTAI Aviation Ltd. (Exact name of registrant as specified in its

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 30, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commissi

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Third Quarter 2024 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, October 30, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the third quarter 2024. The Company’s consolidated comparative financial statements and key performance measures are attached as

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 9, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commissio

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of October 9, 2024 5.875% SENIOR NOTES DUE 2033 TABLE OF CONTENTS

Exhibit 4.1 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of October 9, 2024 5.875% SENIOR NOTES DUE 2033 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 32 SECTION 1.03. Rules of Construct

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 30, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commis

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 30, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commis

Exhibit 10.12 FTAI AVIATION LLC May 27, 2024 VIA EMAIL Eun (Angela) Nam Dear Angela: It is with great pleasure that we extend to you an offer to join FTAI Aviation LLC (the “Company”), as set forth below. This letter, together with Exhibit A hereto,

Exhibit 10.12 FTAI AVIATION LLC May 27, 2024 VIA EMAIL Eun (Angela) Nam Dear Angela: It is with great pleasure that we extend to you an offer to join FTAI Aviation LLC (the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agreement.” Start Date: Subject to full execution of this Letter Agreement and any related Company documents refe

FTAI AVIATION LTD. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.5 FTAI AVIATION LTD. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of [] (the “Date of Grant”), is made by and between FTAI Aviation Ltd., a Cayman Islands exempted company (the “Company”), and [] (the “Participant”). Capitalized terms used but not defined herein shall have

Exhibit 10.11 FTAI AVIATION LLC May 27, 2024 VIA EMAIL Joseph P. Adams Jr. Dear Joe: It is with great pleasure that we extend to you an offer to join FTAI Aviation LLC (the “Company”), as set forth below. This letter, together with Exhibit A hereto,

Exhibit 10.11 FTAI AVIATION LLC May 27, 2024 VIA EMAIL Joseph P. Adams Jr. Dear Joe: It is with great pleasure that we extend to you an offer to join FTAI Aviation LLC (the “Company”), as set forth below. This letter, together with Exhibit A hereto, is referred to herein as the “Letter Agreement.” Start Date: Subject to full execution of this Letter Agreement and any related Company documents refe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (Ex

THIRD AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Da

Exhibit 10.7 THIRD AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of May 23, 2024 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, CITIZENS BANK, NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING,

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Second Quarter 2024 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, July 23, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the second quarter 2024. The Company’s consolidated comparative financial statements and key performance measures are attached as a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 23, 2024 FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 23, 2024 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

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of June 17, 2024 7.000% SENIOR NOTES DUE 2032 TABLE OF CONTENTS

Exhibit 4.1 Execution Version FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 17, 2024 7.000% SENIOR NOTES DUE 2032 TABLE OF CONTENTS Page ARTICLE I Definitions and Incorporation by Reference 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 32 SECTION 1.03. Ru

Series of Notes

Exhibit 99.1 PRESS RELEASE FTAI Aviation Announces Extension of Early Tender Deadline for its 9.750% Senior Notes Due 2027 NEW YORK, June 17, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (the “Company” or “FTAI”), announced today that it has amended its previously announced cash tender offer (the “Tender Offer”) to purchase up to $300,000,000 aggrega

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 17, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 001-37386 (Commission File Number

Series of Notes

Exhibit 99.1 PRESS RELEASE FTAI Aviation Announces Increase to Previously Announced Cash Tender Offer for its 9.750% Senior Notes Due 2027 NEW YORK, June 3, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (the “Company” or “FTAI”) previously announced the commencement of a tender offer (the “Tender Offer”) by Fortress Transportation and Infrastructure I

Series of Notes

Exhibit 99.1 PRESS RELEASE FTAI Aviation Commences Cash Tender Offer for its 9.750% Senior Notes Due 2027 NEW YORK, June 3, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (the “Company” or “FTAI”) is announcing today that Fortress Transportation and Infrastructure Investors LLC (“FTAI LLC”), a wholly owned subsidiary of the Company, has commenced an of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2024 FTAI Aviation Ltd. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2024 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 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2024 FTAI Aviation Ltd. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 3, 2024 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 F

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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, 2024 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 F

FTAI AVIATION LTD. (a Cayman Islands exempted company) 2,090,561 Ordinary Shares UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version FTAI AVIATION LTD. (a Cayman Islands exempted company) 2,090,561 Ordinary Shares UNDERWRITING AGREEMENT May 28, 2024 Citigroup Global Markets Inc. As the Underwriter c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: FIG LLC (“FIG”), and Wesley Robert Edens, an employee of FIG (the “Individual Selling Shareholder” and

Calculation of Filing Fee Table (Form Type) FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Table 424(b)(7) (Form Type) FTAI Aviation Ltd.

2,090,561 Shares

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-270042   PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2023) 2,090,561 Shares   FTAI AVIATION LTD.   Ordinary Shares The selling shareholders identified herein are offering 2,090,561 ordinary shares, par value $0.01 per share (“ordinary shares”). 94,178 of our ordinary shares being sold by one of the selling sharehol

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 28, 2024 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 F

Transition Services Agreement, dated May 28, 2024, by and between FTAI Aviation Ltd. and FIG LLC

Exhibit 10.2 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of 28, 2024 (the “Effective Date”), is made by and between FTAI Aviation Ltd., a Cayman Islands exempted company (the “Company”), and FIG LLC, a Delaware limited liability company (“Service Provider”). The Company and Service Provider are collectively referred to as the “Parties” and each ind

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the

TABLE OF CONTENTS Filed pursuant to Rule 424(b)(7) Registration No. 333-270042 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and t

FTAI Aviation Announces Internalization, Terminates Management and Advisory Agreement

Exhibit 99.1 FTAI Aviation Announces Internalization, Terminates Management and Advisory Agreement NEW YORK, May 28, 2024 (GLOBE NEWSWIRE) - FTAI Aviation Ltd. (NASDAQ: FTAI) (“FTAI” or the “Company") announced today it has entered into definitive agreements providing for the internalization of the Company’s management operations. Internalization Agreement Under the Internalization Agreement, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 28, 2024 FTAI Aviation Ltd. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 28, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 001-37386 (Commission File Number)

Internalization Agreement, dated May 28, 2024, by and among FTAI Aviation Ltd., FIG LLC and Fortress Worldwide Transportation and Infrastructure Master GP LLC

Exhibit 10.1 INTERNALIZATION AGREEMENT This INTERNALIZATION AGREEMENT (this “Agreement”), dated as of May 28, 2024, is made by and between FTAI AVIATION LTD., a Cayman Islands exempted company (the “Company”), FIG LLC, a Delaware limited liability company (the “Manager”), and Fortress Worldwide Transportation and Infrastructure Master GP LLC, a Delaware limited liability company (“FTI GP”). The Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (E

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports First Quarter 2024 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, April 25, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the first quarter 2024. The Company’s consolidated comparative financial statements and key performance measures are attached as an

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 25, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 11, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands (State or Other Jurisdiction of Incorporation) 001-37386 (Commission File Numbe

Series of Notes

Exhibit 99.1 PRESS RELEASE FTAI Aviation Announces Expiration and Results of Cash Tender Offer for Any and All of Its Outstanding 6.50% Senior Notes Due 2025 NEW YORK, April 11, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (the “Company” or “FTAI”) is announcing today the expiration and results of Fortress Transportation and Infrastructure Investors

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of April 11, 2024 7.000% SENIOR NOTES DUE 2031 TABLE OF CONTENTS

Exhibit 4.1 Execution Version FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of April 11, 2024 7.000% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions. 32 SECTION 1.03.

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 2, 2024 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

Series of Notes

Exhibit 99.1 PRESS RELEASE FTAI Aviation Commences Cash Tender Offer for Any and All of Its Outstanding 6.50% Senior Notes Due 2025 NEW YORK, April 2, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (the “Company” or “FTAI”) is announcing today that Fortress Transportation and Infrastructure Investors LLC (“FTAI LLC”), a wholly owned subsidiary of the C

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 2, 2024 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

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation FTAI Aviation Ltd. Cayman Islands Fortress Transportation and Infrastructure Investors LLC Delaware, USA FTAI Aviation Holdco Ltd. Cayman Islands AirOpCo 1ET Bermuda Ltd. Bermuda AirOpCo 2 UZ Ireland DAC Ireland AirOpCo I SD Ireland DAC Ireland AirOpCo II KO Ireland DAC Ireland AirOpCo II ME Ireland DAC Ireland Falcon MSN 177 LLC (50% owner

FTAI AVIATION LTD. CLAWBACK POLICY

Exhibit 97.1 FTAI AVIATION LTD. CLAWBACK POLICY The Board of Directors (the “Board”) of FTAI Aviation Ltd. (the “Company”) has determined that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following definitions shall apply: 1)“Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (Exact

Exhibit 4.15

Exhibit 4.15 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of our ordinary shares (as defined below), our 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares (the “Series A Preferred Shares”), our 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares (the “Series B Preferred Sh

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Fourth Quarter and Full Year 2023 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, February 22, 2024 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the fourth quarter and full year 2023. The Company’s consolidated comparative financial statements and key perfor

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2024 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

FTAI / FTAI Aviation Ltd. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0986-ftaiaviationltd.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: FTAI Aviation Ltd Title of Class of Securities: Common Stock CUSIP Number: G3730V105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate t

Execution Copy FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee Dated as of November 21, 2023 7.875% SENIOR NOTES DUE 2030 TABLE OF CONTENTS

Exhibit 4.1 Execution Copy FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 21, 2023 7.875% SENIOR NOTES DUE 2030 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions. 1 SECTION 1.02. Other Definitions. 33 SECTION 1.03.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 21, 2023 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 16, 2023 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 16, 2023 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Third Quarter 2023 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, October 25, 2023 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the third quarter 2023. The Company’s consolidated comparative financial statements and key performance measures are attached as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 25, 2023 FTAI Aviation Lt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 25, 2023 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commissi

* * *

September 28, 2023 VIA EDGAR Stephen Kim and Doug Jones Division of Corporation Finance Office of Trade & Services U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2023 FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2023 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

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Second Quarter 2023 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, July 26, 2023 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the second quarter 2023. The Company’s consolidated comparative financial statements and key performance measures are attached as a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 25, 2023 FTAI Aviation Ltd. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 25, 2023 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 F

AMENDMENT NO. 2 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT

Exhibit 10.11 AMENDMENT NO. 2 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT AMENDMENT NO. 2, dated as of April 10, 2023 (this “Amendment”), to the SECOND AMENDED & RESTATED CREDIT AGREEMENT, dated as of September 20, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 26, 2023 FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 26, 2023 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

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports First Quarter 2023 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, April 26, 2023 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the first quarter 2023. The Company’s consolidated comparative financial statements and key performance measures are attached as an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

SERIES D PREFERRED SHARE DESIGNATION 9.500% FIXED-RATE RESET SERIES D CUMULATIVE PERPETUAL REDEEMABLE PREFERRED SHARES FTAI AVIATION LTD. DATED AS OF MARCH 15, 2023

Exhibit 4.1 SERIES D PREFERRED SHARE DESIGNATION OF 9.500% FIXED-RATE RESET SERIES D CUMULATIVE PERPETUAL REDEEMABLE PREFERRED SHARES OF FTAI AVIATION LTD. DATED AS OF MARCH 15, 2023 FTAI Aviation Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), does hereby certify that, pursuant to authority conferred upon the Board of Directors (the “Directors”) of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 FTAI AVIATION LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2023 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

FTAI Aviation Ltd. Incorporated as an exempted company under the laws of the Cayman Islands Share capital is US$22,000,000 divided into 2,000,000,000 Ordinary Shares of a par value of US$0.01 each and 200,000,000 Preferred Shares of a par value of US

Exhibit 4.2 Number 001 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares 2,600,000 FTAI Aviation Ltd. Incorporated as an exempted company under the laws of the Cayman Islands Share capital is US$22,000,000 divided into 2,000,000,000 Ordinary Shares of a par value of US$0.01 each and 200,000,000 Preferred Shares of a par value of US$0.01 each CUSIP G3730V 147 THIS IS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FTAI Aviation Ltd. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FTAI Aviation Ltd. (Exact name of registrant as specified in its charter) Cayman Islands (State of incorporation or organization) 1345 Avenue of the Americas, 45th Floor New York, New York (Addre

Calculation of Filing Fee Table (Form Type) FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) FTAI Aviation Ltd.

FTAI AVIATION LTD. (a Cayman Islands exempted company) 2,600,000 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT

Exhibit 1.1 Execution Version FTAI AVIATION LTD. (a Cayman Islands exempted company) 2,600,000 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (Liquidation Preference $25.00 Per Share) UNDERWRITING AGREEMENT March 8, 2023 Morgan Stanley & Co. LLC Citigroup Global Markets Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC Stifel, Nicolaus & Company, Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 FTAI AVIATION LTD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2023 FTAI AVIATION LTD. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation) 001-37386 (Commission File Number

2,600,000 Shares 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (Liquidation Preference $25.00 Per Share)

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-270042 PROSPECTUS SUPPLEMENT (To Prospectus dated February 27, 2023)   2,600,000 Shares 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares (Liquidation Preference $25.00 Per Share) We are offering 2,600,000 of our 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares,

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-270042 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and a

Term Sheet

Filed pursuant to Rule 433 Dated March 8, 2023 Relating to Preliminary Prospectus Supplement dated March 8, 2023 and Prospectus dated February 27, 2023 Registration Statement No.

AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT

Exhibit 10.10 AMENDMENT NO. 1 TO SECOND AMENDED & RESTATED CREDIT AGREEMENT AMENDMENT NO. 1, dated as of November 22, 2022 (this “Amendment”), to the SECOND AMENDED & RESTATED CREDIT AGREEMENT, dated as of September 20, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and, as amended by

As Filed with the Securities and Exchange Commission on February 27, 2023.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on February 27, 2023.

FTAI AVIATION LTD. INDENTURE Dated as of February 27, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*

Exhibit 4.1 FTAI AVIATION LTD. INDENTURE Dated as of February 27, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section § 310 (a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 § 311 11.01(f), 16.02 § 312 14.02(d), 16.02 (b) 11.10, 16.02 (c) 1

Exhibit 4.14

Exhibit 4.14 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of our ordinary shares, our 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares (the “Series A Preferred Shares”), our 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares (the “Series B Preferred Shares”), our 8.25% F

Calculation of Filing Fee Table Form S-3 (Form Type) FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) FTAI Aviation Ltd.

FTAI AVIATION LTD. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted by Fortress Transportation and Infrastructure Investors, LLC as of May 11, 2015 and assumed by the Company as of November 10, 2022 Amended on February 23, 2023 TABLE OF CON

Exhibit 10.4 FTAI AVIATION LTD. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted by Fortress Transportation and Infrastructure Investors, LLC as of May 11, 2015 and assumed by the Company as of November 10, 2022 Amended on February 23, 2023 TABLE OF CONTENTS PAGE SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1 1.1 Purpose 1 1.2 Definitions 1 SECTION 2 ADMINISTRATION 4 2.1 Administration 4 2.2 D

FTAI AVIATION LTD. Ordinary Shares

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-270042 Prospectus Supplement (To Prospectus dated February 27, 2023)   FTAI AVIATION LTD. Ordinary Shares This prospectus supplement is being filed for the purpose of registering the issuance of securities pursuant to the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan originally adopted as of May 11, 201

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 FTAI AVIATION L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 FTAI AVIATION LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-37386 98-1420784 (State or other jurisdiction of incorporation) (Commiss

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation Fortress Transportation and Infrastructure Investors LLC Delaware FTAI Aviation Holdco Ltd. Cayman Islands AirOpCo 1ASL Bermuda Ltd. Bermuda AirOpCo 1ET Bermuda Ltd. Bermuda AirOpCo 1JT Bermuda Ltd. Bermuda AirOpCo 2 UZ Ireland DAC Ireland AirOpCo I SD Ireland DAC Ireland AirOpCo II KO Ireland DAC Ireland AirOpCo II ME Ireland DAC Ireland F

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Calculation of Filing Fee Table (Form Type) FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Table 424(b)(2) (Form Type) FTAI Aviation Ltd.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023 FTAI Aviation L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 23, 2023 FTAI Aviation Ltd. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

FTAI AVIATION LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Aviation Ltd. Reports Fourth Quarter 2022 Results, Declares Dividend of $0.30 per Ordinary Share NEW YORK, February 23, 2023 (GLOBE NEWSWIRE) – FTAI Aviation Ltd. (NASDAQ: FTAI) (the “Company” or “FTAI”) today reported financial results for the fourth quarter and full year 2022. The Company’s consolidated comparative financial statements and key performance measures

BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION

BANK OF AMERICA CORPORATION LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION, a Delaware corporation (the "Corporation"), does hereby make, constitute, and appoint each of Kelvin Kwok, Tolu Tade, Andres Ortiz Custodio, Frank Lui, James Todd, Zainab Tarteel, Hannah Chae and Monica Yako as an attorney-in-fact for the Corporation acting for the Corporation and in the Corporation's name, place and stead, for the Corporation's use and benefit, to bind the Corporation by their execution of those agreements, forms and documents related specifically to Section 13 and Section 16 of the Securities Exchange Act of 1934, and other large shareholder and short position regulatory reporting requirements in other jurisdictions.

FTAI / Fortress Transportation and Infrastructure Investors LLC / BANK OF AMERICA CORP /DE/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 01)* FTAI Aviation Ltd (Name of Issuer) Common Stock (Title of Class of Securities) G3730V105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

FTAI / Fortress Transportation and Infrastructure Investors LLC / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: FTAI Aviation Ltd. Title of Class of Securities: Common Stock CUSIP Number: G3730V105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 22, 2022 FTAI AVIATION LTD. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-37386 98-1420784 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI AVIATION LTD

NOTE GUARANTEE

Exhibit 4.1 NOTE GUARANTEE This Note Guarantee, dated as of November 10, 2022 (the ?Note Guarantee?), is made by FTAI Aviation Ltd., a Cayman Islands exempted company (together with its successors and permitted assigns, the ?Guarantor?), in favor of U.S. Bank National Association, acting in its capacity as trustee under the Indenture (as defined below), and the holders of the Securities (as define

W I T N E S S E T H:

Exhibit 4.4 ASSUMPTION AGREEMENT, dated as of November 10, 2022, made by FTAI AVIATION LTD., a Cayman Islands limited company (the ?Additional Guarantor?), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the ?Administrative Agent?) for the benefit of the Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit

W I T N E S S E T H:

Exhibit 4.4 ASSUMPTION AGREEMENT, dated as of November 10, 2022, made by FTAI AVIATION LTD., a Cayman Islands limited company (the ?Additional Guarantor?), in favor of JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the ?Administrative Agent?) for the benefit of the Secured Parties. All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdi

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION FTAI AVIATION LTD. (ADOPTED BY SPECIAL RESOLUTION DATED NOVEMBER 9, 2022)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ? AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION ? OF ? FTAI AVIATION LTD. (ADOPTED BY SPECIAL RESOLUTION DATED NOVEMBER 9, 2022) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF FTAI AVIATION LTD. (ADOPTED BY SPECIA

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of November 10, 2022 FTAI AVIATION LTD. FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC THE SHAREHOLDERS SET FORTH ON THE SIGNATURE PAGES TABLE OF CONTENTS

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of November 10, 2022 among FTAI AVIATION LTD. FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and THE SHAREHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1 DEFINITIONS 2 SECTION 1.2 RULES OF CONSTRUCTION 7 ARTICLE II TERMINATION SECTION 2.1 TERM 8 SECTION 2.2 SU

SERVICES AND PROFIT SHARING AGREEMENT dated as of November 10, 2022 FTAI AVIATION HOLDCO LTD., FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLC TABLE OF CONTENTS

Exhibit 10.1 SERVICES AND PROFIT SHARING AGREEMENT dated as of November 10, 2022 between FTAI AVIATION HOLDCO LTD., FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. PAYMENTS. 2 SECTION 3. TAX TREATMENT AND TAX MATTERS. 4 SECTION 4. NO JOINT VENTURE. 4 SECTION

SERVICES AND PROFIT SHARING AGREEMENT dated as of November 10, 2022 FTAI AVIATION HOLDCO LTD., FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLC TABLE OF CONTENTS

Exhibit 10.1 SERVICES AND PROFIT SHARING AGREEMENT dated as of November 10, 2022 between FTAI AVIATION HOLDCO LTD., FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. PAYMENTS. 2 SECTION 3. TAX TREATMENT AND TAX MATTERS. 4 SECTION 4. NO JOINT VENTURE. 4 SECTION

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of November 10, 2022 FTAI AVIATION LTD. FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC THE SHAREHOLDERS SET FORTH ON THE SIGNATURE PAGES TABLE OF CONTENTS

Exhibit 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT dated as of November 10, 2022 among FTAI AVIATION LTD. FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and THE SHAREHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.1 DEFINITIONS 2 SECTION 1.2 RULES OF CONSTRUCTION 7 ARTICLE II TERMINATION SECTION 2.1 TERM 8 SECTION 2.2 SU

FTAI Aviation Ltd. Announces Closing of Merger Transaction

Exhibit 99.1 FTAI Aviation Ltd. Announces Closing of Merger Transaction NEW YORK, November 11, 2022 (GLOBE NEWSWIRE) - FTAI Aviation Ltd. (NASDAQ: FTAI), a Cayman Islands exempted company (?FTAI? or the ?Company?), announced today the closing of a previously announced merger transaction by and among FTAI, Fortress Transportation and Infrastructure Investors LLC and FTAI Aviation Merger Sub LLC. Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 FTAI AVIATION L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 FTAI AVIATION LTD. (Exact name of registrant as specified in its charter) Cayman Islands 001-37386 98-1420784 (State or other jurisdiction of incorporation) (Commiss

NOTE GUARANTEE

EX-4.2 4 brhc10044020ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NOTE GUARANTEE This Note Guarantee, dated as of November 10, 2022 (the “Note Guarantee”), is made by FTAI Aviation Ltd., a Cayman Islands exempted company (together with its successors and permitted assigns, the “Guarantor”), in favor of U.S. Bank National Association, acting in its capacity as trustee under the Indenture (as defined below), a

NOTE GUARANTEE

Exhibit 4.2 NOTE GUARANTEE This Note Guarantee, dated as of November 10, 2022 (the ?Note Guarantee?), is made by FTAI Aviation Ltd., a Cayman Islands exempted company (together with its successors and permitted assigns, the ?Guarantor?), in favor of U.S. Bank National Association, acting in its capacity as trustee under the Indenture (as defined below), and the holders of the Securities (as define

FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 3.1 FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 1 Section 1.2 Construction 7 ARTICLE II ORGANIZATION Section 2.1 Formation 7 Section 2.2 Name 7 Section 2.3 Registered Office; Registered Agent; Principal Office; Other Offices 7 Section 2.4 Purposes 8

NOTE GUARANTEE

Exhibit 4.3 NOTE GUARANTEE This Note Guarantee, dated as of November 10, 2022 (the ?Note Guarantee?), is made by FTAI Aviation Ltd., a Cayman Islands exempted company (together with its successors and permitted assigns, the ?Guarantor?), in favor of U.S. Bank National Association, acting in its capacity as trustee under the Indenture (as defined below), and the holders of the Securities (as define

NOTE GUARANTEE

Exhibit 4.3 NOTE GUARANTEE This Note Guarantee, dated as of November 10, 2022 (the ?Note Guarantee?), is made by FTAI Aviation Ltd., a Cayman Islands exempted company (together with its successors and permitted assigns, the ?Guarantor?), in favor of U.S. Bank National Association, acting in its capacity as trustee under the Indenture (as defined below), and the holders of the Securities (as define

NOTE GUARANTEE

Exhibit 4.1 NOTE GUARANTEE This Note Guarantee, dated as of November 10, 2022 (the ?Note Guarantee?), is made by FTAI Aviation Ltd., a Cayman Islands exempted company (together with its successors and permitted assigns, the ?Guarantor?), in favor of U.S. Bank National Association, acting in its capacity as trustee under the Indenture (as defined below), and the holders of the Securities (as define

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 9, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 FTAI Finance Hol

425 1 brhc10043918form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2022 FTAI Finance Holdco Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 333-266851 98-1420784 (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FORTRESS TRANSPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 2022 Fortress Transpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 27, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdic

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE Fortress Transportation and Infrastructure Investors LLC Reports Third Quarter 2022 Results, Declares Dividend of $0.30 per Common Share NEW YORK, October 27, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ:FTAI) (the “Company” or “FTAI”) today reported financial results for the third quarter 2022. The Company’s consolidated compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 FTAI Finance Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 FTAI Finance Holdco Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 333-266851 98-1420784 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for use of the Commission Only (as permitted by Rule 14a-

Fortress Transportation and Infrastructure Investors LLC Announces Date for Special Meeting of Shareholders

Exhibit 99.1 October 4, 2022 Fortress Transportation and Infrastructure Investors LLC Announces Date for Special Meeting of Shareholders NEW YORK, October 4, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ: FTAI), a Delaware limited liability company (?FTAI? or the ?Company?), announced today that its Board of Directors has set November 9, 2022 at 8:00 a.m.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdict

Fortress Transportation and Infrastructure Investors LLC Announces Date for Special Meeting of Shareholders

Exhibit 99.1 October 4, 2022 Fortress Transportation and Infrastructure Investors LLC Announces Date for Special Meeting of Shareholders NEW YORK, October 4, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ: FTAI), a Delaware limited liability company (?FTAI? or the ?Company?), announced today that its Board of Directors has set November 9, 2022 at 8:00 a.m.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdict

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 20, 2022 Fortress Transportation & Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdic

SECOND AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, D

Exhibit 10.1 Execution Version SECOND AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of September 20, 2022 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and MORGAN STANLEY SENIOR FUNDING, INC., as

Fortress Transportation and Infrastructure Investors LLC Announces Merger Which Will Eliminate Its Partnership Tax Classification and Result in the Public Entity Being a Corporation

Exhibit 99.1 August 15, 2022 Fortress Transportation and Infrastructure Investors LLC Announces Merger Which Will Eliminate Its Partnership Tax Classification and Result in the Public Entity Being a Corporation NEW YORK, August 15, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ: FTAI), a Delaware limited liability company (?FTAI? or the ?Company?) announce

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 FORTRESS TRANSPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdict

Fortress Transportation and Infrastructure Investors LLC Announces Merger Which Will Eliminate Its Partnership Tax Classification and Result in the Public Entity Being a Corporation

Exhibit 99.1 August 15, 2022 Fortress Transportation and Infrastructure Investors LLC Announces Merger Which Will Eliminate Its Partnership Tax Classification and Result in the Public Entity Being a Corporation NEW YORK, August 15, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ: FTAI), a Delaware limited liability company (?FTAI? or the ?Company?) announce

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ?Agreement?), dated as of August 12, 2022, by and among FTAI Finance Holdco Ltd. (which, following the Holdco Merger, will be known as FTAI Aviation Ltd.), a Cayman Islands exempted company (?Parent?), FTAI Aviation Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (?

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this ?Agreement?), dated as of August 12, 2022, by and among FTAI Finance Holdco Ltd. (which, following the Holdco Merger, will be known as FTAI Aviation Ltd.), a Cayman Islands exempted company (?Parent?), FTAI Aviation Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (?

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

EX-99.1 2 brhc10040446ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION On July 12, 2022, Fortress Transportation and Infrastructure Investors LLC (“FTAI”) announced that its Board of Directors approved the details and timing of the spin-off of its infrastructure business (the “Separation and Distrib

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdicti

Fortress Transportation and Infrastructure Investors LLC Announces Completion of FTAI Infrastructure Spin-Off

Exhibit 99.1 August 1, 2022 Fortress Transportation and Infrastructure Investors LLC Announces Completion of FTAI Infrastructure Spin-Off NEW YORK, August 1, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ: FTAI) (?FTAI?) announced today that it has successfully completed the spin-off of FTAI Infrastructure Inc. (?FTAI Infrastructure?) on August 1, 2022. St

TRADEMARK LICENSE AGREEMENT

Exhibit 10.3 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (this ?Agreement?) is entered into as of August 1, 2022 (the ?Effective Date?), by and between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (?Licensor?), and FTAI Infrastructure Inc., a Delaware corporation (?Licensee?). Licensor and Licensee are sometimes referred to herein

MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, FTAI FINANCE HOLDCO LTD., and the SUBSIDIARIES that are parties hereto FIG LLC

EXHIBIT 10.1 MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, FTAI FINANCE HOLDCO LTD., and the SUBSIDIARIES that are parties hereto and FIG LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER. 3 SECTION 3. DEVOTION OF TIME; ADDITIONAL ACTIVITIES. 7 SECTION 4. AGENCY. 7 SECT

SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC FTAI INFRASTRUCTURE INC. dated as of August 1, 2022 TABLE OF CONTENTS

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC and FTAI INFRASTRUCTURE INC. dated as of August 1, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 5 Section 1.2 Interpretation 14 ARTICLE II THE RESTRUCTURING Section 2.1 Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Interc

SERVICES AND PROFIT SHARING AGREEMENT dated as of [●], 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLC TABLE OF CONTENTS

Exhibit 10.2 SERVICES AND PROFIT SHARING AGREEMENT dated as of [?], 2022 between [NEWCO], FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC and FORTRESS WORLDWIDE TRANSPORTATION AND INFRASTRUCTURE MASTER GP LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. PAYMENTS. 2 SECTION 3. TAX TREATMENT AND TAX MATTERS. 3 SECTION 4. NO JOINT VENTURE. 4 SECTION 5. TERM; TERMINATION. 4 SEC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FORTRESS TRANSPORTATIO

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except per share data)

Exhibit 99.1 PRESS RELEASE Fortress Transportation and Infrastructure Investors LLC Reports Second Quarter 2022 Results, Declares Dividend of $0.33 per Common Share NEW YORK, July 27, 2022 (GLOBE NEWSWIRE) - Fortress Transportation and Infrastructure Investors LLC (NASDAQ:FTAI) (the ?Company? or ?FTAI?) today reported financial results for the second quarter 2022. The Company?s consolidated compar

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2022 Fortress Transportation & Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdiction

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 25, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

W I T N E S S E T H

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE, dated as of July 25, 2022 (this ?Supplemental Indenture?), to the Indenture (as defined below), between FTAI Infra Escrow Holdings, LLC, a Delaware limited liability company (the ?Issuer?), and U.S. Bank Trust Company, National Association, as Trustee (the ?Trustee?) and collateral agent (the ?Notes Collateral Agent?). W I T N E S S E T H

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 21, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 21, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

FTAI Announces Details for Completion of FTAI Infrastructure Spin-Off

Exhibit 99.1 ATTORNEY WORK PRODUCT, PRIVILEGED & CONFIDENTIAL FTAI Announces Details for Completion of FTAI Infrastructure Spin-Off NEW YORK-(BUSINESS WIRE)?Fortress Transportation and Infrastructure Investors LLC (?FTAI?; Nasdaq: FTAI) announced today that its Board of Directors has approved the details and timing of the spin-off of its infrastructure business. The spin-off will establish FTAI?s

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact Name of Registrant as Specified in Charter) Delaware 001-37386 32-0434238 (State or other jurisdiction of incorporation) Commission File Number (I.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 7, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdiction

FTAI INFRA ESCROW HOLDINGS, LLC (whose obligations are to be assumed by FTAI Infrastructure Inc.) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent Dated as of July 7, 2022 10.500% SENIOR SECURED NOTES DUE 2027 T

Exhibit 4.1 FTAI INFRA ESCROW HOLDINGS, LLC (whose obligations are to be assumed by FTAI Infrastructure Inc.) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent INDENTURE Dated as of July 7, 2022 10.500% SENIOR SECURED NOTES DUE 2027 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other

INVESTORS’ RIGHTS AGREEMENT

Exhibit 10.2 INVESTORS? RIGHTS AGREEMENT This INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2022, is made by and among FTAI Infrastructure Inc., a Delaware corporation (the ?Company?), each of the Parties listed on Exhibit A hereto from time to time as an ?Investor? and any Transferees who become party hereto in accordance with this Agreement (each, an ?Investor? and, collective

SUBSCRIPTION AGREEMENT

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on June 30, 2022 by and between FTAI Infrastructure LLC, a Delaware limited liability company (the ?Company?), a majority-owned subsidiary of Fortress Transportation & Infrastructure Investors LLC (?Parent?), Transtar, LLC, a Delaware limited liability company (?Transtar?), and the subsc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 30, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

CERTIFICATE OF DESIGNATIONS SERIES A SENIOR PREFERRED STOCK FTAI INFRASTRUCTURE INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON [●], 2022 Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF SERIES A SENIOR PREFERRED STOCK OF FTAI INFRASTRUCTURE INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON [?], 2022 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the ?DGCL?), FTAI Infrastructure Inc., a corporation duly organiz

WARRANT AGREEMENT FTAI INFRASTRUCTURE INC. AS WARRANT AGENT [●], 2022 TABLE OF CONTENTS

Exhibit 10.3 WARRANT AGREEMENT BETWEEN FTAI INFRASTRUCTURE INC. AND [?], AS WARRANT AGENT [?], 2022 TABLE OF CONTENTS Page SECTION 1. APPOINTMENT OF WARRANT AGENT 3 SECTION 2. ISSUANCES; EXERCISE PRICE 3 SECTION 3. FORM OF WARRANTS 4 SECTION 4. EXECUTION OF GLOBAL WARRANT CERTIFICATES 4 SECTION 5. REGISTRATION AND COUNTERSIGNATURE 5 SECTION 6. REGISTRATION OF TRANSFERS AND EXCHANGES 6 SECTION 7. D

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 29, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 27, 2022 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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 26, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FORTRESS TRANSPORTATI

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 28, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdicti

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except per share data)

PRESS RELEASE Fortress Transportation and Infrastructure Investors LLC Reports First Quarter 2022 Results, Board Approves FTAI Infrastructure Spin-off, Declares Dividend of $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fortress Transportation and Infrastructure Inve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Fortress Transportation and Infrastructure Investors LLC (Exact name of registrant as specified in its charter) Delaware 32-0434238 (State or other jurisdiction of incorporation or organization) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number No. 001-37386 Issuer: FORTRESS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number No. 001-37386 Issuer: FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC Exchange: The New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ? ? ?? ? ? Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 13, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact name of registrant as specified in its charter) Delaware 001-37386 32-0434238 (State or other jurisdicti

Fortress Transportation and Infrastructure Investors LLC to Transfer Stock Exchange Listing to Nasdaq

Exhibit 99.1 CONFIDENTIAL Fortress Transportation and Infrastructure Investors LLC to Transfer Stock Exchange Listing to Nasdaq NEW YORK, April [13], 2022 ? Fortress Transportation and Infrastructure Investors LLC (NYSE: FTAI) (the ?Company?) today announced it will transfer its common shares listing from the New York Stock Exchange (NYSE) to The Nasdaq Global Select Market. The Company expects th

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation AirOpCo 1ASL Bermuda Ltd. Bermuda AirOpCo 1ET Bermuda Ltd. Bermuda AirOpCo 1JT Bermuda Ltd. Bermuda AirOpCo 2 UZ Ireland DAC Ireland AirOpCo I SD Ireland DAC Ireland AirOpCo II KO Ireland DAC Ireland AirOpCo II ME Ireland DAC Ireland ARM Investment LLC Delaware Birmingham Southern Railroad Company Alabama CFC Investment LLC Delaware CL Lend

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.18 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of our common shares, our 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares (the ?Series A Preferred Shares?), our 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares (the ?Series B Preferred Shares?), our 8.25% Fix

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FORTRESS TRANSPORTATION AN

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except per share data)

Exhibit 99.1 PRESS RELEASE Fortress Transportation and Infrastructure Investors LLC Reports Fourth Quarter 2021 Results, Declares Dividend of $0.33 per Common Share NEW YORK, February 24, 2022 ? Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the ?Company? or ?FTAI?) today reported financial results for the fourth quarter and full year 2021. The Company?s consolidated compara

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 24, 2022 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdi

FTAI / Fortress Transportation and Infrastructure Investors LLC / BANK OF AMERICA CORP /DE/ Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Fortress Transportation & Infrastructure Investors LLC (Name of Issuer) Common Stock (Title of Class of Securities) 34960P101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as

Exhibit 10.1 Execution Version AMENDED & RESTATED CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Several Lenders and Issuing Banks from Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of December 2, 2021 JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lea

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 2, 2021 Fortress Transportation & Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdicti

CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Guarantors From Time to Time Party Hereto, The Several Lenders from Time to Time Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administra

Exhibit 10.2 Execution Version CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Guarantors From Time to Time Party Hereto, The Several Lenders from Time to Time Party Hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Dated as of December 2, 2021 MORGAN STANLEY SENIOR FUNDING, INC. and BARCLAYS BANK PLC, as Joint Lead Arran

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 28, 2021 Fortress Transportation & Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdicti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FORTRESS TRANSPOR

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except per share data)

Exhibit 99.1 PRESS RELEASE Fortress Transportation and Infrastructure Investors LLC Reports Third Quarter 2021 Results, Declares Dividend of $0.33 per Common Share NEW YORK, October 28, 2021 ? Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the ?Company? or ?FTAI?) today reported financial results for the third quarter 2021. The Company?s consolidated comparative financial st

W I T N E S S E T H

Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE, dated as of September 24, 2021 (this ?Supplemental Indenture?), to the Indenture (as defined below), between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (the ?Issuer?), and U.S. Bank National Association, as Trustee (the ?Trustee?). W I T N E S S E T H WHEREAS, the Issuer has executed and delivered to the

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 24, 2021 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisd

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 22, 2021 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisd

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 22, 2021 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisd

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (a Delaware limited liability company) Common Shares $0.01 par value UNDERWRITING AGREEMENT

Exhibit 1.1 12,000,000 Shares FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC (a Delaware limited liability company) Common Shares $0.01 par value UNDERWRITING AGREEMENT September 9, 2021 Barclays Capital Inc. Morgan Stanley & Co. LLC Citigroup Global Markets Inc. The Benchmark Company, LLC Compass Point Research & Trading, LLC BofA Securities, Inc. BTIG, LLC JMP Securities LLC Raymond Ja

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 9, 2021 Fortress Transportation & Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdict

CALCULATION OF REGISTRATION FEE

TABLE OF CONTENTS Filed Pursuant to Rule 424(B)(2) Registration No. 333-236770 CALCULATION OF REGISTRATION FEE ? Title of Each Class of Securities to be Registered ? ? Amount to be Registered ? ? Proposed Maximum Offering Price Per Share ? ? Proposed Maximum Aggregate Offering Price ? ? Amount of Registration Fee(2) ? ? Common Shares, par value $0.01 per share ? ? 13,800,000(1) ? ? $25.50 ? ? $351

Subject to Completion, dated September 8, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the Transtar acquisition and the funding of the Bridge Loans in connection therewith (the ?Transactions?). It sets forth: ? The historical condensed consolidated financial information of FTAI as

TRANSTAR, LLC AND SUBSIDIARIES Consolidated Financial Statements Report of Independent Auditors

Exhibit 99.1 TRANSTAR, LLC AND SUBSIDIARIES Consolidated Financial Statements Report of Independent Auditors To the Member of Transtar, LLC and subsidiaries We have audited the accompanying consolidated financial statements of Transtar, LLC and subsidiaries, which comprise the consolidated balance sheet as of December 31, 2020, and the related consolidated statements of operations, changes in memb

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 8, 2021 (July 28, 2021) Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION

Exhibit 99.3 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION Fortress Transportation and Infrastructure Investors LLC (the ?Company?) is providing Adjusted EBITDA of Transtar and Pro Forma Adjusted EBITDA (collectively, ?Adjusted EBITDA?) to supplement the condensed consolidated financial information of Transtar, LLC (?Transtar?), whic

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 3, 2021 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Guarantors from time to time party hereto, The Several Lenders from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administra

Exhibit 10.21 Execution Version CREDIT AGREEMENT among FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC, as the Borrower, The Guarantors from time to time party hereto, The Several Lenders from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Dated as of July 28, 2021 MORGAN STANLEY SENIOR FUNDING, INC. and BARCLAYS BANK PLC, as Joint Lead Arrange

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2021 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FORTRESS TRANSPORTATIO

RAILWAY SERVICES AGREEMENT

Exhibit 10.22 EXECUTION VERSION CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. RAILWAY SERVICES AGREEMENT THIS AGREEMENT, dated July 28, 2021 (this ?Agreement?), is by and among United States Steel Corporation, a Delaware corporation

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 28, 2021 Fortress Transportation and Infrastructure Investors LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-37386 32-0434238 (State or Other Jurisdictio

FTAI Reports Second Quarter 2021 Results, Declares Dividend of $0.33 per Common Share, Announces Closing of Transtar Acquisition, and Progression of Plan to Separate FTAI into Aerospace and Infrastructure Companies

EX-99.1 2 brhc10027314ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE FTAI Reports Second Quarter 2021 Results, Declares Dividend of $0.33 per Common Share, Announces Closing of Transtar Acquisition, and Progression of Plan to Separate FTAI into Aerospace and Infrastructure Companies NEW YORK, July 28, 2021 – Fortress Transportation and Infrastructure Investors LLC (NYSE:FTAI) (the “Company” or