FTAI Aviation Ltd. 8-K

What Happened
FTAI Aviation Ltd. announced on Jan 22, 2026 that it adopted the FTAI Aviation Strategic Capital Profit Participation Plan (the "PPP"), a carried-interest style incentive program. The PPP makes eligible employees — including the company’s executive officers — eligible to receive rights to profit participation distributions generated by investments made by the company’s Strategic Capital Initiative and its related partnerships, paid to the Strategic Capital Initiative’s servicer (the general partner).

Key Details

• Adoption date: January 22, 2026; PPP exhibit will be filed later with the SEC.
• Structure: Carried-interest (“profit participation”) awards tied to profits from individual partnerships in the Strategic Capital Initiative; awards are determined partnership-by-partnership (no aggregation).
• Vesting: Generally a four-year ratable schedule (25% vesting on each anniversary); company can change or accelerate vesting. Unvested awards generally forfeit on non-qualifying terminations.
• Acceleration and distributions: Awards automatically accelerate on termination without cause, for good reason, death or disability ("qualifying terminations"). On a change in control, awards remain outstanding and continue to vest; vesting accelerates if the successor does not assume or if a qualifying termination occurs within 12 months. Profit distributions are paid in full only for vested awards; while employed, participants receive distributions on a fully-vested basis.
• Timing/Participants: Company expects to grant awards beginning in 2026 in respect of FTAI Aircraft Leasing (2025) GP, L.P., the servicer of related 2025 SPVs. PPP awards do not include rights to any partnership value accrued before the grant date or to management/servicing fees unless otherwise agreed.

Why It Matters
The PPP aligns employee and executive compensation with the performance of FTAI’s Strategic Capital Initiative and its asset-management activities rather than with fixed salary or equity alone. For investors, this means the company is using a carried-interest style incentive to attract and retain talent and to tie pay to fund performance; however, the filing discloses no dollar amounts or potential payout sizes, so any financial impact on future results or cash flows is contingent on partnership profits and not specified in this 8-K.