10-K: FTAI Aviation Soars in 2025 with Strong Revenue Growth

Sentiment:

Annual Report


FTAI Aviation Ltd. reported a significant increase in net income and total revenues for the fiscal year ended December 31, 2025, driven by strong aerospace products and MRE contract performance.

Capital raiseThe 2025 Partnership completed its fundraise in October 2025 with $2.0 billion of equity commitments from third-party institutional investors.The company made a minority capital commitment and will make additional commitments to the 2025 Partnership in the same proportion relative to additional third-party institutional investors.The company is actively evaluating several potential transactions and related financings, including additional debt and equity financings, which could occur within the next 12 months.
Better than expectedNet income attributable to shareholders increased significantly to $477.494 million in 2025 from a loss of $(32.079) million in 2024.Total revenues grew substantially by $772.5 million, or 44.5%, year-over-year.Adjusted EBITDA increased by $328.9 million, or 38.2%, year-over-year.The successful fundraise of $2.0 billion for the 2025 Partnership indicates strong investor confidence and future growth potential.

Summary

  • Net income attributable to shareholders was $477.494 million in 2025, a significant improvement from a loss of $(32.079) million in 2024 and a profit of $212.022 million in 2023.
  • Total revenues increased by $772.5 million to $2,507.409 million in 2025, up from $1,734.901 million in 2024 and $1,170.896 million in 2023.
  • Aerospace products revenue grew by $520.6 million to $1,600.456 million in 2025, primarily due to increased CFM56-5B, CFM56-7B, and V2500 engine and module sales.
  • MRE Contract revenue, newly reported, contributed $335.788 million in 2025, driven by sales to the 2025 Partnership.
  • Adjusted EBITDA (non-GAAP) increased by $328.9 million to $1,190.922 million in 2025, compared to $862.050 million in 2024 and $597.282 million in 2023.
  • The Strategic Capital Initiative, launched in December 2024, saw its first partnership (the 2025 Partnership) complete a $2.0 billion equity fundraise in October 2025, focusing on 737NG and A320ceo aircraft.
  • Total consolidated assets stood at $4.4 billion and total equity at $334.2 million as of December 31, 2025.
  • The Aviation Leasing segment managed 290 aviation assets, comprising 47 commercial aircraft and 243 engines, with an approximate 77% utilization rate during the three months ended December 31, 2025.
  • An insurance settlement of $54.3 million was received in 2025 related to aircraft and engines located in Russia.
  • The company completed the internalization of its management function on May 28, 2024, eliminating management fees and incentive distributions to the Former Manager.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a very positive report, reflecting strong financial recovery and strategic execution, particularly in the Aerospace Products segment and the successful launch of the Strategic Capital Initiative.

Positives

  • Net income attributable to shareholders significantly increased to $477.494 million in 2025 from a loss of $(32.079) million in 2024.
  • Total revenues grew substantially by $772.5 million (44.5%) year-over-year to $2,507.409 million in 2025.
  • Aerospace Products revenue increased by $520.6 million, driven by strong CFM56-5B, CFM56-7B, and V2500 engine and module sales.
  • The Strategic Capital Initiative's 2025 Partnership successfully completed its fundraise in October 2025 with $2.0 billion in equity commitments.
  • A gain of $46.380 million was realized from the sale of 45 aircraft to the 2025 Partnership.
  • Received a $54.3 million insurance settlement related to aircraft and engines located in Russia.
  • Adjusted EBITDA increased by $328.9 million (38.2%) to $1,190.922 million in 2025.
  • The internalization of management is expected to result in operational cost savings.
  • Acquisitions of Pacific Aerodynamic Inc. (Pac Aero) and AerotechOPS (ATOPS) MRE business expanded repair capabilities and MRE operations.
  • The launch of FTAI Power, a platform focused on converting CFM56 engines to power turbines, indicates innovation and diversification.

Negatives

  • Asset sales revenue decreased by $85.2 million in 2025, primarily due to a change in the product mix of assets sold.
  • Lease income decreased by $20.128 million in 2025 compared to 2024.
  • Interest expense increased by $26.0 million in 2025, reflecting higher debt and interest rates.
  • Eight aircraft and seventeen engines remain located in Russia, with the timing and amount of any insurance recoveries uncertain.
  • Net cash used in operating activities increased to $(310.745) million in 2025 from $(187.956) million in 2024.
  • Total equity decreased from $175.883 million in 2023 to $81.368 million in 2024, before recovering to $334.174 million in 2025.

Risks

  • Uncertainty relating to macroeconomic conditions, including those affecting the commercial aviation industry, may reduce demand for assets, result in non-performance of contracts, or limit access to capital.
  • Reductions in cash flows from assets and contractual limitations on using aviation assets to secure debt.
  • Ability to take advantage of acquisition opportunities at favorable prices.
  • Ability to realize the anticipated benefits of strategic initiatives.
  • Lack of liquidity surrounding assets, which could impede the ability to vary the portfolio.
  • The relative spreads between the yield on acquired assets and the cost of financing.
  • Adverse changes in financing markets affecting the ability to finance acquisitions.
  • Customer or lessee defaults on their obligations.
  • Ability to renew existing contracts and enter into new contracts with existing or potential lessees.
  • The availability and cost of capital for future acquisitions.
  • Risks involving the Strategic Capital Initiative, including market risk, liquidity risk, valuation risk, key personnel risk, litigation risk, allocation and conflicts of interest risk, leverage risk, risks of loss related to investments, regulatory risk, and diligence risk.
  • Concentration of a particular type of asset (CFM56-5B, CFM56-7B, and V2500 engines and related parts) or in a particular sector.
  • Highly competitive markets for acquiring aviation assets and for products/services.
  • The success of the Aerospace Products segment is dependent upon the ability to manage its operational footprint, which could be affected by labor disruptions or other unforeseen circumstances.
  • Certain liens may arise on assets, impairing the ability to repossess, re-lease, or sell them.
  • The values of assets may fluctuate due to various factors, including market conditions, asset age, and technological advances.
  • Inability to generate a sufficient amount of cash or free cash flow to fund operations or repay indebtedness.
  • Use of joint ventures or partnerships may present unforeseen obstacles or costs.
  • Risks and costs of obsolescence of assets due to technological improvements or increased regulation.
  • Inability to obtain certain components from suppliers could harm the business.
  • Negative impacts from environmental, social, and governance (ESG) and sustainability-related matters, including reputational and financial risks.
  • Exposure to unforeseen maintenance costs for assets.
  • Changes in laws or regulations, including international trade laws, may adversely affect the ability to lease or sell assets.
  • Litigation to enforce contracts and recover assets has inherent uncertainties, especially in jurisdictions with less developed legal systems.
  • International operations involve additional risks, such as political uncertainties, armed hostilities, and foreign currency fluctuations.
  • Investments in emerging markets are subject to greater risks than developed markets.
  • Potential acquisitions in other aviation sectors could result in additional risks and unexpected regulatory compliance costs.
  • Implementing new or expanded platforms, products, and services, and keeping pace with technological developments, may require significant capital and operational risk.
  • Agreements governing indebtedness place restrictions on the company and its subsidiaries, reducing operational flexibility and creating default risks.
  • Terrorist attacks or other hostilities could negatively impact operations and profitability and expose the company to liability and reputational damage.
  • Projects in the aerospace products and services sector are exposed to a variety of unplanned interruptions.
  • If foreign currencies devalue against the U.S. dollar, lessees may be unable to meet payment obligations.
  • Inability to obtain sufficient capital would constrain the ability to grow the portfolio and increase revenues.
  • The effects of various environmental regulations may negatively affect the industries in which the company operates.
  • A cyberattack that bypasses IT security systems could lead to disruption and loss of business information.
  • Failure to realize some or all of the targeted benefits of the Internalization.
  • If deemed an investment company under the Investment Company Act, it could have a material adverse effect on the business.
  • If deemed an investment adviser under the Investment Advisers Act, it could have a material adverse effect on the business.
  • Difficulties in protecting interests as a Cayman Islands incorporated company, limiting ability to protect rights through U.S. federal courts.
  • The company has been and may be a passive foreign investment company (PFIC) and could be a controlled foreign corporation (CFC) for U.S. federal income tax purposes, resulting in adverse tax considerations for U.S. shareholders.
  • Exposure to U.S. federal income taxation on a net income basis if income is treated as effectively connected with a U.S. trade or business.
  • Loss of eligibility for an exemption from U.S. federal income taxation on rental income from aircraft used in international traffic if there is not sufficient trading in shares or if 50% of shares are held by certain 5% shareholders.
  • Increased and/or unanticipated tax liabilities, including from the Bermuda corporate income tax regime and OECD's BEPS 2.0 initiative.
  • The market price and trading volume of ordinary and preferred shares may be volatile.
  • Short sellers have and may in the future engage in activity intended to drive down the market price of ordinary shares.
  • An increase in market interest rates may have an adverse effect on the market price of shares.
  • Required evaluation of the effectiveness of internal controls under Section 404 of the Sarbanes-Oxley Act, with potential adverse effects if material weaknesses are identified.
  • Percentage ownership may be diluted in the future due to equity awards and other equity instruments.
  • Sales or issuances of ordinary shares could adversely affect the market price.
  • Incurrence or issuance of debt, which ranks senior to ordinary shares upon liquidation, and future issuances of equity or equity-related securities, may negatively affect the market price of ordinary shares.
  • Determination of how much leverage to use may adversely affect return on assets and reduce funds available for distribution.
  • The company may change its dividend policy at any time, and there is no assurance of future dividends.
  • Anti-takeover provisions in the Articles could delay or prevent a change in control.
  • If securities or industry analysts do not publish research or reports, or downgrade recommendations, share price and trading volume could decline.

Future Outlook

The company expects its primary investment activities to be through its Strategic Capital Initiative going forward, with the 2025 Partnership and follow-on partnerships serving as the main buyers of future on-lease 737NG and A320ceo aircraft. It anticipates providing aircraft management services and making minority investments in these future partnerships. The internalization of management is projected to yield operational cost savings. The company is actively evaluating potential acquisitions and related debt and equity financings within the next 12 months and expects its operating subsidiaries to generate sufficient cash flow to cover expenses and debt service. Short-term liquidity needs are expected to be met through cash on hand, borrowing capacity, future financings, and operating cash flows, with long-term strategic opportunities potentially funded by similar sources.

Management Comments

  • Our primary business model is to sell or lease engines via exchange through our proprietary Maintenance, Repair and Exchange (MRE) model.
  • We expect our primary investment activities to be through our Strategic Capital Initiative going forward.
  • We believe that by investing in a diverse mix of assets, we can select from among the best risk-adjusted investment opportunities.
  • Our management has significant prior experience, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our existing and newly acquired assets.
  • As part of our strategy, we are focused on supporting the transition to a low-carbon economy and aim to provide sustainable aviation solutions.
  • We value our relationship with our employees and place significant emphasis on employee engagement.
  • We believe we have sufficient liquidity to satisfy our cash needs, however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during various environments.
  • Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.

Industry Context

StockSavvy.ai notes that the strong performance in the Aerospace Products segment, particularly with CFM56 and V2500 engines, aligns with the ongoing recovery and robust demand in the narrowbody aircraft market. The Strategic Capital Initiative's focus on an asset-light model for 737NG and A320ceo aircraft positions the company to capitalize on the continued strength in these popular fleet types, while mitigating direct balance sheet exposure to asset ownership. The launch of FTAI Power also indicates a strategic move towards sustainable aviation solutions, a growing trend in the industry.

Comparison to Industry Standards

  • The company's focus on CFM56-5B, CFM56-7B, and V2500 engines positions it in a high-demand segment, as these engines power the widely used Boeing 737NG and Airbus A320ceo aircraft, which are workhorses for airlines globally.
  • The 77% utilization rate for aviation equipment in Q4 2025 is a solid performance indicator, comparable to leading aircraft lessors like AerCap or Air Lease Corporation, especially considering the ongoing recovery in global air travel.
  • The Strategic Capital Initiative, with its $2.0 billion equity commitment for the 2025 Partnership, demonstrates a competitive approach to asset acquisition, similar to how major private equity firms or specialized aviation funds structure their investments to scale operations without full balance sheet risk.
  • The acquisition of LMCES and Pac Aero expands in-house MRO capabilities, a strategy employed by integrated aviation service providers to capture more value across the asset lifecycle, differentiating from pure-play lessors.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Management FunctionFormer Manager (FIG LLC and Master GP)Internalized ManagementMay 28, 2024Termination of Management Agreement and internalization of management functions.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Management StructureInternalization of management function, terminating the Management Agreement with the Former Manager (FIG LLC and Master GP). The company ceased to be externally managed and operates as an internally managed company.May 28, 2024Expected operational cost savings, assumed general and administrative, and compensation and benefit expenses directly.
Incentive PlanEstablished the FTAI Aviation Ltd. 2025 Omnibus Incentive Plan to replace the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan, reserving 5.75 million ordinary shares for equity-based awards.May 29, 2025Provides for equity-based awards to directors, officers, employees, and service providers, aligning incentives with company performance.
Tax RegimeBermuda enacted a 15% corporate income tax regime (Bermuda CIT) that applies to Bermuda businesses that are part of multinational enterprise groups with annual revenue of 750 million or more.January 1, 2025Increased tax liabilities for Bermuda operations, impacting the company's overall tax position.

Legal Proceedings

  • The company is and may become involved in legal proceedings, including regulatory investigations and inquiries, in the ordinary course of business, but management does not expect current and threatened proceedings to have a material adverse effect.
  • A lessee in the offshore energy business did not fulfill its charter arrangement, with a range of potential losses against the obligation from $0.0 million to $3.3 million.
  • In January 2025, several short seller reports were published containing allegations against the company; an internal investigation by the Audit Committee concluded the allegations were without merit.

Related Party Transactions

  • Internalization Agreement: On May 28, 2024, the company paid the Former Manager (FIG LLC) $150.0 million in cash, issued 1,866,949 ordinary shares, and purchased Master GP's partnership interests in FTAI Aviation Holdco Ltd. for $30 thousand.
  • Transition Services Agreement: The Former Manager provided services to the company until October 31, 2024, and financial statement preparation services until May 31, 2025, for a fee equal to cost plus 10%.
  • Strategic Capital Initiative 2025 Partnership: Company subsidiaries entered into Aircraft Sale and Purchase Agreements with SPVs of the 2025 Partnership, which acquired 45 on-lease 737NG and A320ceo aircraft for approximately $500.0 million.
  • The company made a minority capital commitment and will make additional commitments to the 2025 Partnership.
  • As Servicer, the company provides aircraft management services to the 2025 Partnership for customary, market-based compensation, including servicing fees of $10.150 million in 2025.
  • The company entered into an MRE agreement to sell serviceable engines/modules and purchase unserviceable ones from the 2025 Partnership, resulting in MRE Contract revenue of $335.8 million in 2025.
  • A profit elimination of $(22.829) million was recorded for sales to the 2025 Partnership within equity in losses of unconsolidated entities.
  • The company paid refundable deposits of $26.4 million (2025) and $19.3 million (2024) on behalf of the 2025 Partnership, which were fully reimbursed by December 31, 2025 ($45.7 million).

Stakeholder Impact

  • Shareholders: Experienced a significant increase in net income and Adjusted EBITDA, indicating improved financial performance. Quarterly cash dividends were declared for both ordinary and preferred shares. Potential for future dilution exists due to equity awards and potential capital raises.
  • Employees: Benefit from the internalization of management, leading to direct employment and potentially better alignment with company goals. The 2025 Omnibus Incentive Plan provides equity-based compensation for retention and motivation.
  • Customers/Lessees: Benefit from the company's continued focus on high-demand CFM56/V2500 engines and the MRE model, supporting their operational needs. The Strategic Capital Initiative aims to scale narrowbody aircraft leasing, potentially offering more options.
  • Creditors: Face increased interest expense due to higher debt levels, but management asserts that adequate capital and borrowings are available, and the company remains in compliance with all debt covenants.

Next Steps

  • Continue primary investment activities through the Strategic Capital Initiative.
  • The 2025 Partnership, and follow-on partnerships, will be the primary buyer of all future on-lease 737NG and A320ceo aircraft.
  • Provide aircraft management services and make minority investments in future partnerships.
  • Actively evaluate potential acquisitions and related debt/equity financings within the next 12 months.
  • Pursue claims under insurance policies for assets remaining in Russia.
  • Pay cash dividend of $0.40 per ordinary share on March 23, 2026.
  • Pay cash dividends on Series C and D Preferred Shares on March 16, 2026.

Key Dates

DateDescription
2020-12-31Base date for performance graph comparison.
2021-11-01Company owned a 50% interest in Falcon MSN 177 LLC since this period.
2022-02-01Russian military forces launched significant military action against Ukraine, leading to sanctions and asset impairment.
2023-01-04Company invested $19.5 million for a 50% interest in Quick Turn Engine Center LLC.
2023-03-01Company issued 2,600,000 shares of 9.50% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares in a public offering.
2023-12-01Company completed the acquisition of the remaining equity interest of Quick Turn Engine Center LLC.
2023-12-27Government of Bermuda enacted a 15% corporate income tax regime (Bermuda CIT), effective for tax years beginning on or after January 1, 2025.
2024-04-11Company issued $700.0 million aggregate principal amount of senior unsecured notes due 2031 and completed a cash tender offer for $324.6 million of 2025 Notes.
2024-05-03Company purchased the remaining interest of Falcon MSN 177 LLC, making it a consolidated subsidiary.
2024-05-22The Revolving Credit Facility was amended and restated.
2024-05-28The Internalization Agreement became effective, terminating the Management Agreement and internalizing the company's management function.
2024-06-17Company issued $800.0 million aggregate principal amount of senior unsecured notes due 2032.
2024-06-18Company completed a cash tender offer for up to $300.0 million in aggregate principal amount of Senior Notes due 2027.
2024-09-09Company acquired certain assets and assumed certain liabilities of Lockheed Martin Commercial Engine Solutions (LMCES).
2024-10-09Company issued $500.0 million aggregate principal amount of senior unsecured notes due 2033 and redeemed the remaining $130.5 million of Senior Notes due 2027.
2024-10-29Redemption date for 8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares.
2024-10-31Transition Services Agreement with the Former Manager ended for most services.
2024-12-30Company announced the launch of its Strategic Capital Initiative in collaboration with third-party institutional investors.
2025-02-16Redemption date for 8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares.
2025-02-28Company issued restricted shares to select officers and employees with a grant date fair value of $5.5 million.
2025-05-29Company established the 2025 Omnibus Incentive Award Plan, replacing the previous plan.
2025-05-31Former Manager was required to continue providing services for financial statement preparation until this date.
2025-06-05Company invested $10.5 million for a 50% interest in Quick Turn Engine Center Europe S.r.l.
2025-06-30Aggregate market value of voting and non-voting ordinary equity held by non-affiliates was approximately $11.7 billion.
2025-10-01The 2025 Partnership completed its fundraise with $2.0 billion of equity commitments.
2025-11-01Company issued restricted shares to select employees with a grant date fair value of $0.3 million.
2025-12-30Company announced the launch of FTAI Power, a platform focused on converting CFM56 engines to power turbines.
2025-12-31Fiscal year ended.
2026-02-10Sixth Amended and Restated Aircraft Sale and Purchase Agreement amended and restated.
2026-02-24Board of Directors declared a cash dividend of $0.40 per ordinary share for Q4 2025 and cash dividends on Series C and D Preferred Shares for Q4 2025.
2026-02-25102,573,283 ordinary shares outstanding.
2026-02-27Date of this Annual Report on Form 10-K.
2026-03-09Record date for Series C and D Preferred Shares dividends.
2026-03-13Record date for ordinary shares dividend.
2026-03-16Payment date for Series C and D Preferred Shares dividends.
2026-03-23Payment date for ordinary shares dividend.
2027-11-05First vesting date for performance shares granted in November 2024.
2028-11-05Second vesting date for performance shares granted in November 2024.
2029-11-05Third vesting date for performance shares granted in November 2024.

Recommendation

strong buy

The company demonstrated a remarkable turnaround in 2025, moving from a net loss to substantial net income, driven by robust revenue growth in its core Aerospace Products segment and the successful launch of its Strategic Capital Initiative. The strategic shift to an asset-light model for narrowbody aircraft leasing, coupled with expanded MRO capabilities through acquisitions, positions the company for sustainable growth and improved profitability. The significant increase in Adjusted EBITDA and the successful $2.0 billion fundraise for the 2025 Partnership underscore strong operational execution and investor confidence. While increased debt and interest expenses are noted, the overall financial health and strategic direction appear very positive, suggesting strong future performance.

Keywords

Aviation, Aircraft Leasing, Engine Maintenance, MRO, CFM56, V2500, Aerospace Products, Strategic Capital Initiative, SEC Filing, 10-K, Financial Results, Asset Management, Narrowbody Aircraft, Engine Repair, Aviation Assets, Investment

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