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10-K2026-02-27· merged:deepseek-v4-flash

FTAI · FTAI Aviation Ltd.

0001628280-26-012940

SEC filing

Summary

Aerospace Products revenue surged 79% to $1.94B, driving a net income turnaround to $477M from a loss.

Key takeaways

Full analysis

Business

Company Overview

FTAI Aviation Ltd. is a Cayman Islands exempted company that describes itself as a leading independent engine maintenance platform. The company focuses on the CFM56-5B, CFM56-7B and V2500 aircraft engines which power the 737NG and A320ceo aircraft. Its primary business model is to sell or lease engines via exchange through its proprietary Maintenance, Repair and Exchange (MRE) model, reported under the Aerospace Products segment. As of December 31, 2025, FTAI had total consolidated assets of $4.4 billion and total equity of $334.2 million.

Reporting Segments

FTAI operates through two reporting segments. The Aerospace Products segment develops and manufactures, repairs/refurbishes and sells aircraft engines and aftermarket components primarily for CFM56-7B, CFM56-5B and V2500 engines. This segment includes the MRE model and the recently launched FTAI Power platform, which converts CFM56 engines to power turbines. The Aviation Leasing segment owns and manages a portfolio of on- and off-lease aircraft and engines. As of December 31, 2025, this segment held 290 aviation assets: 47 commercial aircraft and 243 engines, including eight aircraft and seventeen engines still located in Russia. During the three months ended December 31, 2025, aviation equipment was approximately 77% utilized. The company also launched a Strategic Capital Initiative in December 2024 to manage third-party capital, with the first partnership (2025 Partnership) raising $2.0 billion of equity commitments to acquire on-lease narrowbody aircraft.

Products & Platforms

Named platforms and products include the CFM56-5B, CFM56-7B, and V2500 engines; the MRE (Maintenance, Repair and Exchange) model; FTAI Power; Advanced Engine Repair JV (25% interest); and the Strategic Capital Initiative with its 2025 Partnership.

Go-To-Market & Customers

FTAI sells and leases engines directly to airlines and asset owners worldwide, primarily through the MRE exchange model. The company also provides asset management services. Customer concentration is notable: as of and for the year ended December 31, 2025, one customer represented 23% of total accounts receivable, and two customers in the Aerospace Products segment contributed 13% and 10% of total revenue, respectively. The company believes it is not dependent on any particular customer due to ability to re-lease or resell assets.

Competition

The business of acquiring, managing and marketing aviation assets is highly competitive. Competitors include traditional aviation companies, commercial and investment banks, hedge funds, private equity funds, and other private investors. Additionally, markets for products and services face competition from engine and aircraft parts manufacturers, lessors, airline services and repair companies, and spare parts distributors.

Strategy

FTAI's strategy includes owning a diverse mix of high-quality aviation assets that generate predictable cash flows, focusing on CFM56 and V2500 engines with its MRE model, internalizing management to eliminate management fees and incentive distributions, launching the Strategic Capital Initiative for an asset-light business model, and supporting the transition to a low-carbon economy through sustainable aviation solutions.

Human Capital

As of December 31, 2025, FTAI had 985 full-time employees and independent contractors. Approximately 71% of its 494 full-time employees in Canada are covered by collective bargaining agreements. The company emphasizes employee engagement, inclusive workplace, and career growth opportunities.

Period Performance

Period Performance

FTAI Aviation's total revenue for 2025 reached $2,507.4 million, a 44% increase from $1,734.9 million in 2024, driven by robust growth in the Aerospace Products segment. Aerospace Products revenue surged 79% to $1,936.2 million, fueled by a $499.7 million increase in CFM56-5B, CFM56-7B and V2500 engine and module sales and the new MRE Contract revenue of $335.8 million from the 2025 Partnership. The Aviation Leasing segment saw a 9% decline to $571.2 million, primarily due to a $85.2 million decrease in asset sales, partially offset by higher maintenance revenue and servicing fees.

Gross profit increased 27% to $1,157.7 million, but gross margin contracted from 52.4% to 46.1%, reflecting lower-margin engine sales mix. Operating income soared to $741.3 million from $237.8 million, a 212% jump, as operating expenses increased modestly and the prior year included a $300 million internalization fee. Net income attributable to shareholders turned positive at $477.5 million versus a loss of $32.1 million in 2024, aided by higher operating income, a $46.4 million gain on sale to the 2025 Partnership, and $54.3 million in insurance recoveries. Adjusted EBITDA grew 38% to $1,190.9 million.

Segment Dynamics

Aerospace Products was the primary growth engine, with income before taxes of $650.7 million (33.6% margin), up from $368.6 million in 2024. The segment's expansion was driven by higher engine sales and the new MRE contract with the 2025 Partnership. Aviation Leasing delivered income before taxes of $333.6 million (58.4% margin), despite lower asset sales, benefiting from increased maintenance revenue and a $54.3 million insurance settlement. Corporate and Other reported a loss of $354.8 million, reflecting $247.8 million in interest expense and $80.7 million in operating expenses, partly offset by lower general and administrative costs.

Forward View

Management highlighted the Strategic Capital Initiative as a key growth avenue, with the 2025 Partnership raising $2.0 billion in equity commitments and serving as the primary buyer of future on-lease narrowbody aircraft. The company expects to maintain an asset-light model while earning servicing fees. No specific numerical guidance was provided, but the internalization of management is expected to yield operational cost savings. Risks include the ongoing Russia-Ukraine conflict with $210.7 million insured assets still in Russia, and potential conflicts of interest in allocating investment opportunities between the company and the partnerships.

Notes & Operating Detail

Balance Sheet & Liquidity

As of December 31, 2025, FTAI Aviation held $300.5M in cash and equivalents, stable versus $115.1M at year-end 2024. Total debt stood at $3.45B (net), primarily composed of senior unsecured notes with maturities from 2028 to 2033. Shareholders' equity increased sharply to $334.2M from $81.4M, driven by $501.1M net income partially offset by dividends and preferred redemptions. Inventory ballooned to $1.19B from $551.2M, reflecting engine parts and modules for the growing MRE contract business.

Commitments & Contractual Obligations

The notes disclose no material purchase commitments. Minimum future lease revenues under existing operating leases total $595.8M through 2030 and beyond. The 2025 Partnership (strategic capital initiative) closed with $2.0B equity commitments; the Company invested $291.5M for a 19% stake and provides MRE services under a $335.8M contract.

Capital Allocation

Dividends: Ordinary shareholders received $1.35 per share in 2025 ($0.40 quarterly for Q4 2025), a 12.5% increase from $1.20 in 2024. Preferred dividends totaled $17.2M. No share buyback program was active. Debt activity: $480M in new borrowings and $480M repayment (net zero), with no net issuance in 2025. Capital expenditures reached $686.5M, or 27.4% of total revenue, mainly for leasing equipment ($658.8M) and property/plant ($27.7M).

Segment / Geographic Mix

Aerospace Products generated $1.94B revenue (up 79% YoY) and $548.3M net income (28.3% margin). Revenue was geographically diversified: North America 58.5%, Europe 21.4%, Asia 14.2%. Aviation Leasing revenue dipped 9% to $571.2M but net income improved to $271.4M (47.5% margin), driven by maintenance revenue of $218.5M and lease income $235.2M. The segment's geographic revenue was led by Europe (42.8%), Asia (28.1%), and North America (19.6%).

Risk Factors

Macroeconomic & Geopolitical Risks

The filing emphasizes cyclicality in aviation and dependence on economic conditions. Uncertainty from inflation, tariffs, and geopolitical events (Russia-Ukraine conflict) could reduce demand and increase lessee defaults. The company holds assets in Russia, which are now subject to sanctions and potential inaccessibility. Emerging market exposures add enforcement and currency risks.

Sector & Asset-Specific Risks

A key concentration risk is the portfolio's focus on CFM56-5B, CFM56-7B, and V2500 engines. Any shift in demand, technological obsolescence, or design problems could materially impact values and lease rates. Oversupply in the aviation industry historically depresses rates and values; factors include manufacturer production levels and retirements.

Strategic Capital Initiative

Launched in late 2024, this initiative involves partnerships to acquire on-lease narrowbody aircraft. It introduces multiple new risks: market conditions affecting capital raising, liquidity of illiquid assets, valuation subjectivity, reliance on key personnel, potential litigation as servicer, conflicts in allocating opportunities, and leverage risk. The company's minority investments are also at risk of loss.

Regulatory & Tax Risks

Heavy regulation by FAA and foreign agencies requires compliance; failure could halt product sales. International trade laws, sanctions, and tariffs create compliance burdens. Tax risks include potential PFIC/CFC status causing adverse U.S. tax consequences for shareholders, and loss of Section 883 exemption for international rental income, which would subject such income to U.S. tax.

Financial & Market Risks

The company had $3.4B in debt as of Dec 2025. Covenants restrict operations and create default risk. Rising interest rates increase borrowing costs and could depress share price. The company's share price is volatile, partly due to short seller activity; a January 2025 attack prompted an internal investigation, which found allegations meritless but could recur. Future short seller reports could lead to volatility and regulatory scrutiny.

Operational & Supply Chain Risks

Facility disruptions (labor, natural disasters, cyberattacks) could halt maintenance operations. Dependence on suppliers for component parts; disruptions or price increases could affect ability to fulfill contracts. Cybersecurity threats, while not yet material, remain a concern.

Cash Flow Quality

Cash Flow Quality

The provided document excerpt does not contain the cash flow statement figures. It includes an audit report and a critical audit matter regarding maintenance revenue recognition for aircraft leases. Without the cash flow data, analysis of CFO vs net income, capex intensity, FCF coverage, or working capital anomalies is not possible.