What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-03-13 compared with 2024-03-27 · 387 added, 244 removed, 1320 unchanged (32% of the section changed)

5 unchanged sentences

Consolidated and Combined Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022 and 2021

Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022

Consolidated and Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022

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We have audited the accompanying consolidated balance sheets of FTAI Infrastructure Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated and combined consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated and combined consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated and combined consolidated statements of operations, comprehensive (loss) income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated and combined consolidated financial statements”).

In our opinion, the consolidated and combined consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 26, 2024 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 13, 2025 expressed an unqualified opinion thereon.

Company’s disclosure of an additional measure of segment profit or loss

In Note 15 to the consolidated and combined consolidated financial statements, the Company has elected to disclose Adjusted EBITDA (Adjusted EBITDA is defined as net income (loss) attributable to stockholders and Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA) as a segment profit or loss measure as permitted pursuant to ASC 280 and that the U.S.

Securities and Exchange Commission (SEC) defines as a non-GAAP measure.

Accordingly, we express no opinion on whether the segment profit or loss measure complies with SEC Regulation S-K, Item 10(e) and Regulation G, Item 101.

Basis for Opinion

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the consolidated and combined consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the account or disclosure to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated and combined consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Valuation of Goodwill - Jefferson Terminal Reporting Unit

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Auditing the fair value estimate of the Jefferson Terminal reporting unit used in the annual goodwill impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the Jefferson Terminal reporting unit.

In particular, the fair value estimate was sensitive to significant assumptions such as the forecasted revenue growth rates, earnings before interest, income taxes, depreciation and amortization (“EBITDA”) margins, capital expenditures and discount rate, which are affected by expectations about the Company’s ability to secure new contracts and increase volumes from existing contracts as well as expectations about the overall industry, market and economic conditions.

In particular, the fair value estimate was sensitive to significant assumptions such as the forecasted revenue growth rates, capital expenditures and discount rate, which are affected by expectations about the Company’s ability to secure new contracts and increase volumes from existing contracts as well as expectations about the overall industry, market and economic conditions.

How We Addressed the Matter in Our Audit To test the estimated fair value of the Company’s Jefferson Terminal reporting unit for use in the goodwill impairment assessment, we performed audit procedures that included, among others, assessing the valuation methodology used and testing the significant assumptions, described above, and the completeness and accuracy of the underlying data used by the Company in its impairment test.

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Cash and cash equivalents 2 $ 27,785 $ 29,367

Restricted cash 2 58,112 113,156

Restricted cash and cash equivalents 2 119,511 58,112

Accounts receivable, net 2 52,994 55,990

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Accounts payable and accrued liabilities 2 $ 176,425 $ 130,796

Debt, net 48,594 —

Operating lease liabilities 10 7,172 7,218

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Gain (loss) on sale of assets, net 2,370 6,855 ( 1,603 )

Loss on extinguishment of debt ( 2,036 ) — —

Loss on modification or extinguishment of debt ( 8,925 ) ( 2,036 ) —

Interest expense ( 122,108 ) ( 99,603 ) ( 53,239 )

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Loss before income taxes ( 262,751 ) ( 157,280 ) ( 183,049 )

Provision for (benefit from) income taxes 13 2,470 4,468 ( 3,630 )

Provision for income taxes 13 3,313 2,470 4,468

Net loss ( 266,064 ) ( 159,750 ) ( 187,517 )

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FTAI INFRASTRUCTURE INC.

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Dollars in thousands)

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Net loss $ ( 266,064 ) $ ( 159,750 ) $ ( 187,517 )

Other comprehensive income (loss):

Other comprehensive income (loss) related to equity method investees (1)

Other comprehensive (loss) income:

Other comprehensive (loss) income related to equity method investees ( 2,523 ) 123,845 ( 149,078 )

Changes in pension and other postretirement benefit accounts (1)

23,987 ( 2,227 ) 4,409

Changes in pension and other employee benefit accounts ( 2,227 ) 4,409 ( 237 )

Total other comprehensive income (loss) 21,464 121,618 ( 144,669 )

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Comprehensive loss attributable to non-controlling interests ( 42,419 ) ( 38,414 ) ( 33,933 )

Comprehensive income (loss) attributable to stockholders/Former Parent $ 282 $ ( 298,253 ) $ ( 209,096 )

Comprehensive (loss) income attributable to stockholders/Former Parent $ ( 202,181 ) $ 282 $ ( 298,253 )

______________________________________________________________________________________

(1) Net of deferred tax (benefit) expense of $ — , $ — and $( 936 ) for the years ended December 31, 2023, 2022 and 2021, respectively.

(1) Net of deferred tax expense of $ 1.9 million, $ — and $ — for the years ended December 31, 2024, 2023 and 2022, respectively.

See accompanying notes to the consolidated and combined consolidated financial statements.

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Net transfers from Former Parent ( 617,321 ) ( 617,321 )

Equity-based compensation 4,038 4,038

Equity - December 31, 2021 $ — $ 1,617,601 $ — $ — $ ( 155,464 ) $ ( 91 ) $ 1,462,046

Net loss ( 92,747 ) ( 60,837 ) ( 33,933 ) ( 187,517 )

Other comprehensive loss ( 144,669 ) ( 144,669 )

Total comprehensive loss — ( 92,747 ) — ( 60,837 ) ( 144,669 ) ( 33,933 ) ( 332,186 )

Net transfers to Former Parent ( 617,321 ) ( 617,321 )

Distribution by Former Parent 994 ( 907,533 ) 906,539 —

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Equity - December 31, 2023 $ 1,006 $ — $ 843,971 $ ( 182,173 ) $ ( 178,515 ) $ ( 71,430 ) $ 412,859

Net loss ( 223,645 ) ( 42,419 ) ( 266,064 )

Other comprehensive income 21,464 21,464

Total comprehensive (loss) income — — — ( 223,645 ) 21,464 ( 42,419 ) ( 244,600 )

Distributions to non-controlling interests ( 15,039 ) ( 15,039 )

Issuance of common shares 133 419 552

Dividends and accretion of redeemable preferred stock ( 70,814 ) ( 70,814 )

Dividends declared on common stock ( 13,124 ) ( 13,124 )

Settlement of equity-based compensation ( 2,906 ) ( 426 ) ( 3,332 )

Equity-based compensation 6,835 1,801 8,636

Equity - December 31, 2024 $ 1,139 $ — $ 764,381 $ ( 405,818 ) $ ( 157,051 ) $ ( 127,513 ) $ 75,138

See accompanying notes to the consolidated and combined consolidated financial statements.

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Equity in losses of unconsolidated entities 55,496 24,707 67,399

(Gain) loss on sale of assets ( 6,855 ) 1,603 ( 16 )

Loss on extinguishment of debt 2,036 — —

(Gain) loss on sale of assets, net ( 2,370 ) ( 6,855 ) 1,603

Loss on modification or extinguishment of debt 8,925 2,036 —

Gain on sale of easement ( 3,486 ) — —

Equity-based compensation 8,636 9,199 4,146

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Change in fair value of non-hedge derivatives — 1,125 ( 1,125 )

Amortization of deferred financing costs 6,769 4,393 2,599

Amortization of financing costs 6,248 6,769 4,393

Bad debt expense 863 1,977 575

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Other liabilities ( 7,001 ) 1,125 ( 4,709 )

Net cash provided by (used in) operating activities 5,513 ( 42,690 ) ( 61,716 )

Net cash (used in) provided by operating activities ( 15,278 ) 5,513 ( 42,690 )

Cash flows from investing activities:

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Acquisition of property, plant and equipment ( 79,536 ) ( 99,022 ) ( 217,141 )

Investment in convertible promissory notes ( 36,044 ) ( 47,454 ) ( 10,000 )

Investment in promissory notes ( 31,438 ) ( 36,044 ) ( 47,454 )

Investment in equity instruments ( 5,000 ) — —

Proceeds from sale of leasing equipment — 105 —

Proceeds from insurance recoveries 267 — —

Proceeds from sale of property, plant and equipment 1,198 1,087 7,144

Proceeds from sale of easement 3,486 — —

Net cash used in investing activities $ ( 118,137 ) $ ( 147,123 ) $ ( 267,266 )

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Cash flows from financing activities:

Proceeds from debt $ 181,350 $ 519,025 $ 451,100

Proceeds from debt, net $ 498,426 $ 181,350 $ 519,025

Repayment of debt ( 247,594 ) ( 75,131 ) —

Payment of deferred financing costs ( 8,834 ) ( 13,605 ) ( 12,413 )

Payment of financing costs ( 11,438 ) ( 8,834 ) ( 13,605 )

Proceeds from issuance of redeemable preferred stock — — 291,000

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Net cash provided by financing activities 193,232 79,447 157,743

Net (decrease) increase in cash and cash equivalents and restricted cash ( 62,163 ) ( 152,213 ) 246,434

Cash and cash equivalents and restricted cash, beginning of period 149,642 301,855 55,421

Cash and cash equivalents and restricted cash, end of period $ 87,479 $ 149,642 $ 301,855

Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 59,817 ( 62,163 ) ( 152,213 )

Cash and cash equivalents and restricted cash and cash equivalents, beginning of period 87,479 149,642 301,855

Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 147,296 $ 87,479 $ 149,642

Supplemental disclosure of cash flow information:

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Non-cash change in equity method investment ( 2,523 ) 123,845 ( 149,078 )

Financing fees ( 16,158 ) — —

See accompanying notes to the consolidated and combined consolidated financial statements.

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The Company’s financial statements for the periods through the Spin-off Date are combined consolidated financial statements.

The Company’s financial statements for the period after the Spin-off Date through December 31, 2023 are consolidated financial statements based on the reported results of FTAI Infrastructure Inc.

The Company’s financial statements for the periods after the Spin-off Date through December 31, 2024 are consolidated financial statements based on the reported results of FTAI Infrastructure Inc.

as a standalone company.

The historical results of operations, financial position, and cash flows of FTAI Infrastructure represented in the combined consolidated financial statements may not be indicative of what they would have been had FTAI Infrastructure actually been a separate standalone entity during such periods, nor are they necessarily indicative of our future results of operations, financial position, and cash flows.

The historical results of operations and cash flows of FTAI Infrastructure represented in the combined consolidated financial statements may not be indicative of what they would have been had FTAI Infrastructure actually been a separate standalone entity during such periods, nor are they necessarily indicative of our future results of operations and cash flows.

Basis of Presentation:

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All significant intercompany transactions between Former Parent and FTAI Infrastructure have been included as components of Net Former Parent investment in the combined consolidated financial statements, as they are to be considered effectively settled upon effectiveness of the spin-off.

The combined consolidated financial statements are presented as if our businesses had been combined for all periods presented.

The combined consolidated financial statements are presented as if our businesses had been combined for all periods presented prior to the Spin-off date.

Principles of Combination —FTAI Infrastructure had elected the principles of combined consolidated financial statements as the basis of presentation for the periods through the Spin-off Date due to common ownership and management of the entities, which includes the financial results of the Railroad, Jefferson Terminal, Repauno, Power and Gas, and Sustainability and Energy Transition segments.

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Corporate Function —For the periods through the Spin-off Date, the combined consolidated financial statements include all revenues and costs directly attributable to FTAI Infrastructure and an allocation of certain expenses.

The Former Parent was externally managed by FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), which performed the Former Parent’s corporate function, and incurred a variety of expenses including, but not limited to, information technology,

For purposes of the Combined Consolidated Statements

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

accounting, treasury, tax, legal, corporate finance and communications.

For purposes of the Combined Consolidated Statements of Operations, an allocation of these expenses was included to reflect our portion of such corporate overhead from the Former Parent.

of Operations, an allocation of these expenses was included to reflect our portion of such corporate overhead from the Former Parent.

The charges reflected have either been specifically identified or allocated based on an estimate of time spent on FTAI Infrastructure.

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We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S.

Liquidity —In performing the first step of the evaluation under ASC 205-40, management concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support, in full, the repayment of Jefferson Terminal’s Taxable Series 2020B Bonds totaling $ 79.1 million that mature on January 1, 2025, the Company’s operating and capital expenditure commitments and dividend payments on Series A Preferred Stock.

In performing the second step of this assessment, the Company evaluated whether it is probable that the Company’s plans will be effectively implemented within one year after the financial statements are issued and whether it is probable that those plans will alleviate the liquidity risk raised in the first step of the evaluation.

Management has approved a plan to alleviate liquidity risk by:

(i) refinancing the Taxable Series 2020B Bonds prior to their maturity date, including contributing additional unencumbered assets as collateral;

(ii) delaying planned capital expenditures;

(iii) electing to defer payment of the management fee and expense reimbursements to the Manager;

(iv) continuing to accrue paid-in-kind dividends on its Series A Senior Preferred Stock;

and (v) eliminating future dividends on common stock, excluding the common dividend that our board of directors declared on February 29, 2024 that will be paid on April 5, 2024.

Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated and combined consolidated financial statements were issued.

Liquidity —As disclosed in Note 19, subsequent to December 31, 2024, the Company has (i) extended the maturity dates of its EB-5 and EB-5.2 Loan Agreements to January 25, 2027 and March 10, 2027, respectively, (ii) amended its October 2024 Jefferson Credit Agreement to include the option to extend its maturity date to April 1, 2026 and (iii) executed an additional loan agreement for $30.0 million at its Repauno segment that will be due July 18, 2025 and includes the option to extend its maturity date to April 1, 2026.

Notwithstanding these actions, Management concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to meet its obligations as they become due, when including cash dividend payments on its Series A Preferred Stock.

However, Management has approved a plan to accrue paid-in-kind dividends on the Series A Preferred Stock which would preclude the payment of future dividends on common stock, excluding the common dividend that our board of directors declared on February 27, 2025 that will be paid on March 26, 2025 (see Note 19).

In addition, Management will exercise the options to extend the maturity dates of the debt instruments noted above, as needed.

Management will continue to evaluate its liquidity and financial position and update future plans accordingly.

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A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Delaware River Partners LLC

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Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development.

We currently hold an approximately 98 % economic interest, and a 100 % voting interest in DRP.

We currently hold an approximately 98 % economic interest, and a 100 % voting interest in

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

DRP is solely reliant on us to finance its activities and therefore is a VIE.

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Cash and Cash Equivalents —We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

Restricted Cash —Restricted cash consists of prepaid interest and principal pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal.

Restricted Cash and Cash Equivalents —Restricted cash and cash equivalents consists of cash in money market funds and other permitted highly liquid short term investments that can be used for principal, interest and project funding pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal.

Property, Plant and Equipment, Leasing Equipment and Depreciation —Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows:

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Scrap value at end of useful life

Vehicles 5 - 7 years from date of manufacture

Scrap value at end of useful life

Furniture and fixtures 3 - 6 years from date of purchase

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Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized.

Significant spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service.

Spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service.

We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted.

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In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge.

Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources.

The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.

Other Current Assets —Other current assets is comprised of:

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

Other Current Assets —Other current assets is primarily comprised of commodities inventory of $ 0.3 million and $ 3.6 million, deposits of $ — million and $ 22.8 million, note receivable of $ 21.4 million and $ 20.0 million, prepaid expenses of $ 8.9 million and $ 16.4 million, other receivables of $ 5.7 million and $ — million and other assets of $ 5.7 million and $ 4.5 million as of December 31, 2023 and 2022, respectively.

December 31, 2024

December 31, 2023

Commodities inventory

Note receivable

Prepaid expenses

Other receivables

Total other current assets

$ 19,561 $ 42,034

For the year ended December 31, 2024, the Company determined that its note receivable from an investment included in the Sustainability and Energy Transition segment should be impaired due to the investment continuing to generate operating losses and not achieving expected results.

The related impairment charge is recorded in Asset impairment charges in the Consolidated and Combined Consolidated Statements of Operations for the year ended December 31, 2024.

Other Assets —Other assets consists of a note receivable of $ 11.9 million and $ 11.7 million as of December 31, 2024 and 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable.

The Company records interest income, which is included in Other income (expense), on this note receivable using the contractual interest rate.

Other assets also consists of capitalized contract costs of $ 17.6 million and $ — million as of December 31, 2023 and 2022.

The Company records interest income, which is included in Other income (expense) in the Consolidated and Combined Consolidated Statements of Operations, on this note receivable using the contractual interest rate.

Other assets also consists of capitalized contract costs of $ 18.6 million and $ 17.6 million as of December 31, 2024 and 2023, respectively.

Accounts Payable and Accrued Liabilities —Accounts payable and accrued liabilities primarily include payables relating to construction projects, interline payables to other railroads, accrued compensation, interest and payables to the Manager.

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As of December 31, 2023, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $ 122.7 million, $ 147.2 million, and $ 5.4 million, respectively.

During 2023, an immaterial adjustment was recorded to the goodwill and property, plant and equipment balances of the Railroad segment.

We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

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We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis.

This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, EBITDA margins, capital expenditures and discount rates.

The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units.

In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment.

Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review.

If the forecasted cash flows or other key inputs are

This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates.

The estimates

FTAI INFRASTRUCTURE INC.

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negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.

The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% but less than 20% as of October 1, 2023.

and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units.

In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment.

Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review.

If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results.

The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% as of October 1, 2024.

The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads.

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The weighted-average remaining amortization period for customer relationships was 138 months and 144 months as of December 31, 2024 and 2023, respectively.

Redeemable Preferred Stock —We classify the Series A Senior Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders.

Redeemable Preferred Stock —We classify the Series A Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders.

The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030.

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Our ancillary services revenue primarily relates to demurrage and storage services.

Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis.

Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided.

Lease Income —Lease income consists of rental income from tenants for storage space.

Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement.

Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day

FTAI INFRASTRUCTURE INC.

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Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided.

Lease Income —Lease income consists of rental income from tenants for storage space.

Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement.

Roadside Services Revenues —Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries.

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Other revenues are typically invoiced and paid on a monthly basis.

Additionally, other revenue includes revenue related to derivative trading activities.

Payment terms for revenues are generally short term in nature.

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We earned approximately 13 %, 12 % and 10 % of our consolidated revenue from one customer within the Jefferson Terminal segment during the years ended December 31, 2024, 2023 and 2022, respectively, and 50 %, 51 % and 51 % from one customer within the Railroad segment during the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56 % of total accounts receivable, net.

During the year ended December 31, 2024, revenues from one customer in each of the Railroad and Jefferson Terminal segments accounted for $ 165.7 million and $ 44.6 million, respectively.

As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48 % of total accounts receivable, net.

As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56 % of total accounts receivable, net.

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We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging.

During the year ended December 31, 2023, the Company recorded bad debt expense of $ 2.2 million, which is included in Operating expenses, relating to one customer in the Corporate and Other segment.

Expense Recognition —Expenses are recognized on an accrual basis as incurred.

Acquisition and Transaction Expenses —Acquisition and transaction expense is comprised of costs related to business combinations, dispositions and terminated deal costs related to asset acquisitions, including advisory, legal, accounting, valuation and other professional or consulting fees.

Comprehensive Income (Loss) —Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive loss represents net loss, as presented in the Consolidated and Combined

FTAI INFRASTRUCTURE INC.

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Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive loss related to cash flow hedges of our equity method investees and pension and other employee benefit accounts.

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive loss at December 31, 2024 are as follows:

Equity method investee Pension and other postretirement benefit accounts Total

Balance at beginning of period $ ( 180,460 ) $ 1,945 $ ( 178,515 )

Other comprehensive income (loss) before reclassification ( 2,523 ) 22,490 $ 19,967

Amounts reclassified from accumulated other comprehensive loss — 1,497 $ 1,497

Net current period other comprehensive loss, net of tax ( 2,523 ) 23,987 $ 21,464

Accumulated other comprehensive loss $ ( 182,983 ) $ 25,932 $ ( 157,051 )

Reclassifications out of accumulated other comprehensive loss during 2024 were immaterial.

Components of accumulated other comprehensive loss at December 31, 2023 are as follows:

Equity method investee Pension and other postretirement benefit accounts Total

Balance at beginning of period $ ( 304,305 ) $ 4,172 $ ( 300,133 )

Other comprehensive income (loss) before reclassification 123,845 ( 2,129 ) $ 121,716

Amounts reclassified from accumulated other comprehensive loss — ( 98 ) $ ( 98 )

Net current period other comprehensive loss, net of tax 123,845 ( 2,227 ) $ 121,618

Accumulated other comprehensive loss $ ( 180,460 ) $ 1,945 $ ( 178,515 )

Reclassifications out of accumulated other comprehensive loss during 2023 were immaterial.

Comprehensive (Loss) Income —Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive (loss) income represents net loss, as presented in the Consolidated and Combined Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive (loss) income related to cash flow hedges of our equity method investees and changes in pension and other postretirement benefit accounts.

Derivative Financial Instruments

3 unchanged sentences

Certain of these derivative instruments are designated and qualify as cash flow hedges.

Our share of the derivative's gain or loss is reported as Other comprehensive income (loss) related to equity method investees in our Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

Our share of the derivative's gain or loss is reported as Other comprehensive (loss) income related to equity method investees in our Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

The change in our equity method investment balance related to derivative gains or losses on cash flow hedges is disclosed as a Non-cash change in equity method investment in our Consolidated and Combined Consolidated Statements of Cash Flows.

10 unchanged sentences

Post spin-off, FTAI Infrastructure’s tax structure, certain return elections and assertions are different, including a single consolidated federal tax filing in the U.S., and therefore the income taxes presented prior to the spin-off in the consolidated and combined consolidated financial statements are not expected to be indicative of the Company’s future income taxes.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits.

Interest and penalties on uncertain tax positions are included as a component of the Provision for (benefit from) income taxes in the Consolidated and Combined Consolidated Statements of Operations.

Interest and penalties on uncertain tax positions are included as a component of the Provision for income taxes in the Consolidated and Combined Consolidated Statements of Operations.

Pension and Other Postretirement Benefits —We have obligations for a pension and a postretirement benefit plan in connection with the acquisition of Transtar for certain eligible Transtar employees.

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Refer to Note 12 for additional discussion on the pension and postretirement benefit plans.

Recent Accounting Pronouncements —In August 2023, the FASB issued ASU 2023-05, Business Combination – Joint Venture Formations.

This ASU is intended to address the accounting for contributions made to a joint venture and requires joint ventures to measure all assets and liabilities at fair value upon formation.

This standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted.

We adopted this guidance in the fourth quarter of 2023, and it did not have a material impact on our consolidated and combined consolidated financial statements.

Unadopted Accounting Pronouncements —In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

This ASU incorporates certain Securities and Exchange Commission (“SEC”) disclosure requirements related to various subtopics into the FASB Accounting Standards Codification.

This standard is effective for each subtopic amendment on the date that the SEC removes

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

the related disclosure requirement from Regulation S-X or Regulation S-K, with early adoption prohibited.

If the SEC has not removed the requirements by June 30, 2027, this pending amendment will be removed from the Codification and will not become effective for any entity.

We do not expect the adoption of this guidance to have a material impact on our consolidated and combined consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures.

This ASU will require entities to provide additional disclosures around significant segment expenses that are regularly provided to the chief operating decision maker, as well as an amount and description of its composition of other segment items.

Recent Accounting Pronouncements —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures.

This ASU requires entities to provide additional disclosures around significant segment expenses that are regularly provided to the chief operating decision maker, as well as an amount and description of its composition of other segment items.

This standard is effective retrospectively for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently assessing the impact this guidance will have on our consolidated and combined consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.

We adopted this guidance in the fourth quarter of 2024, and it did not have a material impact on our consolidated and combined consolidated financial statements and related disclosures.

Unadopted Accounting Pronouncements —In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.

This ASU enhances the transparency and decision usefulness of income tax disclosures by expanding the disclosures of an entity’s income tax rate reconciliation and disaggregation of income taxes paid and income tax expense.

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We are currently assessing the impact this guidance will have on our consolidated and combined consolidated financial statements and related disclosures.

LEASING EQUIPMENT, NET AND PROPERTY

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires additional financial statement disclosures for disaggregated information of certain expense line items on the face of the income statement, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization of capitalized costs recognized as part of oil- and gas-producing activities.

This standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption and either prospective or retrospective application permitted.

We are currently assessing the impact this guidance will have on our consolidated and combined consolidated financial statements and related disclosures.

LEASING EQUIPMENT, NET

Leasing equipment, net is summarized as follows:

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Depreciation expense for leasing equipment $ 1,422 $ 1,148 $ 1,105

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Sales-Type Leases

In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by an affiliate of the Manager.

In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by certain employees of the Manager.

The lease is initially for a two-year construction period and eight years post-completion with renewals that extend the lease up to 32 years.

We expect all renewals to be exercised as the cost to remove the assets will be significant.

We determined that the lease is a sales-type lease as the present value of the lease payments is substantially all of fair value.

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At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in Gain (loss) on sale of assets in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.1 million of interest income which is included in Revenues in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2023.

As of December 31, 2023, we recorded $ 7.9 million of lease receivable and $ 0.6 million of unguaranteed residual value which are included in Other assets on the Consolidated Balance Sheets, as well as $ 0.8 million of short-term lease receivable which is included in Other current assets on the Consolidated Balance Sheets.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

We also recorded $ 0.8 million and $ 0.1 million of interest income which is included in Revenues in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, we recorded $ 8.1 million and $ 7.9 million of lease receivable and $ 0.8 million and $ 0.6 million of unguaranteed residual value which are included in Other assets on the Consolidated Balance Sheets, as well as $ 0.8 million and $ 0.8 million of short-term lease receivable which is included in Other current assets on the Consolidated Balance Sheets, respectively.

The following table presents future minimum lease payments under the sales-type lease as of December 31, 2024:

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Land, site improvements and rights $ 181,874 $ 182,319

Construction in progress 76,491 127,941

Buildings and improvements 19,015 18,769

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Furniture and fixtures 2,246 1,887

Construction in progress 153,244 76,491

Other 24,183 21,613

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Property, plant and equipment, net $ 1,653,468 $ 1,630,829

We had net additions of property, plant and equipment of $ 27.3 million and $ 218.2 million during the years ended December 31, 2023 and 2022, respectively, which primarily consisted of terminal machinery and equipment placed in service or under development at Jefferson Terminal and the $ 5.0 million purchase of track and bridges by Transtar from Long Ridge Energy and Power LLC, our equity method investment, in October 2023.

Long Ridge Energy and Power LLC recorded a $ 2.2 million gain on sale of assets, which was eliminated upon equity pick-up (see Note 5).

Depreciation expense for property, plant and equipment was $ 72.3 million, $ 62.1 million, and $ 47.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.

We had net additions of property, plant and equipment of $ 97.1 million and $ 27.3 million during the years ended December 31, 2024 and 2023, respectively, which primarily consisted of machinery and equipment placed in service or under development at Jefferson Terminal and Repauno, as well as railcars purchased at Transtar.

During the year ended December 31, 2023, $ 5.0 million of track and bridges was purchased by Transtar from Long Ridge Energy & Power LLC, our equity method investment.

Long Ridge Energy & Power LLC recorded a $ 2.2 million gain on sale of assets, which was eliminated upon equity pick-up (see Note 5).

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

Depreciation expense for property, plant and equipment was $ 71.6 million, $ 72.3 million, and $ 62.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The following table presents the ownership interests and carrying values of our investments:

11 unchanged sentences

(1) The carrying value of $( 18.2 ) million and $( 29.3 ) million as of December 31, 2024 and 2023, respectively, is included in Other liabilities in the Consolidated Balance Sheets.

We did not recognize any other-than-temporary impairments for the years ended December 31, 2023, 2022 or 2021.

The following table presents our proportionate share of equity in losses:

We did not recognize any other-than-temporary impairments for the years ended December 31, 2024, 2023 and 2022.

The following table presents our proportionate share of equity in earnings (losses):

Year Ended December 31,

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Long Ridge Energy & Power LLC

In December 2019, Ohio River Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150.0 million in cash, plus an earn out.

In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150.0 million in cash, plus an earn out.

We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method.

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The Company made an additional $ 31.4 million of investment in Long Ridge as part of the shareholder loan agreement during the year ended December 31, 2024.

As of December 31, 2023 the balance of the note receivable was $ 71.0 million recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet.

As of December 31, 2024 and 2023, the balance of the note receivable was $ 114.8 million and $ 71.0 million, respectively, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheets.

FTAI INFRASTRUCTURE INC.

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604 801 ( 4,577 )

Loss before income taxes ( 16,897 ) ( 120,834 ) ( 22,815 )

Provision for income taxes — — —

$ ( 60,384 ) $ ( 16,897 ) $ ( 120,834 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

GM-FTAI Holdco LLC

In September 2021, we acquired 1 % of the Class A shares and 50 % of the Class B shares of GM-FTAI Holdco LLC for $ 52.5 million.

GM-FTAI Holdco LLC owns 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”).

GM-FTAI Holdco LLC owns a 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”).

GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Aleon plans to develop a lithium-ion battery recycling business across the United States.

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As a result of these exchange transactions, we own approximately 27 % of GM-FTAI Holdco LLC, which owns 100 % of both GMR and Aleon.

During the year ended December 31, 2024, GM-FTAI Holdco LLC was impacted by severe weather which damaged its facilities and impacted production capabilities.

Additionally, GM-FTAI Holdco LLC continues to generate operating losses and has not achieved expected results.

Therefore, the Company determined that the equity value should be fully written off of the Consolidated Balance Sheet as of December 31, 2024.

The related impairment charge is recorded in Asset impairment charges in the Consolidated and Combined Consolidated Statements of Operations for the year ended December 31, 2024.

Clean Planet Energy USA LLC

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Following the sale, we no longer have a controlling interest in Long Ridge WV, but we still maintain significant influence through our retained interest and account for this investment in accordance with the equity method.

Long Ridge WV was formed to build an energy generating property in West Virginia similar to that of Long Ridge Energy and Power LLC.

Long Ridge WV was formed to build an energy generating property in West Virginia similar to that of Long Ridge Energy & Power LLC.

On the deconsolidation, no gain was recorded as all the assets consist of unproved undeveloped gas properties.

1 unchanged sentence

Equity Investments

FYX Trust Holdco LLC

FYX Trust Holdco LLC (“FYX”) has developed a mobile and web-based application that connects fleet managers, owner-operators, and drivers with repair vendors to efficiently and reliably quote, dispatch, monitor, and bill roadside repair services.

In May 2022, FTAI purchased an additional 51 % interest in FYX from an unrelated third party for a purchase price of $ 4.6 million, which resulted in a 66 % ownership and majority stake in the entity.

At the purchase date, assets of FYX were $ 13.7 million, including cash of $ 0.7 million, liabilities were $ 10.1 million, and goodwill of $ 5.4 million was recorded.

In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $ 4.4 million.

This resulted in 100 % ownership in FYX and the elimination of any non-controlling interest.

From the purchase date in May 2022 through and as of December 31, 2023, FYX is presented on a consolidated basis in the Consolidated and Combined Consolidated Statements of Operations and the Consolidated Balance Sheets.

E-Circuit Motors, Inc.

E-Circuit Motors Inc.

(“ECM”) is a software company concentrating on the development and sale of printer circuit board stator motors and also utilizes proprietary software to develop and test such motors in a virtual environment.

On March 6, 2024, the Company invested $ 5.0 million for 166,667 shares of Series D preferred equity, as well as 166,667 warrants of common stock at $ 0.01 per share in ECM.

The preferred shares are convertible to common shares at the option of the investor on a one -for-one basis.

We do not exercise significant influence over the investment and will record the preferred share investment as an equity security.

The warrants are exercisable only if certain conditions are met over the next two years after the date of the investment.

The warrants will be accounted for as equity securities.

The value of the Series D preferred equity and warrants as of the date of investment were determined to be $ 2.5 million each, based on relative fair value.

ECM is a private company with no readily determinable fair values;

if additional third-party information becomes available we will adjust the value of the investments accordingly.

As of December 31, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

FTAI INFRASTRUCTURE INC.

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EB-5 Loan Agreement 5.75 % (i) 1/25/26

(ii) 11/26/27 63,800 62,200

Transtar Revolver (2)

(iii) 11/26/27

63,800 63,800

Jefferson Credit Agreement (2)

(i) Base Rate + 3.00 %;

(ii) Adjusted Term SOFR + 3.00 %

(ii) Base Rate + 4.00 % (Term SOFR)

7/18/25 49,056 —

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(ii) Tax Exempt Series 2020A Bonds:

(iii) Taxable Series 2020B Bonds:

(iii) 1/1/25 263,980 263,980

Series 2021 Bonds (i) Series 2021A Bonds:

143,165 263,980

Series 2021 Bonds (i) Tax Exempt Series 2021A Bonds:

1.875 % to 3.00 %

(ii) Series 2021B Bonds:

(ii) Taxable Series 2021B Bonds:

(i) 1/1/26 to 1/1/50

(ii) 1/1/28 352,685 425,000

Series 2024 Bonds

(i) Tax Exempt Series 2024A Bonds:

5.000 % to 5.250 %

(ii) Taxable Series 2024B Bonds:

(i) 1/1/39 to

Senior Notes due 2027 (2)

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Total debt, net $ 1,587,835 $ 1,340,910

Total debt due within one year $ — $ —

Total principal debt due within one year

______________________________________________________________________________________

(1) Requires a quarterly commitment fee at a rate of 1.000 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Required a quarterly commitment fee at a rate of 0.500 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Includes an unamortized discount of $ 33,557 and $ 24,819 at December 31, 2024 and 2023, respectively.

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If the option to extend the maturity is exercised, the interest rate will increase to 6.25 % from 5.75 % for the extension period.

On March 11, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.2 Loan Agreement”).

This loan was issued with substantially the same terms as the EB-5 Loan Agreement discussed above and matures in four years from the funding date.

The maximum aggregate principal amount available under the EB-5.2 Loan Agreement is $ 9.7 million.

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

On March 11, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.2 Loan Agreement”).

This loan was issued with substantially the same terms as the EB-5 Loan Agreement discussed above and matures in four years from the funding date.

The maximum aggregate principal amount available under the EB-5.2 Loan Agreement is $ 9.7 million.

On November 16, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.3 Loan Agreement”).

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In July 2023, we issued an additional $ 100.0 million aggregate principal amount of 10.500 % Senior Notes due 2027 (see below), and used a portion of the net proceeds to repay the Credit Agreement in full.

We recognized a loss on extinguishment of debt of $ 1.1 million.

We recognized a loss on extinguishment of debt of $ 1.1 million in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2023.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Senior Notes due 2027 —In connection with the spin-off, we issued $ 500.0 million aggregate principal amount of Senior Notes due 2027 (the “2027 Notes”).

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The 2027 Notes are guaranteed by the Company and the subsidiaries of Transtar including a pledge of substantially all of their respective assets.

On July 5, 2023, we issued an additional $ 100.0 million aggregate principal amount of 10.500 % Senior Notes due 2027, at an issue price equal to 95.50 % of principal, plus accrued interest from and including June 1, 2023.

These notes have identical terms as the original Senior Notes due 2027, other than with respect to the date of issuance and the issue price, and bear interest at a rate of 10.500 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year.

April 2024 Jefferson Credit Agreement

On April 2, 2024, certain subsidiaries within the Jefferson Terminal segment entered into a credit agreement (the “April 2024 Jefferson Credit Agreement”), providing for a $ 75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00 % plus Adjusted Term SOFR.

In June 2024, we completed an offering of Series 2024 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the April 2024 Jefferson Credit Agreement.

October 2024 Jefferson Credit Agreement

On October 18, 2024, our Jefferson Terminal segment entered into a credit agreement (the “October 2024 Jefferson Credit Agreement”), providing for a $ 50.0 million term loan facility, which matures at the earlier of (i) July 18, 2025 or (ii) after December 31, 2024, the date on which a cash dividend payment on our preferred stock is paid or is required to be paid pursuant to the terms of such preferred stock, and bears interest at 4.00 % plus the applicable forward-looking term rate based on SOFR.

Tender Offer for Series 2020A and Series 2021A Bonds

On May 14, 2024, we commenced a cash tender offer (the “Tender Offer”) for up to $ 105 million aggregate principal amount of the Tax Exempt Series 2020A and Tax Exempt Series 2021A Bonds (the “Target Bonds”).

On June 20, 2024 (the “Settlement Date”), we completed the Tender Offer for $ 108.0 million aggregate principal amount of the Target Bonds under the Tender Offer at an aggregate purchase price of $ 88.8 million , which includes accrued and unpaid interest on such Target Bonds from the last interest payment date up to, but not including, the Settlement Date.

Interest ceased to accrue on the Settlement Date for all accepted Target Bonds.

On August 30, 2024, we repurchased and cancelled an additional $ 6.0 million of the Tax Exempt Series 2021A Bonds.

We wrote off $ 0.2 million of deferred financing costs during the period and recognized a gain on extinguishment of debt of $ 0.9 million from this transaction in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2024 .

Series 2024 Bonds

On June 20, 2024, certain subsidiaries within the Jefferson Terminal segment, and the Port of Beaumont Navigation District of Jefferson County, Texas, completed their previously announced offering of $ 164.4 million principal amount of Series 2024A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2024A Bonds”) and $ 217.9 million principal amount of Taxable Series 2024B Facility Revenue Bonds (the “Taxable Series 2024B Bonds” and, together with the Tax Exempt Series 2024A Bonds, the “Series 2024 Bonds”).

Certain subsidiaries within the Jefferson Terminal segment pledged certain assets in support of the Series 2024 Bonds.

The Tax Exempt Series 2024A Bonds consist of:

• $ 67,570,000 principal amount of Term Bonds maturing on January 1, 2039, and bearing interest at a fixed rate of 5.000 % per annum,

• $ 44,800,000 principal amount of Term Bonds maturing on January 1, 2044, and bearing interest at a fixed rate of 5.125 % per annum, and

• $ 52,055,000 principal amount of Term Bonds maturing on January 1, 2054, and bearing interest at a fixed rate of 5.250 % per annum.

The Taxable Series 2024B Bonds will mature on July 1, 2026, and bear interest at a fixed rate of 10.000 % per annum.

Jefferson Terminal used a portion of the net proceeds from the Series 2024 Bonds to repay the April 2024 Jefferson Credit Agreement in full, pay for or reimburse the cost of development, construction and acquisition of certain facilities, as well as pay for the Tender Offer.

The Company also used a portion of the net proceeds from the Taxable Series 2024B Bonds to defease the Taxable Series 2020B Bonds in full for the aggregate principal amount of $ 79.1 million.

We recognized a loss on modification of debt of $ 6.0 million from the Series 2024 Bonds and a loss on extinguishment of debt of $ 3.2 million from the repayment of the April 2024 Jefferson Credit Agreement in connection with this transaction.

For the year ended December 31, 2024, we recognized an additional loss on extinguishment of debt of $ 0.6 million from the repayment of the April 2024 Jefferson Credit

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

In conjunction with the repayment associated with the April 2024 Jefferson Credit Agreement, we wrote off $ 1.8 million of deferred financing costs during the period.

We were in compliance with all debt covenants as of December 31, 2024.

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EB-5 Loan Agreement — 35,800 28,000 — — — 63,800

Jefferson Credit Agreement 50,000 — — — — — 50,000

Series 2020 Bonds — 1,590 2,165 2,770 360 136,280 143,165

Series 2021 Bonds — 9,025 4,750 205,415 6,120 127,375 352,685

Series 2024 Bonds

— 217,870 — 740 3,745 159,940 382,295

Senior Notes due 2027 — — 600,000 — — — 600,000

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Cash and cash equivalents $ 27,785 $ 27,785 $ — $ — Market

Restricted cash 58,112 58,112 — — Market

Restricted cash and cash equivalents 119,511 119,511 — — Market

Notes receivable 11,893 — 11,893 — Market

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Cash and cash equivalents $ 29,367 $ 29,367 $ — $ — Market

Restricted cash 113,156 113,156 — — Market

Restricted cash and cash equivalents 58,112 58,112 — — Market

Notes receivable 11,664 — 11,664 — Market

Derivative assets 1,125 — 1,125 — Income

Total assets $ 99,143 $ 87,479 $ 11,664 $ —

Our cash and cash equivalents and restricted cash consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid.

Our cash and cash equivalents and restricted cash and cash equivalents consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid.

These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

The fair value of our commodity derivative assets classified as Level 2 measurements are estimated by applying the income and market approaches, based on quotes of observable market transactions, and adjusted for estimated differential factors based on quality and delivery locations.

Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.

Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash and cash equivalents consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.

The fair value of our bonds, notes payable and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:

2 unchanged sentences

Series 2020B Bonds (1)

75,928 74,543

Series 2021A Bonds (1)

2 unchanged sentences

179,316 165,208

Series 2024A Bonds (1)

Series 2024B Bonds (1)

Senior Notes due 2027

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Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 1,784 $ 3,179 $ — $ — $ 4,963

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Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 1,652 $ 1,437 $ — $ — $ 3,089

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Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 1,943 $ 1,278 $ — $ — $ 3,221

1 unchanged sentence

Terminal services revenues — 59,011 563 — 59,574

Roadside services revenues — — — 47,899 47,899

Other revenue — — 3,468 — 3,468

10 unchanged sentences

We have commitments as lessees under lease agreements primarily for real estate, equipment and vehicles.

Our leases have remaining lease terms ranging from approximately four months to 38.5 years.

Our leases have remaining lease terms ranging from approximately two months to 49.4 years.

The following table presents lease-related costs:

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Noncash - ROU assets recorded for new and modified leases 2,020 2,828 2,640

Sale Leaseback Transaction

In the second quarter of 2024, Jefferson Terminal transferred land to the Port of Beaumont Navigation District of Jefferson County, Texas in association with the Tax Exempt Series 2024A Bonds.

Jefferson Terminal entered into a ground lease with the Port of Beaumont Navigation District of Jefferson County, Texas on approximately 50 acres of land.

Jefferson Terminal was provided access to 10 acres to begin construction of a new dock and supporting facilities.

The lease of the 10 acres is an operating lease.

This transaction was recorded as a sale in accordance with ASC 842.

Jefferson Terminal recorded a gain on the sale leaseback through Gain (loss) on sale of assets on the Consolidated and Combined Consolidated Statements of Operations of $ 3.1 million as of December 31, 2024.

Jefferson Terminal has not been provided access to the other 40 acres for construction, so the lease has not commenced.

Once the Port of Beaumont Navigation District of Jefferson County, Texas provides access to the property for construction, the 40 acres will be reassessed as a sale leaseback.

This transaction was recorded as a failed sale in accordance with ASC 842 as of December 31, 2024.

Jefferson Terminal recorded a finance liability of $ 12.0 million through Other liabilities on the Consolidated Balance Sheets as of December 31, 2024 for the failed sale.

The following table presents future minimum lease payments under non-cancellable operating leases as of December 31, 2024:

14 unchanged sentences

Total $ 2,200 $ 2,761 $ 4,146 $ 2,759

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Restricted Stock Units to Subsidiary Employees

2 unchanged sentences

This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021.

The following table presents the expense related to our restricted stock units to subsidiary employees recognized in the Consolidated and Combined Consolidated Statements of Operations:

During the year ended December 31, 2024, we issued additional RSUs of our common stock that had a grant date fair value of $ 1.9 million.

The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated and Combined Consolidated Statements of Operations:

Expense Recognized During the Year Ended December 31,

3 unchanged sentences

Total $ 6,341 $ 6,268 $ — $ 2,634

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following tables present information for our stock options, restricted shares of our subsidiary, common units of our subsidiary and restricted stock units to subsidiary employees:

15 unchanged sentences

Weighted average remaining contractual term 7.6 years 0.8 years 1.4 years 0.5 years

During the year ended December 31, 2023, certain of the Manager’s employees exercised 25,998 options at a weighted average exercise price of $ 2.09 and received a net 17,903 shares of our common stock.

During the year ended December 31, 2024, certain of the Manager’s employees, as well as certain directors and officers, exercised 12,436,663 options at a weighted average exercise price of $ 2.62 and received a net 8,891,246 shares of our common stock.

Stock Options

1 unchanged sentence

The fair value of these options of $ 18 million, calculated using a binomial lattice model at issuance date, was recorded as an increase in equity with an offsetting reduction of proceeds received.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following table presents information related to the options to purchase our common stock:

8 unchanged sentences

Number of time steps The number of time steps between the valuation and expiration dates.

During the year ended December 31, 2023, the Manager transferred 2,173,914 of its op tions to certain employees of the Manager.

During the years ended December 31, 2024 and 2023, the Manager transferre d — and 2,173,914 of its options to certain employees of the Manager, respectively.

Restricted Shares

We issued restricted shares of our subsidiary to certain employees during the year ended December 31, 2021 that had a grant date fair value of $ 5.6 million, and generally vest over three years .

We did not issue any restricted shares during the years ended December 31, 2022 and December 31, 2023.

These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting peri ods.

2 unchanged sentences

The grant for restricted stock units to subsidiary employees fully canceled and replaced these vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

During the year ended December 31, 2024, we issued restricted shares of our subsidiary that had a grant date fair value of $ 0.8 million and generally vest over three years.

These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting peri ods.

The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows.

Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

We issued 1,995,000 and 1,243,089 common units of our subsidiaries to certain employees for the years ended December 31, 2024 and 2023, respectively, that had grant date fair values of $ 2.7 million and $ 1.6 million, respectively, and vest over three years .

2 unchanged sentences

Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

Additionally, during the year ended December 31, 2023, we issued 150,000 separate common units of our subsidiary that had a grant date fair value of $ 0.2 million and vest over three years .

During the year ended December 31, 2023, we issued 150,000 separate common units of our subsidiary that had a grant date fair value of $ 0.2 million and vest over three years .

These awards are subject to performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting periods if it is probable that the performance conditions will be met.

2 unchanged sentences

Director Compensation

During the year ended December 31, 2023, we issued 46,509 shares of common stock to certain directors as compensation.

During the years ended December 31, 2024 and 2023 , we issued 11,062 and 46,509 shares of common stock to certain directors as compensation, respectively.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

RETIREMENT BENEFIT PLANS

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Postretirement Benefits

Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar.

Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees of Transtar and their dependents.

Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance.

The remaining healthcare and life insurance plans are non-contributory.

In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees.

The following table summarizes the changes in our projected benefit obligation and plan assets as of December 31, 2024 and 2023.

Service costs are recorded in Operating expenses, and interest costs are recorded in Other income (expense) in the Consolidated and Combined Consolidated Statements of Operations.

Service costs are recorded in Operating expenses, while other net costs are recorded in Other income (expense) in the Consolidated and Combined Consolidated Statements of Operations.

Year Ended December 31,

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Projected benefit obligation, beginning of period $ 12,282 $ 32,604 $ 8,932 $ 28,523

Transtar acquisition — — — ( 2,854 )

Plan amendment 40 ( 21,788 ) — —

1 unchanged sentence

Interest costs 731 700 534 1,498

Actuarial (gains) losses 1,546 893 ( 2,814 ) ( 3,065 )

Actuarial losses (gains) 1,068 ( 6,570 ) 1,546 893

Benefit paid ( 197 ) ( 90 ) ( 113 ) ( 93 )

1 unchanged sentence

Fair value of plan assets, beginning of period $ 3,188 $ — $ 1,711 $ —

Asset adjustment — — 1 —

Actual return on plan assets 301 — 114 —

10 unchanged sentences

Our retirement plan costs for the years ended December 31, 2024, 2023 and 2022 were $ 2.1 million, $ 1.9 million and $ 2.1 million for pension benefits and $ — million , $ 3.4 million and $ 3.1 million for postretirement benefits, respectively.

The following table summarizes the components of net periodic pension cost and other amounts recognized in Other comprehensive income (loss) in the Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022:

The following table summarizes the components of net periodic pension cost and other amounts recognized in Other comprehensive income (loss) in the Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022:

Year Ended December 31,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

Prior service cost $ — $ — $ — $ 1,470 $ — $ —

Prior service cost (credit) $ 40 $ ( 21,789 ) $ — $ — $ — $ 1,470

Amortization of prior service cost — 1,107 — ( 159 ) — —

8 unchanged sentences

Rate of compensation increase 3.50 % N/A 3.50 % N/A 3.50 % N/A

Initial healthcare cost trend rate N/A 7.50 % N/A 5.80 % N/A 10 % pre-Med;

Initial healthcare cost trend rate N/A 3.61 % N/A 7.50 % N/A 5.80 %

Ultimate healthcare cost trend rate N/A 4.04 % N/A 4.04 % N/A 3.94 %

2 unchanged sentences

Discount rate 5.06 % 5.50 % 5.31 % 5.29 % 3.02 % 3.00 %

Expected long-term return on plan assets 5.00 % N/A N/A N/A N/A N/A

Rate of compensation increases 3.50 % N/A 3.50 % N/A 3.50 % N/A

3 unchanged sentences

Year ultimate healthcare cost trend rate is reached N/A 2075 N/A 2075 N/A 2075

The expected return on asset assumption is based on a forward-looking assessment of expected returns by asset class.

The expected return produced by the investments within the fund is net of expected administrative expenses to be paid from the plan.

The expected return assumption is also consistent with the long-term return goal of the investment policy.

The following benefit payments, which reflect expected future service and compensation increases, as appropriate, are expected to be made from the Transtar defined benefit plans:

5 unchanged sentences

Years 2030-2034 8,587 2,572

The pension plan assets are held in a master trust that is invested in a pooled separate account categorized as a money market fund.

The pension plan assets are invested in accordance with the Investment Policy Statement as approved by the Investment Committee.

The pension plan assets are held in a master trust that is invested in pooled separate accounts.

The assets are valued at fair value and are classified as a Level 2 investment.

The pooled separate account invests in a portfolio of high quality, short-term instruments;

the fair values of these instruments are used in determining the NAV of the pooled separate account, which is not publicly quoted.

The separate accounts are valued at fair value based on the underlying equity, fixed income, or short-term instruments held by each account.

The separate accounts classified as equity or fixed income funds track the composition and performance of widely used indices and invest in instruments representative of those indices.

The fair value of the holdings of each separate account are used to determine the net asset value.

We expect to make $ 2.8 million of contributions to the pension plan during 2025.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The current and deferred components of the income tax provision (benefit) included in the Consolidated and Combined Consolidated Statements of Operations are as follows:

The targets and actual allocations for the pension plan assets as of the year ended December 31, 2024 and 2023 are as follows:

Actual Target Asset Allocation

2024 2023 2024 2023

large cap equity 31 % — % 30 % — %

small/mid cap equity 25 % — % 25 % — %

investment grade fixed income and cash equivalents 44 % 100 % 45 % 100 %

The current and deferred components of the income tax (benefit) provision included in the Consolidated and Combined Consolidated Statements of Operations are as follows:

Year Ended December 31,

6 unchanged sentences

Foreign — — 6

Total deferred provision (benefit) 2,016 3,984 ( 3,867 )

Total deferred provision 1,920 2,016 3,984

Total $ 3,313 $ 2,470 $ 4,468

6 unchanged sentences

federal, state and foreign corporate income tax in locations where they conduct business.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

A valuation allowance has been established against our net U.S.

8 unchanged sentences

federal tax at statutory rate 21.00 % 21.00 % 21.00 %

Income not subject to tax at statutory rate — % — % 9.91 %

State and local taxes ( 1.11 ) % 1.79 % 1.77 %

5 unchanged sentences

Provision for income taxes ( 1.26 ) % ( 1.58 ) % ( 2.44 ) %

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Significant components of our deferred tax assets and liabilities are as follows:

12 unchanged sentences

Operating lease right-of-use assets ( 72,664 ) ( 63,955 )

( 20,315 ) ( 2,793 )

Net deferred tax liabilities

5 unchanged sentences

Accordingly, valuation allowances have been recognized as of December 31, 2024, 2023, and 2022 of $ 249.2 million, $ 215.1 million, and $ 214.0 million, respectively, related to certain deductible temporary differences and net operating loss carryforwards.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

A summary of the changes in the valuation allowance is as follows:

17 unchanged sentences

The Manager is paid annual fees and incentive fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto.

In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

costs of legal, accounting and other administrative activities.

In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities.

On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years .

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Management fee— Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these consolidated and combined consolidated financial statements.

Income Incentive Fee and Capital Gains Incentive Fee —The Income Incentive Fee and Capital Gains Incentive Fee are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Income Incentive Allocation and Capital Gains Incentive Allocation —The Income Incentive Fee and Capital Gains Incentive Fee are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period.

The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated and combined consolidated financial statements:

1 unchanged sentence

2024 2023 2022

Management fees $ 12,467 $ 12,964 $ 15,638

Income incentive allocation — — —

Capital gains incentive allocation — — —

Management fee

$ 11,318 $ 12,467 $ 12,964

Income incentive fee

Capital gains incentive fee

Total $ 11,318 $ 12,467 $ 12,964

2 unchanged sentences

The expenses required to be paid by the Company include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Company’s independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

reimbursements are no greater than those which would be paid to outside professionals or consultants.

We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants.

The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses;

4 unchanged sentences

Classification in the Consolidated and Combined Consolidated Statements of Operations:

General and administrative expenses $ 5,598 $ 4,286 $ 3,937

General and administrative

$ 5,597 $ 5,598 $ 4,286

Acquisition and transaction expenses 1,452 1,222 1,067

5 unchanged sentences

In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Notes 16 and 17.

On August 12, 2024, 8.7 million Manager options were exercised, as discussed in Note 11.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:

3 unchanged sentences

Other Affiliate Transactions

As of December 31, 2023 and 2022, affiliates of our Manager and their related parties collectively own an approxi mately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated and combined consolidated financial statements.

As of December 31, 2024 and 2023, certain employees of the Manager and their related parties collectively own an approxi mately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated and combined consolidated financial statements.

The carrying amount of this non-controlling interest as of December 31, 2024 and 2023 was $( 119.5 ) million a nd $( 78.0 ) million, respectively.

In April 2024, we made a pro-rata distribution of $ 15.0 million to the non-controlling interest holders of our Jefferson Terminal segment.

The following table presents the amount of this non-controlling interest share of net loss:

8 unchanged sentences

Refer to Note 5 for additional information.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The Company subleases a portion of office space from an entity controlled by certain principals of Fortress since February 2023.

For the year ended December 31, 2023, the Company incurred approximat ely $ 0.4 million o f rent and office related expenses.

On May 22, 2023, Fortress and Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital (“Mubadala”), announced that they have entered into definitive agreements pursuant to which, among other things, certain members of Fortress management and affiliates of Mubadala will acquire 100% of the equity of Fortress that is currently indirectly held by SoftBank Group Corp.

(“SoftBank”).

After the closing of the transaction, Fortress will continue to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.

The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023.

For the year ended December 31, 2024 and 2023, the Company incurred approximat el y $ 0.5 million and $ 0.4 million o f rent and office related expenses, respectively.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.

Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.

SEGMENT INFORMATION

2 unchanged sentences

During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense.

All segment data and related disclosures for earlier periods presented herein have been recast to reflect the new segment reporting structure.

All segment data and related disclosures for earlier periods presented herein have been recast to reflect this segment reporting structure.

Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets.

3 unchanged sentences

The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets.

The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a new multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.

The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.

The Power and Gas segment is comprised of an equity method investment in Long Ridge, which is a 1,660 -acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation.

4 unchanged sentences

The chief operating decision maker (“CODM”) evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA.

Our company’s CODM is our Chief Executive Officer, who uses Adjusted EBITDA as it serves as a consistent measure for comparing profitability between periods and across segments, independent of each segment’s capital structure, which may vary materially, and because it neutralizes one-time or other non-operational items.

Decisions regarding resource allocation are made based on Adjusted EBITDA performance, together with other relevant factors, including but not limited to, market dynamics, growth opportunities and expected future performance.

Adjusted EBITDA is defined as net income (loss) attributable to stockholders and Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

2 unchanged sentences

Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders and Former Parent as determined in accordance with U.S.

The following tables set forth certain information for each reportable segment:

The following tables set forth certain information for each reportable segment as provided to and evaluated by the CODM:

For the Year Ended December 31, 2024

13 unchanged sentences

(Loss) gain on sale of assets, net ( 704 ) 3,074 — — — — 2,370

Loss on extinguishment of debt ( 937 ) — — — — ( 1,099 ) ( 2,036 )

Loss on modification or extinguishment of debt — ( 8,925 ) — — — — ( 8,925 )

Interest expense ( 306 ) ( 49,001 ) ( 1,617 ) — — ( 71,184 ) ( 122,108 )

Other (expense) income ( 2,164 ) ( 1,302 ) — 7,523 2,529 — 6,586

Other income 770 5,515 — 12,430 2,167 22 20,904

Total other expense ( 240 ) ( 49,337 ) ( 1,617 ) ( 24,716 ) ( 16,223 ) ( 71,122 ) ( 163,255 )

Income (loss) before income taxes 61,854 ( 87,789 ) ( 19,190 ) ( 29,199 ) ( 88,583 ) ( 99,844 ) ( 262,751 )

(Benefit from) provision for income taxes ( 561 ) 2,468 496 — — 67 2,470

Provision for (benefit from) income taxes 4,692 ( 1,667 ) ( 431 ) — — 719 3,313

Net income (loss) 57,162 ( 86,122 ) ( 18,759 ) ( 29,199 ) ( 88,583 ) ( 100,563 ) ( 266,064 )

8 unchanged sentences

Non-controlling share of Adjusted EBITDA 122 26,264 808 — — — 27,194

Equity in losses of unconsolidated entities ( 24,707 )

Equity in (losses) earnings of unconsolidated entities — — — ( 37,146 ) ( 18,390 ) 40 ( 55,496 )

Interest and other costs on pension and OPEB liabilities 66 — — — — — 66

9 unchanged sentences

Equity-based compensation expense ( 1,801 ) ( 4,233 ) ( 2,108 ) — — ( 494 ) ( 8,636 )

Provision for income taxes ( 2,470 )

(Provision for) benefit from income taxes ( 4,692 ) 1,667 431 — — ( 719 ) ( 3,313 )

Other non-recurring items — — — — — — —

Net loss attributable to stockholders $ ( 183,736 )

Net income (loss) attributable to stockholders $ 56,917 $ ( 44,631 ) $ ( 17,586 ) $ ( 29,199 ) $ ( 88,583 ) $ ( 171,377 ) $ ( 294,459 )

For the Year Ended December 31, 2023

8 unchanged sentences

Depreciation and amortization 19,590 48,916 9,336 — — 3,150 80,992

Asset impairment 743 — — — — — 743

Total expenses 114,042 116,862 31,539 2,820 30 99,554 $ 364,847

1 unchanged sentence

Equity in (losses) earnings of unconsolidated entities — — — ( 9,949 ) ( 14,814 ) 56 ( 24,707 )

Loss on sale of assets, net ( 1,603 ) — — — — — ( 1,603 )

(Loss) gain on sale of assets, net ( 437 ) 7,292 — — — — 6,855

Loss on modification or extinguishment of debt ( 937 ) — — — — ( 1,099 ) ( 2,036 )

Interest expense ( 2,284 ) ( 32,443 ) ( 2,557 ) ( 3 ) — ( 62,316 ) ( 99,603 )

2 unchanged sentences

Income (loss) before income taxes 49,581 ( 71,169 ) ( 23,405 ) ( 5,249 ) ( 12,315 ) ( 94,723 ) ( 157,280 )

Provision for income taxes 1,287 3,016 165 — — — 4,468

(Benefit from) provision for income taxes ( 561 ) 2,468 496 — — 67 2,470

Net income (loss) 50,142 ( 73,637 ) ( 23,901 ) ( 5,249 ) ( 12,315 ) ( 94,790 ) ( 159,750 )

1 unchanged sentence

Dividends and accretion of redeemable preferred stock — — — — — 62,400 62,400

Net income (loss) attributable to stockholders and Former Parent $ 39,122 $ ( 35,623 ) $ ( 22,790 ) $ ( 61,298 ) $ ( 5,179 ) $ ( 91,473 ) $ ( 177,241 )

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent:

Net income (loss) attributable to stockholders $ 49,999 $ ( 36,720 ) $ ( 22,489 ) $ ( 5,249 ) $ ( 12,315 ) $ ( 156,962 ) $ ( 183,736 )

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders:

Year Ended December 31, 2023

3 unchanged sentences

Non-controlling share of Adjusted EBITDA 71 20,328 856 — — 260 21,515

Equity in losses of unconsolidated entities ( 67,399 )

Equity in (losses) earnings of unconsolidated entities — — — ( 9,949 ) ( 14,814 ) 56 ( 24,707 )

Interest and other costs on pension and OPEB liabilities ( 2,130 ) — — — — — ( 2,130 )

9 unchanged sentences

Equity-based compensation expense ( 1,394 ) ( 5,865 ) ( 1,770 ) — — ( 170 ) ( 9,199 )

Provision for income taxes ( 4,468 )

Benefit from (provision for) income taxes 561 ( 2,468 ) ( 496 ) — — ( 67 ) ( 2,470 )

Other non-recurring items ( 1,339 ) ( 1,131 ) — — — — ( 2,470 )

Net loss attributable to stockholders and Former Parent $ ( 177,241 )

Net income (loss) attributable to stockholders $ 49,999 $ ( 36,720 ) $ ( 22,489 ) $ ( 5,249 ) $ ( 12,315 ) $ ( 156,962 ) $ ( 183,736 )

For the Year Ended December 31, 2022

11 unchanged sentences

Equity in (losses) earnings of unconsolidated entities — — — ( 60,538 ) ( 7,012 ) 151 ( 67,399 )

Gain on sale of assets, net — — 16 — — — 16

Loss on sale of assets, net ( 1,603 ) — — — — — ( 1,603 )

Interest expense ( 212 ) ( 24,798 ) ( 1,590 ) — — ( 26,639 ) ( 53,239 )

Other expense ( 422 ) ( 4,726 ) — ( 3,782 ) — — ( 8,930 )

Total other (expense) income ( 482 ) ( 19,538 ) ( 1,131 ) ( 17,379 ) ( 372 ) 470 ( 38,432 )

Other (expense) income ( 1,632 ) ( 4,317 ) — 524 2,123 133 ( 3,169 )

Total other expense ( 3,447 ) ( 29,115 ) ( 1,590 ) ( 60,014 ) ( 4,889 ) ( 26,355 ) ( 125,410 )

Income (loss) before income taxes 40,424 ( 64,625 ) ( 23,867 ) ( 61,298 ) ( 5,179 ) ( 68,504 ) ( 183,049 )

Provision for (benefit from) income taxes 64 229 — ( 3,930 ) — 7 ( 3,630 )

Provision for income taxes 1,287 3,016 165 — — — 4,468

Net income (loss) 39,137 ( 67,641 ) ( 24,032 ) ( 61,298 ) ( 5,179 ) ( 68,504 ) ( 187,517 )

Net loss attributable to non-controlling interests in consolidated subsidiaries — ( 26,250 ) ( 222 ) — — — ( 26,472 )

Net income (loss) attributable to Former Parent $ 14,088 $ ( 31,433 ) $ ( 12,648 ) $ ( 13,548 ) $ ( 372 ) $ ( 35,956 ) $ ( 79,869 )

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to Former Parent:

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 15 ( 32,018 ) ( 1,242 ) — — ( 688 ) ( 33,933 )

Dividends and accretion of redeemable preferred stock — — — — — 23,657 23,657

Net income (loss) attributable to stockholders/Former Parent $ 39,122 $ ( 35,623 ) $ ( 22,790 ) $ ( 61,298 ) $ ( 5,179 ) $ ( 91,473 ) $ ( 177,241 )

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent:

Year Ended December 31, 2022

3 unchanged sentences

Non-controlling share of Adjusted EBITDA 25 15,103 500 — — 651 16,279

Equity in losses of unconsolidated entities ( 13,499 )

Equity in (losses) earnings of unconsolidated entities — — — ( 60,538 ) ( 7,012 ) 151 ( 67,399 )

Interest and other costs on pension and OPEB liabilities ( 1,232 ) — — — — — ( 1,232 )

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Equity-based compensation expense ( 1,531 ) ( 2,020 ) ( 595 ) — — — ( 4,146 )

Benefit from income taxes 3,630

Provision for income taxes ( 1,287 ) ( 3,016 ) ( 165 ) — — — ( 4,468 )

Other non-recurring items — — — — — — —

Net loss attributable to Former Parent $ ( 79,869 )

Net income (loss) attributable to stockholders/Former Parent $ 39,122 $ ( 35,623 ) $ ( 22,790 ) $ ( 61,298 ) $ ( 5,179 ) $ ( 91,473 ) $ ( 177,241 )

Balance Sheet

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Total assets 710,908 1,273,638 341,638 122 24,355 23,727 2,374,388

Debt, net — 737,335 44,250 — — 559,325 1,340,910

Total debt, net — 974,351 44,250 — — 569,234 1,587,835

Current liabilities 48,866 131,503 41,136 3,732 20 25,537 250,794

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Total assets 725,615 1,226,052 304,952 6,827 99,945 16,218 2,379,609

Debt, net 10,000 732,145 25,000 — — 463,012 1,230,157

Total debt, net — 737,335 44,250 — — 559,325 1,340,910

Current liabilities 54,150 65,052 4,912 828 — 25,695 150,637

29 unchanged sentences

The Company had dividends paid in cash of $ 14.7 million and $ 1.8 million as of December 31, 2024 and 2023, respectively.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated and Combined Consolidated Statement of Operations totaled $ 55.8 million and $ 21.0 million for the years ended December 31, 2023 and 2022, respectively.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated and Combined Consolidated Statements of Operations totaled $ 64.0 million and $ 55.8 million for the years ended December 31, 2024 and 2023, respectively.

The Company has presented the Redeemable Preferred Stock in temporary equity and is accreting the discount and debt issuance costs using the interest method to the earliest redemption date of August 1, 2030.

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EARNINGS PER SHARE AND EQUITY

Basic loss per share of common stock (“LPS”) is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding, plus any participating securities.

Diluted LPS is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding, plus any participating securities and potentially dilutive securities.

Basic loss per share of common stock (“LPS”) is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding.

Diluted LPS is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding, plus any potentially dilutive securities, if dilutive.

Potentially dilutive securities are calculated using the treasury stock method.

5 unchanged sentences

Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657

Net loss attributable to stockholders and Former Parent $ ( 183,736 ) $ ( 177,241 ) $ ( 79,869 )

Net loss attributable to stockholders/Former Parent $ ( 294,459 ) $ ( 183,736 ) $ ( 177,241 )

Weighted Average Common Stock Outstanding - Basic (1)

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______________________________________________________________________________________

(1) The year ended December 31, 2023 includes penny warrants which can be converted into a fixed amount of our stock.

(2) Diluted LPS for the year ended December 31, 2023 includes the dilutive effect of subsidiary earnings per share.

For the years ended December 31, 2023 and 2022, 2,917,041 a nd 586,269 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

(1) The year ended December 31, 2024 includes penny warrants that were converted into common stock during the year.

(2) Diluted LPS includes the dilutive effect of subsidiary earnings per share.

For the years ended December 31, 2024, 2023 and 2022, 2,681,996 , 2,917,041 and 586,269 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

For the years ended December 31, 2024, 2023 and 2022, — , 3,332,478 and 3,330,659 of warrants, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

On the Spin-off Date, FTAI distributed one share of FTAI Infrastructure, Inc.

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(1) Weighted average exercise price as of December 31, 2024 includes adjustments for quarterly dividend payments.

On July 22, 2024, members of Ares Management LLC exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $ 0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

The weighted average remaining contractual term of the outstanding warrants as of December 31, 2024 is 5.6 years.

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SUBSEQUENT EVENTS

On February 29, 2024, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended December 31, 2023, payable on April 5, 2024 to the holders of record on March 27, 2024.

EB-5 and EB-5.2 Loan Agreement Extensions

On February 3, 2025, Jefferson Terminal exercised its option to extend the maturity of its EB-5 Loan Agreement and EB-5.2 Loan Agreement by one year to January 25, 2027 and March 10, 2027, respectively.

Long Ridge Energy & Power LLC Senior Secured Notes due 2032 and Credit Agreement

On February 19, 2025, Long Ridge Energy LLC, a subsidiary of Long Ridge Energy & Power LLC, closed its private offering of $ 600.0 million aggregate principal amount of 8.750 % senior secured notes due 2032 (the “Notes”).

The Notes were issued at an issue price equal to 100.00 % of principal, plus accrued interest from and including February 19, 2025.

The Notes will mature on February 15, 2032.

On February 19, 2025, Long Ridge entered into a Credit Agreement to borrow senior secured term loans (the “New Term Loan”) for an aggregate principal amount of $ 400.0 million .

The New Term Loans bear interest at SOFR plus 4.50 % per annum and mature on February 19, 2032.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for additional detail.

Acquisition of Outstanding Equity Interests in Long Ridge Energy & Power LLC

On February 26, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with certain affiliates of GCM Grosvenor Inc.

(“GCM”), owner of 49.9 % of the limited liability company interests of Long Ridge Energy & Power LLC, to acquire GCM’s 49.9 % interest (the “Long Ridge Acquisition”).

Consideration to GCM for the acquisition included (i) Long Ridge Energy & Power LLC issuing a $ 20.0 million promissory note to an affiliate of GCM, (ii) cash consideration of $ 9.0 million paid by the Company and (iii) 160,000 shares of newly formed Series B Convertible Junior Preferred Stock (the “Series B Preferred Stock”) issued by the Company to certain affiliates of GCM.

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $ 0.01 per share, and junior to the Company’s Series A Preferred Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company.

Each share of Series B Preferred Stock has an initial liquidation preference of $ 1,000 per share.

Holders of the Series B Preferred Stock are entitled to a quarterly compounding, regular dividend (the “Dividend”) equal to 9.00 % per annum for any Dividend paid in cash with respect to the immediately preceding quarter, and

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

10.00 % per annum for any Dividend paid-in-kind, at the Company’s election and pursuant to the Company’s amended Articles of Incorporation or Bylaws as discussed below.

On February 26, 2025, as required under the Purchase Agreement, the Company entered into an Investor Rights Agreement with certain affiliates of GCM acquiring Series B Preferred Stock as part of the Long Ridge Acquisition.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

Ares Management LLC Warrant Agreement

On February 26, 2025, the Company and Ares Management LLC (“Ares”) amended and restated the warrant agreement, initially dated as of August 1, 2022.

As part of the consent fee for the Series A Amendment, the Company issued 550,000 Series A Warrants to entities affiliated with Ares.

The warrants have an exercise price of $ 10.00 per share.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

Manager Options

On February 26, 2025, in connection with the Series B Preferred stock, the Company paid and issued to its manager, an option to purchase 2,852,049 shares of common stock at a per share exercise price equal to $ 5.61 , the closing price of common stock on February 25, 2025.

The option is fully vested as of the date of grant, is exercisable as to 1/30th of the shares of common stock to which the option is subject on the first day of each of the 30 calendar months following the first full calendar month after the date of grant and expires on the tenth anniversary of the date of grant.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

Amendments to Articles of Incorporation or Bylaws

On February 26, 2025, the Board approved a Certificate of Amendment (the “Amendment”) to the certificate of designations governing its Series A Preferred Stock (the “Series A Certificate of Designations”), which amends certain provisions of the Series A Certificate of Designations to permit the Long Ridge Acquisition and the issuance of the Series B Preferred Stock.

The Amendment also permits the Company to make cash “catch-up” payments to holders of Series A Preferred Stock, with the equivalent amount of previously paid-in-kind dividends correspondingly treated as though initially paid as cash dividends for all purposes under the Series A Certificate of Designations, including with respect to months counted toward an Event of Noncompliance (as defined in the Series A Certificate of Designations).

Furthermore, the Amendment permits the Company to make quarterly cash dividend payments of up to $ 0.03 on its Common Stock, so long as the holders of the Series A Preferred Stock have received cash dividends equal to at least the amount of dividends accrued since the two-year anniversary of the issue date of the Series A Preferred Stock.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

On February 26, 2025, the Company paid Ares a dividend of $ 23.8 million related to its Series A Preferred Stock.

On February 27, 2025, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended December 31, 2024, payable on March 26, 2025 to the holders of record on March 14, 2025.

Amendment to October 2024 Jefferson Credit Agreement

On March 11, 2025, our Jefferson Terminal segment amended its October 2024 Credit Agreement for $ 50.0 million to include two options to extend the maturity date to (i) January 1, 2026 and subsequently to (ii) April 1, 2026.

March 2025 Repauno Credit Agreement

On March 11, 2025, our Repauno segment entered into a credit agreement, providing for a $ 30.0 million term loan facility, which matures on July 18, 2025 with the option to extend the maturity date to April 1, 2026, and bears interest at the sum of 4.00 % plus the secured overnight financing rate as administered by the Federal Reserve Bank of New York.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data