What changed in this filing

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Item 1. Financial Statements

2025-05-16 compared with 2024-10-31 · 577 added, 514 removed, 791 unchanged (58% of the section changed)

3 unchanged sentences

(Dollars in thousands, except share and per share data)

Notes September 30, 2024 December 31, 2023

Notes March 31, 2025 December 31, 2024

Current assets:

Cash and cash equivalents 2 $ 26,325 $ 27,785

Restricted cash 2 124,338 58,112

Restricted cash and cash equivalents 2 197,082 119,511

Accounts receivable, net 2 65,285 52,994

11 unchanged sentences

Accounts payable and accrued liabilities $ 209,764 $ 176,425

Debt, net 8 91,315 48,594

Operating lease liabilities 7,195 7,172

Derivative liabilities 10 41,705 —

Other current liabilities 21,166 18,603

2 unchanged sentences

Operating lease liabilities 60,160 60,893

Derivative liabilities 10 112,219 —

Other liabilities 68,308 67,104

1 unchanged sentence

Commitments and contingencies 19 — —

Redeemable preferred stock ($ 0.01 par value per share;

200,000,000 shares authorized;

300,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively;

redemption amount of $ 436.8 million and $ 446.5 million at September 30, 2024 and December 31, 2023, respectively)

Redeemable preferred stock Series A ($ 0.01 par value per share;

200,000,000 total preferred shares authorized;

300,000 Series A shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively;

redemption amount of $ 416.2 million and $ 431.8 million at March 31, 2025 and December 31, 2024, respectively)

17 376,694 381,218

Redeemable convertible preferred stock Series B ($ 0.01 par value per share;

200,000,000 total preferred shares authorized;

160,000 Series B shares issued and outstanding as of March 31, 2025;

redemption amount of $ 192.0 million at March 31, 2025)

Common stock ($ 0.01 par value per share;

2,000,000,000 shares authorized;

113,745,115 and 100,589,572 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)

114,761,435 and 113,934,860 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively)

Additional paid in capital 748,365 764,381

Accumulated deficit ( 274,253 ) ( 405,818 )

Accumulated other comprehensive loss ( 124,587 ) ( 178,515 )

Accumulated other comprehensive income (loss) 943 ( 157,051 )

Stockholders' equity 476,203 202,651

FTAI INFRASTRUCTURE

COMBINED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

Non-controlling interest in equity of consolidated subsidiaries ( 139,101 ) ( 127,513 )

5 unchanged sentences

(Dollars in thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Notes 2025 2024

7 unchanged sentences

Total expenses 104,602 93,884

Other (expense) income

Equity in losses of unconsolidated entities 5 ( 14,308 ) ( 9,914 ) ( 38,998 ) ( 7,173 )

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 6 6,689 ( 11,902 )

Gain (loss) on sale of assets, net 119,828 ( 13 )

Gain (loss) on modification or extinguishment of debt 7 747 ( 2,020 ) ( 8,423 ) ( 2,020 )

Loss on modification or extinguishment of debt 8 ( 7 ) —

Interest expense ( 43,112 ) ( 27,593 )

Other income 3,693 2,365

Total other expense ( 35,779 ) ( 35,809 ) ( 117,757 ) ( 78,386 )

Loss before income taxes ( 43,048 ) ( 50,041 ) ( 139,413 ) ( 117,273 )

Total other income (expense) 87,091 ( 37,143 )

Income (loss) before income taxes 78,650 ( 48,492 )

(Benefit from) provision for income taxes 14 ( 41,514 ) 1,805

Net loss ( 42,956 ) ( 50,049 ) ( 141,393 ) ( 119,833 )

Net income (loss) 120,164 ( 50,297 )

Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,401 ) ( 10,690 )

Dividends and accretion of redeemable preferred stock 21,841 16,975

Net loss attributable to stockholders $ ( 49,971 ) $ ( 56,101 ) $ ( 160,903 ) $ ( 135,543 )

Loss per share:

Net income (loss) attributable to stockholders $ 109,724 $ ( 56,582 )

Net income (loss) attributable to common stockholders

18 $ 108,257 $ ( 56,582 )

Earnings (loss) per share:

Basic $ 0.95 $ ( 0.54 )

5 unchanged sentences

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

(Dollars in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net loss $ ( 42,956 ) $ ( 50,049 ) $ ( 141,393 ) $ ( 119,833 )

Three Months Ended March 31,

Net income (loss) $ 120,164 $ ( 50,297 )

Other comprehensive income (loss):

Other comprehensive income related to equity method investees 27,218 5,504 28,322 120,934

Other comprehensive income (loss) related to derivatives (1)

158,552 ( 21,115 )

Change in pension and other employee benefit accounts

( 558 ) ( 13 )

Comprehensive (loss) income ( 16,275 ) ( 44,556 ) ( 87,465 ) 1,066

Comprehensive income (loss) 278,158 ( 71,425 )

Comprehensive loss attributable to non-controlling interests ( 11,401 ) ( 10,690 )

Comprehensive (loss) income attributable to stockholders $ ( 6,312 ) $ ( 34,624 ) $ ( 55,412 ) $ 31,167

Comprehensive income (loss) attributable to stockholders $ 289,559 $ ( 60,735 )

______________________________________________________________________________________

(1) Net of deferred tax expense of $ — million and $ 1.6 million for the three and nine months ended September 30, 2024, respectively.

(1) Net of deferred tax benefit of $ 9.2 million and $ — million for the three months ended March 31, 2025 and 2024, respectively.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three and Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Additional Paid In Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

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

Net loss ( 76,347 ) ( 22,090 ) ( 98,437 )

Net income (loss) 131,565 ( 11,401 ) 120,164

Other comprehensive income 157,994 157,994

Total comprehensive (loss) income — — ( 76,347 ) 27,247 ( 22,090 ) ( 71,190 )

Total comprehensive income (loss) — — 131,565 157,994 ( 11,401 ) 278,158

Settlement of equity-based compensation ( 545 ) ( 545 )

Issuance of common shares 9 1 10

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

Dividends declared on common stock ( 6,303 ) ( 6,303 )

Dividends and accretion of redeemable preferred stock ( 34,585 ) ( 34,585 )

Equity-based compensation 3,559 580 4,139

Equity - June 30, 2024 $ 1,016 $ 803,603 $ ( 258,520 ) $ ( 151,268 ) $ ( 108,164 ) $ 286,667

Net loss ( 32,993 ) ( 9,963 ) ( 42,956 )

Other comprehensive income 26,681 26,681

Total comprehensive (loss) income — — ( 32,993 ) 26,681 ( 9,963 ) ( 16,275 )

Issuance of common shares 121 431 552

Issuance of warrants 1,014 1,014

Issuance of Manager options 7,358 7,358

Dividends declared on common stock ( 3,443 ) ( 3,443 )

1 unchanged sentence

Equity-based compensation 895 358 1,253

Equity - September 30, 2024 $ 1,137 $ 785,734 $ ( 291,513 ) $ ( 124,587 ) $ ( 117,580 ) $ 253,191

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

(Dollars in thousands)

Three and Nine Months Ended September 30, 2023

Equity - March 31, 2025 $ 1,148 $ 748,365 $ ( 274,253 ) $ 943 $ ( 139,101 ) $ 337,102

Three Months Ended March 31, 2024

Common Stock Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interest in Equity of Consolidated Subsidiaries Total Equity

1 unchanged sentence

Net loss ( 39,607 ) ( 10,690 ) ( 50,297 )

Other comprehensive income 115,406 115,406

Total comprehensive (loss) income — — ( 49,615 ) 115,406 ( 20,169 ) 45,622

Other comprehensive loss ( 21,128 ) ( 21,128 )

Total comprehensive loss — — ( 39,607 ) ( 21,128 ) ( 10,690 ) ( 71,425 )

Settlement of equity-based compensation ( 3,029 ) ( 185 ) ( 3,214 )

Acquisition of a consolidated subsidiary ( 953 ) ( 3,495 ) ( 4,448 )

Distributions to non-controlling interest ( 20 ) ( 20 )

Dividends declared on common stock ( 6,170 ) ( 6,170 )

Dividends and accretion of redeemable preferred stock ( 29,827 ) ( 29,827 )

Equity-based compensation 80 1,457 1,537

Equity - June 30, 2023 $ 994 $ 874,729 $ ( 110,452 ) $ ( 184,727 ) $ ( 49,146 ) $ 531,398

Net loss ( 40,117 ) ( 9,932 ) ( 50,049 )

Other comprehensive income 5,493 5,493

Total comprehensive (loss) income — — ( 40,117 ) 5,493 ( 9,932 ) ( 44,556 )

Distributions to non-controlling interest ( 1,626 ) ( 1,626 )

Issuance of common shares 10 ( 10 ) —

2 unchanged sentences

Equity-based compensation 2,050 290 2,340

Equity - September 30, 2023 $ 994 $ 862,675 $ ( 150,569 ) $ ( 179,234 ) $ ( 63,412 ) $ 470,454

Equity - March 31, 2024 $ 1,016 $ 822,956 $ ( 221,780 ) $ ( 199,643 ) $ ( 82,015 ) $ 320,534

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities:

Net loss $ ( 141,393 ) $ ( 119,833 )

Adjustments to reconcile net loss to net cash used in operating activities:

Equity in losses of unconsolidated entities 38,998 7,173

Gain on sale of assets, net ( 2,595 ) ( 260 )

Net income (loss) $ 120,164 $ ( 50,297 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Equity in (earnings) losses of unconsolidated entities ( 6,689 ) 11,902

Gain on sale of subsidiaries ( 119,952 ) —

Loss on sale of assets, net 124 13

Loss on modification or extinguishment of debt 7 —

Gain on sale of easement ( 3,486 ) —

Equity-based compensation 1,253 2,340

2 unchanged sentences

Change in deferred income taxes ( 41,827 ) 1,337

Change in fair value of non-hedge derivative — 1,125

Amortization of deferred financing costs 2,908 1,929

Amortization of bond discount 1,892 1,426

Amortization of other comprehensive income ( 1,588 ) —

Provision for credit losses ( 19 ) 169

2 unchanged sentences

Accounts payable and accrued liabilities 1,927 9,206

Derivative liabilities ( 66,713 ) —

Other liabilities 786 ( 47 )

2 unchanged sentences

Investment in unconsolidated entities ( 6,943 ) ( 611 )

Investment in convertible promissory notes ( 31,500 ) ( 51,044 )

Acquisition of business, net of cash acquired 226,628 —

1 unchanged sentence

Acquisition of property, plant and equipment ( 66,002 ) ( 12,859 )

Proceeds from investor loan 11,001 —

Investment in equity instruments — ( 5,000 )

Proceeds from sale of leasing equipment — 116

Proceeds from sale of property, plant and equipment 142 20

Proceeds from sale of easement 3,486 —

Net cash used in investing activities ( 89,638 ) ( 139,010 )

Net cash provided by (used in) investing activities 164,299 ( 18,846 )

Cash flows from financing activities:

Proceeds from debt, net 28,237 —

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

Payment of financing costs ( 1,270 ) ( 265 )

2 unchanged sentences

Settlement of equity-based compensation ( 545 ) ( 189 )

Distributions to non-controlling interests ( 15,039 ) ( 1,647 )

Net cash provided by financing activities 154,015 69,506

Net increase (decrease) in cash and cash equivalents and restricted cash 57,154 ( 71,718 )

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

Cash and cash equivalents and restricted cash, end of period $ 144,633 $ 77,924

Net cash used in financing activities ( 2,537 ) ( 454 )

Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 76,111 ( 23,183 )

Cash and cash equivalents and restricted cash and cash equivalents, beginning of period 147,296 87,479

Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 223,407 $ 64,296

Supplemental disclosure of non-cash investing and financing activities:

Acquisition of property, plant and equipment $ 48,522 $ —

Acquisition of business ( 285,977 ) —

Dividends and accretion of redeemable preferred stock 3,675 ( 16,975 )

Non-cash change in equity method investment ( 633 ) ( 21,115 )

Financing fees ( 16,158 ) ( 2,012 )

See accompanying notes to consolidated financial statements.

6 unchanged sentences

“FTAI” or “Former Parent”).

The Company owns and operates (i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a 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 (“Repauno”), (iv) an equity method investment in a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), and (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”).

The Company owns and operates (i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a 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 (“Repauno”), (iv) a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), and (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”).

Additionally, we own and lease shipping containers (“Containers”) and operate a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries (“FYX”).

21 unchanged sentences

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

Liquidity — As disclosed in Note 20, subsequent to March 31, 2025, the Company has (i) executed its Series 2025 Bonds at its Repauno segment in an aggregate principal amount of approximately $ 300.0 million that will be due on January 1, 2035 and January 1, 2045, (ii) executed a binding loan commitment for $ 106.0 million at its Repauno segment that will be due in 18 months from initial funding and (iii) executed a loan agreement for $ 40.0 million at its Power and Gas segment that will be due June 7, 2026.

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 current common dividend that our board of directors declared on May 6, 2025 that will be paid on May 27, 2025 (see Note 20).

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 financial statements were issued.

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

Variable Interest Entities —The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment.

VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

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 FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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.

Delaware River Partners LLC

5 unchanged sentences

and accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated financial statements.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

VIE assets of DRP were $ 305.3 million and $ 305.0 million, and total VIE liabilities of DRP were $ 62.4 million and $ 52.7 million as of September 30, 2024 and December 31, 2023, respectively.

Total VIE assets of DRP were $ 360.8 million and $ 341.6 million, and total VIE liabilities of DRP were $ 110.1 million and $ 88.5 million as of March 31, 2025 and December 31, 2024, respectively.

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 8) 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:

7 unchanged sentences

Scrap value at end of useful life

Buildings and site improvements 20 - 30 years

Buildings and improvements

20 - 30 years

Scrap value at end of useful life

1 unchanged sentence

Scrap value at end of useful life

15 - 40 years

Terminal machinery and equipment 15 - 25 years from date of manufacture

6 unchanged sentences

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.

Natural Gas Operations

Property and Related Depletion — The Company follows the successful efforts method of accounting for costs incurred in the exploration and development of oil and gas producing activities.

All development costs, including lease acquisition costs, are capitalized.

The Company capitalizes exploratory drilling costs until a determination is made that the well or project has either found proved reserves or is dry.

After an exploratory well has been drilled and found oil and natural gas reserves, a determination may be pending as to whether the oil and natural gas quantities can be classified as proved.

In those circumstances, the Company continues to capitalize the drilling costs pending the determination of proved status if (i) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (ii) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project.

If the exploratory well is determined to be a dry well, the costs are charged to exploration expense.

Other exploration costs, including geological and geophysical costs, are expensed as incurred.

Capitalized costs are amortized using the unit-of-production method based on total proved reserves.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles, and operating and development cost assumptions.

Asset Impairments — Oil and natural gas proved properties periodically are assessed for possible impairment in accordance with ASC Topic 360, Property, Plant and Equipment.

The Company monitors its oil and natural gas properties as well as the market and business environments in which it operates and makes assessments about events that could result in potential impairment issues.

Such potential events may include, but are not limited to, commodity price declines, unanticipated increases in operating costs, and lower than expected production performance.

If a material event occurs, the Company makes an estimate of undiscounted future cash flows to determine whether the asset is impaired.

Impairment losses are recognized when the estimated discounted future cash flows are less than the current net book values of the properties.

If the asset is impaired, the Company will record an impairment loss for the difference between the net book value of the properties and the fair value of the properties.

The fair value of the properties typically is estimated using discounted cash flows.

The Company also may recognize impairments of capitalized costs for unproved properties in accordance with ASC Topic 932 – Extractive Activities – Oil and Gas.

The greatest portion of these costs generally relates to the leasehold acquisitions.

The costs are capitalized and periodically evaluated for recoverability, based on changes brought about by exploration activities, changes in economic factors and potential shifts in business strategy.

Capitalized Interest — The interest cost associated with major development and construction projects is capitalized and included in the cost of the project.

Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use.

We capitalized interest of $ 1.9 million and $ 1.1 million during the three months ended September 30, 2024 and 2023, respectively, and $ 4.1 million and $ 3.9 million during the nine months ended September 30, 2024 and 2023, respectively.

We capitalized interest of $ 4.1 million and $ 1.0 million during the three months ended March 31, 2025 and 2024, respectively.

Repairs and Maintenance — Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred.

Our repairs and maintenance expenses were $ 5.4 million and $ 5.3 million during the three months ended September 30, 2024 and 2023, respectively, and $ 15.7 million and $ 14.5 million during the nine months ended September 30, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Our repairs and maintenance expenses were $ 4.5 million and $ 5.2 million during the three months ended March 31, 2025 and 2024, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Impairment of Long-Lived Assets — We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable.

6 unchanged sentences

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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Other Current Assets — Other current assets is comprised of:

September 30, 2024

March 31, 2025

December 31, 2024

Note receivable

$ 25,759 $ 21,425

Commodities inventory

Prepaid expenses

2 unchanged sentences

$ 30,010 $ 19,561

The Company records interest income on the note receivable in Other income in the Consolidated Statements of Operations using the contractual interest rate.

Other Assets — Other assets consists of a note receivable of $ 20.8 million and $ — million as of September 30, 2024 and December 31, 2023, respectively, from Long Ridge Energy & Power LLC, see details in Note 5.

Other assets also consists of capitalized contract costs of $ 19.8 million and $ 17.6 million as of September 30, 2024 and December 31, 2023, respectively.

Other assets also consists of a note receivable of $ 11.8 million and $ 11.7 million as of September 30, 2024 and December 31, 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

Other Assets — Other assets consists of capitalized contract costs of $ 17.3 million and $ 18.6 million as of March 31, 2025 and December 31, 2024, respectively.

Other assets also consists of a note receivable of $ 12.0 million and $ 11.9 million as of March 31, 2025 and December 31, 2024, 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 in the Consolidated Statements of Operations, on this note receivable using the contractual interest rate.

Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX.

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, as of September 30, 2024 and December 31, 2023, respectively.

Other Current Liabilities —Other current liabilities primarily include environmental liabilities of $ 0.7 million and $ 0.5 million, insurance premium liabilities of $ 6.4 million and $ 5.0 million and deferred revenue of $ 9.0 million and $ 8.3 million as of March 31, 2025 and December 31, 2024, respectively.

Goodwill —Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar, FYX and Long Ridge Energy & Power LLC (“Long Ridge”).

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

carrying amount of goodwill within the Jefferson Terminal, Railroad, Corporate and Other and Power and Gas segments was $ 122.7 million, $ 147.2 million, $ 5.4 million, and $ 127.6 million, respectively, as of March 31, 2025 and $ 122.7 million, $ 147.2 million, $ 5.4 million, and $ — million, respectively, as of December 31, 2024.

The increase in goodwill was due to our acquisition of Long Ridge Energy & Power LLC in February 2025 (see Note 3 for additional details).

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

2 unchanged sentences

The determination of fair value involves significant management judgment.

For an annual goodwill impairment assessment, an optional qualitative analysis may be performed.

If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss.

A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill.

The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data.

If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value.

As of October 1, 2023, for our Jefferson Terminal reporting unit, we completed a quantitative analysis.

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 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.

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.

At October 1, 2023, approximately 6.2 million barrels of storage was operational.

Our discount rate for our 2023 goodwill impairment analysis was 10.3 % and our assumed terminal growth rate was 2.5 %.

If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment.

The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S.

and Canada, are expected to result in increased demand for storage on the U.S.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.

We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years.

Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.

There were no impairments of goodwill for the three and nine months ended September 30, 2024 and 2023.

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.

There were no impairments of goodwill for the three months ended March 31, 2025 and 2024.

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.

We use the interest method to accrete to the redemption value.

Convertible Preferred Stock — We classify the Series B Preferred Stock ("Convertible Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to a change in control provision that would trigger redemption.

The Series B Preferred Stock is not currently probable of becoming redeemable;

as a result, the issuance costs and PIK dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets.

The Company will adjust earnings (loss) per share for the dividends on an as converted basis.

Deferred Financing Costs — Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans .

Unamortized deferred financing costs of $ 30.1 million and $ 31.3 million as of September 30, 2024 and December 31, 2023, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 1.8 million and $ 1.8 million during the three months ended September 30, 2024 and 2023, respectively, and $ 6.4 million and $ 4.9 million during the nine months ended September 30, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Unamortized deferred financing costs of $ 13.8 million and $ 14.8 million as of March 31, 2025 and December 31, 2024, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 2.9 million and $ 1.9 million during the three months ended March 31, 2025 and 2024, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Terminal Services Revenues — Terminal services are provided to customers for the receipt and redelivery of various commodities.

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Revenues are typically invoiced for each repair and generally have 30-day payment terms.

Gas Revenues — The Company’s natural gas revenues are based on actual sales volumes of commodities sold by Diversified Energy Inc.

(“Diversified”).

Diversified owns the portions of certain Long Ridge natural gas wells not owned by Long Ridge, operates all Long Ridge’s natural gas wells and markets excess natural gas not required for plant operations to various end users in the open market.

The Company has concluded that the control transfers to the natural gas operator at the point of delivery (i.e., wellhead or the inlet of the operating entity’s system) and revenue is recognized when control transfers.

In these instances, revenue is recorded net of any marketing, gathering and compressor fees.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Power Revenues — Power revenues are recognized from Long Ridge’s revenues into PJM Interconnection, Inc.’s (“PJM”) day-ahead and spot markets.

Certain transmission losses, control and dispatch market support fees, and other fees incurred by PJM are netted into revenue.

Power revenues are recognized upon generation of the electricity and simultaneous consumption by the customer.

Revenue is recognized based on the invoiced amount which is equal to the value of Long Ridge’s performance obligation satisfied with the customer.

Long Ridge participates in PJM’s capacity market and provides a stated quantity of capacity and generates electricity as required during the performance period.

Long Ridge receives payment for and recognizes revenue with respect to Long Ridge’s capacity commitments ratably over the term of its capacity commitments.

Other Revenue — Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials.

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Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively.

Finance lease ROU

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets.

Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets.

All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease.

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Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities;

lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.

and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.

Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers.

We attempt to limit our credit risk by performing ongoing credit evaluations.

We earned approximately 50 % of total revenues for the three and nine months ended September 30, 2024 from one customer in the Railroad segment.

Additionally, we earned 13 % of total revenues for the three and nine months ended September 30, 2024 from one customer in the Jefferson Terminal segment.

We earned 55 % and 52 % of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Railroad segment.

We earned 12 % and 11 % of total revenues for the three and nine months ended September 30, 2023, respectively, from one customer in the Jefferson Terminal segment.

As of September 30, 2024, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 61 % 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.

We earned approximately 41 % of total revenues for the three months ended March 31, 2025 from one customer in the Railroad segment.

Additionally, we earned 11 % of total revenues for the three months ended March 31, 2025 from one customer in the Jefferson Terminal segment.

We earned 51 % of total revenues for the three months ended March 31, 2024, from one customer in the Railroad segment.

We earned 14 % of total revenues for the three months ended March 31, 2024, from one customer in the Jefferson Terminal segment.

As of March 31, 2025, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 50 % of total accounts receivable, net.

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

We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions.

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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.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Accumulated Other Comprehensive Income (Loss)

Components of accumulated other comprehensive income at March 31, 2025 are as follows:

Derivatives Equity method investee Pension and other postretirement benefit accounts Total

Balance at beginning of period $ — $ ( 182,983 ) $ 25,932 $ ( 157,051 )

Other comprehensive loss before reclassification ( 24,050 ) ( 633 ) — $ ( 24,683 )

Amounts reclassified from accumulated other comprehensive loss ( 381 ) 183,616 ( 558 ) $ 182,677

Net current period other comprehensive (loss) income, net of tax ( 24,431 ) 182,983 ( 558 ) $ 157,994

Accumulated other comprehensive (loss) income $ ( 24,431 ) $ — $ 25,374 $ 943

Components of accumulated other comprehensive loss at March 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 loss before reclassification ( 21,115 ) ( 50 ) $ ( 21,165 )

Amounts reclassified from accumulated other comprehensive loss — 37 $ 37

Net current period other comprehensive loss, net of tax ( 21,115 ) ( 13 ) $ ( 21,128 )

Accumulated other comprehensive (loss) income $ ( 201,575 ) $ 1,932 $ ( 199,643 )

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

Derivative Financial Instruments

Electricity Derivatives — Our equity method investee, Long Ridge, enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures.

Electricity Derivatives — Long Ridge enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures.

Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price.

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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 Statements of Comprehensive (Loss) Income 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 Statements of Cash Flows.

Prior to our acquisition of 100% of Long Ridge Energy & Power LLC on February 26, 2025 (“the Long Ridge Energy & Power LLC acquisition date”), our share of the derivative's gain or loss was reported as Other comprehensive income (loss) related to equity method investees in our 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 was disclosed as a Non-cash change in equity method investment in our Consolidated Statements of Cash Flows.

Subsequent to the Long Ridge Energy & Power LLC acquisition date, the derivative's gain or loss is reported as Other comprehensive income (loss) in our Consolidated Statement of Comprehensive Income (Loss) and recorded in Accumulated deficit in our Consolidated Balance Sheets.

The derivative's realized gain or loss is reported through Net income (loss) included in Cash flows from operating activities within our Consolidated Statement of Cash Flows.

The realized gain or loss is reclassified into Revenues on the Consolidated Statement of Operations.

Derivatives Not Designated As Hedging Instruments

Certain of these derivative instruments are not designated as hedging instruments for accounting purposes.

Our share of the change in fair value of these contracts is recognized in Equity in losses of unconsolidated entities in the Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses of unconsolidated entities in our Consolidated Statements of Cash Flows.

Certain of these derivative instruments were not designated as hedging instruments for accounting purposes, prior to the acquisition of Long Ridge.

Prior to the Long Ridge Energy & Power LLC acquisition date, our share of the change in fair value of these contracts was recognized in Equity in earnings (losses) of unconsolidated entities in the Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments was recognized in Equity in earnings (losses) of unconsolidated entities in our Consolidated Statements of Cash Flows.

Subsequent to the Long Ridge Energy & Power LLC acquisition date, all electricity swaps are designated as cash flow hedges.

The Company records all electricity derivative assets and liabilities on a gross basis at fair value, which are included in the Consolidated Balance Sheets.

Income Taxes — Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S.

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Refer to Note 13 for additional discussion on the pension and postretirement benefit plans.

LEASING EQUIPMENT, NET AND PROPERTY

ACQUISITION OF LONG RIDGE ENERGY & POWER LLC

On February 26, 2025, the Company entered into a 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.

This transaction resulted in a controlling 100% ownership in Long Ridge Energy & Power LLC.

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 issued by the Company to certain affiliates of GCM at a fair value of $ 160.0 million.

Additionally, the Company had a pre-existing shareholder loan outstanding with Long Ridge for $ 106.0 million that was settled with the transaction.

Long Ridge Energy & Power LLC operates within the Power and Gas reportable segment.

See Note 16 for additional information.

The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations at Long Ridge Energy & Power LLC have been included in the Company’s Consolidated Statements of Operations as of the effective date of the acquisition.

Prior to obtaining a controlling interest in Long Ridge, the Company accounted for its 50.1 % investment as an equity method investment (see Note 6 for information regarding the previous treatment).

This transaction was accounted for as a “step acquisition” (as defined by U.S.

GAAP) and, as such, the Company remeasured its pre-existing equity interest in Long Ridge immediately prior to the completion of the acquisition to its estimated fair value of $ 189.8 million.

The results of Long Ridge since the acquisition date have been included in the Company’s consolidated financial statements.

In accordance with accounting for a step acquisition, the Company recognized a gain of $ 120.0 million, which is included in Gain (loss) on sale of assets, net in the Consolidated Statements of Operations.

There was also an income tax benefit of $ 9.2 million recorded as part of Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets that was reclassified to (Benefit from) provision for income taxes in the Consolidated Statements of Operations.

In connection with the acquisition, we recorded $ 1.6 million of acquisition and transaction expense during the three months ended March 31, 2025, which is included in Acquisition and transaction expenses in the Consolidated Statements of Operations.

In accordance with ASC 805, Business Combinations , the following fair values assigned to underlying assets acquired and liabilities assumed are based on management’s estimates and assumptions, which will be refined during the measurement period.

The significant assumptions used to estimate the fair value of the property, plant and equipment included replacement cost estimates, salvage values and market data for similar assets where available.

The significant assumptions used to estimate the value of the customer relationship intangible assets included discount rate and future revenues and operating expenses.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table summarizes the allocation of the preliminary purchase price, as presented in our Consolidated Balance Sheet:

February 26, 2025 (Unaudited)

Fair value of assets acquired:

Cash and cash equivalents $ 17,205

Restricted cash 218,422

Accounts receivable 12,364

Property, plant and equipment 1,513,618

Intangible assets 1,500

Other assets 11,855

Total assets acquired 1,774,964

Fair value of liabilities assumed:

Accounts payable and accrued liabilities 53,667

Debt 1,115,200

Derivative liabilities 197,795

Other liabilities 51,154

Total liabilities assumed 1,417,816

Total preliminary purchase consideration $ 484,734

________________________________________________________

(1) This goodwill is assigned to the Power and Gas segment and is not tax deductible for income tax purposes.

The following table presents the preliminary estimated fair value of the identifiable intangible assets and their estimated useful lives:

Estimated useful life in years Fair value

Customer relationships 15

Total $ 1,500

The following table presents the preliminary estimated fair value of the property, plant and equipment and their estimated remaining useful lives:

Estimated remaining useful life in years Fair value

Construction in progress N/A

Unproved properties N/A

Proved developed properties N/A

Power generation 12 - 37

Computer software 2

Land and improvements N/A

Buildings 10 - 39

Machinery & equipment 2 - 37

Track and track related assets 8 - 34

Vehicles 2 - 3

Total $ 1,513,618

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available.

The preliminary measurement of assets and liabilities are subject to change.

Furthermore, the Company is still evaluating the appropriate useful lives for the acquired property, plant and equipment and intangible assets.

A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocated to goodwill.

The unaudited financial information in the table below summarizes the combined results of operations of FTAI Infrastructure and Long Ridge Energy & Power LLC on a pro forma basis, as though the companies had been combined as of January 1, 2024.

These pro forma results were based on estimates and assumptions which we believe are reasonable.

The pro forma adjustments are primarily comprised of the following:

• The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired;

• Elimination of intercompany transactions between consolidated companies;

• Impacts of debt assumed, including interest for debt issued, removal of interest for eliminated debt and removal of eliminated amortization of deferred financing costs;

• Associated tax-related impacts of adjustments.

The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2024.

Three Months Ended March 31,

Total revenue $ 149,520 $ 111,841

Net (loss) income attributable to stockholders

( 40,012 ) 81,078

LEASING EQUIPMENT, NET

Leasing equipment, net is summarized as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Leasing equipment $ 49,789 $ 49,262

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Depreciation expense for leasing equipment is summarized as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Depreciation expense for leasing equipment $ 410 $ 331

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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 Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.2 million and $ 0.6 million of interest income, respectively, which is included in Revenues in the Consolidated Statements of Operations during the three and nine months ended September 30, 2024.

We also recorded $ 0.2 million and $ 0.2 million of interest income, respectively, which is included in Revenues in the Consolidated Statements of Operations during the three months ended March 31, 2025 and 2024.

FTAI INFRASTRUCTURE INC.

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Property, plant and equipment, net is summarized as follows:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Land, site improvements and rights $ 337,023 $ 181,874

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Terminal machinery and equipment 1,274,283 1,211,272

Proved oil and gas properties 168,378 —

Power plant 848,361 —

Track and track related assets 115,169 109,871

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Depreciation expense for property, plant and equipment is summarized as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Depreciation expense $ 23,606 $ 18,304

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Carrying Value

Investment Ownership Percentage September 30, 2024 December 31, 2023

Investment Ownership Percentage March 31, 2025 December 31, 2024

Intermodal Finance I, Ltd.

Equity method 51.0 % $ — $ —

Equity method See below $ — $ —

Long Ridge Energy & Power LLC (1)

Equity method 50.1 % — —

Long Ridge West Virginia LLC Equity method 50.1 % 639 6,825

Equity method See below — —

Long Ridge West Virginia LLC Equity method See below — 116

GM-FTAI Holdco LLC Equity method See below — —

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________________________________________________________

(1) The carrying value of $ 20.8 million as of September 30, 2024 is included in Other assets in the Consolidated Balance Sheet and the carrying value of $( 29.3 ) million as of December 31, 2023 is included in Other liabilities in the Consolidated Balance Sheet.

We did not recognize any other-than-temporary impairments for the three and nine months ended September 30, 2024 and 2023.

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

As of March 31, 2025, Long Ridge Energy & Power LLC was consolidated as we own 100% interest.

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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

Three Months Ended March 31,

Intermodal Finance I, Ltd.

$ 10 $ 10 $ 31 $ 44

Long Ridge Energy & Power LLC 10,899 ( 6,675 )

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We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met.

As of September 30, 2024, Intermodal owns a portfolio of approximately 144 shipping containers subject to multiple operating leases.

On February 28, 2025, the Company sold the remaining assets in Intermodal.

The related gain was recorded in Other income in the Consolidated Statement of Operations during the three months ended March 31, 2025.

Long Ridge Energy & Power LLC

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 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.

Following the sale, we deconsolidated ORP, which held the assets of Long Ridge.

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During 2023, the maturity date was extended to May 1, 2032.

As of September 30, 2024 and December 31, 2023, the balance of the note receivable was $ 111.2 million, recorded as long-term notes receivable in Other assets on the Consolidated Balance Sheet, and $ 71.0 million, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet, respectively.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The tables below present summarized financial information for Long Ridge Energy & Power LLC:

September 30, 2024 December 31, 2023

Balance Sheet

Current assets:

Cash and cash equivalents $ 3,737 $ 3,362

Restricted cash 25,268 23,691

Accounts receivable, net

Other current assets 2,436 7,357

Total current assets 36,349 40,043

Property, plant, and equipment, net

806,879 828,232

Intangible assets, net

Goodwill 86,460 86,460

Other assets 5,255 4,041

Total assets $ 938,838 $ 962,956

Current liabilities:

Accounts payable and accrued liabilities $ 23,036 $ 49,538

Debt, net 4,450 4,450

Derivative liabilities 52,594 39,891

Other current liabilities 359 2,136

Total current liabilities 80,439 96,015

Debt, net 749,729 699,372

Derivative liabilities 283,615 360,710

Other liabilities 3,450 4,941

Total liabilities 1,117,233 1,161,038

Total equity ( 178,395 ) ( 198,082 )

Total liabilities and equity $ 938,838 $ 962,956

Three Months Ended September 30, Nine Months Ended September 30,

Income Statement 2024 2023 2024 2023

$ 32,472 $ 29,208 $ 90,147 $ 132,067

Operating expenses 13,074 15,232 39,800 44,011

Depreciation and amortization 10,986 12,206 35,066 38,589

Interest expense 17,933 15,832 52,403 44,997

Total expenses 41,993 43,270 127,269 127,597

Total other (expense) income

330 ( 24 ) 278 207

Net (loss) income

$ ( 9,191 ) $ ( 14,086 ) $ ( 36,844 ) $ 4,677

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

As of December 31, 2024, $ 114.8 million was recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet.

On February 26, 2025, the shareholder loan was consolidated and eliminated in consolidation.

On February 26, 2025, the Company entered into a 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 (see Note 3 for additional details).

The Company owns 100% of Long Ridge Energy & Power LLC as of March 31, 2025.

GM-FTAI Holdco LLC

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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 was recorded in Asset impairment charges in the Consolidated Statement of Operations for the year ended December 31, 2024.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the year ended December 31, 2024, the Company also determined that its note receivable from GM-FTAI Holdco LLC should be impaired due to the investment continuing to generate operating losses and not achieving expected results.

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

During the three months ended March 31, 2025, there was an additional impairment of $ 1.4 million for contributions made in excess of losses.

Clean Planet Energy USA LLC

In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“Clean Planet” or “CPE”) with an initial investment of $ 1.0 million.

In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“CPE” or “Clean Planet”) with an initial investment of $ 1.0 million.

CPE intends on building waste plastic-to-fuel plants in the United States.

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We recorded our investment in the legal entity at the cost basis of $ 7.2 million as of November 17, 2023.

On February 19, 2025, Long Ridge Energy & Power LLC completed a comprehensive refinancing of its business.

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

As part of the refinancing, Long Ridge WV, a company owned by the Company and GCM in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100 % owned subsidiary of Long Ridge.

Long Ridge WV was owned by Long Ridge Energy & Power LLC as of the date of the acquisition discussed above.

Equity Investments

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

As of September 30, 2024, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

As of March 31, 2025, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

FTAI INFRASTRUCTURE INC.

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Intangible assets, net are summarized as follows:

September 30, 2024

Jefferson Terminal Railroad Total

March 31, 2025

Jefferson Terminal Power and Gas Railroad Total

Customer relationships $ 35,513 $ 1,500 $ 60,000 $ 97,013

Accumulated amortization ( 35,513 ) ( 9 ) ( 14,758 ) ( 50,280 )

Intangible assets, net $ — $ 47,237 $ 47,237

Total intangible assets, net

$ — $ 1,491 $ 45,242 $ 46,733

December 31, 2024

2 unchanged sentences

Accumulated amortization ( 35,513 ) ( 13,771 ) ( 49,284 )

Intangible assets, net $ 2,368 $ 50,253 $ 52,621

Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Total intangible assets, net

$ — $ 46,229 $ 46,229

Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows:

Three Months Ended March 31,

Amortization of customer relationships $ 996 $ 1,886

As of September 30, 2024, estimated net annual amortization of intangibles is as follows:

As of March 31, 2025, estimated net annual amortization of intangibles is as follows:

Remainder of 2025

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Outstanding Borrowings

Stated Interest Rate Maturity Date September 30, 2024 December 31, 2023

Stated Interest Rate Maturity Date March 31, 2025 December 31, 2024

Loans payable

7 unchanged sentences

63,800 63,800

Jefferson Credit Agreement (2)

(i) Base Rate + 3.00 %;

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

7/18/25 49,321 49,056

DRP Credit Agreement (2)

(i) Base Rate + 3.00 %;

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

7/18/25 28,509 —

Long Ridge GCM Note

12.00% 2/26/28 20,000 —

Long Ridge CanAm Loan

6.75% 9/13/29 115,200 —

Long Ridge Credit Agreement

(i) Base Rate + 3.50 %;

(ii) Base Rate + 4.50 % (Term SOFR)

2/19/32 400,000 —

Total loans payable 721,080 157,106

Bonds payable

Series 2020 Bonds (i) Tax Exempt Series 2020A Bonds:

Series 2020 Bonds (2)

(i) Tax Exempt Series 2020A Bonds:

(ii) Tax Exempt Series 2020A Bonds:

140,851 143,165

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

Series 2021 Bonds (2)

(i) Tax Exempt Series 2021A Bonds:

1.875 % to 3.00 %

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(i) 1/1/39 to 1/1/54

371,871 368,513

Senior Notes due 2027 (2)

10.50 % 6/1/27 582,790 581,169

Senior Notes due 2032

8.75 % 2/15/32 600,000 —

Total bonds payable 2,047,606 1,445,532

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Total debt, net $ 2,754,911 $ 1,587,835

Total debt due within one year $ — $ —

Total principal debt due within one year

$ 94,600 $ 50,000

________________________________________________________

(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) Includes an unamortized discount of $ 20,400 and $ 24,819 at September 30, 2024 and December 31, 2023, respectively.

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.

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.

(2) Includes an unamortized discount of $ 32,709 and $ 33,557 at March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, the weighted average interest rates on our short-term borrowings were 7.80 % and 8.61 %, respectively.

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, GCM Note, CanAm Loan and Credit Agreement

On May 17, 2024, Long Ridge WV entered into a new loan agreement with CanAm Pennsylvania Regional Center, LP XI (“CanAm”).

The transaction closed on September 13, 2024.

CanAm has agreed to provide up to $ 115.2 million to Long Ridge WV.

This loan is to mature on September 13, 2029 and has a current interest rate of 6.75 %.

As of March 31, 2025, Long Ridge WV has fully drawn on the outstanding balance of the loan.

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

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

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 three months ended September 30, 2024, we recognized an additional loss on modification of debt of $ 0.1 million from the Series 2024 Bonds.

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 September 30, 2024.

February 15, 2032.

The Notes are jointly and severally guaranteed on a senior secured basis by Long Ridge Energy Generation LLC, a Delaware limited liability company (“PowerCo”), and Ohio GasCo LLC, a Delaware limited liability company (“GasCo”).

On February 19, 2025, Long Ridge entered into a credit agreement to borrow senior secured term loans (the “New Term Loans”) 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.

The New Term Loans are jointly and severally guaranteed on a senior secured basis by PowerCo and GasCo.

On February 26, 2025, Long Ridge Energy & Power LLC entered into a Note to borrow (the “GCM Note”) an aggregate principal amount of $ 20.0 million.

The GCM Note bears interest at 12.00 % per annum and matures on February 26, 2028.

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

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.

We were in compliance with all debt covenants as of March 31, 2025.

FAIR VALUE MEASUREMENTS

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(Dollars in tables in thousands, unless otherwise noted)

The following tables set forth our financial assets measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023, by level within the fair value hierarchy.

The following tables set forth our financial assets measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024, by level within the fair value hierarchy.

Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

September 30, 2024 September 30, 2024

March 31, 2025 March 31, 2025

Total Level 1 Level 2 Level 3 Valuation Technique

Cash and cash equivalents $ 26,325 $ 26,325 $ — $ — Market

Restricted cash 124,338 124,338 — — Market

Restricted cash and cash equivalents 197,082 197,082 — — Market

Notes receivable 11,984 — 11,984 — Market

Total assets $ 235,391 $ 223,407 $ 11,984 $ —

Derivative liabilities $ ( 153,632 ) $ — $ ( 153,632 ) $ — Income

Total liabilities $ ( 153,632 ) $ — $ ( 153,632 ) $ —

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

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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

Total assets $ 159,189 $ 147,296 $ 11,893 $ —

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.

The fair value of our electricity derivative liabilities are estimated by applying the income approach, which is based on discounted projected future cash flows.

The valuation of our electricity derivatives is based on management’s best estimate of certain key assumptions, which include estimated power forward curves, probability of default, and the discount rate.

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.

Except as discussed below, our financial instruments other than cash and cash equivalents, restricted cash and the CarbonFree note receivable consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values due to their short maturity profiles.

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

September 30, 2024 December 31, 2023

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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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:

March 31, 2025 December 31, 2024

Series 2020A Bonds (1)

$ 121,455 $ 122,978

Series 2020B Bonds (1)

Series 2021A Bonds (1)

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Series 2024A Bonds (1)

167,601 167,291

Series 2024B Bonds (1)

223,973 222,609

Senior Notes due 2027 627,984 642,036

Senior Notes due 2032

EB-5 Loan Agreement 23,842 23,208

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The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

We measure the fair value of certain assets on a non-recurring basis when U.S.

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Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses.

DERIVATIVE FINANCIAL INSTRUMENTS

Long Ridge Energy & Power LLC is subject to electricity price volatility stemming from the sales of electricity from the Long Ridge power generation plant.

Long Ridge Energy & Power LLC enters into electricity swap agreements to manage our exposure to electricity price fluctuations.

The electricity swap derivatives are designated as hedging instruments within cash flow hedging relationships.

The Company recognizes the realized gain or loss in Revenues in our Consolidated Statements of Operations.

As of March 31, 2025, we have a $ 10.0 million letter of credit and $ 1.0 million letter of credit that have been provided to electricity swap counterparties and will mature on February 26, 2026 and February 10, 2026, respectively.

Long Ridge entered into interest rate swaps to manage our exposure to SOFR increases on the Long Ridge Credit Agreement.

These derivatives are not designated as hedging instruments.

The Company recognizes the unrealized and realized gain or loss in Interest expense on our Consolidated Statements of Operations.

The following table presents information related to our outstanding derivative contracts as of March 31, 2025:

March 31, 2025

Notional Amount Fair Value of Assets Fair Value of Liabilities Term

Derivatives Designated as Cash Flow Hedges:

Electricity Swaps (MWh) 22,121 $ — $ ( 153,632 ) 4 to 7 Years

Non-Hedge Derivative Instruments:

Interest Rate Swaps ($) 200,000 — ( 292 ) 3 Years

Total $ — $ ( 153,924 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table presents a summary of the changes in fair value for electricity swap and interest rate swap derivatives:

Three Months Ended March 31, 2025

Electricity Swaps Interest Rate Swaps Total

Beginning balance $ — $ — $ —

Acquisition of derivative ( 197,795 ) — ( 197,795 )

Payoff of hedge 67,005 — 67,005

Net unrealized losses recognized in earnings (1)

— ( 292 ) ( 292 )

Unrealized losses recognized in other comprehensive loss ( 22,842 ) — ( 22,842 )

Ending balance $ ( 153,632 ) $ ( 292 ) $ ( 153,924 )

________________________________________________________

(1) Interest rate swaps are recognized in Interest expense in the Consolidated Statements of Operations.

We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue.

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We have elected to exclude sales and other similar taxes from revenues.

Three Months Ended September 30, 2024

Three Months Ended March 31, 2025

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total

Lease income $ 457 $ 880 $ — $ — $ — $ 1,337

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Roadside services revenues — — — — 12,976 12,976

Power revenues — — — 15,780 — 15,780

Gas revenues — — — 1,188 — 1,188

Other revenue — — 1 — — 1

Total revenues $ 42,631 $ 19,449 $ 3,811 $ 17,294 $ 12,976 $ 96,161

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2024

Ports and Terminals

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Roadside services revenues — — — 13,528 13,528

Other revenue — — 1 — 1

Total revenues $ 46,312 $ 18,616 $ 4,079 $ 13,528 $ 82,535

As of March 31, 2025 and December 31, 2024, we recorded capitalized contract cost of $ 22.3 million and $ 23.5 million, of which $ 4.9 million and $ 4.9 million is included in Other current assets and $ 17.3 million and $ 18.6 million is included in Other assets on the Consolidated Balance Sheets, respectively.

Capitalized contract cost is amortized using the straight-line method, over the expected contract term.

We recorded $1.2 million and $0.6 million of amortization which is included in Operating expenses in the Consolidated Statements of Operations during three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025, the Company recognized revenue of $ 0.3 million that was included in the deferred revenue balance at the beginning of the year.

FTAI INFRASTRUCTURE INC.

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Three Months Ended September 30, 2023

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 394 $ 343 $ — $ — $ 737

Rail revenues 41,470 — — — 41,470

Terminal services revenues — 16,267 4,087 — 20,354

Roadside services revenues — — — 18,145 18,145

Other revenue — — — — —

Total revenues $ 41,864 $ 16,610 $ 4,087 $ 18,145 $ 80,706

Nine Months Ended September 30, 2023

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 1,231 $ 968 $ — $ — $ 2,199

Rail revenues 124,184 — — — 124,184

Terminal services revenues — 51,838 8,532 — 60,370

Roadside services revenues — — — 54,230 54,230

Other revenue — — ( 1,951 ) — ( 1,951 )

Total revenues $ 125,415 $ 52,806 $ 6,581 $ 54,230 $ 239,032

As of September 30, 2024 and December 31, 2023, we recorded capitalized contract cost of $ 24.7 million and $ 19.8 million, of which $ 4.9 million and $ 2.2 million is included in Other current assets and $ 19.8 million and $ 17.6 million is included in Other assets on the Consolidated Balance Sheets, respectively.

During the three and nine months ended September 30, 2024, the Company recognized revenue of $ 0.3 million and $ 1.0 million, respectively, that was included in the deferred revenue balance at the beginning of the year.

EQUITY-BASED COMPENSATION

On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.

As of September 30, 2024, the Incentive Plan provides for the issuance of up to 30.0 million shares.

We report equity-based compensation expense within Operating expenses and General and administrative in the Consolidated Statements of Operations.

As of March 31, 2025, the Incentive Plan provides for the issuance of up to 30.0 million shares.

We account for equity-based compensation expense in accordance with ASC 718, Compensation – Stock Compensation and we report equity-based compensation within Operating expenses and General and administrative in the Consolidated Statements of Operations.

Director Compensation

During the nine months ended September 30, 2024, we issued 11,062 shares of common stock to certain directors as compensation.

During the three months ended March 31, 2025, we issued 2,005 shares of common stock to certain directors as compensation.

Stock Options

During the nine months ended September 30, 2024, 346,862 options were exercised by certain directors and officers for 282,940 shares of common stock.

During the nine months ended September 30, 2024, 11,818,062 options were exercised by the Manager for 8,418,561 shares of common stock.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

In connection with our February 2025 offering of Series B Preferred stock (see Note 17 ), the Company issued to the Manager, options to purchase 2.9 million shares of common stock at a per share exercise price of $ 5.61 , which had a grant date fair value of $ 7.4 million.

During the three months ended March 31, 2025, certain directors and officers exercised 5,000 options at a weighted average exercise price of $ 1.93 and received a net 5,000 shares of common stock.

Subsidiary Stock-Based Compensation

The following table presents the expense related to our subsidiary stock-based compensation arrangements recognized in the Consolidated Statements of Operations:

Expense Recognized During the Three Months Ended September 30,

Expense Recognized During the Nine Months Ended September 30,

Expense Recognized During the Three Months Ended March 31,

Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

2024 2023 2024 2023

Restricted shares $ 70 $ — $ 370 0.7

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

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 Statements of Operations:

Expense Recognized During the Three Months Ended September 30,

Expense Recognized During the Nine Months Ended September 30,

Expense Recognized During the Three Months Ended March 31,

Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

2024 2023 2024 2023

Restricted stock units $ 810 $ 2,050 $ 1,756 0.9

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Pension benefits earned are generally based on years of service and compensation during active employment.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Postretirement Benefits

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The amendment and related remeasurement resulted in a decrease of the liability by $ 28.2 million with a corresponding adjustment to accumulated other comprehensive loss.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table summarizes our retirement benefit plan costs (benefits).

Service costs are recorded in Operating expenses, while other net costs are recorded in Other income within the Consolidated Statements of Operations.

Three Months Ended September 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

Service costs $ 406 $ 82 $ 348 $ 446

Interest costs 212 78 117 374

Expected return on plan assets ( 50 ) — — —

Amortization of prior service costs — ( 341 ) — 34

Amortization of actuarial gains 3 ( 198 ) ( 46 ) —

Total $ 571 $ ( 379 ) $ 419 $ 854

Nine Months Ended September 30,

Three Months Ended March 31,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

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Total $ 513 $ ( 397 ) $ 474 $ 933

The total employer contributions for the nine months ended September 30, 2024 and 2023 were $ 1.5 million and $ 1.5 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2024 is $ 0.4 million.

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The total employer contributions for the three months ended March 31, 2025 and 2024 were $ 0.4 million and $ 0.7 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2025 is $ 2.3 million.

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

Three Months Ended March 31,

Federal $ — $ —

State and local 313 468

Total current provision (benefit)

214 ( 30 ) 793 412

Total current provision

Federal ( 21,084 ) 938

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federal tax rate of 21 % primarily due to state taxes and the valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries.

As of and for the nine months ended September 30, 2024, we had not established a liability for uncertain tax positions as no such positions existed.

The tax benefit for the three months ended March 31, 2025 included a partial release of our valuation allowance and a reclassification of the taxes from Accumulated other comprehensive income in the Consolidated Balance Sheet to Benefit from income taxes in the Consolidated Statement of Operations resulting from the acquisition of Long Ridge Energy & Power LLC in February 2025.

As of and for the three months ended March 31, 2025, we had not established a liability for uncertain tax positions as no such positions existed.

In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S.

federal, state, local and foreign income tax examinations by tax authorities.

Generally, we are not subject to examination by taxing authorities for tax years prior to 2021.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of March 31, 2025.

FTAI INFRASTRUCTURE INC.

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state, local and foreign income tax examinations by tax authorities.

Generally, we are not subject to examination by taxing authorities for tax years prior to 2020.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of September 30, 2024.

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

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

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Management fee

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We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement.

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

FTAI INFRASTRUCTURE INC.

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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.

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.

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.

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The following table summarizes our reimbursements to the Manager:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Classification in the Consolidated Statements of Operations:

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Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments).

Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase a number of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock).

Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock).

Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress.

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 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 15.

On August 12, 2024, 8.7 million Manager options were exercised, as discussed in Note 10.

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 for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 17.

On August 12, 2024, 8.7 million Manager options were exercised.

In February 2025, we issued 2.9 million options to purchase common stock to the Manager, with a term of 10 years and a strike price of $ 5.61 as compensation for services rendered in connection with the offering of Series B Preferred stock as discussed in Note 17.

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Accrued management fees $ 2,542 $ 5,541

Other payables 2,355 4,047

As of September 30, 2024 and December 31, 2023, there w ere no receivables from the Manager.

As of March 31, 2025 and December 31, 2024, there w ere no receivables from the Manager.

Other Affiliate Transactions

As of September 30, 2024 and December 31, 2023, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the consolidated financial statements.

The carrying amount of this non-controlling interest at September 30, 2024 and December 31, 2023 was $( 109.3 ) million and $( 78.0 ) million, respectively.

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

As of March 31, 2025 and December 31, 2024, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated financial statements.

The carrying amount of this non-controlling interest at March 31, 2025 and December 31, 2024 was $( 130.6 ) million and $( 119.5 ) 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:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Non-controlling interest share of net loss $ ( 11,084 ) $ ( 10,465 )

In October 2022, we entered into a shareholder loan agreement with Long Ridge.

Refer to Notes 3 and 6 for additional information.

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

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 in FYX.

In October 2022, we entered into a shareholder loan agreement with our equity method investee, Long Ridge.

Refer to Note 5 for additional information.

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

For the nine months ended September 30, 2024 and 2023, the Company incurred approximatel y $ 0.4 million a nd $ 0.3 million of rent and office related expenses, respectively.

For the three months ended March 31, 2025 and 2024, the Company incurred approximately $ 0.1 million a nd $ 0.1 million of 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.

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SEGMENT INFORMATION

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 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.

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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.

The Power and Gas segment is comprised of 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.

The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.

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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, 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.

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

For the Three Months Ended September 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

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

Total revenues $ 44,781 $ 19,682 $ 3,951 $ — $ — $ 14,897 $ 83,311

Operating expenses 24,723 17,138 6,764 1 — 14,140 62,766

General and administrative — — — — — 2,989 2,989

Acquisition and transaction expenses 95 — — 1,681 — 750 2,526

Management fees and incentive allocation to affiliate — — — — — 2,807 2,807

Depreciation and amortization 4,936 11,988 2,489 — — 79 19,492

Total expenses 29,754 29,126 9,253 1,682 — 20,765 90,580

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — — — ( 10,474 ) ( 3,844 ) 10 ( 14,308 )

Gain on sale of assets, net 5 2,753 — — — — 2,758

Gain on modification or extinguishment of debt — 747 — — — — 747

Interest expense ( 78 ) ( 13,107 ) ( 92 ) — — ( 18,236 ) ( 31,513 )

Other income 819 916 — 3,594 1,206 2 6,537

Total other income (expense) 746 ( 8,691 ) ( 92 ) ( 6,880 ) ( 2,638 ) ( 18,224 ) ( 35,779 )

Income (loss) before income taxes 15,773 ( 18,135 ) ( 5,394 ) ( 8,562 ) ( 2,638 ) ( 24,092 ) ( 43,048 )

Provision for (benefit from) income taxes 1,174 ( 426 ) ( 73 ) — — ( 767 ) ( 92 )

Net income (loss) 14,599 ( 17,709 ) ( 5,321 ) ( 8,562 ) ( 2,638 ) ( 23,325 ) ( 42,956 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 71 ( 9,700 ) ( 334 ) — — — ( 9,963 )

Dividends and accretion of redeemable preferred stock — — — — — 16,978 16,978

Net income (loss) attributable to stockholders $ 14,528 $ ( 8,009 ) $ ( 4,987 ) $ ( 8,562 ) $ ( 2,638 ) $ ( 40,303 ) $ ( 49,971 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

Three Months Ended September 30, 2024

Ports and Terminals

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

Adjusted EBITDA $ 21,080 $ 11,764 $ ( 1,406 ) $ 11,105 $ ( 673 ) $ ( 4,942 ) $ 36,928

Non-controlling share of Adjusted EBITDA 6,318

Equity in losses of unconsolidated entities ( 14,308 )

Interest and other costs on pension and OPEB liabilities 248

Dividends and accretion of redeemable preferred stock ( 16,978 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 5,625 )

Interest expense ( 31,513 )

Depreciation and amortization expense ( 20,725 )

Incentive allocations —

Asset impairment charges —

Changes in fair value of non-hedge derivative instruments —

Gains on the modification or extinguishment of debt and capital lease obligations 747

Acquisition and transaction expenses ( 2,526 )

Equity-based compensation expense ( 2,629 )

Provision for income taxes 92

Other non-recurring items —

Net loss attributable to stockholders $ ( 49,971 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Nine Months Ended September 30, 2024

Nine Months Ended September 30, 2024

For the Three Months Ended March 31, 2025

Three Months Ended March 31, 2025

Ports and Terminals

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Depreciation and amortization 5,086 11,240 2,496 6,090 — 100 25,012

Asset impairment — — — — 1,375 — 1,375

Total expenses 28,118 29,333 9,478 13,470 1,375 22,828 104,602

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — — — ( 24,847 ) ( 14,182 ) 31 ( 38,998 )

Other income (expense)

Equity in earnings (losses) of unconsolidated entities — — — 10,588 ( 3,949 ) 50 6,689

(Loss) gain on sale of assets, net ( 124 ) — — 119,952 — — 119,828

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

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Ports and Terminals

2 unchanged sentences

Non-controlling share of Adjusted EBITDA 38 6,956 338 — — — 7,332

Equity in losses of unconsolidated entities ( 38,998 )

Equity in earnings (losses) of unconsolidated entities — — — 10,588 ( 3,949 ) 50 6,689

Interest and other costs on pension and OPEB liabilities 265 — — — — — 265

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Equity-based compensation expense ( 358 ) ( 508 ) ( 302 ) — — ( 85 ) ( 1,253 )

Provision for income taxes ( 1,980 )

(Provision for) benefit from income taxes ( 812 ) ( 423 ) ( 12 ) 42,457 — 304 41,514

Other non-recurring items — — ( 1,035 ) — — — ( 1,035 )

Net loss attributable to stockholders $ ( 160,903 )

Net income (loss) attributable to stockholders $ 13,739 $ ( 15,128 ) $ ( 6,793 ) $ 170,044 $ ( 4,985 ) $ ( 47,153 ) $ 109,724

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

For the Three Months Ended September 30, 2023

Three Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Three Months Ended March 31, 2024

Port and Terminals

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Depreciation and amortization 5,012 12,330 2,444 — — 735 20,521

Asset impairment — — — — — — —

Total expenses 30,038 31,464 8,615 692 — 23,075 93,884

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Equity in (losses) earnings of unconsolidated entities — — — ( 7,037 ) ( 4,874 ) 9 ( 11,902 )

(Loss) gain on sale of assets, net ( 264 ) 1 — — — — ( 263 )

Loss on extinguishment of debt ( 937 ) — — — — ( 1,083 ) ( 2,020 )

Loss on sale of assets, net ( 13 ) — — — — — ( 13 )

Interest expense ( 69 ) ( 9,297 ) ( 146 ) — — ( 18,081 ) ( 27,593 )

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

Three Months Ended September 30, 2023

Three Months Ended March 31, 2024

Port and Terminals

2 unchanged sentences

Non-controlling share of Adjusted EBITDA 25 5,489 168 — — — 5,682

Equity in losses of unconsolidated entities ( 9,914 )

Equity in (losses) earnings of unconsolidated entities — — — ( 7,037 ) ( 4,874 ) 9 ( 11,902 )

Interest and other costs on pension and OPEB liabilities ( 600 ) — — — — — ( 600 )

9 unchanged sentences

Equity-based compensation expense ( 290 ) ( 1,759 ) ( 291 ) — — — ( 2,340 )

Provision for income taxes ( 8 )

(Provision for) benefit from income taxes ( 1,092 ) 554 136 — — ( 1,403 ) ( 1,805 )

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

Net loss attributable to stockholders $ ( 56,101 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Nine Months Ended September 30, 2023

Nine Months Ended September 30, 2023

Port and Terminals

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

Total revenues $ 125,415 $ 52,806 $ 6,581 $ — $ — $ 54,230 $ 239,032

Operating expenses 71,824 49,963 16,884 1,990 29 55,663 196,353

General and administrative — — — — — 9,388 9,388

Acquisition and transaction expenses 553 116 — 71 1 813 1,554

Management fees and incentive allocation to affiliate — — — — — 9,304 9,304

Depreciation and amortization 14,588 36,656 6,916 — — 2,417 60,577

Asset impairment 743 — — — — — 743

Total expenses 87,708 86,735 23,800 2,061 30 77,585 277,919

Other income (expense)

Equity in earnings (losses) of unconsolidated entities — — — 2,343 ( 9,560 ) 44 ( 7,173 )

(Loss) gain on sale of assets, net ( 473 ) 733 — — — — 260

Loss on extinguishment of debt ( 937 ) — — — — ( 1,083 ) ( 2,020 )

Interest expense ( 2,252 ) ( 24,142 ) ( 1,845 ) ( 3 ) — ( 45,189 ) ( 73,431 )

Other (expense) income ( 1,616 ) ( 1,303 ) — 5,021 1,876 — 3,978

Total other (expense) income ( 5,278 ) ( 24,712 ) ( 1,845 ) 7,361 ( 7,684 ) ( 46,228 ) ( 78,386 )

Income (loss) before income taxes 32,429 ( 58,641 ) ( 19,064 ) 5,300 ( 7,714 ) ( 69,583 ) ( 117,273 )

Provision for income taxes 1,842 224 257 — — 237 2,560

Net income (loss) 30,587 ( 58,865 ) ( 19,321 ) 5,300 ( 7,714 ) ( 69,820 ) ( 119,833 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 83 ( 28,921 ) ( 1,034 ) — — ( 229 ) ( 30,101 )

Dividends and accretion of redeemable preferred stock — — — — — 45,811 45,811

Net income (loss) attributable to stockholders $ 14,436 $ ( 11,120 ) $ ( 4,260 ) $ ( 5,427 ) $ ( 4,214 ) $ ( 45,997 ) $ ( 56,582 )

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(Dollars in tables in thousands, unless otherwise noted)

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

Nine Months Ended September 30, 2023

Port and Terminals

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

Adjusted EBITDA $ 54,889 $ 21,363 $ ( 7,456 ) $ 29,687 $ ( 4,163 ) $ ( 20,092 ) $ 74,228

Non-controlling share of Adjusted EBITDA 15,577

Equity in losses of unconsolidated entities ( 7,173 )

Interest and other costs on pension and OPEB liabilities ( 1,440 )

Dividends and accretion of redeemable preferred stock ( 45,811 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 20,630 )

Interest expense ( 73,431 )

Depreciation and amortization expense ( 60,577 )

Incentive allocations —

Asset impairment charges ( 743 )

Changes in fair value of non-hedge derivative instruments ( 1,125 )

Losses on the modification or extinguishment of debt and capital lease obligations ( 2,020 )

Acquisition and transaction expenses ( 1,554 )

Equity-based compensation expense ( 5,814 )

Provision for income taxes ( 2,560 )

Other non-recurring items ( 2,470 )

Net loss attributable to stockholders $ ( 135,543 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Balance Sheet

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All property, plant and equipment and leasing equipment are located in North America.

September 30, 2024

March 31, 2025

Ports and Terminals

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REDEEMABLE PREFERRED STOCK

On August 1, 2022, the Company issued and sold 300,000 shares of Redeemable Preferred Stock at a price of $ 1,000 per share and $ 0.01 par value.

Series A Preferred Stock - Redeemable Preferred Stock

On August 1, 2022, the Company issued and sold 300,000 shares of Series A Redeemable Preferred Stock (the “Series A” or “Series A Preferred Stock”) at a price of $ 1,000 per share and $ 0.01 par value.

The shares were issued at a 3 % discount for net proceeds of $ 291.0 million.

The Company also issued two classes of warrants to the preferred stockholders.

The fair value of the Redeemable Preferred Stock and the warrants at issuance were determined to be $ 242.7 million and $ 13.8 million, respectively .

The Company incurred $ 16.4 million of issuance costs related to the Redeemable Preferred Stock and warrants.

The Company also issued two classes of warrants to the preferred stockholders (see Note 18).

The fair value of the Series A Preferred Stock and the warrants at issuance were determined to be $ 242.7 million and $ 13.8 million, respectively .

The Company incurred $ 16.4 million of issuance costs related to the Series A Preferred Stock and warrants.

Additionally, the Company issued options to the Manager with a total fair value of $ 18.1 million (see Note 15).

The Redeemable Preferred Stock has the following rights, preferences and restrictions:

Each holder of the Redeemable Preferred Stock will have one vote per share on any matter on which holders of the Redeemable Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent.

The holders of shares of the Redeemable Preferred Stock do not otherwise have any voting rights.

The Series A Preferred Stock has the following rights, preferences and restrictions:

Each holder of the Series A Preferred Stock will have one vote per share on any matter on which holders of the Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent.

The holders of shares of the Series A Preferred Stock do not otherwise have any voting rights.

Liquidation Preference

The Redeemable Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Redeemable Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $ 150.0 million of cash Dividends (the ”Base Preferred Return Amount”).

Dividends on the Redeemable Preferred Stock are payable at a rate equal to 14.0 % per annum subject to increase in accordance with the terms of the Redeemable Preferred Stock.

Specifically, the rate will be increased by 2.0 % per annum for any periods during the first two years following closing of the issuance of the Redeemable Preferred Stock, where the dividend is not paid in cash.

Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Redeemable Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion.

The Series A Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Series A Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $ 150.0 million of cash Dividends (the ”Base Preferred Return Amount”).

Dividends on the Series A Preferred Stock are payable at a rate equal to 14.0 % per annum subject to increase in accordance with the terms of the Series A Preferred Stock.

Specifically, the rate will be increased by 2.0 % per annum for any periods during the first two years following closing of the issuance of the Series A Preferred Stock, where the dividend is not paid in cash.

Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Series A Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion.

After the second anniversary of the issuance date, we are required to pay such dividends in cash.

Failure to pay such dividends will result in a dividend rate equal to 18.0 % per annum, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date will constitute an event of noncompliance.

The dividend rate on the Redeemable Preferred Stock will increase by 1.0 % per annum beginning on the fifth anniversary of the issuance date of the Redeemable Preferred Stock.

As of September 30, 2024, the Company has $ 109.9 million of PIK dividends increasing our Redeemable Preferred Stock balance.

The Company had dividends paid in cash of $ 9.7 million for the three and nine months ended September 30, 2024.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 15.3 million and $ 14.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 46.5 million and $ 40.9 million for the nine months ended September 30, 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.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 1.7 million and $ 1.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 5.1 million and $ 4.9 million for the nine months ended September 30, 2024 and 2023, respectively.

The dividend rate on the Series A Preferred Stock will increase by 1.0 % per annum beginning on the fifth anniversary of the issuance date of the Series A Preferred Stock.

As of March 31, 2025, the Company has $ 116.2 million of PIK dividends increasing our Series A Preferred Stock balance.

The Company had dividends paid in cash of $ 25.5 million for the three months ended March 31, 2025.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 17.6 million and $ 15.3 million for the three months ended March 31, 2025 and 2024, respectively.

The Company has presented the Series A 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.

Mandatory Redemption :

The Redeemable Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”).

The Series A Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”).

Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, we will be required to redeem all preferred stock in cash at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption.

Optional Redemption:

The Redeemable Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption.

The Series A Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption.

Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company.

If the Redeemable Preferred Stock were redeemed as of September 30, 2024, it would be redeemable for $ 436.8 million.

Amendment to Certificate of Designations of Our Series A Preferred Stock

On July 5, 2023, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for its Series A Preferred Stock (the “Certificate of Designations”) became effective, amending certain provisions of the Certificate of Designations to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur in order to facilitate

If the Series A Preferred Stock were redeemed as of March 31, 2025, it would be redeemable for $ 416.2 million.

Series B Preferred Stock - Redeemable Convertible Preferred Stock

On February 26, 2025, the Company issued 160,000 shares of Series B Redeemable Convertible Preferred Stock (the “Series B” or “Series B Preferred Stock”) at a face value of $ 1,000 per share and $ 0.01 par value.

The shares were issued at par for net consideration of $ 160.0 million.

In connection with the issuance of the Series B Preferred Stock, the Company also issued

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

the issuance of the additional $ 100.0 million of Senior Notes due 2027 (the “Additional Notes”).

The holders of our Series A Preferred Stock received a customary fee for their consent and purchased $ 33.4 million aggregate principal amount of the Additional Notes.

warrants to the Series A preferred stockholders (see Note 18) and options to the Manager (see Note 15).

The Company concluded the fair value of the Series B Preferred Stock was equal to its face value of $ 160.0 million, and each of the warrants and options had aggregate fair values of $ 1.0 million and $ 7.4 million, respectively.

In addition to the warrants and options, the Company also paid a consent fee to Series A holders of $ 1.7 million.

As the warrants and consent fee modified the Series A Preferred Stock agreement we treated these as deemed dividends on the Series A.

The Series B Preferred Stock has the following rights, preferences and restrictions:

Each holder of the Series B Preferred Stock will have one vote per share on certain matters to which holders of the Series B are entitled to vote separately as a class, whether at a meeting or by written consent.

The holders of shares of the Series B Preferred Stock do not otherwise have any voting rights, however, they were provided with a seat on the Company’s Board of Directors at the issuance date.

Liquidation Preference

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 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 equal to 9.00 % per annum for any dividend paid in cash with respect to the immediately preceding quarter, and 10.00 % per annum for any dividend paid-in-kind, at the Company’s election.

For any quarter in which the Company elects not to pay a cash dividend, such dividend will be added to the liquidation preference of each share, as further set forth in the certificate of designations of Series B Convertible Junior Preferred Stock of the Company, which was filed by the Company with the Secretary of State of the State of Delaware and became effective on February 26, 2025.

So long as the Series A Preferred Stock remains outstanding, no dividends may be declared or paid in cash on the Series B Preferred Stock.

As of March 31, 2025, the Company has $ 1.5 million of dividends increasing the Liquidation Preference on the Series B Preferred Stock.

Dividends are not recorded as redemption is not currently expected.

The Company has presented the Series B Preferred Stock in temporary equity as its redemption is not solely within the Company’s control.

However, the Series B Preferred Stock is not currently probable of becoming redeemable;

as a result, the issuance costs and PIK dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets.

The Company shall be obligated to repurchase all shares of Series B Preferred Stock upon the consummation of a change of control, at a price per share equal to 102 % of the sum of the then-current liquidation preference plus any accrued and unpaid dividends since the end of the most recent dividend period (such sum, the “ liquidation value”).

Additionally, the Company shall have the right to redeem the Series B Preferred Stock, at any time and from time to time, at a price per share equal to (i) if within the first two years after the Issue Date, (a) an amount in cash that, taken together with any cash dividends paid to the redemption date, would equal 120 % of the initial liquidation preference plus (b) 43.75 warrants (each, an “Optional Redemption Warrant”) and (ii) thereafter, 102 % of the then-applicable liquidation value.

Each Optional Redemption Warrant shall be exercisable for one share of common stock at an exercise price of $ 8.18 .

If the Company issues Optional Redemption Warrants pursuant to an optional redemption, it will enter into a warrant agreement governing the terms of such Optional Redemption Warrant.

In each case, the repurchase or redemption of Series B Preferred Stock shall be subject to the condition that no shares of Series A Preferred Stock remain outstanding as of such time.

If the Series B Preferred Stock were redeemed at the option of the Company as of March 31, 2025, it would be redeemable for cash of $ 192.0 million and 7.0 million Optional Redemption Warrants.

If the Series B Preferred Stock were redeemed due to a change in control as of March 31, 2025, it would be redeemable for $ 164.7 million.

Conversion Rights and Limitations

Each share of Series B Preferred Stock is convertible by its holder at any time after the Issue Date into, subject to certain limitations described below, a number of shares of common stock equal to (i) the then-applicable liquidation value divided by (ii) the conversion price, initially set at $ 8.18 per share of common stock and subject to certain customary anti-dilution adjustments.

Should the cumulative number of shares of common stock delivered upon conversion of the Series B Preferred Stock and exercise of Optional Redemption Warrants since the Issue Date exceed 22,237,370 shares, or approximately 19.5 % of the 113,936,865 shares of common stock outstanding as of February 10, 2025, (the “Share Cap”), all further conversion and exercise consideration will be payable in cash in lieu of shares, calculated based on the volume-weighted average price per share of common stock on the trading day immediately preceding the conversion or exercise date, unless the Company obtains

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

shareholder approval to issue such consideration in shares of common stock.

Furthermore, no holder of Series B Preferred Stock or Optional Redemption Warrants may convert any share of Series B Preferred Stock or exercise any Optional Redemption Warrant into shares of common stock if and to the extent that such conversion or exercise would result in such holder beneficially owning in excess of 19.99 % of the total number of shares of common stock issued and outstanding immediately following such conversion, determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “ Exchange Act”).

If the Series B Preferred Stock were converted at the option of the holder as of March 31, 2025, they would be converted to 19,739,295 shares of common stock.

The Company would have no obligation under the Share Cap to pay cash on an optional conversion at March 31, 2025.

EARNINGS PER SHARE AND EQUITY

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

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

Basic earnings (loss) per share of common stock is calculated by dividing net earnings (loss) attributable to stockholders by the weighted average number of common stock outstanding.

Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to stockholders 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.

The calculation of basic and diluted LPS is presented below:

Three Months Ended September 30,

Nine Months Ended September 30,

The calculation of basic and diluted earnings (loss) per share is presented below:

Three Months Ended March 31,

(in thousands, except per share data) 2025 2024

Net loss $ ( 42,956 ) $ ( 50,049 ) $ ( 141,393 ) $ ( 119,833 )

Net income (loss)

$ 120,164 $ ( 50,297 )

Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,401 ) ( 10,690 )

1 unchanged sentence

21,841 16,975

Net loss attributable to stockholders

Net income (loss) attributable to stockholders

109,724 ( 56,582 )

Convertible preferred stock dividend

Net income (loss) attributable to common stockholders

$ 108,257 $ ( 56,582 )

Weighted Average Common Stock Outstanding - Basic (1)

2 unchanged sentences

122,758,859 104,189,287

Loss per share:

Earnings (loss) per share:

Basic $ 0.95 $ ( 0.54 )

1 unchanged sentence

________________________________________________________

(1) Three and nine months ended September 30, 2024 includes penny warrants that were converted into common stock during the periods.

(2) Diluted LPS for the three and nine months ended September 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended September 30, 2024 and 2023, 1,578,404 and 3,023,965 shares of common stock, respectively, and for the nine months ended September 30, 2024 and 2023, 1,399,408 and 2,343,212 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

(1) Three months ended March 31, 2024 included penny warrants that were converted into common stock during the year ended December 31, 2024.

(2) Diluted earnings per share for the three months ended March 31, 2025 includes the dilutive effect of subsidiary earnings per share and convertible preferred stock.

Diluted earnings per share for the three months ended March 31, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended March 31, 2025 and 2024, — and 7,196,869 shares of common stock, respectively, have been excluded from the calculation of Diluted earnings (loss) per share because the impact would be anti-dilutive.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Common Stock Warrants

A summary of the status of the Company’s outstanding stock warrants and changes during the nine months ended September 30, 2024 is as follows:

A summary of the status of the Company’s outstanding stock warrants and changes during the three months ended March 31, 2025 is as follows:

Number of Warrants Weighted Average Exercise Price

1 unchanged sentence

3,342,566 $ 9.85

Issued 550,000 10.00

Exercised — —

Outstanding as of September 30, 2024 (1)

Outstanding as of March 31, 2025 (1)

3,892,566 $ 9.76

Warrants exercisable as of September 30, 2024 (1)

Warrants exercisable as of March 31, 2025 (1)

3,892,566 $ 9.76

________________________________________________________

(1) Weighted average exercise price as of September 30, 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 o f September 30, 2024 is 5.8 years.

The aggregate intrinsic value of the warrants as of September 30, 2024 is $ — million.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

(1) Weighted average exercise price as of March 31, 2025 includes adjustments for quarterly dividend payments.

On July 22, 2024, members of Ares Management LLC (“Ares”) 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.

On February 26, 2025, the Company and 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.

The weighted average remaining contractual term of the outstanding warrants as of March 31, 2025 is 5.3 years.

The aggregate intrinsic value of the warrants as of March 31, 2025 is $ — million .

COMMITMENTS AND CONTINGENCIES

In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications.

We have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $ 15.0 million.

We have entered also into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $ 15.0 million.

We will account for such amounts when and if such conditions are achieved.

The contingency related to $ 5.0 million of the total $ 15.0 million was resolved during the year ended December 31, 2021, and the contingency related to an additional $ 5.0 million of the total $ 15.0 million was resolved during the year ended December 31, 2022.

The contingency related to $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2021, and the contingency related to an additional $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2022.

SUBSEQUENT EVENTS

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.

On October 30, 2024, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended September 30, 2024, payable on November 19, 2024 to the holders of record on November 12, 2024.

On October 30, 2024, our board of directors also declared a cash dividend on our preferred stock of $ 16.47 per share to the holders of preferred stock for the period from September 30, 2024 through October 30, 2024, payable on October 31, 2024.

On May 6, 2025, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended March 31, 2025, payable on May 27, 2025 to the holders of record on May 19, 2025.

May 2025 Long Ridge Credit Agreement

On May 7, 2025, our Power and Gas segment entered into a credit agreement providing for a $ 40.0 million loan facility, which matures on June 7, 2026, and bears interest at 15.75 %.

Series 2025 Bonds

On May 15, 2025, certain subsidiaries within the Repauno segment, and the New Jersey Economic Development Authority, completed their previously announced offering of $ 300.0 million principal amount of Series 2025 Bonds (the “Tax Exempt Series 2025A Bonds”).

Concurrently with the closing of the Tax Exempt Series 2025A Bonds, Repauno will enter into a senior secured credit agreement for an aggregate principal amount of $ 106.0 million of Taxable Series 2025B Bonds (the “Taxable Series 2025B Bonds” and, together with the Tax Exempt Series 2025A Bonds, the “Series 2025 Bonds”), for which we have a binding signed commitment letter.

Certain subsidiaries within the Repauno segment pledged certain assets in support of the Series 2025 Bonds.

The Tax Exempt Series 2025A Bonds consist of:

• $ 150.0 million principal amount of Term Bonds maturing on January 1, 2035, and bearing interest at a fixed rate of 6.375 % per annum, and

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

• $ 150.0 million principal amount of Term Bonds maturing on January 1, 2045, and bearing interest at a fixed rate of 6.625 % per annum.

The Taxable Series 2025B Bonds will mature in 18 months from initial funding, and bear interest at a fixed rate of 8.50 % per annum.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on May 16, 2025 for additional detail.

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-Q

Item 1. Financial Statements