What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-15 compared with 2025-05-16 · 486 added, 262 removed, 1106 unchanged (40% of the section changed)

3 unchanged sentences

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

Notes March 31, 2025 December 31, 2024

Notes June 30, 2025 December 31, 2024

Current assets:

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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)

300,000 Series A shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively;

redemption amount of $ 435.5 million and $ 431.8 million at June 30, 2025 and December 31, 2024, respectively)

17 397,652 381,218

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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)

160,000 Series B shares issued and outstanding as of June 30, 2025;

redemption amount of $ 192.0 million at June 30, 2025)

Common stock ($ 0.01 par value per share;

2,000,000,000 shares authorized;

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

115,087,817 and 113,934,860 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively)

Additional paid in capital 724,514 764,381

Accumulated deficit ( 333,112 ) ( 405,818 )

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

Accumulated other comprehensive loss ( 17,084 ) ( 157,051 )

Stockholders' equity 375,469 202,651

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Notes 2025 2024 2025 2024

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Total expenses 129,080 87,925 232,307 181,809

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 )

Other (expense) income

Equity in (losses) earnings of unconsolidated entities 6 ( 1,995 ) ( 12,788 ) 3,319 ( 24,690 )

(Loss) gain on sale of assets, net — ( 150 ) 119,828 ( 163 )

Loss on modification or extinguishment of debt 8 ( 4,066 ) ( 9,170 ) ( 4,073 ) ( 9,170 )

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Other income 3,052 6,963 6,745 9,328

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

Total other (expense) income ( 62,213 ) ( 44,835 ) 23,503 ( 81,978 )

(Loss) income before income taxes ( 69,007 ) ( 47,873 ) 9,643 ( 96,365 )

Provision for (benefit from) income taxes 14 952 267 ( 40,562 ) 2,072

Net (loss) income ( 69,959 ) ( 48,140 ) 50,205 ( 98,437 )

Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,100 ) ( 11,400 ) ( 22,501 ) ( 22,090 )

Dividends and accretion of redeemable preferred stock 20,957 17,610 42,798 34,585

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:

Net (loss) income attributable to stockholders $ ( 79,816 ) $ ( 54,350 ) $ 29,908 $ ( 110,932 )

Net (loss) income attributable to common stockholders 18 $ ( 83,898 ) $ ( 54,350 ) $ 24,359 $ ( 110,932 )

(Loss) earnings per share:

Basic $ ( 0.73 ) $ ( 0.52 ) $ 0.21 $ ( 1.06 )

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FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

(Dollars in thousands)

Three Months Ended March 31,

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

Other comprehensive income (loss):

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net (loss) income $ ( 69,959 ) $ ( 48,140 ) $ 50,205 $ ( 98,437 )

Other comprehensive (loss) income:

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

( 17,468 ) 22,219 141,084 1,104

Change in pension and other employee benefit accounts

( 559 ) 26,156 ( 1,117 ) 26,143

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

Comprehensive (loss) income ( 87,986 ) 235 190,172 ( 71,190 )

Comprehensive loss attributable to non-controlling interests ( 11,100 ) ( 11,400 ) ( 22,501 ) ( 22,090 )

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

Comprehensive (loss) income attributable to stockholders $ ( 76,886 ) $ 11,635 $ 212,673 $ ( 49,100 )

______________________________________________________________________________________

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

(1) Net of deferred tax benefit of $ 9.2 million and $ — million for the six months ended June 30, 2025 and 2024, respectively.

See accompanying notes to consolidated financial statements.

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(Dollars in thousands)

Three Months Ended March 31, 2025

Three and Six Months Ended June 30, 2025

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

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

Three Months Ended March 31, 2024

Net loss ( 58,859 ) ( 11,100 ) ( 69,959 )

Other comprehensive loss ( 18,027 ) ( 18,027 )

Total comprehensive loss — — ( 58,859 ) ( 18,027 ) ( 11,100 ) ( 87,986 )

Issuance of common shares 3 ( 3 ) —

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

Dividends and accretion of redeemable preferred stock ( 20,957 ) ( 20,957 )

Equity-based compensation 552 358 910

Equity - June 30, 2025 $ 1,151 $ 724,514 $ ( 333,112 ) $ ( 17,084 ) $ ( 149,843 ) $ 225,626

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

(Dollars in thousands)

Three and Six Months Ended June 30, 2024

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

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

Net loss ( 36,740 ) ( 11,400 ) ( 48,140 )

Other comprehensive income 48,375 48,375

Total comprehensive (loss) income — — ( 36,740 ) 48,375 ( 11,400 ) 235

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

Dividends declared on common stock ( 3,252 ) ( 3,252 )

Dividends and accretion of redeemable preferred stock ( 17,610 ) ( 17,610 )

Equity-based compensation 1,509 290 1,799

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

See accompanying notes to consolidated financial statements.

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(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

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Amortization of other comprehensive income ( 4,732 ) —

Paid-in-kind interest expense 897 —

Provision for credit losses 195 514

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Proceeds from investor loan 11,001 —

Investment in promissory notes and loans — ( 17,500 )

Investment in equity instruments — ( 5,000 )

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Proceeds from debt, net 494,074 449,689

Repayment of debt ( 126,102 ) ( 242,001 )

Payment of financing costs ( 21,545 ) ( 10,022 )

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Settlement of equity-based compensation ( 545 ) ( 3,216 )

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 )

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

Net cash provided by financing activities 313,480 173,108

Net increase in cash and cash equivalents and restricted cash and cash equivalents 300,967 98,986

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

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Dividends and accretion of redeemable preferred stock ( 17,282 ) ( 34,585 )

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

See accompanying notes to consolidated financial statements.

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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”).

Additionally, we 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”).

We have five reportable segments:

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

Liquidity — 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.

Liquidity —As part of the evaluation under ASC 205-40, management reviewed its debt maturities over the next 12 months and concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support, in full, the repayment of $ 302.5 million of debt due in approximately 12 months.

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

Management approved and has begun implementing a plan to alleviate liquidity risk by (i) refinancing the Jefferson Taxable Series 2024B Bonds and issuing a new term loan with a multi-year maturity, (ii) the consummation of the transactions described in Note 20 and (iii) refinancing the term loan committed in conjunction with the transactions described in Note 20 through the issuance of new long-term senior notes.

If fully implemented, 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.

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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

A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary,

FTAI INFRASTRUCTURE INC.

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(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.

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.

Delaware River Partners LLC

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

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

We concluded that we are the primary beneficiary;

Prior to the completion of our debt offering at Repauno in May 2025 (refer to Note 8 for additional details), DRP was solely reliant on us to finance its activities and therefore was a VIE.

We concluded that we were the primary beneficiary;

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

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.

Total VIE assets of DRP were $ 341.6 million, and total VIE liabilities of DRP were $ 88.5 million as of December 31, 2024.

Due to the debt offering at Repauno in May 2025, Repauno is sufficiently capitalized, and therefore, is no longer considered a VIE;

this change in classification does not have a financial impact on the Company’s financial statements.

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.

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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.

If the exploratory well is determined to be a dry well, the costs

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

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.

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.

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

We capitalized interest of $ 7.7 million and $ 1.2 million during the three months ended June 30, 2025 and 2024, respectively, and $ 11.8 million and $ 2.2 million during the six months ended June 30, 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 $ 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.

Our repairs and maintenance expenses were $ 8.9 million and $ 5.1 million during the three months ended June 30, 2025 and 2024, respectively, and $ 13.5 million and $ 10.3 million during the six months ended June 30, 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.

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Other Current Assets — Other current assets is comprised of:

March 31, 2025

June 30, 2025

December 31, 2024

Commodities inventory

Prepaid expenses

$ 12,014 $ 9,751

Other receivables

1 unchanged sentence

$ 22,632 $ 19,561

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.

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.

Other Current Liabilities —Other current liabilities primarily include environmental liabilities of $ 0.6 million and $ 0.5 million, insurance premium liabilities of $ 3.9 million and $ 5.0 million and deferred revenue of $ 9.5 million and $ 8.3 million as of June 30, 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”).

The 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 $ 125.9 million, respectively, as of June 30, 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).

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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.

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The determination of fair value involves significant management judgment.

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

There were no impairments of goodwill for the three and six months ended June 30, 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.

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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.

as a result, the issuance costs and paid-in-kind (“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 $ 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.

Unamortized deferred financing costs of $ 31.7 million and $ 14.8 million as of June 30, 2025 and December 31, 2024, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 2.3 million and $ 2.7 million during the three months ended June 30, 2025 and 2024, respectively, and $ 5.2 million and $ 4.6 million during the six months ended June 30, 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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We attempt to limit our credit risk by performing ongoing credit evaluations.

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.

We earned approximately 32 % and 36 %, respectively, of total revenues for the three and six months ended June 30, 2025 from one customer in the Railroad segment.

Additionally, we earned approximately 11 % of total revenues for both the three and six months ended June 30, 2025 from one customer in the Jefferson Terminal segment.

We earned approximately 49 % and 50 %, respectively, of total revenues for the three and six months ended June 30, 2024, from one customer in the Railroad segment.

We earned approximately 13 % and 14 %, respectively, of total revenues for the three and six months ended June 30, 2024, from one customer in the Jefferson Terminal segment.

As of June 30, 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.

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(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:

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive (loss) income at June 30, 2025 are as follows:

Three and Six Months Ended June 30, 2025

Derivatives Equity method investee Pension and other postretirement benefit accounts Total

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

Accumulated other comprehensive (loss) income - December 31, 2024

$ — $ ( 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

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 )

( 24,431 ) 182,983 ( 558 ) 157,994

Accumulated other comprehensive (loss) income - March 31, 2025

$ ( 24,431 ) $ — $ 25,374 $ 943

Other comprehensive loss before reclassification ( 16,124 ) — — ( 16,124 )

Amounts reclassified from accumulated other comprehensive loss

( 1,344 ) — ( 559 ) ( 1,903 )

Net current period other comprehensive loss, net of tax

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.

( 17,468 ) — ( 559 ) ( 18,027 )

Accumulated other comprehensive (loss) income - June 30, 2025 $ ( 41,899 ) $ — $ 24,815 $ ( 17,084 )

Components of accumulated other comprehensive (loss) income at June 30, 2024 are as follows:

Three and Six Months Ended June 30, 2024

Equity method investee Pension and other postretirement benefit accounts Total

Accumulated other comprehensive (loss) income - December 31, 2023

$ ( 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) income, net of tax

( 21,115 ) ( 13 ) ( 21,128 )

Accumulated other comprehensive (loss) income - March 31, 2024

$ ( 201,575 ) $ 1,932 $ ( 199,643 )

Other comprehensive income before reclassification 22,219 26,584 48,803

Amounts reclassified from accumulated other comprehensive loss — ( 428 ) ( 428 )

Net current period other comprehensive income, net of tax 22,219 26,156 48,375

Accumulated other comprehensive (loss) income - June 30, 2024 $ ( 179,356 ) $ 28,088 $ ( 151,268 )

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 (loss) income related to cash flow hedges and changes in pension and other postretirement benefit accounts.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Derivative Financial Instruments

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

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.

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 (loss) income related to derivatives 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 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.

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

The derivative's realized gain or loss is reported through Net (loss) income 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.

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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.

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 (losses) earnings 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 (losses) earnings 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.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

5 unchanged sentences

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

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

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

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

12 unchanged sentences

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.

The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations at Long

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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).

2 unchanged sentences

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 accounting for a step acquisition, the Company recognized a gain of $ 120.0 million, which is included in (Loss) gain 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 loss in the Consolidated Balance Sheets that was reclassified to Provision for (benefit from) income taxes in the Consolidated Statements of Operations.

In connection with the acquisition, we recorded $ 0.6 million and $ 2.2 million of acquisition and transaction expense during the three and six months ended June 30, 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.

1 unchanged sentence

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:

21 unchanged sentences

Total $ 1,000

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

11 unchanged sentences

Total $ 1,516,873

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.

10 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Total revenue $ 122,286 $ 113,256 $ 271,806 $ 225,097

3 unchanged sentences

Leasing equipment, net is summarized as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Leasing equipment $ 49,826 $ 49,262

2 unchanged sentences

Depreciation expense for leasing equipment is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Depreciation expense for leasing equipment $ 412 $ 345 $ 822 $ 676

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Sales-Type Leases

3 unchanged sentences

Lease payments will increase based on an inflation escalator and be treated as variable lease payments as they occur.

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 $ 0.2 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

We also recorded $ 0.2 million and $ 0.2 million of interest income, respectively, during the three months ended June 30, 2025 and 2024, and $ 0.4 million and $ 0.4 million of interest income, respectively, during the six months ended June 30, 2025 and 2024, which is included in Revenues in the Consolidated Statements of Operations.

PROPERTY, PLANT AND EQUIPMENT, NET

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Land, site improvements and rights $ 351,833 $ 181,874

15 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Depreciation expense $ 32,576 $ 17,933 $ 56,182 $ 36,237

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

Carrying Value

Investment Ownership Percentage March 31, 2025 December 31, 2024

Investment Ownership Percentage June 30, 2025 December 31, 2024

Intermodal Finance I, Ltd.

8 unchanged sentences

(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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

As of June 30, 2025, Long Ridge Energy & Power LLC was consolidated as we own 100% interest.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Intermodal Finance I, Ltd.

$ — $ 12 $ 50 $ 21

Long Ridge Energy & Power LLC — ( 7,147 ) 10,899 ( 13,822 )

12 unchanged sentences

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.

The related gain was recorded in Other income in the Consolidated Statement of Operations during the three and six months ended June 30, 2025.

Long Ridge Energy & Power LLC

7 unchanged sentences

(“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.

The Company owns 100% of Long Ridge Energy & Power LLC as of June 30, 2025.

GM-FTAI Holdco LLC

2 unchanged sentences

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

9 unchanged sentences

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.

During the six months ended June 30, 2025, there was an impairment of $ 1.4 million for contributions made in excess of losses recorded to Equity in (losses) earnings of unconsolidated entities.

Clean Planet Energy USA LLC

5 unchanged sentences

In November 2023, we sold a 49.9 % interest in Long Ridge West Virginia LLC (“Long Ridge WV”), previously a wholly owned subsidiary, for $ 7.5 million in cash.

Long Ridge WV is a VIE as defined in U.S.

Long Ridge WV is a VIE as defined under U.S.

GAAP, but we are not the primary beneficiary.

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

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

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

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

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

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

14 unchanged sentences

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

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

As of June 30, 2025, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

FTAI INFRASTRUCTURE INC.

3 unchanged sentences

Intangible assets, net are summarized as follows:

March 31, 2025

June 30, 2025

Jefferson Terminal Power and Gas Railroad Total

10 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Amortization of customer relationships $ 1,010 $ 1,885 $ 2,006 $ 3,771

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

As of June 30, 2025, estimated net annual amortization of intangibles is as follows:

Remainder of 2025

6 unchanged sentences

Outstanding Borrowings

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

Stated Interest Rate Maturity Date June 30, 2025 December 31, 2024

Loans payable

3 unchanged sentences

11/5/26 $ — $ 44,250

DRP DB Term Loan

8.50 % 11/30/26 100,897 —

EB-5 Loan Agreement 5.75 % (i) 1/25/27

(ii) 3/11/2027

(iii) 11/16/27

63,800 63,800

Jefferson Credit Agreement (2)

Jefferson Credit Agreement October 2024 (2)

(i) Base Rate + 3.00 %;

1 unchanged sentence

7/18/25 — 49,056

DRP Credit Agreement (2)

Jefferson Credit Agreement June 2025

(i) Base Rate + 3.00 %;

1 unchanged sentence

12/15/25 30,000 —

Long Ridge Acquiom Loan

15.75 % 6/7/26 40,000 —

Long Ridge GCM Note

24 unchanged sentences

376,868 368,513

Series 2025 Bonds (2)

(i) Tax Exempt Series 2025 Bonds:

(ii) Tax Exempt Series 2025 Bonds:

Senior Notes due 2027 (2)

6 unchanged sentences

Total debt, net $ 3,084,363 $ 1,587,835

Total principal debt due within one year

Principal debt due within one year

$ 84,569 $ 50,000

Debt issuance costs ( 1,815 ) ( 1,406 )

Total principal debt, net due within one year

$ 82,754 $ 48,594

(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 $ 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.

________________________________________________________

(1) Required 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 $ 30,988 and $ 33,557 at June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024, the weighted average interest rates on our short-term borrowings were 11.13 % 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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Long Ridge Energy & Power LLC Senior Secured Notes due 2032, GCM Note, CanAm Loan and Credit Agreement

3 unchanged sentences

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.

As of June 30, 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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

February 15, 2032.

The Notes will mature on 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”).

7 unchanged sentences

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.

In May 2025, we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the October 2024 Jefferson Credit Agreement.

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.

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 SOFR as administered by the Federal Reserve Bank of New York.

In May 2025, we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the March 2025 Repauno Credit Agreement.

May 2025 Long Ridge Credit Agreement

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

Series 2025 Bonds and DRP DB Term Loan

On May 28, 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 2025 Bonds”).

Concurrently with the closing of the Tax Exempt Series 2025 Bonds, Repauno entered into a senior secured credit agreement for an aggregate principal amount of $ 100.0 million of Taxable Term Loans (the “DRP DB Term Loan”).

Certain subsidiaries within the Repauno segment pledged certain assets in support of the Series 2025 Bonds and DRP DB Term Loan.

The Tax Exempt Series 2025 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

• $ 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 DRP DB Term Loan will mature in 18 months from initial funding, and bear interest at a fixed rate of 8.50 % per annum, with an option to PIK at 9.50 %.

Additionally, there was a $ 6.0 million Letter of Credit (“LOC”) issued to the Company in accordance with this transaction.

The LOC was not drawn upon as of June 30, 2025.

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

Repauno used a portion of the net proceeds from the Series 2025 Bonds to repay the March 2025 Repauno Credit Agreement and pay for or reimburse the cost of development, construction and acquisition of certain facilities.

The Company also used a portion of the net proceeds from the DRP DB Term Loan to repay the DRP Revolver and October 2024 Jefferson Credit Agreement in full.

We recognized a loss on modification of debt of (i) $ 0.8 million from the repayment of the October 2024

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Jefferson Credit Agreement, (ii) $ 2.6 million from the repayment of the March 2025 Repauno Credit Agreement and (iii) $ 0.7 million from the repayment of the DRP Revolver in connection with this transaction.

June 2025 Jefferson Credit Agreement

On June 30, 2025, our Jefferson Terminal segment entered into a credit agreement, providing for a $ 30.0 million term loan facility, which matures on December 15, 2025 with the option to extend the maturity date to August 31, 2026, and bears interest at the sum of 4.00 % plus the SOFR as administered by the Federal Reserve Bank of New York.

We were in compliance with all debt covenants as of June 30, 2025.

FAIR VALUE MEASUREMENTS

11 unchanged sentences

(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 March 31, 2025 and December 31, 2024, 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 June 30, 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

March 31, 2025 March 31, 2025

June 30, 2025 June 30, 2025

Total Level 1 Level 2 Level 3 Valuation Technique

12 unchanged sentences

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

Our notes receivable is related to 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, and record the balance of the note receivable in Other assets in the Consolidated Balance Sheets.

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

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

7 unchanged sentences

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

June 30, 2025 December 31, 2024

Series 2020A Bonds (1)

8 unchanged sentences

223,118 222,609

Series 2025 Bonds (1)

Senior Notes due 2027 624,480 642,036

16 unchanged sentences

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.

As of June 30, 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.

1 unchanged sentence

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

The following table presents information related to our outstanding derivative contracts as of June 30, 2025:

June 30, 2025

Notional Amount Fair Value of Assets Fair Value of Liabilities Term

8 unchanged sentences

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

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Electricity Swaps Interest Rate Swaps Total Electricity Swaps Interest Rate Swaps Total

Beginning balance $ ( 153,632 ) $ ( 292 ) $ ( 153,924 ) $ — $ — $ —

10 unchanged sentences

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Ports and Terminals

8 unchanged sentences

Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ 13,730 $ 122,286

Three Months Ended March 31, 2024

Six Months Ended June 30, 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 $ 818 $ 1,765 $ — $ — $ — $ 2,583

2 unchanged sentences

Roadside services revenues — — — — 26,193 26,193

Power revenues — — — 53,790 — 53,790

Gas revenues — — — 4,146 — 4,146

Other revenue — — 280 — — 280

Total revenues $ 84,771 $ 41,077 $ 6,803 $ 59,090 $ 26,706 $ 218,447

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.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended June 30, 2024

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 382 $ 802 $ — $ — $ 1,184

Rail revenues 45,256 — — — 45,256

Terminal services revenues — 20,372 3,862 — 24,234

Roadside services revenues — — — 14,213 14,213

Total revenues $ 45,638 $ 21,174 $ 3,862 $ 14,213 $ 84,887

Six Months Ended June 30, 2024

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Lease income $ 793 $ 1,599 $ — $ — $ 2,392

Rail revenues 91,157 — — — 91,157

Terminal services revenues — 38,191 7,941 — 46,132

Roadside services revenues — — — 27,741 27,741

Total revenues $ 91,950 $ 39,790 $ 7,941 $ 27,741 $ 167,422

As of June 30, 2025 and December 31, 2024, we recorded capitalized contract cost of $ 21.0 million and $ 23.5 million, of which $ 4.9 million and $ 4.9 million is included in Other current assets and $ 16.1 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 $ 1.4 million of amortization, respectively, during the three months ended June 30, 2025 and 2024, and $ 2.5 million and $ 2.0 million of amortization, respectively, during the six months ended June 30, 2025 and 2024, which is included in Operating expenses in the Consolidated Statements of Operations.

During the three and six months ended June 30, 2025, the Company recognized revenue of $ 0.7 million and $ 1.1 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 March 31, 2025, the Incentive Plan provides for the issuance of up to 30.0 million shares.

As of June 30, 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 three months ended March 31, 2025, we issued 2,005 shares of common stock to certain directors as compensation.

During the six months ended June 30, 2025, we issued 2,825 shares of common stock to certain directors as compensation.

Stock Options

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.

During the six months ended June 30, 2025, certain directors and officers exercised 548,479 options at a weighted average exercise price of $ 2.48 and received a net 330,562 shares of common stock.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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 March 31,

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

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

2025 2024 2025 2024

Restricted shares $ 70 $ 179 $ 140 $ 179 $ 300 0.9

7 unchanged sentences

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 March 31,

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

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

2025 2024 2025 2024

Restricted stock units $ 479 $ 1,235 $ 1,289 $ 3,285 $ 1,277 0.7

6 unchanged sentences

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

4 unchanged sentences

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 March 31,

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

Three Months Ended June 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

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Total $ 513 $ ( 397 ) $ 473 $ ( 137 )

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 $ — $ —

Six Months Ended June 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

Service costs $ 750 $ 170 $ 747 $ 636

Interest costs 430 158 307 545

Expected return on plan assets ( 158 ) — ( 101 ) —

Amortization of prior service costs 4 ( 870 ) — ( 274 )

Amortization of actuarial gains — ( 252 ) ( 6 ) ( 111 )

Total $ 1,026 $ ( 794 ) $ 947 $ 796

The total employer contributions for the six months ended June 30, 2025 and 2024 were $ 1.0 million and $ 1.2 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2025 is $ 1.8 million.

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

State and local $ 423 $ 111 $ 736 $ 579

Total current provision

423 111 736 579

Federal 267 ( 727 ) ( 20,817 ) 211

State and local 262 883 ( 20,481 ) 1,282

Total deferred (benefit) provision

Total deferred provision (benefit)

529 156 ( 41,298 ) 1,493

(Benefit from) provision for income taxes

Provision for (benefit from) income taxes

$ 952 $ 267 $ ( 40,562 ) $ 2,072

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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.

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.

The tax benefit for the six months ended June 30, 2025 included a partial release of our valuation allowance and a reclassification of the taxes from Accumulated other comprehensive loss in the Consolidated Balance Sheet to Provision for (benefit from) income taxes in the Consolidated Statement of Operations resulting from the acquisition of Long Ridge Energy & Power LLC in February 2025.

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

As of and for the six months ended June 30, 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 June 30, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

We are currently assessing its potential impact on our consolidated financial statements.

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Classification in the Consolidated Statements of Operations:

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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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accrued management fees $ 6,264 $ 5,541

Other payables 4,787 4,047

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

As of June 30, 2025 and December 31, 2024, there w ere no receivables from the Manager.

Other Affiliate Transactions

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.

As of June 30, 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 June 30, 2025 and December 31, 2024 was $( 141.2 ) 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Non-controlling interest share of net loss $ ( 10,580 ) $ ( 5,531 ) $ ( 21,664 ) $ ( 15,996 )

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Refer to Notes 3 and 6 for additional information.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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.

For the six months ended June 30, 2025 and 2024, the Company incurred approximately $ 0.2 million a nd $ 0.2 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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Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition.

The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, in addition to KRS, a railcar cleaning operation.

The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities.

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

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Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.

Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

Additionally, Corporate and Other includes an investment in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment.

As the chief operating decision maker (“CODM”) focuses on Transtar, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results.

Due to the immateriality of the results of KRS, we will apply this change prospectively.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

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

The 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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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

For the Three Months Ended June 30, 2025

Three Months Ended June 30, 2025

Ports and Terminals

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

Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ — $ 13,730 $ 122,286

Operating expenses 22,130 17,018 5,449 16,026 2 13,810 74,435

General and administrative — — — — — 3,862 3,862

Acquisition and transaction expenses 2,783 69 1,980 1,397 — 2,475 8,704

Management fees and incentive allocation to affiliate — — — — — 3,680 3,680

Depreciation and amortization 4,979 11,290 2,494 15,018 — 217 33,998

Asset impairment 4,401 — — — — — 4,401

Total expenses 34,293 28,377 9,923 32,441 2 24,044 129,080

Other (expense) income

Equity in losses of unconsolidated entities — — — — ( 1,995 ) — ( 1,995 )

Loss on modification or extinguishment of debt — ( 742 ) ( 3,324 ) — — — ( 4,066 )

Interest expense ( 112 ) ( 16,000 ) — ( 24,787 ) — ( 18,305 ) ( 59,204 )

Other income (expense) 399 1,282 103 345 926 ( 3 ) 3,052

Total other income (expense) 287 ( 15,460 ) ( 3,221 ) ( 24,442 ) ( 1,069 ) ( 18,308 ) ( 62,213 )

Income (loss) before income taxes 8,134 ( 22,209 ) ( 10,152 ) ( 15,087 ) ( 1,071 ) ( 28,622 ) ( 69,007 )

Provision for (benefit from) income taxes 768 336 25 — — ( 177 ) 952

Net income (loss) 7,366 ( 22,545 ) ( 10,177 ) ( 15,087 ) ( 1,071 ) ( 28,445 ) ( 69,959 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 46 ( 10,579 ) ( 567 ) — — — ( 11,100 )

Dividends and accretion of redeemable preferred stock — — — — — 20,957 20,957

Net income (loss) attributable to stockholders $ 7,320 $ ( 11,966 ) $ ( 9,610 ) $ ( 15,087 ) $ ( 1,071 ) $ ( 49,402 ) $ ( 79,816 )

FTAI INFRASTRUCTURE INC.

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

For the Three Months Ended March 31, 2025

Three Months Ended March 31, 2025

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

Three Months Ended June 30, 2025

Ports and Terminals

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

Adjusted EBITDA $ 20,671 $ 11,082 $ ( 2,082 ) $ 22,971 $ 824 $ ( 7,550 ) $ 45,916

Non-controlling share of Adjusted EBITDA 84 6,948 445 — — — 7,477

Equity in losses of unconsolidated entities — — — — ( 1,995 ) — ( 1,995 )

Interest and other costs on pension and OPEB liabilities 264 — — — — — 264

Dividends and accretion of redeemable preferred stock — — — — — ( 20,957 ) ( 20,957 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 100 — 100

Interest expense ( 112 ) ( 16,000 ) — ( 24,787 ) — ( 18,305 ) ( 59,204 )

Depreciation and amortization expense ( 4,979 ) ( 12,522 ) ( 2,494 ) ( 11,874 ) — ( 217 ) ( 32,086 )

Incentive allocations — — — — — — —

Asset impairment charges ( 4,401 ) — — — — — ( 4,401 )

Changes in fair value of non-hedge derivative instruments — — — — — — —

Losses on the modification or extinguishment of debt and capital lease obligations — ( 742 ) ( 3,324 ) — — — ( 4,066 )

Acquisition and transaction expenses ( 2,783 ) ( 69 ) ( 1,980 ) ( 1,397 ) — ( 2,475 ) ( 8,704 )

Equity-based compensation expense ( 358 ) ( 327 ) ( 150 ) — — ( 75 ) ( 910 )

(Provision for) benefit from income taxes ( 768 ) ( 336 ) ( 25 ) — — 177 ( 952 )

Other non-recurring items ( 298 ) — — — — — ( 298 )

Net income (loss) attributable to stockholders $ 7,320 $ ( 11,966 ) $ ( 9,610 ) $ ( 15,087 ) $ ( 1,071 ) $ ( 49,402 ) $ ( 79,816 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2025

Six Months Ended June 30, 2025

Ports and Terminals

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

Total revenues $ 84,771 $ 41,077 $ 6,803 $ 59,090 $ — $ 26,706 $ 218,447

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Interest expense ( 251 ) ( 32,624 ) ( 1,518 ) ( 33,804 ) — ( 34,119 ) ( 102,316 )

Other income 388 726 — 2,240 339 — 3,693

Other income (expense) 787 2,008 103 2,585 1,265 ( 3 ) 6,745

Total other income (expense) 412 ( 31,365 ) ( 4,739 ) 99,321 ( 6,054 ) ( 34,072 ) 23,503

8 unchanged sentences

(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 March 31, 2025

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

Six Months Ended June 30, 2025

Ports and Terminals

20 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

For the Three Months Ended March 31, 2024

Three Months Ended March 31, 2024

Port and Terminals

Three Months Ended June 30, 2024

Ports and Terminals

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

9 unchanged sentences

Loss on sale of assets, net ( 150 ) — — — — — ( 150 )

Loss on extinguishment of debt — ( 9,170 ) — — — — ( 9,170 )

Interest expense ( 98 ) ( 11,190 ) ( 242 ) — — ( 18,160 ) ( 29,690 )

Other (expense) income ( 603 ) 6 — 2,302 660 — 2,365

Total other expense ( 685 ) ( 9,291 ) ( 146 ) ( 4,735 ) ( 4,214 ) ( 18,072 ) ( 37,143 )

Other income 251 3,531 — 2,891 290 — 6,963

Total other income (expense) 3 ( 16,829 ) ( 242 ) ( 4,445 ) ( 5,174 ) ( 18,148 ) ( 44,835 )

Income (loss) before income taxes 16,927 ( 25,938 ) ( 4,458 ) ( 5,173 ) ( 5,181 ) ( 24,050 ) ( 47,873 )

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

Three Months Ended March 31, 2024

Port and Terminals

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

Three Months Ended June 30, 2024

Ports and Terminals

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

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(Dollars in tables in thousands, unless otherwise noted)

Six Months Ended June 30, 2024

Ports and Terminals

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

Total revenues $ 91,950 $ 39,790 $ 7,941 $ — $ — $ 27,741 $ 167,422

Operating expenses 48,543 37,107 11,769 1,022 7 27,352 125,800

General and administrative — — — — — 7,701 7,701

Acquisition and transaction expenses 337 10 — 398 — 1,102 1,847

Management fees and incentive allocation to affiliate — — — — — 5,777 5,777

Depreciation and amortization 9,872 24,630 4,924 — — 1,258 40,684

Total expenses 58,752 61,747 16,693 1,420 7 43,190 181,809

Other income (expense)

Equity in earnings (losses) of unconsolidated entities — — — ( 14,373 ) ( 10,338 ) 21 ( 24,690 )

(Loss) gain on sale of assets, net ( 163 ) — — — — — ( 163 )

Loss on extinguishment of debt — ( 9,170 ) — — — — ( 9,170 )

Interest expense ( 167 ) ( 20,487 ) ( 388 ) — — ( 36,241 ) ( 57,283 )

Other (expense) income ( 352 ) 3,537 — 5,193 950 — 9,328

Total other (expense) income ( 682 ) ( 26,120 ) ( 388 ) ( 9,180 ) ( 9,388 ) ( 36,220 ) ( 81,978 )

Income (loss) before income taxes 32,516 ( 48,077 ) ( 9,140 ) ( 10,600 ) ( 9,395 ) ( 51,669 ) ( 96,365 )

Provision for income taxes 2,184 ( 1,166 ) ( 161 ) — — 1,215 2,072

Net income (loss) 30,332 ( 46,911 ) ( 8,979 ) ( 10,600 ) ( 9,395 ) ( 52,884 ) ( 98,437 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 108 ( 21,639 ) ( 559 ) — — — ( 22,090 )

Dividends and accretion of redeemable preferred stock — — — — — 34,585 34,585

Net income (loss) attributable to stockholders $ 30,224 $ ( 25,272 ) $ ( 8,420 ) $ ( 10,600 ) $ ( 9,395 ) $ ( 87,469 ) $ ( 110,932 )

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 income (loss) attributable to stockholders:

Six Months Ended June 30, 2024

Ports and Terminals

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

Adjusted EBITDA $ 43,779 $ 19,129 $ ( 3,185 ) $ 19,238 $ ( 4,643 ) $ ( 12,831 ) $ 61,487

Non-controlling share of Adjusted EBITDA 47 13,599 341 — — — 13,987

Equity in (losses) earnings of unconsolidated entities — — — ( 14,373 ) ( 10,338 ) 21 ( 24,690 )

Interest and other costs on pension and OPEB liabilities ( 462 ) — — — — — ( 462 )

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

Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 15,067 ) 5,586 16 ( 9,465 )

Interest expense ( 167 ) ( 20,487 ) ( 388 ) — — ( 36,241 ) ( 57,283 )

Depreciation and amortization expense ( 9,872 ) ( 26,639 ) ( 4,924 ) — — ( 1,258 ) ( 42,693 )

Incentive allocations — — — — — — —

Asset impairment charges — — — — — — —

Changes in fair value of non-hedge derivative instruments — — — — — — —

Losses on the modification or extinguishment of debt and capital lease obligations — ( 9,170 ) — — — — ( 9,170 )

Acquisition and transaction expenses ( 337 ) ( 10 ) — ( 398 ) — ( 1,102 ) ( 1,847 )

Equity-based compensation expense ( 580 ) ( 2,860 ) ( 425 ) — — ( 274 ) ( 4,139 )

(Provision for) benefit from income taxes ( 2,184 ) 1,166 161 — — ( 1,215 ) ( 2,072 )

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

Net income (loss) attributable to stockholders $ 30,224 $ ( 25,272 ) $ ( 8,420 ) $ ( 10,600 ) $ ( 9,395 ) $ ( 87,469 ) $ ( 110,932 )

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.

March 31, 2025

June 30, 2025

Ports and Terminals

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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.

As of June 30, 2025, the Company has $ 135.5 million of PIK dividends increasing our Series A Preferred Stock balance.

The Company had dividends paid in cash of $ — million and $ 25.5 million for the three and six months ended June 30, 2025.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 19.2 million and $ 15.9 million for the three months ended June 30, 2025 and 2024, respectively, and $ 36.8 million and $ 31.2 million for the six months ended June 30, 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.

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 March 31, 2025 and 2024, respectively.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 1.7 million for both the three months ended June 30, 2025 and 2024, and $ 3.5 million and $ 3.4 million for the six months ended June 30, 2025 and 2024, respectively.

Mandatory Redemption :

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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 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

If the Series A Preferred Stock were redeemed as of June 30, 2025, it would be redeemable for $ 435.5 million.

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

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

Series B Preferred Stock - Redeemable Convertible Preferred Stock

On February 26, 2025 (the “Issue Date”), 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 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.

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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.

As of June 30, 2025, the Company has $ 5.5 million of dividends increasing the Liquidation Preference on the Series B Preferred Stock.

Dividends are not recorded as redemption is not currently expected.

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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.

If the Series B Preferred Stock were redeemed at the option of the Company as of June 30, 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 June 30, 2025, it would be redeemable for $ 168.9 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

Should the cumulative number of shares of common stock delivered upon conversion of the Series B Preferred Stock and

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

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

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 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.

If the Series B Preferred Stock were converted at the option of the holder as of June 30, 2025, they would be converted to 20,238,260 shares of common stock.

The Company would have no obligation under the Share Cap to pay cash on an optional conversion at June 30, 2025.

EARNINGS PER SHARE AND EQUITY

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.

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

Diluted (loss) earnings per share is calculated by dividing net (loss) income 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 earnings (loss) per share is presented below:

Three Months Ended March 31,

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

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands, except per share data) 2025 2024 2025 2024

Net income (loss)

Net (loss) income

$ ( 69,959 ) $ ( 48,140 ) $ 50,205 $ ( 98,437 )

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20,957 17,610 42,798 34,585

Net income (loss) attributable to stockholders

Net (loss) income attributable to stockholders

( 79,816 ) ( 54,350 ) $ 29,908 $ ( 110,932 )

Convertible preferred stock dividend

Net income (loss) attributable to common stockholders

4,082 — 5,549 —

Net (loss) income attributable to common stockholders

$ ( 83,898 ) $ ( 54,350 ) $ 24,359 $ ( 110,932 )

Weighted Average Common Stock Outstanding - Basic (1)

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114,880,817 105,039,831 115,260,452 104,612,209

Earnings (loss) per share:

(Loss) earnings per share:

Basic $ ( 0.73 ) $ ( 0.52 ) $ 0.21 $ ( 1.06 )

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(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.

(1) Three and six months ended June 30, 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 and six months ended June 30, 2025 includes the dilutive effect of subsidiary earnings per share and convertible preferred stock.

Diluted earnings per share for the three and six months ended June 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended June 30, 2025 and 2024, 20,443,245 and 10,857,288 shares of common stock, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

For the six months ended June 30, 2025 and 2024, 13,590,885 and 9,500,429 shares of common stock, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

For the three months ended June 30, 2025 and 2024, 3,892,566 and 3,342,566 of warrants, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

For the six months ended June 30, 2025 and 2024, 3,721,455 and 3,342,566 of warrants, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

FTAI INFRASTRUCTURE INC.

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Common Stock Warrants

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:

A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2025 is as follows:

Number of Warrants Weighted Average Exercise Price

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Exercised — —

Outstanding as of March 31, 2025 (1)

Outstanding as of June 30, 2025 (1)

3,892,566 $ 9.76

Warrants exercisable as of March 31, 2025 (1)

Warrants exercisable as of June 30, 2025 (1)

3,892,566 $ 9.76

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

(1) Weighted average exercise price as of June 30, 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.

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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 .

The weighted average remaining contractual term of the outstanding warrants as of June 30, 2025 is 5.1 years.

The aggregate intrinsic value of the warrants as of June 30, 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 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 also 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 will account for such amounts when and if such conditions are achieved.

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SUBSEQUENT EVENTS

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

The Wheeling Acquisition

On August 6, 2025, Percy Acquisition LLC (“Buyer”), a subsidiary of the Company, entered into a stock purchase agreement (the “Stock Purchase Agreement”) with WLE Management Partners, L.P.

(“Seller”), pursuant to which, among other things, the Buyer will purchase all of the issued and outstanding capital stock of The Wheeling Corporation (“Wheeling”) from the Seller, for a base purchase price of $ 1.05 billion, subject to certain customary adjustments set forth in the Stock Purchase Agreement (the “Wheeling Acquisition”) and certain regulatory approval.

In connection with the Stock Purchase Agreement, the Company entered into (1) a debt commitment letter, dated as of August 6, 2025 (the “Debt Commitment Letter”), with Barclays Bank PLC, Deutsche Bank Securities Inc.

and Deutsche Bank AG Cayman Islands Branch, which provides for a commitment by certain bridge lenders, subject to conditions customary for transactions of this type, to provide up to $ 1.25 billion of loans under a 364-day bridge term loan facility to fund a portion of the Wheeling Acquisition and the refinancing of the Company’s existing 10.50 % Senior Notes due 2027 and Series A Preferred Stock, (2) an equity commitment letter with Ares Management LLC, acting on behalf of one or more affiliated or managed funds, investment vehicles or accounts ("Ares"), dated as of August 6, 2025 (the “Preferred Equity Commitment Letter”), subject to conditions customary for transactions of this type, pursuant to which Ares committed to purchase $ 1.0 billion of preferred stock to be issued by a newly formed holding company that will own Wheeling and the Company’s existing freight railroad holding company, Transtar, to fund a portion of the Wheeling Acquisition and (3) an equity commitment letter, dated as of August 6, 2025 (the “Equity Commitment Letter”), pursuant to which the Company has committed to provide, or cause to be provided, to Buyer an aggregate amount of cash for Buyer to fund all payments required in connection with the closing of the Wheeling Acquisition pursuant to the Stock Purchase Agreement.

FTAI INFRASTRUCTURE INC.

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(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.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 6, 2025 for additional detail.

On August 7, 2025, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended June 30, 2025, payable on September 8, 2025 to the holders of record on August 25, 2025.

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