What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-15 compared with 2025-05-16 · 215 added, 133 removed, 410 unchanged (46% of the section changed)

17 unchanged sentences

We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities.

As of March 31, 2025, we had total consolidated assets of $4.1 billion and redeemable preferred stock and equity of $0.9 billion.

As of June 30, 2025, we had total consolidated assets of $4.4 billion and redeemable preferred stock and equity of $0.8 billion.

Operating Segments

2 unchanged sentences

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.

3 unchanged sentences

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.

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.

2 unchanged sentences

Adjusted EBITDA (Non-GAAP)

The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure.

The CODM utilizes Adjusted EBITDA as the key performance measure.

Adjusted EBITDA is not a financial measure in accordance with U.S.

6 unchanged sentences

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

Comparison of the three months ended March 31, 2025 and 2024

Comparison of the three and six months ended June 30, 2025 and 2024

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

14 unchanged sentences

Total expenses 129,080 87,925 41,155 232,307 181,809 50,498

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 6,689 (11,902) 18,591

Gain (loss) on sale of assets, net 119,828 (13) 119,841

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (1,995) (12,788) 10,793 3,319 (24,690) 28,009

(Loss) gain on sale of assets, net — (150) 150 119,828 (163) 119,991

Loss on modification or extinguishment of debt (4,066) (9,170) 5,104 (4,073) (9,170) 5,097

1 unchanged sentence

Other income 3,052 6,963 (3,911) 6,745 9,328 (2,583)

Total other income (expense) 87,091 (37,143) 124,234

Total other (expense) income (62,213) (44,835) (17,378) 23,503 (81,978) 105,481

Income (loss) from before income taxes (69,007) (47,873) (21,134) 9,643 (96,365) 106,008

(Benefit from) provision for income taxes (41,514) 1,805 (43,319)

Net income (loss) 120,164 (50,297) 170,461

Provision for (benefit from) income taxes 952 267 685 (40,562) 2,072 (42,634)

Net (loss) income (69,959) (48,140) (21,819) 50,205 (98,437) 148,642

Net loss attributable to non-controlling interest in consolidated subsidiaries (11,100) (11,400) 300 (22,501) (22,090) (411)

Dividends and accretion of redeemable preferred stock 20,957 17,610 3,347 42,798 34,585 8,213

Net income (loss) attributable to stockholders $ 109,724 $ (56,582) $ 166,306

Net (loss) income attributable to stockholders $ (79,816) $ (54,350) $ (25,466) $ 29,908 $ (110,932) $ 140,840

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

Net income (loss) attributable to stockholders $ 109,724 $ (56,582) $ 166,306

(Benefit from) provision for income taxes (41,514) 1,805 (43,319)

Net (loss) income attributable to stockholders $ (79,816) $ (54,350) $ (25,466) $ 29,908 $ (110,932) $ 140,840

Provision for (benefit from) income taxes 952 267 685 (40,562) 2,072 (42,634)

Equity-based compensation expense 910 1,799 (889) 2,163 4,139 (1,976)

13 unchanged sentences

298 — 298 1,333 — 1,333

Equity in (earnings) losses of unconsolidated entities (6,689) 11,902 (18,591)

Equity in losses (earnings) of unconsolidated entities 1,995 12,788 (10,793) (3,319) 24,690 (28,009)

Non-controlling share of Adjusted EBITDA (4)

2 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(1) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) depreciation and amortization expense of $33,998 and $20,163, (ii) capitalized contract costs amortization of $1,232 and $1,433 and (iii) amortization of other comprehensive income of $(3,144) and $—, respectively.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) depreciation and amortization expense of $59,010 and $40,684, (ii) capitalized contract costs amortization of $2,465 and $2,009 and (iii) amortization of other comprehensive income of $(4,732) and $—, respectively.

(2) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) net loss of $(100) and $(12,838), (ii) interest expense of $— and $11,182, (iii) depreciation and amortization expense of $— and $8,050, (iv) acquisition and transaction expenses of $— and $31, (v) changes in fair value of non-hedge derivative instruments of $— and $(3,875), (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $163, (viii) equity method basis adjustments of $— and $16 and (ix) other non-recurring items of $— and $478, respectively.

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) net income (loss) of $6,478 and $(24,780), (ii) interest expense of $7,648 and $22,075, (iii) depreciation and amortization expense of $2,884 and $13,180, (iv) acquisition and transaction expenses of $201 and $50, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,822), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $250, (viii) equity method basis adjustments of $10 and $32 and (ix) other non-recurring items of $1 and $478, respectively.

(3) Includes the following items for the three months ended March 31, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(4) Includes the following items for the three months ended March 31, 2025 and 2024:

(3) Includes the following items for the three months ended June 30, 2025:

Railroad severance expense of $298 .

Includes the following items for the six months ended June 30, 2025:

(i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298.

(4) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $86 and $268, (ii) provision for (benefit from) income taxes of $84 and $(142), (iii) interest expense of $3,706 and $2,639, (iv) depreciation and amortization expense of $3,071 and $3,387, (v) acquisition and transaction expenses of $165 and $3, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $—, (vii) asset impairment charges of $8 and $—, (viii) losses on the modification or extinguishment of debt of $356 and $2,150 and (ix) other non-recurring items of $2 and $—, respectively.

Comparison of the three months ended March 31, 2025 and 2024

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $224 and $699, (ii) provision for (benefit from) income taxes of $188 and $(276), (iii) interest expense of $7,646 and $4,828, (iv) depreciation and amortization expense of $6,140 and $6,581, (v) acquisition and transaction expenses of $166 and $3, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $2, (vii) asset impairment charges of $27 and $—, (viii) losses on the modification or extinguishment of debt of $358 and $2,150 and (ix) other non-recurring items of $63 and $—, respectively.

Comparison of the three months ended June 30, 2025 and 2024

Total revenues increased $37.4 million due to higher revenues of $41.8 million in the Power and Gas segment and $0.5 million in the Jefferson Terminal segment, offset by lower revenues of $3.5 million in the Railroad segment, $0.9 million in the Repauno segment and $0.5 million in the Corporate and Other segment.

Roadside services revenue decreased $1.0 million due to the decline of roadside services for FYX.

Terminal services revenues increased $0.8 million primarily due an increase in average crude oil throughput volumes in the Jefferson Terminal segment.

Rail revenues decreased $3.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

1 unchanged sentence

Gas revenues increased $3.0 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Comparison of the three months ended March 31, 2025 and 2024

Comparison of the six months ended June 30, 2025 and 2024

Total revenues increased $51.0 million due to higher revenues of $59.1 million in the Power and Gas segment and $1.3 million in the Jefferson Terminal segment, offset by lower revenues of $7.2 million in the Railroad segment, $1.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment.

Roadside services revenue decreased $1.5 million due to the decline of roadside services for FYX.

Terminal services revenues increased $0.9 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.

Rail revenues decreased $6.7 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Power revenues increased $53.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Gas revenues increased $4.1 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Comparison of the three months ended June 30, 2025 and 2024

Total expenses increased $41.2 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Operating expenses increased $13.2 million which primarily reflects:

• an increase of $5.6 million primarily related to increased Ohio Gasco LLC drilling expenses as well as increased legal expenses in the Power and Gas Segmen t ;

• an increase of $0.5 million in the Repauno segment due to costs associated with labor costs and professional fees related to the continued development of the site;

• an increase of $15.7 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas Segmen t ;

partially offset by

• a decrease of $0.7 million due to decreased roadside services at FYX;

• a decrease of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance during the current quarter in the Jefferson Terminal segment;

• a decrease of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment;

• a decrease of $1.6 million in the Railroad segment mainly due to decreased carloads.

Acquisition and transaction expenses increased $2.6 million primarily due to legal fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Depreciation and amortization increased $4.5 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025.

Asset impairment increased $1.4 million primarily due to the write-off of the remaining GM-FTAI note receivable in the Sustainability and Energy Transition segment.

Other income (expense)

Total other income increased $124.2 million primarily due to:

• an increase of $18.6 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC before the acquisition in February 2025;

• a gain on sale of assets of $119.8 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025;

• an increase of $1.3 million in other income due to favorable adjustments in the pension and OPEB benefits in the Railroad segment, and an increase due to the interest on the Series 2024 Bond funds at the Jefferson Terminal segment;

Acquisition and transaction expenses increased $7.8 million primarily due to (i) legal and consulting fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025, (ii) legal fees in the Railroad segment related to a potential acquisition and (iii) higher professional fees for a potential acquisition at Corporate and Other.

Depreciation and amortization increased $13.8 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment.

Comparison of the six months ended June 30, 2025 and 2024

Total expenses increased $50.5 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Operating expenses increased $15.7 million which primarily reflects:

• an increase of $21.3 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas Segmen t ;

partially offset by

• an increase in interest expense of $15.5 million primarily due to an increase in the average outstanding debt of approximately $1.0 billion which consists of (i) $6.1 million for the Senior Notes due 2027, (ii) $10.0 million for the DRP Credit Agreement, (iii) $234.7 million for the Series 2024 Bonds and (iv) $756.8 million for Long Ridge Energy & Power LLC debt.

• a decrease of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance in the Jefferson Terminal segment;

• a decrease of $3.5 million in the Railroad segment mainly due to decreased carloads.

Acquisition and transaction expenses increased $10.4 million primarily due to (i) legal and consulting fees in the Power and Gas segment related to the acquisition of Long Ridge Energy & Power LLC in February 2025, (ii) legal fees in the Railroad segment related to a potential acquisition and (iii) higher professional fees for a potential acquisition at Corporate and Other.

Depreciation and amortization increased $18.3 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment.

Other (expense) income

Total other expense increased $17.4 million during the three months ended June 30, 2025 primarily due to:

• a decrease of $10.8 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition;

• a decrease in loss on modification or extinguishment of debt of $5.1 million primarily due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance in the Jefferson Terminal segment, partially offset by a loss on extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment;

partially offset by

• a decrease of $3.9 million in other income due to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment;

• an increase in interest expense of $29.5 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $6.3 million for the Senior Notes due 2027, (ii) $245.5 million for the DRP Credit Agreement and Series 2025 Bonds, (iii) $104.7 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt.

Total other income increased $105.5 million during the six months ended June 30, 2025 primarily due to:

• an increase of $28.0 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition;

• an increase in gain on sale of assets of $120.0 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025;

partially offset by

• a decrease of $2.6 million in other income due to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments;

• an increase in interest expense of $45.0 million primarily due to an increase in the average outstanding debt of approximately $1.3 billion which consists of (i) $6.2 million for the Senior Notes due 2027, (ii) $127.7 million for the DRP Credit Agreement and Series 2025 Bonds, (iii) $169.7 million for the Series 2024 Bonds and (iv) $958.7 million for Long Ridge Energy & Power LLC debt.

(Benefit from) provision for income taxes

Benefit from income taxes increased $43.3 million primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Benefit from income taxes increased $42.6 million during the six months ended June 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Net income (loss)

Net income increased $170.5 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Net loss increased $21.8 million and net income increased $148.6 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $128.0 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA increased $11.7 million and $139.6 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Railroad Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

5 unchanged sentences

Depreciation and amortization 4,979 4,860 119 10,065 9,872 193

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

Total expenses 34,293 28,714 5,579 62,411 58,752 3,659

10 unchanged sentences

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

13 unchanged sentences

Other non-recurring items (1)

298 — 298 298 — 298

Equity in earnings of unconsolidated entities — — — — — —

3 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $2 and $1, (ii) provision for income taxes of $5 and $4, (iii) interest expense of $1 and $—, (iv) depreciation and amortization expense of $31 and $18, (v) acquisition and transaction expenses of $1 and $— and (vi) interest and other costs on pension and OPEB liabilities of $(2) and $2, respectively.

Total revenues decreased $3.7 million during the three months ended March 31, 2025, respectively, primarily due to both a decrease in carloads and rates per car.

Total expenses decreased $1.9 million during the three months ended March 31, 2025, which primarily reflects a decrease in operating expenses of $1.9 million mainly due to decreased carloads.

(1) Includes the following items for the three and six months ended June 30, 2025:

Railroad severance expense of $298 .

(2) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $2 and $1, (ii) provision for income taxes of $5 and $3, (iii) interest expense of $1 and $1, (iv) depreciation and amortization expense of $31 and $16, (v) acquisition and transaction expenses of $17 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(1) and $—, (vii) asset impairment charges of $27 and $— and (viii) other non-recurring items of $2 and $—, respectively.

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $4 and $2, (ii) provision for income taxes of $10 and $7, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $62 and $34, (v) acquisition and transaction expenses of $18 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(3) and $2, (vii) asset impairment charges of $27 and $— and (viii) other non-recurring items of $2 and $—, respectively.

Total revenues decreased $3.5 million and $7.2 million during the three and six months ended June 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car.

Total expenses increased $5.6 million and $3.7 million during the three and six months ended June 30, 2025, respectively, which primarily reflects (i) an increase in asset impairment of $4.4 million and $4.4 million, respectively, related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.6 million and $2.5 million, respectively, related to a potential acquisition, partially offset by a decrease in operating expenses of $1.6 million and $3.5 million, respectively, mainly due to decreased carloads.

Other (expense) income

Total other income increased $0.8 million during the three months ended March 31, 2025, which primarily reflects an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Total other income increased $0.3 million and $1.1 million during the three and six months ended June 30, 2025, respectively, which primarily reflects an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $1.7 million during the three months ended March 31, 2025, primarily due to the activity noted above.

Adjusted EBITDA decreased $1.5 million and $3.2 million during the three and six months ended June 30, 2025, respectively, primarily due to the activity noted above.

Jefferson Terminal Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

17 unchanged sentences

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

19 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(1) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) depreciation and amortization expense of $11,290 and $12,300 and (ii) capitalized contract costs amortization of $1,232 and $1,433, respectively.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $118 and $412, (ii) provision for (benefit from) income taxes of $98 and $(130), (iii) interest expense of $3,849 and $2,180, (iv) depreciation and amortization expense of $2,889 and $3,027 and (v) losses on the modification or extinguishment of debt of $2 and $—, respectively.

Total revenues increased $0.8 million during the three months ended March 31, 2025 due to an increase in average crude oil throughput volumes.

Total expenses decreased $2.1 million during the three months ended March 31, 2025 which primarily reflects:

• a decrease in operating expenses of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance during the current quarter;

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) depreciation and amortization expense of $22,530 and $24,630 and (ii) capitalized contract costs amortization of $2,465 and $2,009, respectively.

(2) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $76 and $259, (ii) provision for (benefit from) income taxes of $78 and $(143), (iii) interest expense of $3,707 and $2,623, (iv) depreciation and amortization expense of $2,900 and $3,219, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $171 and $2,150, respectively.

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $194 and $671, (ii) provision for (benefit from) income taxes of $176 and $(273), (iii) interest expense of $7,556 and $4,803, (iv) depreciation and amortization expense of $5,789 and $6,246, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $173 and $2,150, respectively.

Total revenues increased $0.5 million and $1.3 million during the three and six months ended June 30, 2025, respectively, due to an increase in average refined product throughput volumes.

Total expenses decreased $1.9 million during the three months ended June 30, 2025 which primarily reflects:

• a decrease in operating expenses of $1.0 million primarily due to lower costs associated with stock-based compensation and insurance;

• a decrease in depreciation and amortization of $1.0 million due to certain assets becoming fully depreciated.

Total expenses decreased $4.0 million during the six months ended June 30, 2025 which primarily reflects:

• a decrease in operating expenses of $2.0 million primarily due to lower costs associated with stock-based compensation and insurance;

• a decrease in depreciation and amortization of $2.1 million due to certain assets becoming fully depreciated.

Other (expense) income

Total other expense increased $6.6 million during the three months ended March 31, 2025, which primarily reflects an increase in interest expense of $7.3 million related to additional borrowings issued in June 2024, partially offset by an increase in other income of $0.7 million from the interest on the Series 2024 Bond funds.

Total other expense decreased $1.4 million during the three months ended June 30, 2025, which reflects a decrease in loss on modification or extinguishment of debt of $8.4 million due to the prior year loss on extinguishment of debt related to the Series

2024 Bond issuance, offset by (i) an increase in interest expense of $4.8 million related to additional borrowings issued in June 2024 and (ii) a decrease in other income of $2.2 million from a prior year gain from the grant of a pipeline easement.

Total other expense increased $5.2 million during the six months ended June 30, 2025, which reflects (i) an increase in interest expense of $12.1 million related to additional borrowings issued in June 2024 and (ii) a decrease in other income of $1.5 million primarily from a prior year gain from the grant of a pipeline easement partially offset by interest income on the Series 2024 Bond funds, both offset by a decrease in loss on modification or extinguishment of debt of $8.4 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $1.1 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA decreased $1.2 million and $0.1 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Repauno Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

6 unchanged sentences

Total expenses 9,923 8,078 1,845 19,401 16,693 2,708

Other expense

Other (expense) income

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

Interest expense — (242) 242 (1,518) (388) (1,130)

Other income 103 — 103 103 — 103

Total other expense (3,221) (242) (2,979) (4,739) (388) (4,351)

5 unchanged sentences

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

19 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025:

(1) Includes the following items for the six months ended June 30, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

(i) equity-based compensation expense of $18 and $18, (ii) provision for (benefit from) income taxes of $1 and $(8), (iii) interest expense of $90 and $9, (iv) depreciation and amortization expense of $149 and $149, (v) asset impairment charges of $19 and $— and (vi) other non-recurring items of $61 and $—, respectively.

Total revenue decreased $0.3 million during the three months ended March 31, 2025 primarily due to slightly lower volumes stemming from the terminal’s butane throughput contract.

Total expenses increased $0.9 million during the three months ended March 31, 2025 which primarily reflects higher operating expenses due to costs associated with labor costs and professional fees related to the continued development of the site, an increase in depreciation expense due to assets being placed into service, and an increase in acquisition and transaction costs related to a potential financing.

Other expense

Total other expense increased $1.4 million during the three months ended March 31, 2025, which reflects a reduction in the amount of allowable capitalized interest.

(2) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $8 and $8, (ii) provision for (benefit from) income taxes of $1 and $(2), (iii) interest expense of $(2) and $15, (iv) depreciation and amortization expense of $140 and $152, (v) acquisition and transaction expenses of $132 and $—, (vi) losses on the modification or extinguishment of debt of $185 and $— and (vii) asset impairment charges of $(19) and $—, respectively.

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) equity-based compensation expense of $26 and $26, (ii) provision for (benefit from) income taxes of $2 and $(10), (iii) interest expense of $88 and $24, (iv) depreciation and amortization expense of $289 and $301, (v) acquisition and transaction expenses of $132 and $—, (vi) losses on the modification or extinguishment of debt of $185 and $— and (vii) other non-recurring items of $61 and $—, respectively.

Total revenues decreased $0.9 million and $1.1 million during the three and six months ended June 30, 2025, respectively, primarily due to lower volumes stemming from the terminal’s existing butane throughput contract that ended in March 2025, partially offset by the commencement of a new butane through contract in April 2025.

Total expenses increased $1.8 million and $2.7 million during the three and six months ended June 30, 2025, which primarily reflects costs associated with labor costs and professional fees related to the continued development of the site and an increase in depreciation expense due to assets being placed into service.

Other (expense) income

Total other expense increased $3.0 million during the three months ended June 30, 2025, which primarily reflects a loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement.

Total other expense increased $4.4 million during the six months ended June 30, 2025, which primarily reflects an increase in interest expense related to the Series 2025 Bond issuance and a loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $0.2 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA decreased $0.6 million and $0.3 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Power and Gas Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

7 unchanged sentences

Total expenses 32,441 728 31,713 45,911 1,420 44,491

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 10,588 (7,037) 17,625

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — (7,336) 7,336 10,588 (14,373) 24,961

Gain on sale of assets, net — — — 119,952 — 119,952

1 unchanged sentence

Other income 345 2,891 (2,546) 2,585 5,193 (2,608)

Total other income (expense) 123,763 (4,735) 128,498

Income (loss) before income taxes 127,587 (5,427) 133,014

Total other (expense) income (24,442) (4,445) (19,997) 99,321 (9,180) 108,501

(Loss) income before income taxes (15,087) (5,173) (9,914) 112,500 (10,600) 123,100

Benefit from income taxes — — — (42,457) — (42,457)

Net income (loss) attributable to stockholders $ 170,044 $ (5,427) $ 175,471

Net (loss) income attributable to stockholders $ (15,087) $ (5,173) $ (9,914) $ 154,957 $ (10,600) $ 165,557

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

Net income (loss) attributable to stockholders $ 170,044 $ (5,427) $ 175,471

Net (loss) income attributable to stockholders $ (15,087) $ (5,173) $ (9,914) $ 154,957 $ (10,600) $ 165,557

Benefit from income taxes — — — (42,457) — (42,457)

13 unchanged sentences

Other non-recurring items — — — — — —

Equity in (earnings) losses of unconsolidated entities (10,588) 7,037 (17,625)

Equity in losses (earnings) of unconsolidated entities — 7,336 (7,336) (10,588) 14,373 (24,961)

Non-controlling share of Adjusted EBITDA — — — — — —

1 unchanged sentence

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(1) Includes the following items for the six months ended June 30, 2025 and 2024:

(i) depreciation and amortization expense of $15,018 and $— and (ii) amortization of other comprehensive income of $(3,144) and $—, respectively.

(2) Includes the following items for the three months ended March 31, 2025 and 2024:

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) depreciation and amortization expense of $21,108 and $— and (ii) amortization of other comprehensive income of $(4,732) and $—, respectively.

(2) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) net loss of $— and $(7,353), (ii) interest expense of $— and $9,465, (iii) depreciation and amortization expense of $— and $7,359, (iv) acquisition and transaction expenses of $— and $31, (v) changes in fair value of non-hedge derivative instruments of $— and $(3,875), (vi) equity-based compensation expense of $— and $1, (vii) asset impairment charges of $— and $163, (viii) equity method basis adjustments of $— and $16 and (ix) other non-recurring items of $— and $478, respectively.

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) net income (loss) of $10,576 and $(14,406), (ii) interest expense of $6,352 and $18,675, (iii) depreciation and amortization expense of $2,185 and $11,808, (iv) acquisition and transaction expenses of $201 and $50, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,822), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $250, (viii) equity method basis adjustments of $10 and $32 and (ix) other non-recurring items of $1 and $478, respectively.

Total revenues increased $17.3 million during the three months ended March 31, 2025, primarily due to a $15.8 million increase in power plant revenue as well as a $1.2 million increase in gas revenues as a result of the acquisition of 100% of Long Ridge during the quarter.

Total expenses increased $12.8 million during the three months ended March 31, 2025, which reflects:

• an increase in operating expenses of $5.6 million primarily related to increased Ohio Gasco LLC drilling expenses as well as increased legal expenses;

• an increase in acquisition and transaction expenses of $1.1 million due to legal fees relating to the acquisition of 100% of Long Ridge;

• an increase in depreciation and amortization expense of $6.1 million related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during the quarter.

Other income (expense)

Total other income increased $128.5 million during the three months ended March 31, 2025 which reflects:

• an increase in equity in earnings of unconsolidated entities of $17.6 million, primarily due to the equity pickup of Long Ridge Energy & Power LLC before the acquisition;

• an increase in gain on sale of asset of $120.0 million related to the acquisition of 100% of Long Ridge during the quarter;

partially offset by

Total revenues increased $41.8 million and $59.1 million during the three and six months ended June 30, 2025, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025.

Total expenses increased $31.7 million and $44.5 million during the three and six months ended June 30, 2025, respectively, which reflects:

• an increase in operating expenses of $15.7 million and $21.3 million, respectively, primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025;

• an increase in acquisition and transaction expenses of $1.0 million and $2.1 million, respectively, due to legal fees relating to the acquisition of 100% of Long Ridge in February 2025;

• an increase in depreciation and amortization expense of $15.0 million and $21.1 million, respectively, related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during February 2025.

Other (expense) income

Total other expense increased $20.0 million during the three months ended June 30, 2025 which reflects:

• an increase in interest expense of $24.8 million related to interest expense on the Long Ridge debt that is now consolidated;

• a decrease in other income of $2.5 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025;

• a decrease in equity in losses of unconsolidated entities of $7.3 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition.

Total other income increased $108.5 million during the six months ended June 30, 2025 which reflects:

• an increase in equity in earnings of unconsolidated entities of $25.0 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition;

• an increase in gain on sale of asset of $120.0 million related to the acquisition of 100% of Long Ridge in February 2025;

• an increase in interest expense of $33.8 million related to interest expense on the Long Ridge debt that is now consolidated;

• a decrease in other income of $2.6 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025.

Benefit from income taxes

Benefit from income taxes increased $42.5 million primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Benefit from income taxes increased $42.5 million during the six months ended June 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $127.7 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA increased $14.1 million and $141.8 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Sustainability and Energy Transition Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Total revenues — — — — — —

Asset impairment 1,375 — 1,375

Operating expenses 2 7 (5) 2 7 (5)

Total expenses 2 7 (5) 2 7 (5)

2 unchanged sentences

Other income 926 290 636 1,265 950 315

Total other expense (3,610) (4,214) 604

Total other income (expense) (1,069) (5,174) 4,105 (6,054) (9,388) 3,334

Net loss attributable to stockholders $ (1,071) $ (5,181) $ 4,110 $ (6,056) $ (9,395) $ 3,339

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

18 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(1) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) net loss of $(100) and $(5,463), (ii) interest expense of $— and $1,705 and (iii) depreciation and amortization expense of $— and $691, respectively .

Total expenses increased $1.4 million due to the write-off of the remaining GM-FTAI note receivable.

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) net loss of $(4,048) and $(10,337), (ii) interest expense of $1,284 and $3,379 and (iii) depreciation and amortization expense of $699 and $1,372, respectively.

Other (expense) income

Total other expense decreased $0.6 million during the three months ended March 31, 2025, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Total other expense decreased $4.1 million and $3.3 million during the three and six months ended June 30, 2025, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $0.2 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA increased $3.6 million and $3.8 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Corporate and Other

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

Rail revenues 513 — 513 513 — 513

Roadside services revenues $ 13,217 $ 14,213 $ (996) $ 26,193 $ 27,741 $ (1,548)

9 unchanged sentences

Interest expense (18,305) (18,160) (145) (34,119) (36,241) 2,122

Other expense (3) — (3) (3) — (3)

Total other expense (18,308) (18,148) (160) (34,072) (36,220) 2,148

5 unchanged sentences

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

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2025 2024 2025 2024

18 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended March 31, 2025 and 2024:

(1) Includes the following items for the three months ended June 30, 2025 and 2024:

(i) net loss of $— and $(22) and (ii) interest expense of $— and $12, respectively.

Total revenues decreased $0.6 million during the three months ended March 31, 2025, primarily due to a decrease in roadside services at FYX.

Total expenses decreased $0.2 million during the three months ended March 31, 2025 which primarily reflects:

• a decrease in operating expenses of $0.7 million due to a decrease in roadside services at FYX;

• a decrease in depreciation and amortization expense of $0.6 million due to assets that became fully depreciated;

Includes the following items for the six months ended June 30, 2025 and 2024:

(i) net loss of $(50) and $(37) and (ii) interest expense of $12 and $21, respectively.

Total revenues decreased $0.5 million and $1.0 million during the three and six months ended June 30, 2025, respectively, primarily due to a decrease in roadside services at FYX.

Total expenses increased $3.9 million and $3.7 million during the three and six months ended June 30, 2025, respectively, which primarily reflects:

• an increase in general and administrative expenses of $1.0 million and $1.3 million, respectively, due to higher professional fees;

• an increase in acquisition and transaction expenses of $2.1 million and $3.4 million, respectively, primarily due to higher professional fees for a potential acquisition;

partially offset by

• an increase in acquisition and transaction expenses of $1.3 million primarily due to higher professional fees.

• a decrease in depreciation and amortization expense of $0.3 million and $0.9 million, respectively, due to assets that became fully depreciated.

Other income (expense)

Total other expense decreased $2.3 million during the three months ended March 31, 2025, which primarily reflects an increase in capitalized interest.

Total other expense decreased $2.1 million during the six months ended June 30, 2025, which primarily reflects an increase in capitalized interest.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $0.4 million during the three months ended March 31, 2025, primarily due to the changes noted above.

Adjusted EBITDA decreased $2.8 million and $2.4 million during the three and six months ended June 30, 2025, respectively, primarily due to the changes noted above.

Liquidity and Capital Resources

2 unchanged sentences

This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.

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.

As discussed in Note 2 to the consolidated financial statements, 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.

Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments.

• Cash used for the purpose of making investments was $164.2 million and $18.9 million during the three months ended March 31, 2025 and 2024, respectively.

• Cash provided by investing activities was $76.2 million and cash used for investing activities was $52.8 million during the six months ended June 30, 2025 and 2024, respectively.

• Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.

Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of March 31, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings.

• Cash flows used in operating activities were $85.7 million and $3.9 million during the three months ended March 31, 2025 and 2024, respectively.

• During the three months ended March 31, 2025, additional borrowings were obtained in connection with the March 2025 Repauno Credit Agreement of $30.0 million.

Additionally, during the three months ended March 31, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details).

During the three months ended March 31, 2024, no additional borrowings were obtained and we did not make any principal repayments of debt.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of June 30, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings.

• Cash flows used in operating activities were $90.9 million and $21.5 million during the six months ended June 30, 2025 and 2024, respectively.

• During the six months ended June 30, 2025, additional borrowings were obtained in connection with (i) the May 2025 Long Ridge Credit Agreement of $40.0 million, (ii) the June 2025 Jefferson Credit Agreement of $30.0 million, (iii) the DRP DB Term Loan of $100.0 million and (iv) the Series 2025 Bonds of $300.0 million.

Additionally, during the six months ended June 30, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details).

In May 2025, we used a portion of the net proceeds from the Series 2025 Bonds and DRP DB Term Loan to repay (i) the March 2025 Repauno Credit Agreement of $30.0 million, (ii) the October 2024 Jefferson Credit Agreement of $50.0 million and (iii) the DRP Revolver of $44.3 million.

During the six months ended June 30, 2024, additional borrowings were obtained in connection with the (i) Jefferson Credit Agreement of $75.0 million and (ii) Series 2024 Bond Offering of $382.3 million.

In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million during the six months ended June 30, 2024.

We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months.

4 unchanged sentences

Historical Cash Flow

Comparison of the three months ended March 31, 2025 and 2024

The following table compares the historical cash flow for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Comparison of the six months ended June 30, 2025 and 2024

The following table compares the historical cash flow for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

(in thousands) 2025 2024

2 unchanged sentences

Net cash provided by (used in) investing activities 78,359 (52,652)

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

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

Net cash used in operating activities increased $69.4 million, which primarily reflects certain adjustments to reconcile net income (loss) to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $28.0 million, (ii) changes in working capital of $42.0 million, (iii) an increase in gain on sale of subsidiaries of $120.0 million and (iv) changes in deferred income taxes of $42.8 million, partially offset by (i) an increase in net income of $148.6 million and (ii) an increase in depreciation and amortization of $18.3 million.

Net cash provided by investing activities increased $183.1 million, primarily due to (i) an increase in the acquisition of business of $226.6 million, (ii) an increase in proceeds from investor loan of $11.0 million and (iii) a decrease in the investment of equity instruments of $5.0 million, partially offset by (i) an increase in the acquisition of property, plant and equipment of $53.1 million and (ii) an increase in the investment in unconsolidated entities of $6.3 million.

Net cash used in financing activities increased $2.1 million, primarily due to (i) an increase in the payment of cash dividends on preferred stock of $25.5 million, (ii) an increase in the payment of cash dividends on common stock of $3.4 million, (iii) an increase in redeemable preferred stock issuance costs of $0.0 million and (iv) an increase in payment of financing costs of $1.0 million, partially offset by (i) an increase in proceeds from debt of $28.2 million.

Net cash provided by investing activities increased $131.0 million, primarily due to (i) an increase in the acquisition of business of $226.6 million, (ii) an increase in proceeds from investor loan of $11.0 million, (iii) a decrease in the investment of equity instruments of $5.0 million, (iv) an increase in investment in promissory notes and loans of $17.5 million and (v) an increase in proceeds from the sale of property, plant and equipment of $2.1 million, partially offset by (i) an increase in the acquisition of property, plant and equipment of $120.9 million and (ii) an increase in the investment in unconsolidated entities of $10.9 million.

Net cash used in financing activities increased $140.4 million, primarily due to (i) an increase in the payment of cash dividends on preferred stock of $25.5 million, (ii) an increase in the payment of cash dividends on common stock of $0.6 million and (iii) an increase in payment of financing costs of $11.5 million, offset by (i) an increase in proceeds from debt of $44.4 million, (ii) a decrease in repayment of debt of $115.9 million, (iii) a decrease in distributions to non-controlling interests of $15.0 million and (iv) a decrease in settlement of equity-based compensation of $2.7 million.

Debt Obligations

2 unchanged sentences

Our material cash requirements include the following contractual and other obligations:

Debt Obligations — As of March 31, 2025, we had outstanding principal and interest payment obligations of $2.8 billion and $1.2 billion, respectively, of which, there are $94.6 million of principal payments due and $189.5 million of interest payments due within the next twelve months.

Debt Obligations — As of June 30, 2025, we had outstanding principal and interest payment obligations of $3.1 billion and $1.4 billion, respectively, of which, there are $84.6 million of principal payments due and $247.9 million of interest payments due within the next twelve months.

See Note 8 to the consolidated financial statements for additional information about our debt obligations.

Unrestricted subsidiaries of FTAI Infrastructure Inc., including Long Ridge Energy & Power LLC, do not guarantee nor are they subject to the restrictive covenants of the agreements governing the indebtedness of FTAI Infrastructure Inc.

As of March 31, 2025, the assets of these unrestricted subsidiaries accounted for approximately 43% of our total assets.

Lease Obligations —As of March 31, 2025, we had outstanding operating and finance lease obligations of $171.8 million, of which $8.8 million is due within the next twelve months.

As of June 30, 2025, the assets of these unrestricted subsidiaries accounted for approximately 41% of our total assets.

Lease Obligations —As of June 30, 2025, we had outstanding operating and finance lease obligations of $170.5 million, of which $9.3 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payments of $98.2 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for nine months.

5 unchanged sentences

Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.

See Note 2 for additional information related to other cash requirements.

Critical Accounting Estimates and Policies

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

As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.

As of December 31, 2024, the carrying amount of

goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.

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

18 unchanged sentences

Our discount rate for our 2024 goodwill impairment analysis was 9.5% and our assumed terminal growth rate was 2.5%.

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

to an impairment.

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

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

7 unchanged sentences

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 2. Management’s Discussion and Analysis