FTAI Infrastructure Inc. 10-Q

Item 1. Financial Statements FTAI INFRASTRUCTURE INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) (Unaudited) Notes June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents 2 $ 33,626 $ 27,785 Restricted cash and cash equivalents 2 414,637 119,511 Accounts receivable, net 2 68,150 52,994 Other current assets 2 22,632 19,561 Total current assets 539,045 219,851 Leasing equipment, net 4 37,195 37,453 Operating lease right-of-use assets, net 66,749 67,937 Property, plant, and equipment, net 5 3,232,712 1,653,468 Investments 6 17,730 12,529 Intangible assets, net 7 45,223 46,229 Goodwill 2 401,229 275,367 Other assets 2 67,077 61,554 Total assets $ 4,406,960 $ 2,374,388 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 223,498 $ 176,425 Debt, net 8 82,754 48,594 Operating lease liabilities 7,268 7,172 Derivative liabilities 10 30,443 — Other current liabilities 18,801 18,603 Total current liabilities 362,764 250,794 Debt, net 7 3,001,609 1,539,241 Operating lease liabilities 59,635 60,893 Derivative liabilities 10 138,340 — Other liabilities 68,692 67,104 Total liabilities 3,631,040 1,918,032 Commitments and contingencies 19 — — Redeemable preferred stock Series A ($ 0.01 par value per share; 200,000,000 total preferred shares authorized; 300,000 Series A shares issued and outstanding as of 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 Redeemable convertible preferred stock Series B ($ 0.01 par value per share; 200,000,000 total preferred shares authorized; 160,000 Series B shares issued and outstanding as of June 30, 2025; redemption amount of $ 192.0 million at June 30, 2025) 17 152,642 — Equity Common stock ($ 0.01 par value per share; 2,000,000,000 shares authorized; 115,087,817 and 113,934,860 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively) 1,151 1,139 Additional paid in capital 724,514 764,381 Accumulated deficit ( 333,112 ) ( 405,818 ) Accumulated other comprehensive loss ( 17,084 ) ( 157,051 ) Stockholders' equity 375,469 202,651 5 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) Non-controlling interest in equity of consolidated subsidiaries ( 149,843 ) ( 127,513 ) Total equity 225,626 75,138 Total liabilities, redeemable preferred stock and equity $ 4,406,960 $ 2,374,388 See accompanying notes to consolidated financial statements. 6 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Dollars in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, Notes 2025 2024 2025 2024 Revenues Total revenues 11 $ 122,286 $ 84,887 $ 218,447 $ 167,422 Expenses Operating expenses 74,435 61,225 141,480 125,800 General and administrative 3,862 2,840 8,975 7,701 Acquisition and transaction expenses 8,704 921 12,219 1,847 Management fees and incentive allocation to affiliate 15 3,680 2,776 6,222 5,777 Depreciation and amortization 4, 7 33,998 20,163 59,010 40,684 Asset impairment 4,401 — 4,401 — Total expenses 129,080 87,925 232,307 181,809 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 ) Interest expense ( 59,204 ) ( 29,690 ) ( 102,316 ) ( 57,283 ) Other income 3,052 6,963 6,745 9,328 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 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,100 ) ( 11,400 ) ( 22,501 ) ( 22,090 ) Less: Dividends and accretion of redeemable preferred stock 20,957 17,610 42,798 34,585 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: 18 Basic $ ( 0.73 ) $ ( 0.52 ) $ 0.21 $ ( 1.06 ) Diluted $ ( 0.73 ) $ ( 0.52 ) $ 0.21 $ ( 1.06 ) Weighted average shares outstanding: Basic 114,880,817 105,039,831 114,491,338 104,612,209 Diluted 114,880,817 105,039,831 115,260,452 104,612,209 See accompanying notes to consolidated financial statements. 7 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) (Dollars in thousands) 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 (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 (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 six months ended June 30, 2025 and 2024, respectively. See accompanying notes to consolidated financial statements. 8 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) 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 Equity - December 31, 2024 $ 1,139 $ 764,381 $ ( 405,818 ) $ ( 157,051 ) $ ( 127,513 ) $ 75,138 Net income (loss) 131,565 ( 11,401 ) 120,164 Other comprehensive income 157,994 157,994 Total comprehensive income (loss) — — 131,565 157,994 ( 11,401 ) 278,158 Settlement of equity-based compensation ( 545 ) ( 545 ) Issuance of common shares 9 1 10 Issuance of warrants 1,014 1,014 Issuance of Manager options 7,358 7,358 Dividends declared on common stock ( 3,443 ) ( 3,443 ) Dividends and accretion of redeemable preferred stock ( 21,841 ) ( 21,841 ) Equity-based compensation 895 358 1,253 Equity - March 31, 2025 $ 1,148 $ 748,365 $ ( 274,253 ) $ 943 $ ( 139,101 ) $ 337,102 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 9 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 Equity - December 31, 2023 $ 1,006 $ 843,971 $ ( 182,173 ) $ ( 178,515 ) $ ( 71,430 ) $ 412,859 Net loss ( 39,607 ) ( 10,690 ) ( 50,297 ) Other comprehensive loss ( 21,128 ) ( 21,128 ) Total comprehensive loss — — ( 39,607 ) ( 21,128 ) ( 10,690 ) ( 71,425 ) Settlement of equity-based compensation ( 3,029 ) ( 185 ) ( 3,214 ) Issuance of common shares 10 ( 10 ) — Dividends declared on common stock ( 3,051 ) ( 3,051 ) Dividends and accretion of redeemable preferred stock ( 16,975 ) ( 16,975 ) Equity-based compensation 2,050 290 2,340 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. 10 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income (loss) $ 50,205 $ ( 98,437 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Equity in (earnings) losses of unconsolidated entities ( 3,319 ) 24,690 Gain on sale of subsidiaries ( 119,952 ) — Loss on sale of assets, net 124 163 Loss on modification or extinguishment of debt 4,073 9,170 Equity-based compensation 2,163 4,139 Depreciation and amortization 59,010 40,684 Asset impairment 4,401 — Change in deferred income taxes ( 41,298 ) 1,493 Amortization of deferred financing costs 5,218 4,570 Amortization of bond discount 5,459 2,898 Amortization of other comprehensive income ( 4,732 ) — Paid-in-kind interest expense 897 — Provision for credit losses 195 514 Change in: Accounts receivable ( 2,988 ) 3,255 Other assets 2,540 ( 3,040 ) Accounts payable and accrued liabilities 15,593 ( 12,787 ) Derivative liabilities ( 66,178 ) — Other liabilities ( 2,283 ) 1,218 Net cash used in operating activities ( 90,872 ) ( 21,470 ) Cash flows from investing activities: Investment in unconsolidated entities ( 12,585 ) ( 1,639 ) Acquisition of business, net of cash acquired 226,628 — Acquisition of leasing equipment ( 564 ) ( 1,204 ) Acquisition of property, plant and equipment ( 148,319 ) ( 27,420 ) Proceeds from investor loan 11,001 — Investment in promissory notes and loans — ( 17,500 ) Investment in equity instruments — ( 5,000 ) Proceeds from sale of property, plant and equipment 2,198 111 Net cash provided by (used in) investing activities 78,359 ( 52,652 ) Cash flows from financing activities: Proceeds from debt, net 494,074 449,689 Repayment of debt ( 126,102 ) ( 242,001 ) Payment of financing costs ( 21,545 ) ( 10,022 ) Cash dividends - common stock ( 6,886 ) ( 6,303 ) Cash dividends - redeemable preferred stock ( 25,516 ) — Settlement of equity-based compensation ( 545 ) ( 3,216 ) 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 Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 448,263 $ 186,465 Supplemental disclosure of non-cash investing and financing activities: Acquisition of property, plant and equipment $ 47,622 $ — Acquisition of business ( 285,977 ) — Dividends and accretion of redeemable preferred stock ( 17,282 ) ( 34,585 ) See accompanying notes to consolidated financial statements. 11 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is a Delaware corporation and was originally formed as a limited liability company on December 13, 2021 in connection with the spin-off of the infrastructure business (“FTAI Infrastructure”) of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). The Company owns and operates (i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities (“Repauno”), (iv) 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 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: (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas, and (v) Sustainability and Energy Transition, which all operate in the infrastructure sector (see Note 16). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” The Company is headquartered in New York, New York. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting — The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of us and our subsidiaries. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties — In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars. 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. Variable Interest Entities —The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, 12 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development. We currently hold an approximately 98 % economic interest, and a 100 % voting interest in DRP. 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 $ 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. Restricted Cash and Cash Equivalents — Restricted cash and cash equivalents consists of cash in money market funds and other permitted highly liquid short term investments that can be used for principal, interest and project funding pursuant to the requirements of certain of our debt agreements (see Note 8) and other qualifying construction projects at Jefferson Terminal. Property, Plant, and Equipment, Leasing Equipment and Depreciation — Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows: Asset Range of Estimated Useful Lives Residual Value Estimates Railcars and locomotives 40 - 50 years from date of manufacture Scrap value at end of useful life Track and track related assets 15 - 50 years from date of manufacture Scrap value at end of useful life Land, site improvements and rights N/A N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and improvements 20 - 30 years Scrap value at end of useful life Railroad equipment 3 - 15 years from date of manufacture Scrap value at end of useful life Power plant 15 - 40 years None Terminal machinery and equipment 15 - 25 years from date of manufacture Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 2 - 5 years from date of purchase None Construction in progress N/A N/A Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. Spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service. We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted. Natural Gas Operations Property and Related Depletion — The Company follows the successful efforts method of accounting for costs incurred in the exploration and development of oil and gas producing activities. All development costs, including lease acquisition costs, are capitalized. The Company capitalizes exploratory drilling costs until a determination is made that the well or project has either found proved reserves or is dry. After an exploratory well has been drilled and found oil and natural gas reserves, a determination may be pending as to whether the oil and natural gas quantities can be classified as proved. In those circumstances, the Company continues to capitalize the drilling costs pending the determination of proved status if (i) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (ii) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. If the exploratory well is determined to be a dry well, the costs 13 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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. Asset Impairments — Oil and natural gas proved properties periodically are assessed for possible impairment in accordance with ASC Topic 360, Property, Plant and Equipment. The Company monitors its oil and natural gas properties as well as the market and business environments in which it operates and makes assessments about events that could result in potential impairment issues. Such potential events may include, but are not limited to, commodity price declines, unanticipated increases in operating costs, and lower than expected production performance. If a material event occurs, the Company makes an estimate of undiscounted future cash flows to determine whether the asset is impaired. Impairment losses are recognized when the estimated discounted future cash flows are less than the current net book values of the properties. If the asset is impaired, the Company will record an impairment loss for the difference between the net book value of the properties and the fair value of the properties. The fair value of the properties typically is estimated using discounted cash flows. The Company also may recognize impairments of capitalized costs for unproved properties in accordance with ASC Topic 932 – Extractive Activities – Oil and Gas. The greatest portion of these costs generally relates to the leasehold acquisitions. The costs are capitalized and periodically evaluated for recoverability, based on changes brought about by exploration activities, changes in economic factors and potential shifts in business strategy. Capitalized Interest — The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $ 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 $ 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. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from terminal services contracts and currently contracted leases, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors. Other Current Assets — Other current assets is comprised of: June 30, 2025 December 31, 2024 Prepaid expenses $ 12,014 $ 9,751 Other receivables 2,713 384 Other assets 7,905 9,426 Total other current assets $ 22,632 $ 19,561 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). 14 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. 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. The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030. We use the interest method to accrete to the redemption value. Convertible Preferred Stock — We classify the Series B Preferred Stock ("Convertible Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to a change in control provision that would trigger redemption. The Series B Preferred Stock is not currently probable of becoming redeemable; as a result, the issuance costs and 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 $ 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. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis. Rail Revenues — Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated. Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. Our ancillary services revenue primarily relates to demurrage and storage services. Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis. Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided. Lease Income — Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement. Roadside Services Revenues — Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms. Gas Revenues — The Company’s natural gas revenues are based on actual sales volumes of commodities sold by Diversified Energy Inc. (“Diversified”). Diversified owns the portions of certain Long Ridge natural gas wells not owned by Long Ridge, operates all Long Ridge’s natural gas wells and markets excess natural gas not required for plant operations to various end users in the open market. The Company has concluded that the control transfers to the natural gas operator at the point of delivery (i.e., wellhead or the inlet of the operating entity’s system) and revenue is recognized when control transfers. In these instances, revenue is recorded net of any marketing, gathering and compressor fees. 15 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Power Revenues — Power revenues are recognized from Long Ridge’s revenues into PJM Interconnection, Inc.’s (“PJM”) day-ahead and spot markets. Certain transmission losses, control and dispatch market support fees, and other fees incurred by PJM are netted into revenue. Power revenues are recognized upon generation of the electricity and simultaneous consumption by the customer. Revenue is recognized based on the invoiced amount which is equal to the value of Long Ridge’s performance obligation satisfied with the customer. Long Ridge participates in PJM’s capacity market and provides a stated quantity of capacity and generates electricity as required during the performance period. Long Ridge receives payment for and recognizes revenue with respect to Long Ridge’s capacity commitments ratably over the term of its capacity commitments. Other Revenue — Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis. Payment terms for revenues are generally short term in nature . Leasing Arrangements — At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets. All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets , for both operating and finance leases , are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities; and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred. Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned approximately 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. We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. Allowance for Doubtful Accounts — We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging. 16 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 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 ( 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 ( 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. 17 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Derivative Financial Instruments Electricity Derivatives — Long Ridge enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price. Cash Flow Hedges 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 (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 (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. Derivatives Not Designated As Hedging Instruments 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 (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. The Company records all electricity derivative assets and liabilities on a gross basis at fair value, which are included in the Consolidated Balance Sheets. Income Taxes — Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business. 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. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. Some of our entities file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal, state and foreign tax authorities. We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the Provision for (benefit from) income taxes in the Consolidated 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. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 13 for additional discussion on the pension and postretirement benefit plans. 3. ACQUISITION OF LONG RIDGE ENERGY & POWER LLC On February 26, 2025, the Company entered into a purchase agreement with certain affiliates of GCM Grosvenor Inc. (“GCM”), owner of 49.9 % of the limited liability company interests of Long Ridge Energy & Power LLC, to acquire GCM’s 49.9 % interest. This transaction resulted in a controlling 100% ownership in Long Ridge Energy & Power LLC. Consideration to GCM for the acquisition included (i) Long Ridge Energy & Power LLC issuing a $ 20.0 million promissory note to an affiliate of GCM, (ii) cash consideration of $ 9.0 million paid by the Company and (iii) 160,000 shares of newly formed Series B Convertible Junior Preferred Stock issued by the Company to certain affiliates of GCM at a fair value of $ 160.0 million. Additionally, the Company had a pre-existing shareholder loan outstanding with Long Ridge for $ 106.0 million that was settled with the transaction. Long Ridge Energy & Power LLC operates within the Power and Gas reportable segment. See Note 16 for additional information. The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations at Long 18 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). This transaction was accounted for as a “step acquisition” (as defined by U.S. GAAP) and, as such, the Company remeasured its pre-existing equity interest in Long Ridge immediately prior to the completion of the acquisition to its estimated fair value of $ 189.8 million. The results of Long Ridge since the acquisition date have been included in the Company’s consolidated financial statements. In accordance with accounting for a step acquisition, the Company recognized a gain of $ 120.0 million, which is included in (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. The significant assumptions used to estimate the fair value of the property, plant and equipment included replacement cost estimates, salvage values and market data for similar assets where available. The significant assumptions used to estimate the value of the customer relationship intangible assets included discount rate and future revenues and operating expenses. The following table summarizes the allocation of the preliminary purchase price, as presented in our Consolidated Balance Sheet: February 26, 2025 (Unaudited) Fair value of assets acquired: Cash and cash equivalents $ 17,205 Restricted cash 218,422 Accounts receivable 12,364 Property, plant and equipment 1,516,873 Intangible assets 1,000 Other assets 11,855 Total assets acquired 1,777,719 Fair value of liabilities assumed: Accounts payable and accrued liabilities 54,699 Debt 1,115,200 Derivative liabilities 197,795 Other liabilities 51,154 Total liabilities assumed 1,418,848 Goodwill (1) 125,863 Total preliminary purchase consideration $ 484,734 ________________________________________________________ (1) This goodwill is assigned to the Power and Gas segment and is not tax deductible for income tax purposes. The following table presents the preliminary estimated fair value of the identifiable intangible assets and their estimated useful lives: Estimated useful life in years Fair value Customer relationships 15 $ 1,000 Total $ 1,000 19 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: Estimated remaining useful life in years Fair value Construction in progress N/A $ 476 Unproved properties N/A 218,000 Proved developed properties N/A 168,045 Power generation 12 - 37 848,897 Computer software 2 70 Land and improvements N/A 166,454 Buildings 10 - 39 48,665 Machinery & equipment 2 - 37 62,015 Track and track related assets 8 - 34 4,212 Vehicles 2 - 3 39 Total $ 1,516,873 The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of assets and liabilities are subject to change. Furthermore, the Company is still evaluating the appropriate useful lives for the acquired property, plant and equipment and intangible assets. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocated to goodwill. The unaudited financial information in the table below summarizes the combined results of operations of FTAI Infrastructure and Long Ridge Energy & Power LLC on a pro forma basis, as though the companies had been combined as of January 1, 2024. These pro forma results were based on estimates and assumptions which we believe are reasonable. The pro forma adjustments are primarily comprised of the following: • The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired; • Elimination of intercompany transactions between consolidated companies; • Impacts of debt assumed, including interest for debt issued, removal of interest for eliminated debt and removal of eliminated amortization of deferred financing costs; and • Associated tax-related impacts of adjustments. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place as of January 1, 2024. Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Total revenue $ 122,286 $ 113,256 $ 271,806 $ 225,097 Net (loss) income attributable to stockholders ( 79,115 ) ( 64,275 ) ( 119,127 ) 16,803 4. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: June 30, 2025 December 31, 2024 Leasing equipment $ 49,826 $ 49,262 Less: Accumulated depreciation ( 12,631 ) ( 11,809 ) Leasing equipment, net $ 37,195 $ 37,453 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Depreciation expense for leasing equipment $ 412 $ 345 $ 822 $ 676 20 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Sales-Type Leases In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by certain employees of the Manager. The lease is initially for a two-year construction period and eight years post-completion with renewals that extend the lease up to 32 years. We determined that the lease is a sales-type lease as the present value of the lease payments is substantially all of fair value. 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 (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. 5. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: June 30, 2025 December 31, 2024 Land, site improvements and rights $ 351,833 $ 181,874 Buildings and improvements 68,153 19,015 Bridges and tunnels 176,784 176,753 Terminal machinery and equipment 1,279,741 1,211,272 Proved oil and gas properties 168,515 — Power plant 848,897 — Track and track related assets 115,169 109,871 Railroad equipment 9,623 9,627 Railcars and locomotives 89,706 95,437 Computer hardware and software 21,935 20,682 Furniture and fixtures 2,246 2,246 Construction in progress 481,749 153,244 Other 25,250 24,183 3,639,601 2,004,204 Less: Accumulated depreciation ( 406,889 ) ( 350,736 ) Property, plant and equipment, net $ 3,232,712 $ 1,653,468 Depreciation expense for property, plant and equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Depreciation expense $ 32,576 $ 17,933 $ 56,182 $ 36,237 21 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 6. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage June 30, 2025 December 31, 2024 Intermodal Finance I, Ltd. Equity method See below $ — $ — Long Ridge Energy & Power LLC (1) Equity method See below — — Long Ridge West Virginia LLC Equity method See below — 116 GM-FTAI Holdco LLC Equity method See below — — Clean Planet Energy USA LLC Equity method 50.0 % 17,730 12,413 $ 17,730 $ 12,529 ________________________________________________________ (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 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 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 ) Long Ridge West Virginia LLC — ( 189 ) ( 311 ) ( 551 ) GM-FTAI Holdco LLC ( 1,895 ) ( 5,144 ) ( 7,110 ) ( 9,630 ) Clean Planet Energy USA LLC ( 100 ) ( 320 ) ( 209 ) ( 708 ) Total $ ( 1,995 ) $ ( 12,788 ) $ 3,319 $ ( 24,690 ) Equity Method Investments Intermodal Finance I, Ltd. In 2012, we acquired a 51 % non-controlling interest in Intermodal Finance I, Ltd. (“Intermodal”). Intermodal is governed by a board of directors, and its shareholders have voting rights through their equity interests. As such, Intermodal is not within the scope of ASC 810-20 and should be evaluated for consolidation under the voting interest model. Due to the existence of substantive participating rights of the 49 % equity investor, including the joint approval of material operating and capital decisions, such as material contracts and capital expenditures consistent with ASC 810-10-25-11, we do not have unilateral rights over this investment and, therefore, we do not consolidate Intermodal but account for this investment in accordance with the equity method. We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met. 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 and six months ended June 30, 2025. Long Ridge Energy & Power LLC In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150 million in cash, plus an earn out. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge. In addition to our equity method investment, in October 2022, we entered into a shareholder loan agreement maturing on October 15, 2023 and accruing paid-in-kind (“PIK”) interest at a 13 % rate. During 2023, the maturity date was extended to May 1, 2032. As of December 31, 2024, $ 114.8 million was recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet. On February 26, 2025, the shareholder loan was consolidated and eliminated in consolidation. On February 26, 2025, the Company entered into a purchase agreement with certain affiliates of GCM Grosvenor Inc. (“GCM”), owner of 49.9 % of the limited liability company interests of Long Ridge Energy & Power LLC, to acquire GCM’s 49.9 % interest (see Note 3 for additional details). The Company owns 100% of Long Ridge Energy & Power LLC as of June 30, 2025. GM-FTAI Holdco LLC In September 2021, we acquired 1 % of the Class A shares and 50 % of the Class B shares of GM-FTAI Holdco LLC for $ 52.5 million. GM-FTAI Holdco LLC owns a 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”). GMR specializes in recycling spent catalyst produced in the petroleum refining industry. 22 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. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and GMR are governed by separate boards of directors. Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1 % and 50 % economic interest in GMR and Aleon, respectively. We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC. On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20 % interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5 % of additional interest in Class A shares of GM-FTAI Holdco LLC. As a result of these exchange transactions, we own approximately 27 % of GM-FTAI Holdco LLC, which owns 100 % of both GMR and Aleon. During the year ended December 31, 2024, GM-FTAI Holdco LLC was impacted by severe weather which damaged its facilities and impacted production capabilities. Additionally, GM-FTAI Holdco LLC continues to generate operating losses and has not achieved expected results. Therefore, the Company determined that the equity value should be fully written off of the Consolidated Balance Sheet as of December 31, 2024. 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. 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 In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“CPE” or “Clean Planet”) with an initial investment of $ 1.0 million. CPE intends on building waste plastic-to-fuel plants in the United States. The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil. We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares. Long Ridge West Virginia LLC 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 under U.S. GAAP, but we are not the primary beneficiary. 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. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for further information on the refinancing. As part of the refinancing, Long Ridge WV, a company owned by the Company and GCM in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100 % owned subsidiary of Long Ridge. Long Ridge WV was owned by Long Ridge Energy & Power LLC as of the date of the acquisition discussed above. Equity Investments E-Circuit Motors, Inc. E-Circuit Motors Inc. (“ECM”) is a software company concentrating on the development and sale of printer circuit board stator motors and also utilizes proprietary software to develop and test such motors in a virtual environment. On March 6, 2024, the Company invested $ 5.0 million for 166,667 shares of Series D preferred equity, as well as 166,667 warrants of common stock at $ 0.01 per share in ECM. The preferred shares are convertible to common shares at the option of the investor on a one -for-one basis. We do not exercise significant influence over the investment and will record the preferred share investment as an equity security. The warrants are exercisable only if certain conditions are met over the next two years after the date of the investment. The warrants will be accounted for as equity securities. The value of the Series D preferred equity and warrants as of the date of investment were determined to be $ 2.5 million each, based on relative fair value. ECM is a private company with no readily determinable fair values; if additional third-party information becomes available we will adjust the value of the investments accordingly. As of June 30, 2025, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet. 23 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 7. INTANGIBLE ASSETS, NET Intangible assets, net are summarized as follows: June 30, 2025 Jefferson Terminal Power and Gas Railroad Total Customer relationships $ 35,513 $ 1,000 $ 60,000 $ 96,513 Less: Accumulated amortization ( 35,513 ) ( 23 ) ( 15,754 ) ( 51,290 ) Total intangible assets, net $ — $ 977 $ 44,246 $ 45,223 December 31, 2024 Jefferson Terminal Railroad Total Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 35,513 ) ( 13,771 ) ( 49,284 ) Total intangible assets, net $ — $ 46,229 $ 46,229 Amortization of customer relationships is included in Depreciation and amortization in the Consolidated Statements of Operations and is as follows: Three Months Ended 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 June 30, 2025, estimated net annual amortization of intangibles is as follows: Remainder of 2025 $ 2,033 2026 4,067 2027 4,067 2028 4,067 2029 4,067 Thereafter 26,922 Total $ 45,223 24 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 8. DEBT, NET Our debt, net is summarized as follows: Outstanding Borrowings Stated Interest Rate Maturity Date June 30, 2025 December 31, 2024 Loans payable DRP Revolver (1) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term Secured Overnight Financing Rate (“SOFR”)) 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) 3/11/27 (iii) 11/16/27 63,800 63,800 Jefferson Credit Agreement October 2024 (2) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 7/18/25 — 49,056 Jefferson Credit Agreement June 2025 (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 12/15/25 30,000 — Long Ridge Acquiom Loan 15.75 % 6/7/26 40,000 — Long Ridge GCM Note 12.00 % 2/26/28 20,000 — Long Ridge CanAm Loan 6.75 % 9/13/29 115,200 — Long Ridge Credit Agreement (i) Base Rate + 3.50 %; or (ii) Base Rate + 4.50 % (Term SOFR) 2/19/32 399,000 — Total loans payable 768,897 157,106 Bonds payable Series 2020 Bonds (2) (i) Tax Exempt Series 2020A Bonds: 3.625 % (ii) Tax Exempt Series 2020A Bonds: 4.00 % (i) 1/1/35 (ii) 1/1/50 141,196 143,165 Series 2021 Bonds (2) (i) Tax Exempt Series 2021A Bonds: 1.875 % to 3.00 % (ii) Taxable Series 2021B Bonds: 4.100 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 347,619 352,685 Series 2024 Bonds (2) (i) Tax Exempt Series 2024A Bonds: 5.000 % to 5.250 % (ii) Taxable Series 2024B Bonds: 10.000 % (i) 1/1/39 to 1/1/54 (ii) 7/1/26 376,868 368,513 Series 2025 Bonds (2) (i) Tax Exempt Series 2025 Bonds: 6.375 % (ii) Tax Exempt Series 2025 Bonds: 6.625 % (i) 1/1/35 (ii) 1/1/45 297,011 — Senior Notes due 2027 (2) 10.50 % 6/1/27 584,464 581,169 Senior Notes due 2032 8.75 % 2/15/32 600,000 — Total bonds payable 2,347,158 1,445,532 Total debt 3,116,055 1,602,638 Less: Debt issuance costs ( 31,692 ) ( 14,803 ) Total debt, net $ 3,084,363 $ 1,587,835 Principal debt due within one year $ 84,569 $ 50,000 Less: Debt issuance costs ( 1,815 ) ( 1,406 ) Total principal debt, net due within one year $ 82,754 $ 48,594 ________________________________________________________ (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. 25 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 On May 17, 2024, Long Ridge WV entered into a new loan agreement with CanAm Pennsylvania Regional Center, LP XI (“CanAm”). The transaction closed on September 13, 2024. CanAm has agreed to provide up to $ 115.2 million to Long Ridge WV. This loan is to mature on September 13, 2029 and has a current interest rate of 6.75 %. As of 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 February 15, 2032. The Notes are jointly and severally guaranteed on a senior secured basis by Long Ridge Energy Generation LLC, a Delaware limited liability company (“PowerCo”), and Ohio GasCo LLC, a Delaware limited liability company (“GasCo”). On February 19, 2025, Long Ridge entered into a credit agreement to borrow senior secured term loans (the “New Term Loans”) for an aggregate principal amount of $ 400.0 million. The New Term Loans bear interest at SOFR plus 4.50 % per annum and mature on February 19, 2032. The New Term Loans are jointly and severally guaranteed on a senior secured basis by PowerCo and GasCo. On February 26, 2025, Long Ridge Energy & Power LLC entered into a note to borrow (the “GCM Note”) an aggregate principal amount of $ 20.0 million. The GCM Note bears interest at 12.00 % per annum and matures on February 26, 2028. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for additional detail. Amendment to October 2024 Jefferson Credit Agreement On March 11, 2025, our Jefferson Terminal segment amended its October 2024 Credit Agreement for $ 50.0 million to include two options to extend the maturity date to (i) January 1, 2026 and subsequently to (ii) April 1, 2026. 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 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 26 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. 9. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). 27 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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 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 June 30, 2025 June 30, 2025 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 33,626 $ 33,626 $ — $ — Market Restricted cash and cash equivalents 414,637 414,637 — — Market Notes receivable 12,658 — 12,658 — Market Total assets $ 460,921 $ 448,263 $ 12,658 $ — Liabilities Derivative liabilities $ ( 168,783 ) $ — $ ( 168,783 ) $ — Income Total liabilities $ ( 168,783 ) $ — $ ( 168,783 ) $ — Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2024 December 31, 2024 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 27,785 $ 27,785 $ — $ — Market Restricted cash and cash equivalents 119,511 119,511 — — Market Notes receivable 11,893 — 11,893 — Market Total assets $ 159,189 $ 147,296 $ 11,893 $ — Our 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. The valuation of our electricity derivatives is based on management’s best estimate of certain key assumptions, which include estimated power forward curves, probability of default, and the discount rate. Our cash and cash equivalents and restricted cash and cash equivalents consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy. Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash and cash equivalents consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles. 28 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The fair value of our bonds, notes payable and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below: June 30, 2025 December 31, 2024 Series 2020A Bonds (1) $ 115,603 $ 122,978 Series 2021A Bonds (1) 116,629 121,678 Series 2021B Bonds (1) 176,884 179,316 Series 2024A Bonds (1) 156,054 167,291 Series 2024B Bonds (1) 223,118 222,609 Series 2025 Bonds (1) 305,403 — Senior Notes due 2027 624,480 642,036 Senior Notes due 2032 623,720 — EB-5 Loan Agreement 24,423 23,208 EB-5.2 Loan Agreement 9,187 8,799 EB-5.3 Loan Agreement 24,609 23,583 ________________________________________________________ (1) Fair value is based upon market prices for similar municipal securities. The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy. We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses. 10. DERIVATIVE FINANCIAL INSTRUMENTS Long Ridge Energy & Power LLC is subject to electricity price volatility stemming from the sales of electricity from the Long Ridge power generation plant. Long Ridge Energy & Power LLC enters into electricity swap agreements to manage our exposure to electricity price fluctuations. The electricity swap derivatives are designated as hedging instruments within cash flow hedging relationships. The Company recognizes the realized gain or loss in Revenues in our Consolidated Statements of Operations. As of 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. These derivatives are not designated as hedging instruments. The Company recognizes the unrealized and realized gain or loss in Interest expense on our Consolidated Statements of Operations. The following table presents information related to our outstanding derivative contracts as of June 30, 2025: June 30, 2025 Notional Amount Fair Value of Assets Fair Value of Liabilities Term Derivatives Designated as Cash Flow Hedges: Electricity Swaps (MWh) 20,970 $ — $ ( 167,956 ) 4 to 7 Years Non-Hedge Derivative Instruments: Interest Rate Swaps ($) 200,000 — ( 827 ) 3 Years Total $ — $ ( 168,783 ) 29 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table presents a summary of the changes in fair value for electricity swap and interest rate swap derivatives: Three Months Ended 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 ) $ — $ — $ — Acquisition of derivative — — — ( 197,795 ) — ( 197,795 ) Payoff of hedge — — — 67,005 — 67,005 Net unrealized losses recognized in earnings (1) — ( 535 ) ( 535 ) — ( 827 ) ( 827 ) Unrealized losses recognized in other comprehensive loss ( 14,324 ) — ( 14,324 ) ( 37,166 ) — ( 37,166 ) Ending balance $ ( 167,956 ) $ ( 827 ) $ ( 168,783 ) $ ( 167,956 ) $ ( 827 ) $ ( 168,783 ) ________________________________________________________ (1) Interest rate swaps are recognized in Interest expense in the Consolidated Statements of Operations. 11. REVENUES We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue. Revenues are within the scope of ASC 606, Revenue from Contracts with Customers , unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues. Three Months Ended June 30, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total Lease income $ 361 $ 885 $ — $ — $ — $ 1,246 Rail revenues 41,779 — — — 513 42,292 Terminal services revenues — 20,743 2,713 828 — 24,284 Roadside services revenues — — — — 13,217 13,217 Power revenues — — — 38,010 — 38,010 Gas revenues — — — 2,958 — 2,958 Other revenue — — 279 — — 279 Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ 13,730 $ 122,286 Six Months Ended June 30, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total Lease income $ 818 $ 1,765 $ — $ — $ — $ 2,583 Rail revenues 83,953 — — — 513 84,466 Terminal services revenues — 39,312 6,523 1,154 — 46,989 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 30 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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. 12. 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 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 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 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. 31 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 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 Common units 358 290 716 580 1,604 0.9 Total $ 428 $ 469 $ 856 $ 759 $ 1,904 Restricted Stock Units to Subsidiary Employees During the year ended December 31, 2023, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $ 16.9 million, based on the closing price of FIP’s stock on the grant date, and vest over three years. These awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021. During the year ended December 31, 2024, we issued additional RSUs of our common stock that had a grant date fair value of $ 1.9 million. The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated Statements of Operations: Expense Recognized During the Three Months Ended 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 Total $ 479 $ 1,235 $ 1,289 $ 3,285 $ 1,277 13. RETIREMENT BENEFIT PLANS We established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees. Defined Benefit Pensions Our underfunded pension plan is a tax qualified plan, and we will make contributions accordingly. Our pension plan covers certain eligible Transtar employees and is noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment. Postretirement Benefits Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees. The amendment and related remeasurement resulted in a decrease of the liability by $ 28.2 million with a corresponding adjustment to accumulated other comprehensive loss. 32 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 (expense) income within the Consolidated Statements of Operations. Three Months Ended June 30, 2025 2024 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Service costs $ 375 $ 85 $ 373 $ 152 Interest costs 215 79 153 136 Expected return on plan assets ( 79 ) — ( 50 ) — Amortization of prior service costs 2 ( 435 ) — ( 314 ) Amortization of actuarial gains — ( 126 ) ( 3 ) ( 111 ) Total $ 513 $ ( 397 ) $ 473 $ ( 137 ) Six Months Ended June 30, 2025 2024 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. 14. INCOME TAXES 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 Current: State and local $ 423 $ 111 $ 736 $ 579 Total current provision 423 111 736 579 Deferred: Federal 267 ( 727 ) ( 20,817 ) 211 State and local 262 883 ( 20,481 ) 1,282 Total deferred provision (benefit) 529 156 ( 41,298 ) 1,493 Provision for (benefit from) income taxes $ 952 $ 267 $ ( 40,562 ) $ 2,072 Taxable income or loss generated by us and our corporate subsidiaries by our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business. A valuation allowance has been established against our net U.S. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to separate company state taxes, deferred taxes for tax deductible goodwill, and deferred taxes for certain long-lived assets. Our effective tax rate differs from the U.S. 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 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. 33 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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. 15. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS We are externally managed by the Manager. The Manager is paid annual fees and incentive fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years . The Manager is entitled to a management fee, incentive fees (comprised of an Income Incentive Fee and a Capital Gains Incentive Fee described below) and reimbursement of certain expenses. The management fee is determined by taking the average value of total equity (including redeemable preferred stock and excluding non-controlling interests) of the Company determined on a consolidated basis in accordance with U.S. GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 %, and is payable monthly in arrears in cash. The Income Incentive Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”). For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders during such quarter calculated in accordance with U.S. GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the independent directors. Pre-incentive allocation net income does not include any Income Incentive Fee or Capital Gains Incentive Fee (described below) paid to the Manager during the relevant quarter. The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of pre-incentive fee net income of the Company, if any, that exceeds 2.2223 % for portions of such quarter. These calculations will be prorated for any periods of less than three months. The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Fee payments were made to the Manager. The Management fee, Income Incentive Fee, and Capital Gains Incentive Fee that are attributable to the operations of FTAI Infrastructure is recorded in the Management fees and incentive allocation to affiliate on the Consolidated Statements of Operations. These amounts are allocated on the following basis: Management fee —Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these consolidated financial statements. 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. 34 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 June 30, Six Months Ended June 30, 2025 2024 2025 2024 Management fee $ 3,680 $ 2,776 $ 6,222 $ 5,777 Income incentive fee — — — — Capital gains incentive fee — — — — Total $ 3,680 $ 2,776 $ 6,222 $ 5,777 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 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. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we do not reimburse the Manager for these expenses. The following table summarizes our reimbursements to the Manager: Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Classification in the Consolidated Statements of Operations: General and administrative $ 1,577 $ 1,087 $ 3,269 $ 2,431 Acquisition and transaction expenses 855 251 1,518 571 Total $ 2,432 $ 1,338 $ 4,787 $ 3,002 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock). Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress. In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 17. On August 12, 2024, 8.7 million Manager options were exercised. In February 2025, we issued 2.9 million options to purchase common stock to the Manager, with a term of 10 years and a strike price of $ 5.61 as compensation for services rendered in connection with the offering of Series B Preferred stock as discussed in Note 17. 35 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: June 30, 2025 December 31, 2024 Accrued management fees $ 6,264 $ 5,541 Other payables 4,787 4,047 As of June 30, 2025 and December 31, 2024, there w ere no receivables from the Manager. Other Affiliate Transactions 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 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 ) In October 2022, we entered into a shareholder loan agreement with Long Ridge. Refer to Notes 3 and 6 for additional information. The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023. For the 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. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. 16. SEGMENT INFORMATION Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. 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. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. The Repauno segment consists of a 1,630 -acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of Long Ridge, which is a 1,660 -acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. 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 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 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. 36 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. We believe that net income (loss) attributable to stockholders, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders as determined in accordance with U.S. GAAP. The following tables set forth certain information for each reportable segment: I. 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 Revenues Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ — $ 13,730 $ 122,286 Expenses 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 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 46 ( 10,579 ) ( 567 ) — — — ( 11,100 ) Less: 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 ) 37 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: 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 Add: Non-controlling share of Adjusted EBITDA 84 6,948 445 — — — 7,477 Add: Equity in losses of unconsolidated entities — — — — ( 1,995 ) — ( 1,995 ) Less: Interest and other costs on pension and OPEB liabilities 264 — — — — — 264 Less: Dividends and accretion of redeemable preferred stock — — — — — ( 20,957 ) ( 20,957 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 100 — 100 Less: Interest expense ( 112 ) ( 16,000 ) — ( 24,787 ) — ( 18,305 ) ( 59,204 ) Less: Depreciation and amortization expense ( 4,979 ) ( 12,522 ) ( 2,494 ) ( 11,874 ) — ( 217 ) ( 32,086 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges ( 4,401 ) — — — — — ( 4,401 ) Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 742 ) ( 3,324 ) — — — ( 4,066 ) Less: Acquisition and transaction expenses ( 2,783 ) ( 69 ) ( 1,980 ) ( 1,397 ) — ( 2,475 ) ( 8,704 ) Less: Equity-based compensation expense ( 358 ) ( 327 ) ( 150 ) — — ( 75 ) ( 910 ) Less: (Provision for) benefit from income taxes ( 768 ) ( 336 ) ( 25 ) — — 177 ( 952 ) Less: 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 ) 38 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) II. 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 Revenues Total revenues $ 84,771 $ 41,077 $ 6,803 $ 59,090 $ — $ 26,706 $ 218,447 Expenses Operating expenses 45,069 35,112 12,115 22,337 2 26,845 141,480 General and administrative — — — — — 8,975 8,975 Acquisition and transaction expenses 2,876 68 2,296 2,466 — 4,513 12,219 Management fees and incentive allocation to affiliate — — — — — 6,222 6,222 Depreciation and amortization 10,065 22,530 4,990 21,108 — 317 59,010 Asset impairment 4,401 — — — — — 4,401 Total expenses 62,411 57,710 19,401 45,911 2 46,872 232,307 Other income (expense) Equity in earnings (losses) of unconsolidated entities — — — 10,588 ( 7,319 ) 50 3,319 (Loss) gain on sale of assets, net ( 124 ) — — 119,952 — — 119,828 Loss on modification or extinguishment of debt — ( 749 ) ( 3,324 ) — — — ( 4,073 ) Interest expense ( 251 ) ( 32,624 ) ( 1,518 ) ( 33,804 ) — ( 34,119 ) ( 102,316 ) 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 Income (loss) before income taxes 22,772 ( 47,998 ) ( 17,337 ) 112,500 ( 6,056 ) ( 54,238 ) 9,643 Provision for (benefit from) income taxes 1,580 759 37 ( 42,457 ) — ( 481 ) ( 40,562 ) Net income (loss) 21,192 ( 48,757 ) ( 17,374 ) 154,957 ( 6,056 ) ( 53,757 ) 50,205 Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 133 ( 21,663 ) ( 971 ) — — — ( 22,501 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 42,798 42,798 Net income (loss) attributable to stockholders $ 21,059 $ ( 27,094 ) $ ( 16,403 ) $ 154,957 $ ( 6,056 ) $ ( 96,555 ) $ 29,908 39 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, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 40,595 $ 19,032 $ ( 3,534 ) $ 161,061 $ ( 802 ) $ ( 15,217 ) $ 201,135 Add: Non-controlling share of Adjusted EBITDA 122 13,904 783 — — — 14,809 Add: Equity in earnings (losses) of unconsolidated entities — — — 10,588 ( 7,319 ) 50 3,319 Less: Interest and other costs on pension and OPEB liabilities 529 — — — — — 529 Less: Dividends and accretion of redeemable preferred stock — — — — — ( 42,798 ) ( 42,798 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 6,503 ) 2,065 38 ( 4,400 ) Less: Interest expense ( 251 ) ( 32,624 ) ( 1,518 ) ( 33,804 ) — ( 34,119 ) ( 102,316 ) Less: Depreciation and amortization expense ( 10,065 ) ( 24,995 ) ( 4,990 ) ( 16,376 ) — ( 317 ) ( 56,743 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges ( 4,401 ) — — — — — ( 4,401 ) Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 749 ) ( 3,324 ) — — — ( 4,073 ) Less: Acquisition and transaction expenses ( 2,876 ) ( 68 ) ( 2,296 ) ( 2,466 ) — ( 4,513 ) ( 12,219 ) Less: Equity-based compensation expense ( 716 ) ( 835 ) ( 452 ) — — ( 160 ) ( 2,163 ) Less: (Provision for) benefit from income taxes ( 1,580 ) ( 759 ) ( 37 ) 42,457 — 481 40,562 Less: Other non-recurring items ( 298 ) — ( 1,035 ) — — — ( 1,333 ) Net income (loss) attributable to stockholders $ 21,059 $ ( 27,094 ) $ ( 16,403 ) $ 154,957 $ ( 6,056 ) $ ( 96,555 ) $ 29,908 40 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) III. Three Months Ended June 30, 2024 Three Months Ended June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 45,638 $ 21,174 $ 3,862 $ — $ — $ 14,213 $ 84,887 Expenses Operating expenses 23,701 17,975 5,598 330 7 13,614 61,225 General and administrative — — — — — 2,840 2,840 Acquisition and transaction expenses 153 8 — 398 — 362 921 Management fees and incentive allocation to affiliate — — — — — 2,776 2,776 Depreciation and amortization 4,860 12,300 2,480 — — 523 20,163 Total expenses 28,714 30,283 8,078 728 7 20,115 87,925 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — ( 7,336 ) ( 5,464 ) 12 ( 12,788 ) 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 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 ) Provision for (benefit from) income taxes 1,092 ( 612 ) ( 25 ) — — ( 188 ) 267 Net income (loss) 15,835 ( 25,326 ) ( 4,433 ) ( 5,173 ) ( 5,181 ) ( 23,862 ) ( 48,140 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 47 ( 11,174 ) ( 273 ) — — — ( 11,400 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 17,610 17,610 Net income (loss) attributable to stockholders $ 15,788 $ ( 14,152 ) $ ( 4,160 ) $ ( 5,173 ) $ ( 5,181 ) $ ( 41,472 ) $ ( 54,350 ) 41 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: Three 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 $ 22,121 $ 12,328 $ ( 1,502 ) $ 8,846 $ ( 2,784 ) $ ( 4,753 ) $ 34,256 Add: Non-controlling share of Adjusted EBITDA 22 8,110 173 — — — 8,305 Add: Equity in (losses) earnings of unconsolidated entities — — — ( 7,336 ) ( 5,464 ) 12 ( 12,788 ) Less: Interest and other costs on pension and OPEB liabilities 138 — — — — — 138 Less: Dividends and accretion of redeemable preferred stock — — — — — ( 17,610 ) ( 17,610 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 6,285 ) 3,067 10 ( 3,208 ) Less: Interest expense ( 98 ) ( 11,190 ) ( 242 ) — — ( 18,160 ) ( 29,690 ) Less: Depreciation and amortization expense ( 4,860 ) ( 13,733 ) ( 2,480 ) — — ( 523 ) ( 21,596 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges — — — — — — — Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 9,170 ) — — — — ( 9,170 ) Less: Acquisition and transaction expenses ( 153 ) ( 8 ) — ( 398 ) — ( 362 ) ( 921 ) Less: Equity-based compensation expense ( 290 ) ( 1,101 ) ( 134 ) — — ( 274 ) ( 1,799 ) Less: (Provision for) benefit from income taxes ( 1,092 ) 612 25 — — 188 ( 267 ) Less: Other non-recurring items — — — — — — — Net income (loss) attributable to stockholders $ 15,788 $ ( 14,152 ) $ ( 4,160 ) $ ( 5,173 ) $ ( 5,181 ) $ ( 41,472 ) $ ( 54,350 ) 42 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) IV. Six Months Ended June 30, 2024 Six Months Ended June 30, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 91,950 $ 39,790 $ 7,941 $ — $ — $ 27,741 $ 167,422 Expenses 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 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 108 ( 21,639 ) ( 559 ) — — — ( 22,090 ) Less: 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 ) 43 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 Add: Non-controlling share of Adjusted EBITDA 47 13,599 341 — — — 13,987 Add: Equity in (losses) earnings of unconsolidated entities — — — ( 14,373 ) ( 10,338 ) 21 ( 24,690 ) Less: Interest and other costs on pension and OPEB liabilities ( 462 ) — — — — — ( 462 ) Less: Dividends and accretion of redeemable preferred stock — — — — — ( 34,585 ) ( 34,585 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 15,067 ) 5,586 16 ( 9,465 ) Less: Interest expense ( 167 ) ( 20,487 ) ( 388 ) — — ( 36,241 ) ( 57,283 ) Less: Depreciation and amortization expense ( 9,872 ) ( 26,639 ) ( 4,924 ) — — ( 1,258 ) ( 42,693 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges — — — — — — — Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 9,170 ) — — — — ( 9,170 ) Less: Acquisition and transaction expenses ( 337 ) ( 10 ) — ( 398 ) — ( 1,102 ) ( 1,847 ) Less: Equity-based compensation expense ( 580 ) ( 2,860 ) ( 425 ) — — ( 274 ) ( 4,139 ) Less: (Provision for) benefit from income taxes ( 2,184 ) 1,166 161 — — ( 1,215 ) ( 2,072 ) Less: Other non-recurring items — — — — — — — Net income (loss) attributable to stockholders $ 30,224 $ ( 25,272 ) $ ( 8,420 ) $ ( 10,600 ) $ ( 9,395 ) $ ( 87,469 ) $ ( 110,932 ) 44 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) V. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. June 30, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 46,456 $ 138,297 $ 230,931 $ 101,176 $ 548 $ 21,637 $ 539,045 Non-current assets 643,613 1,121,881 368,582 1,685,142 30,389 18,308 3,867,915 Total assets 690,069 1,260,178 599,513 1,786,318 30,937 39,945 4,406,960 Total debt, net — 956,740 379,386 1,173,626 — 574,611 3,084,363 Current liabilities 49,699 127,914 18,314 138,569 19 28,249 362,764 Non-current liabilities 34,986 988,681 383,042 1,286,465 — 575,102 3,268,276 Total liabilities 84,685 1,116,595 401,356 1,425,034 19 603,351 3,631,040 Redeemable preferred stock — — — — — 550,294 550,294 Non-controlling interests in equity of consolidated subsidiaries 5,026 ( 152,654 ) ( 2,215 ) — — — ( 149,843 ) Total equity 605,384 143,583 198,157 361,284 30,918 ( 1,113,700 ) 225,626 Total liabilities, redeemable preferred stock and equity $ 690,069 $ 1,260,178 $ 599,513 $ 1,786,318 $ 30,937 $ 39,945 $ 4,406,960 December 31, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 48,667 $ 154,752 $ 6,756 $ 6 $ 48 $ 9,622 $ 219,851 Non-current assets 662,241 1,118,886 334,882 116 24,307 14,105 2,154,537 Total assets 710,908 1,273,638 341,638 122 24,355 23,727 2,374,388 Total debt, net — 974,351 44,250 — — 569,234 1,587,835 Current liabilities 48,866 131,503 41,136 3,732 20 25,537 250,794 Non-current liabilities 34,348 996,984 47,374 18,240 — 570,292 1,667,238 Total liabilities 83,214 1,128,487 88,510 21,972 20 595,829 1,918,032 Redeemable preferred stock — — — — — 381,218 381,218 Non-controlling interests in equity of consolidated subsidiaries 4,722 ( 130,989 ) ( 1,246 ) — — — ( 127,513 ) Total equity 627,694 145,151 253,128 ( 21,850 ) 24,335 ( 953,320 ) 75,138 Total liabilities, redeemable preferred stock and equity $ 710,908 $ 1,273,638 $ 341,638 $ 122 $ 24,355 $ 23,727 $ 2,374,388 45 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 17. REDEEMABLE PREFERRED STOCK Series A Preferred Stock - Redeemable Preferred Stock On August 1, 2022, the Company issued and sold 300,000 shares of Series A Redeemable Preferred Stock (the “Series A” or “Series A Preferred Stock”) at a price of $ 1,000 per share and $ 0.01 par value. The shares were issued at a 3 % discount for net proceeds of $ 291.0 million. The Company also issued two classes of warrants to the preferred stockholders (see Note 18). The fair value of the Series A Preferred Stock and the warrants at issuance were determined to be $ 242.7 million and $ 13.8 million, respectively . The Company incurred $ 16.4 million of issuance costs related to the Series A Preferred Stock and warrants. Additionally, the Company issued options to the Manager with a total fair value of $ 18.1 million (see Note 15). The Series A Preferred Stock has the following rights, preferences and restrictions: Voting Each holder of the Series A Preferred Stock will have one vote per share on any matter on which holders of the Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of shares of the Series A Preferred Stock do not otherwise have any voting rights. Liquidation Preference The Series A Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Series A Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $ 150.0 million of cash Dividends (the ”Base Preferred Return Amount”). Dividends Dividends on the Series A Preferred Stock are payable at a rate equal to 14.0 % per annum subject to increase in accordance with the terms of the Series A Preferred Stock. Specifically, the rate will be increased by 2.0 % per annum for any periods during the first two years following closing of the issuance of the Series A Preferred Stock, where the dividend is not paid in cash. Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Series A Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion. After the second anniversary of the issuance date, we are required to pay such dividends in cash. Failure to pay such dividends will result in a dividend rate equal to 18.0 % per annum, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date will constitute an event of noncompliance. The dividend rate on the 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 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 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. Redemption Mandatory Redemption : The Series A Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”). Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, we will be required to redeem all preferred stock in cash at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Optional Redemption: The Series A Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption. Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company. If the Series A Preferred Stock were redeemed as of June 30, 2025, it would be redeemable for $ 435.5 million. 46 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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. In addition to the warrants and options, the Company also paid a consent fee to Series A holders of $ 1.7 million. As the warrants and consent fee modified the Series A Preferred Stock agreement we treated these as deemed dividends on the Series A. The Series B Preferred Stock has the following rights, preferences and restrictions: Voting Each holder of the Series B Preferred Stock will have one vote per share on certain matters to which holders of the Series B are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of shares of the Series B Preferred Stock do not otherwise have any voting rights, however, they were provided with a seat on the Company’s Board of Directors at the issuance date. Liquidation Preference The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $ 0.01 per share and junior to Series A Preferred Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. Each share of Series B Preferred Stock has an initial liquidation preference of $ 1,000 per share. Dividends Holders of the Series B Preferred Stock are entitled to a quarterly compounding, regular dividend equal to 9.00 % per annum for any dividend paid in cash with respect to the immediately preceding quarter, and 10.00 % per annum for any dividend paid-in-kind, at the Company’s election. For any quarter in which the Company elects not to pay a cash dividend, such dividend will be added to the liquidation preference of each share, as further set forth in the certificate of designations of Series B Convertible Junior Preferred Stock of the Company, which was filed by the Company with the Secretary of State of the State of Delaware and became effective on February 26, 2025. So long as the Series A Preferred Stock remains outstanding, no dividends may be declared or paid in cash on the Series B Preferred Stock. As of 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. The Company has presented the Series B Preferred Stock in temporary equity as its redemption is not solely within the Company’s control. However, the Series B Preferred Stock is not currently probable of becoming redeemable; as a result, the issuance costs and PIK dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets. Redemption The Company shall be obligated to repurchase all shares of Series B Preferred Stock upon the consummation of a change of control, at a price per share equal to 102 % of the sum of the then-current liquidation preference plus any accrued and unpaid dividends since the end of the most recent dividend period (such sum, the “liquidation value”). Additionally, the Company shall have the right to redeem the Series B Preferred Stock, at any time and from time to time, at a price per share equal to (i) if within the first two years after the Issue Date, (a) an amount in cash that, taken together with any cash dividends paid to the redemption date, would equal 120 % of the initial liquidation preference plus (b) 43.75 warrants (each, an “Optional Redemption Warrant”) and (ii) thereafter, 102 % of the then-applicable liquidation value. Each Optional Redemption Warrant shall be exercisable for one share of common stock at an exercise price of $ 8.18 . If the Company issues Optional Redemption Warrants pursuant to an optional redemption, it will enter into a warrant agreement governing the terms of such Optional Redemption Warrant. In each case, the repurchase or redemption of Series B Preferred Stock shall be subject to the condition that no shares of Series A Preferred Stock remain outstanding as of such time. If the Series B Preferred Stock were redeemed at the option of the Company as of 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 47 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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 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. 18. EARNINGS PER SHARE AND EQUITY 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 (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 (loss) income $ ( 69,959 ) $ ( 48,140 ) $ 50,205 $ ( 98,437 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,100 ) ( 11,400 ) ( 22,501 ) ( 22,090 ) Less: Dividends and accretion of redeemable preferred stock 20,957 17,610 42,798 34,585 Net (loss) income attributable to stockholders ( 79,816 ) ( 54,350 ) $ 29,908 $ ( 110,932 ) Less: Convertible preferred stock dividend 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) 114,880,817 105,039,831 114,491,338 104,612,209 Weighted Average Common Stock Outstanding - Diluted (1) 114,880,817 105,039,831 115,260,452 104,612,209 (Loss) earnings per share: Basic $ ( 0.73 ) $ ( 0.52 ) $ 0.21 $ ( 1.06 ) Diluted (2) $ ( 0.73 ) $ ( 0.52 ) $ 0.21 $ ( 1.06 ) ________________________________________________________ (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. 48 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Common Stock Warrants A summary of the status of the Company’s outstanding stock warrants and changes during the six months ended June 30, 2025 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding as of December 31, 2024 3,342,566 $ 9.85 Issued 550,000 10.00 Expired — — Exercised — — Outstanding as of June 30, 2025 (1) 3,892,566 $ 9.76 Warrants exercisable as of June 30, 2025 (1) 3,892,566 $ 9.76 ________________________________________________________ (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. On February 26, 2025, the Company and Ares amended and restated the warrant agreement, initially dated as of August 1, 2022. As part of the consent fee for the Series A Amendment, the Company issued 550,000 Series A Warrants to entities affiliated with Ares. The warrants have an exercise price of $ 10.00 per share. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail. The weighted average remaining contractual term of the outstanding warrants as of June 30, 2025 is 5.1 years. The aggregate intrinsic value of the warrants as of June 30, 2025 is $ — million . 19. 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 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. The contingency related to $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2021, and the contingency related to an additional $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2022. 20. SUBSEQUENT EVENTS 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. 49 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 6, 2025 for additional detail. Dividends 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. 50