What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-31 compared with 2025-08-15 · 486 added, 321 removed, 1271 unchanged (39% of the section changed)

3 unchanged sentences

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

Notes June 30, 2025 December 31, 2024

Notes September 30, 2025 December 31, 2024

Current assets:

7 unchanged sentences

Property, plant, and equipment, net 5 3,255,047 1,653,468

Investment - The Wheeling Corporation 6 1,112,739 —

Investments 6 19,642 12,529

13 unchanged sentences

Derivative liabilities 10 168,926 —

Warrant liabilities 17 85,362 —

Other liabilities 72,989 67,104

3 unchanged sentences

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

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

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

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)

160,000 and — Series B shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively;

redemption amount of $ 192.0 million and $ — million at September 30, 2025 and December 31, 2024, respectively)

Redeemable preferred stock Series A RailCo - Non-controlling interest ( zero par value per share;

1,000,000 total preferred shares authorized;

1,000,000 and — Series A - RailCo shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively;

redemption amount of $ 1.4 billion and $ — billion at September 30, 2025 and December 31, 2024, respectively)

FTAI INFRASTRUCTURE

COMBINED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

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)

116,294,461 and 113,934,860 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)

Additional paid in capital 674,797 764,381

2 unchanged sentences

Stockholders' equity 181,059 202,651

FTAI INFRASTRUCTURE

COMBINED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

Non-controlling interest in equity of consolidated subsidiaries ( 160,986 ) ( 127,513 )

5 unchanged sentences

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

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

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

Notes 2025 2024 2025 2024

7 unchanged sentences

Total expenses 120,003 90,580 352,310 272,389

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 )

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 6 2,928 ( 14,308 ) 6,247 ( 38,998 )

Gain on sale of assets, net 28 2,758 119,856 2,595

(Loss) gain on modification or extinguishment of debt 8 ( 55,208 ) 747 ( 59,281 ) ( 8,423 )

Interest expense ( 73,312 ) ( 31,513 ) ( 175,628 ) ( 88,796 )

Other income 5,554 6,537 12,299 15,865

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 )

Total other expense ( 120,010 ) ( 35,779 ) ( 96,507 ) ( 117,757 )

Loss before income taxes ( 99,457 ) ( 43,048 ) ( 89,814 ) ( 139,413 )

Provision for (benefit from) income taxes 14 5,081 ( 92 ) ( 35,481 ) 1,980

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

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

Net loss ( 104,538 ) ( 42,956 ) ( 54,333 ) ( 141,393 )

Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders ( 11,497 ) ( 9,963 ) ( 33,998 ) ( 32,053 )

Preferred dividends and accretion on redeemable non-controlling interests 12,487 — 12,487 —

Dividends and accretion of redeemable preferred stock 12,824 16,978 55,622 51,563

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:

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ ( 118,352 ) $ ( 49,971 ) $ ( 88,444 ) $ ( 160,903 )

Net loss attributable to common stockholders 18 $ ( 159,283 ) $ ( 49,971 ) $ ( 134,924 ) $ ( 160,903 )

Loss per share:

Basic $ ( 1.38 ) $ ( 0.45 ) $ ( 1.17 ) $ ( 1.51 )

7 unchanged sentences

(Dollars in thousands)

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

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

2025 2024 2025 2024

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

Net loss $ ( 104,538 ) $ ( 42,956 ) $ ( 54,333 ) $ ( 141,393 )

Other comprehensive (loss) income:

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______________________________________________________________________________________

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

(1) Net of deferred tax benefit of $ 9.2 million and $ 1.6 million for the nine months ended September 30, 2025 and 2024, respectively.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three and Six Months Ended June 30, 2025

Three and Nine Months Ended September 30, 2025

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

10 unchanged sentences

Equity-based compensation 1,447 716 2,163

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

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

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

Net (loss) income ( 105,528 ) 990 ( 104,538 )

Other comprehensive loss ( 39,177 ) ( 39,177 )

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

Total comprehensive (loss) income — — ( 105,528 ) ( 39,177 ) 990 ( 143,715 )

Settlement of equity-based compensation ( 654 ) ( 654 )

Issuance of common shares 12 2,695 2,707

Loss on extinguishment of preferred stock ( 36,646 ) ( 36,646 )

Dividends declared on common stock ( 3,456 ) ( 3,456 )

1 unchanged sentence

Equity-based compensation 1,168 354 1,522

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

Equity - September 30, 2025 $ 1,163 $ 674,797 $ ( 438,640 ) $ ( 56,261 ) $ ( 160,986 ) $ 20,073

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in thousands)

Three and Six Months Ended June 30, 2024

Three and Nine Months Ended September 30, 2024

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

1 unchanged sentence

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

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

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

Other comprehensive income 27,247 27,247

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

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

Issuance of common shares 10 ( 10 ) —

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

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

1 unchanged sentence

Equity-based compensation 3,559 580 4,139

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

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

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

1 unchanged sentence

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

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

Issuance of common shares 121 431 552

Dividends declared on common stock ( 3,404 ) ( 3,404 )

1 unchanged sentence

Equity-based compensation 2,082 547 2,629

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

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

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

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:

Net loss $ ( 54,333 ) $ ( 141,393 )

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

Equity in (earnings) losses of unconsolidated entities ( 6,247 ) 38,998

Gain on sale of subsidiaries ( 119,952 ) —

Loss on sale of assets, net 124 163

Gain on sale of assets, net 96 ( 2,595 )

Loss on modification or extinguishment of debt 59,281 8,423

Gain on sale of easement — ( 3,486 )

Equity-based compensation 3,685 6,768

2 unchanged sentences

Change in deferred income taxes ( 36,068 ) 1,187

Change in fair value of non-hedge derivative 1,268 —

Change in fair value of warrants ( 470 ) —

Amortization of deferred financing costs 11,366 6,370

2 unchanged sentences

Paid-in-kind interest expense 3,325 —

Provision for credit losses 195 514

Provision for credit (recovery) losses ( 344 ) 569

Accounts receivable 2,038 253

6 unchanged sentences

Investment in unconsolidated entities ( 1,121,917 ) ( 2,273 )

Investment in convertible promissory notes — ( 31,500 )

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

2 unchanged sentences

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 2,660 598

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

Proceeds from sale of easement — 3,486

Net cash used in investing activities ( 1,096,879 ) ( 89,638 )

Cash flows from financing activities:

2 unchanged sentences

Payment of financing costs ( 59,878 ) ( 10,397 )

Proceeds from issuance of common stock 2,694 —

Proceeds from issuance of redeemable preferred stock 1,000,000 —

Redeemable preferred stock issuance costs ( 20,597 ) —

Repayment of preferred stock ( 447,121 ) —

Cash dividends - common stock ( 10,342 ) ( 9,707 )

3 unchanged sentences

Net cash provided by financing activities 1,418,754 154,015

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Dollars in thousands)

Net increase in cash and cash equivalents and restricted cash and cash equivalents 206,620 57,154

5 unchanged sentences

Dividends and accretion of redeemable preferred stock ( 30,106 ) ( 41,840 )

Dividends and accretion of redeemable preferred stock - NCI ( 12,487 ) —

Non-cash change in equity method investment ( 633 ) 28,322

Financing fees 1,264 ( 16,158 )

See accompanying notes to consolidated financial statements.

6 unchanged sentences

“FTAI” or “Former Parent”).

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

The Company owns and operates (i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar”), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities (“Repauno”), (iv) a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”), and (vi) an equity method investment in a trust that holds two freight railroads that provide freight transportation to its customers (“Wheeling”).

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”).

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

Liquidity —As 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.

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 $ 1.55 billion 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.

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) refinancing the existing $ 1.25 billion term loan through the issuance of new long-term senior notes and (iii) the consummation of the Wheeling Acquisition.

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.

1 unchanged sentence

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,

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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.

support from other parties.

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

Delaware River Partners LLC

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

The Wheeling Corporation

As further discussed in Note 3, as of September 30, 2025, The Wheeling Corporation is held by a wholly owned subsidiary of the Company and is the sole beneficiary of an independent voting trust that holds 100% of the Corporation’s equity interest.

The trust is governed by a single trustee who is responsible to act in accordance with the Voting Trust Agreement and Wheeling Purchase Agreement (refer to Note 3 for details), as the beneficial owner of the capital stock of The Wheeling Corporation.

As The Wheeling Corporation’s equity is being held in a trust, the Company’s interest in The Wheeling Corporation does not have the attributes of a typical equity holder as the Company has no power to direct The Wheeling Corporation’s activities during the trust period, and therefore the trust is considered to be a variable interest entity that the Company cannot consolidate.

The Company will record its investment in The Wheeling Corporation under the equity method of accounting until it is no longer held in a trust, at which point the Company will consolidate The Wheeling Corporation.

Our maximum exposure to loss in The Wheeling Corporation is limited to the carrying amount of our investment, which, as of September 30, 2025, totaled $ 1,112.7 million .

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:

22 unchanged sentences

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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.

5 unchanged sentences

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

are charged to exploration expense.

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

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

13 unchanged sentences

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.

We capitalized interest of $ 7.4 million and $ 1.9 million during the three months ended September 30, 2025 and 2024, respectively, and $ 19.1 million and $ 4.1 million during the nine months ended September 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.

Our repairs and maintenance expenses were $ 6.0 million and $ 5.4 million during the three months ended September 30, 2025 and 2024, respectively, and $ 19.5 million and $ 15.7 million during the nine months ended September 30, 2025 and 2024, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

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

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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.

Warrant Liabilities — The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification.

This assessment, which requires the use of professional

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Other Current Assets — Other current assets is comprised of:

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

$ 25,247 $ 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.

Other Current Liabilities —Other current liabilities primarily include environmental liabilities of $ 0.3 million and $ 0.5 million, insurance premium liabilities of $ 0.7 million and $ 5.0 million and deferred revenue of $ 9.7 million and $ 8.3 million as of September 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 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 September 30, 2025 and $ 122.7 million, $ 147.2 million, $ 5.4 million, and $ — million, respectively, as of December 31, 2024.

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

FTAI INFRASTRUCTURE INC.

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.

2 unchanged sentences

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.

There were no impairments of goodwill for the three and nine months ended September 30, 2025 and 2024.

Redeemable Preferred Stock — We classify the Series A Preferred Stock ("Redeemable Preferred Stock") and Series A Preferred Stock - RailCo - Non-controlling Interest (“NCI”) as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders.

The Series A Preferred Stock was redeemed during the third quarter of 2025 (see Note 17 for details).

The carrying value of the Series A Preferred Stock - RailCo - NCI is accreted to the redemption value at the earliest redemption date, which has been determined to be August 25, 2032.

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

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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.

Unamortized deferred financing costs of $ 53.2 million and $ 14.8 million as of September 30, 2025 and December 31, 2024, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 6.1 million and $ 1.8 million during the three months ended September 30, 2025 and 2024, respectively, and $ 11.4 million and $ 6.4 million during the nine months ended September 30, 2025 and 2024, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

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

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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.

We record revenue related to interline traffic for transportation service segments provided by carriers along

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

railroads that are not owned or controlled by us on a net basis.

Interline revenues are recognized as the transportation movements occur.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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.

We earned approximately 29 % and 33 %, respectively, of total revenues for the three and nine months ended September 30, 2025 from one customer in the Railroad segment.

Additionally, we earned approximately 10 % of total revenues for both the three and nine months ended September 30, 2025 from one customer in the Jefferson Terminal segment.

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

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

As of September 30, 2025, accounts receivable from four customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 62 % 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.

3 unchanged sentences

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.

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

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

Three and Nine Months Ended September 30, 2025

Derivatives Equity method investee Pension and other postretirement benefit accounts Total

2 unchanged sentences

Other comprehensive loss before reclassification ( 40,174 ) ( 633 ) — ( 40,807 )

Amounts reclassified from accumulated other comprehensive loss

Amounts reclassified from accumulated other comprehensive (loss) income

( 1,725 ) 183,616 ( 1,117 ) 180,774

1 unchanged sentence

( 41,899 ) 182,983 ( 1,117 ) 139,967

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

Accumulated other comprehensive (loss) income - June 30, 2025

$ ( 41,899 ) $ — $ 24,815 $ ( 17,084 )

4 unchanged sentences

( 38,619 ) — ( 558 ) ( 39,177 )

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

Accumulated other comprehensive (loss) income - September 30, 2025 $ ( 80,518 ) $ — $ 24,257 $ ( 56,261 )

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

Three and Nine Months Ended September 30, 2024

Equity method investee Pension and other postretirement benefit accounts Total

1 unchanged sentence

$ ( 180,460 ) $ 1,945 $ ( 178,515 )

Other comprehensive loss before reclassification

Other comprehensive income before reclassification

1,104 26,534 27,638

Amounts reclassified from accumulated other comprehensive loss — ( 391 ) ( 391 )

Net current period other comprehensive (loss) income, net of tax

Net current period other comprehensive income, net of tax

1,104 26,143 27,247

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

Accumulated other comprehensive (loss) income - June 30, 2024

$ ( 179,356 ) $ 28,088 $ ( 151,268 )

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

Other comprehensive income (loss) before reclassification

27,218 ( 1 ) 27,217

Amounts reclassified from accumulated other comprehensive loss — ( 536 ) ( 536 )

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.

Net current period other comprehensive income (loss), net of tax

27,218 ( 537 ) 26,681

Accumulated other comprehensive (loss) income - September 30, 2024 $ ( 152,138 ) $ 27,551 $ ( 124,587 )

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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 derivatives and changes in pension and other postretirement benefit accounts.

The Company’s policy is to release income tax effects from accumulated other comprehensive (loss) income at such time as the earnings or loss of the related activity are recognized in earnings.

Derivative Financial Instruments

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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.

Natural Gas Derivatives —The Company entered into a derivative contract as part of a risk management program to mitigate price risk associated with fluctuations in natural gas prices.

The Company recognized the change in fair value of the derivatives in operating expenses line of our Consolidated Statements of Operations.

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

Cash Flow Hedges

2 unchanged sentences

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.

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 included in Cash flows from operating activities within our Consolidated Statements of Cash Flows.

The realized gain or loss is reclassified into Revenues on the Consolidated Statements 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.

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

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

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

10 unchanged sentences

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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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

ACQUISITION OF SUBSIDIARIES

Acquisition of Long Ridge Energy & Power LLC

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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

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.

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

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

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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.

In accordance with accounting for a step acquisition, the Company recognized a gain of $ 120.0 million, which is included in 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 connection with the acquisition, we recorded $ 2.2 million of acquisition and transaction expense during the nine months ended September 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.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

21 unchanged sentences

Total $ 1,000

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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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.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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.

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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,

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

2025 2024 2025 2024

Total revenue $ 159,939 $ 115,783 $ 431,745 $ 340,880

Net (loss) income attributable to stockholders

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock

( 117,008 ) ( 51,966 ) ( 236,135 ) ( 35,163 )

Acquisition of The Wheeling Corporation

On August 25, 2025 (the “Closing Date”), FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, closed the previously announced transactions contemplated by the stock purchase agreement, dated as of August 6, 2025 (the “Wheeling Purchase Agreement”), between RR Holdings (as successor-in-interest to Percy Acquisition LLC (“Percy”)) and WLE Management Partners, L.P.

(“Seller”), pursuant to which RR Holdings purchased 100 % of the issued and outstanding capital stock of The Wheeling Corporation (“Wheeling”) from Seller (the “Wheeling Acquisition”).

Prior to the closing of the Wheeling Acquisition, Percy assigned its rights and obligations under the Wheeling Purchase Agreement to RR Holdings, a wholly-owned subsidiary of Percy.

The aggregate cash consideration paid in exchange for all of the issued and outstanding capital stock of Wheeling at closing was approximately $ 1.05 billion, subject to customary adjustments.

A portion of the cash consideration was placed into escrow to secure any post-closing purchase price adjustment payment obligations under the Wheeling Purchase Agreement.

Additional consideration paid for the Wheeling Acquisition included $ 49.8 million to paydown finance leases that Wheeling previously held, as well as $ 10.4 million for transaction costs related to the acquisition, which are included in Investment - The Wheeling Corporation in the Consolidated Balance Sheets.

Additionally, on the Closing Date, Percy contributed 100 % of Transtar into RR Holdings.

RR Holdings’ assets and credit are not available to satisfy the debts and other obligations of the Company or any other person or entity, except with respect to its subsidiaries.

In addition, on the Closing Date, RR Holdings entered into a voting trust agreement (the “Voting Trust Agreement”) with John Giles (the “Voting Trust Trustee”).

All of the capital stock of Wheeling was transferred into a voting trust (the “Voting Trust”) governed by the Voting Trust Agreement pursuant to the rules established by the U.S.

Surface Transportation Board (the “STB”).

The capital stock of Wheeling held in the Voting Trust will be released to RR Holdings upon approval of the Wheeling Acquisition by the STB.

The Voting Trust is irrevocable and will terminate (i) upon STB approval of RR Holdings’ control authority over Wheeling & Lake Erie Railway Company (“WLE”) and Akron Barberton Cluster Railway Company (“AB”), both wholly-owned subsidiaries of Wheeling, or (ii) automatically on December 31, 2027, unless extended pursuant to the terms of the Voting Trust Agreement.

If the STB denies RR Holdings’ control authority over WLE and AB, then RR Holdings will have two years, subject to certain extensions, following such denial to sell the capital stock of Wheeling.

On the Closing Date, in connection with the Wheeling Acquisition, RR Holdings issued (i) 1,000,000 newly-created Series A Preferred Units (“Series A Preferred Stock - RailCo”) (see Note 17) and (ii) 172,500 Series A Warrants (“Series A Warrants - RailCo”) (see Note 17) representing the right to purchase, on the terms and subject to the conditions set forth in the Wheeling Purchase Agreement, 172,500 common units of RR Holdings at an initial exercise price of $ 857.748 per unit, for an aggregate purchase price of $ 1.0 billion.

On the Closing Date, in connection with the Wheeling Acquisition, the Company entered into a credit agreement for a 364-day, $ 1.25 billion secured bridge loan facility (the “Bridge Loan”) (see Note 8).

The Bridge Loan will mature on August 24, 2026.

The Company recorded its investment in Wheeling under the equity method of accounting pending approval from the STB of the Company's application for control of Wheeling.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

LEASING EQUIPMENT, NET

Leasing equipment, net is summarized as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Leasing equipment $ 49,868 $ 49,262

2 unchanged sentences

Depreciation expense for leasing equipment is summarized as follows:

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

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

2025 2024 2025 2024

Depreciation expense for leasing equipment $ 392 $ 364 $ 1,214 $ 1,040

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Sales-Type Leases

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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.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in Gain on sale of assets, net 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 September 30, 2025 and 2024, and $ 0.6 million and $ 0.6 million of interest income, respectively, during the nine months ended September 30, 2025 and 2024, which is included in Revenues in the Consolidated Statements of Operations.

PROPERTY, PLANT AND EQUIPMENT, NET

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Land, site improvements and rights $ 351,850 $ 181,874

15 unchanged sentences

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

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

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

2025 2024 2025 2024

5 unchanged sentences

Carrying Value

Investment Ownership Percentage June 30, 2025 December 31, 2024

Investment Ownership Percentage September 30, 2025 December 31, 2024

Intermodal Finance I, Ltd.

5 unchanged sentences

Clean Planet Energy USA LLC Equity method 50.0 % 19,642 12,413

The Wheeling Corporation Equity method 100.0 % 1,112,739 —

$ 1,132,381 $ 12,529

1 unchanged sentence

(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.

As of September 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,

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

2025 2024 2025 2024

5 unchanged sentences

Clean Planet Energy USA LLC ( 85 ) ( 306 ) ( 294 ) ( 1,014 )

The Wheeling Corporation 3,013 — 3,013 —

Total $ 2,928 $ ( 14,308 ) $ 6,247 $ ( 38,998 )

8 unchanged sentences

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

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

The related gain was recorded in Other income in the Consolidated Statements of Operations during the three and nine months ended September 30, 2025.

Long Ridge Energy & Power LLC

7 unchanged sentences

(“GCM”), owner of 49.9 % of the limited liability company interests of Long Ridge Energy & Power LLC, to acquire GCM’s 49.9 % interest (see Note 3 for additional details).

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

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

GM-FTAI Holdco LLC

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

10 unchanged sentences

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.

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

Clean Planet Energy USA LLC

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

The Wheeling Corporation

On August 25, 2025, the Company acquired Wheeling and deposited 100 % of the outstanding Wheeling capital stock into a voting trust (see Note 3 for further details).

The Company recorded its investment in Wheeling under the equity method of accounting pending approval from the STB of the Company's application for control of Wheeling.

We account for our investment in Wheeling as an equity method investment.

The 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.

As of September 30, 2025, we have recorded the carrying value of the investment in Investment - The Wheeling Corporation in the Consolidated Balance Sheets, which reflects the total of the consideration paid to acquire Wheeling, and the subsequent recognition of equity income, net of tax recorded in Equity in earnings (losses) of unconsolidated entities in the Consolidated Statements of Operations.

As part of the transaction we bought out a finance lease due to a change in control provision at Wheeling.

This was treated as a shareholder loan to Wheeling, but as we own 100% of Wheeling through the voting trust this is in substance an equity contribution into Wheeling and recorded in Investment in Wheeling as of September 30, 2025.

Upon final approval by the STB, the Company would obtain control of Wheeling and would account for its acquisition of Wheeling as a business combination using the acquisition method of accounting.

As a result, the Company would be required to

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

remeasure the carrying value of its equity method investment in Wheeling to fair value, and any resulting change in the value of the investment in Wheeling would be recognized as a gain or loss in the Company’s Consolidated Statements of Income.

The tables below present summarized financial information for Wheeling:

August 25, 2025 to September 30, 2025

Revenue $ 18,774

Operating expenses 10,490

Depreciation and amortization 1,852

Total expenses 12,342

Total other income 124

Net income before tax 6,556

Provision for income taxes 1,371

Net income $ 5,185

Equity Investments

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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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

INTANGIBLE ASSETS, NET

Intangible assets, net are summarized as follows:

June 30, 2025

Jefferson Terminal Power and Gas Railroad Total

September 30, 2025

Power and Gas Railroad Total

Customer relationships $ 1,000 $ 60,000 $ 61,000

9 unchanged sentences

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

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

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

2025 2024 2025 2024

Amortization of customer relationships $ 1,025 $ 1,600 $ 3,031 $ 5,371

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

Remainder of 2025

6 unchanged sentences

Outstanding Borrowings

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

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

Loans payable

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8.50 % 11/30/26 103,325 —

Bridge Loan Credit Agreement

(i) Base Rate + 3.00 %;

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

8/24/26 1,250,000 —

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

55 unchanged sentences

(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.

(2) Includes an unamortized discount of $ 14,529 and $ 33,557 at September 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the weighted average interest rates on our short-term borrowings were 8.56 % and 8.61 %, respectively.

EB-5 and EB-5.2 Loan Agreement Extensions

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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.

As of September 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”).

16 unchanged sentences

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 %.

On September 5, 2025, we paid down $ 4.3 million of the loan.

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.

4 unchanged sentences

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.

The LOC was not drawn upon as of September 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

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

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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.

Agreement in full.

We recognized a loss on modification of debt of (i) $ 0.7 million from the repayment of the October 2024 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.

Bridge Loan Credit Agreement

On August 25, 2025, in connection with the Wheeling Acquisition, the Company entered into a credit agreement (the “Bridge Loan Credit Agreement”), which provides for a 364-day, $ 1.25 billion secured bridge loan facility (the “Bridge Loan”).

The Bridge Loan will mature on August 24, 2026 and accrue interest at the Adjusted SOFR, plus a margin of 4.00 % per annum.

The Company provided a first-priority security interest in substantially all of its assets, subject to customary exceptions and exclusions, to the Bridge Loan’s administrative agent.

We incurred $ 36.0 million of issuance costs related to the Bridge Loan Credit Agreement.

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

Redemption of Senior Notes due 2027

On August 26, 2025, the Company redeemed all outstanding $ 600.0 million aggregate principal amount of its 10.500 % Senior Secured Notes due 2027 at a redemption price equal to 105.250 % of the principal amount thereof, plus accrued and unpaid interest using a portion of the net proceeds from the Bridge Loan.

We recognized a loss on extinguishment of debt of $ 55.2 million for the redemption of Senior Notes due 2027.

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

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

FAIR VALUE MEASUREMENTS

11 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

The following tables set forth our financial assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, by level within the fair value hierarchy.

The following tables set forth our financial assets measured at fair value on a recurring basis as of September 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

September 30, 2025 September 30, 2025

Total Level 1 Level 2 Level 3 Valuation Technique

4 unchanged sentences

Derivative liabilities $ ( 198,605 ) $ — $ ( 198,605 ) $ — Income

Warrant liabilities ( 85,362 ) — — ( 85,362 ) Income

Total liabilities $ ( 283,967 ) $ — $ ( 198,605 ) $ ( 85,362 )

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

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

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(Dollars in tables in thousands, unless otherwise noted)

The Company issued warrants in connection with the Wheeling Acquisition, in which the fair value of the warrant liabilities was estimated using a Black-Scholes valuation model, which is considered to be a Level 3 fair value measurement.

These liabilities are presented within Warrant liabilities on the Consolidated Balance Sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value of $ 0.5 million for the three and nine months ended presented within Other income in the Consolidated Statements of Operations.

The following table presents the key inputs applied in the valuation of the warrant liabilities as of September 30, 2025:

August 25, 2025 September 30, 2025

Number of units 172,500 172,500

Fair value at grant date ($ millions) $ 85.8 $ 85.4

Strike price $ 857.75 $ 860.07

Expected volatility 35.00 % 35.00 %

Risk free interest rate 3.7 % 3.6 %

Expected dividend yield — % — %

Expected term 3.1 years 3.0 years

Warrant fair value (per share) $ 497.58 $ 494.85

Level 3 Reconciliation

The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying Consolidated Balance Sheet using significant unobservable (Level 3) inputs:

Beginning balance, December 31, 2024 $ —

Purchases and issuances ( 85,832 )

Unrealized gains 470

Ending balance, September 30, 2025 $ ( 85,362 )

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

September 30, 2025 December 31, 2024

Series 2020A Bonds (1)

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

DERIVATIVE FINANCIAL INSTRUMENTS

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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.

As of September 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

The Company recognizes the unrealized and realized gain or loss in Interest expense on our Consolidated Statements of Operations and recognizes the unrealized gain or loss in Change in fair value of non-hedge derivative in our Consolidated Statements of Cash Flows.

Long Ridge entered into natural gas price swaps to manage our exposure to natural gas prices at Long Ridge West Virginia.

These derivatives are not designated as hedging instruments.

The Company recognizes the unrealized and realized gain or loss in Revenue on our Consolidated Statements of Operations and recognizes the unrealized gain or loss in Change in fair value of non-hedge derivative in our Consolidated Statements of Cash Flows.

Refer to Note 2 for our accounting policies related to derivative financial instruments, and refer to Note 9 for our fair value measurement of derivative financial instruments.

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

September 30, 2025

Notional Amount Fair Value of Assets Fair Value of Liabilities Term

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Non-Hedge Derivative Instruments:

Natural Gas Forward Prices (MMBtu) 2,425 — ( 682 ) 0.5 Years

Interest Rate Swaps ($) 200,000 — ( 586 ) 3 Years

Total $ — $ ( 198,605 )

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

Three Months Ended September 30, 2025

Electricity Swaps Interest Rate Swaps Natural Gas Forward Total

Beginning balance $ ( 167,956 ) $ ( 827 ) $ — $ ( 168,783 )

Net unrealized gains (losses) recognized in earnings (1)

— 241 ( 682 ) ( 441 )

Unrealized losses recognized in other comprehensive loss ( 29,381 ) — — ( 29,381 )

Ending balance $ ( 197,337 ) $ ( 586 ) $ ( 682 ) $ ( 198,605 )

Nine Months Ended September 30, 2025

Electricity Swaps Interest Rate Swaps Natural Gas Forward Total

Beginning balance $ — $ — $ — $ —

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

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

Natural gas forwards are recognized in Revenues in the Consolidated Statements of Operations.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Ports and Terminals

8 unchanged sentences

Total revenues $ 42,913 $ 21,131 $ 2,954 $ 58,634 $ 14,924 $ 140,556

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Ports and Terminals

8 unchanged sentences

Total revenues $ 127,684 $ 62,208 $ 9,757 $ 117,724 $ 41,630 $ 359,003

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

5 unchanged sentences

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ports and Terminals

5 unchanged sentences

Total revenues $ 136,731 $ 59,472 $ 11,892 $ 42,638 $ 250,733

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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

As of September 30, 2025 and December 31, 2024, we recorded capitalized contract cost of $ 19.8 million and $ 23.5 million, of which $ 4.9 million and $ 4.9 million is included in Other current assets and $ 14.9 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.

We recorded $ 1.2 million of amortization during both the three months ended September 30, 2025 and 2024, and $ 3.7 million and $ 3.2 million of amortization, respectively, during the nine months ended September 30, 2025 and 2024, which is included in Operating expenses in the Consolidated Statements of Operations.

During the three and nine months ended September 30, 2025, the Company recognized revenue of $ 0.7 million and $ 1.8 million, respectively, that was included in the deferred revenue balance at the beginning of the year.

EQUITY-BASED COMPENSATION

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

As of June 30, 2025, the Incentive Plan provides for the issuance of up to 30.0 million shares.

As of September 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.

During the nine months ended September 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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

During the nine months ended September 30, 2025, certain directors and officers exercised 1,907,174 options at a weighted average exercise price of $ 2.49 and received a net 1,537,206 shares of common stock.

Subsidiary Stock-Based Compensation

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

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

Expense Recognized During the Three Months Ended September 30,

Expense Recognized During the Nine Months Ended September 30,

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

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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.

During the quarter ended September 30, 2025, we issued additional RSUs of our common stock that had a grant date fair value of $ 0.4 million.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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,

Expense Recognized During the Three Months Ended September 30,

Expense Recognized During the Nine Months Ended September 30,

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

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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

Three Months Ended June 30,

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

Three Months Ended September 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

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Total $ 513 $ ( 397 ) $ 571 $ ( 379 )

Six Months Ended June 30,

Nine Months Ended September 30,

Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits

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Total $ 1,539 $ ( 1,191 ) $ 1,518 $ 417

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

The total employer contributions for the nine months ended September 30, 2025 and 2024 were $ 2.8 million and $ 1.5 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2025 is $ — million .

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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,

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

2025 2024 2025 2024

State and local $ ( 149 ) $ 214 $ 587 $ 793

Total current provision

Total current (benefit) provision

( 149 ) 214 587 793

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

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

FTAI INFRASTRUCTURE INC.

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.

The tax benefit for the nine months ended September 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 Statements of Operations resulting from the acquisition of Long Ridge Energy & Power LLC in February 2025.

As of and for the nine months ended September 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.

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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.

We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of September 30, 2025.

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

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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.

The management fee is determined by taking the average value of total equity (including preferred stock and excluding non-controlling common 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.

For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock 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.

1 unchanged sentence

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);

(1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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;

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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

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

2025 2024 2025 2024

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The following table summarizes our reimbursements to the Manager:

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

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

2025 2024 2025 2024

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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).

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accrued management fees $ 10,004 $ 5,541

Other payables 7,182 4,047

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

As of September 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.

As of September 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 September 30, 2025 and December 31, 2024 was $( 152.3 ) 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,

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

2025 2024 2025 2024

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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.

For the nine months ended September 30, 2025 and 2024, the Company incurred approximately $ 0.4 million an d $ 0.4 million of rent and office related expenses, respectively.

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

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Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition.

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

The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, as well as an equity method investment in Wheeling, which has two freight railroads that provide freight transportation to its customers.

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

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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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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

Adjusted EBITDA is defined as net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, 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, before series B preferred stock dividend and loss on extinguishment of preferred stock, 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, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S.

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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.

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

For the Three Months Ended June 30, 2025

Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Three Months Ended September 30, 2025

Ports and Terminals

6 unchanged sentences

Depreciation and amortization 5,151 11,358 2,489 15,568 — 247 34,813

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

Total expenses 27,254 27,758 9,211 30,841 — 24,939 120,003

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)

Equity in earnings (losses) of unconsolidated entities 3,013 — — — ( 85 ) — 2,928

Gain on sale of assets, net 28 — — — — — 28

Gain (loss) on modification or extinguishment of debt — 13 — ( 47 ) — ( 55,174 ) ( 55,208 )

Interest expense ( 80 ) ( 17,064 ) ( 3,012 ) ( 27,956 ) — ( 25,200 ) ( 73,312 )

Other income 881 499 2,761 776 564 73 5,554

Total other income (expense) 3,842 ( 16,552 ) ( 251 ) ( 27,227 ) 479 ( 80,301 ) ( 120,010 )

2 unchanged sentences

Net income (loss) 15,461 ( 23,140 ) ( 6,527 ) 566 479 ( 91,377 ) ( 104,538 )

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

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries - common stockholders 25 ( 11,162 ) ( 360 ) — — — ( 11,497 )

Preferred dividends and accretion on redeemable non-controlling interests 12,487 — — — — — 12,487

Dividends and accretion of redeemable preferred stock — — — — — 12,824 12,824

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

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 2,949 $ ( 11,978 ) $ ( 6,167 ) $ 566 $ 479 $ ( 104,201 ) $ ( 118,352 )

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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

The following table sets forth a reconciliation of Adjusted EBITDA to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock:

Three Months Ended September 30, 2025

Ports and Terminals

2 unchanged sentences

Non-controlling share of Adjusted EBITDA 141 6,933 409 — — — 7,483

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

Equity in earnings (losses) of unconsolidated entities 3,013 — — — ( 85 ) — 2,928

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

6 unchanged sentences

Changes in fair value of non-hedge derivative instruments 470 — — ( 681 ) — — ( 211 )

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

Gains (losses) on the modification or extinguishment of debt and capital lease obligations — 13 — ( 47 ) — ( 55,174 ) ( 55,208 )

Acquisition and transaction expenses 459 — ( 998 ) ( 162 ) — ( 2,520 ) ( 3,221 )

2 unchanged sentences

Other non-recurring items ( 7 ) — — — — ( 955 ) ( 962 )

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

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2025

Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2025

Ports and Terminals

13 unchanged sentences

Interest expense ( 331 ) ( 49,688 ) ( 4,530 ) ( 61,760 ) — ( 59,319 ) ( 175,628 )

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

Other income 1,668 2,507 2,864 3,361 1,829 70 12,299

Total other income (expense) 4,254 ( 47,917 ) ( 4,990 ) 72,094 ( 5,575 ) ( 114,373 ) ( 96,507 )

2 unchanged sentences

Net income (loss) 36,653 ( 71,897 ) ( 23,901 ) 155,523 ( 5,577 ) ( 145,134 ) ( 54,333 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 133 ( 21,663 ) ( 971 ) — — — ( 22,501 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries - common stockholders 158 ( 32,825 ) ( 1,331 ) — — — ( 33,998 )

Preferred dividends and accretion on redeemable non-controlling interests 12,487 — — — — — 12,487

Dividends and accretion of redeemable preferred stock — — — — — 55,622 55,622

Net income (loss) attributable to stockholders $ 21,059 $ ( 27,094 ) $ ( 16,403 ) $ 154,957 $ ( 6,056 ) $ ( 96,555 ) $ 29,908

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 24,008 $ ( 39,072 ) $ ( 22,570 ) $ 155,523 $ ( 5,577 ) $ ( 200,756 ) $ ( 88,444 )

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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

Nine Months Ended September 30, 2025

Ports and Terminals

16 unchanged sentences

Other non-recurring items ( 305 ) — ( 1,035 ) — — ( 955 ) ( 2,295 )

Net income (loss) attributable to stockholders $ 21,059 $ ( 27,094 ) $ ( 16,403 ) $ 154,957 $ ( 6,056 ) $ ( 96,555 ) $ 29,908

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

9 unchanged sentences

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

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

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

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

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

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

11 unchanged sentences

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

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Ports and Terminals

11 unchanged sentences

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

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

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

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

6 unchanged sentences

(Dollars in tables in thousands, unless otherwise noted)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ports and Terminals

24 unchanged sentences

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Ports and Terminals

23 unchanged sentences

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

June 30, 2025

September 30, 2025

Ports and Terminals

36 unchanged sentences

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:

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 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.

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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

In connection with the Wheeling Acquisition and Bridge Financing on August 25, 2025 (the “Preferred Redemption Date”), the Company redeemed all of its outstanding 300,000 shares of Series A Preferred Stock at a redemption price equal to approximately $ 1,490 per share, for an aggregate payment of approximately $ 447.1 million in cash using a portion of the net proceeds from the Bridge Loan (see Note 8).

Following the redemption, all designations, rights, preferences, powers, qualifications, restrictions and imitations of the Series A Preferred Stock terminated and no shares of Series A Preferred Stock remain outstanding.

We recognized a loss on extinguishment of $ 36.6 million for the redemption of Series A Preferred Stock that was recognized as a return of capital through Additional paid in capital on the Consolidated Balance Sheets.

Series B Preferred Stock - Redeemable Convertible Preferred Stock

13 unchanged sentences

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.

As of September 30, 2025, the Company has $ 9.8 million of dividends increasing the Liquidation Preference on the Series B Preferred Stock.

Dividends are not recorded as redemption is not currently expected.

3 unchanged sentences

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.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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 .

1 unchanged sentence

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.

If the Series B Preferred Stock were redeemed at the option of the Company as of September 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 September 30, 2025, it would be redeemable for $ 173.2 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

Should the cumulative number of shares of common stock delivered upon conversion of the Series B Preferred Stock and exercise of Optional Redemption Warrants since the Issue Date exceed 22,237,370 shares, or approximately 19.5 % of the 113,936,865 shares of common stock outstanding as of February 10, 2025, (the “Share Cap”), all further conversion and exercise consideration will be payable in cash in lieu of shares, calculated based on the volume-weighted average price per share of common stock on the trading day immediately preceding the conversion or exercise date, unless the Company obtains 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 September 30, 2025, they would be converted to 20,755,460 shares of common stock.

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

Series A Preferred Stock - RailCo - Redeemable Preferred Stock - Non-Controlling Interest

On August 25, 2025, RR Holdings issued and sold (i) 1,000,000 shares of Series A Preferred Stock - RailCo and (ii) the Series A Warrants - RailCo representing the right to purchase, on the terms and subject to the conditions set forth therein, 172,500 common units of RR Holdings at an exercise price of $ 857.748 per unit (as adjusted in accordance with the terms thereof), for an aggregate purchase price of $ 1,000,000,000 .

The fair value of the Series A Preferred Stock - RailCo at issuance were determined to be $ 914.2 million .

The Company incurred $ 20.6 million of issuance costs related to the Series A Preferred Stock - RailCo.

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

Upon an event of noncompliance, which include, but are not limited to, RR Holdings’s (i) failure to redeem the Series A Preferred Stock – RailCo, Series A Warrants - RailCo or the common units that have been issued upon exercise of the Warrants (the “Series A Warrant Units – RailCo”)) upon a Mandatory Redemption Event (as defined below), (ii) failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the fifth anniversary of the issuance date, (iii) failure to offer to repurchase the Series A Preferred Stock – RailCo, Series A Warrants - RailCo or Series A Warrant Units – RailCo upon an asset sale, (iv) failure to redeem all of the Series A Preferred Stock - RailCo prior to August 25, 2034 and (v) failure to comply with certain of the covenants set forth in the Limited Liability Company Agreement of RR Holdings (the “LLC Agreement”), (a) the size of the board of managers of RR Holdings will automatically increase by a number sufficient to constitute a majority of the Board, (b) the holders of a majority of the Series A Preferred Stock - RailCo will have the right to designate and elect a majority of the members of the Board, and (c) other than with respect to the election of managers, the Series A Preferred Stock - RailCo will vote with the common units of RR Holdings as a single class (with the number of votes per unit determined in accordance with the LLC Agreement).

Upon the exercise of all Series A Warrants – RailCo, holders of a majority of the Series A Warrants – RailCo have the right to designate one manager to the board of RR Holdings, provided that Ares continues to own at least 5% of the outstanding common units of RR Holdings,

Liquidation Preference

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

Upon a liquidation, dissolution or winding up of the affairs of RR Holdings, each share of Series A Preferred Stock - RailCo will be entitled to receive an amount per share equal to the sum of (i) the stated value of such Series A Preferred Stock - RailCo as of liquidation date (“Stated Value” means, per Series A Preferred Stock - RailCo unit, the sum of (a) $ 1,000 , plus (b) $ 50 for the Series A Preferred Stock - RailCo

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(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.

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.

Preferred Fee, plus (c) the aggregate compounded distributions), plus (ii) any declared but unpaid distributions on such Series A Preferred Stock - RailCo (to the extent not part of the stated value), plus (iii) the amount of accumulated and unpaid distributions on such Series A Preferred Stock - RailCo from the last distribution payment date to, but not including the liquidation date.

Dividends on the Series A Preferred Stock - RailCo are payable at a rate equal to 10.0 % per annum for the first three years following issuance.

The rate will be increased to 12.0 % per annum following the third anniversary of the issuance date, and then increased to 14.0 % following the sixth anniversary of the issuance date and thereafter.

The dividend rate on the Series A - RailCo will be (i) increased by 2.0 % per annum for any periods after the fifth anniversary following the issuance date where the dividends are not paid in cash and (ii) increased by 2.0 % per annum upon an Event of Noncompliance (as defined in the LLC Agreement and described above).

Prior to the fifth anniversary of the issuance date, such dividends will automatically accrue and accumulate on the Series A Preferred Stock - RailCo, whether or not declared and paid, or they may be paid in cash at the discretion of RR Holdings.

Following the fifth anniversary of the issuance date, RR Holdings is required to pay such dividends in cash.

Until the fifth anniversary of the issuance date, RR Holdings may make cash dividends on its common units, including distributions that would provide the Company cash to pay its interest payments on its debt, on the terms and limitations set forth in the LLC Agreement.

As of September 30, 2025, the Company has $ 10.5 million of PIK dividends increasing our Series A Preferred Stock - RailCo balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 10.4 million for the three and nine months ended September 30, 2025.

The Company has presented the Series A Preferred Stock - RailCo in temporary equity and is accreting the discount and issuance costs using the interest method to the earliest redemption date of August 25, 2032.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 2.1 million for the three and nine months ended September 30, 2025.

Mandatory Redemption :

The Series A Preferred Stock - RailCo is mandatorily redeemable upon the occurrence of any (i) sale of the Company, (ii) drag-along sale, (iii) STB failure, (iv) any initial public offering, (v) any special purpose company acquisition, (vi) any direct listing, (vii) any bankruptcy event or (viii) any change in control event (each a “Mandatory Redemption Event”).

Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, RR Holdings will be required to redeem all Series A Preferred Stock - RailCo, Series A Warrants - RailCo and Series A Warrant Units - RailCo in cash at a redemption price determined in accordance with the LLC agreement.

From and after the seventh anniversary of the issuance date, to the extent not prohibited by law, holders of a majority of the Series A Preferred Stock – RailCo may request that RR Holdings redeem all (but not less than all) of the Series A Preferred Stock – RailCo units in cash at a redemption price determined in accordance with the LLC Agreement.

To the extent the holders of the Series A Preferred Stock - RailCo exercise their rights in accordance with the preceding sentence, RR Holdings will be required to repurchase the corresponding Series A Warrants - RailCo and Series A Warrant Units – RailCo in cash at a repurchase price determined in accordance with the LLC Agreement.

In the event RR Holdings fails to redeem all of the Series A Preferred Stock - RailCo within 120 days after receiving the redemption demand, the holders of the Series A Preferred Stock - RailCo may force RR Holdings to effect a sale of the company or another transaction constituting a change of control that results in the full redemption of the Series A Preferred Stock - RailCo.

Optional Redemption:

The Series A Preferred Stock - RailCo is redeemable at the option of RR Holdings, at any time and from time to time, at the greater of the (i) Series A Preferred Liquidation Value (as defined in the LLC Agreement), and (ii) the Base Series A Preferred Return Amount (as defined in the LLC Agreement) at the date of redemption.

The Base Series A Preferred Return Amount is, subject to certain exceptions, an amount that returns to the holders 1.5x their investment.

At the time that the Series A Preferred Stock - RailCo are redeemed, the Company will also be required to repurchase the Series A Warrants - RailCo and Series A Warrant Units - RailCo.

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

Series A Warrants - RailCo

On August 25, 2025, the Company issued Series A Warrants - RailCo to the holders of the Series A Preferred Stock - RailCo (see Note 18).

The fair value of the Series A Warrants - RailCo at issuance were determined to be $ 85.8 million .

The Company incurred $ 1.9 million of issuance costs related to the Series A Warrants - RailCo.

The Series A Warrants - RailCo has the following rights, preferences and restrictions:

The holders of the Series A Warrants - RailCo do not otherwise have any voting rights.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The Series A Warrants - RailCo are exercisable at the earlier of (i) August 25, 2030 and (ii) the date on which all obligations related to the indebtedness incurred to repay the Bridge Loan have been repaid in full, until, in either case, August 27, 2035.

Following the sixth anniversary of the issuance date, holders are entitled to require RR Holdings to exchange any or all of its Series A Warrants - RailCo for either (i) cash equal to the fair market value of the warrants on the last business day prior to the exchange or (ii) the number of shares of common stock of the Company with an aggregate current market price on the last trading day prior to the exchange equal to the fair market value of the Series A Warrants - RailCo on such date.

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

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.

Basic (loss) earnings per share of common stock is calculated by dividing net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock by the weighted average number of common stock outstanding.

Diluted (loss) earnings per share is calculated by dividing net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock 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,

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

Three Months Ended September 30,

Nine Months Ended September 30,

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

Net (loss) income

$ ( 104,538 ) $ ( 42,956 ) $ ( 54,333 ) $ ( 141,393 )

Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,497 ) ( 9,963 ) ( 33,998 ) ( 32,053 )

Preferred dividends and accretion on redeemable non-controlling interests 12,487 — 12,487 —

Dividends and accretion of redeemable preferred stock 12,824 16,978 55,622 51,563

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

Net (loss) income attributable to stockholders

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock

( 118,352 ) ( 49,971 ) ( 88,444 ) ( 160,903 )

1 unchanged sentence

4,231 — 9,780 —

Net (loss) income attributable to common stockholders

Adjustments attributable to dilutive securities

Loss on extinguishment of preferred stock

36,646 — 36,646 —

Net loss attributable to common stockholders

$ ( 159,283 ) $ ( 49,971 ) $ ( 134,924 ) $ ( 160,903 )

Weighted Average Common Stock Outstanding - Basic (1)

2 unchanged sentences

115,555,973 109,723,831 114,851,106 106,317,677

(Loss) earnings per share:

Loss per share:

Basic $ ( 1.38 ) $ ( 0.45 ) $ ( 1.17 ) $ ( 1.51 )

1 unchanged sentence

________________________________________________________

(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.

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

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

For the three months ended September 30, 2025 and 2024, 20,258,933 and 1,578,404 shares of common stock, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

For the nine months ended September 30, 2025 and 2024, 15,857,542 and 1,399,408 shares of common stock, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

For the three months ended September 30, 2025 and 2024, — and — of warrants, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

For the nine months ended September 30, 2025 and 2024, — and — of warrants, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

FTAI INFRASTRUCTURE INC.

2 unchanged sentences

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:

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

Number of Warrants Weighted Average Exercise Price

3 unchanged sentences

Exercised — —

Outstanding as of June 30, 2025 (1)

Outstanding as of September 30, 2025 (1)

3,892,566 $ 9.76

Warrants exercisable as of June 30, 2025 (1)

Warrants exercisable as of September 30, 2025 (1)

3,892,566 $ 9.76

________________________________________________________

(1) Weighted average exercise price as of June 30, 2025 includes adjustments for quarterly dividend payments.

(1) Weighted average exercise price as of September 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.

3 unchanged sentences

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 .

On August 25, 2025, in connection with the Wheeling Acquisition, RR Holdings issued 172,500 Series A Warrants - RailCo to entities affiliated with Ares for the right to purchase 172,500 common units of RR Holdings at an initial exercise price of $ 857.748 per unit, as adjusted from time to time as provided by Wheeling Purchase Agreement.

The Series A Warrants - RailCo can be exercised at the earlier of (i) August 25, 2030 and (ii) the date on which all obligations related to the indebtedness incurred to repay the Bridge Loan have been repaid in full, until, in either case, August 27, 2035.

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

The weighted average remaining contractual term of the outstanding warrants as of September 30, 2025 is 4.8 years.

The aggregate intrinsic value of the warrants as of September 30, 2025 is $ — million .

COMMITMENTS AND CONTINGENCIES

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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.

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.

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.

On October 29, 2025, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended September 30, 2025, payable on November 28, 2025 to the holders of record on November 14, 2025.

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

What changed 10-Q

Item 1. Financial Statements