What changed in this filing

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Item 1A. Risk Factors

2025-10-31 compared with 2025-08-15 · 74 added, 73 removed, 625 unchanged (19% of the section changed)

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Volatility in oil and gas markets can put significant upward or downward pressure on prices for these commodities, and may affect demand for assets used in production, refining and transportation of oil and gas.

Additionally, the worldwide military or political environment, including the Russia-Ukraine conflict and the conflicts in the Middle East and any related political or economic responses, global macroeconomic effects of

trade disputes and increased tariffs, such as those imposed, or that may be imposed, by the U.S.

Additionally, the worldwide military or political environment, including the Russia-Ukraine conflict and the conflicts in the Middle East and any related political or economic responses, the U.S.

federal government

shutdown, global macroeconomic effects of trade disputes and increased tariffs, such as those imposed, or that may be imposed, by the U.S.

and other countries, may put further upward or downward pressure on prices for such commodities.

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The overall impact of any such decision would depend on which Class I carrier is involved, the routes and freight movements affected, as well as the nature of any changes.

Transtar faces competition from other railroads and other transportation providers.

Transtar faces competition from other railroads, motor carriers, ships, barges, and pipelines.

The Railroad segment faces competition from other railroads and other transportation providers.

The Railroad segment faces competition from other railroads, motor carriers, ships, barges, and pipelines.

We operate in some corridors served by other railroads and motor carriers.

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In addition, if our acquisitions in other sectors produce insufficient revenues, or produce investment losses, or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected, and our reputation and business may be harmed.

Restrictive covenants in our debt agreements and the certificates of designations for our Series A Redeemable Preferred Stock and our Series B Preferred Stock may adversely affect us.

The instruments governing our outstanding debt contain, and the certificates of designations for our Series A Redeemable Preferred Stock and our Series B Preferred Stock (see Note 17 — Series B Preferred Stock - Redeemable Convertible Preferred Stock) and the indenture governing the 2027 Notes contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.

Restrictive covenants in our debt agreements and the certificate of designations for our Series B Preferred Stock may adversely affect us.

The instruments governing our outstanding debt contain, and the certificates of designations for our Series B Preferred Stock (see Note 17 — Series B Preferred Stock - Redeemable Convertible Preferred Stock) contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.

For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to:

• incur indebtedness;

• issue equity interests of the Company ranking pari passu with, or senior in priority to, the Series A Redeemable Preferred Stock or the Series B Preferred Stock;

• issue equity interests of the Company ranking pari passu with, or senior in priority to, the Series B Preferred Stock;

• issue equity interests of any subsidiary of the Company;

• amend or repeal the certificate of incorporation or bylaws in a manner that is adverse to the holders of the Series A Redeemable Preferred Stock;

• pay dividends or make other distributions;

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tax purposes;

• consummate a change of control without concurrently redeeming our shares of Series A Redeemable Preferred Stock;

• amend, terminate or permit the assignment or subcontract of, or the transfer of any rights or obligations under, the Management Agreement, in order to alter the (i) scope of services in any material respect, (ii) the compensation, fee payment or other economic terms relating to the Management Agreement, or (iii) the scope of matters expressly required to be approved by the Independent Directors (as such term is defined in the Management Agreement) pursuant to the Management Agreement;

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Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on the availability and cost of debt and equity capital.

Additionally, our ability to borrow against our assets is dependent, in part, on the appraised value of such assets.

Additionally, our ability to borrow against our assets is dependent, in part, on the appraised value of such

If the appraised value of such assets declines, we may be required to reduce the principal outstanding under our debt facilities or otherwise be unable to incur new borrowings.

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Although we have not identified material impacts to soils or groundwater that reasonably would be expected to prevent or delay further redevelopment projects, impacted materials could be encountered that require special handling and/or result in delays to those projects.

Any additional projects may require

environmental permits and approvals from federal, state and local environmental agencies.

Any additional projects may require environmental permits and approvals from federal, state and local environmental agencies.

Once received, permits and approvals may be subject to litigation, and projects may be delayed or approvals reversed or modified in litigation.

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If we are not able to transform the Repauno or Long Ridge sites into hubs for industrial and energy development in a timely manner, their future prospects could be materially and adversely affected, which may have a material adverse effect on our business, operating results and financial condition.

We have material customer concentration with respect to the Jefferson Terminal and Railroad businesses, with a limited number of customers accounting for a material portion of our revenues.

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.

Additionally, 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 have material customer concentration with respect to the Jefferson Terminal and Transtar businesses, with a limited number of customers accounting for a material portion of our revenues.

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.

Additionally, 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.

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If we or any of our subsidiaries were required to register as an investment company under the Investment Company Act, the registered entity would become subject to substantial regulation that would significantly change our operations, and we would not be able to conduct our business as described in this report.

We have not obtained a formal determination from the SEC as to our

status under the Investment Company Act and, consequently, any violation of the Investment Company Act would subject us to material adverse consequences.

We have not obtained a formal determination from the SEC as to our status under the Investment Company Act and, consequently, any violation of the Investment Company Act would subject us to material adverse consequences.

Adverse judgments or settlements in legal proceedings could materially harm our business, financial condition, operating results and cash flows.

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Unexpected outcomes in such legal proceedings, or changes in management’s evaluation or predictions of the likely outcomes of such proceedings (possibly resulting in changes in established reserves), could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Capital Structure

The terms of our Series A Preferred Stock have provisions that could result in the holders of the Series A Preferred Stock having the ability to elect a majority of our board of directors in the case of an Event of Noncompliance, including our failure to pay amounts due upon redemption of Series A Preferred Stock.

The terms of our Series A Preferred Stock include certain events of noncompliance, including among other things, (i) failure to redeem such shares when we are required to do so, (ii) failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date, (iii) an event where any shares of Series A Preferred Stock remaining outstanding on the eighth anniversary of the issuance date, (iv) failure to have a board of directors comprised of a majority of independent directors at any time on or after December 31, 2022 (subject to the specified cure period), (v) any breach of a material term in the certificate of designations for our Series A Preferred Stock, (vi) certain debt acceleration events, (vii) certain bankruptcy events and (viii) a breach of a restrictive covenant set forth in the certificate of designations for our Series A Preferred Stock (each, an “Event of Noncompliance”).

If the Company fails to cure an Event of Noncompliance (to the extent curable), (i) the size of our board of directors will automatically increase to a number sufficient to constitute a majority of the board of directors, (ii) the majority of the holders of the Series A Preferred Stock will have the right to designate and elect a majority of the members of our board of directors, and (iii) other than with respect to the election of directors, the shares of Series A Preferred Stock will vote with our common stock as a single class (with the number of votes per share determined in accordance with the certificate of designations for our Series A Preferred Stock).

Such remedies could have a material adverse effect on the Company’s financial condition.

The failure of the Company to pay required dividends on its Series A Preferred Stock following August 1, 2024, may have a material adverse effect on the Company’s financial condition.

The Company is required to pay cash dividends equal to the cash dividend rate.

The cash dividend rate equals 14.0% per annum subject to increase in accordance with the terms of the Series A Preferred Stock.

Following August 1, 2024, if the Company fails to pay cash dividends when required to do so, the dividend rate would be equal to 18.0% per annum, subject to increase as described below, until all such dividends are paid in cash.

Further, the Company is subject to limitations on paying cash dividends on its common stock when it is not current on relevant cash payments for the Series A Preferred Stock.

Our failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following August 1, 2024, would result in an Event of Noncompliance.

If we are unable to cure an Event of Noncompliance (to the extent curable), (i) the size of our board of directors will automatically increase to a number sufficient to constitute a majority of the board of directors, (ii) the majority of the holders of the Series A Preferred Stock will have the right to designate and elect a majority of the members of our board of directors, and (iii) other than with respect to the election of directors, the shares of Series A Preferred Stock will vote with our common stock as a single class (with the number of votes per share determined in accordance with the certificate of designations for our Series A Preferred Stock).

Such remedies could have a material adverse effect on the Company’s financial condition.

Risks Related to Our Manager

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We are subject to the risk that our Manager will terminate the Management Agreement and that we will not be able to find a suitable replacement for our Manager in a timely manner, at a reasonable cost, or at all.

Furthermore, we are dependent on the services of certain key employees of our Manager and certain key employees of Fortress entities whose compensation is partially or entirely dependent upon the amount of management fees earned by our Manager and whose continued service is not guaranteed, and the loss of such personnel or services could materially adversely

affect our operations.

We do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us.

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Our Management Agreement generally does not limit or restrict our Manager or its affiliates from engaging in any business or managing other pooled investment vehicles that invest in assets that meet our asset acquisition objectives.

Our Manager intends to engage in additional infrastructure related management and other investment opportunities in the future, which may compete with us for investments or result in a change in our current investment strategy.

Our Manager intends

to engage in additional infrastructure related management and other investment opportunities in the future, which may compete with us for investments or result in a change in our current investment strategy.

In addition, our certificate of incorporation provides that if any of the Fortress Parties or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty, to the fullest extent permitted by law, to offer such corporate opportunity to us, our stockholders or our affiliates.

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Pursuant to our Management Agreement, our Manager will not assume any responsibility other than to render the services called for thereunder in good faith and will not be responsible for any action of our board of directors in following or declining to follow its advice or recommendations.

Our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling or Manager, will not be liable to us or any of our subsidiaries, to our board of directors, or our or any subsidiary’s stockholders or partners for any acts or omissions by our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling or Manager, except liability to us, our stockholders, directors, officers and employees and persons controlling us, by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.

Our Manager, its members, managers, officers, employees, sub-advisers and any other person

controlling or Manager, will not be liable to us or any of our subsidiaries, to our board of directors, or our or any subsidiary’s stockholders or partners for any acts or omissions by our Manager, its members, managers, officers, employees, sub-advisers and any other person controlling or Manager, except liability to us, our stockholders, directors, officers and employees and persons controlling us, by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.

We will, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees, sub-advisers and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.

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Shared directors may have actual or apparent conflicts of interest with respect to matters involving or affecting each company.

For example, there will be the potential for a conflict of interest when we on the one hand, and FTAI and its respective subsidiaries and successors on the other hand, are party to commercial transactions concerning the same or adjacent investments.

For example, there will be the potential for a conflict of

interest when we on the one hand, and FTAI and its respective subsidiaries and successors on the other hand, are party to commercial transactions concerning the same or adjacent investments.

In addition, certain of our directors and officers continue to own shares and/or options or other equity awards of FTAI.

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See “Certain Relationships and Related Party Transactions—Our Manager and Management Agreement” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022 for a discussion of certain procedures we instituted to help ameliorate such potential conflicts that may arise.

We incurred indebtedness in the form of the 2027 Notes, and the degree to which we are leveraged could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

In connection with the spin-off, we issued the 2027 Notes.

The degree to which we are leveraged could cause a material adverse effect on our business, financial condition, results of operations and cash flows.

We are responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements.

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Differences in access to and cost of debt financing may result in differences in the interest rates charged to us on financings, as well as the amount of indebtedness, types of financing structures and debt markets that may be available to us.

Our ability to make payments on and to refinance our indebtedness, including the 2027 Notes, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings and/or asset sales.

Our ability to make payments on and to refinance our indebtedness as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings and/or asset sales.

Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

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In addition, we may be subject to similar or other limitations under state, local or other tax laws.

Risks Related to the Wheeling Acquisition (the “Wheeling Acquisition”)

The Wheeling Acquisition is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, or at all.

Failure to complete the Wheeling Acquisition could have material adverse effects on us.

On August 6, 2025, Percy Acquisition LLC (“Buyer”), a subsidiary of the Company, signed the 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.

We currently expect to close the Wheeling Acquisition in the third quarter of 2025, subject to customary closing conditions including the absence of any legal restraint issued by any court or governmental entity of competent jurisdiction preventing consummation of the transaction and the accuracy of each party’s representations and warranties.

There can be no assurance that the conditions to closing of the Wheeling Acquisition will be satisfied or waived or that other events will not intervene to delay or result in the failure to close the Wheeling Acquisition.

Any delay in closing or a failure to close the Wheeling Acquisition could have a negative impact on our business and the trading price of our common stock.

If the Wheeling Acquisition is not completed, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Wheeling Acquisition, we will be subject to a number of risks, including the following:

• the market price of our common stock could decline;

• time and resources committed by our management to matters relating to the Wheeling Acquisition could otherwise have been devoted to pursuing other beneficial opportunities for our Company;

• we may experience negative reactions from the financial markets or from our customers, employees, suppliers and regulators;

• we will be required to pay the costs relating to the Wheeling Acquisition, such as legal, accounting and financial advisory fees, whether or not the Wheeling Acquisition is completed.

The materialization of any of these risks could adversely impact our ongoing business.

Similarly, delays in the completion of the Wheeling Acquisition could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Wheeling Acquisition.

Following the closing of the Wheeling Acquisition, Wheeling will be held in a voting trust pending authorization of the Wheeling Acquisition by the Surface Transportation Board.

During the trust period, Company will not control Wheeling, but Wheeling’s operational and financial performance could have an adverse effect on the Company’s financial condition or results of operations.

At closing, the voting stock of Wheeling will be deposited into an irrevocable voting trust that insulates Wheeling from control by the Company pending authorization of the Wheeling Acquisition by the federal Surface Transportation Board (STB).

During the trust period, the Company will hold a 100% beneficial ownership interest in Wheeling but will not control Wheeling until STB control approval is obtained.

Until that time, Wheeling will be managed by its current executive team overseen by the trustee of the voting trust, who will also be appointed as the sole director of Wheeling during the trust period.

Risks Related to the Wheeling Acquisition

Following the closing of the Wheeling Acquisition, Wheeling is being held in a voting trust pending authorization of the Wheeling Acquisition by the Surface Transportation Board.

During the trust period, the Company does not control Wheeling, but Wheeling’s operational and financial performance could have an adverse effect on the Company’s financial condition or results of operations.

At closing, the voting stock of Wheeling was deposited into an irrevocable voting trust that insulates Wheeling from control by the Company pending authorization of the Wheeling Acquisition by the federal Surface Transportation Board (the “STB”).

During the trust period, the Company holds a 100% beneficial ownership interest in Wheeling but will not control Wheeling until STB control approval is obtained.

Until that time, Wheeling will be managed by its current executive team overseen by the trustee of the voting trust, who also was appointed as the sole director of Wheeling during the trust period.

The voting trust prohibits the Company from exercising control over the business strategy or other operational aspects of Wheeling.

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The Wheeling Acquisition is subject to final approval by the STB, and there can be no assurance as to whether and when it may be approved.

Following closing and creation of the voting trust, the Company will seek STB authorization to control Wheeling.

There can be no assurance as to whether and when STB approval will be obtained.

Accordingly, the Wheeling Acquisition may be delayed or prevented entirely, and the anticipated benefits of the Wheeling Acquisition could be reduced.

There can be no assurance as to whether and when final STB approval of the Wheeling Acquisition will be obtained.

If final approval is not obtained, we will be prevented from exercising control over Wheeling and we will be required to use our reasonable best efforts to sell or otherwise dispose of our trust interests in Wheeling within two years of an STB order denying approval which is final and no longer subject to review by the courts (“STB Denial”) (or such extension of that period as the STB may approve), in accordance with the terms of the voting trust agreement entered into between RR Holdings and John Giles, as trustee.

The market and divestiture alternatives for the trust interests might be limited, and such a disposition could cause the Company to incur significant losses and expenses in connection with the transaction, which could have a significant adverse impact on the business and financial condition of the Company.

If final approval from the STB is not obtained by August 25, 2026 or there is an STB Denial, upon the earlier of a sale to a third party of the trust interests in Wheeling or two years after such date or the date of the STB Denial, to the extent not prohibited by law, RR Holdings will be required to redeem all RR Holdings Series A Preferred Units, the Series A Warrants - RailCo and/or the common units that have been issued upon exercise of the Series A Warrants - RailCo in cash at a redemption price determined in accordance with the Limited Liability Company Agreement of RR Holdings, dated August 25, 2025 (the “LLC Agreement”).

Holdings may not have sufficient funds or other resources to satisfy such repurchase obligation, which could have a significant adverse impact on the business and financial condition of the Company.

We may be unable to successfully integrate the businesses and realize the anticipated benefits of the Wheeling Acquisition.

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Any such undisclosed or potential liabilities or other issues could have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Wheeling Acquisition.

Wheeling faces competition from other railroads and other transportation providers.

Wheeling faces competition from other railroads, motor carriers, ships, barges, and pipelines.

Wheeling operates in some corridors served by other railroads and motor carriers.

In addition to price competition, Wheeling faces competition with respect to transit times, quality, and reliability of service from motor carriers and other railroads.

Motor carriers in particular can have an advantage over railroads with respect to transit times and timeliness of service.

However, railroads are much more fuel-efficient than trucks, which reduces the impact of transporting goods on the environment and public infrastructure.

Additionally, Wheeling must build or acquire and maintain its rail system, while trucks, barges, and maritime operators are able to use public rights-of-

way maintained by public entities.

Any of the following could also affect the competitiveness of our rail services, which could have a material adverse effect on our results of operations, financial condition, and liquidity:

(i) improvements or expenditures materially increasing the quality or reducing the costs of these alternative modes of transportation, such as autonomous or more fuel efficient trucks, (ii) legislation that eliminates or significantly increases the size or weight limitations applied to motor carriers, or (iii) legislation or regulatory changes that impose operating restrictions on railroads or that adversely affect the profitability of some or all railroad traffic.

Additionally, any future consolidation of the rail industry could materially affect our competitive environment.

Wheeling has material customer concentration, with a limited number of customers accounting for a material portion of our revenues.

Wheeling earned approximately 40% of its total revenues for the nine months ended September 30, 2025 from two customers.

There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers.

It is not possible for us to predict the future level of demand for Wheeling’s services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace.

In addition, revenues from these customers may fluctuate from time to time, which may be affected by market conditions or other factors, some of which may be outside of our control.

If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, or undergo material management or ownership changes, Wheeling could be pressured to reduce the prices it charges for its services or could lose a major customer.

Any such development could have a significant adverse impact on the business and financial condition of the Company.

The future results of the Company may be adversely impacted if the Company does not effectively manage its expanded operations following the completion of the Wheeling Acquisition.

In connection with the completion of the Wheeling Acquisition, the size of the Company’s business has increased significantly.

Following receipt of final approval from the STB, the Company’s ability to successfully manage this expanded business will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of Wheeling, but also the increased scale and scope of the combined business with its associated increased costs and complexity.

Wheeling is a private company and has not been required to comply with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”).

Wheeling is a privately-held company not subject to Sarbanes-Oxley.

Sarbanes-Oxley requires public companies to have and maintain effective internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements and to have management report on the effectiveness of those controls on an annual basis (and have its independent public accountants attest annually to the effectiveness of such internal controls).

As a private company, Wheeling is not required to comply with the requirements of Sarbanes-Oxley.

Upon receipt of final approval from the STB, we expect to begin applying our Sarbanes-Oxley procedures regarding internal controls over financial reporting with respect to Wheeling.

This process will require us to expend a significant amount of time from our management and other personnel and will require us to expend a significant amount of financial resources, which is likely to increase our compliance costs.

Even after expending such resources, we cannot assure you that we will be able to conclude that our internal controls over financial reporting with respect to Wheeling are effective within the time frame required.

If we are not able to comply with the requirements of Sarbanes-Oxley in a timely manner, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would entail expenditure of additional financial and management resources and could materially adversely affect the combined company.

Risks Related to Our Common Stock

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Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules.

We may make investments through joint ventures and

accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting.

We may make investments through joint ventures and accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting.

We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that our internal control over financial reporting was effective.

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There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in the effectiveness of our internal control over financial reporting.

financial reporting.

This could materially adversely affect us by, for example, leading to a decline in our stock price and impairing our ability to raise capital.

Your percentage ownership in us may be diluted in the future.

Your percentage ownership in us may be diluted in the future because of equity awards that we expect will be granted to our Manager, to the directors, officers and employees of our Manager who perform services for us, and to our directors, officers and employees, as well as other equity instruments such as debt and equity financing including, but not limited to, the Series A Preferred Stock and the Warrants.

On August 1, 2022, our board of directors adopted the FTAI Infrastructure Inc.

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FTAI Infrastructure common stockholders whose ownership violates the Ownership Restrictions at the time of the spin-off will not be required to sell their FTAI Infrastructure common stock, but may be prevented from acquiring more Corporation Securities.

or (ii) a determination by the board of directors that (1) an ownership change would not result in a substantial limitation on our ability to use our available net operating loss carryforwards and other tax attributes;

The Ownership Restrictions will remain in effect until the earlier of (i) the date on which Section 382 of the Code is repealed, amended, or modified in such a way as to render the restrictions imposed by Section 382 of the Code no longer applicable to us or (ii) a determination by the board of directors that (1) an ownership change would not result in a substantial limitation on our ability to use our available net operating loss carryforwards and other tax attributes;

(2) no significant value attributable to our available net operating loss carryforwards and other tax attributes would be preserved by continuing the transfer restrictions;

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This may adversely affect the marketability of our common stock by discouraging existing or potential investors from acquiring our stock or additional shares of our stock.

It is also possible that the transfer restrictions could delay or frustrate the removal of incumbent directors and could make more difficult a merger, tender offer or proxy contest involving us, or impede an attempt to acquire a significant or controlling interest in us, even if such events might be beneficial to us and our stockholders.

It is also possible that the transfer restrictions could delay or frustrate the removal of incumbent directors and could make more difficult a merger, tender

offer or proxy contest involving us, or impede an attempt to acquire a significant or controlling interest in us, even if such events might be beneficial to us and our stockholders.

You are advised to carefully monitor your ownership of our common stock and consult your legal advisors to determine whether your ownership of our common stock violates the ownership restrictions that are in our certificate of incorporation.

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Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is considered favorable to stockholders.

These anti-takeover provisions could substantially impede the ability of

public stockholders to benefit from a change in control or a change in our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or a change in our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium.

Our bylaws contain exclusive forum provisions for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

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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 1A. Risk Factors