FTAI Infrastructure Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”). Our MD&A should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes, and with Part II, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Overview We are in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products, including crude oil, refined products and clean fuels. Our Power and Gas business develops and operates facilities, such as a 485 megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value. Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of September 30, 2025, we had total consolidated assets of $5.5 billion and redeemable preferred stock and equity of $1.1 billion. Operating Segments Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, 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. The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling. Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an investment in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment. As the chief operating decision maker (“CODM”) focuses on Transtar, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results. Due to the immateriality of the results of KRS, we will apply this change prospectively. Our Manager On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. 55 Results of Operations Adjusted EBITDA (Non-GAAP) The CODM utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational 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. GAAP. 56 Comparison of the three and nine months ended September 30, 2025 and 2024 The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Lease income $ 1,210 $ 1,313 $ (103) $ 3,793 $ 3,705 $ 88 Rail revenues 42,906 44,255 (1,349) 127,372 135,412 (8,040) Terminal services revenues 23,670 22,846 824 70,659 68,978 1,681 Roadside services revenues 14,529 14,897 (368) 40,722 42,638 (1,916) Power revenues 56,517 — 56,517 110,307 — 110,307 Gas revenues 1,724 — 1,724 5,870 — 5,870 Other revenue — — — 280 — 280 Total revenues 140,556 83,311 57,245 359,003 250,733 108,270 Expenses Operating expenses 74,985 62,766 12,219 216,465 188,566 27,899 General and administrative 3,202 2,989 213 12,177 10,690 1,487 Acquisition and transaction expenses 3,221 2,526 695 15,440 4,373 11,067 Management fees and incentive allocation to affiliate 3,782 2,807 975 10,004 8,584 1,420 Depreciation and amortization 34,813 19,492 15,321 93,823 60,176 33,647 Asset impairment — — — 4,401 — 4,401 Total expenses 120,003 90,580 29,423 352,310 272,389 79,921 Other income (expense) Equity in earnings (losses) of unconsolidated entities 2,928 (14,308) 17,236 6,247 (38,998) 45,245 Gain on sale of assets, net 28 2,758 (2,730) 119,856 2,595 117,261 (Loss) gain on modification or extinguishment of debt (55,208) 747 (55,955) (59,281) (8,423) (50,858) Interest expense (73,312) (31,513) (41,799) (175,628) (88,796) (86,832) Other income 5,554 6,537 (983) 12,299 15,865 (3,566) Total other expense (120,010) (35,779) (84,231) (96,507) (117,757) 21,250 Loss from before income taxes (99,457) (43,048) (56,409) (89,814) (139,413) 49,599 Provision for (benefit from) income taxes 5,081 (92) 5,173 (35,481) 1,980 (37,461) Net loss (104,538) (42,956) (61,582) (54,333) (141,393) 87,060 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries - common stockholders (11,497) (9,963) (1,534) (33,998) (32,053) (1,945) Less: Preferred dividends and accretion on redeemable non-controlling interests 12,487 — 12,487 12,487 — 12,487 Less: Dividends and accretion of redeemable preferred stock 12,824 16,978 (4,154) 55,622 51,563 4,059 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (118,352) $ (49,971) $ (68,381) $ (88,444) $ (160,903) $ 72,459 57 The following table sets forth a reconciliation of net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (118,352) $ (49,971) $ (68,381) $ (88,444) $ (160,903) $ 72,459 Add: Provision for (benefit from) income taxes 5,081 (92) 5,173 (35,481) 1,980 (37,461) Add: Equity-based compensation expense 1,522 2,629 (1,107) 3,685 6,768 (3,083) Add: Acquisition and transaction expenses 3,221 2,526 695 15,440 4,373 11,067 Add: Losses (gains) on the modification or extinguishment of debt and capital lease obligations 55,208 (747) 55,955 59,281 8,423 50,858 Add: Changes in fair value of non-hedge derivative instruments 211 — 211 211 — 211 Add: Asset impairment charges — — — 4,401 — 4,401 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 26,808 20,725 6,083 83,551 63,418 20,133 Add: Interest expense 73,312 31,513 41,799 175,628 88,796 86,832 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 8,323 5,625 2,698 12,723 15,090 (2,367) Add: Dividends and accretion of redeemable preferred stock 25,311 16,978 8,333 68,109 51,563 16,546 Add: Interest and other costs on pension and OPEB liabilities (265) (248) (17) (794) 214 (1,008) Add: Other non-recurring items (3) 962 — 962 2,295 — 2,295 Less: Equity in (earnings) losses of unconsolidated entities (2,928) 14,308 (17,236) (6,247) 38,998 (45,245) Less: Non-controlling share of Adjusted EBITDA (4) (7,483) (6,318) (1,165) (22,292) (20,305) (1,987) Adjusted EBITDA (Non-GAAP) $ 70,931 $ 36,928 $ 34,003 $ 272,066 $ 98,415 $ 173,651 ________________________________________________________ (1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $34,813 and $19,492, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(9,238) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $93,823 and $60,176, (ii) capitalized contract costs amortization of $3,698 and $3,242 and (iii) amortization of other comprehensive income of $(13,970) and $—, respectively. (2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) net income (loss) of $5,100 and $(14,352), (ii) interest expense of $— and $10,826, (iii) depreciation and amortization expense of $1,852 and $6,911, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17, (viii) losses on the modification or extinguishment of debt of $— and $4,724 and (ix) provision for income taxes of $1,371 and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net income (loss) of $11,578 and $(39,132), (ii) interest expense of $7,648 and $32,901, (iii) depreciation and amortization expense of $4,736 and $20,091, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724, (x) provision for income taxes of $1,371 and $— and (xi) other non-recurring items of $1 and $478, respectively. (3) Includes the following items for the three months ended September 30, 2025: (i) Railroad severance expense of $7 and (ii) non-ordinary professional fees of $955 . Includes the following items for the nine months ended September 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385, (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955. (4) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $120 and $240, (ii) provision for (benefit from) income taxes of $14 and $(98), (iii) interest expense of $4,122 and $3,078, (iv) depreciation and amortization expense of $3,079 and $3,274, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $52 and $—, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $(2) and $—, (ix) losses on the modification or extinguishment of debt of $2 and $(175), (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $(2) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $344 and $939, (ii) provision for (benefit from) income taxes of $202 and $(374), (iii) interest expense of $11,768 and $7,906, (iv) depreciation and amortization expense of $9,219 and $9,855, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $218 and $3, (vii) interest and other costs on pension and OPEB liabilities of $(5) and $1, (viii) asset impairment charges of $25 and $—, (ix) losses on the modification or extinguishment of debt of $360 and $1,975, (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $61 and $—, respectively. 58 Revenue Comparison of the three months ended September 30, 2025 and 2024 Total revenues increased $57.2 million due to higher revenues of $58.6 million in the Power and Gas segment and $1.4 million in the Jefferson Terminal segment, offset by lower revenues of $1.9 million in the Railroad segment and $1.0 million in the Repauno segment. Rail revenues decreased $1.3 million primarily due to a decrease in both carloads and rates per car in the Railroad segment. Terminal services revenues increased $0.8 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment. Power revenues increased $56.5 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Gas revenues increased $1.7 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Comparison of the nine months ended September 30, 2025 and 2024 Total revenues increased $108.3 million due to higher revenues of $117.7 million in the Power and Gas segment and $2.7 million in the Jefferson Terminal segment, offset by lower revenues of $9.0 million in the Railroad segment, $2.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment. Roadside services revenue decreased $1.9 million due to the decline of roadside services for FYX. Rail revenues decreased $8.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment. Terminal services revenues increased $1.7 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment. Power revenues increased $110.3 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Gas revenues increased $5.9 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Expenses Comparison of the three months ended September 30, 2025 and 2024 Total expenses increased $29.4 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) acquisition and transaction expenses. Operating expenses increased $12.2 million which primarily reflects: • an increase of $15.1 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment; • a decrease of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment; partially offset by • a decrease of $1.0 million primarily due to lower labor costs at the Repauno segment; and • a decrease of $2.2 million in the Railroad segment mainly due to decreased carloads. Acquisition and transaction expenses increased $0.7 million primarily due to (i) an increase in consulting fees at the Repauno segment and (ii) higher professional fees for a potential acquisition in the Corporate and Other segment, partially offset by a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment. Depreciation and amortization increased $15.3 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated. Comparison of the nine months ended September 30, 2025 and 2024 Total expenses increased $79.9 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment. Operating expenses increased $27.9 million which primarily reflects: • an increase of $36.4 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segmen t ; • a decrease of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment; partially offset by 59 • a decrease of $0.7 million primarily due to lower labor costs at the Repauno segment; and • a decrease of $5.6 million in the Railroad segment mainly due to decreased carloads. Acquisition and transaction expenses increased $11.1 million primarily due to (i) legal fees in the Railroad segment related to the Wheeling Acquisition, (ii) consulting fees in the Repauno segment and (iii) higher professional fees for a potential acquisition in the Corporate and Other segment. Depreciation and amortization increased $33.6 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated. Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment. Other income (expense) Total other expense increased $84.2 million during the three months ended September 30, 2025 primarily due to: • an increase in loss on modification or extinguishment of debt of $56.0 million primarily due to loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment; • an increase in interest expense of $41.8 million primarily due to an increase in the average outstanding debt of approximately $2.0 billion which consists of (i) $449.3 million for the Corporate Bridge Loan, (ii) $355.3 million for the Series 2025 Bonds, (iii) $17.8 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt; and • a decrease in gain on sale of assets of $2.7 million primarily due to a prior year gain from a sales leaseback transaction in the Jefferson Terminal segment; partially offset by • an increase of $17.2 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition, as well as the equity pickup of Wheeling in the current period. Total other expense decreased $21.3 million during the nine months ended September 30, 2025 primarily due to: • an increase of $45.2 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition, as well as the equity pickup of Wheeling in the current period; • an increase in gain on sale of assets of $117.3 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025; offset by • an increase in loss on modification or extinguishment of debt of $50.9 million primarily due to (i) loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment and (ii) loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment; • a decrease of $3.6 million in other income due to (i) a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and (ii) a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by (iii) an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments and (iv) an increase in other income at the Repauno segment related to interest on the Series 2025 Bonds funds; and • an increase in interest expense of $86.8 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $153.9 million for the Corporate Bridge Loan, (ii) $203.6 million for the Series 2025 Bonds, (iii) $119.1 million for the Series 2024 Bonds and (iv) $1.0 billion for Long Ridge Energy & Power LLC debt. Provision for (benefit from) income taxes Benefit from income taxes increased $37.5 million during the nine months ended September 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025. Net loss Net loss increased $61.6 million and decreased $87.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $34.0 million and $173.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. 60 Railroad Segment The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Lease income $ 402 $ 526 $ (124) $ 1,220 $ 1,319 $ (99) Rail revenues 42,511 44,255 (1,744) 126,464 135,412 (8,948) Total revenues 42,913 44,781 (1,868) 127,684 136,731 (9,047) Expenses Operating expenses 22,562 24,723 (2,161) 67,631 73,266 (5,635) Acquisition and transaction expenses (459) 95 (554) 2,417 432 1,985 Depreciation and amortization 5,151 4,936 215 15,216 14,808 408 Asset impairment — — — 4,401 — 4,401 Total expenses 27,254 29,754 (2,500) 89,665 88,506 1,159 Other income (expense) Equity in earnings of unconsolidated entities 3,013 — 3,013 3,013 — 3,013 Gain (loss) on sale of assets, net 28 5 23 (96) (158) 62 Interest expense (80) (78) (2) (331) (245) (86) Other income 881 819 62 1,668 467 1,201 Total other income 3,842 746 3,096 4,254 64 4,190 Income before income taxes 19,501 15,773 3,728 42,273 48,289 (6,016) Provision for income taxes 4,040 1,174 2,866 5,620 3,358 2,262 Net income 15,461 14,599 862 36,653 44,931 (8,278) Less: Net income attributable to non-controlling interest in consolidated subsidiaries - common stockholders 25 71 (46) 158 179 (21) Less: Preferred dividends and accretion on redeemable non-controlling interests 12,487 — 12,487 12,487 — 12,487 Net income attributable to stockholders $ 2,949 $ 14,528 $ (11,579) $ 24,008 $ 44,752 $ (20,744) 61 The following table sets forth a reconciliation of net income attributable to stockholders to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net income attributable to stockholders $ 2,949 $ 14,528 $ (11,579) $ 24,008 $ 44,752 $ (20,744) Add: Provision for income taxes 4,040 1,174 2,866 5,620 3,358 2,262 Add: Equity-based compensation expense 354 547 (193) 1,070 1,127 (57) Add: Acquisition and transaction expenses (459) 95 (554) 2,417 432 1,985 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments (470) — (470) (470) — (470) Add: Asset impairment charges — — — 4,401 — 4,401 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 5,151 4,936 215 15,216 14,808 408 Add: Interest expense 80 78 2 331 245 86 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) 8,408 — 8,408 8,408 — 8,408 Add: Dividends and accretion of redeemable preferred stock 12,487 — 12,487 12,487 — 12,487 Add: Interest and other costs on pension and OPEB liabilities (265) (248) (17) (794) 214 (1,008) Add: Other non-recurring items (2) 7 — 7 305 — 305 Less: Equity in earnings of unconsolidated entities (3,013) — (3,013) (3,013) — (3,013) Less: Non-controlling share of Adjusted EBITDA (3) (141) (30) (111) (263) (77) (186) Adjusted EBITDA (Non-GAAP) $ 29,128 $ 21,080 $ 8,048 $ 69,723 $ 64,859 $ 4,864 ________________________________________________________ (1) Includes the following items for the three and nine months ended September 30, 2025: (i) net income of $5,185, (ii) depreciation and amortization expense of $1,852 and (iii) provision for income taxes of $1,371. (2) Includes the following items for the three and nine months ended September 30, 2025: Railroad severance expense of $7 and $305, respectively. (3) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $2 and $3, (ii) provision for income taxes of $22 and $6, (iii) depreciation and amortization expense of $25 and $22, (iv) acquisition and transaction expenses of $(4) and $—, (v) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vi) asset impairment charges of $(2) and $—, (vii) equity in earnings of unconsolidated entities of $31 and $—, (viii) dividends and accretion of redeemable preferred stock of $72 and $— and (ix) changes in fair value of non-hedge derivative instruments of $(3) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $6 and $5, (ii) provision for income taxes of $32 and $13, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $87 and $56, (v) acquisition and transaction expenses of $14 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(5) and $1, (vii) asset impairment charges of $25 and $—, (viii) equity in earnings of unconsolidated entities of $31 and $—, (ix) dividends and accretion of redeemable preferred stock of $72 and $—, (x) changes in fair value of non-hedge derivative instruments of $(3) and $— and (xi) other non-recurring items of $2 and $—, respectively. Revenues Total revenues decreased $1.9 million and $9.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car. Expenses Total expenses decreased $2.5 million during the three months ended September 30, 2025 which primarily reflects a decrease in operating expenses mainly due to decreased carloads. Total expenses increased $1.2 million during the nine months ended September 30, 2025 which primarily reflects (i) an increase in asset impairment of $4.4 million related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.0 million related to the Wheeling Acquisition, partially offset by a decrease in operating expenses of $5.6 million mainly due to decreased carloads. Other income (expense) Total other income increased $3.1 million and $4.2 million during the three and nine months ended September 30, 2025, respectively, which primarily reflects an increase in equity earnings of unconsolidated entities related to the acquisition of Wheeling and an increase in other income related to pension and OPEB benefits due to favorable adjustments. 62 Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $8.0 million and $4.9 million during the three and nine months ended September 30, 2025, respectively, primarily due to the activity noted above. Jefferson Terminal Segment The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Lease income $ 808 $ 787 $ 21 $ 2,573 $ 2,386 $ 187 Terminal services revenues 20,323 18,895 1,428 59,635 57,086 2,549 Total revenues 21,131 19,682 1,449 62,208 59,472 2,736 Expenses Operating expenses 16,400 17,138 (738) 51,512 54,245 (2,733) Acquisition and transaction expenses — — — 68 10 58 Depreciation and amortization 11,358 11,988 (630) 33,888 36,618 (2,730) Total expenses 27,758 29,126 (1,368) 85,468 90,873 (5,405) Other income (expense) Gain on sale of assets, net — 2,753 (2,753) — 2,753 (2,753) Gain (loss) on modification or extinguishment of debt 13 747 (734) (736) (8,423) 7,687 Interest expense (17,064) (13,107) (3,957) (49,688) (33,594) (16,094) Other income 499 916 (417) 2,507 4,453 (1,946) Total other expense (16,552) (8,691) (7,861) (47,917) (34,811) (13,106) Loss before income taxes (23,179) (18,135) (5,044) (71,177) (66,212) (4,965) (Benefit from) provision for income taxes (39) (426) 387 720 (1,592) 2,312 Net loss (23,140) (17,709) (5,431) (71,897) (64,620) (7,277) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (11,162) (9,700) (1,462) (32,825) (31,339) (1,486) Net loss attributable to stockholders $ (11,978) $ (8,009) $ (3,969) $ (39,072) $ (33,281) $ (5,791) 63 The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders $ (11,978) $ (8,009) $ (3,969) $ (39,072) $ (33,281) $ (5,791) Add: (Benefit from) provision for income taxes (39) (426) 387 720 (1,592) 2,312 Add: Equity-based compensation expense 332 673 (341) 1,167 3,533 (2,366) Add: Acquisition and transaction expenses — — — 68 10 58 Add: (Gains) losses on the modification or extinguishment of debt and capital lease obligations (13) (747) 734 736 8,423 (7,687) Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 12,591 13,221 (630) 37,586 39,860 (2,274) Add: Interest expense 17,064 13,107 3,957 49,688 33,594 16,094 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (6,933) (6,055) (878) (20,837) (19,654) (1,183) Adjusted EBITDA (Non-GAAP) $ 11,024 $ 11,764 $ (740) $ 30,056 $ 30,893 $ (837) ________________________________________________________ (1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $11,358 and $11,988 and (ii) capitalized contract costs amortization of $1,233 and $1,233, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $33,888 and $36,618 and (ii) capitalized contract costs amortization of $3,698 and $3,242, respectively. (2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $77 and $157, (ii) provision for (benefit from) income taxes of $(9) and $(100), (iii) interest expense of $3,952 and $3,073, (iv) depreciation and amortization expense of $2,916 and $3,100 and (v) losses on the modification or extinguishment of debt of $(3) and $(175), respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $271 and $828, (ii) provision for (benefit from) income taxes of $167 and $(373), (iii) interest expense of $11,508 and $7,876, (iv) depreciation and amortization expense of $8,705 and $9,346, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $170 and $1,975, respectively. Revenues Total revenues increased $1.4 million and $2.7 million during the three and nine months ended September 30, 2025, respectively, due to an increase in average refined product throughput volumes. Expenses Total expenses decreased $1.4 million during the three months ended September 30, 2025 which primarily reflects: • a decrease in operating expenses of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance; and • a decrease in depreciation and amortization of $0.6 million due to certain assets becoming fully depreciated. Total expenses decreased $5.4 million during the nine months ended September 30, 2025 which primarily reflects: • a decrease in operating expenses of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance; and • a decrease in depreciation and amortization of $2.7 million due to certain assets becoming fully depreciated. Other income (expense) Total other expense increased $7.9 million during the three months ended September 30, 2025, which reflects (i) a decrease in gain on modification or extinguishment of debt of $0.7 million related to a prior year gain on extinguishment of debt, (ii) an 64 increase in interest expense of $4.0 million related to additional borrowings and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction. Total other expense increased $13.1 million during the nine months ended September 30, 2025, which reflects (i) an increase in interest expense of $16.1 million related to additional borrowings, (ii) a decrease in other income of $1.9 million primarily from a prior year gain from the grant of a pipeline easement and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction, partially offset by a decrease in loss on modification or extinguishment of debt of $7.7 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $0.7 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. Repauno Segment The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Terminal services revenues $ 2,954 $ 3,951 $ (997) $ 9,477 $ 11,892 $ (2,415) Other revenue — — — 280 — 280 Total revenues 2,954 3,951 (997) 9,757 11,892 (2,135) Expenses Operating expenses 5,724 6,764 (1,040) 17,839 18,533 (694) Acquisition and transaction expenses 998 — 998 3,294 — 3,294 Depreciation and amortization 2,489 2,489 — 7,479 7,413 66 Total expenses 9,211 9,253 (42) 28,612 25,946 2,666 Other (expense) income Loss on modification or extinguishment of debt — — — (3,324) — (3,324) Interest expense (3,012) (92) (2,920) (4,530) (480) (4,050) Other income 2,761 — 2,761 2,864 — 2,864 Total other expense (251) (92) (159) (4,990) (480) (4,510) Loss before income taxes (6,508) (5,394) (1,114) (23,845) (14,534) (9,311) Provision for (benefit from) income taxes 19 (73) 92 56 (234) 290 Net loss (6,527) (5,321) (1,206) (23,901) (14,300) (9,601) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (360) (334) (26) (1,331) (893) (438) Net loss attributable to stockholders $ (6,167) $ (4,987) $ (1,180) $ (22,570) $ (13,407) $ (9,163) 65 The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders $ (6,167) $ (4,987) $ (1,180) $ (22,570) $ (13,407) $ (9,163) Add: Provision for (benefit from) income taxes 19 (73) 92 56 (234) 290 Add: Equity-based compensation expense 718 1,306 (588) 1,170 1,731 (561) Add: Acquisition and transaction expenses 998 — 998 3,294 — 3,294 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — 3,324 — 3,324 Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 2,489 2,489 — 7,479 7,413 66 Add: Interest expense 3,012 92 2,920 4,530 480 4,050 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items (1) — — — 1,035 — 1,035 Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (409) (233) (176) (1,192) (574) (618) Adjusted EBITDA (non-GAAP) $ 660 $ (1,406) $ 2,066 $ (2,874) $ (4,591) $ 1,717 ________________________________________________________ (1) Includes the following items for the nine months ended September 30, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385. (2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $41 and $80, (ii) provision for (benefit from) income taxes of $1 and $(4), (iii) interest expense of $170 and $5, (iv) depreciation and amortization expense of $138 and $152, (v) acquisition and transaction expenses of $56 and $—, (vi) losses on the modification or extinguishment of debt of $5 and $— and (vii) other non-recurring items of $(2) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) equity-based compensation expense of $67 and $106, (ii) provision for (benefit from) income taxes of $3 and $(14), (iii) interest expense of $258 and $29, (iv) depreciation and amortization expense of $427 and $453, (v) acquisition and transaction expenses of $188 and $—, (vi) losses on the modification or extinguishment of debt of $190 and $— and (vii) other non-recurring items of $59 and $—, respectively. Revenues Total revenues decreased $1.0 million and $2.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to lower volumes stemming from the terminal’s existing butane throughput contract that ended in March 2025, partially offset by the commencement of a new butane throughput contract in April 2025. Expenses Total expenses decreased $0.1 million during the three months ended September 30, 2025, which primarily reflects: • a decrease in operating expenses of $1.0 million associated with lower labor costs; offset by • an increase in acquisition and transaction expenses of $1.0 million related to consulting fees. Total expenses increased $2.7 million during the nine months ended September 30, 2025, which primarily reflects: • a decrease in operating expenses of $0.7 million associated with lower labor costs; partially offset by • an increase in acquisition and transaction expenses of $3.3 million related to consulting fees. Other (expense) income Total other expense increased $0.2 million during the three months ended September 30, 2025, which primarily reflects an increase in interest expense of $2.9 million related to additional borrowings, partially offset by an increase in other income of $2.8 million from the interest on the Series 2025 Bond funds. Total other expense increased $4.5 million during the nine months ended September 30, 2025, which primarily reflects (i) an 66 increase in interest expense of $4.1 million related to additional borrowings and (ii) an increase in loss on modification or extinguishment of debt of $3.3 million due to the payoff of the DRP Revolver and March 2025 Credit Agreement, partially offset by an increase in other income of $2.9 million from the interest on the Series 2025 Bond funds. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $2.1 million and $1.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. Power and Gas Segment The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Terminal services revenues $ 393 $ — $ 393 $ 1,547 — $ 1,547 Power revenues 56,517 — 56,517 110,307 — 110,307 Gas revenues 1,724 — 1,724 5,870 — 5,870 Total revenues 58,634 — 58,634 117,724 — 117,724 Expenses Operating expenses 15,111 1 15,110 37,448 1,023 36,425 Acquisition and transaction expenses 162 1,681 (1,519) 2,628 2,079 549 Depreciation and amortization 15,568 — 15,568 36,676 — 36,676 Total expenses 30,841 1,682 29,159 76,752 3,102 73,650 Other (expense) income Equity in (losses) earnings of unconsolidated entities — (10,474) 10,474 10,588 (24,847) 35,435 Gain on sale of assets, net — — — 119,952 — 119,952 Loss on modification or extinguishment of debt (47) — (47) (47) — (47) Interest expense (27,956) — (27,956) (61,760) — (61,760) Other income 776 3,594 (2,818) 3,361 8,787 (5,426) Total other (expense) income (27,227) (6,880) (20,347) 72,094 (16,060) 88,154 Income (loss) before income taxes 566 (8,562) 9,128 113,066 (19,162) 132,228 Benefit from income taxes — — — (42,457) — (42,457) Net income (loss) attributable to stockholders $ 566 $ (8,562) $ 9,128 $ 155,523 $ (19,162) $ 174,685 67 The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net income (loss) attributable to stockholders $ 566 $ (8,562) $ 9,128 $ 155,523 $ (19,162) $ 174,685 Add: Benefit from income taxes — — — (42,457) — (42,457) Add: Equity-based compensation expense — — — — — — Add: Acquisition and transaction expenses 162 1,681 (1,519) 2,628 2,079 549 Add: Losses on the modification or extinguishment of debt and capital lease obligations 47 — 47 47 — 47 Add: Changes in fair value of non-hedge derivative instruments 681 — 681 681 — 681 Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 6,330 — 6,330 22,706 — 22,706 Add: Interest expense 27,956 — 27,956 61,760 — 61,760 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) — 7,512 (7,512) 6,503 22,579 (16,076) Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in losses (earnings) of unconsolidated entities — 10,474 (10,474) (10,588) 24,847 (35,435) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (non-GAAP) $ 35,742 $ 11,105 $ 24,637 $ 196,803 $ 30,343 $ 166,460 ________________________________________________________ (1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $15,568 and $— and (ii) amortization of other comprehensive income of $(9,238) and $—, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) depreciation and amortization expense of $36,676 and $— and (ii) amortization of other comprehensive income of $(13,970) and $—, respectively. (2) Includes the following items for the three months ended September 30, 2025 and 2024: (i) net loss of $— and $(10,489), (ii) interest expense of $— and $9,544, (iii) depreciation and amortization expense of $— and $6,217, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17 and (viii) losses on the modification or extinguishment of debt of $— and $4,724, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net income (loss) of $10,576 and $(24,895), (ii) interest expense of $6,352 and $28,219, (iii) depreciation and amortization expense of $2,185 and $18,025, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724 and (x) other non-recurring items of $1 and $478, respectively. Revenues Total revenues increased $58.6 million and $117.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025. Expenses Total expenses increased $29.2 million and $73.7 million during the three and nine months ended September 30, 2025, respectively, which reflects: • an increase in operating expenses of $15.1 million and $36.4 million, respectively, primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025; and • an increase in depreciation and amortization expense of $15.6 million and $36.7 million, respectively, related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during February 2025; partially offset by • a decrease in acquisition and transaction expenses of $1.5 million for the three months ended September 30, 2025 due to a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025. 68 Other (expense) income Total other expense increased $20.3 million during the three months ended September 30, 2025 which reflects: • an increase in interest expense of $28.0 million related to interest expense on the Long Ridge debt that is now consolidated; and • a decrease in other income of $2.8 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025; offset by • a decrease in equity in losses of unconsolidated entities of $10.5 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition. Total other income increased $88.2 million during the nine months ended September 30, 2025 which reflects: • an increase in equity in earnings of unconsolidated entities of $35.4 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition; and • an increase in gain on sale of asset of $120.0 million related to the acquisition of 100% of Long Ridge in February 2025; offset by • an increase in interest expense of $61.8 million related to interest expense on the Long Ridge debt that is now consolidated; and • a decrease in other income of $5.4 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025. Benefit from income taxes Benefit from income taxes increased $42.5 million during the nine months ended September 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $24.6 million and $166.5 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. Sustainability and Energy Transition Segment The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Other revenue $ — $ — $ — $ — $ — $ — Total revenues — — — — — — Expenses Operating expenses — — — 2 7 (5) Total expenses — — — 2 7 (5) Other (expense) income Equity in losses of unconsolidated entities (85) (3,844) 3,759 (7,404) (14,182) 6,778 Other income 564 1,206 (642) 1,829 2,156 (327) Total other income (expense) 479 (2,638) 3,117 (5,575) (12,026) 6,451 Net income (loss) attributable to stockholders $ 479 $ (2,638) $ 3,117 $ (5,577) $ (12,033) $ 6,456 69 The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net income (loss) attributable to stockholders $ 479 $ (2,638) $ 3,117 $ (5,577) $ (12,033) $ 6,456 Add: Provision for income taxes — — — — — — Add: Equity-based compensation expense — — — — — — Add: Acquisition and transaction expenses — — — — — — Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive Allocations — — — — — — Add: Depreciation and amortization expense — — — — — — Add: Interest expense — — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (85) (1,879) 1,794 (2,150) (7,465) 5,315 Add: Dividends and accretion of redeemable preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in losses of unconsolidated entities 85 3,844 (3,759) 7,404 14,182 (6,778) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (Non-GAAP) $ 479 $ (673) $ 1,152 $ (323) $ (5,316) $ 4,993 ________________________________________________________ (1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) net loss of $(85) and $(3,845), (ii) interest expense of $— and $1,272 and (iii) depreciation and amortization expense of $— and $694, respectively . Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net loss of $(4,133) and $(14,182), (ii) interest expense of $1,284 and $4,651 and (iii) depreciation and amortization expense of $699 and $2,066, respectively. Other (expense) income Total other income increased $3.1 million and $6.5 million during the three and nine months ended September 30, 2025, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $1.2 million and $5.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. 70 Corporate and Other The following table presents our results of operations: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Revenues Rail revenues 395 — 395 908 — 908 Roadside services revenues $ 14,529 $ 14,897 $ (368) $ 40,722 $ 42,638 $ (1,916) Total revenues 14,924 14,897 27 41,630 42,638 (1,008) Expenses Operating expenses 15,188 14,140 1,048 42,033 41,492 541 General and administrative 3,202 2,989 213 12,177 10,690 1,487 Acquisition and transaction expenses 2,520 750 1,770 7,033 1,852 5,181 Management fees and incentive allocation to affiliate 3,782 2,807 975 10,004 8,584 1,420 Depreciation and amortization 247 79 168 564 1,337 (773) Total expenses 24,939 20,765 4,174 71,811 63,955 7,856 Other income (expense) Equity in earnings of unconsolidated entities — 10 (10) 50 31 19 Loss on modification or extinguishment of debt (55,174) — (55,174) (55,174) — (55,174) Interest expense (25,200) (18,236) (6,964) (59,319) (54,477) (4,842) Other income 73 2 71 70 2 68 Total other expense (80,301) (18,224) (62,077) (114,373) (54,444) (59,929) Loss before income taxes (90,316) (24,092) (66,224) (144,554) (75,761) (68,793) Provision for (benefit from) income taxes 1,061 (767) 1,828 580 448 132 Net loss (91,377) (23,325) (68,052) (145,134) (76,209) (68,925) Less: Dividends and accretion of redeemable preferred stock 12,824 16,978 (4,154) 55,622 51,563 4,059 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (104,201) $ (40,303) $ (63,898) $ (200,756) $ (127,772) $ (72,984) 71 The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Three Months Ended September 30, Change Nine Months Ended September 30, Change (in thousands) 2025 2024 2025 2024 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (104,201) $ (40,303) $ (63,898) $ (200,756) $ (127,772) $ (72,984) Add: Provision for (benefit from) income taxes 1,061 (767) 1,828 580 448 132 Add: Equity-based compensation expense 118 103 15 278 377 (99) Add: Acquisition and transaction expenses 2,520 750 1,770 7,033 1,852 5,181 Add: Losses on the modification or extinguishment of debt and capital lease obligations 55,174 — 55,174 55,174 — 55,174 Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 247 79 168 564 1,337 (773) Add: Interest expense 25,200 18,236 6,964 59,319 54,477 4,842 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) — (8) 8 (38) (24) (14) Add: Dividends and accretion of redeemable preferred stock 12,824 16,978 (4,154) 55,622 51,563 4,059 Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items (2) 955 — 955 955 — 955 Less: Equity in earnings of unconsolidated entities — (10) 10 (50) (31) (19) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (Non-GAAP) $ (6,102) $ (4,942) $ (1,160) $ (21,319) $ (17,773) $ (3,546) ________________________________________________________ (1) Includes the following items for the three months ended September 30, 2025 and 2024: (i) net loss of $— and $(18) and (ii) interest expense of $— and $10, respectively. Includes the following items for the nine months ended September 30, 2025 and 2024: (i) net loss of $(50) and $(55) and (ii) interest expense of $12 and $31, respectively. (2) Includes the following items for the three and nine months ended September 30, 2025 and 2024: non-ordinary professional fees of $955. Revenues Total revenues decreased $1.0 million during the nine months ended September 30, 2025 primarily due to a decrease in roadside services at FYX. Expenses Total expenses increased $4.2 million during the three months ended September 30, 2025, which primarily reflects an increase in acquisition and transaction expenses of $1.8 million primarily due to higher professional fees for a potential acquisition. Total expenses increased $7.9 million during the nine months ended September 30, 2025, respectively, which primarily reflects: • an increase in general and administrative expenses of $1.5 million due to higher professional fees; and • an increase in acquisition and transaction expenses of $5.2 million primarily due to higher professional fees for a potential acquisition; partially offset by • a decrease in depreciation and amortization expense of $0.8 million primarily due to assets that became fully depreciated. Other income (expense) Total other expense increased $62.1 million and $59.9 million during the three and nine months ended September 30, 2025, respectively, due to loss on extinguishment of the Senior Notes due 2027 during the current quarter. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $1.2 million and $3.5 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above. 72 Liquidity and Capital Resources We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects. As discussed in Note 2 to the consolidated financial statements, as part of the evaluation under ASC 205-40, management reviewed its debt maturities over the next 12 months and concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support, in full, the repayment of $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) 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. Management will continue to evaluate its liquidity and financial position and update future plans accordingly. Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments. • Cash used for investing activities was $1.1 billion and $89.6 million during the nine months ended September 30, 2025 and 2024, respectively. • Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities. Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of September 30, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings. • Cash flows used in operating activities were $115.3 million and $7.2 million during the nine months ended September 30, 2025 and 2024, respectively. • During the nine months ended September 30, 2025, additional borrowings were obtained in connection with (i) the May 2025 Long Ridge Credit Agreement of $40.0 million, (ii) the June 2025 Jefferson Credit Agreement of $30.0 million, (iii) the DRP DB Term Loan of $100.0 million, (iv) the Series 2025 Bonds of $300.0 million and (v) the Bridge Loan Credit Agreement of $1.25 billion. Additionally, during the nine months ended September 30, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details). In May 2025, we used a portion of the net proceeds from the Series 2025 Bonds and DRP DB Term Loan to repay (i) the March 2025 Repauno Credit Agreement of $30.0 million, (ii) the October 2024 Jefferson Credit Agreement of $50.0 million and (iii) the DRP Revolver of $44.3 million. In August 2025, we used a portion of the net proceeds from the Bridge Loan Credit Agreement to redeem the Senior Notes due 2027. During the nine months ended September 30, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million and (ii) Series 2024 Bond Offering of $382.3 million. In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the April 2024 Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million. In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel a portion of the Tax Exempt Series 2021A Bonds of $6.0 million. We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months. None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction. In addition, from time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors. 73 Historical Cash Flow Comparison of the nine months ended September 30, 2025 and 2024 The following table compares the historical cash flow for the nine months ended September 30, 2025 and 2024: Nine Months Ended September 30, (in thousands) 2025 2024 Cash Flow Data: Net cash used in operating activities $ (115,255) $ (7,223) Net cash used in investing activities (1,096,879) (89,638) Net cash provided by financing activities 1,418,754 154,015 Net cash used in operating activities increased $108.0 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $45.2 million, (ii) changes in working capital of $84.5 million, (iii) an increase in gain on sale of subsidiaries of $120.0 million, (iv) changes in deferred income taxes of $37.3 million and (v) an increase in amortization of other comprehensive income of $14.0 million, partially offset by (i) an increase in net income of $87.1 million, (ii) an increase in depreciation and amortization of $33.6 million, (iii) an increase in loss on modification or extinguishment of debt of $50.9 million, (iv) an increase in amortization of bond discount of $5.6 million, (v) an increase in amortization of deferred financing costs of $5.0 million, (vi) an increase in asset impairment of $4.4 million, (vii) a decrease in gain on sale of easement of $3.5 million and (viii) a decrease in gain on sale of assets, net of $2.7 million. Net cash used in investing activities increased $1.0 billion, primarily due to (i) an increase in the acquisition of business of $226.6 million, (ii) an increase in proceeds from investor loan of $11.0 million, (iii) a decrease in the investment of equity instruments of $5.0 million, (iv) an increase in investment in convertible promissory notes of $31.5 million, (v) an increase in proceeds from the sale of property, plant and equipment of $2.1 million and (vi) a decrease in the acquisition of leasing equipment of $1.0 million, offset by (i) an increase in the acquisition of property, plant and equipment of $161.3 million, (ii) an increase in the investment in unconsolidated entities of $1.1 billion and (iii) a decrease in proceeds from sale of easement of $3.5 million. Net cash used in financing activities increased $1.3 billion, primarily due to (i) an increase in the payment of cash dividends on preferred stock of $15.8 million, (ii) an increase in redeemable preferred stock issuance costs of $20.6 million, (iii) an increase in payment of financing costs of $49.5 million, (iv) an increase in repayment of debt of $515.8 million and (v) an increase in repayment of preferred stock of $447.1 million, partially offset by (i) an increase in proceeds from debt of $1.3 billion, (ii) an increase in proceeds from the issuance of redeemable preferred stock of $1.0 billion, (iii) a decrease in distributions to non-controlling interests of $15.0 million, (iv) a decrease in settlement of equity-based compensation of $2.0 million and (v) an increase in proceeds from issuance of common stock of $2.7 million. Debt Obligations Refer to Note 8 of the consolidated financial statements for additional information. Contractual Obligations Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of September 30, 2025, we had outstanding principal and interest payment obligations of $3.8 billion and $1.3 billion, respectively, of which, there are $1.6 billion of principal payments due and $245.5 million of interest payments due within the next twelve months. See Note 8 to the consolidated financial statements for additional information about our debt obligations. Unrestricted subsidiaries of FTAI Infrastructure Inc., including Long Ridge Energy & Power LLC, do not guarantee nor are they subject to the restrictive covenants of the agreements governing the indebtedness of FTAI Infrastructure Inc. As of September 30, 2025, the assets of these unrestricted subsidiaries accounted for approximately 32% of our total assets. Lease Obligations —As of September 30, 2025, we had outstanding operating and finance lease obligations of $171.0 million, of which $10.0 million is due within the next twelve months. Redeemable Preferred Stock Obligations —We have dividend payments of $17.9 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for nine months. See Note 17 for additional information related to our preferred stock obligations. Other Cash Requirements —In addition to our contractual obligations, we may pay quarterly cash dividends on our common stock, which are subject to change at the discretion of our board of directors. We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash 74 on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required. See Note 2 for additional information related to other cash requirements. Critical Accounting Estimates and Policies Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively. We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value. As of October 1, 2024, for our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units. In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% as of October 1, 2024. The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads. At October 1, 2024, approximately 6.0 million barrels of storage was operational. Our discount rate for our 2024 goodwill impairment analysis was 9.5% and our assumed terminal growth rate was 2.5%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years. Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. There was no impairment of goodwill for the year ended December 31, 2024. Recent Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.