What changed in this filing

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Item 1. Business

2026-03-16 compared with 2025-03-13 · 54 added, 51 removed, 225 unchanged (32% of the section changed)

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“FTAI” or “Former Parent”).

In connection with the spin-off, FTAI Infrastructure LLC converted into FTAI Infrastructure Inc., a Delaware corporation, and acquired all of the material assets and investments that comprised FTAI's infrastructure business (“FTAI Infrastructure”).

On August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc.

common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022, and we became an independent, publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.”

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:

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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.

Through an equity method investment, 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 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.

For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue.

For the year ended December 31, 2025, our Railroad business accounted for 34% of our total revenue, our Ports and Terminals business accounted for 19% of our total revenue and our Power and Gas business accounted for 36% of our total revenue.

Corporate and other sources accounted for the remaining 11% of our total revenue.

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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 December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion.

We invest across a number of major sectors including energy, intermodal transport, ports and terminals and rail, and we may pursue acquisitions in other areas as and when opportunities arise in the future.

As of December 31, 2025, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million.

We invest across a number of major sectors including rail, energy, intermodal transport and ports and terminals, and we may pursue acquisitions in other areas as and when opportunities arise in the future.

In general, we seek to own a diverse mix of high-quality infrastructure facilities, operations and equipment within our target sectors that generate predictable cash flows in markets that we believe provide the potential for strong long-term growth and attractive returns on deployed capital.

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We have several such opportunities currently identified, including significant potential for future investment at our Jefferson Terminal, Repauno and Long Ridge sites, in addition to our other assets, as discussed below.

Our Manager has significant prior experience in all of our target sectors, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our

existing and newly-acquired assets.

These relationships include senior executives at lessors and operators, end users of transportation and infrastructure assets, as well as banks, lenders and other asset owners.

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On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”).

Under the Railway Services Agreement, for an initial term of 15 years from and after the closing of the Transtar Acquisition, Transtar will continue to provide USS with rail haulage, switching and transportation services at USS’s facilities in and around Gary, Indiana, Pittsburgh, Pennsylvania, Fairfield, Alabama, Ecorse, Michigan, Lorain, Ohio and Lone Star, Texas, including but not limited to:

Under the Railway Services Agreement, for an initial term of 15 years from and after the closing of the Transtar Acquisition, Transtar will

continue to provide USS with rail haulage, switching and transportation services at USS’s facilities in and around Gary, Indiana, Pittsburgh, Pennsylvania, Fairfield, Alabama, Ecorse, Michigan, Lorain, Ohio and Lone Star, Texas, including but not limited to:

railcar maintenance and repair services, locomotive maintenance, inspection and repair services, maintenance-of-way services, car management services, and rail and material handling services.

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(i) from the closing until the first anniversary, $85.8 million, (ii) from the first anniversary until the second anniversary, $92.3 million, (iii) from the second anniversary until the third anniversary, $94.5 million, (iv) from the third anniversary until the fourth anniversary, $103.5 million and (v) from the fourth anniversary until the fifth anniversary, $106.5 million.

The Wheeling Corporation

The Wheeling Corporation (“Wheeling”) is a holding company that owns and operates the Wheeling and Lake Erie Railway and the Akron Barberton Cluster Railway (together, “W&LE”).

W&LE is a regional freight railroad headquartered in Brewster, Ohio, and is one of the largest regional freight railroads in the United States.

It plays a critical role in freight transportation for approximately 250 customers across Ohio, Pennsylvania, West Virginia and Maryland.

W&LE operates on more than 1,000 miles of track and serves a diverse range of industries in some of the largest industrial markets in the country.

It handles over 124,000 carloads annually, shipping commodities such as energy products, aggregates, chemicals, grain, plastics, and other industrial and agricultural goods.

The railroad serves as critical infrastructure for the distribution of natural gas liquids from production facilities in Ohio and Pennsylvania to domestic and international markets.

It is also essential to the local supply chain for limestone and other aggregates.

Wheeling owns a fleet of 92 locomotives, owns or leases approximately 1,600 railcars, operates across 17 rail yards, and has a large-scale locomotive repair facility in Brewster, Ohio.

Wheeling generates ancillary revenue through right-of-way lease income, car storage (with approximately 1,000 storage spots), oil and gas royalties, and various switching and repair & maintenance services.

The railroad has national reach through its 29 interchanges with connecting railroads, including 13 interchanges with three Class I railroads and 16 interchanges with 15 different short line railroads, including two with Transtar’s Union Railroad.

Acquisition of Wheeling

On August 25, 2025, we completed the purchase of 100% of the issued and outstanding capital stock of Wheeling, for a purchase price of $1.05 billion, subject to certain customary adjustments set forth in the stock purchase agreement (the “Wheeling Acquisition”), and, after receiving U.S.

Surface Transportation Board (the “STB”) approval of the transaction, we took full control of Wheeling on December 26, 2025.

See Note 3 for additional details related to the acquisition of Wheeling.

As of December 31, 2025, Wheeling has approximately 420 employees, of which approximately 300 are subject to collective bargaining agreements.

The following primarily comprise our Ports and Terminals business:

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Its prime location and extensive optionality make Jefferson Terminal’s main port terminal well suited to provide logistics solutions to customers that include regional and global refiners, with the ability to offer a suite of services including heating, blending, storage, and multi-modal receipt and redelivery.

At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including Western Canada, the Uinta Basin, and the Permian Basin, for onward transportation to domestic destinations and international markets;

At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including the Uinta Basin, the Permian Basin, and Western Canada, for onward transportation to domestic destinations and international markets;

as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America.

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In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 605-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”).

The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia

The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia and aniline.

Jefferson Terminal owns approximately 553 acres of the land at Jefferson Terminal South and leases an additional 52 acres.

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Under the lease, Jefferson Terminal develops and operates the property.

Jefferson Terminal is currently constructing a new ship dock at Jefferson Terminal South to handle blue ammonia for an adjacently-located customer under a 15-year throughput agreement.

Jefferson Terminal has developed a new ship dock at Jefferson Terminal South to handle blue ammonia for adjacently-located customers under 15-year throughput agreements.

Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South.

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We currently hold an approximately 98% economic interest, and a 100% voting interest in DRP.

DRP is solely reliant on us to finance its activities and therefore is a variable interest entity (“VIE”).

We concluded that we are the primary beneficiary;

accordingly, DRP has been presented on a consolidated basis in the accompanying financial statements.

Prior to completion of our debt offering at Repauno in May 2025 (refer to Note 8 for additional details), DRP was solely reliant on us to finance its activities and therefore is a variable interest entity (“VIE”).

We concluded that we were the primary beneficiary and, accordingly, DRP was presented on a consolidated basis in the accompanying financial statements.

Due to the debt offering at Repauno in May 2025, Repauno is sufficiently capitalized, and therefore, is no longer considered a VIE;

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

As one of the newest marine terminals on the Delaware River, Repauno is uniquely positioned as a premier multimodal facility on the Atlantic Seaboard.

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As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments.

In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen and the development of a recycling facility on-site (see discussion of Clean Planet USA below).

In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen.

The following primarily comprise our Power and Gas business:

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During 2017, through Ohio River Partners Shareholder LLC (“ORP”), a consolidated subsidiary, FTAI purchased 100% of the interests in the assets of Long Ridge Energy & Power LLC (“Long Ridge”), which consisted primarily of land, buildings, railroad track, docks, water rights, site improvements and other rights.

In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash.

In December 2019, ORP contributed its equity interests in Long

Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash.

As a result of the sale of the interest noted above, the Company decreased its interest and no longer controlled Long Ridge but retained significant influence, and therefore used the equity method of accounting to account for its investment.

In October 2021, Long Ridge completed its construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant.

In October 2021, Long Ridge completed the construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant.

Long Ridge operates one of the Appalachian Basin’s leading multimodal energy terminals, with nearly 300 acres of flat land, two barge docks on the Ohio River, a unit-train-capable loop track and direct highway access.

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Long Ridge continues to explore its ability to eventually run its power plant on carbon-free hydrogen.

In collaboration with General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade.

In April 2022, Long Ridge became the first large scale gas power plant in the U.S.

to test blend hydrogen as a fuel.

This is also the first GE-H class turbine in the world to achieve this milestone.

Long Ridge has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices.

For initial testing of hydrogen blending, Long Ridge has access to nearby industrial byproduct hydrogen.

For the production of green hydrogen through electrolysis, Long Ridge has direct access to water from the Ohio River.

In April 2022, Long Ridge, in collaboration with General Electric, became the first large scale gas power plant in the U.S.

to test blend hydrogen as a fuel and has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices.

During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia.

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its 49.9% interest for certain equity and debt securities along with cash.

Accordingly, commencing in the first quarter of 2025, we will be fully consolidating the assets, liabilities and results of operations into our financial statements.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest.

Accordingly, commencing in the first quarter of 2025, we began fully consolidating the assets, liabilities and results of operations of Long Ridge into our financial statements.

Refer to Note 3 and the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest.

As announced previously by the Company, we are still evaluating strategic alternatives for Long Ridge, including a potential sale of Long Ridge.

The following primarily comprise our Sustainability and Energy Transition business:

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Due to an internal reorganization of GM-FTAI Holdco LLC in June 2022, we now own a 27.4% indirect equity interest in each of Gladieux and Aleon.

Clean Planet USA

Clean Planet Group

On November 19, 2021, FTAI and UK green-tech company Clean Planet Energy announced the formation of a joint venture partnership to develop Clean Planet USA ecoPlants in key North American markets.

The first Clean Planet USA ecoPlant is under development at the Repauno Port & Rail Terminal in Gibbstown, New Jersey, where the plant is planned to initially process 20,000 tons of waste plastics each year.

In addition, the Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets.

The Clean Planet USA business development team is advancing multiple projects with agreements in place for plastic-waste supply in Alabama, South Carolina and other North American markets.

Clean Planet USA ecoPlants are green recycling facilities that convert traditionally non-recyclable waste plastics into ultra-clean fuels and oils, and circular naphtha to support the manufacture of new plastics.

An ecoPlant can accept and process plastics from all classifications, including those which are almost always rejected by traditional recycling centers and sent to landfill or incineration.

An ecoPlant can accept and process plastics from most classifications, including those which are almost always rejected by traditional recycling centers and sent to landfill or incineration.

On December 22, 2025, we sold our investment in Clean Planet USA and acquired a new investment in Clean Planet USA’s parent company, Pyroplast Energy LTD (“Clean Planet Group”).

See Note 6 for further details.

In December 2021, FTAI purchased $10 million in convertible notes of CarbonFree.

CarbonFree has developed patented technologies to capture carbon dioxide from industrial emissions sources and convert it to usable and storable products.

Long Ridge-Newlight AirCarbon Facility

On June 24, 2022, Long Ridge and certain of its subsidiaries entered into agreements with a wholly owned, direct subsidiary of Newlight Technologies, Inc.

(“Newlight”), whereby Long Ridge will lease land and sell power and gas.

Newlight has developed a technology to produce AirCarbon, a naturally occurring, carbon-negative molecule called PHB that performs like plastic, but biologically degrades in natural environments.

The agreements are subject to certain conditions, including that the board of directors of Newlight will make the final investment decision regarding whether to proceed with the development of the project.

Our other opportunistic investments include:

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Our Manager frequently reviews the status of all of our assets.

In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business

development strategies.

In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business development strategies.

On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors.

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We derive a significant percentage of our revenue within specific sectors from a limited number of customers.

Specifically, we earned approximately 10%, 13% and 12% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023 from one customer within the Jefferson Terminal segment, respectively, and 32%, 50% and 51% of our consolidated revenue from one customer within the Railroad segment during the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal, Railroad and Power and Gas segments represented 41% of total accounts receivable, net.

However, we do not think that we are dependent upon any particular customer without minimum volume commitments, or that the loss of one or more of them would have a material adverse effect on our business or the relevant segment, because of our ability to replace the customers at similar contractual terms following the loss of any such customer.

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These competitors include companies in the midstream energy business, terminal operators and those involved in the transportation of bulk goods.

Specifically, our 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.

We compete with other market participants on the basis of industry knowledge, availability of capital and deal structuring experience and flexibility, among other things.

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We are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment, including those governing the discharge of pollutants to air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and noise and emission levels.

Under some environmental laws in the United States and certain other countries, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part.

Under some environmental laws in the United States

and certain other countries, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part.

In addition, changes to environmental standards or regulations in the industries in which we operate could limit the economic life of the assets we acquire or reduce their value, and also require us to make significant additional investments in order to maintain compliance.

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• Waste plastic to renewable fuel .

In November 2021, FTAI announced a joint venture with Clean Planet Energy, a UK-based green tech company, that aims to develop Clean Planet Energy USA ecoPlants in key North American markets.

In November 2021, FTAI announced a joint venture with Clean Planet Energy, a UK-based green tech company, that aims to develop Clean Planet Energy USA ecoPlants in key North American markets (refer to Note 6 for further details on this investment).

The ecoPlants will be designed to convert non-recyclable waste plastics (which are typically destined for landfill) into ultra-clean fuels and oils to support the manufacture of new plastics.

The first facility is under development at Repauno in Gibbstown, New Jersey, and is expected to initially process 20,000 tons of waste plastics each year.

• Lithium-ion battery recycling .

In September 2021, FTAI acquired a significant interest in Aleon and Gladieux.

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

Each planned location is anticipated to collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market.

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

Aleon’s initial battery recycling plant is planned to be build-out at the Freeport site owned by Gladieux, leveraging its existing assets and infrastructure.

At full ramp, the plant is expected to process approximately 110,000 tons of spent lithium-ion batteries each year.

• Hydrogen-fueled power plant .

In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General

Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.

In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.

In April 2022, Long Ridge became the first large scale gas power plant in the U.S.

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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-K

Item 1. Business