What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-03-13 · 960 added, 504 removed, 1203 unchanged (55% of the section changed)

1 unchanged sentence

Index to Financial Statements:

Consolidated and Combined Consolidated Financial Statements of FTAI Infrastructure Inc.:

Consolidated Financial Statements of FTAI Infrastructure Inc.:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated and Combined Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022

Consolidated and Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022

Consolidated and Combined Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Notes to Consolidated and Combined Consolidated Financial Statements

Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023

Consolidated Statement of Changes in Equity for the years ended December 31, 2025, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying consolidated balance sheets of FTAI Infrastructure Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated and combined consolidated statements of operations, comprehensive (loss) income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated and combined consolidated financial statements”).

In our opinion, the consolidated and combined consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Company’s disclosure of an additional measure of segment profit or loss

In Note 15 to the consolidated and combined consolidated financial statements, the Company has elected to disclose Adjusted EBITDA (Adjusted EBITDA is defined as net income (loss) attributable to stockholders and Former Parent, 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) as a segment profit or loss measure as permitted pursuant to ASC 280 and that the U.S.

Securities and Exchange Commission (SEC) defines as a non-GAAP measure.

Accordingly, we express no opinion on whether the segment profit or loss measure complies with SEC Regulation S-K, Item 10(e) and Regulation G, Item 101.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated and combined consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Goodwill - Jefferson Terminal Reporting Unit

Description of the Matter At December 31, 2025, the Company’s goodwill was $122.7 million for the Jefferson Terminal reporting unit.

As discussed in Note 2 of the consolidated and combined consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level.

Auditing the fair value estimate of the Jefferson Terminal reporting unit used in the annual goodwill impairment test was complex and highly judgmental due to the significant estimation required in determining the fair value of the Jefferson Terminal reporting unit.

In particular, the fair value estimate was sensitive to significant assumptions such as the forecasted revenue growth rates, capital expenditures and discount rate, which are affected by expectations about the Company’s ability to secure new contracts and increase volumes from existing contracts as well as expectations about the overall industry, market and economic conditions.

How We Addressed the Matter in Our Audit To test the estimated fair value of the Company’s Jefferson Terminal reporting unit for use in the goodwill impairment assessment, we performed audit procedures that included, among others, assessing the valuation methodology used and testing the significant assumptions, described above, and the completeness and accuracy of the underlying data used by the Company in its impairment test.

For example, we compared significant assumptions used by management to current industry, market and economic trends and to the historical results of the reporting unit and other guideline companies within the same industry.

As discussed in Note 2 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level.

Auditing management’s annual goodwill impairment assessment was complex and highly judgmental due to the significant estimation required in determining the fair value of the Jefferson Terminal reporting unit.

In particular, the fair value estimate was sensitive to significant assumptions inherent in the discounted estimated future cash flows, including forecasted revenue and revenue growth rates, and discount rate, which are affected by expectations about the Company’s ability to secure new contracts and increase volumes from existing contracts as well as expectations about the overall industry, market and economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Company’s Jefferson Terminal reporting unit, we performed audit procedures that included, among others, assessing the valuation methodology used and testing the significant assumptions, described above, and the completeness and accuracy of the underlying data used by the Company in its impairment test.

For example, we compared forecasted revenue and revenue growth rates used by management to current industry, market and economic trends and to the historical results of the reporting unit and other guideline companies within the same industry.

We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses to evaluate the changes in the fair value of the Jefferson Terminal reporting unit that would result from changes in the significant assumptions.

We also involved our internal valuation specialists to assist in our evaluation of the Company's valuation methodology and certain significant assumptions.

We also involved our internal valuation specialists to assist in our evaluation of the Company's valuation methodology and certain significant assumptions, including the discount rate.

Acquisition of Long Ridge Energy & Power LLC

Description of the Matter As discussed in Notes 3 and 9 to the consolidated financial statements, on February 26, 2025, the Company acquired control of Long Ridge Energy & Power (“Long Ridge”).

Prior to obtaining control of Long Ridge, the Company accounted for its investment in Long Ridge under the equity method.

The transaction was accounted for as a step acquisition as defined by ASC 805.

Auditing the Company’s accounting for the acquisition was complex due to significant estimation uncertainty in determining the fair value of the acquired proved developed and unproved gas properties, as well as the power generation plant.

The Company used the income approach to estimate the fair value of the assets noted above.

Key assumptions included forecasted revenue growth rates, discount rates, projected capacity factors and projected net gas production which are affected by expectations of future market conditions, actual production volume, regulatory changes, and commodity price volatility.

These significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s business combination process, including controls over management’s review of the significant assumptions described above.

To test the estimated fair values, we performed audit procedures that included, among others, involving our valuation specialists to assist in evaluating the appropriateness of the Company’s valuation methodology and certain significant assumptions used in the model, such as the discount rates, as well as assessing the completeness and accuracy of the underlying data.

We compared certain significant assumptions, including the forecasted revenue growth rates, projected capacity factors and projected net gas production, to current industry, market, and economic trends, to the historical results of the acquired business and to other guidelines companies within the same industry.

Acquisition of The Wheeling Corporation

Description of the Matter As discussed in Notes 3 and 9 to the consolidated financial statements, on December 26, 2025, the Company completed the acquisition of The Wheeling Corporation (“Wheeling).

Prior to obtaining control of Wheeling, the Company accounted for its investment in Wheeling under the equity method.

The purchase consideration has been preliminarily allocated to the assets acquired and liabilities assumed.

Auditing the Company’s accounting for the acquisition was complex due to significant estimation uncertainty in determining the preliminary fair value of bridges and tunnels, and track and track related assets.

The Company used a replacement cost approach and market approach to estimate the fair value of the assets noted above.

The significant assumptions used to estimate the fair value included estimated acreage and market value per acre, as well as the condition and unit construction cost of bridges and tunnels.

These significant assumptions are based on available information and could be affected by future economic and market conditions.

To test the estimated fair values of the assets described above, we performed audit procedures that included, among others, involving our valuation specialists to assist in evaluating the appropriateness of the Company’s valuation methodology and significant assumptions used, including the market value per acre, estimated acreage and the unit construction costs of bridges and tunnels.

We compared significant assumptions used in the model to geographic, industry and market data, as well as comparable transactions.

We also tested the completeness and accuracy of the underlying data supporting the significant assumptions.

/s/ Ernst & Young LLP

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Operating lease liabilities 12 9,108 7,172

Derivative liabilities 10 34,381 —

Other current liabilities 2 20,363 18,603

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Operating lease liabilities 12 71,000 60,893

Derivative liabilities 10 189,116 —

Warrant liabilities 18 81,599 —

Deferred income tax liabilities 15 300,231 9,639

Other liabilities 44,000 57,465

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Commitments and contingencies 20 — —

Redeemable preferred stock ($ 0.01 par value per share;

200,000,000 shares authorized;

300,000 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively;

Redeemable preferred stock Series A ($ 0.01 par value per share;

200,000,000 total preferred shares authorized;

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

redemption amount of $ — million and $ 431.8 million as of December 31, 2025 and December 31, 2024, respectively)

16 381,218 325,232

Redeemable convertible preferred stock Series B ($ 0.01 par value per share;

200,000,000 total preferred shares authorized;

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

redemption amount of $ 192.0 million and $ — million as of December 31, 2025 and December 31, 2024)

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

1,000,000 total preferred shares authorized;

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

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

FTAI INFRASTRUCTURE INC.

CONSOLIDATED BALANCE SHEETS

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

Common stock ($ 0.01 par value per share;

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Total liabilities, redeemable preferred stock and equity $ 5,748,661 $ 2,374,388

See accompanying notes to the consolidated and combined consolidated financial statements.

See accompanying notes to the consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF OPERATIONS

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

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Total expenses 494,551 430,993 364,847

Other (expense) income

Equity in losses of unconsolidated entities 5 ( 55,496 ) ( 24,707 ) ( 67,399 )

Gain (loss) on sale of assets, net 2,370 6,855 ( 1,603 )

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 6 12,303 ( 55,496 ) ( 24,707 )

Gain on sale of assets, net 128,842 2,370 6,855

Loss on modification or extinguishment of debt ( 59,323 ) ( 8,925 ) ( 2,036 )

Interest expense ( 265,914 ) ( 122,108 ) ( 99,603 )

Other income (expense) 20,904 6,586 ( 3,169 )

Other income 20,751 20,904 6,586

Total other expense ( 163,341 ) ( 163,255 ) ( 112,905 )

Loss before income taxes ( 155,372 ) ( 262,751 ) ( 157,280 )

Provision for income taxes 13 3,313 2,470 4,468

(Benefit from) provision for income taxes 15 ( 3,318 ) 3,313 2,470

Net loss ( 152,054 ) ( 266,064 ) ( 159,750 )

Net loss attributable to non-controlling interests in consolidated subsidiaries ( 44,880 ) ( 42,419 ) ( 38,414 )

Preferred dividends and accretion on redeemable non-controlling interests 44,607 — —

Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400

Net loss attributable to stockholders/Former Parent $ ( 294,459 ) $ ( 183,736 ) $ ( 177,241 )

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ ( 207,403 ) $ ( 294,459 ) $ ( 183,736 )

Net loss attributable to common stockholders 19 $ ( 260,406 ) $ ( 294,459 ) $ ( 183,736 )

Loss per share:

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Diluted 115,214,910 108,217,871 102,960,812

See accompanying notes to the consolidated and combined consolidated financial statements.

See accompanying notes to the consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Dollars in thousands)

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Net loss $ ( 152,054 ) $ ( 266,064 ) $ ( 159,750 )

Other comprehensive (loss) income:

Other comprehensive (loss) income related to equity method investees ( 2,523 ) 123,845 ( 149,078 )

Changes in pension and other postretirement benefit accounts (1)

Other comprehensive income (loss):

Other comprehensive income (loss) related to derivatives (1)

70,787 ( 2,523 ) 123,845

Total other comprehensive income (loss) 21,464 121,618 ( 144,669 )

Changes in pension and other employee benefit accounts (2)

( 4,354 ) 23,987 ( 2,227 )

Total other comprehensive income 66,433 21,464 121,618

Comprehensive loss ( 85,621 ) ( 244,600 ) ( 38,132 )

Comprehensive loss attributable to non-controlling interests ( 44,880 ) ( 42,419 ) ( 38,414 )

Comprehensive (loss) income attributable to stockholders/Former Parent $ ( 202,181 ) $ 282 $ ( 298,253 )

Comprehensive (loss) income attributable to stockholders $ ( 40,741 ) $ ( 202,181 ) $ 282

______________________________________________________________________________________

(1) Net of deferred tax expense of $ 1.9 million, $ — and $ — for the years ended December 31, 2024, 2023 and 2022, respectively.

See accompanying notes to the consolidated and combined consolidated financial statements.

(1) Net of deferred tax expense of $ 9.2 million, $ — million and $ — million for the years ended December 31, 2025, 2024 and 2023, respectively.

(2) Net of deferred tax expense of $ — million, $ 1.9 million and $ — million for the years ended December 31, 2025, 2024 and 2023, respectively.

See accompanying notes to the consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Dollars in thousands)

Common Stock Net Former Parent Investment Additional Paid in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Non-Controlling Interests in Equity of Consolidated Subsidiaries Total Equity

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

Equity - December 31, 2022 $ 994 $ 911,599 $ ( 60,837 ) $ ( 300,133 ) $ ( 26,829 ) $ 524,794

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Total comprehensive loss — — ( 121,336 ) 121,618 ( 38,414 ) ( 38,132 )

Net transfers from Former Parent ( 617,321 ) ( 617,321 )

Distribution by Former Parent 994 ( 907,533 ) 906,539 —

Acquisition of subsidiary ( 953 ) ( 3,495 ) ( 4,448 )

Contributions from non-controlling interests 731 731

Distributions to non-controlling interests ( 1,647 ) ( 1,647 )

Issuance of warrants 13,750 13,750

Issuance of Manager options 18,127 18,127

Issuance of common shares 12 16 28

Dividends and accretion of redeemable preferred stock ( 62,400 ) ( 62,400 )

Dividends declared on common stock ( 12,372 ) ( 12,372 )

Distributions to Manager ( 78 ) ( 78 )

Settlement of equity-based compensation ( 1,629 ) ( 534 ) ( 2,163 )

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Total comprehensive (loss) income — — ( 223,645 ) 21,464 ( 42,419 ) ( 244,600 )

Acquisition of consolidated subsidiary ( 953 ) ( 3,495 ) ( 4,448 )

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

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Issuance of common shares 24 2,692 2,716

Issuance of warrants 1,012 1,012

Issuance of Manager options 7,358 7,358

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

Dividends and accretion of redeemable preferred stock ( 100,229 ) ( 100,229 )

Dividends declared on common stock ( 13,831 ) ( 13,831 )

Settlement of equity-based compensation ( 2,906 ) ( 426 ) ( 3,332 )

Settlement of equity instruments ( 4,106 ) ( 1,944 ) ( 6,050 )

Equity-based compensation 3,140 8,090 11,230

Equity - December 31, 2025 $ 1,163 $ 623,771 $ ( 512,992 ) $ ( 90,618 ) $ ( 167,561 ) $ ( 146,237 )

See accompanying notes to the consolidated and combined consolidated financial statements.

See accompanying notes to the consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

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Net loss $ ( 152,054 ) $ ( 266,064 ) $ ( 159,750 )

Adjustments to reconcile net loss to cash provided by (used in) operating activities:

Equity in losses of unconsolidated entities 55,496 24,707 67,399

(Gain) loss on sale of assets, net ( 2,370 ) ( 6,855 ) 1,603

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

Equity in (earnings) losses of unconsolidated entities ( 12,303 ) 55,496 24,707

Gain on sale of subsidiaries ( 128,921 ) — —

Loss (gain) on sale of assets, net 79 ( 2,370 ) ( 6,855 )

Loss on modification or extinguishment of debt 59,323 8,925 2,036

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Change in fair value of non-hedge derivatives 603 — 1,125

Amortization of financing costs 6,248 6,769 4,393

Bad debt expense 863 1,977 575

Change in fair value of warrants ( 4,234 ) — —

Amortization of deferred financing costs 10,988 6,248 6,769

Amortization of bond discount 23,336 8,682 4,853

Amortization of other comprehensive income ( 20,092 ) — —

Paid-in-kind interest expense 5,829 — —

Provision for (recovery) credit losses ( 888 ) 863 1,977

Accounts receivable ( 9,920 ) 2,133 2,840

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Accounts payable and accrued liabilities 51,745 20,970 8,553

Derivative liabilities ( 67,006 ) — —

Other liabilities ( 3,413 ) ( 7,001 ) 1,125

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Acquisition of property, plant and equipment ( 280,526 ) ( 79,536 ) ( 99,022 )

Investment in investor loan 11,001 — —

Investment in promissory notes — ( 31,438 ) ( 36,044 )

6 unchanged sentences

FTAI INFRASTRUCTURE INC.

CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

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Payment of financing costs ( 62,051 ) ( 11,438 ) ( 8,834 )

Proceeds from issuance of redeemable preferred stock — — 291,000

Proceeds from issuance of common shares 2,694 — —

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

Redeemable preferred stock issuance costs ( 21,197 ) — —

Distributions to Manager — — ( 78 )

Capital contributions from non-controlling interests — — 731

Repayment of preferred stock ( 447,121 ) — —

Distributions to non-controlling interests ( 1,314 ) ( 15,039 ) ( 1,647 )

Settlement of equity-based compensation ( 6,050 ) ( 3,335 ) ( 2,161 )

Net transfers to (from) Former Parent — — ( 617,321 )

Cash dividends - common stock ( 13,831 ) ( 13,124 ) ( 12,372 )

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Cash paid for interest, net of capitalized interest $ 219,634 $ 94,396 $ 88,411

Cash paid for taxes 457 459 379

Supplemental disclosure of non-cash investing and financing activities:

Acquisition of property, plant and equipment $ ( 46,494 ) $ ( 48,607 ) $ ( 1,670 )

Acquisition of business ( 285,977 ) — —

Dividends and accretion of redeemable preferred stock — ( 56,150 ) ( 60,642 )

Conversion of interests in unconsolidated subsidiaries — — ( 21,302 )

Non-cash change in equity method investment ( 2,523 ) 123,845 ( 149,078 )

Dividends and accretion of redeemable preferred stock - NCI ( 44,607 ) — —

Financing fees — ( 16,158 ) —

See accompanying notes to the consolidated and combined consolidated financial statements.

See accompanying notes to the consolidated financial statements.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

3 unchanged sentences

“FTAI” or “Former Parent”).

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

Additionally, we own and lease shipping containers (“Containers”) and operate a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries (“FYX”).

The Company owns and operates (i) eight freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (“Transtar” and newly acquired “Wheeling” (see Note 3)), (ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (“Jefferson Terminal”), (iii) a deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities (“Repauno”), (iv) a multi-modal terminal located along the Ohio River with multiple industrial development opportunities, including a power plant (“Long Ridge”), and (v) an equity method investment in two ventures developing battery and metal recycling technology (“Aleon” and “Gladieux”).

Additionally, we operate a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries (“FYX”).

We have five reportable segments:

(i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas, and (v) Sustainability and Energy Transition, which all operate in the infrastructure sector (see Note 17).

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.” The Company is headquartered in New York, New York.

We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” The Company is headquartered in New York, New York.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation:

Consolidated and Combined Consolidated Financial Statements

The Company’s financial statements for the periods through the Spin-off Date are combined consolidated financial statements.

The Company’s financial statements for the periods after the Spin-off Date through December 31, 2024 are consolidated financial statements based on the reported results of FTAI Infrastructure Inc.

as a standalone company.

The historical results of operations and cash flows of FTAI Infrastructure represented in the combined consolidated financial statements may not be indicative of what they would have been had FTAI Infrastructure actually been a separate standalone entity during such periods, nor are they necessarily indicative of our future results of operations and cash flows.

Basis of Presentation:

Prior to Spin-off

The Company’s financial statements for the periods through the Spin-off Date were prepared on a standalone basis as if the operations had been conducted independently from the Former Parent and have been derived from the consolidated financial statements and accounting records of the Former Parent.

Accordingly, Former Parent’s net investment in our operations (Net Former Parent investment) was shown in lieu of stockholders’ equity in the accompanying combined consolidated financial statements, which include the historical operations comprising the infrastructure business of FTAI.

Prior to the Spin-off Date, the combined consolidated financial statements include certain assets and liabilities that have historically been held by the Former Parent but are specifically identifiable or otherwise attributable to FTAI Infrastructure.

All significant intercompany transactions between Former Parent and FTAI Infrastructure have been included as components of Net Former Parent investment in the combined consolidated financial statements, as they are to be considered effectively settled upon effectiveness of the spin-off.

The combined consolidated financial statements are presented as if our businesses had been combined for all periods presented prior to the Spin-off date.

Principles of Combination —FTAI Infrastructure had elected the principles of combined consolidated financial statements as the basis of presentation for the periods through the Spin-off Date due to common ownership and management of the entities, which includes the financial results of the Railroad, Jefferson Terminal, Repauno, Power and Gas, and Sustainability and Energy Transition segments.

Cash and Cash Equivalents —The cash and cash equivalents reflected in the financial statements through the Spin-off Date are cash and cash equivalents that were legally held by FTAI Infrastructure during the periods presented in the financial statements and are directly attributed to and used in the operations of FTAI Infrastructure.

Debt and the Corresponding Interest Expense —The debt reflected in the financial statements through the Spin-off Date was debt that was directly attributable to, and legally incurred by, FTAI Infrastructure.

The corresponding interest expense presented in the financial statements was derived solely from the debt directly attributed to FTAI Infrastructure.

Corporate Function —For the periods through the Spin-off Date, the combined consolidated financial statements include all revenues and costs directly attributable to FTAI Infrastructure and an allocation of certain expenses.

The Former Parent was externally managed by FIG LLC (the “Manager”), an affiliate of Fortress Investment Group LLC (“Fortress”), which performed the Former Parent’s corporate function, and incurred a variety of expenses including, but not limited to, information technology, accounting, treasury, tax, legal, corporate finance and communications.

For purposes of the Combined Consolidated Statements

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

of Operations, an allocation of these expenses was included to reflect our portion of such corporate overhead from the Former Parent.

The charges reflected have either been specifically identified or allocated based on an estimate of time spent on FTAI Infrastructure.

These allocated costs were recorded in general and administrative, and acquisition and transaction expenses in the Combined Consolidated Statements of Operations.

We believe the assumptions regarding allocations of the Former Parent’s Corporate expenses are reasonable.

Nevertheless, the allocations may not be indicative of the actual expense that would have been incurred had FTAI Infrastructure operated as an independent, standalone public entity, nor are they indicative of the Company’s future expenses.

Actual costs that may have been incurred if FTAI Infrastructure had been a standalone company would depend on a number of factors, including the organizational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

The Former Parent funded FTAI Infrastructure’s operating and investing activities as needed.

Cash transfers to and from the Former Parent are reflected in the Combined Consolidated Statements of Cash Flows as “Net transfers from Former Parent”.

Refer to Note 14 for additional discussion on corporate costs allocated from the Former Parent that are included in these combined consolidated financial statements.

Subsequent to the Spin-off Date, the Company operated as a standalone company based on actual expenses incurred.

Basis of Accounting —The accompanying consolidated financial statements are prepared in accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) and include the accounts of us and our subsidiaries.

Principles of Consolidation —We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary.

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Use of Estimates —The preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated and combined consolidated financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from the Former Parent during the period prior to the spin-off.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

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

Liquidity —As disclosed in Note 19, subsequent to December 31, 2024, the Company has (i) extended the maturity dates of its EB-5 and EB-5.2 Loan Agreements to January 25, 2027 and March 10, 2027, respectively, (ii) amended its October 2024 Jefferson Credit Agreement to include the option to extend its maturity date to April 1, 2026 and (iii) executed an additional loan agreement for $30.0 million at its Repauno segment that will be due July 18, 2025 and includes the option to extend its maturity date to April 1, 2026.

Notwithstanding these actions, Management concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to meet its obligations as they become due, when including cash dividend payments on its Series A Preferred Stock.

However, Management has approved a plan to accrue paid-in-kind dividends on the Series A Preferred Stock which would preclude the payment of future dividends on common stock, excluding the common dividend that our board of directors declared on February 27, 2025 that will be paid on March 26, 2025 (see Note 19).

In addition, Management will exercise the options to extend the maturity dates of the debt instruments noted above, as needed.

Liquidity —Subsequent to September 30, 2025, we have (i) refinanced the Bridge Loan Credit Agreement with the Term Loan Credit Agreement (see Note 21 for additional details), (ii) paid down the Jefferson June 2025 Credit Agreement and (iii) entered into a binding Commitment Agreement (the “Backstop Agreement”) dated March 16, 2026, pursuant to which we may, at our sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $ 255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility (see Note 21 for additional details).

As disclosed in Note 8, the Company has significant debt obligations, which it continues to actively manage.

As part of our evaluation under ASC 205-40, management reviewed its forecasted cash flows including debt maturities over the next 12 months and concluded that the Company’s current liquidity, forecasted cash flows from operations and completed financing transactions are not sufficient to allow the Company to meet its obligations as they become due including repayment of the $ 218 million Jefferson Taxable Series 2024B Bonds upon their maturity (see Note 8 for additional detail).

While management intends to refinance the $ 218 million Jefferson Taxable Series 2024B Bonds with long term financing, if such plans are not met, the Company would draw on the Backstop Agreement to pay off the Jefferson Taxable Series 2024B Bonds due July 1, 2026.

Additionally, management’s plan includes exercising existing contractual options to extend the DRP DB Term Loan of $ 106 million, the first tranche of EB-5 Loan Agreement of $ 26 million, and the second tranche of EB-5 Loan Agreement of $ 9.7 million that will extend maturities to May 30, 2028, January 25, 2028, and March 11, 2028, respectively.

Management concluded that such plans are probable of being implemented and 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.

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Variable Interest Entities —The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment.

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Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development.

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

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DRP is solely reliant on us to finance its activities and therefore is a VIE.

We concluded that we are the primary beneficiary and, accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated and combined consolidated financial statements.

Total VIE assets of DRP were $ 341.6 million and $ 305.0 million, and total VIE liabilities of DRP were $ 88.5 million and $ 52.7 million as of December 31, 2024 and 2023, respectively.

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

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

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

Total VIE assets of DRP were $ 341.6 million, and total VIE liabilities of DRP were $ 88.5 million as of December 31, 2024.

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

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

Cash and Cash Equivalents —We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

Restricted Cash and Cash Equivalents —Restricted cash and cash equivalents consists of cash in money market funds and other permitted highly liquid short term investments that can be used for principal, interest and project funding pursuant to the requirements of certain of our debt agreements (see Note 7) and other qualifying construction projects at Jefferson Terminal.

Property, Plant and Equipment, Leasing Equipment and Depreciation —Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows:

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Scrap value at end of useful life

Buildings and site improvements 20 - 30 years

Buildings and improvements 20 - 30 years

Scrap value at end of useful life

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Scrap value at end of useful life

15 - 40 years

Terminal machinery and equipment 15 - 25 years from date of manufacture

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We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted.

Natural Gas Operations

Property and Related Depletion —The Company follows the successful efforts method of accounting for costs incurred in the exploration and development of oil and gas producing activities.

All development costs, including lease acquisition costs, are capitalized.

The Company capitalizes exploratory drilling costs until a determination is made that the well or project has either found proved reserves or is dry.

After an exploratory well has been drilled and found oil and natural gas reserves, a determination may be pending as to whether the oil and natural gas quantities can be classified as proved.

In those circumstances, the Company continues to capitalize the drilling costs pending the determination of proved status if (i) the well has found a sufficient

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quantity of reserves to justify its completion as a producing well and (ii) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project.

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

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

Capitalized costs are amortized using the unit-of-production method based on total proved reserves.

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles, and operating and development cost assumptions.

Asset Impairments —Oil and natural gas proved properties periodically are assessed for possible impairment in accordance with ASC Topic 360, Property, Plant and Equipment.

The Company monitors its oil and natural gas properties as well as the market and business environments in which it operates and makes assessments about events that could result in potential impairment issues.

Such potential events may include, but are not limited to, commodity price declines, unanticipated increases in operating costs, and lower than expected production performance.

If a material event occurs, the Company makes an estimate of undiscounted future cash flows to determine whether the asset is impaired.

Impairment losses are recognized when the estimated discounted future cash flows are less than the current net book values of the properties.

If the asset is impaired, the Company will record an impairment loss for the difference between the net book value of the properties and the fair value of the properties.

The fair value of the properties typically is estimated using discounted cash flows.

The Company also may recognize impairments of capitalized costs for unproved properties in accordance with ASC Topic 932 – Extractive Activities – Oil and Gas.

The greatest portion of these costs generally relates to the leasehold acquisitions.

The costs are capitalized and periodically evaluated for recoverability, based on changes brought about by exploration activities, changes in economic factors and potential shifts in business strategy.

Capitalized Interest —The interest cost associated with major development and construction projects is capitalized and included in the cost of the project.

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Repairs and Maintenance —Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred.

Our repairs and maintenance expenses were $ 20.1 million, $ 19.2 million and $ 13.4 million during the years ended December 31, 2024, 2023 and 2022, respectively, and are included in Operating expenses in the Consolidated and Combined Consolidated Statements of Operations.

Our repairs and maintenance expenses were $ 26.2 million, $ 20.1 million and $ 19.2 million during the years ended December 31, 2025, 2024 and 2023, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

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

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The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.

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

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

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Other Current Assets —Other current assets is comprised of:

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December 31, 2024

Commodities inventory

Note receivable

Notes receivable $ 13,605 $ —

Prepaid expenses

Purchase deposits 3,817 —

Other receivables

Inventory 1,269 311

Total other current assets

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For the year ended December 31, 2024, the Company determined that its note receivable from an investment included in the Sustainability and Energy Transition segment should be impaired due to the investment continuing to generate operating losses and not achieving expected results.

The related impairment charge is recorded in Asset impairment charges in the Consolidated and Combined Consolidated Statements of Operations for the year ended December 31, 2024.

Other Assets —Other assets consists of a note receivable of $ 11.9 million and $ 11.7 million as of December 31, 2024 and 2023, respectively, from CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable.

The Company records interest income, which is included in Other income (expense) in the Consolidated and Combined Consolidated Statements of Operations, on this note receivable using the contractual interest rate.

Other assets also consists of capitalized contract costs of $ 18.6 million and $ 17.6 million as of December 31, 2024 and 2023, respectively.

The related impairment charge is recorded in Asset impairment charges in the Consolidated Statements of Operations for the year ended December 31, 2024.

Accounts Payable and Accrued Liabilities —Accounts payable and accrued liabilities primarily include payables relating to construction projects, interline payables to other railroads, accrued compensation, interest and payables to the Manager.

Other Current Liabilities —Other current liabilities primarily include environmental liabilities of $ 0.5 million and $ 0.5 million, insurance premium liabilities of $ 5.0 million and $ 3.2 million, and deferred revenue of $ 8.3 million and $ 5.8 million as of December 31, 2024 and 2023, respectively.

Other Current Liabilities —Other current liabilities primarily include insurance premium liabilities of $ 2.7 million and $ 5.0 million and deferred revenue of $ 11.5 million and $ 8.3 million as of December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025, the Company recognized revenue of $ 2.5 million that was included in the deferred revenue balance at the beginning of the year.

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.

Goodwill —Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar, FYX and Long Ridge Energy Power LLC.

As of December 31, 2025, the carrying amount of goodwill within the Jefferson Terminal, Railroad, Corporate and Other and Power and Gas segments was $ 122.7 million, $ 147.2 million, $ 5.4 million and $ 90.3 million, respectively.

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.

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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, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar and FYX reporting units and concluded that it was more likely than not that the fair value of the Transtar and FYX reporting units exceeded their respective carrying values.

As of October 1, 2025, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar, FYX and Long Ridge Energy & Power LLC reporting units and concluded that it was more likely than not that the fair value of the Transtar, FYX and Long Ridge Energy & Power LLC reporting units exceeded their respective carrying values.

Therefore, no quantitative impairment evaluation was completed.

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This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates.

The estimates

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.

The fair value estimate was sensitive to certain assumptions inherent in the discounted estimated future cash flows, including forecasted revenue and revenue growth rates and discount rate.

Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment

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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.

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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 2025 goodwill impairment analysis was 10.0 % and our assumed terminal growth rate was 2.5 %.

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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.

We expect the Jefferson Terminal reporting unit to continue to grow and 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.

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Customer relationship intangible assets are amortized on a straight-line basis over their useful lives as the pattern in which the asset’s economic benefits are consumed cannot reliably be determined.

Customer relationship intangible assets have useful lives ranging from 5 to 15 years, no estimated residual value, and amortization is recorded as a component of Depreciation and amortization in the Consolidated and Combined Consolidated Statements of Operations.

The weighted-average remaining amortization period for customer relationships was 126 months and 138 months as of December 31, 2025 and 2024, respectively.

Redeemable Preferred Stock —We classify the Series A Preferred Stock ("Redeemable Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders.

The carrying value of the Redeemable Preferred Stock is accreted to the redemption value at the earliest redemption date, which has been determined to be August 1, 2030.

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

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

The Series A Preferred Stock was redeemed during the third quarter of 2025 (see Note 18 for details).

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

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

Convertible Preferred Stock —We classify the Series B Preferred Stock ("Convertible Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to a change in control provision that would trigger redemption.

The Series B Preferred Stock is not currently probable of becoming redeemable;

as a result, the issuance costs and PIK dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets.

The Company will adjust earnings (loss) per share for the dividends on an as converted basis.

Deferred Financing Costs —Costs incurred in connection with obtaining long-term financing are capitalized and amortized to interest expense over the term of the underlying loans.

Unamortized deferred financing costs of $ 21.9 million and $ 14.8 million as of December 31, 2025 and 2024, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 6.2 million, $ 6.8 million and $ 4.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in Interest expense in the Consolidated and Combined Consolidated Statements of Operations.

Amortization expense was $ 11.0 million, $ 6.2 million and $ 6.8 million for the years ended December 31, 2025, 2024 and 2023, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

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

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Interline revenues are recognized as the transportation movements occur.

Our ancillary services revenue primarily relates to demurrage and storage services.

Demurrage represents charges assessed by railroads for the detention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day

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Our ancillary services revenue primarily relates to demurrage and storage services.

Demurrage represents charges assessed by railroads for the retention of cars by shippers or receivers of freight beyond a specified free time and is recognized on a per day basis.

Storage services revenue is earned for the provision of storage of shippers’ railcars and is generally recognized on a per day, per car basis, as the storage services are provided.

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Revenues are typically invoiced for each repair and generally have 30-day payment terms.

Gas Revenues —The Company’s natural gas revenues are based on actual sales volumes of commodities sold by Diversified Energy Inc.

(“Diversified”).

Diversified owns the portions of certain Long Ridge natural gas wells not owned by Long Ridge, operates all Long Ridge’s natural gas wells and markets excess natural gas not required for plant operations to various end users in the open market.

The Company has concluded that the control transfers to the natural gas operator at the point of delivery (i.e., wellhead or the inlet of the operating entity’s system) and revenue is recognized when control transfers.

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

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

Certain transmission losses, transmission congestion fees, and other fees incurred by PJM are netted into revenue.

Power revenues are recognized upon generation of the electricity and simultaneous consumption by the customer.

Revenue is recognized based on the invoiced amount which is equal to the value of Long Ridge’s performance obligation satisfied with the customer.

Long Ridge participates in PJM’s capacity market and provides a stated quantity of capacity and generates electricity as required during the performance period.

Long Ridge receives payment for and recognizes revenue with respect to Long Ridge’s capacity commitments ratably over the term of its capacity commitments.

Other Revenue —Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials.

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Our performance of service and right to invoice corresponds with the value delivered to our customers.

Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract.

The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract.

Other revenues are typically invoiced and paid on a monthly basis.

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During the year ended December 31, 2025, revenues from one customer in each of the Railroad and Jefferson Terminal segments accounted for $ 159.5 million and $ 52.3 million, respectively.

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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.

As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48 % of total accounts receivable, net.

As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56 % of total accounts receivable, net.

We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions.

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Acquisition and Transaction Expenses —Acquisition and transaction expense is comprised of costs related to business combinations, dispositions and terminated deal costs related to asset acquisitions, including advisory, legal, accounting, valuation and other professional or consulting fees.

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Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive loss at December 31, 2025 are as follows:

Equity method investee Pension and other postretirement benefit accounts Total

Derivatives Equity method investee Pension and other postretirement benefit accounts Total

Balance at beginning of period $ — $ ( 182,983 ) $ 25,932 $ ( 157,051 )

Other comprehensive income (loss) before reclassification ( 2,523 ) 22,490 $ 19,967

Other comprehensive loss before reclassification ( 107,944 ) ( 633 ) ( 2,191 ) ( 110,768 )

Amounts reclassified from accumulated other comprehensive loss ( 4,252 ) 183,616 ( 2,163 ) 177,201

Net current period other comprehensive loss, net of tax ( 2,523 ) 23,987 $ 21,464

Accumulated other comprehensive loss $ ( 182,983 ) $ 25,932 $ ( 157,051 )

Net current period other comprehensive (loss) income, net of tax ( 112,196 ) 182,983 ( 4,354 ) 66,433

Accumulated other comprehensive (loss) income $ ( 112,196 ) $ — $ 21,578 $ ( 90,618 )

Reclassifications out of accumulated other comprehensive loss during 2025 were immaterial.

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Balance at beginning of period $ ( 180,460 ) $ 1,945 $ ( 178,515 )

Other comprehensive income (loss) before reclassification 123,845 ( 2,129 ) $ 121,716

Other comprehensive (loss) income before reclassification ( 2,523 ) 22,490 19,967

Amounts reclassified from accumulated other comprehensive loss — 1,497 1,497

Net current period other comprehensive loss, net of tax 123,845 ( 2,227 ) $ 121,618

Accumulated other comprehensive loss $ ( 180,460 ) $ 1,945 $ ( 178,515 )

Net current period other comprehensive (loss) income, net of tax ( 2,523 ) 23,987 21,464

Accumulated other comprehensive (loss) income $ ( 182,983 ) $ 25,932 $ ( 157,051 )

Reclassifications out of accumulated other comprehensive loss during 2024 were immaterial.

Comprehensive (Loss) Income —Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive (loss) income represents net loss, as presented in the Consolidated and Combined Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive (loss) income related to cash flow hedges of our equity method investees and changes in pension and other postretirement benefit accounts.

Comprehensive (Loss) Income —Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners.

Our comprehensive (loss) income represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive income (loss) related to derivatives and changes in pension and other postretirement benefit accounts.

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

Derivative Financial Instruments

Electricity Derivatives — Our equity method investee, Long Ridge, enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures.

Electricity Derivatives — Long Ridge, enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures.

Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price.

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

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

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

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Cash Flow Hedges

Certain of these derivative instruments are designated and qualify as cash flow hedges.

Our share of the derivative's gain or loss is reported as Other comprehensive (loss) income related to equity method investees in our Consolidated and Combined Consolidated Statements of Comprehensive Income (Loss) and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

The change in our equity method investment balance related to derivative gains or losses on cash flow hedges is disclosed as a Non-cash change in equity method investment in our Consolidated and Combined Consolidated Statements of Cash Flows.

Prior to our acquisition of 100% of Long Ridge Energy & Power LLC on February 26, 2025 (“the Long Ridge Energy & Power LLC acquisition date”), our share of the derivative's gain or loss was reported as Other comprehensive income (loss) related to derivatives in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets.

The change in our equity method investment balance related to derivative gains or losses on cash flow hedges was disclosed as a Non-cash change in equity method investment in our Consolidated Statements of Cash Flows.

Subsequent to the Long Ridge Energy & Power LLC acquisition date, the derivative's gain or loss is reported as Other comprehensive income in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated deficit in our Consolidated Balance Sheets.

The derivative's realized gain or loss is reported through Net loss included in Cash flows from operating activities within our Consolidated Statements of Cash Flows.

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

Derivatives Not Designated As Hedging Instruments

Certain of these derivative instruments are not designated as hedging instruments for accounting purposes.

Our share of the change in fair value of these contracts is recognized in Equity in losses of unconsolidated entities in the Consolidated and Combined Consolidated Statements of Operations.

The cash flow impact of derivative contracts that are not designated as hedging instruments is recognized in Equity in losses of unconsolidated entities in our Consolidated and Combined Consolidated Statements of Cash Flows.

Income Taxes —Prior to the spin-off, we were taxed as a disregarded entity for U.S.

federal income tax purposes and our taxable income or loss generated was allocated to investors by our Former Parent, which was treated as a partnership for U.S.

federal income tax purposes.

In addition, certain of our subsidiaries were taxed as separate corporations for U.S.

federal income tax purposes.

The income tax provision included in the consolidated and combined consolidated financial statements prior to the spin-off was prepared on a separate return method.

Post spin-off, FTAI Infrastructure’s tax structure, certain return elections and assertions are different, including a single consolidated federal tax filing in the U.S., and therefore the income taxes presented prior to the spin-off in the consolidated and combined consolidated financial statements are not expected to be indicative of the Company’s future income taxes.

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Certain of these derivative instruments are not designated as hedging instruments for accounting purposes, prior to the acquisition of Long Ridge.

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

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

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

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

Income Taxes —Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S.

federal and state corporate income tax in locations where they conduct business.

We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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Some of our entities file income tax returns in the U.S.

federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions.

federal jurisdiction and various state jurisdictions.

The income tax returns filed by us and our subsidiaries are subject to examination by the U.S.

federal, state and foreign tax authorities.

federal and state tax authorities.

We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits.

Interest and penalties on uncertain tax positions are included as a component of the Provision for income taxes in the Consolidated and Combined Consolidated Statements of Operations.

Interest and penalties on uncertain tax positions are included as a component of the (Benefit from) provision for income taxes in the Consolidated Statements of Operations.

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

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Refer to Note 14 for additional discussion on the pension and postretirement benefit plans.

Recent Accounting Pronouncements —In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures.

This ASU requires entities to provide additional disclosures around significant segment expenses that are regularly provided to the chief operating decision maker, as well as an amount and description of its composition of other segment items.

This standard is effective retrospectively for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We adopted this guidance in the fourth quarter of 2024, and it did not have a material impact on our consolidated and combined consolidated financial statements and related disclosures.

Unadopted Accounting Pronouncements —In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.

Recent Accounting Pronouncements —In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.

This ASU incorporates certain Securities and Exchange Commission (“SEC”) disclosure requirements related to various subtopics into the FASB Accounting Standards Codification.

This standard is effective for each subtopic amendment on the date that the SEC removes the related disclosure requirement from Regulation S-X or Regulation S-K, with early adoption prohibited.

We adopted this guidance in the first quarter of 2025, and it did not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures.

This ASU enhances the transparency and decision usefulness of income tax disclosures by expanding the disclosures of an entity’s income tax rate reconciliation and disaggregation of income taxes paid and income tax expense.

This standard is effective prospectively for all public entities for annual periods beginning after December 15, 2024, with early adoption and retrospective application permitted.

We are currently assessing the impact this guidance will have on our consolidated and combined consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

We adopted this guidance in the fourth quarter of 2025 prospectively, which included expanded income tax disclosures in Note 15.

Unadopted Accounting Pronouncements — In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

This ASU requires additional financial statement disclosures for disaggregated information of certain expense line items on the face of the income statement, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization of capitalized costs recognized as part of oil- and gas-producing activities.

This standard is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption and either prospective or retrospective application permitted.

We are currently assessing the impact this guidance will have on our consolidated and combined consolidated financial statements and related disclosures.

In January 2025, the FASB issued ASU 2025-01, which clarified the effective date of ASU 2024-03.

This ASU requires additional financial statement disclosures for disaggregated information of certain expense line items on the face of the income

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statement, including purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization of capitalized costs recognized as part of oil- and gas-producing activities.

These standards are effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption and either prospective or retrospective application permitted.

We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of an entity’s risk management activities.

This standard is effective prospectively for all public entities for annual periods beginning December 15, 2026, and interim periods within those annual periods, with early adoption permitted.

We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities, to provide guidance on how business entities should recognize, measure, and present government grants that it receives.

This standard is effective for all public entities for annual periods beginning after December 15, 2028, and interim periods within those annual periods, with early adoption permitted and may be applied using a modified prospective, modified retrospective, or retrospective approach.

We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements, which is intended to improve the navigability of the required interim disclosures, clarify when they are applicable, and provide additional guidance on what disclosures are required by GAAP to be included in interim reporting periods.

The standard also establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity.

This standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for all public entities with early adoption permitted.

We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, to address suggestions received from stakeholders on the Accounting Standards Codification and to make other incremental improvements to U.S.

The amendments in this update represent changes to the Codification that (i) clarify, (ii) correct errors, or (iii) make minor improvements, and make the Codification easier to understand and apply.

The standard is effective either prospectively or retrospectively for annual periods beginning after December 15, 2026, and interim periods within those annual periods with early adoption permitted.

We are currently assessing the impact this guidance will have on our consolidated financial statements and related disclosures.

ACQUISITION OF SUBSIDIARIES

Acquisition of Long Ridge Energy & Power LLC

On February 26, 2025, the Company entered into a purchase agreement with certain affiliates of GCM Grosvenor Inc.

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

This transaction resulted in a controlling 100% ownership in Long Ridge Energy & Power LLC.

Consideration to GCM for the acquisition included (i) Long Ridge Energy & Power LLC issuing a $ 20.0 million promissory note to an affiliate of GCM, (ii) cash consideration of $ 9.0 million paid by the Company and (iii) 160,000 shares of newly formed Series B Convertible Junior Preferred Stock issued by the Company to certain affiliates of GCM at a fair value of $ 160.0 million.

Additionally, the Company had a pre-existing shareholder loan outstanding with Long Ridge for $ 106.0 million that was settled with the transaction.

Long Ridge Energy & Power LLC operates within the Power and Gas reportable segment.

See Note 17 for additional information.

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

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

This transaction was accounted for as a “step acquisition” (as defined by U.S.

GAAP) and, as such, the Company remeasured its pre-existing equity interest in Long Ridge immediately prior to the completion of the acquisition to its estimated fair value of $ 189.8 million.

The results of Long Ridge since the acquisition date have been included in the Company’s consolidated financial statements.

In accordance with accounting for a step acquisition, the Company recognized a gain of $ 120.0 million, which is included in Gain on sale of assets, net in the Consolidated Statements of Operations.

There was also an income tax benefit of $ 9.2 million recorded as part of Accumulated other comprehensive loss in the Consolidated Balance Sheets that was reclassified to (Benefit from) provision for income taxes in the Consolidated Statements of Operations.

In connection with the acquisition, we recorded $ 2.2 million of acquisition and transaction expense during the year ended December 31, 2025, which is included in Acquisition and transaction expenses in the Consolidated Statements of Operations.

In accordance with ASC 805, Business Combinations, the following fair values assigned to underlying assets acquired and liabilities assumed are based on management’s estimates and assumptions.

The assumptions used to estimate the fair value of proved developed and unproved gas properties, as well as the power generation plant included forecasted revenue growth rates,

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discount rates, projected capacity factors and projected net gas production.

These assumptions could be affected by expectations of future market conditions, actual production, regulatory changes, and commodity price volatility.

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

February 26, 2025

Fair value of assets acquired:

Cash and cash equivalents $ 17,205

Restricted cash 218,422

Accounts receivable 12,364

Property, plant and equipment 1,516,873

Intangible assets 1,000

Other assets 11,855

Total assets acquired 1,777,719

Fair value of liabilities assumed:

Accounts payable and accrued liabilities 54,699

Debt 1,115,200

Derivative liabilities 197,795

Other liabilities 15,628

Total liabilities assumed 1,383,322

Total purchase consideration $ 484,734

________________________________________________________

(1) This goodwill is assigned to the Power and Gas segment and is not tax deductible for income tax purposes.

In the fourth quarter of 2025, the Company recorded an adjustment of $ 35.5 million to goodwill of the Power and Gas segment for a measurement period adjustment related to completing its analysis of acquired tax attributes upon filing the 2024 income tax return.

The following table presents the fair value of the identifiable intangible assets and their estimated useful lives:

Estimated useful life in years Fair value

Customer relationships 15

Total $ 1,000

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

Estimated remaining useful life in years Fair value

Construction in progress N/A

Unproved properties N/A

Proved developed properties N/A

Power generation 12 - 37

Computer software 2

Land and improvements N/A

Buildings 10 - 39

Machinery & equipment 2 - 37

Track and track related assets 8 - 34

Vehicles 2 - 3

Total $ 1,516,873

Acquisition of The Wheeling Corporation

On August 25, 2025 (the “Closing Date”), FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, closed the previously announced transactions contemplated by the stock purchase agreement, dated as of August 6, 2025 (the “Wheeling

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Purchase Agreement”), between RR Holdings (as successor-in-interest to Percy Acquisition LLC (“Percy”)) and WLE Management Partners, L.P.

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

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

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

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

Additional consideration paid for the Wheeling Acquisition included $ 49.8 million to paydown finance leases that Wheeling previously held, as well as $ 10.4 million for transaction costs related to the acquisition, which were capitalized as part of the original equity method investment classified as Investment - The Wheeling Corporation in the Consolidated Balance Sheets.

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

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

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

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

Surface Transportation Board (the “STB”).

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

The Voting Trust terminated upon STB approval of RR Holdings’ control authority over Wheeling & Lake Erie Railway Company (“WLE”) and Akron Barberton Cluster Railway Company (“AB”), both wholly-owned subsidiaries of Wheeling.

On the Closing Date, in connection with the Wheeling Acquisition, RR Holdings issued (i) 1,000,000 newly-created Series A Preferred Units (“Series A Preferred Stock - RailCo”) (see Note 18) and (ii) 172,500 Series A Warrants (“Series A Warrants - RailCo”) (see Note 18) representing the right to purchase, on the terms and subject to the conditions set forth in the Wheeling Purchase Agreement, 172,500 common units of RR Holdings at an initial exercise price of $ 857.748 per unit, for an aggregate purchase price of $ 1.0 billion.

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

The Bridge Loan will mature on August 24, 2026.

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

On December 26, 2025, following STB approval our acquisition of Wheeling, we took full control of Wheeling, at which time we fully consolidated Wheeling into our consolidated financial statements.

As we initially accounted for our investment in Wheeling as an equity method investment, we remeasured our pre-existing equity interest in Wheeling immediately prior to the completion of the acquisition to its estimated fair value of $ 1.12 billion.

The results of Wheeling since the acquisition date have been included in the Company’s consolidated financial statements.

In connection with the acquisition, we recorded $ 0.1 million of acquisition and transaction expense during the year ended December 31, 2025, which is included in Acquisition and transaction expenses in the Consolidated Statements of Operations.

In accordance with ASC 805, Business Combinations, the following fair values assigned to underlying assets acquired and liabilities assumed are based on management’s estimates and assumptions, which will be refined during the measurement period as needed.

The assumptions used to estimate the preliminary fair value of the bridges and tunnels, track and track related assets included estimated acreage and market value per acre, as well as the condition and unit construction cost of bridges and tunnels.

These assumptions are based on available information as of the reporting date and could be affected by further validation of assumptions during the measurement period.

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(Dollars in tables in thousands, unless otherwise noted)

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

December 26, 2025

Fair value of assets acquired:

Cash and cash equivalents $ 21,432

Restricted cash 3,893

Accounts receivable 19,222

Operating lease right-of-use assets, net 65,927

Property, plant and equipment 1,289,151

Other assets 27,758

Total assets acquired 1,427,383

Fair value of liabilities assumed:

Accounts payable and accrued liabilities 22,034

Operating lease liabilities 12,228

Deferred tax liabilities 273,419

Other liabilities 1,882

Total liabilities assumed 309,563

Total preliminary purchase consideration $ 1,117,820

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

Estimated remaining useful life in years Fair value

Construction in progress N/A $ 6,768

Land N/A 165,862

Buildings and improvements 2 - 16

Bridges and tunnels 18 - 50

Terminal machinery and equipment 2 - 15

Track and track related assets 2 - 40

Computer hardware and software 2 - 4

Railcars and locomotives 3 - 30

Total $ 1,289,151

The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available.

The preliminary measurement of assets and liabilities are subject to change.

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

A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocated.

Supplemental Pro Forma Information (Unaudited)

The unaudited financial information in the table below summarizes the combined results of operations of FTAI Infrastructure, Long Ridge Energy & Power LLC and The Wheeling Corporation on a pro forma basis, as though the companies had been combined as of January 1, 2024.

These pro forma results were based on estimates and assumptions which we believe are reasonable.

The pro forma adjustments are primarily comprised of the following:

• The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment acquired;

• Elimination of intercompany transactions between consolidated companies;

• Impacts of debt assumed, including interest for debt issued, removal of interest for eliminated debt and removal of eliminated amortization of deferred financing costs;

• Associated tax-related impacts of adjustments.

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The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of January 1, 2024.

Year Ended December 31,

Total revenue $ 710,602 $ 591,561

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock ( 402,167 ) ( 393,295 )

LEASING EQUIPMENT, NET

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Depreciation expense for leasing equipment $ 1,607 $ 1,422 $ 1,148

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Sales-Type Leases

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Lease payments will increase based on an inflation escalator and be treated as variable lease payments as they occur.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in Gain (loss) on sale of assets in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2023.

We also recorded $ 0.8 million and $ 0.1 million of interest income which is included in Revenues in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2024 and 2023, respectively.

At lease commencement, we recorded $ 6.6 million of gain on sales-type lease which is recorded in Gain on sale of assets, net in the Consolidated Statements of Operations during the year ended December 31, 2024.

We also recorded $ 0.8 million and $ 0.8 million of interest income which is included in Revenues in the Consolidated Statements of Operations during the year ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, we recorded $ 8.8 million and $ 8.1 million of lease receivable and $ 0.8 million and $ 0.8 million of unguaranteed residual value which are included in Other assets on the Consolidated Balance Sheets, as well as $ 0.8 million and $ 0.8 million of short-term lease receivable which is included in Other current assets on the Consolidated Balance Sheets, respectively.

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Total lease receivable

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PROPERTY, PLANT AND EQUIPMENT, NET

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Terminal machinery and equipment 1,357,502 1,211,272

Proved oil and gas properties 304,716 —

Unproved oil and gas properties 144,455 —

Power plant 850,489 —

Track and track related assets 335,850 109,871

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Property, plant and equipment, net $ 4,581,771 $ 1,653,468

We had net additions of property, plant and equipment of $ 97.1 million and $ 27.3 million during the years ended December 31, 2024 and 2023, respectively, which primarily consisted of machinery and equipment placed in service or under development at Jefferson Terminal and Repauno, as well as railcars purchased at Transtar.

During the year ended December 31, 2023, $ 5.0 million of track and bridges was purchased by Transtar from Long Ridge Energy & Power LLC, our equity method investment.

Long Ridge Energy & Power LLC recorded a $ 2.2 million gain on sale of assets, which was eliminated upon equity pick-up (see Note 5).

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We had net additions of property, plant and equipment of $ 3.1 billion and $ 97.1 million during the years ended December 31, 2025 and 2024, respectively, which is primarily due to the acquisitions of Long Ridge Energy & Power LLC in February 2025 and The Wheeling Corporation in December 2025.

Depreciation expense for property, plant and equipment was $ 126.8 million, $ 71.6 million, and $ 72.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Intermodal Finance I, Ltd.

Equity method 51.0 % $ — $ —

Equity method See below $ — $ —

Long Ridge Energy & Power LLC (1)

Equity method 50.1 % — —

Long Ridge West Virginia LLC Equity method 50.1 % 116 6,825

Equity method See below — —

Long Ridge West Virginia LLC Equity method See below — 116

GM-FTAI Holdco LLC Equity method See below — —

Clean Planet Energy USA LLC Equity method 50.0 % 12,413 10,136

Pyroplast Energy LTD

Equity method 46.8 % 22,243 —

Clean Planet Energy USA LLC Equity method See below — 12,413

$ 22,243 $ 12,529

______________________________________________________________________________________

(1) The carrying value of $( 18.2 ) million and $( 29.3 ) million as of December 31, 2024 and 2023, respectively, is included in Other liabilities in the Consolidated Balance Sheets.

We did not recognize any other-than-temporary impairments for the years ended December 31, 2024, 2023 and 2022.

(1) The carrying value of $( 18.2 ) million as of December 31, 2024 is included in Other liabilities in the Consolidated Balance Sheets.

As of December 31, 2025, Long Ridge Energy & Power LLC was consolidated as we own 100%.

We did not recognize any other-than-temporary impairments for the years ended December 31, 2025, 2024 and 2023 besides what has been described below.

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The following table presents our proportionate share of equity in earnings (losses):

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Clean Planet Energy USA LLC ( 374 ) ( 1,338 ) ( 2,529 )

Pyroplast Energy LTD

The Wheeling Corporation 9,223 — —

Total $ 12,303 $ ( 55,496 ) $ ( 24,707 )

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We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met.

As of December 31, 2024, Intermodal owns a portfolio of approximately 134 shipping containers subject to multiple operating leases.

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

The related gain was recorded in Other income in the Consolidated Statements of Operations during the year ended December 31, 2025.

Long Ridge Energy & Power LLC

In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9 % interest (the “Long Ridge Transaction”) for $ 150.0 million in cash, plus an earn out.

We no longer have a controlling interest in Long Ridge but still maintain significant influence through our retained interest and, therefore, now account for this investment in accordance with the equity method.

Following the sale, we deconsolidated ORP, which held the assets of Long Ridge.

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The Company made an additional $ 31.4 million of investment in Long Ridge as part of the shareholder loan agreement during the year ended December 31, 2024.

As of December 31, 2024 and 2023, the balance of the note receivable was $ 114.8 million and $ 71.0 million, respectively, recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheets.

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The tables below present summarized fin ancial information for Long Ridge Energy & Power LLC:

Balance Sheet 2024 2023

Current assets:

Cash and cash equivalents $ 1,511 $ 3,362

Restricted cash 20,284 23,691

Accounts receivable, net 6,889 5,633

Other current assets 6,229 7,357

Total current assets 34,913 40,043

Property, plant, and equipment, net 805,720 828,232

Intangible assets, net 3,800 4,180

Goodwill 86,460 86,460

Other assets 5,286 4,041

Total assets $ 936,179 $ 962,956

Current liabilities:

Accounts payable and accrued liabilities $ 31,453 $ 49,538

Debt, net 4,450 4,450

Derivative liabilities 57,870 39,891

Other current liabilities 299 2,136

Total current liabilities 94,072 96,015

Debt, net 754,658 699,372

Derivative liabilities 348,203 360,710

Other liabilities 2,750 4,941

Total liabilities 1,199,683 1,161,038

Total equity ( 263,504 ) ( 198,082 )

Total liabilities and equity $ 936,179 $ 962,956

Year Ended December 31,

Statement of Operations 2024 2023 2022

Revenue $ 110,200 $ 154,290 $ 50,230

Operating expenses 53,811 61,154 61,835

Depreciation and amortization 47,199 49,502 51,243

Interest expense 70,178 61,332 53,409

Total expenses 171,188 171,988 166,487

Other income (expense)

604 801 ( 4,577 )

$ ( 60,384 ) $ ( 16,897 ) $ ( 120,834 )

As of December 31, 2024, $ 114.8 million was recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet.

On February 26, 2025, the shareholder loan was consolidated and eliminated in consolidation.

On February 26, 2025, the Company entered into a purchase agreement with certain affiliates of GCM Grosvenor Inc.

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

The Company owns 100% of Long Ridge Energy & Power LLC as of December 31, 2025.

GM-FTAI Holdco LLC

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

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

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Additionally, GM-FTAI Holdco LLC continues to generate operating losses and has not achieved expected results.

Therefore, the Company determined that the equity value should be fully written off of the Consolidated Balance Sheet as of December 31, 2024.

The related impairment charge is recorded in Asset impairment charges in the Consolidated and Combined Consolidated Statements of Operations for the year ended December 31, 2024.

Therefore, the Company determined that the equity value should be fully written off of the

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Consolidated Balance Sheet as of December 31, 2024.

The related impairment charge of $ 72.3 million is recorded in Asset impairment charges in the Consolidated Statements of Operations for the year ended December 31, 2024.

For the year ended December 31, 2024, the Company also determined that its note receivable from GM-FTAI Holdco LLC should be impaired due to the investment continuing to generate operating losses and not achieving expected results.

The related impairment charge was recorded in Asset impairment charges in the Consolidated Statements of Operations for the year ended December 31, 2024.

On August 17, 2025, Gladieux Metals Recycling LLC and Aleon Renewable Metals LLC filed voluntary petitions for relief under Chapter 11 of the U.S.

Bankruptcy Code in the U.S.

Bankruptcy Court for the Southern District of Texas.

Clean Planet Energy USA LLC

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The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil.

We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares.

We accounted for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares.

We sold our interest in CPE as of December 22, 2025 and recorded a Gain on sale of assets, net of $ 8.9 million in the Consolidated Statements of Operations.

See below for further information.

Pyroplast Energy LTD

On December 22, 2025, FIP exchanged its prior investments in Clean Planet Energy USA LLC to acquire a 49.9 % voting share and 46.8 % equity ownership in Pyroplast Energy LTD (“Clean Planet Group”).

In addition, FIP issued an interest-bearing senior loan to Clean Planet Group to fund the future business plan.

The equity investment and senior loan had a fair value of $ 22.3 million and $ 10.1 million, respectively, as of December 22, 2025.

The senior loan is recorded in Other assets in the Consolidated Balance Sheets as of December 31, 2025.

We account for our investment in Clean Planet Group as an equity method investment as we have significant influence through our equity ownership.

Long Ridge West Virginia LLC

In November 2023, we sold a 49.9 % interest in Long Ridge West Virginia LLC (“Long Ridge WV”), previously a wholly owned subsidiary, for $ 7.5 million in cash.

Long Ridge WV is a VIE as defined in U.S.

Long Ridge WV is a VIE as defined under U.S.

GAAP, but we are not the primary beneficiary.

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We recorded our investment in the legal entity at the cost basis of $ 7.2 million as of November 17, 2023.

On February 19, 2025, Long Ridge Energy & Power LLC completed a comprehensive refinancing of its business.

As part of the refinancing, Long Ridge WV, a company owned by the Company and GCM in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100 % owned subsidiary of Long Ridge.

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

The Wheeling Corporation

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

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

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

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

On December 26, 2025, the STB approved our acquisition of Wheeling, at which time we obtained control of the entity and accounted for the acquisition as a business combination using the acquisition method of accounting (see Note 3 for further details).

Equity Investments

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The warrants are exercisable only if certain conditions are met over the next two years after the date of the investment.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The warrants will be accounted for as equity securities.

3 unchanged sentences

As of December 31, 2025, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

INTANGIBLE ASSETS, NET

1 unchanged sentence

December 31, 2025

Jefferson Terminal Railroad Total

Power and Gas Railroad Total

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

6 unchanged sentences

Total intangible assets, net $ — $ 46,229 $ 46,229

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

Classification in Consolidated and Combined Consolidated Statements of Operations Year Ended December 31,

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

Classification in Consolidated Statements of Operations

Year Ended December 31,

2025 2024 2023

4 unchanged sentences

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

7 unchanged sentences

11/5/26 $ — $ 44,250

EB-5 Loan Agreement 5.75 % (i) 1/25/26

DRP DB Term Loan (3)

8.50 % 11/30/26 105,828 —

Bridge Loan Credit Agreement (2) (4)

(i) Base Rate + 3.00 %;

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

8/24/26 1,227,294 —

EB-5 Loan Agreement (3)

5.75 % (i) 1/25/27

(iii) 11/16/27 63,800 63,800

Jefferson Credit Agreement October 2024 (2)

(i) Base Rate + 3.00 %;

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

7/18/25 — 49,056

Jefferson Credit Agreement (2)

Jefferson Credit Agreement June 2025 (4)

(i) Base Rate + 3.00 %;

1 unchanged sentence

8/31/26 30,000 —

RailCo Revolver

(i) Base Rate + 2.00 %;

(ii) Base Rate + 3.00 % (Term SOFR)

11/17/28 50,000 —

Long Ridge Acquiom Loan

15.75 % 6/7/26 22,371 —

Long Ridge GCM Note

12.00 % 2/26/28 20,000 —

Long Ridge CanAm Loan

6.75 % 9/13/29 115,200 —

Long Ridge Credit Agreement

(i) Base Rate + 3.50 %;

(ii) Base Rate + 4.50 % (Term SOFR)

2/19/32 397,000 —

Total loans payable

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Bonds payable

Series 2020 Bonds (i) Tax Exempt Series 2020A Bonds:

Series 2020 Bonds (2)

(i) Tax Exempt Series 2020A Bonds:

(ii) Tax Exempt Series 2020A Bonds:

140,753 143,165

Series 2021 Bonds (i) Tax Exempt Series 2021A Bonds:

Series 2021 Bonds (2)

(i) Tax Exempt Series 2021A Bonds:

1.875 % to 3.00 %

7 unchanged sentences

(i) 1/1/39 to

378,458 368,513

Series 2025 Bonds (2)

(i) Tax Exempt Series 2025 Bonds:

(ii) Tax Exempt Series 2025 Bonds:

Senior Notes due 2027 (2)

10.500 % 6/1/27 — 581,169

Senior Notes due 2032 8.75 % 2/15/32 600,000 —

Total bonds payable 1,764,538 1,445,532

2 unchanged sentences

Total debt, net $ 3,774,173 $ 1,587,835

Total principal debt due within one year

Principal debt due within one year

$ 66,987 $ 50,000

(1) Requires a quarterly commitment fee at a rate of 1.000 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.

Debt issuance costs ( 1,549 ) $ ( 1,406 )

Total principal debt, net due within one year

$ 65,438 $ 48,594

______________________________________________________________________________________

(1) Required a quarterly commitment fee at a rate of 1.000 % on the average daily unused portion, as well as customary letter of credit fees and agency fees.

(2) Includes an unamortized discount of $ 36,313 and $ 33,557 at December 31, 2025 and 2024, respectively.

(3) See discussion below in Note 8 for extension options related to these debt obligations.

(4) See Note 21 for details related to the refinancing of the Bridge Loan Credit Agreement and Backstop Agreement for the Series 2024 Bonds.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

As of December 31, 2025 and 2024, the weighted average interest rates on our short-term borrowings were 9.65 % and 8.61 %, respectively.

As disclosed in this footnote and Note 21, we have contractual extension options, subsequent refinancing and a commitment letter.

Accordingly, we have classified certain debt obligations due within one year as long term.

DRP Revolver —On November 5, 2018, our subsidiary entered into a revolving credit facility (the “DRP Revolver”) that provides for revolving loans in the aggregate amount of $ 25.0 million.

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The DRP Revolver includes financial covenants requiring the maintenance of (i) consolidated cash balance of at least $ 3.0 million at each quarter end date, and (ii) consolidated tangible net worth of at least $ 180.0 million at each quarter end date in 2022, $ 190.0 million in 2023, and $ 200.0 million thereafter.

In May 2025, we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full the DRP Revolver.

EB-5 Loan Agreement —On January 25, 2021, Jefferson Terminal entered into a non-recourse loan agreement under the U.S.

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The maximum aggregate principal amount available under the EB-5 Loan Agreement is $ 61.2 million, of which $ 26.1 million was available under the first tranche and $ 35.1 million was available under the second tranche.

The loans mature in five years from the funding of each individual tranche with an option to extend the maturity for both tranches by two one-year periods.

If the option to extend the maturity is exercised, the interest rate will increase to 6.25 % from 5.75 % for the extension period.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The loans mature in five years from the funding of each individual tranche.

On March 11, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.2 Loan Agreement”).

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The maximum aggregate principal amount available under the EB-5.3 Loan Agreement is $ 28.0 million.

Each of the three EB-5 loans include an option to extend the maturity by two one-year periods.

If the option to extend the maturity is exercised, the interest rate will increase to 6.25 % from 5.75 % for the extension period.

On February 3, 2025, Jefferson Terminal exercised its option to extend the maturity of its EB-5 Loan Agreement and EB-5.2 Loan Agreement by one year to January 25, 2027 and March 10, 2027, respectively.

Transtar Revolver —On December 27, 2022, our subsidiary entered into a revolving credit facility (the “Transtar Revolver”) that provided for revolving loans in the aggregate amount of $ 25.0 million.

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In July 2023, we issued an additional $ 100.0 million aggregate principal amount of 10.500 % Senior Notes due 2027 (see below), and used a portion of the net proceeds to repay in full and terminate the Transtar Revolver.

We recognized a loss on extinguishment of debt of $ 0.9 million in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2023 .

We recognized a loss on extinguishment of debt of $ 0.9 million in the Consolidated Statements of Operations during the year ended December 31, 2023 .

Series 2020 Bonds —On February 11, 2020, Jefferson Terminal issued Series 2020 Bonds in an aggregate principal amount of $ 264.0 million (“Jefferson Refinancing”).

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The Tax Exempt Series 2020A Bonds maturing on January 1, 2050 ($ 131.4 million aggregate principal amount) bear interest at a fixed rate of 4.00 %.

The Taxable Series 2020B Bonds will mature on January 1, 2025 and bear interest at a fixed rate of 6.00 %.

Jefferson Terminal used a portion of the net proceeds from this offering to refund, redeem and defease certain indebtedness, and used a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities, to fund certain reserve and funded interest accounts related to the Series 2020 Bonds, and to pay for or reimburse certain costs of issuance of the Series 2020 Bonds.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Series 2021 Bonds —On August 18, 2021, Jefferson Terminal issued $ 425.0 million aggregate principal amount of Series 2021 Bonds, which are designated as $ 225.0 million of Series 2021A Dock and Wharf Facility Revenue Bonds (the “Series 2021A Bonds”) and $ 200.0 million of Series 2021B Taxable Facility Revenue Bonds (the “Taxable Series 2021B Bonds”).

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In July 2023, we issued an additional $ 100.0 million aggregate principal amount of 10.500 % Senior Notes due 2027 (see below), and used a portion of the net proceeds to repay the Credit Agreement in full.

We recognized a loss on extinguishment of debt of $ 1.1 million in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2023.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

We recognized a loss on extinguishment of debt of $ 1.1 million in the Consolidated Statements of Operations during the year ended December 31, 2023.

Senior Notes due 2027 —In connection with the spin-off, we issued $ 500.0 million aggregate principal amount of Senior Notes due 2027 (the “2027 Notes”).

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These notes have identical terms as the original Senior Notes due 2027, other than with respect to the date of issuance and the issue price, and bear interest at a rate of 10.500 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year.

April 2024 Jefferson Credit Agreement

On April 2, 2024, certain subsidiaries within the Jefferson Terminal segment entered into a credit agreement (the “April 2024 Jefferson Credit Agreement”), providing for a $ 75.0 million term loan facility, which matures at the earlier of (i) December 13, 2024 or (ii) 30 days prior to the date on which the first cash dividend payment on preferred equity is paid, and bears interest at the Applicable Margin of 4.00 % plus Adjusted Term SOFR.

In June 2024, we completed an offering of Series 2024 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the April 2024 Jefferson Credit Agreement.

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

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

October 2024 Jefferson Credit Agreement

On October 18, 2024, our Jefferson Terminal segment entered into a credit agreement (the “October 2024 Jefferson Credit Agreement”), providing for a $ 50.0 million term loan facility, which matures at the earlier of (i) July 18, 2025 or (ii) after December 31, 2024, the date on which a cash dividend payment on our preferred stock is paid or is required to be paid pursuant to the terms of such preferred stock, and bears interest at 4.00 % plus the applicable forward-looking term rate based on SOFR.

On March 11, 2025, our Jefferson Terminal segment amended its October 2024 Credit Agreement to include two options to extend the maturity date to (i) January 1, 2026 and subsequently to (ii) April 1, 2026.

In May 2025, we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the October 2024 Jefferson Credit Agreement.

Tender Offer for Series 2020A and Series 2021A Bonds

3 unchanged sentences

On August 30, 2024, we repurchased and cancelled an additional $ 6.0 million of the Tax Exempt Series 2021A Bonds.

We wrote off $ 0.2 million of deferred financing costs during the period and recognized a gain on extinguishment of debt of $ 0.9 million from this transaction in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2024 .

We wrote off $ 0.2 million of deferred financing costs during the period and recognized a gain on extinguishment of debt of $ 0.9 million from this transaction in the Consolidated Statements of Operations during the year ended December 31, 2024 .

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Series 2024 Bonds

9 unchanged sentences

We recognized a loss on modification of debt of $ 6.0 million from the Series 2024 Bonds and a loss on extinguishment of debt of $ 3.2 million from the repayment of the April 2024 Jefferson Credit Agreement in connection with this transaction.

For the year ended December 31, 2024, we recognized an additional loss on extinguishment of debt of $ 0.6 million from the repayment of the April 2024 Jefferson Credit

For the year ended December 31, 2025, we recognized an additional loss on extinguishment of debt of $ 0.6 million from the repayment of the April 2024 Jefferson Credit Agreement.

In conjunction with the repayment associated with the April 2024 Jefferson Credit Agreement, we wrote off $ 1.8 million of deferred financing costs during the period.

Long Ridge Energy & Power LLC Senior Secured Notes due 2032, GCM Note, CanAm Loan and Credit Agreement

On May 17, 2024, Long Ridge WV entered into a new loan agreement with CanAm Pennsylvania Regional Center, LP XI (“CanAm”).

The transaction closed on September 13, 2024.

CanAm has agreed to provide up to $ 115.2 million to Long Ridge WV.

This loan is to mature on September 13, 2029 and has a current interest rate of 6.75 %.

As of December 31, 2025, Long Ridge WV has fully drawn on the outstanding balance of the loan.

On February 19, 2025, Long Ridge Energy LLC, a subsidiary of Long Ridge Energy & Power LLC, closed its private offering of $ 600.0 million aggregate principal amount of 8.750 % senior secured notes due 2032 (the “Notes”).

The Notes were issued at an issue price equal to 100.00 % of principal, plus accrued interest from and including February 19, 2025.

The Notes will mature on February 15, 2032.

The Notes are jointly and severally guaranteed on a senior secured basis by Long Ridge Energy Generation LLC, a Delaware limited liability company (“PowerCo”), and Ohio GasCo LLC, a Delaware limited liability company (“GasCo”).

On February 19, 2025, Long Ridge entered into a credit agreement to borrow senior secured term loans (the “New Term Loans”) for an aggregate principal amount of $ 400.0 million.

The New Term Loans bear interest at SOFR plus 4.50 % per annum and mature on February 19, 2032.

The New Term Loans are jointly and severally guaranteed on a senior secured basis by PowerCo and GasCo.

On February 26, 2025, Long Ridge Energy & Power LLC entered into a note to borrow (the “GCM Note”) an aggregate principal amount of $ 20.0 million.

The GCM Note bears interest at 12.00 % per annum and matures on February 26, 2028.

March 2025 Repauno Credit Agreement

On March 11, 2025, our Repauno segment entered into a credit agreement, providing for a $ 30.0 million term loan facility, which matures on July 18, 2025 with the option to extend the maturity date to April 1, 2026, and bears interest at the sum of 4.00 % plus the SOFR as administered by the Federal Reserve Bank of New York.

In May 2025, we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the March 2025 Repauno Credit Agreement.

May 2025 Long Ridge Credit Agreement

On May 7, 2025, our Power and Gas segment entered into a credit agreement (“Long Ridge Acquiom Loan”) providing for a $ 40.0 million loan facility, which matures on June 7, 2026, and bears interest at 15.75 %.

On September 5, 2025, December 2, 2025 and December 23, 2025, we paid down $ 4.3 million, $ 12.2 million and $ 2.4 million of the loan, respectively.

The Long Ridge Acquiom Loan included financial covenants requiring a balance of $ 12.5 million of unrestricted cash and cash equivalents of Long Ridge Energy and Power LLC.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

In conjunction with the repayment associated with the April 2024 Jefferson Credit Agreement, we wrote off $ 1.8 million of deferred financing costs during the period.

Series 2025 Bonds and DRP DB Term Loan

On May 28, 2025, certain subsidiaries within the Repauno segment, and the New Jersey Economic Development Authority, completed their previously announced offering of $ 300.0 million principal amount of Series 2025 Bonds (the “Tax Exempt Series 2025 Bonds”).

Concurrently with the closing of the Tax Exempt Series 2025 Bonds, Repauno entered into a senior secured credit agreement for an aggregate principal amount of $ 100.0 million of Taxable Term Loans (the “DRP DB Term Loan”).

Certain subsidiaries within the Repauno segment pledged certain assets in support of the Series 2025 Bonds and DRP DB Term Loan.

The Tax Exempt Series 2025 Bonds consist of:

• $ 150.0 million principal amount of Term Bonds maturing on January 1, 2035, and bearing interest at a fixed rate of 6.375 % per annum, and

• $ 150.0 million principal amount of Term Bonds maturing on January 1, 2045, and bearing interest at a fixed rate of 6.625 % per annum.

The DRP DB Term Loan will mature in 18 months from initial funding, and bear interest at a fixed rate of 8.50 % per annum, with an option to PIK at 9.50 %.

We have the option to extend the maturity date by three six-month periods.

Additionally, there was a $ 6.0 million Letter of Credit (“LOC”) issued to the Company in accordance with this transaction.

The LOC was not drawn upon as of December 31, 2025.

Repauno used a portion of the net proceeds from the Tax Exempt Series 2025 Bonds to repay the March 2025 Repauno Credit Agreement and pay for or reimburse the cost of development, construction and acquisition of certain facilities.

The Company also used a portion of the net proceeds from the DRP DB Term Loan to repay the DRP Revolver and October 2024 Jefferson Credit Agreement in full.

We recognized a loss on modification of debt of (i) $ 0.7 million from the repayment of the October 2024 Jefferson Credit Agreement, (ii) $ 2.6 million from the repayment of the March 2025 Repauno Credit Agreement and (iii) $ 0.7 million from the repayment of the DRP Revolver in connection with this transaction.

June 2025 Jefferson Credit Agreement

On June 30, 2025, our Jefferson Terminal segment entered into a credit agreement, providing for a $ 30.0 million term loan facility, which matures on December 15, 2025 with the option to extend the maturity date to August 31, 2026, and bears interest at the sum of 4.00 % plus the SOFR as administered by the Federal Reserve Bank of New York.

On December 12, 2025, Jefferson Terminal exercised its option to extend the maturity date of its June 2025 Jefferson Credit Agreement to January 15, 2026.

See Note 21 for additional details related to the additional extension and paydown of the June 2025 Jefferson Credit Agreement.

Bridge Loan Credit Agreement

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

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

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

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

See Note 21 for additional details related to the refinancing of the Bridge Loan Credit Agreement.

RailCo Revolver

On November 17, 2025, our Railroad segment entered into a revolving credit facility (“RailCo Revolver”) that provided for revolving loans in the aggregate amount of $ 50.0 million.

The RailCo Revolver included financial covenants requiring the maintenance of (i) a consolidated maximum ratio of total leverage of 3.00 to 1.00 per the terms of the credit agreement and (ii) a consolidated minimum fixed charge coverage ratio of 1.20 to 1.00 per the terms of the credit agreement.

We were in compliance with all debt covenants as of December 31, 2025.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

As of December 31, 2025, scheduled principal repayments under our debt agreements for the next five years and thereafter are summarized as follows:

2026 2027 2028 2029 2030 Thereafter Total

DRP Revolver $ — $ 44,250 $ — $ — $ — $ — $ 44,250

EB-5 Loan Agreement (1)

Jefferson Credit Agreement 50,000 — — — — — 50,000

$ — $ 63,800 $ — $ — $ — $ — $ 63,800

Jefferson Credit Agreement June 2025 (2)

30,000 — — — — — 30,000

DRP DB Term Loan (1)

105,828 — — — — — 105,828

Long Ridge Acquiom Loan 22,371 — — — — — 22,371

Long Ridge GCM Note — — 20,000 — — — 20,000

Long Ridge CanAm Loan — — — 115,200 — — 115,200

Long Ridge Credit Agreement 4,000 4,000 4,000 4,000 4,000 377,000 397,000

RailCo Revolver

— — 50,000 — — — 50,000

Bridge Loan Credit Agreement (2)

1,250,000 — — — — — 1,250,000

Series 2020 Bonds 1,590 2,165 2,770 360 6,070 130,210 143,165

2 unchanged sentences

217,870 — 740 3,745 — 159,940 382,295

Series 2025 Bonds — — — — — 300,000 300,000

Senior Notes due 2032 — — — — — 600,000 600,000

Total principal payments on loans and bonds payable $ 1,640,684 $ 74,715 $ 282,925 $ 129,425 $ 16,925 $ 1,687,670 $ 3,832,344

______________________________________________________________________________________

(1) See discussion above in Note 8 for extension options related to these debt obligations.

(2) See Note 21 for details related to the refinancing of the Bridge Loan Credit Agreement and Backstop Agreement for the Series 2024 Bonds.

FAIR VALUE MEASUREMENTS

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FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

8 unchanged sentences

Total assets $ 339,551 $ 325,946 $ 13,605 $ —

Derivative liabilities $ ( 223,497 ) $ — $ ( 223,497 ) $ — Income

Warrant liabilities ( 81,599 ) — — ( 81,599 ) Income

Total liabilities $ ( 305,096 ) $ — $ ( 223,497 ) $ ( 81,599 )

Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of

5 unchanged sentences

Total assets $ 159,189 $ 147,296 $ 11,893 $ —

Our notes receivable of $ 13.6 million and $ 11.9 million as of December 31, 2025 and 2024, respectively, is related to CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable, and record the balance of the note receivable in Other assets in the Consolidated Balance Sheets.

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

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

The valuation of our electricity derivatives is based on management’s best estimate of certain key assumptions, which include estimated power forward curves, probability of default, and the discount rate.

Our cash and cash equivalents and restricted cash and cash equivalents consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid.

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Except as discussed below, our financial instruments other than cash and cash equivalents and restricted cash and cash equivalents consist principally of accounts receivable, notes receivable, accounts payable and accrued liabilities, and loans payable, whose fair values approximate their carrying values based on an evaluation of pricing data, vendor quotes, and historical trading activity or due to their short maturity profiles.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

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

The fair value of the warrants is based on the underlying shares of RR Holdings.

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

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value of $ 4.2 million for the year ended December 31, 2025 presented within Other income in the Consolidated Statements of Operations.

The following table presents the key inputs applied in the valuation of the warrant liabilities as of December 31, 2025:

Number of units 172,500

Fair value at grant date ($ millions) $ 85.8

Strike price $ 761.05

Expected volatility 35.00 %

Risk free interest rate 3.60 %

Expected dividend yield — %

Expected term 2.8 years

Warrant fair value (per share) $ 473.04

Level 3 Reconciliation

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

Beginning balance, December 31, 2024 $ —

Purchases and issuances ( 85,832 )

Unrealized gains 4,233

Ending balance, December 31, 2025 $ ( 81,599 )

The fair value of our bonds, notes payable and loans payable reported as Debt, net in the Consolidated Balance Sheets are presented in the table below:

1 unchanged sentence

$ 115,979 $ 122,978

Series 2020B Bonds (1)

Series 2021A Bonds (1)

3 unchanged sentences

Series 2024A Bonds (1)

160,802 167,291

Series 2024B Bonds (1)

Senior Notes due 2027

222,949 222,609

Series 2025 Bonds (1)

Senior Notes due 2027

Senior Notes due 2032 638,880 —

EB-5 Loan Agreement 25,536 23,208

4 unchanged sentences

The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

We measure the fair value of certain assets on a non-recurring basis when U.S.

3 unchanged sentences

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

Our discount rate for our fair value measurement of assets upon the acquisition of Long Ridge was 11.5 % (refer to Note 3 for additional details).

Our discount rate for our fair value

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

measurement of assets upon the acquisition of Wheeling was 11.5 % and our assumed terminal growth rate was 2.5 % (refer to Note 3 for additional details).

DERIVATIVE FINANCIAL INSTRUMENTS

Long Ridge Energy & Power LLC is subject to electricity price volatility stemming from the sales of electricity from the Long Ridge power generation plant.

Long Ridge Energy & Power LLC enters into electricity swap agreements to manage our exposure to electricity price fluctuations.

The electricity swap derivatives are designated as hedging instruments within cash flow hedging relationships.

The Company recognizes the realized gain or loss in Revenues in our Consolidated Statements of Operations.

As of December 31, 2025, we have a $ 10.0 million letter of credit and $ 1.0 million letter of credit that have been provided to electricity swap counterparties and will mature on February 26, 2026 and February 10, 2026, respectively.

See Note 21 for additional details related to the extensions of these two letters of credit.

Long Ridge entered into interest rate swaps to manage our exposure to SOFR increases on the Long Ridge Credit Agreement.

These derivatives are not designated as hedging instruments.

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

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

These derivatives are not designated as hedging instruments.

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

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

T he following table presents information related to our outstanding derivative contracts as of December 31, 2025:

December 31, 2025

Notional Amount Fair Value of Assets Fair Value of Liabilities Term

Derivatives Designated as Cash Flow Hedges:

Electricity Swaps (MWh) 774,728 $ — $ ( 222,894 ) 3 to 6 Years

Non-Hedge Derivative Instruments:

Natural Gas Forward Prices (MMBtu) 2,425 — ( 171 ) 0 Years

Interest Rate Swaps ($) 200,000 — ( 432 ) 2 Years

Total $ — $ ( 223,497 )

The following table presents a summary of the changes in fair value for electricity swap and interest rate swap derivatives:

Year Ended December 31, 2025

Electricity Swaps Interest Rate Swaps Natural Gas Forward Total

Beginning balance $ — $ — $ — $ —

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

Payoff of hedge 67,005 — — 67,005

Net unrealized losses recognized in earnings (1)

— ( 432 ) ( 171 ) ( 603 )

Unrealized losses recognized in other comprehensive loss ( 92,104 ) — — ( 92,104 )

Ending balance $ ( 222,894 ) $ ( 432 ) $ ( 171 ) $ ( 223,497 )

________________________________________________________

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

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

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

3 unchanged sentences

Ports and Terminals

Railroad Jefferson Terminal Repauno Corporate and Other Total

Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total

Lease income $ 1,821 $ 3,268 $ — $ — $ — $ 5,089

1 unchanged sentence

Terminal services revenues — 82,390 10,710 1,954 — 95,054

Power revenues — — — 156,183 — 156,183

Gas revenues — — — 21,194 — 21,194

Roadside services revenues — — — — 52,194 52,194

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Total revenues $ 169,445 $ 72,146 $ 10,691 $ 68,190 $ 320,472

As of December 31, 2025 and 2024, we recorded capitalized contract cost of $ 18.6 million and $ 23.5 million, respectively, of which $ 4.9 million and $ 4.9 million, respectively, is included in Other current assets and $ 13.7 million and $ 18.6 million is included in Other assets on the Consolidated Balance Sheets.

Capitalized contract cost is amortized using the straight-line method, over the expected contract term.

We recorded $ 4.9 million of amortization which is included in Operating expenses in the Consolidated Statements of Operations during the year ended December 31, 2025.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Presented below are the contracted minimum future annual revenues to be received under existing operating leases within the Jefferson Terminal segment as of December 31, 2024:

Operating Leases

Total $ 1,135

As of December 31, 2024, we recorded capitalized contract cost of $ 23.5 million, of which $ 4.9 million is included in Other current assets and $ 18.6 million is included in Other assets on the Consolidated Balance Sheets.

Capitalized contract cost is amortized using the straight-line method, over the expected contract term.

We recorded $ 4.5 million of amortization which is included in Operating expenses in the Consolidated and Combined Consolidated Statements of Operations during the year ended December 31, 2024.

We have commitments as lessees under lease agreements primarily for real estate, equipment and vehicles.

Our leases have remaining lease terms ranging from approximately two months to 49.4 years.

Our leases have remaining lease terms ranging from approximately 0.2 years to 135.9 years.

The following table presents lease-related costs:

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Weighted average incremental borrowing rate 6.3 % 5.9 %

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following table presents supplemental cash flow information for the years ended December 31, 2025, 2024, and 2023:

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Cash paid for amounts included in the measurement of operating lease liabilities

$ 7,431 $ 7,437 $ 7,187

Noncash - ROU assets recorded for new and modified leases 68,467 2,020 2,828

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This transaction was recorded as a sale in accordance with ASC 842.

Jefferson Terminal recorded a gain on the sale leaseback through Gain (loss) on sale of assets on the Consolidated and Combined Consolidated Statements of Operations of $ 3.1 million as of December 31, 2024.

Jefferson Terminal recorded a gain on the sale leaseback through Gain on sale of assets, net on the Consolidated Statements of Operations of $ 3.1 million as of December 31, 2024.

Jefferson Terminal has not been provided access to the other 40 acres for construction, so the lease has not commenced.

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Jefferson Terminal recorded a finance liability of $ 12.0 million through Other liabilities on the Consolidated Balance Sheets as of December 31, 2024 for the failed sale.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following table presents future minimum lease payments under non-cancellable operating leases as of December 31, 2025:

2026 $ 10,836

Thereafter 251,855

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As of December 31, 2025, the Incentive Plan provides for the issuance of up to 30.0 million shar es.

We account for equity-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation and we report equity-based compensation within Operating expenses and General and administrative in the Consolidated and Combined Consolidated Statements of Operations.

Subsidiary Stock-Based Compensation

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

Year Ended December 31, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years)

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

Expense Recognized During the Year Ended December 31,

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

2025 2024 2023

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Total $ 8,319 $ 2,200 $ 2,761 $ 9,702

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Restricted Stock Units to Subsidiary Employees

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During the year ended December 31, 2024, we issued additional RSUs of our common stock that had a grant date fair value of $ 1.9 million.

The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated and Combined Consolidated Statements of Operations:

During the year ended December 31, 2025, we issued additional RSUs of our common stock that had a grant date fair value of $ 0.4 million.

The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated Statements of Operations:

Expense Recognized During the Year Ended December 31,

3 unchanged sentences

Total $ 2,736 $ 6,341 $ 6,268 $ 264

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following tables present information for our stock options, restricted shares of our subsidiary, common units of our subsidiary and restricted stock units to subsidiary employees:

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Aggregate intrinsic value (in thousands) $ 15,949 $ 9,047 $ 2,674 $ 1,583

Weighted average remaining contractual term 7.6 years 0.8 years 1.4 years 0.5 years

Weighted average remaining contractual term 9.1 years 1.0 year 1.3 years 0.2 years

During the year ended December 31, 2025, certain of the Manager’s employees, as well as certain directors and officers, exercised 3,863,172 options at a weighted average exercise price of $ 2.64 and received a net 1,537,206 shares of our common stock.

Stock Options

In connection with the spin-off and our redeemable preferred stock raise (see Notes 14, 16 and 17 for details), we granted options to purchase our common stock to the Manager.

In connection with the spin-off and our redeemable preferred stock raise (see Notes 16, 18 and 19 for details), we granted 10.9 million options to purchase our common stock to the Manager.

The fair value of these options of $ 18 million, calculated using a binomial lattice model at issuance date, was recorded as an increase in equity with an offsetting reduction of proceeds received.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following table presents information related to the options to purchase our common stock:

Number of options 10,869,565

Fair value at grant date ($ millions) $ 18.1

Expected volatility The expected stock volatility is based on an assessment of the volatility of our publicly traded common stock.

Risk free interest rate The risk-free rate is determined using the implied yield currently available on U.S.

government bonds with a term consistent with the expected term on the date of grant.

Expected dividend yield The expected dividend yield is based on management’s expected dividend rate.

Early exercise multiple Assumption that options will be exercised when the share price to strike price ratio reaches a certain threshold.

Expected term Expected term used represents the period of time the options granted are expected to be outstanding.

Number of time steps The number of time steps between the valuation and expiration dates.

During the years ended December 31, 2024 and 2023, the Manager transferre d — and 2,173,914 of its options to certain employees of the Manager, respectively.

As of December 31, 2025, there are no remaining options outstanding related to the stock options granted in connection with the spin-off.

In connection with our February 2025 offering of Series B Preferred stock (see Note 18), the Company issued to the Manager, options to purchase 2.9 million shares of common stock at a per share exercise price of $ 5.61 , which had a grant date fair value of $ 7.4 million.

Restricted Shares

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The grant for restricted stock units to subsidiary employees fully canceled and replaced these vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021.

During the year ended December 31, 2024, we issued restricted shares of our subsidiary that had a grant date fair value of $ 0.8 million and generally vest over three years.

During the years ended December 31, 2025 and 2024, we issued restricted shares of our subsidiary that had a grant date fair value of $ 12.6 million and $ 0.8 million, respectively and generally vest over three years.

These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting peri ods.

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The fair value was based on the fair value of the operating subsidiary on the grant date, which is estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

5 unchanged sentences

During the years ended December 31, 2025 and 2024 , we issued 2,825 and 11,062 shares of common stock to certain directors as compensation, respectively.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

RETIREMENT BENEFIT PLANS

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The following table summarizes the changes in our projected benefit obligation and plan assets as of December 31, 2025 and 2024.

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

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

Year Ended December 31,

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Net amounts recognized at end of period $ 10,472 $ 7,534 $ 10,251 $ 5,656

Our retirement plan costs for the years ended December 31, 2024, 2023 and 2022 were $ 2.1 million, $ 1.9 million and $ 2.1 million for pension benefits and $ — million , $ 3.4 million and $ 3.1 million for postretirement benefits, respectively.

The following table summarizes the components of net periodic pension cost and other amounts recognized in Other comprehensive income (loss) in the Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022:

Our retirement plan costs (benefits) for the years ended December 31, 2025, 2024 and 2023 were $ 2.1 million, $ 2.1 million and $ 1.9 million for pension benefits and $( 1.4 ) million, $ — million and $ 3.4 million for postretirement benefits, respectively.

The following table summarizes the components of net periodic pension cost and other amounts recognized in Other comprehensive income in the Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023:

Year Ended December 31,

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Discount rate 5.65 % 5.63 % 5.06 % 5.50 % 5.31 % 5.29 %

Expected long-term return on plan assets 5.00 % N/A N/A N/A N/A N/A

Expected long-term return on plan assets 5.00 % N/A 5.00 % N/A N/A N/A

Rate of compensation increases 3.50 % N/A 3.50 % N/A 3.50 % N/A

12 unchanged sentences

2029 1,594 493

2030 1,537 519

Years 2031-2035 9,269 3,702

12 unchanged sentences

investment grade fixed income and cash equivalents 44 % 44 % 45 % 45 %

The current and deferred components of the income tax (benefit) provision included in the Consolidated and Combined Consolidated Statements of Operations are as follows:

The current and deferred components of the income tax provision (benefit) included in the Consolidated Statements of Operations are as follows:

Year Ended December 31,

5 unchanged sentences

State and local ( 1,296 ) 2,176 934

Foreign — — 6

Total deferred provision ( 5,764 ) 1,920 2,016

Total $ 3,313 $ 2,470 $ 4,468

Prior to the spin-off, we were taxed as a disregarded entity for U.S.

federal income tax purposes and our taxable income or loss generated was allocated to investors by our Former Parent, which was treated as a partnership for U.S.

federal income tax purposes.

In addition, certain of our subsidiaries were taxed as separate corporations for U.S.

federal income tax purposes.

Taxable income or loss generated by us and our corporate subsidiaries following the spin-off and by our corporate subsidiaries is subject to U.S.

federal, state and foreign corporate income tax in locations where they conduct business.

Federal ( 4,468 ) ( 257 ) 1,089

State and local 1,150 3,570 1,381

Total provision $ ( 3,318 ) $ 3,313 $ 2,470

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S.

federal and state corporate income tax in locations where they conduct business.

A valuation allowance has been established against our net U.S.

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Our effective tax rate differs from the U.S.

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

The difference between our reported total provision for income taxes and the U.S.

federal statutory rate of 21 % is as follows:

federal tax rate of 21 % primarily due to an increase in the valuation allowances against a significant portion of the deferred tax assets of our corporate subsidiaries, the effects of the derecognition of a deferred tax liability for an equity method investment upon obtaining control of such entity, and the reclassification of certain tax benefits from Accumulated other comprehensive loss.

The tax benefit for the year ended December 31, 2025 included a reclassification of the taxes from Accumulated other comprehensive loss in the Consolidated Balance Sheet to (Benefit from) provision for income taxes in the Consolidated Statements of Operations resulting from the acquisition of Long Ridge Energy & Power LLC in February 2025.

The Company has elected to prospectively adopt the guidance in ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Taxes Disclosures, or ASU 2023-09.

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to the Company’s effective rate for the year ended December 31, 2025, in accordance with ASU 2023-09:

Year Ended December 31, 2025

Amount Percent

federal tax at statutory rate $ ( 32,405 ) 21.00 %

Nontaxable or nondeductible items:

Nontaxable earnings from equity investment ( 1,937 ) 1.26 %

Nondeductible transaction costs 2,195 ( 1.42 ) %

Other ( 1,075 ) 0.70 %

Valuation allowance 55,297 ( 35.83 ) %

Tax effects of acquiring control of Long Ridge Energy & Power LLC ( 21,054 ) 13.65 %

Deferred tax remeasurement ( 5,497 ) 3.56 %

Other 522 ( 0.35 ) %

State and local income taxes, net of federal income tax (1)

636 ( 0.41 ) %

Provision for income taxes $ ( 3,318 ) 2.16 %

______________________________________________________________________________________

(1) State taxes in Pennsylvania, Texas and Indiana made up the majority (greater than 50%) of the tax effect in this category.

The following table is a reconciliation of the U.S.

federal statutory rate of 21 % to the Company’s effective rate for the years ended December 31, 2024 and 2023:

Year Ended December 31,

federal tax at statutory rate 21.00 % 21.00 %

6 unchanged sentences

Provision for income taxes ( 1.26 ) % ( 1.58 ) %

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Significant components of our deferred tax assets and liabilities are as follows:

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Accordingly, valuation allowances have been recognized as of December 31, 2025, 2024, and 2023 of $ 304.1 million, $ 249.2 million, and $ 215.1 million, respectively, related to certain deductible temporary differences and net operating loss carryforwards.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

A summary of the changes in the valuation allowance is as follows:

1 unchanged sentence

Valuation allowance at beginning of period $ 249,223 $ 215,082 $ 214,003

Change due to current year losses 34,141 1,079 70,399

Change in current year 54,832 34,141 1,079

Valuation allowance at end of period $ 304,055 $ 249,223 $ 215,082

As of December 31, 2025, certain of our corporate subsidiaries had U.S.

federal and state net operating loss carryforwards of approximately $ 843.6 million and $ 200.7 million, respectively, that are available to offset future taxable income.

In regards to federal net operating loss carryforwards, $ 168.5 million of these carryforwards will begin to expire in the year 2032 and $ 675.1 million of these carryforwards have no expiration date.

As for state and local net operating loss carryforwards, most of these carryforwards will expire with the earliest year of expiration being 2025.

federal and state net operating loss carryforwards of approximately $ 1.2 billion and $ 290.8 million, respectively, that are available to offset future taxable income.

In regards to federal net operating loss carryforwards, $ 168.5 million of these carryforwards will begin to expire in the year 2032 and $ 1.0 billion of these carryforwards have no expiration date.

As for state and local net operating loss carryforwards, $ 279.0 million of these carryforwards will begin to expire in the year 2028, while $ 12.0 million have no expiration date.

The utilization of the net operating loss carryforwards to reduce future income taxes will depend on the relevant corporate subsidiary's ability to generate sufficient taxable income prior to the expiration of the carryforward period, if any.

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In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S.

federal, state, local and foreign income tax examinations by tax authorities.

federal, state and local income tax examinations by tax authorities.

Generally, we are not subject to examination by taxing authorities for tax years prior to 2021.

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

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

The OBBBA includes significant changes to the U.S.

federal tax law, such as an elective deduction for domestic research and experimental expenditures, and changes to interest expense limitations under Internal Revenue Code section 163(j).

We have incorporated these amendments into the income tax provision which did not have a material impact on the Company’s effective tax rate.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS

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The Manager is entitled to a management fee, incentive fees (comprised of an Income Incentive Fee and a Capital Gains Incentive Fee, described below) and reimbursement of certain expenses.

The management fee is determined by taking the average value of total equity (including redeemable preferred stock and excluding non-controlling interests) of the Company determined on a consolidated basis in accordance with U.S.

The management fee is determined by taking the average value of total equity (including preferred stock and excluding non-controlling common interests) of the Company determined on a consolidated basis in accordance with U.S.

GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 %, and is payable monthly in arrears in cash.

The Income Incentive Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”).

For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders during such quarter calculated in accordance with U.S.

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

GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the independent directors.

6 unchanged sentences

The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Fee payments were made to the Manager.

The Management fee, Income Incentive Fee, and Capital Gains Incentive Fee that are attributable to the operations of FTAI Infrastructure is recorded in the Management fees and incentive allocation to affiliate on the Consolidated and Combined Consolidated Statements of Operations.

These amounts are allocated on the following basis:

Management fee— Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these consolidated and combined consolidated financial statements.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

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

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

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

Year Ended December 31,

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For periods pre-spin, the Former Parent paid all of its operating expenses, except those specifically required to be borne by the Manager under the management agreement between the Former Parent and the Manager.

The expenses required to be paid by the Company include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Company’s independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent.

We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants.

4 unchanged sentences

2025 2024 2023

Classification in the Consolidated and Combined Consolidated Statements of Operations:

Classification in the Consolidated Statements of Operations:

General and administrative

6 unchanged sentences

Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress.

In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Notes 16 and 17.

On August 12, 2024, 8.7 million Manager options were exercised, as discussed in Note 11.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Notes 18 and 19.

On August 12, 2024, 8.7 million Manager options were exercised.

In February 2025, we issued 2.9 million options to purchase common stock to the Manager, with a term of 10 years and a strike price of $ 5.61 as compensation for services rendered in connection with the offering of Series B Preferred stock as discussed in Note 18.

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

3 unchanged sentences

Other Affiliate Transactions

As of December 31, 2024 and 2023, certain employees of the Manager and their related parties collectively own an approxi mately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated and combined consolidated financial statements.

As of December 31, 2025 and 2024, certain employees of the Manager and their related parties collectively own an approxi mately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated financial statements.

The carrying amount of this non-controlling interest as of December 31, 2025 and 2024 was $( 162.8 ) million a nd $( 119.5 ) million, respectively.

In April 2024, we made a pro-rata distribution of $ 15.0 million to the non-controlling interest holders of our Jefferson Terminal segment.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

The following table presents the amount of this non-controlling interest share of net loss:

6 unchanged sentences

This resulted in 100 % ownership in FYX and the elimination of any non-controlling interest in FYX.

In October 2022, we entered into a shareholder loan agreement with our equity method investee, Long Ridge.

Refer to Note 5 for additional information.

In October 2022, we entered into a shareholder loan agreement with Long Ridge.

Refer to Notes 3 and 6 for additional information.

The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023.

For the year ended December 31, 2024 and 2023, the Company incurred approximat el y $ 0.5 million and $ 0.4 million o f rent and office related expenses, respectively.

For the years ended December 31, 2025 and 2024, the Company incurred approximat el y $ 0.5 million o f rent and office related expenses, respectively.

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

1 unchanged sentence

SEGMENT INFORMATION

During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below.

Additionally, during the third quarter of 2022, we modified our definition of Adjusted EBITDA to exclude the impact of interest and other costs on pension and other post-employment benefits (“OPEB”) liabilities and dividends and accretion of redeemable preferred stock.

During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense.

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

The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, in addition to KRS, a railcar cleaning operation.

The Railroad segment is comprised of eight freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, which includes the newly acquired The Wheeling Corporation as of the third quarter of 2025 (refer to Note 3 for additional details).

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 an equity method investment in 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 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 unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

Additionally, Corporate and Other includes 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 and Wheeling, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results.

Due to the immateriality of the results of KRS, we will apply this change prospectively.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The chief operating decision maker (“CODM”) evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA.

The CODM evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA.

Our company’s CODM is our Chief Executive Officer, who uses Adjusted EBITDA as it serves as a consistent measure for comparing profitability between periods and across segments, independent of each segment’s capital structure, which may vary materially, and because it neutralizes one-time or other non-operational items.

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

Adjusted EBITDA is defined as net income (loss) attributable to stockholders and Former Parent, 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 and Former Parent, as defined by U.S.

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 and Former Parent as determined in accordance with U.S.

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.

The following tables set forth certain information for each reportable segment as provided to and evaluated by the CODM:

11 unchanged sentences

Total expenses 120,868 114,883 36,959 123,262 251 98,328 494,551

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — — — ( 37,146 ) ( 18,390 ) 40 ( 55,496 )

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 9,223 — — 10,588 ( 7,558 ) 50 12,303

(Loss) gain on sale of assets, net ( 79 ) — — 119,952 8,969 — 128,842

2 unchanged sentences

Other income 6,144 3,926 4,475 4,232 1,842 132 20,751

Total other expense ( 240 ) ( 49,337 ) ( 1,617 ) ( 24,716 ) ( 16,223 ) ( 71,122 ) ( 163,255 )

Total other income (expense) 14,405 ( 61,952 ) ( 5,792 ) 46,205 3,253 ( 159,460 ) ( 163,341 )

Income (loss) before income taxes 66,477 ( 91,177 ) ( 31,760 ) 102,274 3,002 ( 204,188 ) ( 155,372 )

2 unchanged sentences

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 116 ( 43,261 ) ( 1,709 ) ( 26 ) — — ( 44,880 )

Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — — — — 44,607

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

Net income (loss) attributable to stockholders $ 56,917 $ ( 44,631 ) $ ( 17,586 ) $ ( 29,199 ) $ ( 88,583 ) $ ( 171,377 ) $ ( 294,459 )

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

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ ( 46,043 ) $ ( 30,765 ) $ 109,824 $ 3,002 $ ( 259,238 ) $ ( 207,403 )

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

Year Ended December 31, 2025

3 unchanged sentences

Non-controlling share of Adjusted EBITDA 524 27,028 1,492 337 — — 29,381

Equity in (losses) earnings of unconsolidated entities — — — ( 37,146 ) ( 18,390 ) 40 ( 55,496 )

Equity in earnings (losses) of unconsolidated entities 9,223 — — 10,588 ( 7,558 ) 50 12,303

Interest and other costs on pension and OPEB liabilities 887 — — — — — 887

11 unchanged sentences

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

Net income (loss) attributable to stockholders $ 56,917 $ ( 44,631 ) $ ( 17,586 ) $ ( 29,199 ) $ ( 88,583 ) $ ( 171,377 ) $ ( 294,459 )

For the Year Ended December 31, 2024

15 unchanged sentences

Interest expense ( 306 ) ( 49,001 ) ( 1,617 ) — — ( 71,184 ) ( 122,108 )

Other (expense) income ( 2,164 ) ( 1,302 ) — 7,523 2,529 — 6,586

Other income 770 5,515 — 12,430 2,167 22 20,904

Total other expense ( 240 ) ( 49,337 ) ( 1,617 ) ( 24,716 ) ( 16,223 ) ( 71,122 ) ( 163,255 )

Income (loss) before income taxes 61,854 ( 87,789 ) ( 19,190 ) ( 29,199 ) ( 88,583 ) ( 99,844 ) ( 262,751 )

(Benefit from) provision for income taxes ( 561 ) 2,468 496 — — 67 2,470

Provision for (benefit from) income taxes 4,692 ( 1,667 ) ( 431 ) — — 719 3,313

Net income (loss) 57,162 ( 86,122 ) ( 18,759 ) ( 29,199 ) ( 88,583 ) ( 100,563 ) ( 266,064 )

2 unchanged sentences

Net income (loss) attributable to stockholders $ 56,917 $ ( 44,631 ) $ ( 17,586 ) $ ( 29,199 ) $ ( 88,583 ) $ ( 171,377 ) $ ( 294,459 )

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

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

Year Ended December 31, 2024

15 unchanged sentences

Equity-based compensation expense ( 1,801 ) ( 4,233 ) ( 2,108 ) — — ( 494 ) ( 8,636 )

Benefit from (provision for) income taxes 561 ( 2,468 ) ( 496 ) — — ( 67 ) ( 2,470 )

(Provision for) benefit from income taxes ( 4,692 ) 1,667 431 — — ( 719 ) ( 3,313 )

Other non-recurring items — — — — — — —

10 unchanged sentences

Depreciation and amortization 19,590 48,916 9,336 — — 3,150 80,992

Asset impairment 743 — — — — — 743

Total expenses 114,042 116,862 31,539 2,820 30 99,554 364,847

1 unchanged sentence

Equity in (losses) earnings of unconsolidated entities — — — ( 9,949 ) ( 14,814 ) 56 ( 24,707 )

Loss on sale of assets, net ( 1,603 ) — — — — — ( 1,603 )

(Loss) gain on sale of assets, net ( 437 ) 7,292 — — — — 6,855

Loss on modification or extinguishment of debt ( 937 ) — — — ( 1,099 ) ( 2,036 )

Interest expense ( 2,284 ) ( 32,443 ) ( 2,557 ) ( 3 ) — ( 62,316 ) ( 99,603 )

2 unchanged sentences

Income (loss) before income taxes 49,581 ( 71,169 ) ( 23,405 ) ( 5,249 ) ( 12,315 ) ( 94,723 ) ( 157,280 )

Provision for income taxes 1,287 3,016 165 — — — 4,468

(Benefit from) provision for income taxes ( 561 ) 2,468 496 — — 67 2,470

Net income (loss) 50,142 ( 73,637 ) ( 23,901 ) ( 5,249 ) ( 12,315 ) ( 94,790 ) ( 159,750 )

1 unchanged sentence

Dividends and accretion of redeemable preferred stock — — — — — 62,400 62,400

Net income (loss) attributable to stockholders/Former Parent $ 39,122 $ ( 35,623 ) $ ( 22,790 ) $ ( 61,298 ) $ ( 5,179 ) $ ( 91,473 ) $ ( 177,241 )

The following table sets forth a reconciliation of Adjusted EBITDA to net loss attributable to stockholders and Former Parent:

Net income (loss) attributable to stockholders $ 49,999 $ ( 36,720 ) $ ( 22,489 ) $ ( 5,249 ) $ ( 12,315 ) $ ( 156,962 ) $ ( 183,736 )

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

Year Ended December 31, 2023

15 unchanged sentences

Equity-based compensation expense ( 1,394 ) ( 5,865 ) ( 1,770 ) — — ( 170 ) ( 9,199 )

Provision for income taxes ( 1,287 ) ( 3,016 ) ( 165 ) — — — ( 4,468 )

Benefit from (provision for) income taxes 561 ( 2,468 ) ( 496 ) — — ( 67 ) ( 2,470 )

Other non-recurring items ( 1,339 ) ( 1,131 ) — — — — ( 2,470 )

Net income (loss) attributable to stockholders/Former Parent $ 39,122 $ ( 35,623 ) $ ( 22,790 ) $ ( 61,298 ) $ ( 5,179 ) $ ( 91,473 ) $ ( 177,241 )

Net income (loss) attributable to stockholders $ 49,999 $ ( 36,720 ) $ ( 22,489 ) $ ( 5,249 ) $ ( 12,315 ) $ ( 156,962 ) $ ( 183,736 )

Balance Sheet

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FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

REDEEMABLE PREFERRED STOCK

On August 1, 2022, the Company issued and sold 300,000 shares of Redeemable Preferred Stock at a price of $ 1,000 per share and $ 0.01 par value.

Series A Preferred Stock - Redeemable Preferred Stock

On August 1, 2022, the Company issued and sold 300,000 shares of Series A Redeemable Preferred Stock (the “Series A” or “Series A Preferred Stock”) at a price of $ 1,000 per share and $ 0.01 par value.

The shares were issued at a 3 % discount for net proceeds of $ 291.0 million.

The Company also issued two classes of warrants to the preferred stockholders (see Note 19).

The fair value of the Redeemable Preferred Stock and the warrants at issuance were determined to be $ 242.7 million and $ 13.8 million, respectively.

The Company incurred $ 16.4 million of issuance costs related to the Redeemable Preferred Stock and warrants.

The fair value of the Series A Preferred Stock and the warrants at issuance were determined to be $ 242.7 million and $ 13.8 million, respectively.

The Company incurred $ 16.4 million of issuance costs related to the Series A Preferred Stock and warrants.

Additionally, the Company issued options to the Manager with a total fair value of $ 18.1 million (see Note 16).

The Redeemable Preferred Stock has the following rights, preferences and restrictions:

Each holder of the Redeemable Preferred Stock will have one vote per share on any matter on which holders of the Redeemable Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent.

The holders of shares of the Redeemable Preferred Stock do not otherwise have any voting rights.

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

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

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

Series B Preferred Stock - Redeemable Convertible Preferred Stock

On February 26, 2025 (the “Issue Date”), the Company issued 160,000 shares of Series B Redeemable Convertible Preferred Stock (the “Series B” or “Series B Preferred Stock”) at a face value of $ 1,000 per share and $ 0.01 par value.

The shares were issued at par for net consideration of $ 160.0 million.

In connection with the issuance of the Series B Preferred Stock, the Company also issued warrants to the Series A preferred stockholders (see Note 19) and options to the Manager (see Note 16).

The Company concluded the fair value of the Series B Preferred Stock was equal to its face value of $ 160.0 million, and each of the warrants and options had aggregate fair values of $ 1.0 million and $ 7.4 million, respectively.

In addition to the warrants and options, the Company also paid a consent fee to Series A holders of $ 1.7 million.

As the warrants and consent fee modified the Series A Preferred Stock agreement we treated these as deemed dividends on the Series A.

The Series B Preferred Stock has the following rights, preferences and restrictions:

Each holder of the Series B Preferred Stock will have one vote per share on certain matters to which holders of the Series B are entitled to vote separately as a class, whether at a meeting or by written consent.

The holders of shares of the Series B Preferred Stock do not otherwise have any voting rights, however, they were provided with a seat on the Company’s Board of Directors at the issuance date.

Liquidation Preference

The Redeemable Preferred Stock ranks senior to the common stock with respect to dividend rights and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Upon a liquidation, dissolution or winding up of the affairs of the Company, each share of Redeemable Preferred Stock will be entitled to receive an amount per share equal to the greater of (i) the purchase price paid by the purchaser, plus all accrued and unpaid dividends (the “Liquidation Preference”) and (ii) the purchase price, plus $ 150.0 million of cash Dividends (the ”Base Preferred Return Amount”).

Dividends on the Redeemable Preferred Stock are payable at a rate equal to 14.0 % per annum subject to increase in accordance with the terms of the Redeemable Preferred Stock.

Specifically, the rate will be increased by 2.0 % per annum for any periods during the first two years following closing of the issuance of the Redeemable Preferred Stock, where the dividend is not paid in cash.

Prior to the second anniversary of the issuance date, such dividends will automatically accrue and accumulate on each share of Redeemable Preferred Stock, whether or not declared and paid, or they may be paid in cash at our discretion.

After the second anniversary of the issuance date, we are required to pay such dividends in cash.

Failure to pay such dividends will result in a dividend rate equal to 18.0 % per annum, and a failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the second anniversary of the issuance date will constitute an event of noncompliance.

The dividend rate on the Redeemable Preferred Stock will increase by 1.0 % per annum beginning on the fifth anniversary of the issuance date of the Redeemable Preferred Stock.

As of December 31, 2024, the Company has $ 122.5 million of PIK dividends, increasing our Redeemable Preferred Stock balance.

The Company had dividends paid in cash of $ 14.7 million and $ 1.8 million as of December 31, 2024 and 2023, respectively.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated and Combined Consolidated Statements of Operations totaled $ 64.0 million and $ 55.8 million for the years ended December 31, 2024 and 2023, respectively.

The Company has presented the Redeemable Preferred Stock in temporary equity and is accreting the discount and debt issuance costs using the interest method to the earliest redemption date of August 1, 2030.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated and Combined Consolidated Statements of Operations, totaled $ 6.8 million and $ 6.6 million for the years ended December 31, 2024 and 2023, respectively.

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $ 0.01 per share and junior to Series A Preferred Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company.

Each share of Series B Preferred Stock has an initial liquidation preference of $ 1,000 per share.

Holders of the Series B Preferred Stock are entitled to a quarterly compounding, regular dividend equal to 9.00 % per annum for any dividend paid in cash with respect to the immediately preceding quarter, and 10.00 % per annum for any dividend paid-in-kind, at the Company’s election.

For any quarter in which the Company elects not to pay a cash dividend, such dividend will be added to the liquidation preference of each share, as further set forth in the certificate of designations of Series B Convertible Junior Preferred Stock of the Company, which was filed by the Company with the Secretary of State of the State of Delaware and became effective on February 26, 2025.

As of December 31, 2025, the Company has $ 14.1 million of dividends increasing the liquidation preference on the Series B Preferred Stock.

Dividends are not recorded as redemption is not currently expected.

The Company has presented the Series B Preferred Stock in temporary equity as its redemption is not solely within the Company’s control.

However, the Series B Preferred Stock is not currently probable of becoming redeemable;

as a result, the issuance costs and PIK dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets.

The Company shall be obligated to repurchase all shares of Series B Preferred Stock upon the consummation of a change of control, at a price per share equal to 102 % of the sum of the then-current liquidation preference plus any accrued and unpaid dividends since the end of the most recent dividend period (such sum, the “liquidation value”).

Additionally, the Company shall have the right to redeem the Series B Preferred Stock, at any time and from time to time, at a price per share equal to (i) if within the first two years after the Issue Date, (a) an amount in cash that, taken together with any cash dividends paid to the redemption date, would equal 120 % of the initial liquidation preference plus (b) 43.75 warrants (each, an “Optional Redemption Warrant”)

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

and (ii) thereafter, 102 % of the then-applicable liquidation value.

Each Optional Redemption Warrant shall be exercisable for one share of common stock at an exercise price of $ 8.18 .

If the Company issues Optional Redemption Warrants pursuant to an optional redemption, it will enter into a warrant agreement governing the terms of such Optional Redemption Warrant.

In each case, the repurchase or redemption of Series B Preferred Stock shall be subject to the condition that no shares of Series A Preferred Stock remain outstanding as of such time.

If the Series B Preferred Stock were redeemed at the option of the Company as of December 31, 2025, it would be redeemable for cash of $ 192.0 million and 7.0 million Optional Redemption Warrants.

If the Series B Preferred Stock were redeemed due to a change in control as of December 31, 2025, it would be redeemable for $ 177.6 million.

Conversion Rights and Limitations

Each share of Series B Preferred Stock is convertible by its holder at any time after the Issue Date into, subject to certain limitations described below, a number of shares of common stock equal to (i) the then-applicable liquidation value divided by (ii) the conversion price, initially set at $ 8.18 per share of common stock and subject to certain customary anti-dilution adjustments.

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

Furthermore, no holder of Series B Preferred Stock or Optional Redemption Warrants may convert any share of Series B Preferred Stock or exercise any Optional Redemption Warrant into shares of common stock if and to the extent that such conversion or exercise would result in such holder beneficially owning in excess of 19.99 % of the total number of shares of common stock issued and outstanding immediately following such conversion, determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.

If the Series B Preferred Stock were converted at the option of the holder as of December 31, 2025, they would be converted to 21,285,878 shares of common stock.

The Company would have no obligation under the Share Cap to pay cash on an optional conversion at December 31, 2025.

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

On August 25, 2025, RR Holdings issued and sold (i) 1,000,000 shares of Series A Preferred Stock (the “Series A Preferred Stock - RailCo”) and (ii) Series A Warrants (the “Series A Warrants - RailCo”) representing the right to purchase, on the terms and subject to the conditions set forth therein, 172,500 common units of RR Holdings at an exercise price of $ 857.75 per unit for an aggregate purchase price of $ 1,000,000,000 .

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

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

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

Upon an event of noncompliance, (a) the size of the board of managers of RR Holdings will automatically increase by a number sufficient to constitute a majority of the Board, (b) the holders of a majority of the Series A Preferred Stock - RailCo will have the right to designate and elect a majority of the members of the board of managers, and (c) other than with respect to the election of managers, the Series A Preferred Stock - RailCo will vote with the common units of RR Holdings as a single class.

Upon the exercise of all Series A Warrants – RailCo, holders of a majority of the Series A Warrants – RailCo have the right to designate one manager to the board of managers of RR Holdings, provided that members of Ares Management LLC (“Ares”) continue to own at least 5% of the outstanding common units of RR Holdings.

Liquidation Preference

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

Upon a liquidation, dissolution or winding up of the affairs of RR Holdings, each unit of Series A Preferred Stock - RailCo will be entitled to receive an amount per unit equal to the sum of (i) the stated value of such Series A Preferred Stock - RailCo as of liquidation date, which is the sum of (a) $ 1,000 , plus (b) $ 50 for the Series A Preferred Stock - RailCo Preferred Fee, plus (c) the aggregate compounded distributions), plus (ii) any declared but unpaid distributions on such Series A Preferred Stock - RailCo, plus (iii) the amount of accumulated and unpaid distributions on such Series A Preferred Stock - RailCo from the last distribution payment date to, but not including the liquidation date.

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

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

The dividend rate on the Series A

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Preferred Stock - RailCo will be (i) increased by 2.0 % per annum for any periods after the fifth anniversary following the issuance date where the dividends are not paid in cash and (ii) increased by 2.0 % per annum upon an event of noncompliance.

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

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

Until the fifth anniversary of the issuance date, RR Holdings may make cash dividends on its common units, including distributions that would provide the Company cash to pay its interest payments on its debt.

As of December 31, 2025, the Company has $ 37.3 million of PIK dividends increasing our Series A Preferred Stock - RailCo balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 37.3 million for the year ended December 31, 2025.

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

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 7.3 million for the year ended December 31, 2025.

Mandatory Redemption :

The Redeemable Preferred Stock is not mandatorily redeemable at the option of the holders, except upon the occurrence of any (i) bankruptcy event, (ii) any change of control event, or (iii) any debt acceleration event (together with any bankruptcy event and change of control event) (each a “Mandatory Redemption Event”).

Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, we will be required to redeem all preferred stock in cash at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption.

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

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

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

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

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

Optional Redemption:

The Redeemable Preferred Stock is optionally redeemable at the option of the Company, at any time, at the greater of the (i) Liquidation Preference, and (ii) the Base Preferred Return Amount at the date of redemption.

Upon certain contingent events or events of noncompliance, the preferred stockholders have the right to a majority of the board seats of the Company.

If the Redeemable Preferred Stock were redeemed as of December 31, 2024, it would be redeemable for $ 431.8 million.

Amendment to Certificate of Designations of Our Series A Preferred Stock

On July 5, 2023, a Certificate of Amendment (the “Amendment”) to the Certificate of Designations for its Series A Preferred Stock (the “Certificate of Designations”) became effective, amending certain provisions of the Certificate of Designations to increase the aggregate principal amount of outstanding indebtedness that the Company and its subsidiaries may incur in order to facilitate the issuance of the additional $ 100.0 million of Senior Notes due 2027 (the “Additional Notes”).

The holders of our Series A

The Series A Preferred Stock - RailCo is redeemable at the option of RR Holdings, at any time and from time to time, at the greater of the (i) liquidation value, and (ii) the base return amount at the date of redemption.

The base return amount is, subject to certain exceptions, a monetary amount that returns to the holders of the Series A Preferred Stock - RailCo 1.5 times their investment.

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

Series A Warrants - RailCo

On August 25, 2025, the Company issued Series A Warrants - RailCo to the holders of the Series A Preferred Stock - RailCo (see Note 19).

The fair value of the Series A Warrants - RailCo at issuance were determined to be $ 85.8 million (see Note 9 for additional details) .

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

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

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

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

The number of common units pursuant to the Warrants may be adjusted from time to time to account for equity splits, contributions, dividends, below-market insurances of common equity and similar items.

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

EARNINGS PER SHARE AND EQUITY

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

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

Preferred Stock received a customary fee for their consent and purchased $ 33.4 million aggregate principal amount of the Additional Notes.

EARNINGS PER SHARE AND EQUITY

Basic loss per share of common stock (“LPS”) is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding.

Diluted LPS is calculated by dividing net loss attributable to stockholders and Former Parent by the weighted average number of common stock outstanding, plus any potentially dilutive securities, if dilutive.

number of common stock outstanding, plus any potentially dilutive securities, if dilutive.

Potentially dilutive securities are calculated using the treasury stock method.

The calculation of basic and diluted LPS is presented below:

The calculation of basic and diluted loss is presented below:

Year Ended December 31,

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Net loss attributable to non-controlling interests in consolidated subsidiaries ( 44,880 ) ( 42,419 ) ( 38,414 )

Preferred dividends and accretion on redeemable non-controlling interests 44,607 — —

Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400

Net loss attributable to stockholders/Former Parent $ ( 294,459 ) $ ( 183,736 ) $ ( 177,241 )

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock ( 207,403 ) ( 294,459 ) ( 183,736 )

Convertible preferred stock dividend 14,118 — —

Adjustments attributable to dilutive securities 2,239 — —

Loss on extinguishment of preferred stock 36,646 — —

Net loss attributable to common stockholders $ ( 260,406 ) $ ( 294,459 ) $ ( 183,736 )

Weighted Average Common Stock Outstanding - Basic (1)

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______________________________________________________________________________________

(1) The year ended December 31, 2024 includes penny warrants that were converted into common stock during the year.

(2) Diluted LPS includes the dilutive effect of subsidiary earnings per share.

(1) The year ended December 31, 2023 included penny warrants that were converted into common stock during the year ended December 31, 2024.

(2) Diluted earnings per share for the year ended December 31, 2025 includes the dilutive effect of subsidiary earnings per share and convertible preferred stock.

Diluted loss per share for the years ended December 31, 2024 and 2023 includes the dilutive effect of subsidiary earnings per share.

For the years ended December 31, 2025, 2024 and 2023, 17,905,958 , 2,681,996 and 2,917,041 shares of common stock, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

For the years ended December 31, 2025, 2024 and 2023, — , — and 3,332,478 of warrants, respectively, have been excluded from the calculation of Diluted LPS because the impact would be anti-dilutive.

On the Spin-off Date, FTAI distributed one share of FTAI Infrastructure, Inc.

common stock for each FTAI common share held by FTAI’s shareholders of record as of the record date.

As of that date, 99,387,467 shares of common stock were distributed.

This number of shares is utilized for the calculation of basic and diluted loss per share for all periods presented prior to the spin-off.

For the year ended December 31, 2022, these shares are treated as issued and outstanding for purposes of calculating historical earnings per share.

For periods prior to the spin-off, it is assumed that there are no dilutive equity instruments as there were no equity awards of FTAI Infrastructure, Inc.

outstanding prior to the spin-off.

In addition, as of the Spin-off Date, each FTAI option held by the Manager or by the directors, officers, employees, service providers, consultants and advisors of the Manager was converted into an adjusted FTAI option and a new FTAI Infrastructure Inc.

The exercise price of each adjusted FTAI Infrastructure Inc.

option was set to collectively maintain the intrinsic value of the FTAI option immediately prior to the spin-off and to maintain the ratio of the exercise price of the adjusted FTAI option and the FTAI Infrastructure Inc.

option, respectively, to the fair market value of the underlying shares.

The terms and conditions applicable to each FTAI Infrastructure option are substantially similar to the terms and conditions otherwise applicable to the FTAI option.

On August 1, 2022, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation to the Manager for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 16.

We issued 15,000 options to purchase common stock to certain directors as compensation during the year ended December 31, 2022 .

Common Stock Warrants

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The Series II Warrants participate on an as-converted basis in any dividends with respect to the common stock.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

A summary of the status of the Company’s outstanding stock warrants and changes during the year ended December 31, 2025 is as follows:

2 unchanged sentences

3,342,566 $ 9.85

Issued 550,000 10.00

Exercised — —

5 unchanged sentences

(1) Weighted average exercise price as of December 31, 2025 includes adjustments for quarterly dividend payments.

On July 22, 2024, members of Ares Management LLC exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $ 0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

On July 22, 2024, Ares exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

On February 26, 2025, the Company and Ares amended and restated the warrant agreement, initially dated as of August 1, 2022.

As part of the consent fee for the Series A Amendment, the Company issued 550,000 Series A Warrants to entities affiliated with Ares.

The warrants have an exercise price of $ 10.00 per share.

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

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

The weighted average remaining contractual term of the outstanding warrants as of December 31, 2025 is 4.6 years.

2 unchanged sentences

In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications.

We have also entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $ 15.0 million.

We also have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $ 15.0 million.

We will account for such amounts when and if such conditions are achieved.

1 unchanged sentence

SUBSEQUENT EVENTS

EB-5 and EB-5.2 Loan Agreement Extensions

Long Ridge Energy & Power LLC Senior Secured Notes due 2032 and Credit Agreement

The Notes were issued at an issue price equal to 100.00 % of principal, plus accrued interest from and including February 19, 2025.

The Notes will mature on February 15, 2032.

On February 19, 2025, Long Ridge entered into a Credit Agreement to borrow senior secured term loans (the “New Term Loan”) for an aggregate principal amount of $ 400.0 million .

The New Term Loans bear interest at SOFR plus 4.50 % per annum and mature on February 19, 2032.

June 2025 Jefferson Credit Agreement Extension

In January 2026, Jefferson Terminal exercised its option to extend the maturity of its June 2025 Jefferson Credit Agreement to August 31, 2026.

Wheeling Lease Financing

In January 2026, Wheeling entered into an agreement with Bank of Montreal (“BMO”) to finance the lease of 400 railcars.

Proceeds from the transaction were $ 50.0 million and accounted for as a financing liability through Other liabilities on the Consolidated Balance Sheets.

Long Ridge Derivative Letters of Credit Extensions

In February 2026, Long Ridge extended the maturity of its $ 10.0 million and $ 1.0 million letters of credit, provided to electricity swap counterparties, through February 28, 2028 and February 10, 2027, respectively.

Bridge Loan Credit Agreement Refinancing

On February 25, 2026, we entered into a credit agreement (the “Term Loan Credit Agreement”), which provides for a $ 1.35 billion secured term loan facility (the “Term Loan”).

The Term Loan will mature on February 1, 2028 and accrue interest at a rate of 9.75 % per annum.

On February 26, 2026, $ 1,314.6 million of the Term Loan was funded, and the remaining $ 35.4 million was funded on March 10, 2026.

The Company used the net proceeds from the Term Loan to repay in full all outstanding principal and interest (together with fees, expenses and other amounts owed in connection therewith) under the Bridge Loan Credit Agreement.

The Company also used a portion of the net proceeds from the Term Loan to repay the June 2025 Jefferson Credit Agreement in full.

In connection with the Term Loan, the Company and certain of its subsidiaries provided a first-priority security interest in substantially all of their respective assets, subject to customary exceptions and exclusions.

We incurred $ 43.0 million of issuance costs related to the Term Loan Credit Agreement.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 26, 2026 for additional detail.

Acquisition of Outstanding Equity Interests in Long Ridge Energy & Power LLC

On February 26, 2025, the Company entered into a purchase agreement (the “Purchase Agreement”) with certain affiliates of GCM Grosvenor Inc.

(“GCM”), owner of 49.9 % of the limited liability company interests of Long Ridge Energy & Power LLC, to acquire GCM’s 49.9 % interest (the “Long Ridge Acquisition”).

Consideration to GCM for the acquisition included (i) Long Ridge Energy & Power LLC issuing a $ 20.0 million promissory note to an affiliate of GCM, (ii) cash consideration of $ 9.0 million paid by the Company and (iii) 160,000 shares of newly formed Series B Convertible Junior Preferred Stock (the “Series B Preferred Stock”) issued by the Company to certain affiliates of GCM.

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $ 0.01 per share, and junior to the Company’s Series A Preferred Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company.

Each share of Series B Preferred Stock has an initial liquidation preference of $ 1,000 per share.

Holders of the Series B Preferred Stock are entitled to a quarterly compounding, regular dividend (the “Dividend”) equal to 9.00 % per annum for any Dividend paid in cash with respect to the immediately preceding quarter, and

Jefferson Terminal Backstop Agreement

On March 16, 2026, Jefferson Terminal signed a commitment letter for a Senior Secured Bridge Facility, pursuant to which the Company may, at its sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $ 255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility.

If utilized, the proceeds received would be required to be used to repurchase or redeem all outstanding Jefferson Taxable Series 2024B Bonds due July 1, 2026 to the extent that they have not been refinanced by long-term financing at that time.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED AND COMBINED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, unless otherwise noted)

10.00 % per annum for any Dividend paid-in-kind, at the Company’s election and pursuant to the Company’s amended Articles of Incorporation or Bylaws as discussed below.

On February 26, 2025, as required under the Purchase Agreement, the Company entered into an Investor Rights Agreement with certain affiliates of GCM acquiring Series B Preferred Stock as part of the Long Ridge Acquisition.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

Ares Management LLC Warrant Agreement

On February 26, 2025, the Company and Ares Management LLC (“Ares”) amended and restated the warrant agreement, initially dated as of August 1, 2022.

As part of the consent fee for the Series A Amendment, the Company issued 550,000 Series A Warrants to entities affiliated with Ares.

The warrants have an exercise price of $ 10.00 per share.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

Manager Options

On February 26, 2025, in connection with the Series B Preferred stock, the Company paid and issued to its manager, an option to purchase 2,852,049 shares of common stock at a per share exercise price equal to $ 5.61 , the closing price of common stock on February 25, 2025.

The option is fully vested as of the date of grant, is exercisable as to 1/30th of the shares of common stock to which the option is subject on the first day of each of the 30 calendar months following the first full calendar month after the date of grant and expires on the tenth anniversary of the date of grant.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

Amendments to Articles of Incorporation or Bylaws

On February 26, 2025, the Board approved a Certificate of Amendment (the “Amendment”) to the certificate of designations governing its Series A Preferred Stock (the “Series A Certificate of Designations”), which amends certain provisions of the Series A Certificate of Designations to permit the Long Ridge Acquisition and the issuance of the Series B Preferred Stock.

The Amendment also permits the Company to make cash “catch-up” payments to holders of Series A Preferred Stock, with the equivalent amount of previously paid-in-kind dividends correspondingly treated as though initially paid as cash dividends for all purposes under the Series A Certificate of Designations, including with respect to months counted toward an Event of Noncompliance (as defined in the Series A Certificate of Designations).

Furthermore, the Amendment permits the Company to make quarterly cash dividend payments of up to $ 0.03 on its Common Stock, so long as the holders of the Series A Preferred Stock have received cash dividends equal to at least the amount of dividends accrued since the two-year anniversary of the issue date of the Series A Preferred Stock.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

On February 26, 2025, the Company paid Ares a dividend of $ 23.8 million related to its Series A Preferred Stock.

On February 27, 2025, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended December 31, 2024, payable on March 26, 2025 to the holders of record on March 14, 2025.

Amendment to October 2024 Jefferson Credit Agreement

On March 11, 2025, our Jefferson Terminal segment amended its October 2024 Credit Agreement for $ 50.0 million to include two options to extend the maturity date to (i) January 1, 2026 and subsequently to (ii) April 1, 2026.

March 2025 Repauno Credit Agreement

On March 11, 2025, our Repauno segment entered into a credit agreement, providing for a $ 30.0 million term loan facility, which matures on July 18, 2025 with the option to extend the maturity date to April 1, 2026, and bears interest at the sum of 4.00 % plus the secured overnight financing rate as administered by the Federal Reserve Bank of New York.

On February 26, 2026, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended December 31, 2025, payable on April 1, 2026 to the holders of record on March 13, 2026.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data