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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-13 · 39 added, 36 removed, 157 unchanged (32% of the section changed)

12 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

On February 26, 2025, we completed the acquisition of Long Ridge Energy & Power LLC.

Our management is in the process of reviewing the operations of Long Ridge Energy & Power LLC, and integrating its controls into our internal control structure.

In accordance with SEC guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded Long Ridge Energy & Power LLC from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

Long Ridge Energy & Power LLC represented approximately 30% of our total assets, 36% of our total revenues and 64% of our net income as of and for the year ended December 31, 2025.

On December 26, 2025, we completed the acquisition of The Wheeling Corporation.

Our management is in the process of reviewing the operations of The Wheeling Corporation, and integrating its controls into our internal control structure.

In accordance with SEC guidance permitting a company to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting for the year in which the acquisition is completed, we have excluded The Wheeling Corporation from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2025.

The Wheeling Corporation represented approximately 24% of our total assets, 0.5% of our total revenues and 0.1% of our net loss as of and for the year ended December 31, 2025.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

2 unchanged sentences

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein.

Remediation of Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed at December 31, 2023, our management concluded that there was a material weakness in our internal controls over financial reporting as we did not maintain effective internal control in the design and operating effectiveness of certain financial reporting related controls over the review on a timely basis and in sufficient detail of the cash flow projections and certain key assumptions used in the goodwill impairment analysis as of October 1, 2023, relating to the Jefferson Terminal reporting unit,

During the year ended December 31, 2024, we took the following steps to remediate this material weakness:

• Developed detailed cash flow projections on a timely basis allowing for the adequate review and audit of key assumptions and details;

• Developed a new, more detailed model on a contract-by-contract basis at a sufficient level of detail to support our cash flow projections;

• Enacted multi-tiered levels of review of appropriate details and assumptions associated with the model.

During the year ended December 31, 2024, we observed the operation of each of the control changes as part of our remediation efforts, to evaluate whether their effectiveness over a period of time was sufficient for management to conclude that the reported material weakness has been remediated.

Our management has concluded that the identified material weakness in internal control over financial reporting discussed above was fully remediated as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Other than the remediation discussed above, there were no other changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated March 13, 2025 expressed an unqualified opinion thereon.

As indicated in Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Long Ridge Energy & Power LLC and The Wheeling Corporation, which are included in the 2025 consolidated financial statements of the Company and constituted 30% and 24% of total assets, respectively, as of December 31, 2025 and 36% and 0.5% of total revenues and 64% and 0.1% of net income and loss, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Long Ridge Energy & Power LLC and The Wheeling Corporation

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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 and our report dated March 16, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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and LIF LR Holdings LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed February 27, 2025).

Stock Purchase Agreement, dated as of August 6, 2025, between Percy Acquisition LLC and WLE Management Partners, L.P.

(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 6, 2025).

Certificate of Conversion (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed August 1, 2022).

3 unchanged sentences

(incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed August 1, 2022).

Certificate of Designations of Series A Preferred Stock of FTAI Infrastructure Inc.

(incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K, filed August 1, 2022).

Certificate of Amendment to the Certificate of Designations of Series A Senior Preferred Stock of FTAI Infrastructure Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed July 5, 2023).

Second Certificate of Amendment to the Certificate of Designations of Series A Senior Preferred Stock of FTAI Infrastructure Inc., dated as of February 26, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed February 27, 2025).

Certificate of Designations of Series B Convertible Junior Preferred Stock of FTAI Infrastructure Inc., dated as of February 26, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed February 27, 2025).

Indenture, dated as of July 7, 2022, between FTAI Infra Escrow Holdings, LLC and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 of Amendment No.

3 to the Company’s Registration Statement on Form 10, filed July 12, 2022).

First Supplemental Indenture, dated as of July 25, 2022, between FTAI Infra Escrow Holdings, LLC and U.S.

Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed July 25, 2022).

Second Supplemental Indenture, dated as of August 1, 2022, among FTAI Infrastructure Inc., the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed August 1, 2022).

Third Supplemental Indenture, dated as of July 5, 2023, between FTAI Infrastructure Inc.

Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed July 5, 2023).

Description of Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K, filed March 27, 2024).

Description of Securities Registered under Section 12 of the Exchange Act.

Indenture, dated as of February 19, 2025, among Long Ridge Energy LLC, Long Ridge Energy Generation LLC, Ohio GasCo LLC and U.S.

Bank Trust Company, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed February 25, 2025).

Form of 8.750% Senior Secured Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed February 25, 2025).

Amended and Restated Management and Advisory Agreement, dated as of July 31, 2022, between FTAI Infrastructure Inc.

12 unchanged sentences

Purchase and Sale of Power Generation Equipment and Related Services Agreement dated as of February 15, 2019, between Long Ridge Energy Generation LLC and General Electric Company (incorporated by reference to Exhibit 10.18 of Fortress Transportation and Infrastructure Investors LLC's Quarterly Report on Form 10-Q, filed on May 3, 2019).

First Lien Credit Agreement dated as of February 15, 2019, among Ohio River PP Holdco LLC, Ohio Gasco LLC, Long Ridge Energy Generation LLC, the lenders and issuing banks from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent (incorporated by reference to Exhibit 10.19 of Fortress Transportation and Infrastructure Investors LLC’s Quarterly Report on Form 10-Q, filed on May 3, 2019).

Second Lien Credit Agreement dated as of February 15, 2019, among Ohio River PP Holdco LLC, Ohio Gasco LLC, Long Ridge Energy Generation LLC, the lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent (incorporated by reference to Exhibit 10.20 of Fortress Transportation and Infrastructure Investors LLC’s Quarterly Report on Form 10-Q, filed on May 3, 2019).

Second Amended and Restated Senior Loan Agreement, dated as of June 1, 2024 and effective as of June 20, 2024, between Jefferson 2020 Bond Borrower LLC and Port of Beaumont Navigation District of Jefferson County, Texas (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 20, 2024).

19 unchanged sentences

and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed February 27, 2025).

Credit Agreement, dated as of February 19, 2025, among Long Ridge Energy LLC, Long Ridge Energy Generation LLC, Ohio GasCo LC, Citizens Bank, N.A., as Administrative Agent, U.S.

Bank Trust Company, National Association, as collateral agent, Morgan Stanley Senior Funding, Inc., as sole lead arranger and bookrunner, and the various lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed February 25, 2025).

Collateral Agency, Intercreditor and Accounts Agreement, dated as of May 28, 2025, by and among DRP Urban Renewal 4, LLC, Delaware River Partners LLC, the other Repauno Entities (as defined therein), Repauno Financing Holdco LLC, UMB Bank, N.A., and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 3, 2025).

Lease Agreement, dated as of May 28, 2025, by and between DRP Urban Renewal 4, LLC and the New Jersey Economic Development Authority (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed June 3, 2025).

Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of May 28, 2025, executed and delivered by DRP Urban Renewal 4, LLC, Delaware River Partners LLC, and the other Grantors (as defined therein) in favor of the collateral agent named therein for the behalf of the owners of the Series 2025 Bonds (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed June 3, 2025).

Senior Secured Credit Agreement, dated as of May 28, 2025, by and among DRP Urban Renewal 4, LLC, Delaware River Partners LLC, Deutsche Bank Company Americas, Deutsche Bank AG, New York Branch, and the several lenders party from time to time thereto (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed June 3, 2025).

Credit Agreement, dated as of August 25, 2025, among FTAI Infrastructure Inc., the guarantors from time to time party thereto, the Lenders from time to time party thereto and BARCLAYS, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 25, 2025).

Amended and Restated Limited Liability Company Agreement of FIP RR Holdings LLC, dated as of August 25, 2025, by and among FIP RR Holdings LLC, FTAI Infrastructure Inc.

(solely with respect to Section 2.3(c) and Section 12.21) and the other parties thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 25, 2025).

Warrant Agreement, dated as of August 25, 2025, by and among FIP RR Holdings LLC, FTAI Infrastructure Inc.

(solely with respect to Section 7 and Section 14) and the holders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 25, 2025).

FTAI Infrastructure Inc.

Insider Trading Policy.

Insider Trading Policy (incorporated by reference to Exhibit 19.1 of the Company’s Annual Report on Form 10-K, filed March 13, 2025).

Subsidiaries of FTAI Infrastructure, Inc.

10 unchanged sentences

(i) Consolidated Balance Sheets;

(ii) Consolidated and Combined Consolidated Statements of Operations;

(iii) Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income;

(iv) Consolidated and Combined Consolidated Statements of Changes in Equity;

(v) Consolidated and Combined Consolidated Statements of Cash Flows;

and (vi) Notes to Consolidated and Combined Consolidated Financial Statements.

(ii) Consolidated Statements of Operations;

(iii) Consolidated Statements of Comprehensive (Loss) Income;

(iv) Consolidated Statements of Changes in Equity;

(v) Consolidated Statements of Cash Flows;

and (vi) Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

16 unchanged sentences

Chief Executive Officer and President

/s/ Scott Christopher

March 16, 2026

Scott Christopher

Chief Financial Officer, Chief Accounting Officer and Treasurer

Chief Financial Officer and Chief Accounting Officer

Hamilton Date:

5 unchanged sentences

March 16, 2026

/s/ Matthew Rinklin Date:

March 16, 2026

Matthew Rinklin

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 9A. Controls and Procedures