FTAI Infrastructure Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements: Consolidated Financial Statements of FTAI Infrastructure Inc.: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 58 Consolidated Balance Sheets as of December 31, 2025 and 2024 61 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 63 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023 64 Consolidated Statement of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 65 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 66 Notes to Consolidated Financial Statements 68 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of FTAI Infrastructure Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of FTAI Infrastructure Inc. (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. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. 58 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 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, 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. 59 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. 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 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 We have served as the Company’s auditor since 2021. New York, New York March 16, 2026 60 FTAI INFRASTRUCTURE INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) Notes December 31, 2025 2024 Assets Current assets: Cash and cash equivalents 2 $ 57,351 $ 27,785 Restricted cash and cash equivalents 2 268,595 119,511 Accounts receivable, net 2 95,388 52,994 Other current assets 2 62,677 19,561 Total current assets 484,011 219,851 Leasing equipment, net 4 36,570 37,453 Operating lease right-of-use assets, net 12 133,493 67,937 Property, plant, and equipment, net 5 4,581,771 1,653,468 Investments 6 22,243 12,529 Intangible assets, net 7 43,173 46,229 Goodwill 2 365,703 275,367 Other assets 2 81,697 61,554 Total assets $ 5,748,661 $ 2,374,388 Liabilities Current liabilities: Accounts payable and accrued liabilities 2 $ 280,707 $ 176,425 Debt, net 8 65,438 48,594 Operating lease liabilities 12 9,108 7,172 Derivative liabilities 10 34,381 — Other current liabilities 2 20,363 18,603 Total current liabilities 409,997 250,794 Debt, net 8 3,708,735 1,539,241 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 Total liabilities 4,804,678 1,918,032 Commitments and contingencies 20 — — 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) 18 — 381,218 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) 18 152,642 — 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) 18 937,578 — 61 FTAI INFRASTRUCTURE INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) Equity Common stock ($ 0.01 par value per share; 2,000,000,000 shares authorized; 116,294,461 and 113,934,860 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively) 1,163 1,139 Additional paid in capital 623,771 764,381 Accumulated deficit ( 512,992 ) ( 405,818 ) Accumulated other comprehensive loss ( 90,618 ) ( 157,051 ) Stockholders' equity 21,324 202,651 Non-controlling interests in equity of consolidated subsidiaries ( 167,561 ) ( 127,513 ) Total equity ( 146,237 ) 75,138 Total liabilities, redeemable preferred stock and equity $ 5,748,661 $ 2,374,388 See accompanying notes to the consolidated financial statements. 62 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except share and per share data) Year Ended December 31, Notes 2025 2024 2023 Revenues Total revenues 11 $ 502,520 $ 331,497 $ 320,472 Expenses Operating expenses 2 299,587 247,674 253,672 General and administrative 16,222 14,798 12,833 Acquisition and transaction expenses 27,138 5,457 4,140 Management fees and incentive allocation to affiliate 16 14,714 11,318 12,467 Depreciation and amortization 4, 5, 7 132,489 79,410 80,992 Asset impairment 4,401 72,336 743 Total expenses 494,551 430,993 364,847 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 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 ) (Benefit from) provision for income taxes 15 ( 3,318 ) 3,313 2,470 Net loss ( 152,054 ) ( 266,064 ) ( 159,750 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 44,880 ) ( 42,419 ) ( 38,414 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — Less: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 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: 19 Basic $ ( 2.24 ) $ ( 2.72 ) $ ( 1.78 ) Diluted $ ( 2.26 ) $ ( 2.72 ) $ ( 1.79 ) Weighted average shares outstanding: Basic 115,214,910 108,217,871 102,960,812 Diluted 115,214,910 108,217,871 102,960,812 See accompanying notes to the consolidated financial statements. 63 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Dollars in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 152,054 ) $ ( 266,064 ) $ ( 159,750 ) Other comprehensive income (loss): Other comprehensive income (loss) related to derivatives (1) 70,787 ( 2,523 ) 123,845 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 $ ( 40,741 ) $ ( 202,181 ) $ 282 ______________________________________________________________________________________ (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. 64 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in thousands) 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 Net loss ( 121,336 ) ( 38,414 ) ( 159,750 ) Other comprehensive loss 121,618 121,618 Total comprehensive loss — — ( 121,336 ) 121,618 ( 38,414 ) ( 38,132 ) Acquisition of subsidiary ( 953 ) ( 3,495 ) ( 4,448 ) Distributions to non-controlling interests ( 1,647 ) ( 1,647 ) 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 ) Settlement of equity-based compensation ( 1,629 ) ( 534 ) ( 2,163 ) Equity-based compensation 9,710 ( 511 ) 9,199 Equity - December 31, 2023 $ 1,006 $ 843,971 $ ( 182,173 ) $ ( 178,515 ) $ ( 71,430 ) $ 412,859 Net loss ( 223,645 ) ( 42,419 ) ( 266,064 ) Other comprehensive income 21,464 21,464 Total comprehensive (loss) income — — ( 223,645 ) 21,464 ( 42,419 ) ( 244,600 ) Distributions to non-controlling interests ( 15,039 ) ( 15,039 ) Issuance of common shares 133 419 552 Dividends and accretion of redeemable preferred stock ( 70,814 ) ( 70,814 ) Dividends declared on common stock ( 13,124 ) ( 13,124 ) Settlement of equity-based compensation ( 2,906 ) ( 426 ) ( 3,332 ) Equity-based compensation 6,835 1,801 8,636 Equity - December 31, 2024 $ 1,139 $ 764,381 $ ( 405,818 ) $ ( 157,051 ) $ ( 127,513 ) $ 75,138 Net loss ( 107,174 ) ( 44,880 ) ( 152,054 ) Other comprehensive income 66,433 66,433 Total comprehensive (loss) income — — ( 107,174 ) 66,433 ( 44,880 ) ( 85,621 ) Distributions to non-controlling interests ( 1,314 ) ( 1,314 ) 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 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 financial statements. 65 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Net loss $ ( 152,054 ) $ ( 266,064 ) $ ( 159,750 ) 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 Gain on sale of easement — ( 3,486 ) — Equity-based compensation 11,076 8,636 9,199 Depreciation and amortization 132,489 79,410 80,992 Asset impairment 4,401 72,336 743 Change in deferred income taxes ( 5,764 ) 1,920 2,016 Change in fair value of non-hedge derivatives 603 — 1,125 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 Change in: Accounts receivable ( 9,920 ) 2,133 2,840 Other assets ( 13,282 ) ( 1,976 ) 25,183 Accounts payable and accrued liabilities 51,745 20,970 8,553 Derivative liabilities ( 67,006 ) — — Other liabilities ( 3,413 ) ( 7,001 ) 1,125 Net cash (used in) provided by operating activities ( 118,008 ) ( 15,278 ) 5,513 Cash flows from investing activities: Investment in unconsolidated entities ( 18,548 ) ( 3,826 ) ( 7,077 ) Acquisition of business, net of cash acquired ( 856,644 ) — ( 4,448 ) Acquisition of leasing equipment ( 724 ) ( 3,288 ) ( 1,724 ) 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 ) Investment in equity instruments — ( 5,000 ) — Proceeds from sale of leasing equipment — — 105 Proceeds from insurance recoveries — 267 — Proceeds from sale of property, plant and equipment 2,775 1,198 1,087 Proceeds from sale of easement — 3,486 — Net cash used in investing activities $ ( 1,142,666 ) $ ( 118,137 ) $ ( 147,123 ) 66 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2025 2024 2023 Cash flows from financing activities: Proceeds from debt, net $ 1,794,074 $ 498,426 $ 181,350 Repayment of debt ( 780,364 ) ( 247,594 ) ( 75,131 ) Payment of financing costs ( 62,051 ) ( 11,438 ) ( 8,834 ) 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 ) — — 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 ) Cash dividends - common stock ( 13,831 ) ( 13,124 ) ( 12,372 ) Cash dividends - redeemable preferred stock ( 25,516 ) ( 14,664 ) ( 1,758 ) Net cash provided by financing activities 1,439,324 193,232 79,447 Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents 178,650 59,817 ( 62,163 ) Cash and cash equivalents and restricted cash and cash equivalents, beginning of period 147,296 87,479 149,642 Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 325,946 $ 147,296 $ 87,479 Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest $ 219,634 $ 94,396 $ 88,411 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 ) Dividends and accretion of redeemable preferred stock - NCI ( 44,607 ) — — Financing fees — ( 16,158 ) — See accompanying notes to the consolidated financial statements. 67 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 1. ORGANIZATION FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”) is a Delaware corporation and was originally formed as a limited liability company on December 13, 2021 in connection with the spin-off of the infrastructure business (“FTAI Infrastructure”) of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). 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). 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. 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties —In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars. 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. 68 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Variable Interest Entities —The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. Delaware River Partners LLC During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. 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 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 8) and other qualifying construction projects. 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: Asset Range of Estimated Useful Lives Residual Value Estimates Railcars and locomotives 40 - 50 years from date of manufacture Scrap value at end of useful life Track and track related assets 15 - 50 years from date of manufacture Scrap value at end of useful life Land, site improvements and rights N/A N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and improvements 20 - 30 years Scrap value at end of useful life Railroad equipment 3 - 15 years from date of manufacture Scrap value at end of useful life Power plant 15 - 40 years None Terminal machinery and equipment 15 - 25 years from date of manufacture Scrap value at end of useful life Furniture and fixtures 3 - 6 years from date of purchase None Computer hardware and software 3 - 5 years from date of purchase None Construction in progress N/A N/A Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. Spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service. 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 69 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $ 26.0 million, $ 6.6 million and $ 5.0 million during the years ended December 31, 2025, 2024 and 2023, respectively. 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 $ 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. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from terminal services contracts and currently contracted leases, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. 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: 70 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) December 31, 2025 December 31, 2024 Notes receivable $ 13,605 $ — Prepaid expenses 20,403 9,751 Purchase deposits 3,817 — Other receivables 10,587 384 Inventory 1,269 311 Other assets 12,996 9,115 Total other current assets $ 62,677 $ 19,561 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 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 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, 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. We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value. As of October 1, 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. As part of our assessment, we considered numerous factors, including: • macroeconomic conditions and their potential impact on reporting unit fair value; • industry and market conditions; • cost factors such as increases in raw materials, labor or other costs; • actual financial performance compared with budget and prior projections; and • events that may change the composition or carrying value of its net assets. For our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units. In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. 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 71 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 20% as of October 1, 2025. 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. Our discount rate for our 2025 goodwill impairment analysis was 10.0 % and our assumed terminal growth rate was 2.5 %. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal reporting unit to continue to 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. There were no impairments of goodwill for the years ended December 31, 2025, 2024, and 2023. Intangibles and Amortization —Intangible assets include the value of existing customer relationships acquired in connection with the acquisition of Jefferson Terminal and Transtar. 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 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") 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 $ 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. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis. Rail Revenues —Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated. Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along railroads that are not owned or controlled by us on a net basis. Interline revenues are recognized as the transportation movements occur. 72 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. Lease Income —Lease income consists of rental income from tenants for storage space. Lease income is recognized on a straight-line basis over the terms of the relevant lease agreement. Roadside Services Revenues —Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. 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. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Other revenues are typically invoiced and paid on a monthly basis. Payment terms for revenues are generally short term in nature. Leasing Arrangements —At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets. All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method. Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs. We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities; and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred. Concentration of Credit Risk —We are subject to concentrations of credit risk with respect to amounts due from customers. We attempt to limit our credit risk by performing ongoing credit evaluations. We earned approximately 10 %, 13 % and 12 % of our consolidated revenue from one customer within the Jefferson Terminal segment during the years ended December 31, 2025, 2024 and 2023, respectively, and 32 %, 50 % and 51 % from one customer within the Railroad segment during the years ended December 31, 2025, 2024 and 2023, respectively. 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. 73 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. 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. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. Allowance for Doubtful Accounts —We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging. Expense Recognition —Expenses are recognized on an accrual basis as incurred. 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. Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss at December 31, 2025 are as follows: Derivatives Equity method investee Pension and other postretirement benefit accounts Total Balance at beginning of period $ — $ ( 182,983 ) $ 25,932 $ ( 157,051 ) 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) 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. Components of accumulated other comprehensive loss at December 31, 2024 are as follows: Equity method investee Pension and other postretirement benefit accounts Total Balance at beginning of period $ ( 180,460 ) $ 1,945 $ ( 178,515 ) 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) 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 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 — 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. 74 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Cash Flow Hedges Certain of these derivative instruments are designated and qualify as cash flow hedges. 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, 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. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized. Some of our entities file income tax returns in the U.S. 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 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 (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. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 14 for additional discussion on the pension and postretirement benefit plans. 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 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. 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 75 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. GAAP. 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. 3. 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, 76 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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 Goodwill (1) 90,337 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 $ 1,000 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 $ 476 Unproved properties N/A 216,776 Proved developed properties N/A 168,045 Power generation 12 - 37 850,121 Computer software 2 70 Land and improvements N/A 166,454 Buildings 10 - 39 48,665 Machinery & equipment 2 - 37 62,015 Track and track related assets 8 - 34 4,212 Vehicles 2 - 3 39 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 77 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. 78 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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 4,448 Bridges and tunnels 18 - 50 791,819 Terminal machinery and equipment 2 - 15 5,214 Track and track related assets 2 - 40 218,065 Computer hardware and software 2 - 4 228 Railcars and locomotives 3 - 30 92,609 Other 2 - 8 4,138 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; and • Associated tax-related impacts of adjustments. 79 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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, 2025 2024 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 ) 4. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: December 31, 2025 2024 Leasing equipment $ 49,986 $ 49,262 Less: Accumulated depreciation ( 13,416 ) ( 11,809 ) Leasing equipment, net $ 36,570 $ 37,453 Depreciation expense for leasing equipment is summarized as follows: Year Ended December 31, 2025 2024 2023 Depreciation expense for leasing equipment $ 1,607 $ 1,422 $ 1,148 Sales-Type Leases In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by certain employees of the Manager. The lease is initially for a two-year construction period and eight years post-completion with renewals that extend the lease up to 32 years. We determined that the lease is a sales-type lease as the present value of the lease payments is substantially all of fair value. 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 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. The following table presents future minimum lease payments under the sales-type lease as of December 31, 2025: 2026 $ 780 2027 780 2028 780 2029 780 2030 780 Thereafter 19,500 Total undiscounted lease payments 23,400 Less: Imputed interest 14,585 Total lease receivable $ 8,815 80 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 5. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: December 31, 2025 2024 Land, site improvements and rights $ 513,835 $ 181,874 Buildings and improvements 72,997 19,015 Bridges and tunnels 969,551 176,753 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 Railroad equipment 9,694 9,627 Railcars and locomotives 181,892 95,437 Computer hardware and software 22,532 20,682 Furniture and fixtures 2,246 2,246 Construction in progress 263,495 153,244 Other 30,029 24,183 5,059,283 2,004,204 Less: Accumulated depreciation ( 477,512 ) ( 350,736 ) Property, plant and equipment, net $ 4,581,771 $ 1,653,468 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. 6. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage December 31, 2025 December 31, 2024 Intermodal Finance I, Ltd. Equity method See below $ — $ — Long Ridge Energy & Power LLC (1) Equity method See below — — Long Ridge West Virginia LLC Equity method See below — 116 GM-FTAI Holdco LLC Equity method See below — — 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 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. 81 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following table presents our proportionate share of equity in earnings (losses): Year Ended December 31, 2025 2024 2023 Intermodal Finance I, Ltd. $ 50 $ 40 $ 56 Long Ridge Energy & Power LLC 10,899 ( 29,950 ) ( 9,556 ) Long Ridge West Virginia LLC ( 311 ) ( 7,196 ) ( 393 ) GM-FTAI Holdco LLC ( 7,110 ) ( 17,052 ) ( 12,285 ) Clean Planet Energy USA LLC ( 374 ) ( 1,338 ) ( 2,529 ) Pyroplast Energy LTD ( 74 ) — — The Wheeling Corporation 9,223 — — Total $ 12,303 $ ( 55,496 ) $ ( 24,707 ) Equity Method Investments Intermodal Finance I, Ltd. In 2012, we acquired a 51 % non-controlling interest in Intermodal Finance I, Ltd. (“Intermodal”). Intermodal is governed by a board of directors, and its shareholders have voting rights through their equity interests. As such, Intermodal is not within the scope of ASC 810-20 and should be evaluated for consolidation under the voting interest model. Due to the existence of substantive participating rights of the 49 % equity investor, including the joint approval of material operating and capital decisions, such as material contracts and capital expenditures consistent with ASC 810-10-25-11, we do not have unilateral rights over this investment and, therefore, we do not consolidate Intermodal but account for this investment in accordance with the equity method. We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met. 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. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge. In addition to our equity method investment, in October 2022, we entered into a shareholder loan agreement maturing on October 15, 2023 and accruing paid-in-kind (“PIK”) interest at a 13 % rate. During 2023, the maturity date was extended to May 1, 2032. 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, $ 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 In September 2021, we acquired 1 % of the Class A shares and 50 % of the Class B shares of GM-FTAI Holdco LLC for $ 52.5 million. GM-FTAI Holdco LLC owns a 100 % interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”). GMR specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and GMR are governed by separate boards of directors. Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1 % and 50 % economic interest in GMR and Aleon, respectively. We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC. On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20 % interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5 % of additional interest in Class A shares of GM-FTAI Holdco LLC. As a result of these exchange transactions, we own approximately 27 % of GM-FTAI Holdco LLC, which owns 100 % of both GMR and Aleon. During the year ended December 31, 2024, GM-FTAI Holdco LLC was impacted by severe weather which damaged its facilities and impacted production capabilities. 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 82 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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 In November 2021, we acquired 50 % of the Class A shares of Clean Planet Energy USA LLC (“CPE” or “Clean Planet”) with an initial investment of $ 1.0 million. CPE intends on building waste plastic-to-fuel plants in the United States. 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 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 under U.S. GAAP, but we are not the primary beneficiary. Following the sale, we no longer have a controlling interest in Long Ridge WV, but we still maintain significant influence through our retained interest and account for this investment in accordance with the equity method. Long Ridge WV was formed to build an energy generating property in West Virginia similar to that of Long Ridge Energy & Power LLC. On the deconsolidation, no gain was recorded as all the assets consist of unproved undeveloped gas properties. 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 E-Circuit Motors, Inc. E-Circuit Motors Inc. (“ECM”) is a software company concentrating on the development and sale of printer circuit board stator motors and also utilizes proprietary software to develop and test such motors in a virtual environment. On March 6, 2024, the Company invested $ 5.0 million for 166,667 shares of Series D preferred equity, as well as 166,667 warrants of common stock at $ 0.01 per share in ECM. The preferred shares are convertible to common shares at the option of the investor on a one -for-one basis. We do not exercise significant influence over the investment and will record the preferred share investment as an equity security. The warrants are exercisable only if certain conditions are met over the next two years after the date of the investment. 83 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. The value of the Series D preferred equity and warrants as of the date of investment were determined to be $ 2.5 million each, based on relative fair value. ECM is a private company with no readily determinable fair values; if additional third-party information becomes available we will adjust the value of the investments accordingly. As of December 31, 2025, the investment of $ 5.0 million was recorded in Other assets on the Consolidated Balance Sheet. 7. INTANGIBLE ASSETS, NET I ntangible assets, net are summarized as follows: December 31, 2025 Power and Gas Railroad Total Customer relationships $ 1,000 $ 60,000 $ 61,000 Less: Accumulated amortization ( 56 ) ( 17,771 ) ( 17,827 ) Total intangible assets, net $ 944 $ 42,229 $ 43,173 December 31, 2024 Jefferson Terminal Railroad Total Customer relationships $ 35,513 $ 60,000 $ 95,513 Less: Accumulated amortization ( 35,513 ) ( 13,771 ) ( 49,284 ) Total intangible assets, net $ — $ 46,229 $ 46,229 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 Customer relationships Depreciation and amortization $ 4,061 $ 6,380 $ 7,574 Estimated net annual amortization of intangibles is as follows: 2026 $ 4,067 2027 4,067 2028 4,067 2029 4,067 2030 4,067 Thereafter 22,838 Total $ 43,173 84 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 8. DEBT, NET Our debt, net is summarized as follows: Outstanding Borrowings Stated Interest Rate Maturity Date December 31, 2025 December 31, 2024 Loans payable DRP Revolver (1) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 11/5/26 $ — $ 44,250 DRP DB Term Loan (3) 8.50 % 11/30/26 105,828 — Bridge Loan Credit Agreement (2) (4) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 8/24/26 1,227,294 — EB-5 Loan Agreement (3) 5.75 % (i) 1/25/27 (ii) 3/11/27 (iii) 11/16/27 63,800 63,800 Jefferson Credit Agreement October 2024 (2) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 7/18/25 — 49,056 Jefferson Credit Agreement June 2025 (4) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 8/31/26 30,000 — RailCo Revolver (i) Base Rate + 2.00 %; or (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 %; or (ii) Base Rate + 4.50 % (Term SOFR) 2/19/32 397,000 — Total loans payable 2,031,493 157,106 Bonds payable Series 2020 Bonds (2) (i) Tax Exempt Series 2020A Bonds: 3.625 % (ii) Tax Exempt Series 2020A Bonds: 4.00 % (i) 1/1/35 (ii) 1/1/50 140,753 143,165 Series 2021 Bonds (2) (i) Tax Exempt Series 2021A Bonds: 1.875 % to 3.00 % (ii) Taxable Series 2021B Bonds: 4.10 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 348,240 352,685 Series 2024 Bonds (2) (4) (i) Tax Exempt Series 2024A Bonds: 5.000 % to 5.250 % (ii) Taxable Series 2024B Bonds: 10.000 % (i) 1/1/39 to 1/1/54 (ii) 7/1/26 378,458 368,513 Series 2025 Bonds (2) (i) Tax Exempt Series 2025 Bonds: 6.375 % (ii) Tax Exempt Series 2025 Bonds: 6.625 % (i) 1/1/35 (ii) 1/1/45 297,087 — 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 Total debt 3,796,031 1,602,638 Less: Debt issuance costs ( 21,858 ) ( 14,803 ) Total debt, net $ 3,774,173 $ 1,587,835 Principal debt due within one year $ 66,987 $ 50,000 Less: 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. 85 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. The DRP Revolver is secured by the capital stock of certain of our direct subsidiaries as defined in the related credit agreement. On November 5, 2021, we entered into an amendment to the DRP Revolver, which extended the maturity date under the DRP Revolver to November 5, 2024. On December 22, 2023, we entered into a second amendment to the DRP Revolver which increased the aggregate revolving facility by $ 25.0 million from $ 25.0 million to $ 50.0 million and extended the maturity date under the DRP Revolver to November 5, 2026. 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. Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development, construction and acquisition of certain facilities at Jefferson Terminal. 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. On March 11, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.2 Loan Agreement”). This loan was issued with substantially the same terms as the EB-5 Loan Agreement discussed above and matures in four years from the funding date. The maximum aggregate principal amount available under the EB-5.2 Loan Agreement is $ 9.7 million. On November 16, 2022, Jefferson Terminal entered into a new EB-5 loan agreement (“EB-5.3 Loan Agreement”). This loan was issued with substantially the same terms as the EB-5 Loan Agreement discussed above and matures in five years from the funding date. 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. The Transtar Revolver was guaranteed by the Company and certain subsidiaries of Transtar including a pledge of substantially all of their respective assets. The Transtar 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. In January 2023, our subsidiary entered into an amendment to the Transtar Revolver for an additional $ 25.0 million , for a total facility of $ 50.0 million . 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 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”). The Series 2020 Bonds are designated as $ 184.9 million of Series 2020A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2020A Bonds”), and $ 79.1 million of Series 2020B Taxable Facility Revenue Bonds (the “Taxable Series 2020B Bonds”). The Tax Exempt Series 2020A Bonds maturing on January 1, 2035 ($ 53.5 million aggregate principal amount) bear interest at a fixed rate of 3.625 %. 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 %. 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. 86 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”). The Series 2021A Bonds consist of: i) $ 39.1 million aggregate principal amount of Serial Bonds maturing between January 1, 2026 and January 1, 2031, and bearing interest at specified fixed rates ranging from 1.875 % to 2.625 % per annum, ii) $ 38.2 million aggregate principal amount of Term Bonds maturing January 1, 2036, and bearing interest at a fixed rate of 2.750 % per annum, iii) $ 44.9 million aggregate principal amount of Term Bonds maturing January 1, 2041, and bearing interest at a fixed rate of 2.875 % per annum, and iv) $ 102.8 million aggregate principal amount of Term Bonds maturing January 1, 2050, and bearing interest at a fixed rate of 3.00 % per annum. The Taxable Series 2021B Bonds will mature on January 1, 2028, and bear interest at a fixed rate of 4.100 % per annum. Jefferson Terminal has used a portion of the net proceeds to pay for or reimburse the cost of development, construction and acquisition of certain facilities. Credit Agreement On May 18, 2023, we entered into a credit agreement, which provided for a $ 25.0 million secured loan facility (the “Credit Agreement”). 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 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”). The 2027 Notes bear interest at a rate of 10.500 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2022. The 2027 Notes were issued at an issue price equal to 94.585 %. The 2027 Notes are guaranteed by the Company and the subsidiaries of Transtar including a pledge of substantially all of their respective assets. On July 5, 2023, we issued an additional $ 100.0 million aggregate principal amount of 10.500 % Senior Notes due 2027, at an issue price equal to 95.50 % of principal, plus accrued interest from and including June 1, 2023. 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. 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 On May 14, 2024, we commenced a cash tender offer (the “Tender Offer”) for up to $ 105 million aggregate principal amount of the Tax Exempt Series 2020A and Tax Exempt Series 2021A Bonds (the “Target Bonds”). On June 20, 2024 (the “Settlement Date”), we completed the Tender Offer for $ 108.0 million aggregate principal amount of the Target Bonds under the Tender Offer at an aggregate purchase price of $ 88.8 million , which includes accrued and unpaid interest on such Target Bonds from the last interest payment date up to, but not including, the Settlement Date. Interest ceased to accrue on the Settlement Date for all accepted Target Bonds. 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 Statements of Operations during the year ended December 31, 2024 . 87 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Series 2024 Bonds On June 20, 2024, certain subsidiaries within the Jefferson Terminal segment, and the Port of Beaumont Navigation District of Jefferson County, Texas, completed their previously announced offering of $ 164.4 million principal amount of Series 2024A Dock and Wharf Facility Revenue Bonds (the “Tax Exempt Series 2024A Bonds”) and $ 217.9 million principal amount of Taxable Series 2024B Facility Revenue Bonds (the “Taxable Series 2024B Bonds” and, together with the Tax Exempt Series 2024A Bonds, the “Series 2024 Bonds”). Certain subsidiaries within the Jefferson Terminal segment pledged certain assets in support of the Series 2024 Bonds. The Tax Exempt Series 2024A Bonds consist of: • $ 67,570,000 principal amount of Term Bonds maturing on January 1, 2039, and bearing interest at a fixed rate of 5.000 % per annum, • $ 44,800,000 principal amount of Term Bonds maturing on January 1, 2044, and bearing interest at a fixed rate of 5.125 % per annum, and • $ 52,055,000 principal amount of Term Bonds maturing on January 1, 2054, and bearing interest at a fixed rate of 5.250 % per annum. The Taxable Series 2024B Bonds will mature on July 1, 2026, and bear interest at a fixed rate of 10.000 % per annum. Jefferson Terminal used a portion of the net proceeds from the Series 2024 Bonds to repay the April 2024 Jefferson Credit Agreement in full, pay for or reimburse the cost of development, construction and acquisition of certain facilities, as well as pay for the Tender Offer. The Company also used a portion of the net proceeds from the Taxable Series 2024B Bonds to defease the Taxable Series 2020B Bonds in full for the aggregate principal amount of $ 79.1 million. 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, 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. 88 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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. 89 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 EB-5 Loan Agreement (1) $ — $ 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 Series 2021 Bonds 9,025 4,750 205,415 6,120 6,855 120,520 352,685 Series 2024 Bonds (2) 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. 9. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). 90 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) The following tables set forth our financial assets measured at fair value on a recurring basis by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Fair Value as of Fair Value Measurements Using Fair Value Hierarchy as of December 31, 2025 December 31, 2025 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 57,351 $ 57,351 $ — $ — Market Restricted cash and cash equivalents 268,595 268,595 — — Market Notes receivable 13,605 — 13,605 — Market Total assets $ 339,551 $ 325,946 $ 13,605 $ — Liabilities 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 December 31, 2024 December 31, 2024 Total Level 1 Level 2 Level 3 Valuation Technique Assets Cash and cash equivalents $ 27,785 $ 27,785 $ — $ — Market Restricted cash and cash equivalents 119,511 119,511 — — Market Notes receivable 11,893 — 11,893 — Market 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. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy. 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. 91 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: Warrants 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: December 31, 2025 2024 Series 2020A Bonds (1) $ 115,979 $ 122,978 Series 2021A Bonds (1) 120,448 121,678 Series 2021B Bonds (1) 182,630 179,316 Series 2024A Bonds (1) 160,802 167,291 Series 2024B Bonds (1) 222,949 222,609 Series 2025 Bonds (1) 309,285 — Senior Notes due 2027 — 642,036 Senior Notes due 2032 638,880 — EB-5 Loan Agreement 25,536 23,208 EB-5.2 Loan Agreement 9,529 8,799 EB-5.3 Loan Agreement 25,315 23,583 ______________________________________________________________________________________ (1) Fair value is based upon market prices for similar municipal securities. 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. We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. 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 92 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). 10. 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. 93 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 11. REVENUES 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. Revenues are within the scope of ASC 606, Revenue from Contracts with Customers , unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues. Year Ended December 31, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total Lease income $ 1,821 $ 3,268 $ — $ — $ — $ 5,089 Rail revenues 171,076 — — — 1,406 172,482 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 Other revenue 43 — 281 — — 324 Total revenues $ 172,940 $ 85,658 $ 10,991 $ 179,331 $ 53,600 $ 502,520 Year Ended December 31, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Corporate and Other Total Lease income $ 1,784 $ 3,179 $ — $ — $ 4,963 Rail revenues 178,243 — — — 178,243 Terminal services revenues — 77,467 15,792 — 93,259 Roadside services revenues — — — 55,000 55,000 Other revenue — — 32 — 32 Total revenues $ 180,027 $ 80,646 $ 15,824 $ 55,000 $ 331,497 Year Ended December 31, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Corporate and Other Total Lease income $ 1,652 $ 1,437 $ — $ — $ 3,089 Rail revenues 167,793 — — — 167,793 Terminal services revenues — 70,709 12,641 — 83,350 Roadside services revenues — — — 68,190 68,190 Other revenue — — ( 1,950 ) — ( 1,950 ) 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. 94 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 12. LEASES We have commitments as lessees under lease agreements primarily for real estate, equipment and vehicles. Our leases have remaining lease terms ranging from approximately 0.2 years to 135.9 years. The following table presents lease-related costs: Year Ended December 31, 2025 2024 2023 Finance leases Amortization of right-of-use assets $ 1,223 $ 1,169 $ 1,102 Interest on lease liabilities 256 174 79 Finance lease expense 1,479 1,343 1,181 Operating lease expense 7,448 7,696 7,619 Short-term lease expense 2,262 1,976 2,617 Variable lease expense 4,006 4,243 3,620 Total lease expense $ 15,195 $ 15,258 $ 15,037 The following table presents information related to our operating leases as of and for the years ended December 31, 2025 and 2024: December 31, 2025 2024 Right-of-use assets, net $ 133,493 $ 67,937 Short-term lease liabilities 9,108 7,172 Long-term lease liabilities 71,000 60,893 Total lease liabilities $ 80,108 $ 68,065 Weighted average remaining lease term 46.4 years 33.6 years Weighted average incremental borrowing rate 6.3 % 5.9 % The following table presents supplemental cash flow information for the years ended December 31, 2025, 2024, and 2023: December 31, 2025 2024 2023 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 Sale Leaseback Transaction In the second quarter of 2024, Jefferson Terminal transferred land to the Port of Beaumont Navigation District of Jefferson County, Texas in association with the Tax Exempt Series 2024A Bonds. Jefferson Terminal entered into a ground lease with the Port of Beaumont Navigation District of Jefferson County, Texas on approximately 50 acres of land. Jefferson Terminal was provided access to 10 acres to begin construction of a new dock and supporting facilities. The lease of the 10 acres is an operating lease. This transaction was recorded as a sale in accordance with ASC 842. 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. Once the Port of Beaumont Navigation District of Jefferson County, Texas provides access to the property for construction, the 40 acres will be reassessed as a sale leaseback. This transaction was recorded as a failed sale in accordance with ASC 842 as of December 31, 2024. 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. 95 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 2027 9,415 2028 7,457 2029 5,804 2030 5,375 Thereafter 251,855 Total undiscounted lease payments 290,742 Less: Imputed interest 210,634 Total lease liabilities $ 80,108 13. EQUITY-BASED COMPENSATION On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors. 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 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 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 Restricted shares $ 6,019 $ 399 $ 949 $ 7,029 1.0 Common units 2,300 1,801 1,812 2,673 1.3 Total $ 8,319 $ 2,200 $ 2,761 $ 9,702 Restricted Stock Units to Subsidiary Employees During the year ended December 31, 2023, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $ 16.9 million, based on the closing price of FIP’s stock on the grant date, and vest over three years. These awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021. 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. 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, Remaining Expense To Be Recognized, If All Vesting Conditions Are Met Weighted Average Remaining Contractual Term (in years) 2025 2024 2023 Restricted stock units $ 2,736 $ 6,341 $ 6,268 $ 264 0.2 Total $ 2,736 $ 6,341 $ 6,268 $ 264 96 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: Stock Options Restricted Shares Common Units Restricted Stock Units Options Weighted Average Exercise Price Shares Weighted Average Issuance Price Units Weighted Average Issuance Price Units Weighted Average Issuance Price Outstanding as of December 31, 2024 4,106,088 $ — 720,104 $ — 1,744,363 $ — 1,601,905 $ — Granted 2,852,049 5.61 11,715,489 1.08 2,075,001 1.28 89,601 4.83 Less: exercised or vested 3,863,172 2.64 3,983,452 1.07 1,770,961 1.31 1,221,325 4.04 Less: forfeited and canceled 227,917 2.47 — — — — 19,131 3.51 Outstanding as of December 31, 2025 2,867,048 8,452,141 2,048,403 451,050 Stock Options Restricted Shares Common Units Restricted Stock Units As of December 31, 2025: Weighted average exercise / issuance price (per share) $ 5.56 $ 1.07 $ 1.31 $ 3.51 Aggregate intrinsic value (in thousands) $ 15,949 $ 9,047 $ 2,674 $ 1,583 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 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. 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 We issued restricted shares of our subsidiary to certain employees during the year ended December 31, 2021 that had a grant date fair value of $ 5.6 million, 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. The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date. 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 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. The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date. Common Units We issued 2,075,001 and 1,995,000 common units of our subsidiaries to certain employees for the years ended December 31, 2025 and 2024, respectively, that had grant date fair values of $ 2.7 million and $ 2.7 million, respectively, and vest over three years . These awards are subject to continued employment and compensation expense is recognized ratably over the vesting periods. 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. 97 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. During the year ended December 31, 2023, we issued 150,000 separate common units of our subsidiary that had a grant date fair value of $ 0.2 million and vest over three years . These awards are subject to performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting periods if it is probable that the performance conditions will be met. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date. Director Compensation 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. 14. RETIREMENT BENEFIT PLANS We established a defined benefit pension plan as well as a postretirement benefit plan to assume certain retirement benefit obligations related to eligible Transtar employees. Defined Benefit Pensions Our underfunded pension plan is a tax qualified plan, and we will make contributions accordingly. Our pension plan covers certain eligible Transtar employees and is noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment. The accumulated benefit obligation at December 31, 2025 and 2024 is $ 10.2 million and $ 7.1 million, respectively. Postretirement Benefits Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees of Transtar and their dependents. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees. 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 in the Consolidated Statements of Operations. Year Ended December 31, 2025 2024 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Projected Benefit Obligation Projected benefit obligation, beginning of period $ 15,484 $ 5,656 $ 12,282 $ 32,604 Plan amendment — 1,183 40 ( 21,788 ) Service costs 1,477 357 1,560 800 Interest costs 910 367 731 700 Actuarial losses (gains) 1,104 102 1,068 ( 6,570 ) Benefit paid ( 418 ) ( 131 ) ( 197 ) ( 90 ) Projected benefit obligation, end of period $ 18,557 $ 7,534 $ 15,484 $ 5,656 Plan Assets Fair value of plan assets, beginning of period $ 5,233 $ — $ 3,188 $ — Actual return on plan assets 514 — 301 — Employer contributions 2,756 131 1,941 — Other benefits paid ( 418 ) ( 131 ) ( 197 ) — Fair value of plan assets, end of period $ 8,085 $ — $ 5,233 $ — Funded status at end of year $ ( 10,472 ) $ ( 7,534 ) $ ( 10,251 ) $ ( 5,656 ) As of December 31, 2025 and 2024, the following amounts were recognized in the Consolidated Balance Sheets: Year Ended December 31, 2025 2024 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Current liabilities $ — $ 274 $ — $ 143 Non-current liabilities 10,472 7,260 10,251 5,513 Net amounts recognized at end of period $ 10,472 $ 7,534 $ 10,251 $ 5,656 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, 2025 2024 2023 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Prior service cost (credit) $ — $ 1,183 $ 40 $ ( 21,789 ) $ — $ — Amortization of prior service cost ( 8 ) 1,739 — 1,107 — ( 159 ) Actuarial loss (gain) 906 102 970 ( 6,570 ) 1,432 893 Amortization of actuarial gain — 432 — 390 61 — Total recognized in other comprehensive loss (income) $ 898 $ 3,456 $ 1,010 $ ( 26,862 ) $ 1,493 $ 734 Weighted-average assumptions used to determine the estimated benefit obligation and period costs as of and for the year ended December 31, 2025, 2024 and 2023 are as follows: Year Ended December 31, 2025 2024 2023 Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Pension Benefits Postretirement Benefits Weighted-average assumptions used to determine pension benefit obligation: Discount rate 5.52 % 5.39 % 5.65 % 5.63 % 5.06 % 5.06 % Rate of compensation increase 3.50 % N/A 3.50 % N/A 3.50 % N/A Initial healthcare cost trend rate N/A — % N/A 3.61 % N/A 7.50 % Ultimate healthcare cost trend rate N/A 4.04 % N/A 4.04 % N/A 4.04 % Year ultimate healthcare cost trend rate is reached N/A 2075 N/A 2075 N/A 2075 Weighted-average assumptions used to determine net periodic pension and postretirement costs: 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 5.00 % N/A N/A N/A Rate of compensation increases 3.50 % N/A 3.50 % N/A 3.50 % N/A Average future working lifetime 9.58 years 12.34 years 9.89 years 11.27 years 10.50 years 9.24 years Initial healthcare cost trend rate N/A 3.61 % N/A 7.50 % N/A 5.80 % Ultimate healthcare cost trend rate N/A 4.04 % N/A 4.04 % N/A 3.94 % Year ultimate healthcare cost trend rate is reached N/A 2075 N/A 2075 N/A 2075 The expected return on asset assumption is based on a forward-looking assessment of expected returns by asset class. The expected return produced by the investments within the fund is net of expected administrative expenses to be paid from the plan. The expected return assumption is also consistent with the long-term return goal of the investment policy. The following benefit payments, which reflect expected future service and compensation increases, as appropriate, are expected to be made from the Transtar defined benefit plans: Pension Benefits Postretirement Benefits 2026 $ 737 $ 281 2027 1,026 353 2028 1,314 438 2029 1,594 493 2030 1,537 519 Years 2031-2035 9,269 3,702 The pension plan assets are invested in accordance with the Investment Policy Statement as approved by the Investment Committee. The pension plan assets are held in a master trust that is invested in pooled separate accounts. The assets are valued at fair value and are classified as a Level 2 investment. The separate accounts are valued at fair value based on the underlying equity, fixed income, or short-term instruments held by each account. The separate accounts classified as equity or fixed income funds track the composition and performance of widely used indices and invest in instruments representative of those indices. The fair value of the holdings of each separate account are used to determine the net asset value. We expect to make $ 3.1 million of contributions to the pension plan during 2026. The targets and actual allocations for the pension plan assets as of the year ended December 31, 2025 and 2024 are as follows: Actual Target Asset Allocation 2025 2024 2025 2024 U.S. large cap equity 30 % 31 % 30 % 30 % U.S. small/mid cap equity 26 % 25 % 25 % 25 % U.S. investment grade fixed income and cash equivalents 44 % 44 % 45 % 45 % 15. INCOME TAXES 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, 2025 2024 2023 Current: Federal $ — $ ( 1 ) $ 7 State and local 2,446 1,394 447 Total current provision 2,446 1,393 454 Deferred: Federal ( 4,468 ) ( 256 ) 1,082 State and local ( 1,296 ) 2,176 934 Total deferred provision ( 5,764 ) 1,920 2,016 Total: Federal ( 4,468 ) ( 257 ) 1,089 State and local 1,150 3,570 1,381 Total provision $ ( 3,318 ) $ 3,313 $ 2,470 98 FTAI INFRASTRUCTURE INC. 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. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to separate company state taxes, deferred taxes for tax deductible goodwill, and deferred taxes for certain long-lived assets. Our effective tax rate differs from the U.S. 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 U.S. 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 ) % Other: 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, 2024 2023 U.S. federal tax at statutory rate 21.00 % 21.00 % State and local taxes ( 1.11 ) % 1.79 % Noncontrolling interest ( 1.66 ) % ( 2.17 ) % Deferred adjustment ( 5.17 ) % ( 3.71 ) % Other 0.33 % ( 0.61 ) % Change in valuation allowance ( 14.65 ) % ( 17.88 ) % Provision for income taxes ( 1.26 ) % ( 1.58 ) % 99 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: December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 268,055 $ 189,612 Accrued expenses 21,933 13,331 Interest expense 128,152 84,348 Operating lease liabilities 13,544 84,774 Derivative 97,043 — Investment in partnerships 20,470 14,894 Other 27,517 19,062 Total deferred tax assets 576,714 406,021 Less valuation allowance ( 304,055 ) ( 249,223 ) Net deferred tax assets 272,659 156,798 Deferred tax liabilities: Fixed assets and goodwill ( 461,321 ) ( 73,458 ) Operating lease right-of-use assets ( 85,722 ) ( 72,664 ) Other ( 24,969 ) ( 20,315 ) Net deferred tax liabilities $ ( 299,353 ) $ ( 9,639 ) Deferred tax assets and liabilities are reported net in Other assets or Other liabilities in the Consolidated Balance Sheets. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. We have analyzed our deferred tax assets and have determined, based on the weight of available evidence, that it is more likely than not that a significant portion will not be realized. 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. A summary of the changes in the valuation allowance is as follows: December 31, 2025 2024 2023 Valuation allowance at beginning of period $ 249,223 $ 215,082 $ 214,003 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 $ 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. In addition, the maximum annual use of net operating loss carryforwards may be limited after certain changes in stock ownership. As of and for the year ended December 31, 2025, we had not established a liability for uncertain tax positions as no such positions existed. In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S. 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. 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. 100 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 16. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS We are externally managed by the Manager. The Manager is paid annual fees and incentive fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years . 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 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, 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. Pre-incentive allocation net income does not include any Income Incentive Fee or Capital Gains Incentive Fee (described below) paid to the Manager during the relevant quarter. The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of pre-incentive fee net income of the Company, if any, that exceeds 2.2223 % for portions of such quarter. These calculations will be prorated for any periods of less than three months. 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 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 financial statements. 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 financial statements: Year Ended December 31, 2025 2024 2023 Management fee $ 14,714 $ 11,318 $ 12,467 Income incentive fee — — — Capital gains incentive fee — — — Total $ 14,714 $ 11,318 $ 12,467 For periods post-spin, we pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. 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 101 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. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we do not reimburse the Manager for these expenses. The following table summarizes our reimbursements to the Manager: Year Ended December 31, 2025 2024 2023 Classification in the Consolidated Statements of Operations: General and administrative $ 6,352 $ 5,597 $ 5,598 Acquisition and transaction expenses 5,198 1,452 1,222 Total $ 11,550 $ 7,049 $ 6,820 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock). 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 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: December 31, 2025 2024 Accrued management fee $ 12,172 $ 5,541 Other payables 9,181 4,047 As of December 31, 2025 and 2024, there were no receivables from the Manager. Other Affiliate Transactions 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. 102 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: Year Ended December 31, 2025 2024 2023 Non-controlling interest share of net loss $ ( 43,261 ) $ ( 41,490 ) $ ( 36,918 ) In July 2020, we purchased a 14 % interest in FYX from an affiliate of our Manager, which retained a non-controlling interest in FYX subsequent to the transaction. In May 2022, FTAI purchased an additional 51 % interest in FYX from an unrelated third party for a purchase price of $ 4.6 million, which resulted in our ownership of a majority stake in the entity. In March 2023, we purchased the remaining non-controlling interest of FYX from an affiliate of our Manager for a purchase price of $ 4.4 million. 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 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 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. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. 17. SEGMENT INFORMATION 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. All segment data and related disclosures for earlier periods presented herein have been recast to reflect this segment reporting structure. Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. The Railroad segment is comprised of 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 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 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 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, before series B preferred stock dividend and loss on extinguishment of preferred stock, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA. We believe that net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S. GAAP. The following tables set forth certain information for each reportable segment as provided to and evaluated by the CODM: I. For the Year Ended December 31, 2025 Year Ended December 31, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 172,940 $ 85,658 $ 10,991 $ 179,331 $ — $ 53,600 502,520 Expenses Operating expenses 91,587 68,618 22,733 62,432 2 54,215 299,587 General and administrative — — — — — 16,222 16,222 Acquisition and transaction expenses 3,607 68 4,253 6,594 249 12,367 27,138 Management fees and incentive allocation to affiliate — — — — — 14,714 14,714 Depreciation and amortization 21,273 46,197 9,973 54,236 — 810 132,489 Asset impairment 4,401 — — — — — 4,401 Total expenses 120,868 114,883 36,959 123,262 251 98,328 494,551 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 Loss on modification or extinguishment of debt — ( 748 ) ( 3,324 ) ( 77 ) — ( 55,174 ) ( 59,323 ) Interest expense ( 883 ) ( 65,130 ) ( 6,943 ) ( 88,490 ) — ( 104,468 ) ( 265,914 ) Other income 6,144 3,926 4,475 4,232 1,842 132 20,751 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 ) Provision for (benefit from) income taxes 5,937 ( 1,873 ) 714 ( 7,524 ) — ( 572 ) ( 3,318 ) Net income (loss) 60,540 ( 89,304 ) ( 32,474 ) 109,798 3,002 ( 203,616 ) ( 152,054 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 116 ( 43,261 ) ( 1,709 ) ( 26 ) — — ( 44,880 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — — — — 44,607 Less: Dividends and accretion of redeemable preferred stock — — — — — 55,622 55,622 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 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 110,975 $ 43,625 $ ( 4,775 ) $ 232,990 $ 8,506 $ ( 30,097 ) $ 361,224 Add: Non-controlling share of Adjusted EBITDA 524 27,028 1,492 337 — — 29,381 Add: Equity in earnings (losses) of unconsolidated entities 9,223 — — 10,588 ( 7,558 ) 50 12,303 Less: Interest and other costs on pension and OPEB liabilities 887 — — — — — 887 Less: Dividends and accretion of redeemable preferred stock ( 44,607 ) — — — — ( 55,622 ) ( 100,229 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities ( 26,713 ) — — ( 6,503 ) 2,303 38 ( 30,875 ) Less: Interest expense ( 883 ) ( 65,130 ) ( 6,943 ) ( 88,490 ) — ( 104,468 ) ( 265,914 ) Less: Depreciation and amortization expense ( 21,273 ) ( 51,128 ) ( 9,973 ) ( 34,144 ) — ( 810 ) ( 117,328 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges ( 4,401 ) — — — — — ( 4,401 ) Less: Changes in fair value of non-hedge derivative instruments 4,234 — — ( 171 ) — — 4,063 Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 748 ) ( 3,324 ) ( 77 ) — ( 55,174 ) ( 59,323 ) Less: Acquisition and transaction expenses ( 3,607 ) ( 68 ) ( 4,253 ) ( 6,594 ) ( 249 ) ( 12,367 ) ( 27,138 ) Less: Equity-based compensation expense ( 2,300 ) ( 1,495 ) ( 1,240 ) ( 5,636 ) — ( 405 ) ( 11,076 ) Less: (Provision for) benefit from income taxes ( 5,937 ) 1,873 ( 714 ) 7,524 — 572 3,318 Less: Other non-recurring items ( 305 ) — ( 1,035 ) — — ( 955 ) ( 2,295 ) 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 ) II. For the Year Ended December 31, 2024 Year Ended December 31, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 180,027 $ 80,646 $ 15,824 $ — $ — $ 55,000 331,497 Expenses Operating expenses 97,207 71,203 23,483 2,190 7 53,584 247,674 General and administrative — — — — — 14,798 14,798 Acquisition and transaction expenses 526 23 — 2,293 17 2,598 5,457 Management fees and incentive allocation to affiliate — — — — — 11,318 11,318 Depreciation and amortization 20,200 47,872 9,914 — — 1,424 79,410 Asset impairment — — — — 72,336 — 72,336 Total expenses 117,933 119,098 33,397 4,483 72,360 83,722 $ 430,993 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — ( 37,146 ) ( 18,390 ) 40 ( 55,496 ) (Loss) gain on sale of assets, net ( 704 ) 3,074 — — — — 2,370 Loss on modification or extinguishment of debt — ( 8,925 ) — — — — ( 8,925 ) Interest expense ( 306 ) ( 49,001 ) ( 1,617 ) — — ( 71,184 ) ( 122,108 ) 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 ) 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 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 245 ( 41,491 ) ( 1,173 ) — — — ( 42,419 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 70,814 70,814 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 income (loss) attributable to stockholders: Year Ended December 31, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 84,254 $ 41,967 $ ( 5,186 ) $ 40,246 $ ( 9,485 ) $ ( 24,208 ) $ 127,588 Add: Non-controlling share of Adjusted EBITDA 122 26,264 808 — — — 27,194 Add: Equity in (losses) earnings of unconsolidated entities — — — ( 37,146 ) ( 18,390 ) 40 ( 55,496 ) Less: Interest and other costs on pension and OPEB liabilities 66 — — — — — 66 Less: Dividends and accretion of redeemable preferred stock — — — — — ( 70,814 ) ( 70,814 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 30,006 ) 9,710 24 ( 20,272 ) Less: Interest expense ( 306 ) ( 49,001 ) ( 1,617 ) — — ( 71,184 ) ( 122,108 ) Less: Depreciation and amortization expense ( 20,200 ) ( 52,347 ) ( 9,914 ) — — ( 1,424 ) ( 83,885 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges — — — — ( 70,401 ) — ( 70,401 ) Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 8,925 ) — — — — ( 8,925 ) Less: Acquisition and transaction expenses ( 526 ) ( 23 ) — ( 2,293 ) ( 17 ) ( 2,598 ) ( 5,457 ) Less: Equity-based compensation expense ( 1,801 ) ( 4,233 ) ( 2,108 ) — — ( 494 ) ( 8,636 ) Less: (Provision for) benefit from income taxes ( 4,692 ) 1,667 431 — — ( 719 ) ( 3,313 ) Less: Other non-recurring items — — — — — — — Net income (loss) attributable to stockholders $ 56,917 $ ( 44,631 ) $ ( 17,586 ) $ ( 29,199 ) $ ( 88,583 ) $ ( 171,377 ) $ ( 294,459 ) III. For the Year Ended December 31, 2023 Year Ended December 31, 2023 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 169,445 $ 72,146 $ 10,691 $ — $ — $ 68,190 320,472 Expenses Operating expenses 92,972 66,576 22,203 2,726 29 69,166 253,672 General and administrative — — — — — 12,833 12,833 Acquisition and transaction expenses 737 1,370 — 94 1 1,938 4,140 Management fees and incentive allocation to affiliate — — — — — 12,467 12,467 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 Other (expense) income Equity in (losses) earnings of unconsolidated entities — — — ( 9,949 ) ( 14,814 ) 56 ( 24,707 ) (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 ) Other (expense) income ( 2,164 ) ( 1,302 ) — 7,523 2,529 — 6,586 Total other expense ( 5,822 ) ( 26,453 ) ( 2,557 ) ( 2,429 ) ( 12,285 ) ( 63,359 ) ( 112,905 ) Income (loss) before income taxes 49,581 ( 71,169 ) ( 23,405 ) ( 5,249 ) ( 12,315 ) ( 94,723 ) ( 157,280 ) (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 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 143 ( 36,917 ) ( 1,412 ) — — ( 228 ) ( 38,414 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 62,400 62,400 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 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 78,521 $ 35,694 $ ( 8,061 ) $ 34,784 $ ( 7,253 ) $ ( 26,163 ) $ 107,522 Add: Non-controlling share of Adjusted EBITDA 71 20,328 856 — — 260 21,515 Add: Equity in (losses) earnings of unconsolidated entities — — — ( 9,949 ) ( 14,814 ) 56 ( 24,707 ) Less: Interest and other costs on pension and OPEB liabilities ( 2,130 ) — — — — — ( 2,130 ) Less: Dividends and accretion of redeemable preferred stock — — — — — ( 62,400 ) ( 62,400 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 29,987 ) 9,753 25 ( 20,209 ) Less: Interest expense ( 2,284 ) ( 32,443 ) ( 2,557 ) ( 3 ) — ( 62,316 ) ( 99,603 ) Less: Depreciation and amortization expense ( 19,590 ) ( 49,465 ) ( 9,336 ) — — ( 3,150 ) ( 81,541 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges ( 743 ) — — — — — ( 743 ) Less: Changes in fair value of non-hedge derivative instruments — — ( 1,125 ) — — — ( 1,125 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations ( 937 ) — — — — ( 1,099 ) ( 2,036 ) Less: Acquisition and transaction expenses ( 737 ) ( 1,370 ) — ( 94 ) ( 1 ) ( 1,938 ) ( 4,140 ) Less: Equity-based compensation expense ( 1,394 ) ( 5,865 ) ( 1,770 ) — — ( 170 ) ( 9,199 ) Less: Benefit from (provision for) income taxes 561 ( 2,468 ) ( 496 ) — — ( 67 ) ( 2,470 ) Less: Other non-recurring items ( 1,339 ) ( 1,131 ) — — — — ( 2,470 ) Net income (loss) attributable to stockholders $ 49,999 $ ( 36,720 ) $ ( 22,489 ) $ ( 5,249 ) $ ( 12,315 ) $ ( 156,962 ) $ ( 183,736 ) IV. Balance Sheet The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. December 31, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 90,394 $ 100,455 $ 165,765 $ 84,222 $ 14,716 $ 28,459 $ 484,011 Non-current assets 2,010,137 1,112,460 450,928 1,637,568 32,383 21,174 5,264,650 Total assets 2,100,531 1,212,915 616,693 1,721,790 47,099 49,633 5,748,661 Total debt, net 48,841 959,720 385,759 1,154,374 — 1,225,479 3,774,173 Current liabilities 80,532 121,528 38,964 125,740 910 42,323 409,997 Non-current liabilities 453,909 988,828 390,140 1,334,995 — 1,226,809 4,394,681 Total liabilities 534,441 1,110,356 429,104 1,460,735 910 1,269,132 4,804,678 Redeemable preferred stock 937,578 — — — — 152,642 1,090,220 Non-controlling interests in equity of consolidated subsidiaries 5,996 ( 174,252 ) ( 4,148 ) 4,843 — — ( 167,561 ) Total equity 628,512 102,559 187,589 261,055 46,189 ( 1,372,141 ) ( 146,237 ) Total liabilities, redeemable preferred stock and equity $ 2,100,531 $ 1,212,915 $ 616,693 $ 1,721,790 $ 47,099 $ 49,633 $ 5,748,661 December 31, 2024 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 48,667 $ 154,752 $ 6,756 $ 6 $ 48 $ 9,622 $ 219,851 Non-current assets 662,241 1,118,886 334,882 116 24,307 14,105 2,154,537 Total assets 710,908 1,273,638 341,638 122 24,355 23,727 2,374,388 Total debt, net — 974,351 44,250 — — 569,234 1,587,835 Current liabilities 48,866 131,503 41,136 3,732 20 25,537 250,794 Non-current liabilities 34,348 996,984 47,374 18,240 — 570,292 1,667,238 Total liabilities 83,214 1,128,487 88,510 21,972 20 595,829 1,918,032 Redeemable preferred stock — — — — — 381,218 381,218 Non-controlling interests in equity of consolidated subsidiaries 4,722 ( 130,989 ) ( 1,246 ) — — — ( 127,513 ) Total equity 627,694 145,151 253,128 ( 21,850 ) 24,335 ( 953,320 ) 75,138 Total liabilities, redeemable preferred stock and equity $ 710,908 $ 1,273,638 $ 341,638 $ 122 $ 24,355 $ 23,727 $ 2,374,388 103 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 18. REDEEMABLE PREFERRED STOCK 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 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). 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: Voting 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 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. Dividends 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. Redemption 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”) 104 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: Voting 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 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 105 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. Redemption Mandatory 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 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: Voting The holders of the Series A Warrants - RailCo do not otherwise have any voting rights. Redemption 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. 19. 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 106 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) 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 loss is presented below: Year Ended December 31, (in thousands, except per share data) 2025 2024 2023 Net loss $ ( 152,054 ) $ ( 266,064 ) $ ( 159,750 ) Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 44,880 ) ( 42,419 ) ( 38,414 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — Less: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock ( 207,403 ) ( 294,459 ) ( 183,736 ) Less: Convertible preferred stock dividend 14,118 — — Less: Adjustments attributable to dilutive securities 2,239 — — Less: 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) 115,214,910 108,217,871 102,960,812 Weighted Average Common Stock Outstanding - Diluted (1) 115,214,910 108,217,871 102,960,812 Loss per share: Basic $ ( 2.24 ) $ ( 2.72 ) $ ( 1.78 ) Diluted (2) $ ( 2.26 ) $ ( 2.72 ) $ ( 1.79 ) ______________________________________________________________________________________ (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. Common Stock Warrants On August 1, 2022, in connection with the Redeemable Preferred Stock raise, the Company issued two classes of warrants to the redeemable preferred stockholders. The Series I Warrants represent the right to purchase 3,342,566 shares of common stock, at an exercise price of $ 10.00 per share, and the Series II Warrants represent the right to purchase 3,342,566 shares of common stock at an exercise price of $ 0.01 per share. Both classes of warrants expire on the earlier of August 1, 2030 or a change in control. The Series II Warrants participate on an as-converted basis in any dividends with respect to the common stock. A summary of the status of the Company’s outstanding stock warrants and changes during the year ended December 31, 2025 is as follows: Number of Warrants Weighted Average Exercise Price Outstanding as of December 31, 2024 3,342,566 $ 9.85 Issued 550,000 10.00 Expired — — Exercised — — Outstanding as of December 31, 2025 (1) 3,892,566 $ 9.76 Warrants exercisable as of December 31, 2025 (1) 3,892,566 $ 9.76 ______________________________________________________________________________________ (1) Weighted average exercise price as of December 31, 2025 includes adjustments for quarterly dividend payments. 107 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. The aggregate intrinsic value of the warrants as of December 31, 2025 is $ — million. 20. COMMITMENTS AND CONTINGENCIES 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 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. The contingency related to $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2021, and the contingency related to an additional $ 5.0 million of the total $ 15.0 million was resolved and paid during the year ended December 31, 2022. 21. SUBSEQUENT EVENTS 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. 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. 108 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in tables in thousands, unless otherwise noted) Dividends 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. 109 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.