What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-10-31 · 180 added, 283 removed, 365 unchanged (56% of the section changed)

17 unchanged sentences

We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities.

As of September 30, 2025, we had total consolidated assets of $5.5 billion and redeemable preferred stock and equity of $1.1 billion.

As of March 31, 2026, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $820.1 million.

Operating Segments

2 unchanged sentences

Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition.

The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, as well as an equity method investment in Wheeling, which has two freight railroads that provide freight transportation to its customers.

The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets.

The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.

The Power and Gas segment is comprised of Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation.

The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.

Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.

Additionally, Corporate and Other includes an investment in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment.

As the chief operating decision maker (“CODM”) focuses on Transtar, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results.

Due to the immateriality of the results of KRS, we will apply this change prospectively.

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.

7 unchanged sentences

We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.

Adjusted EBITDA is defined as net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA .

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, gains (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.

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.

Comparison of the three and nine months ended September 30, 2025 and 2024

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Comparison of the three months ended March 31, 2026 and 2025

The following table presents our consolidated results of operations:

Three Months Ended March 31, Change

(in thousands) 2026 2025

12 unchanged sentences

Depreciation and amortization 50,691 25,012 25,679

Asset impairment — — — 4,401 — 4,401

Total expenses 185,551 103,227 82,324

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 2,928 (14,308) 17,236 6,247 (38,998) 45,245

Gain on sale of assets, net 28 2,758 (2,730) 119,856 2,595 117,261

(Loss) gain on modification or extinguishment of debt (55,208) 747 (55,955) (59,281) (8,423) (50,858)

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (518) 5,314 (5,832)

(Loss) gain on sale of assets, net (566) 119,828 (120,394)

Loss on modification or extinguishment of debt (45,914) (7) (45,907)

Interest expense (82,487) (43,112) (39,375)

Other income 2,984 3,693 (709)

Total other expense (120,010) (35,779) (84,231) (96,507) (117,757) 21,250

Loss from before income taxes (99,457) (43,048) (56,409) (89,814) (139,413) 49,599

Total other (expense) income (126,501) 85,716 (212,217)

(Loss) income from before income taxes (123,688) 78,650 (202,338)

Provision for (benefit from) income taxes 3,523 (41,514) 45,037

Net loss (104,538) (42,956) (61,582) (54,333) (141,393) 87,060

Net (loss) income (127,211) 120,164 (247,375)

Net loss attributable to non-controlling interest in consolidated subsidiaries - common stockholders (14,260) (11,401) (2,859)

1 unchanged sentence

Dividends and accretion of redeemable preferred stock — 21,841 (21,841)

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (118,352) $ (49,971) $ (68,381) $ (88,444) $ (160,903) $ 72,459

The following table sets forth a reconciliation of net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (150,172) $ 109,724 $ (259,896)

The following table sets forth a reconciliation of net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Three Months Ended March 31, Change

(in thousands) 2026 2025

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (118,352) $ (49,971) $ (68,381) $ (88,444) $ (160,903) $ 72,459

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (150,172) $ 109,724 $ (259,896)

Provision for (benefit from) income taxes 3,523 (41,514) 45,037

1 unchanged sentence

Acquisition and transaction expenses 6,820 3,515 3,305

Losses (gains) on the modification or extinguishment of debt and capital lease obligations 55,208 (747) 55,955 59,281 8,423 50,858

Losses on the modification or extinguishment of debt and capital lease obligations 45,914 7 45,907

Changes in fair value of non-hedge derivative instruments 558 — 558

10 unchanged sentences

2,661 1,035 1,626

Equity in (earnings) losses of unconsolidated entities (2,928) 14,308 (17,236) (6,247) 38,998 (45,245)

Equity in losses (earnings) of unconsolidated entities 518 (5,314) 5,832

Non-controlling share of Adjusted EBITDA (4)

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________________________________________________________

(1) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) depreciation and amortization expense of $34,813 and $19,492, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(9,238) and $—, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(1) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) depreciation and amortization expense of $50,691 and $25,012, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(10,236) and $(1,588), respectively.

(2) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) net income (loss) of $5,100 and $(14,352), (ii) interest expense of $— and $10,826, (iii) depreciation and amortization expense of $1,852 and $6,911, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17, (viii) losses on the modification or extinguishment of debt of $— and $4,724 and (ix) provision for income taxes of $1,371 and $—, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(i) net income (loss) of $11,578 and $(39,132), (ii) interest expense of $7,648 and $32,901, (iii) depreciation and amortization expense of $4,736 and $20,091, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724, (x) provision for income taxes of $1,371 and $— and (xi) other non-recurring items of $1 and $478, respectively.

(3) Includes the following items for the three months ended September 30, 2025:

(i) Railroad severance expense of $7 and (ii) non-ordinary professional fees of $955 .

Includes the following items for the nine months ended September 30, 2025:

(i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385, (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955.

(4) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $120 and $240, (ii) provision for (benefit from) income taxes of $14 and $(98), (iii) interest expense of $4,122 and $3,078, (iv) depreciation and amortization expense of $3,079 and $3,274, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $52 and $—, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $(2) and $—, (ix) losses on the modification or extinguishment of debt of $2 and $(175), (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $(2) and $—, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $344 and $939, (ii) provision for (benefit from) income taxes of $202 and $(374), (iii) interest expense of $11,768 and $7,906, (iv) depreciation and amortization expense of $9,219 and $9,855, (v) changes in fair value of non-hedge derivative instruments of $(3) and $—, (vi) acquisition and transaction expenses of $218 and $3, (vii) interest and other costs on pension and OPEB liabilities of $(5) and $1, (viii) asset impairment charges of $25 and $—, (ix) losses on the modification or extinguishment of debt of $360 and $1,975, (x) equity in earnings of unconsolidated entities of $31 and $—, (xi) dividends and accretion of redeemable preferred stock of $72 and $— and (xii) other non-recurring items of $61 and $—, respectively.

Comparison of the three months ended September 30, 2025 and 2024

Total revenues increased $57.2 million due to higher revenues of $58.6 million in the Power and Gas segment and $1.4 million in the Jefferson Terminal segment, offset by lower revenues of $1.9 million in the Railroad segment and $1.0 million in the Repauno segment.

Rail revenues decreased $1.3 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Terminal services revenues increased $0.8 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.

Power revenues increased $56.5 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Gas revenues increased $1.7 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Comparison of the nine months ended September 30, 2025 and 2024

Total revenues increased $108.3 million due to higher revenues of $117.7 million in the Power and Gas segment and $2.7 million in the Jefferson Terminal segment, offset by lower revenues of $9.0 million in the Railroad segment, $2.1 million in the Repauno segment and $1.0 million in the Corporate and Other segment.

Roadside services revenue decreased $1.9 million due to the decline of roadside services for FYX.

Rail revenues decreased $8.0 million primarily due to a decrease in both carloads and rates per car in the Railroad segment.

Terminal services revenues increased $1.7 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment.

(2) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) net (loss) income of $(518) and $6,578, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.

(3) Includes the following items for the three months ended March 31, 2026:

(i) Railroad severance and integration expenses of $1,471 and (ii) unrealized loss on investment of $1,190.

Includes the following items for the three months ended March 31, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(4) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) equity-based compensation expense of $1,772 and $138, (ii) provision for income taxes of $66 and $104, (iii) interest expense of $4,052 and $3,940, (iv) depreciation and amortization expense of $3,331 and $3,069, (v) acquisition and transaction expenses of $15 and $1, (vi) interest and other costs on pension and OPEB liabilities of $— and $(2), (vii) asset impairment charges of $— and $19, (viii) losses on the modification or extinguishment of debt of $1,489 and $2, (ix) dividends and accretion of redeemable preferred stock of $175 and $— and (x) other non-recurring items of $6 and $61, respectively.

Comparison of the three months ended March 31, 2026 and 2025

Total revenues increased $92.2 million due to higher revenues of $44.7 million in the Power and Gas segment, $42.4 million in the Railroad segment and $7.9 million in the Jefferson Terminal segment, offset by lower revenues of $2.6 million in the Repauno segment.

Rail revenues increased $40.1 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads in the Railroad segment.

Terminal services revenues increased $5.6 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment, offset by lower volumes stemming from the terminal’s current butane contract compared to the prior period contract that ended in March 2025 in the Repauno segment.

Power revenues increased $29.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Gas revenues increased $14.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Comparison of the three months ended September 30, 2025 and 2024

Comparison of the three months ended March 31, 2026 and 2025

Total expenses increased $82.3 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) acquisition and transaction expenses.

Operating expenses increased $53.3 million which primarily reflects:

• an increase of $15.1 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

• a decrease of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment;

partially offset by

• a decrease of $1.0 million primarily due to lower labor costs at the Repauno segment;

• a decrease of $2.2 million in the Railroad segment mainly due to decreased carloads.

Acquisition and transaction expenses increased $0.7 million primarily due to (i) an increase in consulting fees at the Repauno segment and (ii) higher professional fees for a potential acquisition in the Corporate and Other segment, partially offset by a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment.

Depreciation and amortization increased $15.3 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Comparison of the nine months ended September 30, 2025 and 2024

Total expenses increased $79.9 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Operating expenses increased $27.9 million which primarily reflects:

• an increase of $36.4 million primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segmen t ;

• a decrease of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance in the Jefferson Terminal segment;

partially offset by

• a decrease of $0.7 million primarily due to lower labor costs at the Repauno segment;

• a decrease of $5.6 million in the Railroad segment mainly due to decreased carloads.

Acquisition and transaction expenses increased $11.1 million primarily due to (i) legal fees in the Railroad segment related to the Wheeling Acquisition, (ii) consulting fees in the Repauno segment and (iii) higher professional fees for a potential acquisition in the Corporate and Other segment.

Depreciation and amortization increased $33.6 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025, partially offset by a decrease at the Jefferson Terminal segment due to certain assets becoming fully depreciated.

Asset impairment increased $4.4 million due to an adjustment to railcars recorded in the Railroad segment.

Other income (expense)

Total other expense increased $84.2 million during the three months ended September 30, 2025 primarily due to:

• an increase in loss on modification or extinguishment of debt of $56.0 million primarily due to loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment;

• an increase in interest expense of $41.8 million primarily due to an increase in the average outstanding debt of approximately $2.0 billion which consists of (i) $449.3 million for the Corporate Bridge Loan, (ii) $355.3 million for the Series 2025 Bonds, (iii) $17.8 million for the Series 2024 Bonds and (iv) $1.2 billion for Long Ridge Energy & Power LLC debt;

• a decrease in gain on sale of assets of $2.7 million primarily due to a prior year gain from a sales leaseback transaction in the Jefferson Terminal segment;

partially offset by

• an increase of $17.2 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition, as well as the equity pickup of Wheeling in the current period.

Total other expense decreased $21.3 million during the nine months ended September 30, 2025 primarily due to:

• an increase of $45.2 million in equity in earnings of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition, as well as the equity pickup of Wheeling in the current period;

• an increase in gain on sale of assets of $117.3 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025;

• an increase in loss on modification or extinguishment of debt of $50.9 million primarily due to (i) loss on modification or extinguishment of debt due to the payoff of the DRP Revolver and March 2025 Credit Agreement in the Repauno segment and (ii) loss on extinguishment of the Senior Notes due 2027 in the Corporate and Other segment;

• a decrease of $3.6 million in other income due to (i) a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025 at the Power and Gas segment, and (ii) a decrease from a prior year gain from the grant of a pipeline easement at the Jefferson Terminal segment, partially offset by (iii) an increase in other income at the Railroad segment related to pension and OPEB benefits due to favorable adjustments and (iv) an increase in other income at the Repauno segment related to interest on the Series 2025 Bonds funds;

• an increase in interest expense of $86.8 million primarily due to an increase in the average outstanding debt of approximately $1.5 billion which consists of (i) $153.9 million for the Corporate Bridge Loan, (ii) $203.6 million for the Series 2025 Bonds, (iii) $119.1 million for the Series 2024 Bonds and (iv) $1.0 billion for Long Ridge Energy & Power LLC debt.

• an increase of $21.5 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

• an increase of $7.7 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity at Jefferson Terminal;

• an increase of $23.8 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025.

Acquisition and transaction expenses increased $3.3 million primarily due to (i) an increase in legal and consulting fees in the Railroad segment related to the acquisition of Wheeling in December 2025 and (ii) costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition in the Corporate and Other segment.

Depreciation and amortization increased $25.7 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025 and additional assets at the Railroad segment after the acquisition of Wheeling in December 2025.

Other (expense) income

Total other expense increased $212.2 million during the three months ended March 31, 2026 primarily due to:

• an increase in loss on modification or extinguishment of debt of $45.9 million due to loss on extinguishment of the Bridge Loan Credit Agreement in the Corporate and Other segment and the June 2025 Jefferson Credit Agreement in the Jefferson Terminal segment;

• an increase in interest expense of $39.4 million primarily due to an increase in the average outstanding debt of approximately $1.4 billion which primarily consists of (i) $697.8 million for the Corporate Bridge Loan, (ii) $350.4 million for the Series 2025 Bonds, (iii) $392.3 million for Long Ridge Energy & Power LLC debt and (iv) $50.0 million for the RailCo Revolver;

• a decrease in gain on sale of assets of $120.4 million primarily due to a prior year gain from the acquisition of 100% of Long Ridge in February 2025;

• an increase of $5.8 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition, offset by a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC.

Provision for (benefit from) income taxes

Benefit from income taxes increased $37.5 million during the nine months ended September 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Net loss increased $61.6 million and decreased $87.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Provision for income taxes increased $45.0 million during the three months ended March 31, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Net (loss) income

Net loss increased $247.4 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $34.0 million and $173.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA decreased $84.6 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Railroad Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

1 unchanged sentence

Rail revenues 82,023 42,174 39,849

Other revenue 1,130 — 1,130

Total revenues 85,008 42,631 42,377

2 unchanged sentences

Depreciation and amortization 19,487 5,086 14,401

Asset impairment — — — 4,401 — 4,401

Total expenses 67,859 28,118 39,741

Other income (expense)

Equity in earnings of unconsolidated entities 3,013 — 3,013 3,013 — 3,013

Gain (loss) on sale of assets, net 7 (124) 131

Interest expense (1,499) (139) (1,360)

Other income 881 819 62 1,668 467 1,201

Total other income 3,842 746 3,096 4,254 64 4,190

Other (expense) income (514) 388 (902)

Total other (expense) income (2,006) 125 (2,131)

Income before income taxes 15,143 14,638 505

1 unchanged sentence

Net income 11,845 13,826 (1,981)

Net income attributable to non-controlling interest in consolidated subsidiaries - common stockholders 25 71 (46) 158 179 (21)

Net (loss) income attributable to non-controlling interest in consolidated subsidiaries - common stockholders (162) 87 (249)

Preferred dividends and accretion on redeemable non-controlling interests 37,221 — 37,221

Net income attributable to stockholders $ 2,949 $ 14,528 $ (11,579) $ 24,008 $ 44,752 $ (20,744)

The following table sets forth a reconciliation of net income attributable to stockholders to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (25,214) $ 13,739 $ (38,953)

The following table sets forth a reconciliation of net (loss) income attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Three Months Ended March 31, Change

(in thousands) 2026 2025

Net income attributable to stockholders $ 2,949 $ 14,528 $ (11,579) $ 24,008 $ 44,752 $ (20,744)

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (25,214) $ 13,739 $ (38,953)

Provision for income taxes 3,298 812 2,486

8 unchanged sentences

Pro-rata share of Adjusted EBITDA from unconsolidated entities

8,408 — 8,408 8,408 — 8,408

Dividends and accretion of redeemable preferred stock 37,221 — 37,221

7 unchanged sentences

________________________________________________________

(1) Includes the following items for the three and nine months ended September 30, 2025:

(i) net income of $5,185, (ii) depreciation and amortization expense of $1,852 and (iii) provision for income taxes of $1,371.

(2) Includes the following items for the three and nine months ended September 30, 2025:

Railroad severance expense of $7 and $305, respectively.

(3) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $2 and $3, (ii) provision for income taxes of $22 and $6, (iii) depreciation and amortization expense of $25 and $22, (iv) acquisition and transaction expenses of $(4) and $—, (v) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vi) asset impairment charges of $(2) and $—, (vii) equity in earnings of unconsolidated entities of $31 and $—, (viii) dividends and accretion of redeemable preferred stock of $72 and $— and (ix) changes in fair value of non-hedge derivative instruments of $(3) and $—, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $6 and $5, (ii) provision for income taxes of $32 and $13, (iii) interest expense of $2 and $1, (iv) depreciation and amortization expense of $87 and $56, (v) acquisition and transaction expenses of $14 and $1, (vi) interest and other costs on pension and OPEB liabilities of $(5) and $1, (vii) asset impairment charges of $25 and $—, (viii) equity in earnings of unconsolidated entities of $31 and $—, (ix) dividends and accretion of redeemable preferred stock of $72 and $—, (x) changes in fair value of non-hedge derivative instruments of $(3) and $— and (xi) other non-recurring items of $2 and $—, respectively.

Total revenues decreased $1.9 million and $9.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to both a decrease in carloads and rates per car.

Total expenses decreased $2.5 million during the three months ended September 30, 2025 which primarily reflects a decrease in operating expenses mainly due to decreased carloads.

Total expenses increased $1.2 million during the nine months ended September 30, 2025 which primarily reflects (i) an increase in asset impairment of $4.4 million related to a railcar adjustment and (ii) an increase in acquisition and transaction costs of $2.0 million related to the Wheeling Acquisition, partially offset by a decrease in operating expenses of $5.6 million mainly due to decreased carloads.

(1) Includes the following items for the three months ended March 31, 2026:

Railroad severance and integration expenses of $1,471.

(2) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) equity-based compensation expense of $2 and $2, (ii) provision for income taxes of $16 and $5, (iii) interest expense of $7 and $1, (iv) depreciation and amortization expense of $92 and $31, (v) acquisition and transaction expenses of $8 and $1, (vi) interest and other costs on pension and OPEB liabilities of $— and $(2), (vii) dividends and accretion of redeemable preferred stock of $175 and $—, (viii) changes in fair value of non-hedge derivative instruments of $4 and $— and (ix) other non-recurring items of $6 and $—, respectively.

Total revenues increased $42.4 million during the three months ended March 31, 2026 primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads.

Total expenses increased $39.7 million during the three months ended March 31, 2026, which primarily reflects:

• an increase in operating expenses of $23.8 million due to the completed acquisition and consolidation of Wheeling in December 2025;

• an increase in acquisition and transaction costs of $1.5 million related to the completed acquisition and consolidation of Wheeling in December 2025;

• an increase in depreciation and amortization expense of $14.4 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025.

Other income (expense)

Total other income increased $3.1 million and $4.2 million during the three and nine months ended September 30, 2025, respectively, which primarily reflects an increase in equity earnings of unconsolidated entities related to the acquisition of Wheeling and an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Total other expense increased $2.1 million during the three months ended March 31, 2026 which primarily reflects an increase in interest expense on the RailCo Revolver taken in November 2025.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $8.0 million and $4.9 million during the three and nine months ended September 30, 2025, respectively, primarily due to the activity noted above.

Adjusted EBITDA increased $20.3 million during the three months ended March 31, 2026 primarily due to the activity noted above.

Jefferson Terminal Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

6 unchanged sentences

Total expenses 37,800 29,333 8,467

Other income (expense)

Gain on sale of assets, net — 2,753 (2,753) — 2,753 (2,753)

Gain (loss) on modification or extinguishment of debt 13 747 (734) (736) (8,423) 7,687

Other (expense) income

Loss on modification or extinguishment of debt (6,429) (7) (6,422)

Interest expense (16,235) (16,624) 389

2 unchanged sentences

Loss before income taxes (32,339) (25,789) (6,550)

(Benefit from) provision for income taxes (39) (426) 387 720 (1,592) 2,312

Provision for income taxes 212 423 (211)

Net loss (32,551) (26,212) (6,339)

Net loss attributable to non-controlling interest in consolidated subsidiaries (13,679) (11,084) (2,595)

Net loss attributable to stockholders $ (11,978) $ (8,009) $ (3,969) $ (39,072) $ (33,281) $ (5,791)

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (18,872) $ (15,128) $ (3,744)

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Three Months Ended March 31, Change

(in thousands) 2026 2025

Net loss attributable to stockholders $ (11,978) $ (8,009) $ (3,969) $ (39,072) $ (33,281) $ (5,791)

(Benefit from) provision for income taxes (39) (426) 387 720 (1,592) 2,312

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (18,872) $ (15,128) $ (3,744)

Provision for income taxes 212 423 (211)

Equity-based compensation expense 7,253 508 6,745

Acquisition and transaction expenses — (1) 1

(Gains) losses on the modification or extinguishment of debt and capital lease obligations (13) (747) 734 736 8,423 (7,687)

Losses on the modification or extinguishment of debt and capital lease obligations 6,429 7 6,422

Changes in fair value of non-hedge derivative instruments — — —

13 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) depreciation and amortization expense of $11,358 and $11,988 and (ii) capitalized contract costs amortization of $1,233 and $1,233, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(1) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) depreciation and amortization expense of $11,987 and $11,240 and (ii) capitalized contract costs amortization of $1,233 and $1,233, respectively.

(2) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $77 and $157, (ii) provision for (benefit from) income taxes of $(9) and $(100), (iii) interest expense of $3,952 and $3,073, (iv) depreciation and amortization expense of $2,916 and $3,100 and (v) losses on the modification or extinguishment of debt of $(3) and $(175), respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $271 and $828, (ii) provision for (benefit from) income taxes of $167 and $(373), (iii) interest expense of $11,508 and $7,876, (iv) depreciation and amortization expense of $8,705 and $9,346, (v) acquisition and transaction expenses of $16 and $2 and (vi) losses on the modification or extinguishment of debt of $170 and $1,975, respectively.

Total revenues increased $1.4 million and $2.7 million during the three and nine months ended September 30, 2025, respectively, due to an increase in average refined product throughput volumes.

Total expenses decreased $1.4 million during the three months ended September 30, 2025 which primarily reflects:

• a decrease in operating expenses of $0.7 million primarily due to lower costs associated with repairs and maintenance and insurance;

• a decrease in depreciation and amortization of $0.6 million due to certain assets becoming fully depreciated.

Total expenses decreased $5.4 million during the nine months ended September 30, 2025 which primarily reflects:

• a decrease in operating expenses of $2.7 million primarily due to lower costs associated with repairs and maintenance and insurance;

• a decrease in depreciation and amortization of $2.7 million due to certain assets becoming fully depreciated.

Other income (expense)

Total other expense increased $7.9 million during the three months ended September 30, 2025, which reflects (i) a decrease in gain on modification or extinguishment of debt of $0.7 million related to a prior year gain on extinguishment of debt, (ii) an

increase in interest expense of $4.0 million related to additional borrowings and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction.

Total other expense increased $13.1 million during the nine months ended September 30, 2025, which reflects (i) an increase in interest expense of $16.1 million related to additional borrowings, (ii) a decrease in other income of $1.9 million primarily from a prior year gain from the grant of a pipeline easement and (iii) a decrease of $2.8 million from a prior year gain from a sales leaseback transaction, partially offset by a decrease in loss on modification or extinguishment of debt of $7.7 million due to the prior year loss on extinguishment of debt related to the Series 2024 Bond issuance.

(2) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) equity-based compensation expense of $1,679 and $118, (ii) provision for income taxes of $49 and $98, (iii) interest expense of $3,761 and $3,849, (iv) depreciation and amortization expense of $3,062 and $2,889 and (v) losses on the modification or extinguishment of debt of $1,489 and $2, respectively.

Total revenues increased $7.9 million during the three months ended March 31, 2026 due to an increase in average crude product throughput volumes.

Total expenses increased $8.5 million during the three months ended March 31, 2026, which primarily reflects:

• an increase in operating expenses of $7.7 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity;

• an increase in depreciation and amortization of $0.7 million due to additional assets being placed into service.

Other (expense) income

Total other expense increased $6.0 million during the three months ended March 31, 2026, which primarily reflects an increase in loss on modification or extinguishment of debt of $6.4 million related to a current quarter loss on extinguishment of the June 2025 Jefferson Credit Agreement.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $0.7 million and $0.8 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $6.5 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Repauno Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

7 unchanged sentences

Other (expense) income

Loss on modification or extinguishment of debt — — — (3,324) — (3,324)

Interest expense (1,951) (1,518) (433)

2 unchanged sentences

Loss before income taxes (8,556) (7,185) (1,371)

Provision for (benefit from) income taxes 19 (73) 92 56 (234) 290

Provision for income taxes — 12 (12)

Net loss (8,556) (7,197) (1,359)

Net loss attributable to non-controlling interest in consolidated subsidiaries (391) (404) 13

Net loss attributable to stockholders $ (6,167) $ (4,987) $ (1,180) $ (22,570) $ (13,407) $ (9,163)

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (8,165) $ (6,793) $ (1,372)

Three Months Ended March 31, Change

(in thousands) 2026 2025

Net loss attributable to stockholders $ (6,167) $ (4,987) $ (1,180) $ (22,570) $ (13,407) $ (9,163)

Provision for (benefit from) income taxes 19 (73) 92 56 (234) 290

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (8,165) $ (6,793) $ (1,372)

Provision for income taxes — 12 (12)

Equity-based compensation expense 1,592 302 1,290

16 unchanged sentences

________________________________________________________

(1) Includes the following items for the nine months ended September 30, 2025:

(1) Includes the following items for the three months ended March 31, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(2) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $41 and $80, (ii) provision for (benefit from) income taxes of $1 and $(4), (iii) interest expense of $170 and $5, (iv) depreciation and amortization expense of $138 and $152, (v) acquisition and transaction expenses of $56 and $—, (vi) losses on the modification or extinguishment of debt of $5 and $— and (vii) other non-recurring items of $(2) and $—, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(i) equity-based compensation expense of $67 and $106, (ii) provision for (benefit from) income taxes of $3 and $(14), (iii) interest expense of $258 and $29, (iv) depreciation and amortization expense of $427 and $453, (v) acquisition and transaction expenses of $188 and $—, (vi) losses on the modification or extinguishment of debt of $190 and $— and (vii) other non-recurring items of $59 and $—, respectively.

Total revenues decreased $1.0 million and $2.1 million during the three and nine months ended September 30, 2025, respectively, primarily due to lower volumes stemming from the terminal’s existing butane throughput contract that ended in March 2025, partially offset by the commencement of a new butane throughput contract in April 2025.

Total expenses decreased $0.1 million during the three months ended September 30, 2025, which primarily reflects:

• a decrease in operating expenses of $1.0 million associated with lower labor costs;

• an increase in acquisition and transaction expenses of $1.0 million related to consulting fees.

Total expenses increased $2.7 million during the nine months ended September 30, 2025, which primarily reflects:

• a decrease in operating expenses of $0.7 million associated with lower labor costs;

partially offset by

• an increase in acquisition and transaction expenses of $3.3 million related to consulting fees.

(2) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) equity-based compensation expense of $73 and $18, (ii) provision for income taxes of $— and $1, (iii) interest expense of $90 and $90, (iv) depreciation and amortization expense of $119 and $149, (v) asset impairment charges of $— and $19 and (vi) other non-recurring items of $— and $61, respectively.

Total revenues decreased $2.6 million during the three months ended March 31, 2026 primarily due to lower volumes stemming from the terminal’s current butane contract compared to the prior period contract that ended in March 2025.

Other (expense) income

Total other expense increased $0.2 million during the three months ended September 30, 2025, which primarily reflects an increase in interest expense of $2.9 million related to additional borrowings, partially offset by an increase in other income of $2.8 million from the interest on the Series 2025 Bond funds.

Total other expense increased $4.5 million during the nine months ended September 30, 2025, which primarily reflects (i) an

increase in interest expense of $4.1 million related to additional borrowings and (ii) an increase in loss on modification or extinguishment of debt of $3.3 million due to the payoff of the DRP Revolver and March 2025 Credit Agreement, partially offset by an increase in other income of $2.9 million from the interest on the Series 2025 Bond funds.

Total other expense decreased $0.6 million during the three months ended March 31, 2026, which primarily reflects an increase in other income of $1.1 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $0.4 million related to additional borrowings under the Series 2025 Bonds and DRP DB Term Loan in May 2025.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $2.1 million and $1.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA decreased $0.9 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Power and Gas Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

7 unchanged sentences

Total expenses 44,952 13,470 31,482

Other (expense) income

Equity in (losses) earnings of unconsolidated entities — (10,474) 10,474 10,588 (24,847) 35,435

Gain on sale of assets, net — — — 119,952 — 119,952

Loss on modification or extinguishment of debt (47) — (47) (47) — (47)

Other income (expense)

Equity in earnings of unconsolidated entities — 10,588 (10,588)

(Loss) gain on sale of assets, net (573) 119,952 (120,525)

Interest expense (23,666) (9,017) (14,649)

3 unchanged sentences

Benefit from income taxes — (42,457) 42,457

Net income (loss) attributable to stockholders $ 566 $ (8,562) $ 9,128 $ 155,523 $ (19,162) $ 174,685

The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net income (loss) (5,217) 170,044 (175,261)

Net loss attributable to non-controlling interest in consolidated subsidiaries (46) — (46)

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (5,171) $ 170,044 $ (175,215)

Three Months Ended March 31, Change

(in thousands) 2026 2025

Net income (loss) attributable to stockholders $ 566 $ (8,562) $ 9,128 $ 155,523 $ (19,162) $ 174,685

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (5,171) $ 170,044 $ (175,215)

Benefit from income taxes — (42,457) 42,457

13 unchanged sentences

Other non-recurring items — — —

Equity in losses (earnings) of unconsolidated entities — 10,474 (10,474) (10,588) 24,847 (35,435)

Equity in earnings of unconsolidated entities — (10,588) 10,588

Non-controlling share of Adjusted EBITDA (3)

(260) — (260)

Adjusted EBITDA (non-GAAP) $ 26,411 $ 138,090 $ (111,679)

________________________________________________________

(1) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) depreciation and amortization expense of $15,568 and $— and (ii) amortization of other comprehensive income of $(9,238) and $—, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(1) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) depreciation and amortization expense of $16,376 and $6,090 and (ii) amortization of other comprehensive income of $(10,236) and $(1,588), respectively.

(2) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) net loss of $— and $(10,489), (ii) interest expense of $— and $9,544, (iii) depreciation and amortization expense of $— and $6,217, (iv) acquisition and transaction expenses of $— and $47, (v) changes in fair value of non-hedge derivative instruments of $— and $(2,572), (vi) asset impairment charges of $— and $24, (vii) equity method basis adjustments of $— and $17 and (viii) losses on the modification or extinguishment of debt of $— and $4,724, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(i) net income (loss) of $10,576 and $(24,895), (ii) interest expense of $6,352 and $28,219, (iii) depreciation and amortization expense of $2,185 and $18,025, (iv) acquisition and transaction expenses of $201 and $97, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(4,394), (vi) equity-based compensation expense of $— and $2, (vii) asset impairment charges of $— and $274, (viii) equity method basis adjustments of $10 and $49, (ix) losses on the modification or extinguishment of debt of $— and $4,724 and (x) other non-recurring items of $1 and $478, respectively.

Total revenues increased $58.6 million and $117.7 million during the three and nine months ended September 30, 2025, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025.

Total expenses increased $29.2 million and $73.7 million during the three and nine months ended September 30, 2025, respectively, which reflects:

• an increase in operating expenses of $15.1 million and $36.4 million, respectively, primarily related to increased Ohio GasCo LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025;

• an increase in depreciation and amortization expense of $15.6 million and $36.7 million, respectively, related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during February 2025;

partially offset by

• a decrease in acquisition and transaction expenses of $1.5 million for the three months ended September 30, 2025 due to a decrease in legal and consulting expenses related to the acquisition of 100% of Long Ridge in February 2025.

Other (expense) income

Total other expense increased $20.3 million during the three months ended September 30, 2025 which reflects:

• an increase in interest expense of $28.0 million related to interest expense on the Long Ridge debt that is now consolidated;

• a decrease in other income of $2.8 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025;

• a decrease in equity in losses of unconsolidated entities of $10.5 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition.

Total other income increased $88.2 million during the nine months ended September 30, 2025 which reflects:

• an increase in equity in earnings of unconsolidated entities of $35.4 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup of net income recognized in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition;

• an increase in gain on sale of asset of $120.0 million related to the acquisition of 100% of Long Ridge in February 2025;

(2) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) net income of $— and $10,576, (ii) interest expense of $— and $6,352, (iii) depreciation and amortization expense of $— and $2,185, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.

(3) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) equity-based compensation expense of $13 and $—, (ii) interest expense of $194 and $—, (iii) depreciation and amortization expense of $50 and $—, (iv) acquisition and transaction expenses of $7 and $— and (v) changes in fair value of non-hedge derivative instruments of $(4) and $—, respectively.

Total revenues increased $44.7 million during the three months ended March 31, 2026 primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025.

Total expenses increased $31.5 million during the three months ended March 31, 2026, which primarily reflects:

• an increase in operating expenses of $21.5 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025;

• an increase in depreciation and amortization expense of $10.3 million related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during February 2025.

Other income (expense)

Total other expense increased $146.0 million during the three months ended March 31, 2026, which reflects:

• an increase in interest expense of $14.6 million related to interest expense on the Long Ridge debt that is now consolidated;

• a decrease in other income of $5.4 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of 100% of Long Ridge in February 2025.

• a decrease in gain on sale of assets, net of $120.5 million due to a gain recognized in the prior year on the acquisition of 100% of Long Ridge in February 2025;

• a decrease in equity in earnings of unconsolidated entities of $10.6 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of

Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition.

Benefit from income taxes

Benefit from income taxes increased $42.5 million during the nine months ended September 30, 2025 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Benefit from income taxes decreased $42.5 million during the three months ended March 31, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $24.6 million and $166.5 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA decreased $111.7 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Sustainability and Energy Transition Segment

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

1 unchanged sentence

Total revenues — — —

Operating expenses — — — 2 7 (5)

Total expenses — — — 2 7 (5)

Other (expense) income

2 unchanged sentences

Total other income (expense) 219 (4,985) 5,204

Net income (loss) attributable to stockholders $ 479 $ (2,638) $ 3,117 $ (5,577) $ (12,033) $ 6,456

The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 219 $ (4,985) $ 5,204

The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Three Months Ended March 31, Change

(in thousands) 2026 2025

Net income (loss) attributable to stockholders $ 479 $ (2,638) $ 3,117 $ (5,577) $ (12,033) $ 6,456

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 219 $ (4,985) $ 5,204

Provision for income taxes — — —

16 unchanged sentences

________________________________________________________

(1) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) net loss of $(85) and $(3,845), (ii) interest expense of $— and $1,272 and (iii) depreciation and amortization expense of $— and $694, respectively .

Includes the following items for the nine months ended September 30, 2025 and 2024:

(1) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) net loss of $(518) and $(3,948), (ii) interest expense of $— and $1,284 and (iii) depreciation and amortization expense of $— and $699, respectively .

Other (expense) income

Total other income increased $3.1 million and $6.5 million during the three and nine months ended September 30, 2025, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Total other income increased $5.2 million during the three months ended March 31, 2026, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $1.2 million and $5.0 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA increased $1.8 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Corporate and Other

The following table presents our results of operations:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

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Net loss (92,951) (25,312) (67,639)

Net income attributable to non-controlling interest in consolidated subsidiaries 18 — 18

Dividends and accretion of redeemable preferred stock — 21,841 (21,841)

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The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

Three Months Ended March 31, Change

(in thousands) 2026 2025

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Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)

— (8) 8 (38) (24) (14)

Dividends and accretion of redeemable preferred stock — 21,841 (21,841)

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________________________________________________________

(1) Includes the following items for the three months ended September 30, 2025 and 2024:

(i) net loss of $— and $(18) and (ii) interest expense of $— and $10, respectively.

Includes the following items for the nine months ended September 30, 2025 and 2024:

(1) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) net loss of $— and $(50) and (ii) interest expense of $— and $12, respectively.

(2) Includes the following items for the three and nine months ended September 30, 2025 and 2024:

non-ordinary professional fees of $955.

Total revenues decreased $1.0 million during the nine months ended September 30, 2025 primarily due to a decrease in roadside services at FYX.

Total expenses increased $4.2 million during the three months ended September 30, 2025, which primarily reflects an increase in acquisition and transaction expenses of $1.8 million primarily due to higher professional fees for a potential acquisition.

Total expenses increased $7.9 million during the nine months ended September 30, 2025, respectively, which primarily reflects:

• an increase in general and administrative expenses of $1.5 million due to higher professional fees;

• an increase in acquisition and transaction expenses of $5.2 million primarily due to higher professional fees for a potential acquisition;

partially offset by

• a decrease in depreciation and amortization expense of $0.8 million primarily due to assets that became fully depreciated.

(2) Includes the following items for the three months ended March 31, 2026:

unrealized loss on investment of $1,190.

(3) Includes the following items for the three months ended March 31, 2026 and 2025:

(i) equity-based compensation expense of $5 and $—, (ii) provision for income taxes of $1 and $— and (iii) depreciation and amortization expense of $8 and $—, respectively.

Total expenses increased $3.2 million during the three months ended March 31, 2026, which primarily reflects an increase in acquisition and transaction expenses of $2.4 million primarily due to costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition.

Other income (expense)

Total other expense increased $62.1 million and $59.9 million during the three and nine months ended September 30, 2025, respectively, due to loss on extinguishment of the Senior Notes due 2027 during the current quarter.

Total other expense increased $63.9 million during the three months ended March 31, 2026 primarily due to (i) loss on extinguishment of the Bridge Loan Credit Agreement during the current quarter and (ii) an increase in interest expense due to additional borrowings under the Term Loan Credit Agreement during the quarter.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $1.2 million and $3.5 million during the three and nine months ended September 30, 2025, respectively, primarily due to the changes noted above.

Adjusted EBITDA decreased $0.7 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Liquidity and Capital Resources

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This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.

As discussed in Note 2 to the consolidated financial statements, as part of the evaluation under ASC 205-40, management reviewed its debt maturities over the next 12 months and concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support, in full, the repayment of $1.55 billion of debt due in approximately 12 months.

In performing the second step of this assessment, the Company evaluated whether it is probable that the Company’s plans will be effectively implemented within one year after the financial statements are issued and whether it is probable that those plans will alleviate the liquidity risk raised in the first step of the evaluation.

Management approved and has begun implementing a plan to alleviate liquidity risk by (i) refinancing the Jefferson Taxable Series 2024B Bonds and issuing a new term loan with a multi-year maturity, (ii) refinancing the existing $1.25 billion term loan through the issuance of new long-term senior notes and (iii) the consummation of the Wheeling Acquisition.

If fully implemented, the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued.

Management will continue to evaluate its liquidity and financial position and update future plans accordingly.

During the quarter, we have (i) refinanced the Bridge Loan Credit Agreement with the Term Loan Credit Agreement (see Note 7 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 $255.0 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 7 for additional details).

However, the Company has significant remaining debt obligations, which it continues to actively manage.

The planned sale of Long Ridge will further improve the Company’s liquidity position and reduce our total debt (see Note 18 for additional details).

planned actions, including the sale of Long Ridge, are considered probable to be implemented and to provide sufficient liquidity for the Company to meet its obligations as they become due over the twelve months from the date the financial statements were issued.

Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments.

• Cash used for investing activities was $1.1 billion and $89.6 million during the nine months ended September 30, 2025 and 2024, respectively.

• Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.

• Cash used for investing activities was $44.8 million and $164.3 million during the three months ended March 31, 2026 and 2025, respectively.

• Uses of liquidity associated with our operating and interest expenses are captured on a net basis in our cash flows from operating activities.

Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of September 30, 2025, (ii) revenues from our infrastructure business net of operating expenses and (iii) proceeds from borrowings.

• Cash flows used in operating activities were $115.3 million and $7.2 million during the nine months ended September 30, 2025 and 2024, respectively.

• During the nine months ended September 30, 2025, additional borrowings were obtained in connection with (i) the May 2025 Long Ridge Credit Agreement of $40.0 million, (ii) the June 2025 Jefferson Credit Agreement of $30.0 million, (iii) the DRP DB Term Loan of $100.0 million, (iv) the Series 2025 Bonds of $300.0 million and (v) the Bridge Loan Credit Agreement of $1.25 billion.

Additionally, during the nine months ended September 30, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details).

In May 2025, we used a portion of the net proceeds from the Series 2025 Bonds and DRP DB Term Loan to repay (i) the March 2025 Repauno Credit Agreement of $30.0 million, (ii) the October 2024 Jefferson Credit Agreement of $50.0 million and (iii) the DRP Revolver of $44.3 million.

In August 2025, we used a portion of the net proceeds from the Bridge Loan Credit Agreement to redeem the Senior Notes due 2027.

During the nine months ended September 30, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million and (ii) Series 2024 Bond Offering of $382.3 million.

In June 2024, we used a portion of the net proceeds from the Series 2024 Bonds to (i) repay the April 2024 Jefferson Credit Agreement of $75.0 million, (ii) fund the $108.0 million for the Tender Offer and (iii) refinance the Taxable Series 2020B Bonds of $79.1 million.

In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel a portion of the Tax Exempt Series 2021A Bonds of $6.0 million.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of March 31, 2026, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) opportunistic sales of assets or investments.

• Cash flows used in operating activities were $69.4 million and $85.7 million during the three months ended March 31, 2026 and 2025, respectively.

• During the three months ended March 31, 2026, additional borrowings were obtained in connection with the Term Loan Credit Agreement of $1.35 billion.

In February 2026, we used a portion of the net proceeds from the Term Loan Credit Agreement to repay the Bridge Loan Credit Agreement of $1.25 million.

In March 2026, we also used a portion of the net proceeds from the Term Loan Credit Agreement to repay the June 2025 Jefferson Credit Agreement of $30.0 million.

We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months.

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Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors.

Our restricted cash and cash equivalents are available to finance construction projects, as well as meet debt service obligations.

Historical Cash Flow

Comparison of the nine months ended September 30, 2025 and 2024

The following table compares the historical cash flow for the nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

Comparison of the three months ended March 31, 2026 and 2025

The following table compares the historical cash flow for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(in thousands) 2026 2025

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Net cash used in operating activities $ (69,377) $ (85,651)

Net cash used in investing activities (1,096,879) (89,638)

Net cash provided by financing activities 1,418,754 154,015

Net cash used in operating activities increased $108.0 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $45.2 million, (ii) changes in working capital of $84.5 million, (iii) an increase in gain on sale of subsidiaries of $120.0 million, (iv) changes in deferred income taxes of $37.3 million and (v) an increase in amortization of other comprehensive income of $14.0 million, partially offset by (i) an increase in net income of $87.1 million, (ii) an increase in depreciation and amortization of $33.6 million, (iii) an increase in loss on modification or extinguishment of debt of $50.9 million, (iv) an increase in amortization of bond discount of $5.6 million, (v) an increase in amortization of deferred financing costs of $5.0 million, (vi) an increase in asset impairment of $4.4 million, (vii) a decrease in gain on sale of easement of $3.5 million and (viii) a decrease in gain on sale of assets, net of $2.7 million.

Net cash used in investing activities increased $1.0 billion, primarily due to (i) an increase in the acquisition of business of $226.6 million, (ii) an increase in proceeds from investor loan of $11.0 million, (iii) a decrease in the investment of equity instruments of $5.0 million, (iv) an increase in investment in convertible promissory notes of $31.5 million, (v) an increase in proceeds from the sale of property, plant and equipment of $2.1 million and (vi) a decrease in the acquisition of leasing equipment of $1.0 million, offset by (i) an increase in the acquisition of property, plant and equipment of $161.3 million, (ii) an increase in the investment in unconsolidated entities of $1.1 billion and (iii) a decrease in proceeds from sale of easement of $3.5 million.

Net cash used in financing activities increased $1.3 billion, primarily due to (i) an increase in the payment of cash dividends on preferred stock of $15.8 million, (ii) an increase in redeemable preferred stock issuance costs of $20.6 million, (iii) an increase in payment of financing costs of $49.5 million, (iv) an increase in repayment of debt of $515.8 million and (v) an increase in repayment of preferred stock of $447.1 million, partially offset by (i) an increase in proceeds from debt of $1.3 billion, (ii) an increase in proceeds from the issuance of redeemable preferred stock of $1.0 billion, (iii) a decrease in distributions to non-controlling interests of $15.0 million, (iv) a decrease in settlement of equity-based compensation of $2.0 million and (v) an increase in proceeds from issuance of common stock of $2.7 million.

Net cash (used in) provided by investing activities (44,755) 164,299

Net cash provided by (used in) financing activities 15,617 (2,537)

Net cash used in operating activities decreased $16.3 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in losses of unconsolidated entities of $5.8 million, (ii) changes in working capital of $7.4 million, (iii) a decrease in gain on sale of subsidiaries of $120.0 million, (iv) changes in deferred income taxes of $43.4 million, (v) an increase in depreciation and amortization of $25.7 million, (vi) an increase in loss on modification or extinguishment of debt of $45.9 million, (vii) an increase in amortization of bond discount of $10.3 million, (viii) an increase in amortization of deferred financing costs of $1.0 million and (ix) an increase in equity-based compensation of $9.7 million, partially offset by (i) an increase in amortization of other comprehensive income of $8.6 million and (ii) an increase in net loss of $247.4 million.

Net cash used in investing activities increased $209.1 million, primarily due to (i) a decrease in the acquisition of business of $226.6 million and (ii) a decrease in proceeds from investor loan of $11.0 million, partially offset by (i) an increase in proceeds from the sale of property, plant and equipment of $8.8 million and (ii) a decrease in the acquisition of property, plant and equipment of $20.1 million.

Net cash provided by financing activities increased $18.2 million, primarily due to (i) a decrease in the payment of cash dividends on preferred stock of $25.5 million, (ii) an increase in proceeds from debt of $1.3 billion and (iii) an increase in proceeds from financing obligation of $50.0 million, partially offset by (i) an increase in repayment of debt of $1.3 billion, (ii) an increase in payment of financing costs of $10.3 million, (iii) an increase in cash dividends paid for redeemable preferred stock - NCI of $5.0 million and (iv) an increase in settlement of equity-based compensation of $2.3 million.

Debt Obligations

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Our material cash requirements include the following contractual and other obligations:

Debt Obligations — As of September 30, 2025, we had outstanding principal and interest payment obligations of $3.8 billion and $1.3 billion, respectively, of which, there are $1.6 billion of principal payments due and $245.5 million of interest payments due within the next twelve months.

Debt Obligations — As of March 31, 2026, we had outstanding principal and interest payment obligations of $3.9 billion and $1.4 billion, respectively, of which, there are $25.4 million of principal payments due and $302.5 million of interest payments due within the next twelve months.

As of March 31, 2026, we had $37.1 million of unused borrowing capacity.

See Note 7 to the consolidated financial statements for additional information about our debt obligations.

Unrestricted subsidiaries of FTAI Infrastructure Inc., including Long Ridge Energy & Power LLC, do not guarantee nor are they subject to the restrictive covenants of the agreements governing the indebtedness of FTAI Infrastructure Inc.

As of September 30, 2025, the assets of these unrestricted subsidiaries accounted for approximately 32% of our total assets.

Lease Obligations —As of September 30, 2025, we had outstanding operating and finance lease obligations of $171.0 million, of which $10.0 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payments of $17.9 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for nine months.

Lease Obligations —As of March 31, 2026, we had outstanding operating and finance lease obligations of $366.3 million, of which $16.6 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payments of $135.5 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment.

See Note 15 for additional information related to our preferred stock obligations.

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We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due.

We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash

on hand, cash generated from our current operations and the issuance of securities in the future.

We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future.

Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required.

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Critical Accounting Estimates and Policies

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

As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.

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.

We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

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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 cash flows, including forecasted revenue and revenue growth rates and discount rates.

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

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The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads.

At October 1, 2024, approximately 6.0 million barrels of storage was operational.

Our discount rate for our 2024 goodwill impairment analysis was 9.5% and our assumed terminal growth rate was 2.5%.

Our discount rate for our 2025 goodwill impairment analysis was 10% 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.

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Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.

We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years.

We expect the Jefferson Terminal reporting unit to continue to grow and generate positive Adjusted EBITDA in future years.

Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis