FTAI Infrastructure Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”). Our MD&A should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes, and with Part II, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Overview We are in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products, including crude oil, refined products and clean fuels. Our Power and Gas business develops and operates facilities, such as a 485 megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value. Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. 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 March 31, 2026, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $820.1 million. Operating Segments 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. Our Manager 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. Results of Operations Adjusted EBITDA (Non-GAAP) The CODM utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. 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, 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 33 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. 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 Revenues Lease income $ 2,495 $ 1,337 $ 1,158 Rail revenues 82,293 42,174 40,119 Terminal services revenues 28,308 22,705 5,603 Roadside services revenues 12,554 12,976 (422) Power revenues 45,628 15,780 29,848 Gas revenues 15,956 1,188 14,768 Other revenue 1,130 1 1,129 Total revenues 188,364 96,161 92,203 Expenses Operating expenses 120,394 67,045 53,349 General and administrative 3,554 5,113 (1,559) Acquisition and transaction expenses 6,820 3,515 3,305 Management fees and incentive allocation to affiliate 4,092 2,542 1,550 Depreciation and amortization 50,691 25,012 25,679 Total expenses 185,551 103,227 82,324 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) 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) income (127,211) 120,164 (247,375) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries - common stockholders (14,260) (11,401) (2,859) Less: Preferred dividends and accretion on redeemable non-controlling interests 37,221 — 37,221 Less: Dividends and accretion of redeemable preferred stock — 21,841 (21,841) 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) 34 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) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (150,172) $ 109,724 $ (259,896) Add: Provision for (benefit from) income taxes 3,523 (41,514) 45,037 Add: Equity-based compensation expense 10,978 1,253 9,725 Add: Acquisition and transaction expenses 6,820 3,515 3,305 Add: Losses on the modification or extinguishment of debt and capital lease obligations 45,914 7 45,907 Add: Changes in fair value of non-hedge derivative instruments 558 — 558 Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense (1) 41,688 24,657 17,031 Add: Interest expense 82,487 43,112 39,375 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) (518) 4,500 (5,018) Add: Dividends and accretion of redeemable preferred stock 37,221 21,841 15,380 Add: Interest and other costs on pension and OPEB liabilities (180) (265) 85 Add: Other non-recurring items (3) 2,661 1,035 1,626 Less: Equity in losses (earnings) of unconsolidated entities 518 (5,314) 5,832 Less: Non-controlling share of Adjusted EBITDA (4) (10,906) (7,332) (3,574) Adjusted EBITDA (Non-GAAP) $ 70,592 $ 155,219 $ (84,627) ________________________________________________________ (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 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. Revenue 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. 35 Expenses 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 $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; and • 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; and • 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; and • 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 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 decreased $84.6 million during the three months ended March 31, 2026 primarily due to the changes noted above. 36 Railroad Segment The following table presents our results of operations: Three Months Ended March 31, Change (in thousands) 2026 2025 Revenues Lease income $ 1,855 $ 457 $ 1,398 Rail revenues 82,023 42,174 39,849 Other revenue 1,130 — 1,130 Total revenues 85,008 42,631 42,377 Expenses Operating expenses 46,764 22,939 23,825 Acquisition and transaction expenses 1,608 93 1,515 Depreciation and amortization 19,487 5,086 14,401 Total expenses 67,859 28,118 39,741 Other income (expense) Gain (loss) on sale of assets, net 7 (124) 131 Interest expense (1,499) (139) (1,360) Other (expense) income (514) 388 (902) Total other (expense) income (2,006) 125 (2,131) Income before income taxes 15,143 14,638 505 Provision for income taxes 3,298 812 2,486 Net income 11,845 13,826 (1,981) Less: Net (loss) income attributable to non-controlling interest in consolidated subsidiaries - common stockholders (162) 87 (249) Less: Preferred dividends and accretion on redeemable non-controlling interests 37,221 — 37,221 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) 37 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 (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (25,214) $ 13,739 $ (38,953) Add: Provision for income taxes 3,298 812 2,486 Add: Equity-based compensation expense 447 358 89 Add: Acquisition and transaction expenses 1,608 93 1,515 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — Add: Changes in fair value of non-hedge derivative instruments 906 — 906 Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense 19,487 5,086 14,401 Add: Interest expense 1,499 139 1,360 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — Add: Dividends and accretion of redeemable preferred stock 37,221 — 37,221 Add: Interest and other costs on pension and OPEB liabilities (180) (265) 85 Add: Other non-recurring items (1) 1,471 — 1,471 Less: Equity in earnings of unconsolidated entities — — — Less: Non-controlling share of Adjusted EBITDA (2) (310) (38) (272) Adjusted EBITDA (Non-GAAP) $ 40,233 $ 19,924 $ 20,309 ________________________________________________________ (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. Revenues 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. Expenses 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; and • 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 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 increased $20.3 million during the three months ended March 31, 2026 primarily due to the activity noted above. 38 Jefferson Terminal Segment The following table presents our results of operations: Three Months Ended March 31, Change (in thousands) 2026 2025 Revenues Lease income $ 640 $ 880 $ (240) Terminal services revenues 26,678 18,569 8,109 Total revenues 27,318 19,449 7,869 Expenses Operating expenses 25,813 18,094 7,719 Acquisition and transaction expenses — (1) 1 Depreciation and amortization 11,987 11,240 747 Total expenses 37,800 29,333 8,467 Other (expense) income Loss on modification or extinguishment of debt (6,429) (7) (6,422) Interest expense (16,235) (16,624) 389 Other income 807 726 81 Total other expense (21,857) (15,905) (5,952) Loss before income taxes (32,339) (25,789) (6,550) Provision for income taxes 212 423 (211) Net loss (32,551) (26,212) (6,339) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (13,679) (11,084) (2,595) Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (18,872) $ (15,128) $ (3,744) 39 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, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (18,872) $ (15,128) $ (3,744) Add: Provision for income taxes 212 423 (211) Add: Equity-based compensation expense 7,253 508 6,745 Add: Acquisition and transaction expenses — (1) 1 Add: Losses on the modification or extinguishment of debt and capital lease obligations 6,429 7 6,422 Add: Changes in fair value of non-hedge derivative instruments — — — Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense (1) 13,220 12,473 747 Add: Interest expense 16,235 16,624 (389) Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — Add: Dividends and accretion of redeemable preferred stock — — — Add: Interest and other costs on pension and OPEB liabilities — — — Add: Other non-recurring items — — — Less: Equity in earnings of unconsolidated entities — — — Less: Non-controlling share of Adjusted EBITDA (2) (10,040) (6,956) (3,084) Adjusted EBITDA (Non-GAAP) $ 14,437 $ 7,950 $ 6,487 ________________________________________________________ (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 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. Revenues Total revenues increased $7.9 million during the three months ended March 31, 2026 due to an increase in average crude product throughput volumes. Expenses 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; and • 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 increased $6.5 million during the three months ended March 31, 2026 primarily due to the changes noted above. 40 Repauno Segment The following table presents our results of operations: Three Months Ended March 31, Change (in thousands) 2026 2025 Revenues Terminal services revenues $ 1,208 $ 3,810 $ (2,602) Other revenue — 1 (1) Total revenues 1,208 3,811 (2,603) Expenses Operating expenses 6,306 6,666 (360) Acquisition and transaction expenses — 316 (316) Depreciation and amortization 2,583 2,496 87 Total expenses 8,889 9,478 (589) Other (expense) income Interest expense (1,951) (1,518) (433) Other income 1,076 — 1,076 Total other expense (875) (1,518) 643 Loss before income taxes (8,556) (7,185) (1,371) Provision for income taxes — 12 (12) Net loss (8,556) (7,197) (1,359) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (391) (404) 13 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (8,165) $ (6,793) $ (1,372) 41 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, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (8,165) $ (6,793) $ (1,372) Add: Provision for income taxes — 12 (12) Add: Equity-based compensation expense 1,592 302 1,290 Add: Acquisition and transaction expenses — 316 (316) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — Add: Changes in fair value of non-hedge derivative instruments — — — Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense 2,583 2,496 87 Add: Interest expense 1,951 1,518 433 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — Add: Dividends and accretion of redeemable preferred stock — — — Add: Interest and other costs on pension and OPEB liabilities — — — Add: Other non-recurring items (1) — 1,035 (1,035) Less: Equity in earnings of unconsolidated entities — — — Less: Non-controlling share of Adjusted EBITDA (2) (282) (338) 56 Adjusted EBITDA (non-GAAP) $ (2,321) $ (1,452) $ (869) ________________________________________________________ (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 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. Revenues 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 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 decreased $0.9 million during the three months ended March 31, 2026 primarily due to the changes noted above. 42 Power and Gas Segment The following table presents our results of operations: Three Months Ended March 31, Change (in thousands) 2026 2025 Revenues Terminal services revenues $ 422 $ 326 $ 96 Power revenues 45,628 15,780 29,848 Gas revenues 15,956 1,188 14,768 Total revenues 62,006 17,294 44,712 Expenses Operating expenses 27,775 6,311 21,464 Acquisition and transaction expenses 801 1,069 (268) Depreciation and amortization 16,376 6,090 10,286 Total expenses 44,952 13,470 31,482 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) Other income 1,968 2,240 (272) Total other (expense) income (22,271) 123,763 (146,034) Income (loss) before income taxes (5,217) 127,587 (132,804) Benefit from income taxes — (42,457) 42,457 Net income (loss) (5,217) 170,044 (175,261) Less: 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) 43 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 (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (5,171) $ 170,044 $ (175,215) Add: Benefit from income taxes — (42,457) 42,457 Add: Equity-based compensation expense 1,583 — 1,583 Add: Acquisition and transaction expenses 801 1,069 (268) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — Add: Changes in fair value of non-hedge derivative instruments (348) — (348) Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense (1) 6,140 4,502 1,638 Add: Interest expense 23,666 9,017 14,649 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) — 6,503 (6,503) Add: Dividends and accretion of redeemable preferred stock — — — Add: Interest and other costs on pension and OPEB liabilities — — — Add: Other non-recurring items — — — Less: Equity in earnings of unconsolidated entities — (10,588) 10,588 Less: 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 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 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. Revenues 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. Expenses 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; and • 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 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; and • 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 44 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 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 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 March 31, Change (in thousands) 2026 2025 Revenues Other revenue $ — $ — $ — Total revenues — — — Other (expense) income Equity in losses of unconsolidated entities (518) (5,324) 4,806 Other income 737 339 398 Total other income (expense) 219 (4,985) 5,204 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, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 219 $ (4,985) $ 5,204 Add: Provision for income taxes — — — Add: Equity-based compensation expense — — — Add: Acquisition and transaction expenses — — — Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — Add: Changes in fair value of non-hedge derivative instruments — — — Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense — — — Add: Interest expense — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (518) (1,965) 1,447 Add: Dividends and accretion of redeemable preferred stock — — — Add: Interest and other costs on pension and OPEB liabilities — — — Add: Other non-recurring items — — — Less: Equity in losses of unconsolidated entities 518 5,324 (4,806) Less: Non-controlling share of Adjusted EBITDA — — — Adjusted EBITDA (Non-GAAP) $ 219 $ (1,626) $ 1,845 ________________________________________________________ (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 . 45 Other (expense) income 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 $1.8 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 March 31, Change (in thousands) 2026 2025 Revenues Rail revenues $ 270 $ — $ 270 Roadside services revenues 12,554 12,976 (422) Total revenues 12,824 12,976 (152) Expenses Operating expenses 13,736 13,035 701 General and administrative 3,554 5,113 (1,559) Acquisition and transaction expenses 4,411 2,038 2,373 Management fees and incentive allocation to affiliate 4,092 2,542 1,550 Depreciation and amortization 258 100 158 Total expenses 26,051 22,828 3,223 Other income (expense) Equity in earnings of unconsolidated entities — 50 (50) Loss on modification or extinguishment of debt (39,485) — (39,485) Interest expense (39,136) (15,814) (23,322) Other income (1,090) — (1,090) Total other expense (79,711) (15,764) (63,947) Loss before income taxes (92,938) (25,616) (67,322) Provision for (benefit from) income taxes 13 (304) 317 Net loss (92,951) (25,312) (67,639) Less: Net income attributable to non-controlling interest in consolidated subsidiaries 18 — 18 Less: 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 $ (92,969) $ (47,153) $ (45,816) 46 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 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 $ (92,969) $ (47,153) $ (45,816) Add: Provision for (benefit from) income taxes 13 (304) 317 Add: Equity-based compensation expense 103 85 18 Add: Acquisition and transaction expenses 4,411 2,038 2,373 Add: Losses on the modification or extinguishment of debt and capital lease obligations 39,485 — 39,485 Add: Changes in fair value of non-hedge derivative instruments — — — Add: Asset impairment charges — — — Add: Incentive allocations — — — Add: Depreciation and amortization expense 258 100 158 Add: Interest expense 39,136 15,814 23,322 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) — (38) 38 Add: Dividends and accretion of redeemable preferred stock — 21,841 (21,841) Add: Interest and other costs on pension and OPEB liabilities — — — Add: Other non-recurring items (2) 1,190 — 1,190 Less: Equity in earnings of unconsolidated entities — (50) 50 Less: Non-controlling share of Adjusted EBITDA (3) (14) — (14) Adjusted EBITDA (Non-GAAP) $ (8,387) $ (7,667) $ (720) ________________________________________________________ (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 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. Expenses 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 $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 $0.7 million during the three months ended March 31, 2026 primarily due to the changes noted above. Liquidity and Capital Resources We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects. 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). Management’s 47 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 $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 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. None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction. In addition, from time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. 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 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 Cash Flow Data: Net cash used in operating activities $ (69,377) $ (85,651) 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. 48 Debt Obligations Refer to Note 7 of the consolidated financial statements for additional information. Contractual Obligations Our material cash requirements include the following contractual and other obligations: 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. 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. Other Cash Requirements —In addition to our contractual obligations, we may pay quarterly cash dividends on our common stock, which are subject to change at the discretion of our board of directors. We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. 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. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required. See Note 1 for additional information related to other cash requirements. 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, 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. 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, 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 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. 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% and our assumed 49 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 was no impairment of goodwill for the year ended December 31, 2025. Recent Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.