What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-08 · 507 added, 212 removed, 767 unchanged (48% of the section changed)

3 unchanged sentences

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

Notes March 31, 2026 December 31, 2025

Notes June 30, 2026 December 31, 2025

Current assets:

3 unchanged sentences

Other current assets 1 48,500 62,677

Current assets held for sale 2 56,933 —

Total current assets 367,767 484,011

6 unchanged sentences

Other assets 100,241 81,697

Non-current assets held for sale 2 1,600,457 —

Total assets $ 5,746,745 $ 5,748,661

5 unchanged sentences

Other current liabilities 1 29,791 20,363

Current liabilities held for sale 2 579,713 —

Total current liabilities 1,334,009 409,997

5 unchanged sentences

Other liabilities 113,020 44,000

Non-current liabilities held for sale 2 911,169 —

Total liabilities 5,108,423 4,804,678

2 unchanged sentences

200,000,000 total preferred shares authorized;

160,000 Series B shares issued and outstanding as of March 31, 2026 and December 31, 2025;

redemption amount of $ 192.0 million and $ 192.0 million at March 31, 2026 and December 31, 2025, respectively)

160,000 Series B shares issued and outstanding as of June 30, 2026 and December 31, 2025;

redemption amount of $ 192.0 million and $ 192.0 million at June 30, 2026 and December 31, 2025, respectively)

15 153,298 152,642

1 unchanged sentence

1,000,000 total preferred shares authorized;

1,000,000 Series A - RailCo shares issued and outstanding as of March 31, 2026 and December 31, 2025;

redemption amount of $ 1.4 billion and $ 1.4 billion at March 31, 2026 and December 31, 2025, respectively)

1,000,000 Series A - RailCo shares issued and outstanding as of June 30, 2026 and December 31, 2025;

redemption amount of $ 1.4 billion and $ 1.4 billion at June 30, 2026 and December 31, 2025, respectively)

17 1,003,747 937,578

Common stock ($ 0.01 par value per share;

2,000,000,000 shares authorized;

118,163,555 and 116,294,461 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

Additional paid in capital 589,593 623,771

FTAI INFRASTRUCTURE

1 unchanged sentence

(Dollars in thousands)

Common stock ($ 0.01 par value per share;

2,000,000,000 shares authorized;

118,181,737 and 116,294,461 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)

Additional paid in capital 553,590 623,771

Accumulated deficit ( 754,009 ) ( 512,992 )

8 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Notes 2026 2025 2026 2025

5 unchanged sentences

Depreciation and amortization 3, 4, 6 39,511 33,998 90,202 59,010

Asset impairment 63,188 4,401 63,188 4,401

Total expenses 233,404 129,080 418,955 232,307

Other income (expense)

Other (expense) income

Equity in (losses) earnings of unconsolidated entities 5 ( 560 ) ( 1,995 ) ( 1,078 ) 3,319

5 unchanged sentences

(Loss) income before income taxes ( 151,019 ) ( 69,007 ) ( 274,707 ) 9,643

Provision for (benefit from) income taxes 12 3,523 ( 41,514 )

(Benefit from) provision for income taxes 12 ( 11,576 ) 952 ( 8,053 ) ( 40,562 )

Net (loss) income ( 139,443 ) ( 69,959 ) ( 266,654 ) 50,205

2 unchanged sentences

Dividends and accretion of redeemable preferred stock 657 20,957 657 42,798

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

Convertible preferred stock dividend 4,511 4,082 8,864 5,549

Net (loss) income attributable to common stockholders 16 $ ( 166,464 ) $ ( 83,898 ) $ ( 320,989 ) $ 24,359

9 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) income $ ( 139,443 ) $ ( 69,959 ) $ ( 266,654 ) $ 50,205

8 unchanged sentences

______________________________________________________________________________________

(1) Net of deferred tax benefit of $ — million and $ 9.2 million for the three months ended March 31, 2026 and 2025, respectively.

(1) Net of deferred tax benefit of $ — million and $ 9.2 million for the six months ended June 30, 2026 and 2025, respectively.

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31, 2026

Three and Six Months Ended June 30, 2026

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

10 unchanged sentences

Equity - March 31, 2026 $ 1,182 $ 589,593 $ ( 625,943 ) $ ( 87,295 ) $ ( 180,633 ) $ ( 303,096 )

Three Months Ended March 31, 2025

Net loss ( 128,066 ) ( 11,377 ) ( 139,443 )

Other comprehensive loss ( 43,244 ) ( 43,244 )

Total comprehensive loss — — ( 128,066 ) ( 43,244 ) ( 11,377 ) ( 182,687 )

Settlement of equity-based compensation — ( 80 ) ( 80 )

Distributions to non-controlling interest ( 888 ) ( 888 )

Dividends declared on common stock ( 3,545 ) ( 3,545 )

Dividends and accretion of redeemable preferred stock ( 33,887 ) ( 33,887 )

Equity-based compensation 1,429 4,031 5,460

Equity - June 30, 2026 $ 1,182 $ 553,590 $ ( 754,009 ) $ ( 130,539 ) $ ( 188,947 ) $ ( 518,723 )

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

(Dollars in thousands)

Three and Six Months Ended June 30, 2025

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

Equity - December 31, 2024 $ 1,139 $ 764,381 $ ( 405,818 ) $ ( 157,051 ) $ ( 127,513 ) $ 75,138

Net loss 131,565 ( 11,401 ) 120,164

Net income (loss) 131,565 ( 11,401 ) 120,164

Other comprehensive income 157,994 157,994

8 unchanged sentences

Equity - March 31, 2025 $ 1,148 $ 748,365 $ ( 274,253 ) $ 943 $ ( 139,101 ) $ 337,102

Net loss ( 58,859 ) ( 11,100 ) ( 69,959 )

Other comprehensive loss ( 18,027 ) ( 18,027 )

Total comprehensive loss — — ( 58,859 ) ( 18,027 ) ( 11,100 ) ( 87,986 )

Issuance of common shares 3 ( 3 ) —

Dividends declared on common stock ( 3,443 ) ( 3,443 )

Dividends and accretion of redeemable preferred stock ( 20,957 ) ( 20,957 )

Equity-based compensation 552 358 910

Equity - June 30, 2025 $ 1,151 $ 724,514 $ ( 333,112 ) $ ( 17,084 ) $ ( 149,843 ) $ 225,626

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

6 unchanged sentences

Depreciation and amortization 90,202 59,010

Asset impairment 63,188 4,401

Change in deferred income taxes ( 10,952 ) ( 41,298 )

2 unchanged sentences

Amortization of other comprehensive income ( 10,523 ) ( 4,732 )

Paid-in-kind interest expense 5,115 —

Other 840 1,216

8 unchanged sentences

Acquisition of business, net of cash acquired ( 40,411 ) 226,628

Acquisition of leasing equipment — ( 564 )

Acquisition of property, plant and equipment ( 129,029 ) ( 148,319 )

Proceeds from investor loan — 11,001

Proceeds from sale of subsidiaries, net of cash 35 —

Purchase deposits for acquisitions ( 3,410 ) —

Proceeds from sale of property, plant and equipment 9,043 2,198

11 unchanged sentences

Distributions to non-controlling interests ( 1,248 ) —

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

Net cash provided by financing activities 87,202 313,480

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents, including cash classified within assets held for sale ( 121,301 ) 300,967

net decrease in cash classified within assets held for sale ( 32,070 ) —

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents ( 153,371 ) 300,967

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Dollars in thousands)

Cash and cash equivalents and restricted cash and cash equivalents, beginning of period 325,946 147,296

30 unchanged sentences

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

Liquidity —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 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.

Liquidity —Subsequent to the second quarter of 2026, we have paid down the Jefferson Taxable Series 2024B Bonds with the Jefferson Bridge Loan Credit Agreement (see Note 18 for additional details), which will mature on June 30, 2027.

The expected closing of the sale of Long Ridge will further improve the Company’s liquidity position and reduce our total debt (see Note 2 for additional details).

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

Sources of liquidity on hand and cash flows from operations are not expected to be sufficient to satisfy the Bridge Credit Agreement as it matures.

However, management’s planned actions, including the sale of Long Ridge and refinancing the Jefferson Bridge Loan Credit Agreement, 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.

In assessing whether it was probable the Company will refinance its credit facilities on or prior to their respective maturity dates, the Company performed a comprehensive assessment including factors such as:

current debt market conditions;

the Company’s credit worthiness based upon current and expected financial performance and leverage levels;

comparable lending transactions;

the Company’s historical ability to obtain financing;

discussions with the Company’s existing lenders;

and continuing favorable lending relationships.

There can be no assurance that financing will be obtained at terms more favorable than the existing Jefferson Bridge Loan Credit Agreement.

Held For Sale Classification —We report and classify a business or a component of an entity as held-for-sale (“Held-For-Sale Business”) when management has approved the sale or received approval to sell the business and is committed to a formal plan, the business is available for immediate sale, the business is being actively marketed, the sale is anticipated to occur during the next 12 months and certain other specified criteria are met.

A Held-For-Sale Business is recorded at the lower of its carrying amount or estimated fair value less cost to sell.

If the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized.

As of the date an entity is classified as held-for-sale, depreciation and depletion on property, plant and equipment ceases.

As of June 30, 2026, assets and liabilities related to a Held-For-Sale Business are reported in Assets held for sale and Liabilities held for sale, respectively, in our Consolidated Balance Sheet.

Refer to Note 2 for additional details.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Other Current Assets — Other current assets is comprised of:

March 31, 2026

June 30, 2026

December 31, 2025

9 unchanged sentences

$ 48,500 $ 62,677

Other Current Liabilities —Other current liabilities primarily include insurance premium liabilities of $ 3.6 million and $ 2.7 million and deferred revenue of $ 11.3 million and $ 11.5 million as of March 31, 2026 and December 31, 2025, respectively.

Other Liabilities —Other liabilities primarily includes a $ 50.0 million financing obligation that The Wheeling Corporation (“Wheeling”) entered into in January 2026 with Bank of Montreal to finance the lease of 400 railcars as of March 31, 2026.

This was a failed sales-leaseback transaction that is treated as a financing obligation.

Other Current Liabilities —Other current liabilities primarily include insurance premium liabilities of $ 5.8 million and $ 2.7 million and deferred revenue of $ 10.9 million and $ 11.5 million as of June 30, 2026 and December 31, 2025, respectively.

Other Liabilities —Other liabilities primarily includes a $ 46.8 million financing obligation that The Wheeling Corporation (“Wheeling”) entered into in January 2026 with Bank of Montreal to finance the lease of 400 railcars as of June 30, 2026.

This transaction was a sale-leaseback in legal form that is treated as a financing obligation for accounting purposes.

We obtained an additional financing obligation through our acquisition of Tidewater.

As of June 30, 2026, the financing obligation included in Other liabilities is $ 26.5 million.

This transaction was a sale-leaseback for the previous owner in legal form that is treated as a financing obligation for accounting purposes.

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

Unamortized deferred financing costs of $ 24.8 million and $ 21.9 million as of March 31, 2026 and December 31, 2025, respectively, are included in Debt, net in the Consolidated Balance Sheets.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Amortization expense was $ 3.9 million and $ 2.9 million during the three months ended March 31, 2026 and 2025, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Unamortized deferred financing costs of $ 23.9 million and $ 21.9 million as of June 30, 2026 and December 31, 2025, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $ 3.3 million and $ 2.3 million during the three months ended June 30, 2026 and 2025, respectively, and $ 7.2 million and $ 5.2 million during the six months ended June 30, 2026 and 2025, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Concentration of Credit Risk — We are subject to concentrations of credit risk with respect to amounts due from customers.

We attempt to limit our credit risk by performing ongoing credit evaluations.

We earned approximately 22 % of total revenues for the three months ended March 31, 2026 from one customer in the Railroad segment.

Additionally, we earned approximately 7 % of total revenues for the three months ended March 31, 2026 from one customer in the Jefferson Terminal segment.

We earned approximately 41 % of total revenues for the three months ended March 31, 2025 from one customer in the Railroad segment.

We earned approximately 11 % of total revenues for the three months ended March 31, 2025 from one customer in the Jefferson Terminal segment.

As of March 31, 2026, accounts receivable from three customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 43 % of total accounts receivable, net.

We earned approximately 23 % of total revenues for both the three and six months ended June 30, 2026 from one customer in the Railroad segment.

Additionally, we earned approximately 8 % of total revenues for both the three and six months ended June 30, 2026 from one customer in the Jefferson Terminal segment.

We earned approximately 32 % and 36 %, respectively, of total revenues for the three and six months ended June 30, 2025 from one customer in the Railroad segment.

We earned approximately 11 % of total revenues for both the three and six months ended June 30, 2025 from one customer in the Jefferson Terminal segment.

As of June 30, 2026, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 33 % of total accounts receivable, net.

As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 41 % of total accounts receivable, net.

1 unchanged sentence

We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive (loss) income at March 31, 2026 are as follows:

Three Months Ended March 31, 2026

Components of accumulated other comprehensive (loss) income at June 30, 2026 are as follows:

Three and Six Months Ended June 30, 2026

Derivatives Pension and other postretirement benefit accounts Total

2 unchanged sentences

Other comprehensive loss before reclassification ( 12,106 ) — ( 12,106 )

Amounts reclassified from accumulated other comprehensive (loss) income 15,960 ( 531 ) 15,429

Net current period other comprehensive (loss) income, net of tax 3,854 ( 531 ) 3,323

Amounts reclassified from accumulated other comprehensive income (loss) 15,960 ( 531 ) 15,429

Net current period other comprehensive income (loss), net of tax 3,854 ( 531 ) 3,323

Accumulated other comprehensive (loss) income - March 31, 2026 $ ( 108,342 ) $ 21,047 $ ( 87,295 )

Components of accumulated other comprehensive (loss) income at March 31, 2025 are as follows:

Three Months Ended March 31, 2025

Other comprehensive loss before reclassification ( 47,488 ) — ( 47,488 )

Amounts reclassified from accumulated other comprehensive income (loss) 4,731 ( 487 ) 4,244

Net current period other comprehensive loss, net of tax ( 42,757 ) ( 487 ) ( 43,244 )

Accumulated other comprehensive (loss) income - June 30, 2026 $ ( 151,099 ) $ 20,560 $ ( 130,539 )

Components of accumulated other comprehensive (loss) income at June 30, 2025 are as follows:

Three and Six Months Ended June 30, 2025

Derivatives Equity method investee Pension and other postretirement benefit accounts Total

1 unchanged sentence

Other comprehensive loss before reclassification ( 24,050 ) ( 633 ) — ( 24,683 )

Amounts reclassified from accumulated other comprehensive loss ( 381 ) 183,616 ( 558 ) 182,677

Amounts reclassified from accumulated other comprehensive (loss) income ( 381 ) 183,616 ( 558 ) 182,677

Net current period other comprehensive (loss) income, net of tax ( 24,431 ) 182,983 ( 558 ) 157,994

Accumulated other comprehensive (loss) income - March 31, 2025 $ ( 24,431 ) $ — $ 25,374 $ 943

ACQUISITION OF SUBSIDIARIES

Other comprehensive loss before reclassification ( 16,124 ) — — ( 16,124 )

Amounts reclassified from accumulated other comprehensive loss ( 1,344 ) — ( 559 ) ( 1,903 )

Net current period other comprehensive loss, net of tax ( 17,468 ) — ( 559 ) ( 18,027 )

Accumulated other comprehensive (loss) income - June 30, 2025 $ ( 41,899 ) $ — $ 24,815 $ ( 17,084 )

ACQUISITIONS AND DIVESTITURES

Acquisition of Long Ridge Energy & Power LLC

6 unchanged sentences

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

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

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

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

The assumptions used to estimate the fair value of proved developed and unproved gas properties, as well as the power generation plant included forecasted revenue growth rates, discount rates, projected capacity factors and projected net gas production.

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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

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

34 unchanged sentences

Total $ 1,516,873

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

3 unchanged sentences

• Elimination of intercompany transactions between consolidated companies;

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

1 unchanged sentence

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Total revenue $ 122,286 $ 271,806

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock

Net loss attributable to common stockholders ( 79,115 ) ( 119,127 )

Sale of Long Ridge Energy & Power LLC

On April 29, 2026, Ohio River Partners Holdco LLC (“ORPH”), a Delaware limited liability company and a direct wholly-owned subsidiary of FTAI Infrastructure, Ohio River Partners Finance LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of ORPH (together with ORPH, “Sellers”), and, solely for the purposes specified, FTAI Infrastructure entered into an equity purchase agreement (the “Agreement”) with MARA USA Corporation (“Buyer”), a Delaware corporation and a direct wholly-owned subsidiary of MARA Holdings, Inc.

(“Buyer Parent”), and, solely for the purposes specified, Buyer Parent, pursuant to which, among other things, upon the terms and subject to the conditions set forth in the Agreement, Buyer will purchase all of the issued and outstanding membership interests of Long Ridge Energy & Power LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of FTAI Infrastructure, from Sellers, for a base purchase price of $ 1.52 billion, subject to certain customary adjustments set forth in the Agreement.

The consummation of the sale is subject to regulatory approvals from the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act;

however, this approval is considered customary and probable to occur within 12 months of the signing of the Agreement and, therefore, we will account for Long Ridge Energy & Power LLC as a held-for-sale business as of the date of the Agreement through regulatory approval and closing of the sale.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table summarizes the components of assets and liabilities held-for-sale on the Consolidated Balance Sheets as of June 30, 2026:

Cash and cash equivalents $ 16,893

Restricted cash and cash equivalents 15,176

Accounts receivable, net 13,541

Other current assets 11,323

Total current assets held for sale 56,933

Operating lease right-of-use assets, net 737

Property, plant, and equipment, net 1,561,814

Intangible assets, net 922

Goodwill 90,337

Other assets 7,027

Valuation allowance on assets held for sale (1)

Total non-current assets held for sale 1,600,457

Total assets held for sale $ 1,657,390

Accounts payable and accrued liabilities $ 71,996

Debt, net 449,185

Operating lease liabilities 194

Derivative liabilities 58,338

Total current liabilities held for sale 579,713

Debt, net 715,200

Operating lease liabilities 582

Derivative liabilities 192,936

Other liabilities 2,451

Total non-current liabilities held for sale 911,169

Total liabilities held for sale $ 1,490,882

________________________________________________________

(1) The valuation allowance on assets held for sale for $ 60.4 million was recorded as Asset impairment in the Company’s Consolidated Statement of Operations for the three and six months ended June 30, 2026.

The following table presents the amounts related to the operations of Long Ridge Energy & Power LLC that have been reflected in net loss on the Consolidated Statements of Operations:

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

(Loss) income before income taxes $ ( 68,397 ) $ ( 75,035 )

Net (loss) income attributable to common stockholders before income taxes ( 68,323 ) ( 74,914 )

Acquisition of Tidewater

On June 26, 2026 (the “acquisition date”), we completed the acquisition of 100 % of AP Shale Logistics ManagementCo LLC, doing business as Tidewater Logistics (“Tidewater”), a barge and rail transloading company with operations in Ohio, West Virginia and Texas.

Tidewater is an established transloading platform that is highly complementary with our Wheeling & Lake Erie Railway by serving producers, shippers and industrial customers across key shale and energy markets in the Appalachian Basin and Gulf Coast region.

We acquired the equity of Tidewater for an adjusted cash consideration of approximately $ 46.0 million, funded through an upsizing of our existing Term Loan Credit Agreement (see Note 7 for additional information).

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Tidewater will operate within the Railroad reportable segment (see Note 14 for additional information).

The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations of Tidewater have been included in the Company’s Consolidated Statements of Operations as of the effective date of the acquisition.

As of the acquisition date, the assets and liabilities of Tidewater were recognized at their fair values, including cash of $ 5.6 million, other assets of $ 6.0 million, property, plant and equipment of $ 54.8 million, customer relationship intangibles of $ 15.7 million, and liabilities of $ 36.1 million, including $ 29.5 million of a financing obligation.

The customer relationship intangibles are amortizable over an estimated life of 15 years.

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

The significant assumptions used to estimate the fair value of the property, plant and equipment included replacement cost estimates, salvage values and market data for similar assets where available.

On June 30, 2026, we completed the sale of KRS for a purchase price of $ 0.1 million and recorded an impairment loss of $ 2.8 million through Asset impairment in the Company’s Consolidated Statement of Operations.

KRS was included in our Corporate and Other segment.

LEASING EQUIPMENT, NET

Leasing equipment, net is summarized as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Leasing equipment $ 50,029 $ 49,986

2 unchanged sentences

Depreciation expense for leasing equipment is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Depreciation expense for leasing equipment $ 396 $ 412 $ 792 $ 822

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net is summarized as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Land, site improvements and rights $ 360,555 $ 513,835

15 unchanged sentences

Property, plant and equipment, net $ 3,135,540 $ 4,581,771

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Amounts in the above table do not include assets classified as held for sale on the Consolidated Balance Sheet as of June 30, 2026 (refer to Note 2 for additional details).

Depreciation expense for property, plant and equipment is summarized as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Depreciation expense $ 38,021 $ 32,576 $ 87,230 $ 56,182

1 unchanged sentence

Carrying Value

Investment Ownership Percentage March 31, 2026 December 31, 2025

Investment Ownership Percentage June 30, 2026 December 31, 2025

Intermodal Finance I, Ltd.

Equity method 51 % $ — $ —

GM-FTAI Holdco LLC Equity method 27 % — —

Pyroplast Energy LTD Equity method 46.8 % 21,166 22,243

1 unchanged sentence

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Intermodal Finance I, Ltd.

$ — $ — $ — $ 50

Long Ridge Energy & Power LLC — — — 10,899

4 unchanged sentences

Total $ ( 560 ) $ ( 1,995 ) $ ( 1,078 ) $ 3,319

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Equity Investments

3 unchanged sentences

The interest is due at maturity.

On April 17, 2026, the Company converted it’s existing Secured Promissory Note into preferred equity and invested an additional $ 5.0 million in TimberHP as preferred equity for a total $ 10.0 million investment.

On the same date, the Company also issued a $ 5.0 million revolver to TimberHP that was not drawn upon as of June 30, 2026.

INTANGIBLE ASSETS, NET

Intangible assets, net are summarized as follows:

March 31, 2026

Power and Gas Railroad Total

June 30, 2026

Railroad Total

Customer relationships $ 75,735 $ 75,735

8 unchanged sentences

$ 944 $ 42,229 $ 43,173

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

As of June 30, 2026, Intangible assets, net related to the Power and Gas segment were classified as assets held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Amortization of customer relationships $ 1,011 $ 1,010 $ 2,014 $ 2,006

As of March 31, 2026, estimated net annual amortization of intangibles is as follows:

Remainder of 2026

Thereafter 22,852

Total $ 42,170

The changes in the carrying amount of goodwill for the six months ended June 30, 2026 are as follows:

Railroad Jefferson Power and Gas Corporate and Other Total

Goodwill - December 31, 2025 $ 147,235 $ 122,735 $ 90,337 $ 5,396 $ 365,703

Goodwill classified as held for sale — — ( 90,337 ) — ( 90,337 )

Goodwill - June 30, 2026 $ 147,235 $ 122,735 $ — $ 5,396 $ 275,366

FTAI INFRASTRUCTURE INC.

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Outstanding Borrowings

Stated Interest Rate Maturity Date March 31, 2026 December 31, 2025

Stated Interest Rate Maturity Date June 30, 2026 December 31, 2025

Loans payable

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8.50 % 11/30/26 $ 110,943 $ 105,828

DRP Letter of Credit Base Rate + 4.00 % (Term SOFR)

7/7/26 3,308 —

Bridge Loan Credit Agreement (1)

60 unchanged sentences

________________________________________________________

(1) Includes an unamortized discount of $ 51,446 and $ 36,313 at March 31, 2026 and December 31, 2025, respectively.

(1) Includes an unamortized discount of $ 45,331 and $ 36,313 at June 30, 2026 and December 31, 2025, respectively.

(2) See discussion in Note 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for extension options related to these debt obligations.

(3) See below discussion in Note 7 for details related to the Backstop Agreement for the Series 2024 Bonds.

As of March 31, 2026 and December 31, 2025, the weighted average interest rates on our short-term borrowings were 11.0 % and 9.7 %, respectively.

(3) See below discussion in Note 7 for details related to the Jefferson Bridge Loan Credit Agreement for the Jefferson Taxable Series 2024B Bonds.

(4) Per a mandatory prepayment clause in our Term Loan Credit Agreement, we are required to use the net proceeds from the sale of Long Ridge Energy & Power LLC to pay down a portion of the Term Loan.

As such, we have classified an estimate of the portion of the Term Loan that will be paid upon completion of the sale as short-term and have accrued for a portion of the incremental payment required at the time of the settlement under the multiple-on-invested-capital (“MOIC”) provision as of June 30, 2026.

(5) As of June 30, 2026, these debt instruments were classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

As of June 30, 2026 and December 31, 2025, the weighted average interest rates on our short-term borrowings were 9.7 % and 9.7 %, respectively.

June 2025 Jefferson Credit Agreement Extension and Paydown

In January 2026, Jefferson Terminal exercised its option to extend the maturity of its June 2025 Jefferson Credit Agreement to August 31, 2026.

In January 2026, Jefferson Terminal exercised its option to extend the maturity of that certain Credit Agreement, dated as of June 30, 2025, among certain subsidiaries of the Company, the lenders party thereto and Barclays Bank PLC (the “June 2025 Jefferson Credit Agreement”) to August 31, 2026.

In March 2026, we used a portion of the Term Loan Credit Agreement net proceeds (see below) to repay in full and terminate the June 2025 Jefferson Credit Agreement.

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On February 26, 2026, $ 1.3 billion of the Term Loan was funded, and the remaining $ 35.4 million was funded on March 10, 2026.

The Company used the net proceeds from the Term Loan to repay in full all outstanding principal and interest (together with fees, expenses and other amounts owed in connection therewith) under (i) that certain Credit Agreement, dated as of August 25, 2025, among the Company, the lenders party thereto and Barclays Bank PLC (the “the Bridge Loan Credit Agreement”) and (ii) the June 2025 Jefferson Credit Agreement.

We recognized a loss on extinguishment of debt of (i) $ 39.5 million from the repayment of the Bridge Loan Credit Agreement and (ii) $ 6.4 million from the repayment of the June 2025 Jefferson Credit Agreement in connection with this transaction.

In connection with the Term Loan, the Company and certain of its subsidiaries provided a first-priority security interest in substantially all of their respective assets, subject to customary exceptions and exclusions.

Additionally, the Term Loan is subject to a 1.25x MOIC total lender return provision, payable in cash upon any partial or full repayment, prepayment, maturity or acceleration of the Term Loan.

The sale of Long Ridge invokes a mandatory prepayment provision associated with proceeds from the sale (see Note 2 for additional details), under which the MOIC steps down to 1.125x for prepayments or repayments of the Term Loan using proceeds from the sale of Long Ridge occurring on or prior to July 31, 2026 and to 1.19x for prepayments or repayments of the Term Loan using proceeds from the sale of Long Ridge occurring on or after August 1, 2026 and on or before October 31, 2026.

The Company currently estimates the sale of Long Ridge to occur in September 2026.

As of June 30, 2026, the Company recorded a total liability of $ 25.5 million related to the MOIC, of which $ 14.3 million and $ 11.2 million were recorded in current and non-current Debt, net, respectively, on the Consolidated Balance Sheet and included in the outstanding principal balance of the Term Loan.

Changes in the MOIC liability are recognized through interest expense.

We incurred $ 6.4 million of issuance costs related to the Term Loan Credit Agreement.

Jefferson Terminal Backstop Agreement

On June 26, 2026, in connection with the acquisition of Tidewater (see Note 2 for additional details), we upsized our Term Loan Credit Agreement by approximately $ 61.9 million with the same terms as the original Term Loan Credit Agreement and made certain other amendments to the Term Loan Credit Agreement.

The Company recorded a loss on modification of debt of $ 1.1 million.

Jefferson Terminal Bridge Loan Credit Agreement

On March 16, 2026, Jefferson Terminal signed a commitment letter for a senior secured bridge facility, pursuant to which the Company may, at its sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $ 255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility.

If utilized, the proceeds received would be required to be used to repurchase or redeem all outstanding Jefferson Taxable Series 2024B Bonds due July 1, 2026 to the extent that they have not been refinanced by long-term financing at that time.

We were in compliance with all debt covenants as of March 31, 2026.

On July 1, 2026, the Company entered into the Jefferson Bridge Loan Credit Agreement.

See Note 18 for details related to the utilization of the Jefferson Bridge Loan Credit Agreement used to redeem all outstanding Jefferson Taxable Series 2024B Bonds.

Long Ridge Acquiom Loan Amendments

On April 29, 2026 and June 16, 2026, Long Ridge Energy & Power LLC entered into Third and Fourth Amendments to the Credit Agreement, respectively, which amended that certain Credit Agreement, dated as of May 7, 2025, among Long Ridge Energy & Power LLC, Ohio River Partners Shareholder LLC, the lenders party thereto and Acquiom Agency Services LLC (the “Long Ridge Acquiom Loan”) to, among other things, refinance all outstanding indebtedness under the existing Long Ridge Acquiom Loan and borrow an additional $ 19.5 million in the form of incremental loans.

In connection with these amendments, we recorded a loss on modification of debt of $ 0.5 million .

As of June 30, 2026, the Long Ridge Acquiom Loan was classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).

DRP Letter of Credit

On June 10, 2026, a counterparty of our Repauno segment drew down on its letter of credit (“LC”), providing for $ 3.3 million, which was required to be reimbursed to the LC issuer by Repauno on or prior to July 7, 2026.

The reimbursement obligation bore interest at the sum of 4.00 % plus SOFR as administered by the Federal Reserve Bank of New York until it was paid off in July 2026.

We were in compliance with all debt covenants as of June 30, 2026.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

FAIR VALUE MEASUREMENTS

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• Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

Our note receivable of $ 13.6 million as of both March 31, 2026 and December 31, 2025, respectively, is related to CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

Our note receivable of $ 13.6 million as of both June 30, 2026 and December 31, 2025, respectively, is related to CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources.

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

The Company records interest income, which is included in Other income in the Consolidated Statements of Operations, on this note receivable using the contractual interest rate and classifies the note receivable as Level 2 within the fair value hierarchy.

The fair value of our electricity derivative liabilities of $ 208.9 million and $ 223.5 million as of March 31, 2026 and December 31, 2025, respectively, are estimated by applying the income approach, which is based on discounted projected future cash flows, and are classified as Level 2 within the fair value hierarchy.

The fair value of our electricity derivative liabilities of $ 251.3 million and $ 223.5 million as of June 30, 2026 and December 31, 2025, respectively, are estimated by applying the income approach, which is based on discounted projected future cash flows, and are classified as Level 2 within the fair value hierarchy.

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

As of June 30, 2026, our electricity derivative liabilities were classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).

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

These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

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

There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation techniques for financial instruments measured at fair value on a recurring basis for the periods ended June 30, 2026 and December 31, 2025.

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

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

These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, issued warrants (“Series A Warrants - RailCo”) in connection with the Wheeling Acquisition, in which the fair value of the warrant liabilities was estimated using a Black-Scholes valuation model, which is considered to be a Level 3 fair value measurement.

The fair value of the Series A Warrants - RailCo is based on the underlying shares of RR Holdings.

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

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value of $ 0.9 million for the three months ended March 31, 2026 presented within Other income in the Consolidated Statements of Operations.

In August 2025, FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, issued warrants (“Series A Warrants - RailCo”) in connection with the Wheeling Acquisition.

The fair value of the Series A Warrants - RailCo is estimated using a Black-Scholes valuation model, which is considered to be a Level 3 fair value measurement.

The fair value of the Series A Warrants - RailCo is primarily based on the underlying shares of RR Holdings.

The Series A Warrants - RailCo are classified as a liability due to certain provisions which may result in a cash settlement, and are therefore presented within Warrant liabilities on the Consolidated Balance Sheets.

The warrant liabilities are measured at fair value on a recurring basis, with changes in fair value of $ 0.9 million for the six months ended June 30, 2026 presented within Other income in the Consolidated Statements of Operations.

The following table presents the key inputs applied in the valuation of the warrant liabilities:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Number of units 172,500 172,500

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

Purchases and issuances —

Unrealized losses ( 924 )

Ending balance, March 31, 2026 $ ( 82,506 )

Ending balance, June 30, 2026 $ ( 82,523 )

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Series 2020A Bonds (1)

11 unchanged sentences

Senior Notes due 2032 (1) (2)

630,894 638,880

EB-5 Loan Agreement 24,344 25,536

3 unchanged sentences

(1) Fair value is based upon market prices for similar municipal securities.

(2) As of June 30, 2026, the Senior Notes due 2032 were classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details).

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

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

DERIVATIVE FINANCIAL INSTRUMENTS

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

As of March 31, 2026, we have a $ 10.0 million letter of credit and a $ 1.0 million letter of credit that have been provided to electricity swap counterparties and will mature on February 26, 2028 and February 10, 2027, respectively.

As of June 30, 2026, we have a $ 10.0 million letter of credit and a $ 1.0 million letter of credit that have been provided to electricity swap counterparties and will mature on February 26, 2028 and February 10, 2027, respectively.

Refer to Note 8 for our fair value measurement of derivative financial instruments.

The following table presents information related to our outstanding derivative contracts as of March 31, 2026:

March 31, 2026

The following table presents information related to our outstanding derivative contracts as of June 30, 2026 and December 31, 2025:

June 30, 2026

Notional Amount Fair Value of Assets Fair Value of Liabilities Term

3 unchanged sentences

Interest Rate Swaps ($) 200,000 289 — 2 Years

Natural Gas Forward Prices (MMBtu) 2,425 246 — 0.1 Years

Total $ 289 $ ( 251,274 )

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Total $ — $ ( 223,497 )

As of June 30, 2026, derivative assets and liabilities were classified as assets held for sale and liabilities held for sale, respectively, on the Consolidated Balance Sheet (refer to Note 2 for additional details).

The following table presents the pre-tax gains (losses) recognized in accumulated other comprehensive loss and earnings related to all derivative instruments for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cash Flow Hedges

Gains (losses) recognized in accumulated other comprehensive loss:

Electricity swaps $ ( 42,757 ) $ ( 17,468 ) $ ( 38,903 ) $ ( 41,899 )

Total $ ( 42,757 ) $ ( 17,468 ) $ ( 38,903 ) $ ( 41,899 )

Gains (losses) reclassified from accumulated other comprehensive loss to earnings:

Electricity swaps $ ( 4,731 ) $ 1,344 $ ( 20,691 ) $ 1,725

Total $ ( 4,731 ) $ 1,344 $ ( 20,691 ) $ 1,725

Gains (losses) recognized in earnings related to:

Not designated as hedging instruments:

Interest rate swaps 354 ( 535 ) 721 ( 827 )

Natural gas forwards ( 6 ) — ( 1,222 ) —

Total $ 348 $ ( 535 ) $ ( 501 ) $ ( 827 )

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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

Three Months Ended March 31, 2026

Electricity Swaps Interest Rate Swaps Natural Gas Forward Total

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

Net unrealized (losses) gains recognized in earnings (1)

( 69 ) 367 417 715

Net realized losses settled in other comprehensive loss 26,196 — — 26,196

Unrealized losses recognized in other comprehensive loss ( 12,106 ) — — ( 12,106 )

Ending balance $ ( 208,873 ) $ ( 65 ) $ 246 $ ( 208,692 )

Three Months Ended March 31, 2025

Electricity Swaps Interest Rate Swaps Total

Beginning balance $ — $ — $ —

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

Payoff of hedge 67,005 — 67,005

Net unrealized losses recognized in earnings (1)

— ( 292 ) ( 292 )

Net realized losses settled in other comprehensive loss 1,208 — 1,208

Unrealized losses recognized in other comprehensive loss ( 24,050 ) — ( 24,050 )

Ending balance $ ( 153,632 ) $ ( 292 ) $ ( 153,924 )

________________________________________________________

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

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

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

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We have elected to exclude sales and other similar taxes from revenues.

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

Ports and Terminals

8 unchanged sentences

Total revenues $ 92,154 $ 24,316 $ 5,537 $ 48,844 $ 15,917 $ 186,768

Six Months Ended June 30, 2026

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total

Lease income $ 3,973 $ 1,295 $ — $ — $ — $ 5,268

Rail revenues 170,407 — — — 690 171,097

Terminal services revenues 167 50,339 6,741 841 — 58,088

Roadside services revenues — — — — 28,051 28,051

Power revenues — — — 88,196 — 88,196

Gas revenues — — — 21,813 — 21,813

Other revenue 2,615 — 4 — — 2,619

Total revenues $ 177,162 $ 51,634 $ 6,745 $ 110,850 $ 28,741 $ 375,132

FTAI INFRASTRUCTURE INC.

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(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Ports and Terminals

8 unchanged sentences

Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ 13,730 $ 122,286

As of March 31, 2026 and December 31, 2025, we recorded capitalized contract cost of $ 17.3 million and $ 18.6 million, of which $ 4.7 million and $ 4.9 million are included in Other current assets and $ 12.6 million and $ 13.7 million are included in Other assets on the Consolidated Balance Sheets, respectively.

Six Months Ended June 30, 2025

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total

Lease income $ 818 $ 1,765 $ — $ — $ — $ 2,583

Rail revenues 83,953 — — — 513 84,466

Terminal services revenues — 39,312 6,523 1,154 — 46,989

Roadside services revenues — — — — 26,193 26,193

Power revenues — — — 53,790 — 53,790

Gas revenues — — — 4,146 — 4,146

Other revenue — — 280 — — 280

Total revenues $ 84,771 $ 41,077 $ 6,803 $ 59,090 $ 26,706 $ 218,447

As of June 30, 2026 and December 31, 2025, we recorded capitalized contract cost of $ 16.1 million and $ 18.6 million, of which $ 4.0 million and $ 4.9 million are included in Other current assets and $ 12.1 million and $ 13.7 million are included in Other assets on the Consolidated Balance Sheets, respectively.

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

We recorded $ 1.2 million of amortization during both the three months ended March 31, 2026 and 2025, which is included in Operating expenses in the Consolidated Statements of Operations.

We recorded $ 1.2 million of amortization during both the three months ended June 30, 2026 and 2025, and $ 2.5 million and $ 2.5 million of amortization, respectively, during the six months ended June 30, 2026 and 2025, which is included in Operating expenses in the Consolidated Statements of Operations.

EQUITY-BASED COMPENSATION

On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”), which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.

As of March 31, 2026, the Incentive Plan provides for the issuance of up to 30.0 million shares.

As of June 30, 2026, the Incentive Plan provides for the issuance of up to 30.0 million shares.

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

Director Compensation

During the three months ended March 31, 2026, we issued 984 shares of common stock to a certain director as compensation.

During the six months ended June 30, 2026, we issued 19,166 shares of common stock to certain directors as compensation.

Stock Options

1 unchanged sentence

Subsidiary Stock-Based Compensation

During the three months ended March 31, 2026, we issued restricted shares of our subsidiary that had a grant date fair value of $ 0.5 million and generally vest over three years.

During the six months ended June 30, 2026, we issued restricted shares of our subsidiary that had a grant date fair value of $ 0.5 million and generally vest over three years.

These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods.

The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows.

The fair value of these awards was based on the fair value of the operating

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows.

Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.

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

Expense Recognized During the Three Months Ended March 31,

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

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

2026 2025 2026 2025

Restricted shares $ 3,684 $ 70 $ 5,365 $ 140 $ 2,136 0.4

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Restricted Stock Units to Subsidiary Employees

During the three months ended March 31, 2026, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $ 16.1 million, based on the closing price of FIP’s stock on the grant date, and vest over three years.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods.

During the six months ended June 30, 2026, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $ 16.1 million, based on the closing price of FIP’s stock on the grant date, and vest over three years.

These awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods.

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

Expense Recognized During the Three Months Ended March 31,

Expense Recognized During the Three Months Ended June 30,

Expense Recognized During the Six Months Ended June 30,

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

2026 2025 2026 2025

Restricted stock units $ 1,244 $ 479 $ 10,088 $ 1,289 $ 5,821 1.0

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Our effective tax rate differs from the U.S.

As of and for the three months ended March 31, 2026, we had not established a liability for uncertain tax positions as no such positions existed.

federal tax rate of 21 % primarily due to the tax benefit associated with the current year net loss of certain subsidiaries that has been offset by a corresponding increase in the valuation allowance recorded against deferred tax assets and the change in valuation allowance associated with the Long Ridge Energy & Power LLC assets held for sale.

As of and for the six months ended June 30, 2026, we had not established a liability for uncertain tax positions as no such positions existed.

In general, our tax returns and the tax returns of our corporate subsidiaries are subject to U.S.

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On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years .

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The Manager is entitled to a management fee, incentive fees (comprised of an Income Incentive Fee and a Capital Gains Incentive Fee described below) and reimbursement of certain expenses.

2 unchanged sentences

The Income Incentive Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”).

For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock during such quarter calculated in accordance with U.S.

For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to common stockholders during such quarter calculated in accordance with U.S.

GAAP excluding our pro rata share of (1) realized or unrealized gains and losses, and (2) certain non-cash or one-time items, and (3) any other adjustments as may be approved by the independent directors.

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These calculations will be prorated for any periods of less than three months.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Fee payments were made to the Manager.

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The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Management fee

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we do not reimburse the Manager for these expenses.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following table summarizes our reimbursements to the Manager:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Classification in the Consolidated Statements of Operations:

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Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments).

Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock).

Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress.

3 unchanged sentences

The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Accrued management fees $ 7,769 $ 12,172

Other payables 6,799 9,181

As of March 31, 2026 and December 31, 2025, there w ere no receivables from the Manager.

As of June 30, 2026 and December 31, 2025, there w ere no receivables from the Manager.

Other Affiliate Transactions

As of March 31, 2026 and December 31, 2025, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated financial statements.

The carrying amount of this non-controlling interest at March 31, 2026 and December 31, 2025 was $( 176.4 ) million and $( 162.8 ) million, respectively.

In April 2024, we made a pro-rata distribution of $ 15.0 million to the non-controlling interest holders of our Jefferson Terminal segment.

As of June 30, 2026 and December 31, 2025, certain employees of the Manager and their related parties collectively own an approximately 20 % interest in Jefferson Terminal which has been accounted for as a component of non-controlling interest in consolidated subsidiaries in the accompanying consolidated financial statements.

The carrying amount of this non-controlling interest at June 30, 2026 and December 31, 2025 was $( 187.5 ) million and $( 162.8 ) million, respectively.

The following table presents the amount of this non-controlling interest share of net loss:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Non-controlling interest share of net loss $ ( 11,075 ) $ ( 10,580 ) $ ( 24,754 ) $ ( 21,664 )

In October 2022, we entered into a shareholder loan agreement with Long Ridge.

Refer to Notes 2 and 5 for additional information.

Refer to Note 2 for additional information post acquisition.

The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023.

For the three months ended March 31, 2026 and 2025, the Company incurred approximately $ 0.6 million an d $ 0.1 million of rent and office related expenses, respectively.

For the six months ended June 30, 2026 and 2025, the Company incurred approximately $ 1.6 million an d $ 0.2 million of rent and office related expenses, respectively.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.

Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

SEGMENT INFORMATION

2 unchanged sentences

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

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.

On April 29, 2026, we entered into the Agreement to sell Long Ridge Energy & Power LLC (see Note 2 for additional details), subject to the receipt of certain regulatory approvals expected to be received within 12 months of the signing of such agreement.

As such, we have recorded Long Ridge Energy & Power LLC, included in our Power and Gas segment, as held-for-sale as of the date of the Agreement through regulatory approval and closing of the sale.

On June 29, 2026, we acquired Tidewater, a barge and rail transloading company with operations in Ohio, West Virginia and Texas (see Note 2 for additional details), which will be included in our Railroad segment as of the acquisition date.

Additionally, on June 30, 2026, we sold our KRS business (see Note 2 for additional details), which was included within the Corporate and Other segment.

Adjusted EBITDA is defined as net income (loss) attributable to common stockholders, 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 and convertible 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 common stockholders, as defined by U.S.

GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA.

Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S.

Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to common stockholders as determined in accordance with U.S.

Segment information for prior periods has been recast to conform to the current period presentation of net income (loss) attributable to common stockholders.

FTAI INFRASTRUCTURE INC.

2 unchanged sentences

The following tables set forth certain information for each reportable segment as provided to and evaluated by the CODM:

For the Three Months Ended March 31, 2026

Three Months Ended March 31, 2026

For the Three Months Ended June 30, 2026

Three Months Ended June 30, 2026

Ports and Terminals

6 unchanged sentences

Depreciation and amortization 19,512 11,997 2,655 5,109 — 238 39,511

Asset impairment — — — 60,380 — 2,808 63,188

Total expenses 73,337 30,737 9,032 92,657 117 27,524 233,404

1 unchanged sentence

Equity in losses of unconsolidated entities — — — — ( 560 ) — ( 560 )

Gain (loss) on sale of assets, net 7 — — ( 573 ) — — ( 566 )

Loss on sale of assets, net ( 16 ) — — — — — ( 16 )

Loss on modification or extinguishment of debt — — — ( 549 ) — ( 1,053 ) ( 1,602 )

Interest expense ( 1,905 ) ( 13,636 ) ( 1,405 ) ( 25,031 ) — ( 63,515 ) ( 105,492 )

Other (expense) income ( 514 ) 807 1,076 1,968 737 ( 1,090 ) 2,984

Other income 633 561 912 263 839 79 3,287

Total other (expense) income ( 1,288 ) ( 13,075 ) ( 493 ) ( 25,317 ) 279 ( 64,489 ) ( 104,383 )

Income (loss) before income taxes 17,529 ( 19,496 ) ( 3,988 ) ( 69,130 ) 162 ( 76,096 ) ( 151,019 )

Provision for income taxes 3,298 212 — — — 13 3,523

Provision for (benefit from) income taxes 3,237 136 2 ( 14,951 ) — — ( 11,576 )

Net income (loss) 14,292 ( 19,632 ) ( 3,990 ) ( 54,179 ) 162 ( 76,096 ) ( 139,443 )

1 unchanged sentence

Preferred dividends and accretion on redeemable non-controlling interests 33,230 — — — — — 33,230

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ ( 25,214 ) $ ( 18,872 ) $ ( 8,165 ) $ ( 5,171 ) $ 219 $ ( 92,969 ) $ ( 150,172 )

Dividends and accretion of redeemable preferred stock — — — — — 657 657

Convertible preferred stock dividend — — — — — 4,511 4,511

Net (loss) income attributable to common stockholders $ ( 18,839 ) $ ( 8,557 ) $ ( 3,807 ) $ ( 54,104 ) $ 162 $ ( 81,319 ) $ ( 166,464 )

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

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

Three Months Ended March 31, 2026

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

Three Months Ended June 30, 2026

Ports and Terminals

4 unchanged sentences

Interest and other costs on pension and OPEB liabilities 103 — — — — — 103

Dividends and accretion of redeemable and convertible preferred stock ( 33,230 ) — — — — ( 5,168 ) ( 38,398 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 560 — 560

Interest expense ( 1,905 ) ( 13,636 ) ( 1,405 ) ( 25,031 ) — ( 63,515 ) ( 105,492 )

Depreciation and amortization expense ( 19,512 ) ( 13,229 ) ( 2,655 ) ( 4,822 ) — ( 238 ) ( 40,456 )

Incentive allocations — — — — — — —

Asset impairment charges — — — ( 60,380 ) — ( 2,808 ) ( 63,188 )

Changes in fair value of non-hedge derivative instruments ( 18 ) — — ( 177 ) — — ( 195 )

Losses on the modification or extinguishment of debt and capital lease obligations — — — ( 549 ) — ( 1,053 ) ( 1,602 )

Acquisition and transaction expenses ( 2,491 ) — — ( 2,245 ) ( 115 ) ( 1,170 ) ( 6,021 )

Equity-based compensation expense ( 442 ) ( 1,072 ) ( 172 ) ( 3,589 ) — ( 185 ) ( 5,460 )

(Provision for) benefit from income taxes ( 3,237 ) ( 136 ) ( 2 ) 14,951 — — 11,576

Other non-recurring items ( 857 ) — — — — — ( 857 )

Net (loss) income attributable to common stockholders $ ( 18,839 ) $ ( 8,557 ) $ ( 3,807 ) $ ( 54,104 ) $ 162 $ ( 81,319 ) $ ( 166,464 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2026

Six Months Ended June 30, 2026

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Total revenues $ 177,162 $ 51,634 $ 6,745 $ 110,850 $ — $ 28,741 $ 375,132

Operating expenses 98,098 44,553 12,683 52,698 2 29,693 237,727

General and administrative — — — — — 7,228 7,228

Acquisition and transaction expenses 4,099 — — 3,046 115 5,581 12,841

Management fees and incentive allocation to affiliate — — — — — 7,769 7,769

Depreciation and amortization 38,999 23,984 5,238 21,485 — 496 90,202

Asset impairment — — — 60,380 — 2,808 63,188

Total expenses 141,196 68,537 17,921 137,609 117 53,575 418,955

Other (expense) income

Equity in losses of unconsolidated entities — — — — ( 1,078 ) — ( 1,078 )

Loss on sale of assets, net ( 9 ) — — ( 573 ) — — ( 582 )

Loss on modification or extinguishment of debt — ( 6,429 ) — ( 549 ) — ( 40,538 ) ( 47,516 )

Interest expense ( 3,404 ) ( 29,871 ) ( 3,356 ) ( 48,697 ) — ( 102,651 ) ( 187,979 )

Other income (expense) 119 1,368 1,988 2,231 1,576 ( 1,011 ) 6,271

Total other (expense) income ( 3,294 ) ( 34,932 ) ( 1,368 ) ( 47,588 ) 498 ( 144,200 ) ( 230,884 )

Income (loss) before income taxes 32,672 ( 51,835 ) ( 12,544 ) ( 74,347 ) 381 ( 169,034 ) ( 274,707 )

Provision for (benefit from) income taxes 6,535 348 2 ( 14,951 ) — 13 ( 8,053 )

Net income (loss) 26,137 ( 52,183 ) ( 12,546 ) ( 59,396 ) 381 ( 169,047 ) ( 266,654 )

Net (loss) income attributable to non-controlling interests in consolidated subsidiaries ( 261 ) ( 24,754 ) ( 574 ) ( 121 ) — 73 ( 25,637 )

Preferred dividends and accretion on redeemable non-controlling interests 70,451 — — — — — 70,451

Dividends and accretion of redeemable preferred stock — — — — — 657 657

Convertible preferred stock dividend — — — — — 8,864 8,864

Net (loss) income attributable to common stockholders $ ( 44,053 ) $ ( 27,429 ) $ ( 11,972 ) $ ( 59,275 ) $ 381 $ ( 178,641 ) $ ( 320,989 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

Six Months Ended June 30, 2026

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Adjusted EBITDA $ 82,589 $ 27,451 $ ( 2,089 ) $ 53,840 $ 496 $ ( 15,582 ) $ 146,705

Non-controlling share of Adjusted EBITDA 704 16,542 477 569 — 27 18,319

Equity in losses of unconsolidated entities — — — — ( 1,078 ) — ( 1,078 )

Interest and other costs on pension and OPEB liabilities 283 — — — — — 283

Dividends and accretion of redeemable and convertible preferred stock ( 70,451 ) — — — — ( 9,521 ) ( 79,972 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 1,078 — 1,078

9 unchanged sentences

Other non-recurring items ( 2,328 ) — — — — ( 1,190 ) ( 3,518 )

Net (loss) income attributable to common stockholders $ ( 44,053 ) $ ( 27,429 ) $ ( 11,972 ) $ ( 59,275 ) $ 381 $ ( 178,641 ) $ ( 320,989 )

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Ports and Terminals

6 unchanged sentences

Depreciation and amortization 4,979 11,290 2,494 15,018 — 217 33,998

Asset impairment 4,401 — — — — — 4,401

Total expenses 34,293 28,377 9,923 32,441 2 24,044 129,080

Other (expense) income

Equity in losses of unconsolidated entities — — — — ( 1,995 ) — ( 1,995 )

Loss on modification or extinguishment of debt — ( 742 ) ( 3,324 ) — — — ( 4,066 )

Interest expense ( 112 ) ( 16,000 ) — ( 24,787 ) — ( 18,305 ) ( 59,204 )

Other income (expense) 399 1,282 103 345 926 ( 3 ) 3,052

Total other income (expense) 287 ( 15,460 ) ( 3,221 ) ( 24,442 ) ( 1,069 ) ( 18,308 ) ( 62,213 )

Income (loss) before income taxes 8,134 ( 22,209 ) ( 10,152 ) ( 15,087 ) ( 1,071 ) ( 28,622 ) ( 69,007 )

Provision for (benefit from) income taxes 768 336 25 — — ( 177 ) 952

Net income (loss) 7,366 ( 22,545 ) ( 10,177 ) ( 15,087 ) ( 1,071 ) ( 28,445 ) ( 69,959 )

Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 46 ( 10,579 ) ( 567 ) — — — ( 11,100 )

Dividends and accretion of redeemable preferred stock — — — — — 20,957 20,957

Convertible preferred stock dividend — — — — — 4,082 4,082

Net income (loss) attributable to common stockholders $ 7,320 $ ( 11,966 ) $ ( 9,610 ) $ ( 15,087 ) $ ( 1,071 ) $ ( 53,484 ) $ ( 83,898 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

Three Months Ended June 30, 2025

Ports and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Adjusted EBITDA $ 20,671 $ 11,082 $ ( 2,082 ) $ 22,971 $ 824 $ ( 7,550 ) $ 45,916

Non-controlling share of Adjusted EBITDA 84 6,948 445 — — — 7,477

Equity in losses of unconsolidated entities — — — — ( 1,995 ) — ( 1,995 )

Interest and other costs on pension and OPEB liabilities 264 — — — — — 264

Dividends and accretion of redeemable and convertible preferred stock — — — — — ( 25,039 ) ( 25,039 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 100 — 100

Interest expense ( 112 ) ( 16,000 ) — ( 24,787 ) — ( 18,305 ) ( 59,204 )

Depreciation and amortization expense ( 4,979 ) ( 12,522 ) ( 2,494 ) ( 11,874 ) — ( 217 ) ( 32,086 )

Incentive allocations — — — — — — —

Asset impairment charges ( 4,401 ) — — — — — ( 4,401 )

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

Losses on the modification or extinguishment of debt and capital lease obligations — ( 742 ) ( 3,324 ) — — — ( 4,066 )

Acquisition and transaction expenses ( 2,783 ) ( 69 ) ( 1,980 ) ( 1,397 ) — ( 2,475 ) ( 8,704 )

Equity-based compensation expense ( 358 ) ( 327 ) ( 150 ) — — ( 75 ) ( 910 )

(Provision for) benefit from income taxes ( 768 ) ( 336 ) ( 25 ) — — 177 ( 952 )

Other non-recurring items ( 298 ) — — — — — ( 298 )

Net income (loss) attributable to common stockholders $ 7,320 $ ( 11,966 ) $ ( 9,610 ) $ ( 15,087 ) $ ( 1,071 ) $ ( 53,484 ) $ ( 83,898 )

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

For the Six Months Ended June 30, 2025

Six Months Ended June 30, 2025

Port and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

Total revenues $ 84,771 $ 41,077 $ 6,803 $ 59,090 $ — $ 26,706 $ 218,447

Operating expenses 45,069 35,112 12,115 22,337 2 26,845 141,480

General and administrative — — — — — 8,975 8,975

Acquisition and transaction expenses 2,876 68 2,296 2,466 — 4,513 12,219

Management fees and incentive allocation to affiliate — — — — — 6,222 6,222

Depreciation and amortization 10,065 22,530 4,990 21,108 — 317 59,010

Asset impairment 4,401 — — — — — 4,401

Total expenses 62,411 57,710 19,401 45,911 2 46,872 232,307

Other income (expense)

Equity in earnings (losses) of unconsolidated entities — — — 10,588 ( 7,319 ) 50 3,319

2 unchanged sentences

Interest expense ( 251 ) ( 32,624 ) ( 1,518 ) ( 33,804 ) — ( 34,119 ) ( 102,316 )

Other income 388 726 — 2,240 339 — 3,693

Other income (expense) 787 2,008 103 2,585 1,265 ( 3 ) 6,745

Total other income (expense) 412 ( 31,365 ) ( 4,739 ) 99,321 ( 6,054 ) ( 34,072 ) 23,503

4 unchanged sentences

Dividends and accretion of redeemable preferred stock — — — — — 42,798 42,798

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 13,739 $ ( 15,128 ) $ ( 6,793 ) $ 170,044 $ ( 4,985 ) $ ( 47,153 ) $ 109,724

Convertible preferred stock dividend — — — — — 5,549 5,549

Net income (loss) attributable to common stockholders $ 21,059 $ ( 27,094 ) $ ( 16,403 ) $ 154,957 $ ( 6,056 ) $ ( 102,104 ) $ 24,359

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

Three Months Ended March 31, 2025

Ports and Terminals

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

Six Months Ended June 30, 2025

Port and Terminals

Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total

3 unchanged sentences

Interest and other costs on pension and OPEB liabilities 529 — — — — — 529

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

Dividends and accretion of redeemable and convertible preferred stock — — — — — ( 48,347 ) ( 48,347 )

Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 6,503 ) 2,065 38 ( 4,400 )

9 unchanged sentences

Other non-recurring items ( 298 ) — ( 1,035 ) — — — ( 1,333 )

Net income (loss) attributable to common stockholders $ 21,059 $ ( 27,094 ) $ ( 16,403 ) $ 154,957 $ ( 6,056 ) $ ( 102,104 ) $ 24,359

FTAI INFRASTRUCTURE INC.

4 unchanged sentences

All property, plant and equipment and leasing equipment are located in North America.

March 31, 2026

June 30, 2026

Ports and Terminals

2 unchanged sentences

Non-current assets 2,054,760 1,091,164 538,091 370 51,196 42,940 3,778,521

Assets held for sale 4,510 — — 1,652,880 — — 1,657,390

Total assets 2,165,920 1,178,337 633,008 1,653,255 51,990 64,235 5,746,745

2 unchanged sentences

Non-current liabilities 539,224 764,666 394,232 — — 1,165,123 2,863,245

Liabilities held for sale — — — 1,490,882 — — 1,490,882

Total liabilities 646,897 1,069,278 449,860 1,495,216 20 1,447,152 5,108,423

22 unchanged sentences

Series B Preferred Stock - Redeemable Convertible Preferred Stock

As of March 31, 2026, the Company has $ 18.5 million of cumulative dividends increasing the liquidation preference on the Series B Preferred Stock.

Dividends are not recorded as redemption is not currently expected.

If the Series B Preferred Stock were redeemed due to a change in control as of March 31, 2026, it would be redeemable for $ 182.0 million.

If the Series B Preferred Stock were converted at the option of the holder as of March 31, 2026, it would be converted to 21,818,025 shares of common stock.

The Company would have no obligation under the Share Cap to pay cash on an optional conversion at March 31, 2026.

As of June 30, 2026, the Company has $ 23.0 million of cumulative dividends increasing the liquidation preference on the Series B Preferred Stock.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 0.7 million and $ 0.7 million for the three and six months ended June 30, 2026, respectively.

If the Series B Preferred Stock were redeemed due to a change in control as of June 30, 2026, it would be redeemable for $ 186.6 million.

If the Series B Preferred Stock were converted at the option of the holder as of June 30, 2026, it would be converted to 22,369,536 shares of common stock.

The Company would have an obligation to pay cash of $0.6 million for shares over the Share Cap on an optional conversion at June 30, 2026.

Series A Preferred Stock - RailCo - Redeemable Preferred Stock - Non-Controlling Interest

As of March 31, 2026, RR Holdings had $ 64.4 million of PIK dividends increasing its Series A Preferred Units (“Series A Preferred Stock - RailCo”) balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 27.0 million for the three months ended March 31, 2026.

As of June 30, 2026, RR Holdings had $ 92.4 million of PIK dividends increasing its Series A Preferred Units (“Series A Preferred Stock - RailCo”) balance.

Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $ 28.0 million and $ 55.0 million for the three and six months ended June 30, 2026, respectively.

The Company has presented the Series A Preferred Stock - RailCo in temporary equity and is accreting the discount and issuance costs using the interest method to the earliest redemption date of August 25, 2032.

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 5.2 million for the three months ended March 31, 2026.

As of March 31, 2026, the Series A Preferred Stock - RailCo shares would be redeemable at a redemption price per share of $ 1,417.49 .

Such accretion, recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $ 5.2 million and $ 10.4 million for the three and six months ended June 30, 2026, respectively.

As of June 30, 2026, the Series A Preferred Stock - RailCo shares would be redeemable at a redemption price per share of $ 1,417.48 .

EARNINGS PER SHARE AND EQUITY

Basic (loss) earnings per share of common stock is calculated by dividing net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock by the weighted average number of shares of common stock outstanding.

Diluted (loss) earnings per share is calculated by dividing net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock by the weighted average number of shares of common stock outstanding, plus any potentially dilutive securities, if dilutive.

Basic (loss) earnings per share of common stock is calculated by dividing net (loss) income attributable to common stockholders by the weighted average number of shares of common stock outstanding.

Diluted (loss) earnings per share is calculated by dividing net (loss) income attributable to common stockholders by the weighted average number of shares of common stock outstanding, plus any potentially dilutive securities, if dilutive.

Potentially dilutive securities are calculated using the treasury stock method.

The calculation of basic and diluted (loss) earnings per share is presented below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share data) 2026 2025 2026 2025

4 unchanged sentences

Dividends and accretion of redeemable preferred stock 657 20,957 657 42,798

Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock

( 150,172 ) 109,724

Convertible preferred stock dividend

Net (loss) income attributable to common stockholders

4,511 4,082 8,864 5,549

Net (loss) income attributable to common stockholders - Basic $ ( 166,464 ) $ ( 83,898 ) $ ( 320,989 ) $ 24,359

Adjustments attributable to dilutive securities

Net (loss) income attributable to common stockholders - Diluted $ ( 166,464 ) $ ( 83,898 ) $ ( 320,989 ) $ 24,359

Weighted Average Common Stock Outstanding - Basic

6 unchanged sentences

________________________________________________________

(1) Diluted (loss) earnings per share for the three months ended March 31, 2026 and 2025 includes the dilutive effect of subsidiary earnings per share and convertible preferred stock.

For the three months ended March 31, 2026 and 2025, 23,783,649 and — shares of common stock, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

(1) Diluted (loss) earnings per share for the three and six months ended June 30, 2026 and 2025 includes the dilutive effect of subsidiary earnings per share and convertible preferred stock.

FTAI INFRASTRUCTURE INC.

1 unchanged sentence

(Dollars in tables in thousands, unless otherwise noted)

For the three months ended June 30, 2026 and 2025, 24,240,147 and 20,443,245 shares of common stock, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

For the six months ended June 30, 2026 and 2025, 24,011,773 and 13,590,885 shares of common stock, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

For the three months ended June 30, 2026 and 2025, 3,892,566 and 3,892,566 of warrants, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

For the six months ended June 30, 2026 and 2025, 3,892,566 and 3,721,455 of warrants, respectively, have been excluded from the calculation of Diluted (loss) earnings per share because the impact would be anti-dilutive.

Common Stock Warrants

As of March 31, 2026, there were no changes to the number of the Company’s outstanding equity classified stock warrants.

The weighted average exercise price was $ 9.64 and $ 9.76 as of March 31, 2026 and December 31, 2025, respectively.

The weighted average exercise price as of March 31, 2026 includes adjustments for quarterly dividend payments.

The weighted average remaining contractual term of the outstanding warrants as of March 31, 2026 is 4.3 years.

The aggregate intrinsic value of the warrants as of March 31, 2026 is $ — million.

As of June 30, 2026, there were no changes to the number of the Company’s outstanding equity classified stock warrants.

The weighted average exercise price was $ 9.64 and $ 9.76 as of June 30, 2026 and December 31, 2025, respectively.

The weighted average exercise price as of June 30, 2026 includes adjustments for quarterly dividend payments.

The weighted average remaining contractual term of the outstanding warrants as of June 30, 2026 is 4.1 years.

The aggregate intrinsic value of the warrants as of June 30, 2026 is $ — million.

COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

SUBSEQUENT EVENTS

Long Ridge Acquiom Loan Amendment

On April 29, 2026, Long Ridge Energy & Power LLC entered into Third Amendment to Credit Agreement, which amended the Long Ridge Acquiom Loan to, among other things, refinance all outstanding indebtedness under the existing Long Ridge Acquiom Loan and borrow an additional $ 10.0 million in the form of incremental loans for working capital and other general corporate purposes.

Sale of Long Ridge Energy & Power LLC

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on April 30, 2026 for further information.

On May 7, 2026, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended March 31, 2026, payable on June 12, 2026 to the holders of record on May 18, 2026.

Jefferson Bridge Loan Credit Agreement and July 2026 Jefferson Credit Agreement

On July 1, 2026, our Jefferson Terminal segment entered into a bridge loan credit agreement (the “Jefferson Bridge Loan Credit Agreement”), providing for a $ 230.0 million secured bridge loan facility that matures on June 30, 2027 and bears interest at the sum of 5.50 % plus the SOFR as administered by the Federal Reserve Bank of New York, with 0.50% step-ups every 90 days for the duration of the agreement.

On July 1, 2026, our Jefferson Terminal segment also entered into a credit agreement (the “July 2026 Jefferson Credit Agreement”), providing for a $ 30.0 million secured bridge loan facility, which matures on December 15, 2026 with the option to extend the maturity date to August 31, 2027 pursuant to the terms of the July 2026 Jefferson Credit Agreement, and bears interest at the sum of 4.00 % plus the SOFR as administered by the Federal Reserve Bank of New York.

Proceeds from the Jefferson Bridge Loan Credit Agreement and the July 2026 Jefferson Credit Agreement were used to (i) repay at maturity all amounts outstanding under the Jefferson Taxable Series 2024B Bonds, (ii) fund a portion of the debt service reserve account required under the Jefferson Bridge Loan Credit Agreement and (iii) pay certain fees, costs and expenses incurred in connection with the transactions noted above.

On August 5, 2026, our board of directors declared a cash dividend on our common stock of $ 0.03 per share for the quarter ended June 30, 2026, payable on September 8, 2026 to the holders of record on August 24, 2026.

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 1. Financial Statements