What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-10 compared with 2026-05-08 · 290 added, 146 removed, 399 unchanged (52% of the section changed)

17 unchanged sentences

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

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

As of June 30, 2026, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $638.3 million.

Operating Segments

2 unchanged sentences

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

On April 29, 2026, we entered into an agreement (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 (the “acquisition date”), 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.

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

7 unchanged sentences

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

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

We believe that net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, as defined by U.S.

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

Adjusted EBITDA.

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

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

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 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.

Comparison of the three and six months ended June 30, 2026 and 2025

The following table presents our consolidated results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

12 unchanged sentences

Depreciation and amortization 39,511 33,998 5,513 90,202 59,010 31,192

Asset impairment 63,188 4,401 58,787 63,188 4,401 58,787

Total expenses 233,404 129,080 104,324 418,955 232,307 186,648

7 unchanged sentences

(Loss) income from before income taxes (151,019) (69,007) (82,012) (274,707) 9,643 (284,350)

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

(Benefit from) provision for income taxes (11,576) 952 (12,528) (8,053) (40,562) 32,509

Net (loss) income (139,443) (69,959) (69,484) (266,654) 50,205 (316,859)

2 unchanged sentences

Dividends and accretion of redeemable preferred stock 657 20,957 (20,300) 657 42,798 (42,141)

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

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

Three Months Ended March 31, Change

Convertible preferred stock dividend 4,511 4,082 429 8,864 5,549 3,315

Net (loss) income attributable to common stockholders (166,464) (83,898) (82,566) (320,989) 24,359 (345,348)

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

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

Net (loss) income attributable to common stockholders $ (166,464) $ (83,898) $ (82,566) $ (320,989) $ 24,359 $ (345,348)

(Benefit from) provision for income taxes (11,576) 952 (12,528) (8,053) (40,562) 32,509

Equity-based compensation expense 5,460 910 4,550 16,438 2,163 14,275

9 unchanged sentences

(560) (100) (460) (1,078) 4,400 (5,478)

Dividends and accretion of redeemable preferred stock 37,221 21,841 15,380

Dividends and accretion of redeemable and convertible preferred stock (3)

38,398 25,039 13,359 79,972 48,347 31,625

Interest and other costs on pension and OPEB liabilities (103) (264) 161 (283) (529) 246

6 unchanged sentences

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

(1) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) depreciation and amortization expense of $39,511 and $33,998, (ii) capitalized contract costs amortization of $1,232 and $1,232 and (iii) amortization of other comprehensive income of $(287) and $(3,144), respectively.

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

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) depreciation and amortization expense of $90,202 and $59,010, (ii) capitalized contract costs amortization of $2,465 and $2,465 and (iii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively.

(2) Includes the following items for the three months ended June 30, 2026 and 2025:

net loss of $(560) and $(100), respectively.

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) net (loss) income of $(1,078) and $6,478, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.

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

(3) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) dividends and accretion of redeemable preferred stock of $33,887 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively.

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) dividends and accretion of redeemable preferred stock of $71,108 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively.

(4) Includes the following items for the three months ended June 30, 2026:

Railroad severance and integration expenses of $857.

Includes the following item for the three months ended June 30, 2025:

Railroad severance expense of $298.

Includes the following items for the six months ended June 30, 2026:

(i) Railroad severance and integration expenses of $2,328 and (ii) unrealized loss on investment of $1,190.

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

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

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

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

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

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

Includes the following items for the six months ended June 30, 2025:

(i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298.

(5) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $295 and $86, (ii) provision for income taxes of $52 and $84, (iii) interest expense of $3,445 and $3,706, (iv) depreciation and amortization expense of $3,362 and $3,071, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $29 and $165, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $— and $8, (ix) losses on the modification or extinguishment of debt of $5 and $356, (x) dividends and accretion of redeemable preferred stock of $216 and $— and (xi) other non-recurring items of $7 and $2, respectively.

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $2,067 and $224, (ii) provision for income taxes of $118 and $188, (iii) interest expense of $7,497 and $7,646, (iv) depreciation and amortization expense of $6,693 and $6,140, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $44 and $166, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (viii) asset impairment charges of $— and $27, (ix) losses on the modification or extinguishment of debt of $1,494 and $358, (x) dividends and accretion of redeemable preferred stock of $391 and $— and (xi) other non-recurring items of $13 and $63, respectively.

Comparison of the three months ended June 30, 2026 and 2025

Total revenues increased $64.5 million due to higher revenues of $7.0 million in the Power and Gas segment, $50.0 million in the Railroad segment, $2.7 million in the Jefferson Terminal segment, $2.5 million in the Repauno segment and $2.2 million in the Corporate and Other segment.

Rail revenues increased $46.5 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads and fuel surcharges in the Railroad segment.

Terminal services revenues increased $5.5 million primarily due to an increase in average refined and ammonia product throughput volumes in the Jefferson Terminal segment, as well as higher volumes stemming from the terminal’s current butane contract compared to when the contract initially commenced in April 2025 in the Repauno segment.

Power revenues increased $4.6 million due to increased power prices at Long Ridge Energy & Power LLC in February 2025.

Gas revenues increased $2.9 million due to increased drilling at Gasco and Long Ridge West Virginia.

Roadside services revenues increased $2.3 million due to an increase in roadside services at FYX.

Comparison of the six months ended June 30, 2026 and 2025

Total revenues increased $156.7 million primarily due to higher revenues of $92.4 million in the Railroad segment, $10.6 million in the Jefferson Terminal segment, $51.8 million in the Power and Gas segment and $2.0 million in the Corporate and Other segment.

Rail revenues increased $86.6 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads in the Railroad segment.

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

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

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

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

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

Terminal services revenues increased $11.1 million primarily due to an increase in average refined and ammonia product throughput volumes in the Jefferson Terminal segment.

Power revenues increased $34.4 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Gas revenues increased $17.7 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Roadside services revenues increased $1.9 million due to an increase in roadside services at FYX.

Comparison of the three months ended June 30, 2026 and 2025

Total expenses increased $104.3 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment.

Operating expenses increased $42.9 million which primarily reflects:

• an increase of $8.9 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations in the Power and Gas segment;

• an increase of $1.7 million primarily due to costs associated with increased terminal throughput activity at Jefferson Terminal;

• an increase of $29.2 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025.

Depreciation and amortization increased $5.5 million primarily due to additional assets at the Railroad segment after the acquisition of Wheeling in December 2025;

partially offset by assets held for sale in the Power and Gas segment.

Asset impairment increased $58.8 million primarily due to (i) an impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026 in the Corporate and Other segment and (ii) a valuation allowance on assets held for sale in the current quarter for Long Ridge Energy & Power LLC in the Power and Gas segment, offset by a railcar adjustment that was recorded in the prior year in the Railroad segment.

Comparison of the six months ended June 30, 2026 and 2025

Total expenses increased $186.6 million, primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Operating expenses increased $96.2 million which primarily reflects:

• an increase of $30.4 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

1 unchanged sentence

• an increase of $53.0 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025.

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

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

Depreciation and amortization increased $31.2 million primarily due to additional assets at the Railroad segment after the acquisition of Wheeling in December 2025.

Acquisition and transaction expenses increased $0.6 million primarily due to (i) an increase in legal and consulting fees in the Railroad segment related to the acquisition of Wheeling in December 2025 and Tidewater in June 2026 and (ii) costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition in the Corporate and Other segment.

Other (expense) income

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

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

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

Total other expense increased $42.2 million during the three months ended June 30, 2026 primarily due to:

• an increase in interest expense of $46.3 million primarily due to an increase in the average outstanding debt of approximately $886.5 million which primarily consists of (i) $768.0 million for the Bridge Loan Credit Agreement and (ii) $118.6 million for the Series 2025 Bonds;

partially offset by

• a decrease in loss on modification or extinguishment of debt of $2.5 million due to loss on extinguishment from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement;

• a decrease of $1.4 million in equity in losses of unconsolidated entities primarily due a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC.

Total other expense increased $254.4 million during the six months ended June 30, 2026 which primarily reflects

• an increase in loss on modification or extinguishment of debt of $43.4 million due to loss on extinguishment of the Bridge Loan Credit Agreement and loss on modification related to legal fees incurred in connection with the upsize of the Term Loan in the Corporate and Other segment, as well as loss on extinguishment from the June 2025 Jefferson Credit Agreement in the Jefferson Terminal segment;

• an increase in interest expense of $85.7 million primarily due to an increase in the average outstanding debt of approximately $1.2 billion which primarily consists of (i) $732.9 million for the Bridge Loan Credit Agreement, (ii) $234.5 million for the Series 2025 Bonds, (iii) $196.2 million for Long Ridge Energy & Power LLC debt and (iv) $50.0 million for the RailCo Revolver;

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

1 unchanged sentence

Provision for (benefit from) income taxes

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

Provision for income taxes increased $12.5 million and $32.5 million during the three and six months ended June 30, 2026, respectively, primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025, offset by assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter.

Net (loss) income

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

Net loss increased $69.5 million and $316.9 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $30.2 million and decreased $54.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Railroad Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

1 unchanged sentence

Rail revenues 88,384 41,779 46,605 170,407 83,953 86,454

Terminal services revenues 167 — 167 167 — 167

Other revenue 1,485 — 1,485 2,615 — 2,615

3 unchanged sentences

Depreciation and amortization 19,512 4,979 14,533 38,999 10,065 28,934

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

Total expenses 73,337 34,293 39,044 141,196 62,411 78,785

Other income (expense)

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

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

Other (expense) income

Loss on sale of assets, net (16) — (16) (9) (124) 115

Interest expense (1,905) (112) (1,793) (3,404) (251) (3,153)

Other income 633 399 234 119 787 (668)

Total other (expense) income (1,288) 287 (1,575) (3,294) 412 (3,706)

4 unchanged sentences

Preferred dividends and accretion on redeemable non-controlling interests 33,230 — 33,230 70,451 — 70,451

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

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

Three Months Ended March 31, Change

Net (loss) income attributable to common stockholders $ (18,839) $ 7,320 $ (26,159) $ (44,053) $ 21,059 $ (65,112)

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

Net (loss) income attributable to common stockholders $ (18,839) $ 7,320 $ (26,159) $ (44,053) $ 21,059 $ (65,112)

Provision for income taxes 3,237 768 2,469 6,535 1,580 4,955

8 unchanged sentences

Pro-rata share of Adjusted EBITDA from unconsolidated entities

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

Dividends and accretion of redeemable and convertible preferred stock 33,230 — 33,230 70,451 — 70,451

Interest and other costs on pension and OPEB liabilities (103) (264) 161 (283) (529) 246

6 unchanged sentences

________________________________________________________

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

(1) Includes the following items for the three months ended June 30, 2026:

Railroad severance and integration expenses of $857.

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

Includes the following item for the three months ended June 30, 2025:

Railroad severance expense of $298.

Includes the following items for the six months ended June 30, 2026:

Railroad severance and integration expenses of $2,328.

Includes the following item for the six months ended June 30, 2025:

Railroad severance expense of $298.

(2) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $3 and $2, (ii) provision for income taxes of $20 and $5, (iii) interest expense of $12 and $1, (iv) depreciation and amortization expense of $126 and $31, (v) acquisition and transaction expenses of $11 and $17, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vii) dividends and accretion of redeemable preferred stock of $216 and $—, (viii) changes in fair value of non-hedge derivative instruments of $1 and $— and (ix) other non-recurring items of $7 and $2, respectively.

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

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

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $5 and $4, (ii) provision for income taxes of $36 and $10, (iii) interest expense of $19 and $2, (iv) depreciation and amortization expense of $218 and $62, (v) acquisition and transaction expenses of $19 and $18, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (vii) asset impairment charges of $— and $27, (viii) dividends and accretion of redeemable preferred stock of $391 and $—, (ix) changes in fair value of non-hedge derivative instruments of $5 and $— and (x) other non-recurring items of $13 and $2, respectively.

Total revenues increased $50.0 million and $92.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads and fuel surcharges.

Total expenses increased $39.0 million during the three months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $29.2 million due to the completed acquisition and consolidation of Wheeling in December 2025;

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

• an increase in depreciation and amortization expense of $14.5 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025;

Other income (expense)

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

partially offset by

• a decrease in asset impairment of $4.4 million primarily due to a railcar adjustment that was recorded in the prior year.

Total expenses increased $78.8 million during the six months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $53.0 million due to the completed acquisition and consolidation of Wheeling in December 2025;

• an increase in acquisition and transaction costs of $1.2 million related to the completed acquisition and consolidation of Wheeling in December 2025 and Tidewater in June 2026;

• an increase in depreciation and amortization expense of $28.9 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025;

• a decrease in asset impairment of $4.4 million primarily due to a railcar adjustment that was recorded in the prior year.

Other (expense) income

Total other expense increased $1.6 million and $3.7 million during the three and six months ended June 30, 2026, respectively, which primarily reflects an increase in interest expense on the RailCo Revolver taken in November 2025.

Provision for income taxes

Provision for income taxes increased $2.5 million and $5.0 million during the three and six months ended June 30, 2026, respectively, primarily due to the completed acquisition and consolidation of Wheeling in December 2025.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $21.7 million and $42.0 million during the three and six months ended June 30, 2026, respectively, primarily due to the activity noted above.

Jefferson Terminal Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

15 unchanged sentences

Net loss attributable to non-controlling interest in consolidated subsidiaries (11,075) (10,579) (496) (24,754) (21,663) (3,091)

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

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

Three Months Ended March 31, Change

Net loss attributable to common stockholders $ (8,557) $ (11,966) $ 3,409 $ (27,429) $ (27,094) $ (335)

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

Net loss attributable to common stockholders $ (8,557) $ (11,966) $ 3,409 $ (27,429) $ (27,094) $ (335)

Provision for income taxes 136 336 (200) 348 759 (411)

9 unchanged sentences

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

Dividends and accretion of redeemable preferred stock — — —

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

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

5 unchanged sentences

________________________________________________________

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

(1) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) depreciation and amortization expense of $11,997 and $11,290 and (ii) capitalized contract costs amortization of $1,232 and $1,232, respectively.

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

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) depreciation and amortization expense of $23,984 and $22,530 and (ii) capitalized contract costs amortization of $2,465 and $2,465, respectively.

(2) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $249 and $76, (ii) provision for income taxes of $32 and $78, (iii) interest expense of $3,157 and $3,707, (iv) depreciation and amortization expense of $3,064 and $2,900 and (v) losses on the modification or extinguishment of debt of $— and $171, respectively.

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

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

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $1,928 and $194, (ii) provision for income taxes of $81 and $176, (iii) interest expense of $6,918 and $7,556, (iv) depreciation and amortization expense of $6,126 and $5,789, (v) acquisition and transaction expenses of $— and $16 and (vi) losses on the modification or extinguishment of debt of $1,489 and $173, respectively.

Total revenues increased $2.7 million and $10.6 million during the three and six months ended June 30, 2026, respectively, due to an increase in average refined and ammonia product throughput volumes.

Total expenses increased $2.4 million during the three months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $1.7 million primarily due to costs associated with increased terminal throughput activity;

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

Total expenses increased $10.8 million during the six months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $9.4 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity;

1 unchanged sentence

Other (expense) income

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

Total other expense decreased $2.4 million during the three months ended June 30, 2026, which primarily reflects (i) a decrease in interest expense of $2.4 million driven by fewer current quarter borrowings and (ii) a decrease in loss on modification or extinguishment of debt of $0.7 million related to a prior year loss on extinguishment associated with the Series 2024 Bond issuance, offset by a decrease in other income of $0.7 million from the interest on funds from the Series 2024 Bonds.

Total other expense increased $3.6 million during the six months ended June 30, 2026, which primarily reflects an increase in loss on modification or extinguishment of debt of $5.7 million related to a current year loss on extinguishment associated with the June 2025 Jefferson Credit Agreement, offset by (i) a decrease in interest expense of $2.8 million driven by fewer current year borrowings and (ii) a decrease in other income of $0.6 million from the interest on funds from the Series 2024 Bonds.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $1.9 million and $8.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Repauno Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

7 unchanged sentences

Other (expense) income

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

Interest expense (1,405) — (1,405) (3,356) (1,518) (1,838)

5 unchanged sentences

Net loss attributable to non-controlling interest in consolidated subsidiaries (183) (567) 384 (574) (971) 397

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

Three Months Ended March 31, Change

Net loss attributable to common stockholders $ (3,807) $ (9,610) $ 5,803 $ (11,972) $ (16,403) $ 4,431

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

Net loss attributable to common stockholders $ (3,807) $ (9,610) $ 5,803 $ (11,972) $ (16,403) $ 4,431

Provision for income taxes 2 25 (23) 2 37 (35)

8 unchanged sentences

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

Dividends and accretion of redeemable preferred stock — — —

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

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

6 unchanged sentences

________________________________________________________

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

(1) Includes the following items for the six months ended June 30, 2025:

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

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

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

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

(2) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $8 and $8, (ii) provision for income taxes of $— and $1, (iii) interest expense of $64 and $(2), (iv) depreciation and amortization expense of $123 and $140, (v) acquisition and transaction expenses of $— and $132, (vi) losses on the modification or extinguishment of debt of $— and $185 and (vii) asset impairment charges of $— and $(19), respectively.

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) equity-based compensation expense of $81 and $26, (ii) provision for income taxes of $— and $2, (iii) interest expense of $154 and $88, (iv) depreciation and amortization expense of $242 and $289, (v) acquisition and transaction expenses of $— and $132, (vi) losses on the modification or extinguishment of debt of $— and $185 and (vii) other non-recurring items of $— and $61, respectively.

Total revenues increased $2.5 million during the three months ended June 30, 2026, primarily due to higher volumes stemming from the terminal’s current butane contract compared to when the contract initially commenced in April 2025.

Total expenses decreased $0.9 million during the three months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $0.9 million primarily due to costs associated with increased terminal throughput activity;

partially offset by

• a decrease in acquisition and transaction expenses of $2.0 million related to prior period consulting fees.

Total expenses decreased $1.5 million during the six months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $0.6 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity;

partially offset by

• a decrease in acquisition and transaction expenses of $2.3 million related to prior period consulting fees.

Other (expense) income

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

Total other expense decreased $2.7 million during the three months ended June 30, 2026, which primarily reflects (i) a decrease in loss on modification or extinguishment of debt of $3.3 million from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement, and (ii) an increase in other income of $0.8 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $1.4 million related to additional borrowings under the Series 2025 Bonds and DRP

DB Term Loan in May 2025.

Total other expense decreased $3.4 million during the six months ended June 30, 2026, which primarily reflects (i) a decrease in loss on modification or extinguishment of debt of $3.3 million from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement, and (ii) an increase in other income of $1.9 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $1.8 million related to additional borrowings under the Series 2025 Bonds and DRP DB Term Loan in May 2025.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $2.3 million and $1.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Power and Gas Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

6 unchanged sentences

Depreciation and amortization 5,109 15,018 (9,909) 21,485 21,108 377

Asset impairment 60,380 — 60,380 60,380 — 60,380

Total expenses 92,657 32,441 60,216 137,609 45,911 91,698

2 unchanged sentences

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

Loss on modification or extinguishment of debt (549) — (549) (549) — (549)

Interest expense (25,031) (24,787) (244) (48,697) (33,804) (14,893)

1 unchanged sentence

Total other (expense) income (25,317) (24,442) (875) (47,588) 99,321 (146,909)

Income (loss) before income taxes (5,217) 127,587 (132,804)

(Loss) income before income taxes (69,130) (15,087) (54,043) (74,347) 112,500 (186,847)

Benefit from income taxes (14,951) — (14,951) (14,951) (42,457) 27,506

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

Net (loss) income (54,179) (15,087) (39,092) (59,396) 154,957 (214,353)

Net loss attributable to non-controlling interest in consolidated subsidiaries (75) — (75) (121) — (121)

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

Three Months Ended March 31, Change

Net (loss) income attributable to common stockholders $ (54,104) $ (15,087) $ (39,017) $ (59,275) $ 154,957 $ (214,232)

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

Net (loss) income attributable to common stockholders $ (54,104) $ (15,087) $ (39,017) $ (59,275) $ 154,957 $ (214,232)

Benefit from income taxes (14,951) — (14,951) (14,951) (42,457) 27,506

10 unchanged sentences

— — — — 6,503 (6,503)

Dividends and accretion of redeemable preferred stock — — —

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

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

5 unchanged sentences

________________________________________________________

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

(1) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) depreciation and amortization expense of $5,109 and $15,018 and (ii) amortization of other comprehensive income of $(287) and $(3,144), respectively.

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

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

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

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

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

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

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) depreciation and amortization expense of $21,485 and $21,108 and (ii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively.

(2) Includes the following items for the six months ended June 30, 2025:

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

(3) Includes the following items for the three months ended June 30, 2026:

(i) equity-based compensation expense of $30, (ii) interest expense of $212, (iii) depreciation and amortization expense of $41, (iv) acquisition and transaction expenses of $18, (v) changes in fair value of non-hedge derivative instruments of $3 and (vi) losses on the modification or extinguishment of debt of $5.

Includes the following items for the six months ended June 30, 2026:

(i) equity-based compensation expense of $43, (ii) interest expense of $406, (iii) depreciation and amortization expense of $91, (iv) acquisition and transaction expenses of $25, (v) changes in fair value of non-hedge derivative instruments of $(1) and (vi) losses on the modification or extinguishment of debt of $5.

Total revenues increased $7.0 million and $51.8 million during the three and six months ended June 30, 2026, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025.

Total expenses increased $60.2 million during the three months ended June 30, 2026, which primarily reflects:

• an increase in asset impairment of $60.4 million primarily due to valuation allowance on assets held for sale for Long Ridge Energy & Power LLC;

• an increase in operating expenses of $8.9 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations;

partially offset by

• a decrease in depreciation and amortization expense of $9.9 million due to assets being held for sale.

Total expenses increased $91.7 million during the six months ended June 30, 2026, which primarily reflects:

• an increase in asset impairment of $60.4 million primarily due to a valuation allowance on assets held for sale for Long Ridge Energy & Power LLC;

• an increase in operating expenses of $30.4 million, primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025.

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

Other income (expense)

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

Total other expense increased $0.9 million during the three months ended June 30, 2026, which reflects:

• an increase in interest expense of $0.2 million related to interest expense on higher debt balances;

• an increase in loss on modification or extinguishment of debt of $0.5 million related to accelerated Long Ridge Acquiom Loan financing fees.

Total other expense increased $146.9 million during the six months ended June 30, 2026, which reflects:

• an increase in interest expense of $14.9 million related to interest expense on the Long Ridge debt that is now consolidated;

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

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

• a decrease in equity in earnings of unconsolidated entities of $10.6 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition.

Benefit from income taxes

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

Benefit from income taxes increased $15.0 million during the three months ended June 30, 2026 primarily due to assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter.

Benefit from income taxes decreased $27.5 million during the six months ended June 30, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025, offset by assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $4.5 million and decreased $107.2 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Sustainability and Energy Transition Segment

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

4 unchanged sentences

Other income 839 926 (87) 1,576 1,265 311

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

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

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

Three Months Ended March 31, Change

Total other expense 279 (1,069) 1,348 498 (6,054) 6,552

Net loss attributable to common stockholders $ 162 $ (1,071) $ 1,233 $ 381 $ (6,056) $ 6,437

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

Net loss attributable to common stockholders $ 162 $ (1,071) $ 1,233 $ 381 $ (6,056) $ 6,437

Provision for income taxes — — — — — —

9 unchanged sentences

(560) (100) (460) (1,078) (2,065) 987

Dividends and accretion of redeemable preferred stock — — —

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

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

4 unchanged sentences

________________________________________________________

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

(1) Includes the following items for the three months ended June 30, 2026 and 2025:

net loss of $(560) and $(100), respectively .

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) net loss of $(1,078) and $(4,048), (ii) interest expense of $— and $1,284 and (iii) depreciation and amortization expense of $— and $699, respectively.

Other (expense) income

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

Total other expense decreased $1.3 million and $6.6 million during the three and six months ended June 30, 2026, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA decreased $0.5 million and increased $1.3 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Corporate and Other

The following table presents our results of operations:

Three Months Ended March 31, Change

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

7 unchanged sentences

Depreciation and amortization 238 217 21 496 317 179

Asset impairment 2,808 — 2,808 2,808 — 2,808

Total expenses 27,524 24,044 3,480 53,575 46,872 6,703

3 unchanged sentences

Interest expense (63,515) (18,305) (45,210) (102,651) (34,119) (68,532)

Other income (1,090) — (1,090)

Other income (expense) 79 (3) 82 (1,011) (3) (1,008)

Total other expense (64,489) (18,308) (46,181) (144,200) (34,072) (110,128)

Loss before income taxes (76,096) (28,622) (47,474) (169,034) (54,238) (114,796)

Provision for (benefit from) income taxes 13 (304) 317

(Benefit from) provision for income taxes — (177) 177 13 (481) 494

Net loss (76,096) (28,445) (47,651) (169,047) (53,757) (115,290)

1 unchanged sentence

Dividends and accretion of redeemable preferred stock 657 20,957 (20,300) 657 42,798 (42,141)

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (92,969) $ (47,153) $ (45,816)

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

Three Months Ended March 31, Change

Convertible preferred stock dividend 4,511 4,082 429 8,864 5,549 3,315

Net loss attributable to common stockholders (81,319) (53,484) (27,835) (178,641) (102,104) (76,537)

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

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (92,969) $ (47,153) $ (45,816)

Provision for (benefit from) income taxes 13 (304) 317

Net loss attributable to common stockholders $ (81,319) $ (53,484) $ (27,835) $ (178,641) $ (102,104) $ (76,537)

(Benefit from) provision for income taxes — (177) 177 13 (481) 494

Equity-based compensation expense 185 75 110 288 160 128

7 unchanged sentences

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

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

— — — — (38) 38

Dividends and accretion of redeemable and convertible preferred stock (2)

5,168 25,039 (19,871) 9,521 48,347 (38,826)

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

3 unchanged sentences

Non-controlling share of Adjusted EBITDA (4)

(13) — (13) (27) — (27)

Adjusted EBITDA (Non-GAAP) $ (7,195) $ (7,550) $ 355 $ (15,582) $ (15,217) $ (365)

________________________________________________________

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

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

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

(1) Includes the following items for the six months ended June 30, 2025:

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

(2) Includes the following items for the three months ended June 30, 2026 and 2025:

(i) dividends and accretion of redeemable preferred stock of $657 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively.

Includes the following items for the six months ended June 30, 2026 and 2025:

(i) dividends and accretion of redeemable preferred stock of $657 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively.

(3) Includes the following items for the six months ended June 30, 2026:

Unrealized loss on investment of $1,190.

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

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

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

(4) Includes the following items for the three months ended June 30, 2026:

(i) equity-based compensation expense of $5 and (ii) depreciation and amortization expense of $8.

Includes the following items for the six months ended June 30, 2026:

(i) equity-based compensation expense of $10, (ii) provision for income taxes of $1 and (iii) depreciation and amortization expense of $16.

Total revenues increased $2.2 million and $2.0 million during the three and six months ended June 30, 2026, respectively, primarily due to an increase in roadside services at FYX.

Total expenses increased $3.5 million during the three months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $2.1 million primarily due to an increase in roadside services at FYX;

• an increase in asset impairment of $2.8 million due to the impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026;

partially offset by

• a decrease in acquisition and transaction expenses of $1.3 million primarily due to higher professional fees for a potential acquisition incurred in the second quarter of prior year.

Total expenses increased $6.7 million during the six months ended June 30, 2026, which primarily reflects:

• an increase in operating expenses of $2.8 million primarily due to an increase in roadside services at FYX;

• an increase in asset impairment of $2.8 million due to the impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026;

• an increase in acquisition and transaction expenses of $1.1 million primarily due to costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition.

Other income (expense)

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

Total other expense increased $46.2 million during the three months ended June 30, 2026, primarily due to (i) an increase in loss on modification of debt driven by legal fees incurred in connection with the upsize of the Term Loan and (ii) an increase in interest expense due to additional borrowings under the Term Loan Credit Agreement during the current quarter.

Total other expense increased $110.1 million during the six months ended June 30, 2026, primarily due to (i) an increase in loss on modification or extinguishment debt due to the paydown of the Bridge Loan Credit Agreement and legal fees incurred in connection with the upsize of the Term Loan and (ii) an increase in interest expense due to additional borrowings under the Term Loan Credit Agreement during the current quarter.

Adjusted EBITDA (Non-GAAP)

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

Adjusted EBITDA increased $0.4 million and decreased $0.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Liquidity and Capital Resources

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

During the quarter, we have (i) refinanced the Bridge Loan Credit Agreement with the Term Loan Credit Agreement (see Note 7 for additional details), (ii) paid down the Jefferson June 2025 Credit Agreement and (iii) entered into a binding Commitment Agreement (the “Backstop Agreement”) dated March 16, 2026, pursuant to which we may, at our sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $255.0 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility (see Note 7 for additional details).

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

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

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

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.

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

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

• Cash used for investing activities was $178.2 million and cash provided by investing activities was $78.4 million during the six months ended June 30, 2026 and 2025, respectively.

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

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

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

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

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

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of June 30, 2026, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) opportunistic sales of assets or investments.

• Cash flows used in operating activities were $30.3 million and $90.9 million during the six months ended June 30, 2026 and 2025, respectively.

• During the six months ended June 30, 2026, additional borrowings were obtained in connection with (i) the Term Loan Credit Agreement of $1.41 billion, (ii) the Long Ridge Acquiom Loan of $19.5 million and (iii) a railcar financing of $50.0 million.

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

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Historical Cash Flow

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

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

Three Months Ended March 31,

Comparison of the six months ended June 30, 2026 and 2025

The following table compares the historical cash flow for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

(in thousands) 2026 2025

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Net cash (used in) provided by investing activities (178,163) 78,359

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

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

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

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

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

Net cash used in operating activities decreased $60.5 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $4.4 million, (ii) changes in working capital of $36.7 million, (iii) a decrease in gain on sale of subsidiaries of $120.0 million, (iv) changes in deferred income taxes of $30.3 million, (v) an increase in depreciation and amortization of $31.2 million, (vi) an increase in loss on modification or extinguishment of debt of $43.4 million, (vii) an increase in amortization of bond discount of $37.4 million, (viii) an increase in amortization of deferred financing costs of $2.0 million, (ix) an increase in equity-based compensation of $14.3 million, (x) an increase in asset impairment of $58.8 million and (xi) an increase in paid-in-kind interest expense of $5.1 million, partially offset by (i) an increase in amortization of other comprehensive income of $5.8 million and (ii) an increase in net loss of $316.9 million.

Net cash used in investing activities increased $256.5 million, primarily due to (i) a decrease in the acquisition of business of $267.0 million, (ii) a decrease in proceeds from investor loan of $11.0 million, (iii) an increase in the investment in unconsolidated entities of $1.8 million and (iv) an increase in purchase deposits for acquisitions of $3.4 million, partially offset by (i) an increase in proceeds from the sale of property, plant and equipment of $6.8 million and (ii) a decrease in the acquisition of property, plant and equipment of $19.3 million

Net cash provided by financing activities decreased $226.3 million, primarily due to (i) an increase in repayment of debt of $1.2 billion, (ii) an increase in cash dividends paid for redeemable preferred stock - NCI of $5.0 million, (iii) an increase in settlement of equity-based compensation of $2.4 million and (iv) an increase in distributions to non-controlling interests of $1.2 million, partially offset by (i) an increase in proceeds from debt of $913.3 million, (ii) an increase in proceeds from financing obligation of $50.0 million, (iii) a decrease in the payment of cash dividends on redeemable preferred stock of $25.5 million and (iv) a decrease in payment of financing costs of $5.7 million.

Debt Obligations

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

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

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

Debt Obligations — As of June 30, 2026, we had outstanding principal and interest payment obligations of $2.8 billion and $812.1 million, respectively, of which, there are $477.7 million of principal payments due and $222.5 million of interest payments due within the next twelve months.

As of June 30, 2026, debt instruments related to the Power and Gas segment were classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details) and, therefore, have been excluded from the above principal and interest obligations.

As of June 30, 2026, we had no unused borrowing capacity.

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

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

Lease Obligations —As of June 30, 2026, we had outstanding operating and finance lease obligations of $449.8 million, of which $22.9 million is due within the next twelve months.

Redeemable Preferred Stock Obligations —We have dividend payments of $138.9 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment.

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

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

terminal growth rate was 2.5%.

Our discount rate for our 2025 goodwill impairment analysis was 10% and our assumed terminal growth rate was 2.5%.

If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis