FTAI Infrastructure Inc. 10-Q

Item 1. Financial Statements FTAI INFRASTRUCTURE INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share and per share data) (Unaudited) Notes June 30, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 32,628 $ 57,351 Restricted cash and cash equivalents 139,947 268,595 Accounts receivable, net 89,759 95,388 Other current assets 1 48,500 62,677 Current assets held for sale 2 56,933 — Total current assets 367,767 484,011 Leasing equipment, net 3 35,822 36,570 Operating lease right-of-use assets, net 154,406 133,493 Property, plant, and equipment, net 4 3,135,540 4,581,771 Investments 5 21,166 22,243 Intangible assets, net 6 55,980 43,173 Goodwill 275,366 365,703 Other assets 100,241 81,697 Non-current assets held for sale 2 1,600,457 — Total assets $ 5,746,745 $ 5,748,661 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 236,752 $ 280,707 Debt, net 7 476,768 65,438 Operating lease liabilities 10,985 9,108 Derivative liabilities 9 — 34,381 Other current liabilities 1 29,791 20,363 Current liabilities held for sale 2 579,713 — Total current liabilities 1,334,009 409,997 Debt, net 7 2,286,949 3,708,735 Operating lease liabilities 91,474 71,000 Derivative liabilities 9 — 189,116 Warrant liabilities 8 82,523 81,599 Deferred income tax liabilities 12 289,279 300,231 Other liabilities 113,020 44,000 Non-current liabilities held for sale 2 911,169 — Total liabilities 5,108,423 4,804,678 Commitments and contingencies 17 — — Redeemable convertible preferred stock Series B ($ 0.01 par value per share; 200,000,000 total preferred shares authorized; 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 Redeemable preferred stock Series A RailCo - Non-controlling interest ( zero par value per share; 1,000,000 total preferred shares authorized; 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 5 FTAI INFRASTRUCTURE COMBINED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) Equity 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) 1,182 1,163 Additional paid in capital 553,590 623,771 Accumulated deficit ( 754,009 ) ( 512,992 ) Accumulated other comprehensive loss ( 130,539 ) ( 90,618 ) Stockholders' equity ( 329,776 ) 21,324 Non-controlling interest in equity of consolidated subsidiaries ( 188,947 ) ( 167,561 ) Total equity ( 518,723 ) ( 146,237 ) Total liabilities, redeemable preferred stock and equity $ 5,746,745 $ 5,748,661 See accompanying notes to consolidated financial statements. 6 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (Dollars in thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, Notes 2026 2025 2026 2025 Revenues Total revenues 10 $ 186,768 $ 122,286 $ 375,132 $ 218,447 Expenses Operating expenses 117,333 74,435 237,727 141,480 General and administrative 3,674 3,862 7,228 8,975 Acquisition and transaction expenses 6,021 8,704 12,841 12,219 Management fees and incentive allocation to affiliate 13 3,677 3,680 7,769 6,222 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 (expense) income Equity in (losses) earnings of unconsolidated entities 5 ( 560 ) ( 1,995 ) ( 1,078 ) 3,319 (Loss) gain on sale of assets, net ( 16 ) — ( 582 ) 119,828 Loss on modification or extinguishment of debt 7 ( 1,602 ) ( 4,066 ) ( 47,516 ) ( 4,073 ) Interest expense ( 105,492 ) ( 59,204 ) ( 187,979 ) ( 102,316 ) Other income 3,287 3,052 6,271 6,745 Total other (expense) income ( 104,383 ) ( 62,213 ) ( 230,884 ) 23,503 (Loss) income before income taxes ( 151,019 ) ( 69,007 ) ( 274,707 ) 9,643 (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 Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders ( 11,377 ) ( 11,100 ) ( 25,637 ) ( 22,501 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 33,230 — 70,451 — Less: Dividends and accretion of redeemable preferred stock 657 20,957 657 42,798 Less: 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 (Loss) earnings per share: 16 Basic $ ( 1.41 ) $ ( 0.73 ) $ ( 2.73 ) $ 0.21 Diluted $ ( 1.41 ) $ ( 0.73 ) $ ( 2.73 ) $ 0.21 Weighted average shares outstanding: Basic 118,163,955 114,880,817 117,430,787 114,491,338 Diluted 118,163,955 114,880,817 117,430,787 115,260,452 See accompanying notes to consolidated financial statements. 7 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited) (Dollars in thousands) 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 Other comprehensive income (loss): Other comprehensive income related to derivatives (1) ( 42,757 ) ( 17,468 ) ( 38,903 ) 141,084 Change in pension and other employee benefit accounts ( 487 ) ( 559 ) ( 1,018 ) ( 1,117 ) Comprehensive (loss) income ( 182,687 ) ( 87,986 ) ( 306,575 ) 190,172 Comprehensive loss attributable to non-controlling interests ( 11,377 ) ( 11,100 ) ( 25,637 ) ( 22,501 ) Comprehensive (loss) income attributable to stockholders $ ( 171,310 ) $ ( 76,886 ) $ ( 280,938 ) $ 212,673 ______________________________________________________________________________________ (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. 8 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited) (Dollars in thousands) 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 Equity - December 31, 2025 $ 1,163 $ 623,771 $ ( 512,992 ) $ ( 90,618 ) $ ( 167,561 ) $ ( 146,237 ) Net loss ( 112,951 ) ( 14,260 ) ( 127,211 ) Other comprehensive income 3,323 3,323 Total comprehensive (loss) income — — ( 112,951 ) 3,323 ( 14,260 ) ( 123,888 ) Settlement of equity-based compensation ( 2,340 ) ( 483 ) ( 2,823 ) Issuance of common shares 19 ( 19 ) — Distributions to non-controlling interest ( 360 ) ( 360 ) Dividends declared on common stock ( 3,545 ) ( 3,545 ) Dividends and accretion of redeemable preferred stock ( 37,221 ) ( 37,221 ) Equity-based compensation 8,947 2,031 10,978 Equity - March 31, 2026 $ 1,182 $ 589,593 $ ( 625,943 ) $ ( 87,295 ) $ ( 180,633 ) $ ( 303,096 ) 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 ) 9 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 income (loss) 131,565 ( 11,401 ) 120,164 Other comprehensive income 157,994 157,994 Total comprehensive income (loss) — — 131,565 157,994 ( 11,401 ) 278,158 Settlement of equity-based compensation ( 545 ) ( 545 ) Issuance of common shares 9 1 10 Issuance of warrants 1,014 1,014 Issuance of Manager options 7,358 7,358 Dividends declared on common stock ( 3,443 ) ( 3,443 ) Dividends and accretion of redeemable preferred stock ( 21,841 ) ( 21,841 ) Equity-based compensation 895 358 1,253 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. 10 FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Dollars in thousands) Six Months Ended June 30, 2026 2025 Cash flows from operating activities: Net (loss) income $ ( 266,654 ) $ 50,205 Adjustments to reconcile net loss to net cash used in operating activities: Equity in losses (earnings) of unconsolidated entities 1,078 ( 3,319 ) Gain on sale of subsidiaries — ( 119,952 ) Loss on modification or extinguishment of debt 47,516 4,073 Equity-based compensation 16,438 2,163 Depreciation and amortization 90,202 59,010 Asset impairment 63,188 4,401 Change in deferred income taxes ( 10,952 ) ( 41,298 ) Amortization of deferred financing costs 7,218 5,218 Amortization of bond discount 42,839 5,459 Amortization of other comprehensive income ( 10,523 ) ( 4,732 ) Paid-in-kind interest expense 5,115 — Other 840 1,216 Change in: Accounts receivable ( 5,492 ) ( 2,988 ) Other assets ( 2,457 ) 2,540 Accounts payable and accrued liabilities ( 9,731 ) 15,593 Derivative liabilities — ( 66,178 ) Other liabilities 1,035 ( 2,283 ) Net cash used in operating activities ( 30,340 ) ( 90,872 ) Cash flows from investing activities: Investment in unconsolidated entities ( 14,391 ) ( 12,585 ) 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 Net cash (used in) provided by investing activities ( 178,163 ) 78,359 Cash flows from financing activities: Proceeds from debt, net 1,407,376 494,074 Repayment of debt ( 1,337,217 ) ( 126,102 ) Payment of financing costs ( 15,796 ) ( 21,545 ) Proceeds from financing obligation 50,000 — Repayment of financing obligation ( 920 ) — Cash dividends - common stock ( 7,090 ) ( 6,886 ) Cash dividends - redeemable preferred stock — ( 25,516 ) Cash dividends - redeemable preferred stock - NCI ( 5,000 ) — Settlement of equity-based compensation ( 2,903 ) ( 545 ) Distributions to non-controlling interests ( 1,248 ) — 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 Less: 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 11 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 Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 172,575 $ 448,263 Supplemental disclosure of non-cash investing and financing activities: Acquisition of property, plant and equipment $ 78,457 $ 47,622 Acquisition of business — ( 285,977 ) Dividends and accretion of redeemable preferred stock ( 657 ) ( 17,282 ) Dividends and accretion of redeemable preferred stock - NCI ( 65,451 ) — Financing fees 2,676 — See accompanying notes to consolidated financial statements. 12 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting — The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include the accounts of FTAI Infrastructure Inc. (“we”, “us”, “our”, “FTAI Infrastructure” or the “Company”) and our subsidiaries. These financial statements and related notes should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Principles of Consolidation — We consolidate all entities in which we have a controlling financial interest and control over significant operating decisions, as well as variable interest entities (“VIEs”) in which we are the primary beneficiary. All significant intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interest. We use the equity method of accounting for investments in entities in which we exercise significant influence but which do not meet the requirements for consolidation. Under the equity method, we record our proportionate share of the underlying net income (loss) of these entities as well as the proportionate interest in adjustments to other comprehensive income (loss). Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties — In the normal course of business, we encounter several significant types of economic risk including credit, market, and capital market risks. Credit risk is the risk of the inability or unwillingness of a lessee, customer, or derivative counterparty to make contractually required payments or to fulfill its other contractual obligations. Market risk reflects the risk of a downturn or volatility in the underlying industry segments in which we operate, which could adversely impact the pricing of the services offered by us or a lessee’s or customer’s ability to make payments. Capital market risk is the risk that we are unable to obtain capital at reasonable rates to fund the growth of our business or to refinance existing debt facilities. We do not have significant exposure to foreign currency risk as all of our leasing and revenue arrangements are denominated in U.S. dollars. Liquidity —Subsequent to 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. 13 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: June 30, 2026 December 31, 2025 Notes receivable $ — $ 13,605 Prepaid expenses 16,107 20,403 Purchase deposits — 3,817 Other receivables 16,533 10,587 Inventory 909 1,269 Other assets 14,951 12,996 Total other current assets $ 48,500 $ 62,677 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 $ 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 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. We maintain cash and restricted cash balances, which generally exceed federally insured limits, and subject us to credit risk, in high credit quality financial institutions. We monitor the financial condition of these institutions and have not experienced any losses associated with these accounts. 14 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 June 30, 2026 are as follows: Three and Six Months Ended June 30, 2026 Derivatives Pension and other postretirement benefit accounts Total Accumulated other comprehensive (loss) income - December 31, 2025 $ ( 112,196 ) $ 21,578 $ ( 90,618 ) Other comprehensive loss before reclassification ( 12,106 ) — ( 12,106 ) 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 ) 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 Accumulated other comprehensive (loss) income - December 31, 2024 $ — $ ( 182,983 ) $ 25,932 $ ( 157,051 ) Other comprehensive loss before reclassification ( 24,050 ) ( 633 ) — ( 24,683 ) 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 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 ) 2. ACQUISITIONS AND DIVESTITURES Acquisition of Long Ridge Energy & Power LLC On February 26, 2025, the Company entered into a purchase agreement with certain affiliates of GCM Grosvenor Inc. (“GCM”), owner of 49.9 % of the limited liability company interests of Long Ridge Energy & Power LLC, to acquire GCM’s 49.9 % interest. This transaction resulted in a controlling 100% ownership in Long Ridge Energy & Power LLC. Long Ridge Energy & Power LLC operates within the Power and Gas reportable segment. See Note 14 for additional information. Prior to obtaining a controlling interest in Long Ridge, the Company accounted for its 50.1 % investment as an equity method investment. 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 (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. 15 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following table summarizes the allocation of the purchase price, as presented in our Consolidated Balance Sheet: February 26, 2025 Fair value of assets acquired: Cash and cash equivalents $ 17,205 Restricted cash 218,422 Accounts receivable 12,364 Property, plant and equipment 1,516,873 Intangible assets 1,000 Other assets 11,855 Total assets acquired 1,777,719 Fair value of liabilities assumed: Accounts payable and accrued liabilities 54,699 Debt 1,115,200 Derivative liabilities 197,795 Other liabilities 15,628 Total liabilities assumed 1,383,322 Goodwill (1) 90,337 Total purchase consideration $ 484,734 ________________________________________________________ (1) This goodwill is assigned to the Power and Gas segment and is not tax deductible for income tax purposes. The following table presents the estimated fair value of the identifiable intangible assets and their estimated useful lives: Estimated useful life in years Fair value Customer relationships 15 $ 1,000 Total $ 1,000 The following table presents the estimated fair value of the property, plant and equipment and their estimated remaining useful lives: Estimated remaining useful life in years Fair value Construction in progress N/A $ 476 Unproved properties N/A 216,776 Proved developed properties N/A 168,045 Power generation 12 - 37 850,121 Computer software 2 70 Land and improvements N/A 166,454 Buildings 10 - 39 48,665 Machinery & equipment 2 - 37 62,015 Track and track related assets 8 - 34 4,212 Vehicles 2 - 3 39 Total $ 1,516,873 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. These pro forma results were based on estimates and assumptions which we believe are reasonable. The pro forma adjustments are primarily comprised of the following: • The allocation of the purchase price and related adjustments, including adjustments to depreciation and amortization expense related to the fair value of property, plant and equipment and intangible assets acquired; • Elimination of intercompany transactions between consolidated companies; 16 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; and • Associated tax-related impacts of adjustments. 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 June 30, 2025 Six Months Ended June 30, 2025 Total revenue $ 122,286 $ 271,806 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. 17 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: Assets 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) ( 60,380 ) Total non-current assets held for sale 1,600,457 Total assets held for sale $ 1,657,390 Liabilities 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). 18 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. Sale of KRS 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. 3. LEASING EQUIPMENT, NET Leasing equipment, net is summarized as follows: June 30, 2026 December 31, 2025 Leasing equipment $ 50,029 $ 49,986 Less: Accumulated depreciation ( 14,207 ) ( 13,416 ) Leasing equipment, net $ 35,822 $ 36,570 Depreciation expense for leasing equipment is summarized as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Depreciation expense for leasing equipment $ 396 $ 412 $ 792 $ 822 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is summarized as follows: June 30, 2026 December 31, 2025 Land, site improvements and rights $ 360,555 $ 513,835 Buildings and improvements 39,322 72,997 Bridges and tunnels 968,640 969,551 Terminal machinery and equipment 1,301,890 1,357,502 Proved oil and gas properties — 304,716 Unproved oil and gas properties — 144,455 Power plant — 850,489 Track and track related assets 347,848 335,850 Railroad equipment 4,238 9,694 Railcars and locomotives 181,955 181,892 Computer hardware and software 22,408 22,532 Furniture and fixtures 2,246 2,246 Construction in progress 360,745 263,495 Other 29,591 30,029 3,619,438 5,059,283 Less: Accumulated depreciation ( 483,898 ) ( 477,512 ) Property, plant and equipment, net $ 3,135,540 $ 4,581,771 19 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Depreciation expense $ 38,021 $ 32,576 $ 87,230 $ 56,182 5. INVESTMENTS The following table presents the ownership interests and carrying values of our investments: Carrying Value Investment Ownership Percentage June 30, 2026 December 31, 2025 Intermodal Finance I, Ltd. Equity method 51 % $ — $ — Pyroplast Energy LTD Equity method 46.8 % 21,166 22,243 $ 21,166 $ 22,243 The following table presents our proportionate share of equity in earnings (losses): 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 Long Ridge West Virginia LLC — — — ( 311 ) GM-FTAI Holdco LLC — ( 1,895 ) — ( 7,110 ) Clean Planet Energy USA LLC — ( 100 ) — ( 209 ) Pyroplast Energy LTD ( 560 ) — ( 1,078 ) — Total $ ( 560 ) $ ( 1,995 ) $ ( 1,078 ) $ 3,319 Equity Investments TimberHP Madison, LLC On February 2, 2026, the Company invested $ 5.0 million in TimberHP Madison, LLC (“TimberHP”) as a Secured Promissory Note. The note matures on February 2, 2028 and has a current annual interest rate of 5 %. 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. 6. INTANGIBLE ASSETS, NET Intangible assets, net are summarized as follows: June 30, 2026 Railroad Total Customer relationships $ 75,735 $ 75,735 Less: Accumulated amortization ( 19,755 ) ( 19,755 ) Total intangible assets, net $ 55,980 $ 55,980 December 31, 2025 Power and Gas Railroad Total Customer relationships $ 1,000 $ 60,000 $ 61,000 Less: Accumulated amortization ( 56 ) ( 17,771 ) ( 17,827 ) Total intangible assets, net $ 944 $ 42,229 $ 43,173 20 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Amortization of customer relationships $ 1,011 $ 1,010 $ 2,014 $ 2,006 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 21 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 7. DEBT, NET Our debt, net is summarized as follows: Outstanding Borrowings Stated Interest Rate Maturity Date June 30, 2026 December 31, 2025 Loans payable DRP DB Term Loan (2) 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) (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Adjusted Term SOFR) 8/24/26 — 1,227,294 Term Loan Credit Agreement (1) (4) 9.75 % 2/1/28 1,403,687 — EB-5 Loan Agreement (2) 5.75 % (i) 1/25/27 (ii) 3/11/27 (iii) 11/16/27 63,800 63,800 Jefferson Credit Agreement June 2025 (i) Base Rate + 3.00 %; or (ii) Base Rate + 4.00 % (Term SOFR) 8/31/26 — 30,000 RailCo Revolver (i) Base Rate + 2.00 %; or (ii) Base Rate + 3.00 % (Term SOFR) 11/17/28 50,000 50,000 Long Ridge Acquiom Loan (5) 15.75 % 5/31/27 — 22,371 Long Ridge GCM Note (5) 12.00 % 2/26/28 — 20,000 Long Ridge CanAm Loan (5) 6.75 % 9/13/29 — 115,200 Long Ridge Credit Agreement (5) (i) Base Rate + 3.50 %; or (ii) Base Rate + 4.50 % (Term SOFR) 2/19/32 — 397,000 Total loans payable 1,631,738 2,031,493 Bonds payable Series 2020 Bonds (1) (i) Tax Exempt Series 2020A Bonds: 3.625 % (ii) Tax Exempt Series 2020A Bonds: 4.00 % (i) 1/1/35 (ii) 1/1/50 139,257 140,753 Series 2021 Bonds (1) (i) Tax Exempt Series 2021A Bonds: 1.875 % to 3.00 % (ii) Taxable Series 2021B Bonds: 4.10 % (i) 1/1/26 to 1/1/50 (ii) 1/1/28 339,850 348,240 Series 2024 Bonds (1) (3) (i) Tax Exempt Series 2024A Bonds: 5.000 % to 5.250 % (ii) Taxable Series 2024B Bonds: 10.000 % (i) 1/1/39 to 1/1/54 (ii) 7/1/26 379,585 378,458 Series 2025 Bonds (1) (i) Tax Exempt Series 2025 Bonds: 6.375 % (ii) Tax Exempt Series 2025 Bonds: 6.625 % (i) 1/1/35 (ii) 1/1/45 297,163 297,087 Senior Notes due 2032 (5) 8.75 % 2/15/32 — 600,000 Total bonds payable 1,155,855 1,764,538 Total debt 2,787,593 3,796,031 Less: Debt issuance costs ( 23,876 ) ( 21,858 ) Total debt, net $ 2,763,717 $ 3,774,173 Principal debt due within one year $ 477,727 $ 66,987 Less: Debt issuance costs ( 959 ) ( 1,549 ) Total principal debt, net due within one year $ 476,768 $ 65,438 ________________________________________________________ (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 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). 22 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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 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. Term Loan Credit Agreement On February 25, 2026, we entered into a credit agreement (the “Term Loan Credit Agreement”), which provides for a $ 1.35 billion secured term loan facility (the “Term Loan”). The Term Loan matures on February 1, 2028 and accrues interest at a rate of 9.75 % per annum. 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. 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. 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. 23 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 8. FAIR VALUE MEASUREMENTS Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2: Inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3: Unobservable inputs for which there is little or no market data and which require us to develop our own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach—Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach—Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach—Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). 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 $ 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. 24 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 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: June 30, 2026 December 31, 2025 Number of units 172,500 172,500 Fair value at grant date ($ millions) $ 85.8 $ 85.8 Strike price $ 628.36 $ 761.05 Expected volatility 35.00 % 35.00 % Risk free interest rate 4.2 % 3.6 % Expected dividend yield — % — % Expected term 2.3 years 2.8 years Warrant fair value (per share) $ 478.40 $ 473.04 Level 3 Reconciliation The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying Consolidated Balance Sheet using significant unobservable (Level 3) inputs: Warrants Beginning balance, December 31, 2025 $ ( 81,599 ) Unrealized losses ( 924 ) 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: June 30, 2026 December 31, 2025 Series 2020A Bonds (1) $ 117,212 $ 115,979 Series 2021A Bonds (1) 107,960 120,448 Series 2021B Bonds (1) 183,192 182,630 Series 2024A Bonds (1) 159,614 160,802 Series 2024B Bonds (1) 217,874 222,949 Series 2025 Bonds (1) 318,216 309,285 Senior Notes due 2032 (1) (2) — 638,880 EB-5 Loan Agreement 24,344 25,536 EB-5.2 Loan Agreement 9,157 9,529 EB-5.3 Loan Agreement 25,740 25,315 ________________________________________________________ (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. 25 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 9. DERIVATIVE FINANCIAL INSTRUMENTS Long Ridge Energy & Power LLC is subject to electricity price volatility stemming from the sales of electricity from the Long Ridge power generation plant. Long Ridge Energy & Power LLC enters into electricity swap agreements to manage our exposure to electricity price fluctuations. The electricity swap derivatives are designated as hedging instruments within cash flow hedging relationships. The Company recognizes the realized gain or loss in Revenues in our Consolidated Statements of Operations. As of 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 June 30, 2026 and December 31, 2025: June 30, 2026 Notional Amount Fair Value of Assets Fair Value of Liabilities Term Derivatives Designated as Cash Flow Hedges: Electricity Swaps (MWh) 741,777 $ — $ ( 251,274 ) 3 to 6 Years Non-Hedge Derivative Instruments: Interest Rate Swaps ($) 200,000 289 — 2 Years Total $ 289 $ ( 251,274 ) December 31, 2025 Notional Amount Fair Value of Assets Fair Value of Liabilities Term Derivatives Designated as Cash Flow Hedges: Electricity Swaps (MWh) 774,728 $ — $ ( 222,894 ) 3 to 6 Years Non-Hedge Derivative Instruments: Interest Rate Swaps ($) 200,000 — ( 432 ) 2 Years Natural Gas Forward Prices (MMBtu) 2,425 — ( 171 ) 0 Years 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 ) 26 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 10. REVENUES We disaggregate our revenue from contracts with customers by products and services provided for each of our segments, as we believe it best depicts the nature, amount, timing and uncertainty of our revenue. Revenues are within the scope of ASC 606, Revenue from Contracts with Customers , unless otherwise noted. We have elected to exclude sales and other similar taxes from revenues. Three Months Ended June 30, 2026 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total Lease income $ 2,118 $ 655 $ — $ — $ — $ 2,773 Rail revenues 88,384 — — — 420 88,804 Terminal services revenues 167 23,661 5,533 419 — 29,780 Roadside services revenues — — — — 15,497 15,497 Power revenues — — — 42,568 — 42,568 Gas revenues — — — 5,857 — 5,857 Other revenue 1,485 — 4 — — 1,489 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 27 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) Three Months Ended June 30, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Corporate and Other Total Lease income $ 361 $ 885 $ — $ — $ — $ 1,246 Rail revenues 41,779 — — — 513 42,292 Terminal services revenues — 20,743 2,713 828 — 24,284 Roadside services revenues — — — — 13,217 13,217 Power revenues — — — 38,010 — 38,010 Gas revenues — — — 2,958 — 2,958 Other revenue — — 279 — — 279 Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ 13,730 $ 122,286 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 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. 11. 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 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 six months ended June 30, 2026, we issued 19,166 shares of common stock to certain directors as compensation. Stock Options In connection with our February 2025 offering of Series B Preferred Stock ("Convertible Preferred Stock") (see Note 15 ), the Company issued to the Manager, options to purchase 2.9 million shares of common stock at a per share exercise price of $ 5.61 , which had a grant date fair value of $ 7.4 million. Subsidiary Stock-Based Compensation 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 28 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 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 Common units 442 358 889 716 1,728 0.8 Total $ 4,126 $ 428 $ 6,254 $ 856 $ 3,864 Restricted Stock Units to Subsidiary Employees 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 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 Total $ 1,244 $ 479 $ 10,088 $ 1,289 $ 5,821 12. INCOME TAXES Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S. federal and state corporate income tax in locations where they conduct business. A valuation allowance has been established against our net U.S. federal and state deferred tax assets, including net operating loss carryforwards. As a result, our income tax provision is primarily related to separate company state taxes, deferred taxes for tax deductible goodwill, and deferred taxes for certain long-lived assets. Our effective tax rate differs from the U.S. federal tax rate of 21 % primarily due to 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. federal, state and local income tax examinations by tax authorities. Generally, we are not subject to examination by taxing authorities for tax years prior to 2022. On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant changes to the U.S. federal tax law, such as an elective deduction for domestic research and experimental expenditures, and changes to interest expense limitations under Section 163(j). We have incorporated these amendments into the income tax provision which did not have a material impact on the Company’s effective tax rate. 13. MANAGEMENT AGREEMENT AND AFFILIATE TRANSACTIONS We are externally managed by the Manager. The Manager is paid annual fees and incentive fees in exchange for advising us on various aspects of our business, formulating our investment strategies, arranging for the acquisition and disposition of assets, arranging for financing, monitoring performance, and managing our day-to-day operations, inclusive of all costs incidental thereto. In addition, the Manager may be reimbursed for various expenses incurred by the Manager on our behalf, including the costs of legal, accounting and other administrative activities. On July 31, 2022, in connection with the spin-off, we and the Manager entered into the Management Agreement with an initial term of six years . 29 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. The management fee is determined by taking the average value of total equity (including preferred stock and excluding non-controlling common interests) of the Company determined on a consolidated basis in accordance with U.S. GAAP at the end of the two most recently completed months multiplied by an annual rate of 1.50 %, and is payable monthly in arrears in cash. The Income Incentive Fee is calculated and distributable quarterly in arrears based on the pre-incentive fee net income for the immediately preceding calendar quarter (the “Income Incentive Fee”). For this purpose, pre-incentive fee net income means, with respect to a calendar quarter, net income attributable to 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. Pre-incentive allocation net income does not include any Income Incentive Fee or Capital Gains Incentive Fee (described below) paid to the Manager during the relevant quarter. The Manager is entitled to an Income Incentive Fee with respect to its pre-incentive fee net income in each calendar quarter as follows: (1) no Income Incentive Fee in any calendar quarter in which pre-incentive fee net income, expressed as a rate of return on the average value of the Company’s net equity capital (excluding non-controlling interests) at the end of the two most recently completed calendar quarters, does not exceed 2 % for such quarter ( 8 % annualized); (2) 100 % of pre-incentive fee net income of the Company with respect to that portion of such pre-incentive fee net income, if any, that equals or exceeds 2 % but does not exceed 2.2223 % for such quarter; and (3) 10 % of pre-incentive fee net income of the Company, if any, that exceeds 2.2223 % for portions of such quarter. These calculations will be prorated for any periods of less than three months. The Capital Gains Incentive Fee is calculated and paid in arrears as of the end of each calendar year and is equal to 10 % of our pro rata share of cumulative realized gains from the date of the spin-off through the end of the applicable calendar year, net of our pro rata share of cumulative realized or unrealized losses, the cumulative non-cash portion of equity-based compensation expenses and all realized gains upon which prior performance-based Capital Gains Incentive Fee payments were made to the Manager. The Management fee, Income Incentive Fee, and Capital Gains Incentive Fee that are attributable to the operations of FTAI Infrastructure are recorded in the Management fees and incentive allocation to affiliate on the Consolidated Statements of Operations. These amounts are allocated on the following basis: Management fee —Management fee is allocated to FTAI Infrastructure by applying the calculation methodology described above to the equity of FTAI Infrastructure included in these consolidated financial statements. Income Incentive Allocation and Capital Gains Incentive Allocation —The Income Incentive Fee and Capital Gains Incentive Fee are allocated to FTAI Infrastructure by applying the allocation calculation methodology described above to FTAI Infrastructure’s financial results in each respective period. The following table summarizes the management fees, income incentive allocation and capital gains incentive allocation included in these consolidated financial statements: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Management fee $ 3,677 $ 3,680 $ 7,769 $ 6,222 Income incentive fee — — — — Capital gains incentive fee — — — — Total $ 3,677 $ 3,680 $ 7,769 $ 6,222 We pay all of our operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The expenses required to be paid by the Company include, but are not limited to, issuance and transaction costs incident to the acquisition, disposition and financing of its assets, legal and auditing fees and expenses, the compensation and expenses of the Company’s independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings, costs and expenses incurred in contracting with third parties (including affiliates of the Manager), the costs of printing and mailing proxies and reports to the stockholders, costs incurred by the Manager or its affiliates for travel on our behalf, costs associated with any computer software or hardware that is used by the Company, costs to obtain liability insurance to indemnify the Company’s directors and officers and the compensation and expenses of the transfer agent. We pay or reimburse the Manager and its affiliates for performing certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants. The Manager is responsible for all of its other costs incident to the performance of its duties under the Management Agreement, including compensation of the Manager’s employees, rent for facilities and other “overhead” expenses; we do not reimburse the Manager for these expenses. 30 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 June 30, Six Months Ended June 30, 2026 2025 2026 2025 Classification in the Consolidated Statements of Operations: General and administrative $ 1,710 $ 1,577 $ 3,191 $ 3,269 Acquisition and transaction expenses 1,146 855 1,908 1,518 Total $ 2,856 $ 2,432 $ 5,099 $ 4,787 If we terminate the Management Agreement, we will generally be required to pay the Manager a termination fee. Pursuant to the terms of the Management Agreement, the termination fee is equal to the amount of the management fee during the 12 months immediately preceding such termination and an amount equal to the Income Incentive Fee and the Capital Gains Incentive Fee that would be paid to the Manager if the Company’s assets were sold for cash at their then current fair market value (as determined by an appraisal, taking into account, among other things, the expected future value of the underlying investments). Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10 % of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10 % of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share paid by the public or other ultimate purchaser or attributed to such securities in connection with an acquisition (or the fair market value of our common stock as of the date of the equity issuance if it relates to equity securities other than our common stock). Any ultimate purchaser of common stock for which such options are granted may be an affiliate of Fortress. In connection with the spin-off, we issued 10.9 million options to purchase common stock to the Manager, with a term of 10 years and strike price of $ 2.76 as compensation for services rendered in connection with the Redeemable Preferred Stock raise, as discussed in Note 15. On August 12, 2024, 8.7 million Manager options were exercised. In February 2025, we issued 2.9 million options to purchase common stock to the Manager, with a term of 10 years and a strike price of $ 5.61 as compensation for services rendered in connection with the offering of Series B Preferred Stock as discussed in Note 15. The following table summarizes amounts due to the Manager, which are included within Accounts payable and accrued liabilities in the Consolidated Balance Sheets: June 30, 2026 December 31, 2025 Accrued management fees $ 7,769 $ 12,172 Other payables 6,799 9,181 As of June 30, 2026 and December 31, 2025, there w ere no receivables from the Manager. Other Affiliate Transactions 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 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 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 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. 31 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 14. SEGMENT INFORMATION Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. 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 common stockholders as determined in accordance with U.S. GAAP. Segment information for prior periods has been recast to conform to the current period presentation of net income (loss) attributable to common stockholders. 32 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) The following tables set forth certain information for each reportable segment as provided to and evaluated by the CODM: I. For the Three Months Ended June 30, 2026 Three Months Ended June 30, 2026 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 92,154 $ 24,316 $ 5,537 $ 48,844 $ — $ 15,917 $ 186,768 Expenses Operating expenses 51,334 18,740 6,377 24,923 2 15,957 117,333 General and administrative — — — — — 3,674 3,674 Acquisition and transaction expenses 2,491 — — 2,245 115 1,170 6,021 Management fees and incentive allocation to affiliate — — — — — 3,677 3,677 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 Other (expense) income Equity in losses of unconsolidated entities — — — — ( 560 ) — ( 560 ) 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 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 (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 ) Less: Net (loss) income attributable to non-controlling interests in consolidated subsidiaries - common stockholders ( 99 ) ( 11,075 ) ( 183 ) ( 75 ) — 55 ( 11,377 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 33,230 — — — — — 33,230 Less: Dividends and accretion of redeemable preferred stock — — — — — 657 657 Less: 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 ) 33 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: Three 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 $ 42,356 $ 13,014 $ 232 $ 27,429 $ 277 $ ( 7,195 ) $ 76,113 Add: Non-controlling share of Adjusted EBITDA 394 6,502 195 309 — 13 7,413 Add: Equity in losses of unconsolidated entities — — — — ( 560 ) — ( 560 ) Less: Interest and other costs on pension and OPEB liabilities 103 — — — — — 103 Less: Dividends and accretion of redeemable and convertible preferred stock ( 33,230 ) — — — — ( 5,168 ) ( 38,398 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 560 — 560 Less: Interest expense ( 1,905 ) ( 13,636 ) ( 1,405 ) ( 25,031 ) — ( 63,515 ) ( 105,492 ) Less: Depreciation and amortization expense ( 19,512 ) ( 13,229 ) ( 2,655 ) ( 4,822 ) — ( 238 ) ( 40,456 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges — — — ( 60,380 ) — ( 2,808 ) ( 63,188 ) Less: Changes in fair value of non-hedge derivative instruments ( 18 ) — — ( 177 ) — — ( 195 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations — — — ( 549 ) — ( 1,053 ) ( 1,602 ) Less: Acquisition and transaction expenses ( 2,491 ) — — ( 2,245 ) ( 115 ) ( 1,170 ) ( 6,021 ) Less: Equity-based compensation expense ( 442 ) ( 1,072 ) ( 172 ) ( 3,589 ) — ( 185 ) ( 5,460 ) Less: (Provision for) benefit from income taxes ( 3,237 ) ( 136 ) ( 2 ) 14,951 — — 11,576 Less: 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 ) 34 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) II. 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 Revenues Total revenues $ 177,162 $ 51,634 $ 6,745 $ 110,850 $ — $ 28,741 $ 375,132 Expenses 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 ) Less: Net (loss) income attributable to non-controlling interests in consolidated subsidiaries ( 261 ) ( 24,754 ) ( 574 ) ( 121 ) — 73 ( 25,637 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 70,451 — — — — — 70,451 Less: Dividends and accretion of redeemable preferred stock — — — — — 657 657 Less: 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 ) 35 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 Add: Non-controlling share of Adjusted EBITDA 704 16,542 477 569 — 27 18,319 Add: Equity in losses of unconsolidated entities — — — — ( 1,078 ) — ( 1,078 ) Less: Interest and other costs on pension and OPEB liabilities 283 — — — — — 283 Less: Dividends and accretion of redeemable and convertible preferred stock ( 70,451 ) — — — — ( 9,521 ) ( 79,972 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 1,078 — 1,078 Less: Interest expense ( 3,404 ) ( 29,871 ) ( 3,356 ) ( 48,697 ) — ( 102,651 ) ( 187,979 ) Less: Depreciation and amortization expense ( 38,999 ) ( 26,449 ) ( 5,238 ) ( 10,962 ) — ( 496 ) ( 82,144 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges — — — ( 60,380 ) — ( 2,808 ) ( 63,188 ) Less: Changes in fair value of non-hedge derivative instruments ( 924 ) — — 171 — — ( 753 ) Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 6,429 ) — ( 549 ) — ( 40,538 ) ( 47,516 ) Less: Acquisition and transaction expenses ( 4,099 ) — — ( 3,046 ) ( 115 ) ( 5,581 ) ( 12,841 ) Less: Equity-based compensation expense ( 889 ) ( 8,325 ) ( 1,764 ) ( 5,172 ) — ( 288 ) ( 16,438 ) Less: (Provision for) benefit from income taxes ( 6,535 ) ( 348 ) ( 2 ) 14,951 — ( 13 ) 8,053 Less: 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 ) 36 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) III. Three Months Ended June 30, 2025 Three Months Ended June 30, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Revenues Total revenues $ 42,140 $ 21,628 $ 2,992 $ 41,796 $ — $ 13,730 $ 122,286 Expenses Operating expenses 22,130 17,018 5,449 16,026 2 13,810 74,435 General and administrative — — — — — 3,862 3,862 Acquisition and transaction expenses 2,783 69 1,980 1,397 — 2,475 8,704 Management fees and incentive allocation to affiliate — — — — — 3,680 3,680 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 ) Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 46 ( 10,579 ) ( 567 ) — — — ( 11,100 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 20,957 20,957 Less: 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 ) 37 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 Add: Non-controlling share of Adjusted EBITDA 84 6,948 445 — — — 7,477 Add: Equity in losses of unconsolidated entities — — — — ( 1,995 ) — ( 1,995 ) Less: Interest and other costs on pension and OPEB liabilities 264 — — — — — 264 Less: Dividends and accretion of redeemable and convertible preferred stock — — — — — ( 25,039 ) ( 25,039 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — 100 — 100 Less: Interest expense ( 112 ) ( 16,000 ) — ( 24,787 ) — ( 18,305 ) ( 59,204 ) Less: Depreciation and amortization expense ( 4,979 ) ( 12,522 ) ( 2,494 ) ( 11,874 ) — ( 217 ) ( 32,086 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges ( 4,401 ) — — — — — ( 4,401 ) Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 742 ) ( 3,324 ) — — — ( 4,066 ) Less: Acquisition and transaction expenses ( 2,783 ) ( 69 ) ( 1,980 ) ( 1,397 ) — ( 2,475 ) ( 8,704 ) Less: Equity-based compensation expense ( 358 ) ( 327 ) ( 150 ) — — ( 75 ) ( 910 ) Less: (Provision for) benefit from income taxes ( 768 ) ( 336 ) ( 25 ) — — 177 ( 952 ) Less: 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 ) 38 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) IV. 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 Revenues Total revenues $ 84,771 $ 41,077 $ 6,803 $ 59,090 $ — $ 26,706 $ 218,447 Expenses 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 (Loss) gain on sale of assets, net ( 124 ) — — 119,952 — — 119,828 Loss on modification or extinguishment of debt — ( 749 ) ( 3,324 ) — — — ( 4,073 ) Interest expense ( 251 ) ( 32,624 ) ( 1,518 ) ( 33,804 ) — ( 34,119 ) ( 102,316 ) 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 Income (loss) before income taxes 22,772 ( 47,998 ) ( 17,337 ) 112,500 ( 6,056 ) ( 54,238 ) 9,643 Provision for (benefit from) income taxes 1,580 759 37 ( 42,457 ) — ( 481 ) ( 40,562 ) Net income (loss) 21,192 ( 48,757 ) ( 17,374 ) 154,957 ( 6,056 ) ( 53,757 ) 50,205 Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries 133 ( 21,663 ) ( 971 ) — — — ( 22,501 ) Less: Dividends and accretion of redeemable preferred stock — — — — — 42,798 42,798 Less: 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 39 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: Six Months Ended June 30, 2025 Port and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Adjusted EBITDA $ 40,595 $ 19,032 $ ( 3,534 ) $ 161,061 $ ( 802 ) $ ( 15,217 ) $ 201,135 Add: Non-controlling share of Adjusted EBITDA 122 13,904 783 — — — 14,809 Add: Equity in earnings (losses) of unconsolidated entities — — — 10,588 ( 7,319 ) 50 3,319 Less: Interest and other costs on pension and OPEB liabilities 529 — — — — — 529 Less: Dividends and accretion of redeemable and convertible preferred stock — — — — — ( 48,347 ) ( 48,347 ) Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — ( 6,503 ) 2,065 38 ( 4,400 ) Less: Interest expense ( 251 ) ( 32,624 ) ( 1,518 ) ( 33,804 ) — ( 34,119 ) ( 102,316 ) Less: Depreciation and amortization expense ( 10,065 ) ( 24,995 ) ( 4,990 ) ( 16,376 ) — ( 317 ) ( 56,743 ) Less: Incentive allocations — — — — — — — Less: Asset impairment charges ( 4,401 ) — — — — — ( 4,401 ) Less: Changes in fair value of non-hedge derivative instruments — — — — — — — Less: Losses on the modification or extinguishment of debt and capital lease obligations — ( 749 ) ( 3,324 ) — — — ( 4,073 ) Less: Acquisition and transaction expenses ( 2,876 ) ( 68 ) ( 2,296 ) ( 2,466 ) — ( 4,513 ) ( 12,219 ) Less: Equity-based compensation expense ( 716 ) ( 835 ) ( 452 ) — — ( 160 ) ( 2,163 ) Less: (Provision for) benefit from income taxes ( 1,580 ) ( 759 ) ( 37 ) 42,457 — 481 40,562 Less: 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 40 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) V. Balance Sheet The following tables set forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America. June 30, 2026 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 106,650 $ 87,173 $ 94,917 $ 5 $ 794 $ 21,295 $ 310,834 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 Total debt, net 47,261 921,411 396,434 — — 1,398,611 2,763,717 Current liabilities 107,673 304,612 55,628 4,334 20 282,029 754,296 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 Redeemable preferred stock 1,003,747 — — — — 153,298 1,157,045 Non-controlling interests in equity of consolidated subsidiaries 4,813 ( 199,006 ) ( 4,722 ) 9,894 — 74 ( 188,947 ) Total equity 515,276 109,059 183,148 158,039 51,970 ( 1,536,215 ) ( 518,723 ) Total liabilities, redeemable preferred stock and equity $ 2,165,920 $ 1,178,337 $ 633,008 $ 1,653,255 $ 51,990 $ 64,235 $ 5,746,745 December 31, 2025 Ports and Terminals Railroad Jefferson Terminal Repauno Power and Gas Sustainability and Energy Transition Corporate and Other Total Current assets $ 90,394 $ 100,455 $ 165,765 $ 84,222 $ 14,716 $ 28,459 $ 484,011 Non-current assets 2,010,137 1,112,460 450,928 1,637,568 32,383 21,174 5,264,650 Total assets 2,100,531 1,212,915 616,693 1,721,790 47,099 49,633 5,748,661 Total debt, net 48,841 959,720 385,759 1,154,374 — 1,225,479 3,774,173 Current liabilities 80,532 121,528 38,964 125,740 910 42,323 409,997 Non-current liabilities 453,909 988,828 390,140 1,334,995 — 1,226,809 4,394,681 Total liabilities 534,441 1,110,356 429,104 1,460,735 910 1,269,132 4,804,678 Redeemable preferred stock 937,578 — — — — 152,642 1,090,220 Non-controlling interests in equity of consolidated subsidiaries 5,996 ( 174,252 ) ( 4,148 ) 4,843 — — ( 167,561 ) Total equity 628,512 102,559 187,589 261,055 46,189 ( 1,372,141 ) ( 146,237 ) Total liabilities, redeemable preferred stock and equity $ 2,100,531 $ 1,212,915 $ 616,693 $ 1,721,790 $ 47,099 $ 49,633 $ 5,748,661 41 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Dollars in tables in thousands, unless otherwise noted) 15. REDEEMABLE PREFERRED STOCK Series B Preferred Stock - Redeemable Convertible Preferred Stock 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 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 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 . 16. EARNINGS PER SHARE AND EQUITY 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 June 30, Six Months Ended June 30, (in thousands, except per share data) 2026 2025 2026 2025 Net (loss) income $ ( 139,443 ) $ ( 69,959 ) $ ( 266,654 ) $ 50,205 Less: Net loss attributable to non-controlling interests in consolidated subsidiaries ( 11,377 ) ( 11,100 ) ( 25,637 ) ( 22,501 ) Less: Preferred dividends and accretion on redeemable non-controlling interests 33,230 — 70,451 — Less: Dividends and accretion of redeemable preferred stock 657 20,957 657 42,798 Less: Convertible preferred stock dividend 4,511 4,082 8,864 5,549 Net (loss) income attributable to common stockholders - Basic $ ( 166,464 ) $ ( 83,898 ) $ ( 320,989 ) $ 24,359 Less: 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 118,163,955 114,880,817 117,430,787 114,491,338 Weighted Average Common Stock Outstanding - Diluted 118,163,955 114,880,817 117,430,787 115,260,452 (Loss) earnings per share: Basic $ ( 1.41 ) $ ( 0.73 ) $ ( 2.73 ) $ 0.21 Diluted (1) $ ( 1.41 ) $ ( 0.73 ) $ ( 2.73 ) $ 0.21 ________________________________________________________ (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. 42 FTAI INFRASTRUCTURE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (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 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. 17. COMMITMENTS AND CONTINGENCIES In the normal course of business we, and our subsidiaries, may be involved in various claims, legal proceedings, or may enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. 18. SUBSEQUENT EVENTS 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. Dividends 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. 43