FTAI Infrastructure Inc. 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand FTAI Infrastructure Inc. (“we”, “us”, “our”, or the “Company”). Our MD&A should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes, and with Part II, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. Overview We are in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries. We were formed on December 13, 2021 as FTAI Infrastructure LLC, a Delaware limited liability company and subsidiary of FTAI Aviation Ltd. (previously Fortress Transportation and Infrastructure Investors LLC; “FTAI” or “Former Parent”). We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” Our operations consist of four primary business lines: (i) Railroad, (ii) Ports and Terminals, (iii) Power and Gas and (iv) Sustainability and Energy Transition. Our Railroad business primarily invests in and operates short line and regional railroads in North America. Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products, including crude oil, refined products and clean fuels. Our Power and Gas business develops and operates facilities, such as a 485 megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value. Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint. We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of June 30, 2026, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $638.3 million. Operating Segments Our reportable segments represent strategic business units comprised of investments in different types of infrastructure assets. We have five reportable segments which operate in infrastructure businesses across several market sectors, all in North America. Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition. On April 29, 2026, we entered into an agreement (the “Agreement”) to sell Long Ridge Energy & Power LLC (see Note 2 for additional details), subject to the receipt of certain regulatory approvals expected to be received within 12 months of the signing of such agreement. As such, we have recorded Long Ridge Energy & Power LLC, included in our Power and Gas segment, as held-for-sale as of the date of the Agreement through regulatory approval and closing of the sale. On June 29, 2026 (the “acquisition date”), we acquired Tidewater, a barge and rail transloading company with operations in Ohio, West Virginia and Texas (see Note 2 for additional details), which will be included in our Railroad segment as of the acquisition date. Additionally, on June 30, 2026, we sold our KRS business (see Note 2 for additional details), which was included within the Corporate and Other segment. Our Manager On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress. Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. Results of Operations Adjusted EBITDA (Non-GAAP) The CODM utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance. Adjusted EBITDA is defined as net income (loss) attributable to common stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, gains 44 (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. 45 Comparison of the three and six months ended June 30, 2026 and 2025 The following table presents our consolidated results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Lease income $ 2,773 $ 1,246 $ 1,527 $ 5,268 $ 2,583 $ 2,685 Rail revenues 88,804 42,292 46,512 171,097 84,466 86,631 Terminal services revenues 29,780 24,284 5,496 58,088 46,989 11,099 Roadside services revenues 15,497 13,217 2,280 28,051 26,193 1,858 Power revenues 42,568 38,010 4,558 88,196 53,790 34,406 Gas revenues 5,857 2,958 2,899 21,813 4,146 17,667 Other revenue 1,489 279 1,210 2,619 280 2,339 Total revenues 186,768 122,286 64,482 375,132 218,447 156,685 Expenses Operating expenses 117,333 74,435 42,898 237,727 141,480 96,247 General and administrative 3,674 3,862 (188) 7,228 8,975 (1,747) Acquisition and transaction expenses 6,021 8,704 (2,683) 12,841 12,219 622 Management fees and incentive allocation to affiliate 3,677 3,680 (3) 7,769 6,222 1,547 Depreciation and amortization 39,511 33,998 5,513 90,202 59,010 31,192 Asset impairment 63,188 4,401 58,787 63,188 4,401 58,787 Total expenses 233,404 129,080 104,324 418,955 232,307 186,648 Other (expense) income Equity in (losses) earnings of unconsolidated entities (560) (1,995) 1,435 (1,078) 3,319 (4,397) (Loss) gain on sale of assets, net (16) — (16) (582) 119,828 (120,410) Loss on modification or extinguishment of debt (1,602) (4,066) 2,464 (47,516) (4,073) (43,443) Interest expense (105,492) (59,204) (46,288) (187,979) (102,316) (85,663) Other income 3,287 3,052 235 6,271 6,745 (474) Total other (expense) income (104,383) (62,213) (42,170) (230,884) 23,503 (254,387) (Loss) income from before income taxes (151,019) (69,007) (82,012) (274,707) 9,643 (284,350) (Benefit from) provision for income taxes (11,576) 952 (12,528) (8,053) (40,562) 32,509 Net (loss) income (139,443) (69,959) (69,484) (266,654) 50,205 (316,859) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries - common stockholders (11,377) (11,100) (277) (25,637) (22,501) (3,136) Less: Preferred dividends and accretion on redeemable non-controlling interests 33,230 — 33,230 70,451 — 70,451 Less: Dividends and accretion of redeemable preferred stock 657 20,957 (20,300) 657 42,798 (42,141) Less: Convertible preferred stock dividend 4,511 4,082 429 8,864 5,549 3,315 Net (loss) income attributable to common stockholders (166,464) (83,898) (82,566) (320,989) 24,359 (345,348) 46 The following table sets forth a reconciliation of net (loss) income attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net (loss) income attributable to common stockholders $ (166,464) $ (83,898) $ (82,566) $ (320,989) $ 24,359 $ (345,348) Add: (Benefit from) provision for income taxes (11,576) 952 (12,528) (8,053) (40,562) 32,509 Add: Equity-based compensation expense 5,460 910 4,550 16,438 2,163 14,275 Add: Acquisition and transaction expenses 6,021 8,704 (2,683) 12,841 12,219 622 Add: Losses on the modification or extinguishment of debt and capital lease obligations 1,602 4,066 (2,464) 47,516 4,073 43,443 Add: Changes in fair value of non-hedge derivative instruments 195 — 195 753 — 753 Add: Asset impairment charges 63,188 4,401 58,787 63,188 4,401 58,787 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 40,456 32,086 8,370 82,144 56,743 25,401 Add: Interest expense 105,492 59,204 46,288 187,979 102,316 85,663 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) (560) (100) (460) (1,078) 4,400 (5,478) Add: Dividends and accretion of redeemable and convertible preferred stock (3) 38,398 25,039 13,359 79,972 48,347 31,625 Add: Interest and other costs on pension and OPEB liabilities (103) (264) 161 (283) (529) 246 Add: Other non-recurring items (4) 857 298 559 3,518 1,333 2,185 Less: Equity in losses (earnings) of unconsolidated entities 560 1,995 (1,435) 1,078 (3,319) 4,397 Less: Non-controlling share of Adjusted EBITDA (5) (7,413) (7,477) 64 (18,319) (14,809) (3,510) Adjusted EBITDA (Non-GAAP) $ 76,113 $ 45,916 $ 30,197 $ 146,705 $ 201,135 $ (54,430) ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $39,511 and $33,998, (ii) capitalized contract costs amortization of $1,232 and $1,232 and (iii) amortization of other comprehensive income of $(287) and $(3,144), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $90,202 and $59,010, (ii) capitalized contract costs amortization of $2,465 and $2,465 and (iii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively. (2) Includes the following items for the three months ended June 30, 2026 and 2025: net loss of $(560) and $(100), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) net (loss) income of $(1,078) and $6,478, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively. (3) Includes the following items for the three months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $33,887 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $71,108 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively. (4) Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857. Includes the following item for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2026: (i) Railroad severance and integration expenses of $2,328 and (ii) unrealized loss on investment of $1,190. Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298. (5) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $295 and $86, (ii) provision for income taxes of $52 and $84, (iii) interest expense of $3,445 and $3,706, (iv) depreciation and amortization expense of $3,362 and $3,071, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $29 and $165, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $— and $8, (ix) losses on the modification or extinguishment of debt of $5 and $356, (x) dividends and accretion of redeemable preferred stock of $216 and $— and (xi) other non-recurring items of $7 and $2, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $2,067 and $224, (ii) provision for income taxes of $118 and $188, (iii) interest expense of $7,497 and $7,646, (iv) depreciation and amortization expense of $6,693 and $6,140, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $44 and $166, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (viii) asset impairment charges of $— and $27, (ix) losses on the modification or extinguishment of debt of $1,494 and $358, (x) dividends and accretion of redeemable preferred stock of $391 and $— and (xi) other non-recurring items of $13 and $63, respectively. 47 Revenue Comparison of the three months ended June 30, 2026 and 2025 Total revenues increased $64.5 million due to higher revenues of $7.0 million in the Power and Gas segment, $50.0 million in the Railroad segment, $2.7 million in the Jefferson Terminal segment, $2.5 million in the Repauno segment and $2.2 million in the Corporate and Other segment. Rail revenues increased $46.5 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads and fuel surcharges in the Railroad segment. Terminal services revenues increased $5.5 million primarily due to an increase in average refined and ammonia product throughput volumes in the Jefferson Terminal segment, as well as higher volumes stemming from the terminal’s current butane contract compared to when the contract initially commenced in April 2025 in the Repauno segment. Power revenues increased $4.6 million due to increased power prices at Long Ridge Energy & Power LLC in February 2025. Gas revenues increased $2.9 million due to increased drilling at Gasco and Long Ridge West Virginia. Roadside services revenues increased $2.3 million due to an increase in roadside services at FYX. Comparison of the six months ended June 30, 2026 and 2025 Total revenues increased $156.7 million primarily due to higher revenues of $92.4 million in the Railroad segment, $10.6 million in the Jefferson Terminal segment, $51.8 million in the Power and Gas segment and $2.0 million in the Corporate and Other segment. Rail revenues increased $86.6 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads in the Railroad segment. Terminal services revenues increased $11.1 million primarily due to an increase in average refined and ammonia product throughput volumes in the Jefferson Terminal segment. Power revenues increased $34.4 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Gas revenues increased $17.7 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025. Roadside services revenues increased $1.9 million due to an increase in roadside services at FYX. Expenses Comparison of the three months ended June 30, 2026 and 2025 Total expenses increased $104.3 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment. Operating expenses increased $42.9 million which primarily reflects: • an increase of $8.9 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations in the Power and Gas segment; • an increase of $1.7 million primarily due to costs associated with increased terminal throughput activity at Jefferson Terminal; and • an increase of $29.2 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025. Depreciation and amortization increased $5.5 million primarily due to additional assets at the Railroad segment after the acquisition of Wheeling in December 2025; partially offset by assets held for sale in the Power and Gas segment. Asset impairment increased $58.8 million primarily due to (i) an impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026 in the Corporate and Other segment and (ii) a valuation allowance on assets held for sale in the current quarter for Long Ridge Energy & Power LLC in the Power and Gas segment, offset by a railcar adjustment that was recorded in the prior year in the Railroad segment. Comparison of the six months ended June 30, 2026 and 2025 Total expenses increased $186.6 million, primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment. Operating expenses increased $96.2 million which primarily reflects: • an increase of $30.4 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment; 48 • an increase of $9.4 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity at Jefferson Terminal; and • an increase of $53.0 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025. Depreciation and amortization increased $31.2 million primarily due to additional assets at the Railroad segment after the acquisition of Wheeling in December 2025. Acquisition and transaction expenses increased $0.6 million primarily due to (i) an increase in legal and consulting fees in the Railroad segment related to the acquisition of Wheeling in December 2025 and Tidewater in June 2026 and (ii) costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition in the Corporate and Other segment. Asset impairment increased $58.8 million primarily due to (i) an impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026 in the Corporate and Other segment and (ii) a valuation allowance on assets held for sale in the current quarter for Long Ridge Energy & Power LLC in the Power and Gas segment, offset by a railcar adjustment that was recorded in the prior year in the Railroad segment. Other (expense) income Total other expense increased $42.2 million during the three months ended June 30, 2026 primarily due to: • an increase in interest expense of $46.3 million primarily due to an increase in the average outstanding debt of approximately $886.5 million which primarily consists of (i) $768.0 million for the Bridge Loan Credit Agreement and (ii) $118.6 million for the Series 2025 Bonds; partially offset by • a decrease in loss on modification or extinguishment of debt of $2.5 million due to loss on extinguishment from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement; and • a decrease of $1.4 million in equity in losses of unconsolidated entities primarily due a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC. Total other expense increased $254.4 million during the six months ended June 30, 2026 which primarily reflects • an increase in loss on modification or extinguishment of debt of $43.4 million due to loss on extinguishment of the Bridge Loan Credit Agreement and loss on modification related to legal fees incurred in connection with the upsize of the Term Loan in the Corporate and Other segment, as well as loss on extinguishment from the June 2025 Jefferson Credit Agreement in the Jefferson Terminal segment; • an increase in interest expense of $85.7 million primarily due to an increase in the average outstanding debt of approximately $1.2 billion which primarily consists of (i) $732.9 million for the Bridge Loan Credit Agreement, (ii) $234.5 million for the Series 2025 Bonds, (iii) $196.2 million for Long Ridge Energy & Power LLC debt and (iv) $50.0 million for the RailCo Revolver; • a decrease in gain on sale of assets of $120.4 million primarily due to a prior year gain from the acquisition of 100% of Long Ridge in February 2025; and • an increase of $4.4 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition, offset by a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC. Provision for (benefit from) income taxes Provision for income taxes increased $12.5 million and $32.5 million during the three and six months ended June 30, 2026, respectively, primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025, offset by assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter. Net (loss) income Net loss increased $69.5 million and $316.9 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $30.2 million and decreased $54.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. 49 Railroad Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Lease income $ 2,118 $ 361 $ 1,757 $ 3,973 $ 818 $ 3,155 Rail revenues 88,384 41,779 46,605 170,407 83,953 86,454 Terminal services revenues 167 — 167 167 — 167 Other revenue 1,485 — 1,485 2,615 — 2,615 Total revenues 92,154 42,140 50,014 177,162 84,771 92,391 Expenses Operating expenses 51,334 22,130 29,204 98,098 45,069 53,029 Acquisition and transaction expenses 2,491 2,783 (292) 4,099 2,876 1,223 Depreciation and amortization 19,512 4,979 14,533 38,999 10,065 28,934 Asset impairment — 4,401 (4,401) — 4,401 (4,401) Total expenses 73,337 34,293 39,044 141,196 62,411 78,785 Other (expense) income Loss on sale of assets, net (16) — (16) (9) (124) 115 Interest expense (1,905) (112) (1,793) (3,404) (251) (3,153) Other income 633 399 234 119 787 (668) Total other (expense) income (1,288) 287 (1,575) (3,294) 412 (3,706) Income before income taxes 17,529 8,134 9,395 32,672 22,772 9,900 Provision for income taxes 3,237 768 2,469 6,535 1,580 4,955 Net income 14,292 7,366 6,926 26,137 21,192 4,945 Less: Net (loss) income attributable to non-controlling interest in consolidated subsidiaries - common stockholders (99) 46 (145) (261) 133 (394) Less: Preferred dividends and accretion on redeemable non-controlling interests 33,230 — 33,230 70,451 — 70,451 Net (loss) income attributable to common stockholders $ (18,839) $ 7,320 $ (26,159) $ (44,053) $ 21,059 $ (65,112) 50 The following table sets forth a reconciliation of net (loss) income attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net (loss) income attributable to common stockholders $ (18,839) $ 7,320 $ (26,159) $ (44,053) $ 21,059 $ (65,112) Add: Provision for income taxes 3,237 768 2,469 6,535 1,580 4,955 Add: Equity-based compensation expense 442 358 84 889 716 173 Add: Acquisition and transaction expenses 2,491 2,783 (292) 4,099 2,876 1,223 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments 18 — 18 924 — 924 Add: Asset impairment charges — 4,401 (4,401) — 4,401 (4,401) Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 19,512 4,979 14,533 38,999 10,065 28,934 Add: Interest expense 1,905 112 1,793 3,404 251 3,153 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable and convertible preferred stock 33,230 — 33,230 70,451 — 70,451 Add: Interest and other costs on pension and OPEB liabilities (103) (264) 161 (283) (529) 246 Add: Other non-recurring items (1) 857 298 559 2,328 298 2,030 Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (394) (84) (310) (704) (122) (582) Adjusted EBITDA (Non-GAAP) $ 42,356 $ 20,671 $ 21,685 $ 82,589 $ 40,595 $ 41,994 ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857. Includes the following item for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2026: Railroad severance and integration expenses of $2,328. Includes the following item for the six months ended June 30, 2025: Railroad severance expense of $298. (2) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $3 and $2, (ii) provision for income taxes of $20 and $5, (iii) interest expense of $12 and $1, (iv) depreciation and amortization expense of $126 and $31, (v) acquisition and transaction expenses of $11 and $17, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vii) dividends and accretion of redeemable preferred stock of $216 and $—, (viii) changes in fair value of non-hedge derivative instruments of $1 and $— and (ix) other non-recurring items of $7 and $2, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $5 and $4, (ii) provision for income taxes of $36 and $10, (iii) interest expense of $19 and $2, (iv) depreciation and amortization expense of $218 and $62, (v) acquisition and transaction expenses of $19 and $18, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (vii) asset impairment charges of $— and $27, (viii) dividends and accretion of redeemable preferred stock of $391 and $—, (ix) changes in fair value of non-hedge derivative instruments of $5 and $— and (x) other non-recurring items of $13 and $2, respectively. Revenues Total revenues increased $50.0 million and $92.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads and fuel surcharges. Expenses Total expenses increased $39.0 million during the three months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $29.2 million due to the completed acquisition and consolidation of Wheeling in December 2025; and • an increase in depreciation and amortization expense of $14.5 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025; partially offset by • a decrease in asset impairment of $4.4 million primarily due to a railcar adjustment that was recorded in the prior year. Total expenses increased $78.8 million during the six months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $53.0 million due to the completed acquisition and consolidation of Wheeling in December 2025; 51 • an increase in acquisition and transaction costs of $1.2 million related to the completed acquisition and consolidation of Wheeling in December 2025 and Tidewater in June 2026; and • an increase in depreciation and amortization expense of $28.9 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025; offset by • a decrease in asset impairment of $4.4 million primarily due to a railcar adjustment that was recorded in the prior year. Other (expense) income Total other expense increased $1.6 million and $3.7 million during the three and six months ended June 30, 2026, respectively, which primarily reflects an increase in interest expense on the RailCo Revolver taken in November 2025. Provision for income taxes Provision for income taxes increased $2.5 million and $5.0 million during the three and six months ended June 30, 2026, respectively, primarily due to the completed acquisition and consolidation of Wheeling in December 2025. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $21.7 million and $42.0 million during the three and six months ended June 30, 2026, respectively, primarily due to the activity noted above. Jefferson Terminal Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Lease income $ 655 $ 885 $ (230) $ 1,295 $ 1,765 $ (470) Terminal services revenues 23,661 20,743 2,918 50,339 39,312 11,027 Total revenues 24,316 21,628 2,688 51,634 41,077 10,557 Expenses Operating expenses 18,740 17,018 1,722 44,553 35,112 9,441 Acquisition and transaction expenses — 69 (69) — 68 (68) Depreciation and amortization 11,997 11,290 707 23,984 22,530 1,454 Total expenses 30,737 28,377 2,360 68,537 57,710 10,827 Other (expense) income Loss on modification or extinguishment of debt — (742) 742 (6,429) (749) (5,680) Interest expense (13,636) (16,000) 2,364 (29,871) (32,624) 2,753 Other income 561 1,282 (721) 1,368 2,008 (640) Total other expense (13,075) (15,460) 2,385 (34,932) (31,365) (3,567) Loss before income taxes (19,496) (22,209) 2,713 (51,835) (47,998) (3,837) Provision for income taxes 136 336 (200) 348 759 (411) Net loss (19,632) (22,545) 2,913 (52,183) (48,757) (3,426) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (11,075) (10,579) (496) (24,754) (21,663) (3,091) Net loss attributable to common stockholders $ (8,557) $ (11,966) $ 3,409 $ (27,429) $ (27,094) $ (335) 52 The following table sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net loss attributable to common stockholders $ (8,557) $ (11,966) $ 3,409 $ (27,429) $ (27,094) $ (335) Add: Provision for income taxes 136 336 (200) 348 759 (411) Add: Equity-based compensation expense 1,072 327 745 8,325 835 7,490 Add: Acquisition and transaction expenses — 69 (69) — 68 (68) Add: Losses on the modification or extinguishment of debt and capital lease obligations — 742 (742) 6,429 749 5,680 Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 13,229 12,522 707 26,449 24,995 1,454 Add: Interest expense 13,636 16,000 (2,364) 29,871 32,624 (2,753) Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable and convertible preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (6,502) (6,948) 446 (16,542) (13,904) (2,638) Adjusted EBITDA (Non-GAAP) $ 13,014 $ 11,082 $ 1,932 $ 27,451 $ 19,032 $ 8,419 ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $11,997 and $11,290 and (ii) capitalized contract costs amortization of $1,232 and $1,232, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $23,984 and $22,530 and (ii) capitalized contract costs amortization of $2,465 and $2,465, respectively. (2) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $249 and $76, (ii) provision for income taxes of $32 and $78, (iii) interest expense of $3,157 and $3,707, (iv) depreciation and amortization expense of $3,064 and $2,900 and (v) losses on the modification or extinguishment of debt of $— and $171, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $1,928 and $194, (ii) provision for income taxes of $81 and $176, (iii) interest expense of $6,918 and $7,556, (iv) depreciation and amortization expense of $6,126 and $5,789, (v) acquisition and transaction expenses of $— and $16 and (vi) losses on the modification or extinguishment of debt of $1,489 and $173, respectively. Revenues Total revenues increased $2.7 million and $10.6 million during the three and six months ended June 30, 2026, respectively, due to an increase in average refined and ammonia product throughput volumes. Expenses Total expenses increased $2.4 million during the three months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $1.7 million primarily due to costs associated with increased terminal throughput activity; and • an increase in depreciation and amortization of $0.7 million due to additional assets being placed into service. Total expenses increased $10.8 million during the six months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $9.4 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity; and • an increase in depreciation and amortization of $1.5 million due to additional assets being placed into service. Other (expense) income Total other expense decreased $2.4 million during the three months ended June 30, 2026, which primarily reflects (i) a decrease in interest expense of $2.4 million driven by fewer current quarter borrowings and (ii) a decrease in loss on modification or extinguishment of debt of $0.7 million related to a prior year loss on extinguishment associated with the Series 2024 Bond issuance, offset by a decrease in other income of $0.7 million from the interest on funds from the Series 2024 Bonds. 53 Total other expense increased $3.6 million during the six months ended June 30, 2026, which primarily reflects an increase in loss on modification or extinguishment of debt of $5.7 million related to a current year loss on extinguishment associated with the June 2025 Jefferson Credit Agreement, offset by (i) a decrease in interest expense of $2.8 million driven by fewer current year borrowings and (ii) a decrease in other income of $0.6 million from the interest on funds from the Series 2024 Bonds. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $1.9 million and $8.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. Repauno Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Terminal services revenues $ 5,533 $ 2,713 $ 2,820 $ 6,741 $ 6,523 $ 218 Other revenue 4 279 (275) 4 280 (276) Total revenues 5,537 2,992 2,545 6,745 6,803 (58) Expenses Operating expenses 6,377 5,449 928 12,683 12,115 568 Acquisition and transaction expenses — 1,980 (1,980) — 2,296 (2,296) Depreciation and amortization 2,655 2,494 161 5,238 4,990 248 Total expenses 9,032 9,923 (891) 17,921 19,401 (1,480) Other (expense) income Loss on modification or extinguishment of debt — (3,324) 3,324 — (3,324) 3,324 Interest expense (1,405) — (1,405) (3,356) (1,518) (1,838) Other income 912 103 809 1,988 103 1,885 Total other expense (493) (3,221) 2,728 (1,368) (4,739) 3,371 Loss before income taxes (3,988) (10,152) 6,164 (12,544) (17,337) 4,793 Provision for income taxes 2 25 (23) 2 37 (35) Net loss (3,990) (10,177) 6,187 (12,546) (17,374) 4,828 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (183) (567) 384 (574) (971) 397 Net loss attributable to common stockholders $ (3,807) $ (9,610) $ 5,803 $ (11,972) $ (16,403) $ 4,431 54 The following table sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net loss attributable to common stockholders $ (3,807) $ (9,610) $ 5,803 $ (11,972) $ (16,403) $ 4,431 Add: Provision for income taxes 2 25 (23) 2 37 (35) Add: Equity-based compensation expense 172 150 22 1,764 452 1,312 Add: Acquisition and transaction expenses — 1,980 (1,980) — 2,296 (2,296) Add: Losses on the modification or extinguishment of debt and capital lease obligations — 3,324 (3,324) — 3,324 (3,324) Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 2,655 2,494 161 5,238 4,990 248 Add: Interest expense 1,405 — 1,405 3,356 1,518 1,838 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — — Add: Dividends and accretion of redeemable and convertible preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items (1) — — — — 1,035 (1,035) Less: Equity in earnings of unconsolidated entities — — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (195) (445) 250 (477) (783) 306 Adjusted EBITDA (non-GAAP) $ 232 $ (2,082) $ 2,314 $ (2,089) $ (3,534) $ 1,445 ________________________________________________________ (1) Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385. (2) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $8 and $8, (ii) provision for income taxes of $— and $1, (iii) interest expense of $64 and $(2), (iv) depreciation and amortization expense of $123 and $140, (v) acquisition and transaction expenses of $— and $132, (vi) losses on the modification or extinguishment of debt of $— and $185 and (vii) asset impairment charges of $— and $(19), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $81 and $26, (ii) provision for income taxes of $— and $2, (iii) interest expense of $154 and $88, (iv) depreciation and amortization expense of $242 and $289, (v) acquisition and transaction expenses of $— and $132, (vi) losses on the modification or extinguishment of debt of $— and $185 and (vii) other non-recurring items of $— and $61, respectively. Revenues Total revenues increased $2.5 million during the three months ended June 30, 2026, primarily due to higher volumes stemming from the terminal’s current butane contract compared to when the contract initially commenced in April 2025. Expenses Total expenses decreased $0.9 million during the three months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $0.9 million primarily due to costs associated with increased terminal throughput activity; partially offset by • a decrease in acquisition and transaction expenses of $2.0 million related to prior period consulting fees. Total expenses decreased $1.5 million during the six months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $0.6 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity; partially offset by • a decrease in acquisition and transaction expenses of $2.3 million related to prior period consulting fees. Other (expense) income Total other expense decreased $2.7 million during the three months ended June 30, 2026, which primarily reflects (i) a decrease in loss on modification or extinguishment of debt of $3.3 million from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement, and (ii) an increase in other income of $0.8 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $1.4 million related to additional borrowings under the Series 2025 Bonds and DRP 55 DB Term Loan in May 2025. Total other expense decreased $3.4 million during the six months ended June 30, 2026, which primarily reflects (i) a decrease in loss on modification or extinguishment of debt of $3.3 million from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement, and (ii) an increase in other income of $1.9 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $1.8 million related to additional borrowings under the Series 2025 Bonds and DRP DB Term Loan in May 2025. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $2.3 million and $1.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. Power and Gas Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Terminal services revenues $ 419 $ 828 $ (409) $ 841 $ 1,154 $ (313) Power revenues 42,568 38,010 4,558 88,196 53,790 34,406 Gas revenues 5,857 2,958 2,899 21,813 4,146 17,667 Total revenues 48,844 41,796 7,048 110,850 59,090 51,760 Expenses Operating expenses 24,923 16,026 8,897 52,698 22,337 30,361 Acquisition and transaction expenses 2,245 1,397 848 3,046 2,466 580 Depreciation and amortization 5,109 15,018 (9,909) 21,485 21,108 377 Asset impairment 60,380 — 60,380 60,380 — 60,380 Total expenses 92,657 32,441 60,216 137,609 45,911 91,698 Other income (expense) Equity in earnings of unconsolidated entities — — — — 10,588 (10,588) (Loss) gain on sale of assets, net — — — (573) 119,952 (120,525) Loss on modification or extinguishment of debt (549) — (549) (549) — (549) Interest expense (25,031) (24,787) (244) (48,697) (33,804) (14,893) Other income 263 345 (82) 2,231 2,585 (354) Total other (expense) income (25,317) (24,442) (875) (47,588) 99,321 (146,909) (Loss) income before income taxes (69,130) (15,087) (54,043) (74,347) 112,500 (186,847) Benefit from income taxes (14,951) — (14,951) (14,951) (42,457) 27,506 Net (loss) income (54,179) (15,087) (39,092) (59,396) 154,957 (214,353) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (75) — (75) (121) — (121) Net (loss) income attributable to common stockholders $ (54,104) $ (15,087) $ (39,017) $ (59,275) $ 154,957 $ (214,232) 56 The following table sets forth a reconciliation of net (loss) income attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net (loss) income attributable to common stockholders $ (54,104) $ (15,087) $ (39,017) $ (59,275) $ 154,957 $ (214,232) Add: Benefit from income taxes (14,951) — (14,951) (14,951) (42,457) 27,506 Add: Equity-based compensation expense 3,589 — 3,589 5,172 — 5,172 Add: Acquisition and transaction expenses 2,245 1,397 848 3,046 2,466 580 Add: Losses on the modification or extinguishment of debt and capital lease obligations 549 — 549 549 — 549 Add: Changes in fair value of non-hedge derivative instruments 177 — 177 (171) — (171) Add: Asset impairment charges 60,380 — 60,380 60,380 — 60,380 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense (1) 4,822 11,874 (7,052) 10,962 16,376 (5,414) Add: Interest expense 25,031 24,787 244 48,697 33,804 14,893 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) — — — — 6,503 (6,503) Add: Dividends and accretion of redeemable and convertible preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in earnings of unconsolidated entities — — — — (10,588) 10,588 Less: Non-controlling share of Adjusted EBITDA (3) (309) — (309) (569) — (569) Adjusted EBITDA (non-GAAP) $ 27,429 $ 22,971 $ 4,458 $ 53,840 $ 161,061 $ (107,221) ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $5,109 and $15,018 and (ii) amortization of other comprehensive income of $(287) and $(3,144), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $21,485 and $21,108 and (ii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively. (2) Includes the following items for the six months ended June 30, 2025: (i) net income of $10,576, (ii) interest expense of $6,352, (iii) depreciation and amortization expense of $2,185, (iv) acquisition and transaction expenses of $201, (v) changes in fair value of non-hedge derivative instruments of $(12,822), (vi) equity method basis adjustments of $10 and (vii) other non-recurring items of $1. (3) Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $30, (ii) interest expense of $212, (iii) depreciation and amortization expense of $41, (iv) acquisition and transaction expenses of $18, (v) changes in fair value of non-hedge derivative instruments of $3 and (vi) losses on the modification or extinguishment of debt of $5. Includes the following items for the six months ended June 30, 2026: (i) equity-based compensation expense of $43, (ii) interest expense of $406, (iii) depreciation and amortization expense of $91, (iv) acquisition and transaction expenses of $25, (v) changes in fair value of non-hedge derivative instruments of $(1) and (vi) losses on the modification or extinguishment of debt of $5. Revenues Total revenues increased $7.0 million and $51.8 million during the three and six months ended June 30, 2026, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025. Expenses Total expenses increased $60.2 million during the three months ended June 30, 2026, which primarily reflects: • an increase in asset impairment of $60.4 million primarily due to valuation allowance on assets held for sale for Long Ridge Energy & Power LLC; and • an increase in operating expenses of $8.9 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations; partially offset by • a decrease in depreciation and amortization expense of $9.9 million due to assets being held for sale. Total expenses increased $91.7 million during the six months ended June 30, 2026, which primarily reflects: • an increase in asset impairment of $60.4 million primarily due to a valuation allowance on assets held for sale for Long Ridge Energy & Power LLC; and 57 • an increase in operating expenses of $30.4 million, primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025. Other income (expense) Total other expense increased $0.9 million during the three months ended June 30, 2026, which reflects: • an increase in interest expense of $0.2 million related to interest expense on higher debt balances; and • an increase in loss on modification or extinguishment of debt of $0.5 million related to accelerated Long Ridge Acquiom Loan financing fees. Total other expense increased $146.9 million during the six months ended June 30, 2026, which reflects: • an increase in interest expense of $14.9 million related to interest expense on the Long Ridge debt that is now consolidated; • a decrease in gain on sale of assets, net of $120.5 million due to a gain recognized in the prior year on the acquisition of 100% of Long Ridge in February 2025; and • a decrease in equity in earnings of unconsolidated entities of $10.6 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition. Benefit from income taxes Benefit from income taxes increased $15.0 million during the three months ended June 30, 2026 primarily due to assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter. Benefit from income taxes decreased $27.5 million during the six months ended June 30, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025, offset by assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $4.5 million and decreased $107.2 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. Sustainability and Energy Transition Segment The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Other revenue $ — $ — $ — $ — $ — $ — Total revenues — — — — — — Other (expense) income Equity in losses of unconsolidated entities (560) (1,995) 1,435 (1,078) (7,319) 6,241 Other income 839 926 (87) 1,576 1,265 311 Total other expense 279 (1,069) 1,348 498 (6,054) 6,552 Net loss attributable to common stockholders $ 162 $ (1,071) $ 1,233 $ 381 $ (6,056) $ 6,437 58 The following table sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net loss attributable to common stockholders $ 162 $ (1,071) $ 1,233 $ 381 $ (6,056) $ 6,437 Add: Provision for income taxes — — — — — — Add: Equity-based compensation expense — — — — — — Add: Acquisition and transaction expenses 115 — 115 115 — 115 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges — — — — — — Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense — — — — — — Add: Interest expense — — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (560) (100) (460) (1,078) (2,065) 987 Add: Dividends and accretion of redeemable and convertible preferred stock — — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items — — — — — — Less: Equity in losses of unconsolidated entities 560 1,995 (1,435) 1,078 7,319 (6,241) Less: Non-controlling share of Adjusted EBITDA — — — — — — Adjusted EBITDA (Non-GAAP) $ 277 $ 824 $ (547) $ 496 $ (802) $ 1,298 ________________________________________________________ (1) Includes the following items for the three months ended June 30, 2026 and 2025: net loss of $(560) and $(100), respectively . Includes the following items for the six months ended June 30, 2026 and 2025: (i) net loss of $(1,078) and $(4,048), (ii) interest expense of $— and $1,284 and (iii) depreciation and amortization expense of $— and $699, respectively. Other (expense) income Total other expense decreased $1.3 million and $6.6 million during the three and six months ended June 30, 2026, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $0.5 million and increased $1.3 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. 59 Corporate and Other The following table presents our results of operations: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Revenues Rail revenues $ 420 $ 513 $ (93) $ 690 513 177 Roadside services revenues 15,497 13,217 2,280 28,051 $ 26,193 $ 1,858 Total revenues 15,917 13,730 2,187 28,741 26,706 2,035 Expenses Operating expenses 15,957 13,810 2,147 29,693 26,845 2,848 General and administrative 3,674 3,862 (188) 7,228 8,975 (1,747) Acquisition and transaction expenses 1,170 2,475 (1,305) 5,581 4,513 1,068 Management fees and incentive allocation to affiliate 3,677 3,680 (3) 7,769 6,222 1,547 Depreciation and amortization 238 217 21 496 317 179 Asset impairment 2,808 — 2,808 2,808 — 2,808 Total expenses 27,524 24,044 3,480 53,575 46,872 6,703 Other income (expense) Equity in earnings of unconsolidated entities — — — — 50 (50) Loss on modification or extinguishment of debt (1,053) — (1,053) (40,538) — (40,538) Interest expense (63,515) (18,305) (45,210) (102,651) (34,119) (68,532) Other income (expense) 79 (3) 82 (1,011) (3) (1,008) Total other expense (64,489) (18,308) (46,181) (144,200) (34,072) (110,128) Loss before income taxes (76,096) (28,622) (47,474) (169,034) (54,238) (114,796) (Benefit from) provision for income taxes — (177) 177 13 (481) 494 Net loss (76,096) (28,445) (47,651) (169,047) (53,757) (115,290) Less: Net income attributable to non-controlling interest in consolidated subsidiaries 55 — 55 73 — 73 Less: Dividends and accretion of redeemable preferred stock 657 20,957 (20,300) 657 42,798 (42,141) Less: Convertible preferred stock dividend 4,511 4,082 429 8,864 5,549 3,315 Net loss attributable to common stockholders (81,319) (53,484) (27,835) (178,641) (102,104) (76,537) 60 The following table sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA: Three Months Ended June 30, Change Six Months Ended June 30, Change (in thousands) 2026 2025 2026 2025 Net loss attributable to common stockholders $ (81,319) $ (53,484) $ (27,835) $ (178,641) $ (102,104) $ (76,537) Add: (Benefit from) provision for income taxes — (177) 177 13 (481) 494 Add: Equity-based compensation expense 185 75 110 288 160 128 Add: Acquisition and transaction expenses 1,170 2,475 (1,305) 5,581 4,513 1,068 Add: Losses on the modification or extinguishment of debt and capital lease obligations 1,053 — 1,053 40,538 — 40,538 Add: Changes in fair value of non-hedge derivative instruments — — — — — — Add: Asset impairment charges 2,808 — 2,808 2,808 — 2,808 Add: Incentive allocations — — — — — — Add: Depreciation and amortization expense 238 217 21 496 317 179 Add: Interest expense 63,515 18,305 45,210 102,651 34,119 68,532 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) — — — — (38) 38 Add: Dividends and accretion of redeemable and convertible preferred stock (2) 5,168 25,039 (19,871) 9,521 48,347 (38,826) Add: Interest and other costs on pension and OPEB liabilities — — — — — — Add: Other non-recurring items (3) — — — 1,190 — 1,190 Less: Equity in earnings of unconsolidated entities — — — — (50) 50 Less: Non-controlling share of Adjusted EBITDA (4) (13) — (13) (27) — (27) Adjusted EBITDA (Non-GAAP) $ (7,195) $ (7,550) $ 355 $ (15,582) $ (15,217) $ (365) ________________________________________________________ (1) Includes the following items for the six months ended June 30, 2025: (i) net loss of $(50) and (ii) interest expense of $12. (2) Includes the following items for the three months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $657 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $657 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively. (3) Includes the following items for the six months ended June 30, 2026: Unrealized loss on investment of $1,190. (4) Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $5 and (ii) depreciation and amortization expense of $8. Includes the following items for the six months ended June 30, 2026: (i) equity-based compensation expense of $10, (ii) provision for income taxes of $1 and (iii) depreciation and amortization expense of $16. Revenues Total revenues increased $2.2 million and $2.0 million during the three and six months ended June 30, 2026, respectively, primarily due to an increase in roadside services at FYX. Expenses Total expenses increased $3.5 million during the three months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $2.1 million primarily due to an increase in roadside services at FYX; and • an increase in asset impairment of $2.8 million due to the impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026; partially offset by • a decrease in acquisition and transaction expenses of $1.3 million primarily due to higher professional fees for a potential acquisition incurred in the second quarter of prior year. Total expenses increased $6.7 million during the six months ended June 30, 2026, which primarily reflects: • an increase in operating expenses of $2.8 million primarily due to an increase in roadside services at FYX; • an increase in asset impairment of $2.8 million due to the impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026; and • an increase in acquisition and transaction expenses of $1.1 million primarily due to costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition. 61 Other income (expense) Total other expense increased $46.2 million during the three months ended June 30, 2026, primarily due to (i) an increase in loss on modification of debt driven by legal fees incurred in connection with the upsize of the Term Loan and (ii) an increase in interest expense due to additional borrowings under the Term Loan Credit Agreement during the current quarter. Total other expense increased $110.1 million during the six months ended June 30, 2026, primarily due to (i) an increase in loss on modification or extinguishment debt due to the paydown of the Bridge Loan Credit Agreement and legal fees incurred in connection with the upsize of the Term Loan and (ii) an increase in interest expense due to additional borrowings under the Term Loan Credit Agreement during the current quarter. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $0.4 million and decreased $0.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above. Liquidity and Capital Resources We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times. This includes limiting discretionary spending across the organization and re-prioritizing our capital projects. Subsequent to the second quarter of 2026, we have paid down the Jefferson Taxable Series 2024B Bonds with the Jefferson Bridge Loan Credit Agreement (see Note 18 for additional details), which will mature on June 30, 2027. The expected closing of the sale of Long Ridge will further improve the Company’s liquidity position and reduce our total debt (see Note 2 for additional details). The Company has significant remaining debt obligations, which it continues to actively manage. Sources of liquidity on hand and cash flows from operations are not expected to be sufficient to satisfy the Bridge Credit Agreement as it matures. However, management’s planned actions, including the sale of Long Ridge and refinancing the Jefferson Bridge Loan Credit Agreement, are considered probable to be implemented and to provide sufficient liquidity for the Company to meet its obligations as they become due over the twelve months from the date the financial statements were issued. In assessing whether it was probable the Company will refinance its credit facilities on or prior to their respective maturity dates, the Company performed a comprehensive assessment including factors such as: current debt market conditions; the Company’s credit worthiness based upon current and expected financial performance and leverage levels; comparable lending transactions; the Company’s historical ability to obtain financing; discussions with the Company’s existing lenders; and continuing favorable lending relationships. There can be no assurance that financing will be obtained at terms more favorable than the existing Jefferson Bridge Loan Credit Agreement. Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments. • Cash used for investing activities was $178.2 million and cash provided by investing activities was $78.4 million during the six months ended June 30, 2026 and 2025, respectively. • Uses of liquidity associated with our operating and interest expenses are captured on a net basis in our cash flows from operating activities. Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities. Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of June 30, 2026, (ii) revenues from our infrastructure business net of operating expenses, (iii) proceeds from borrowings and (iv) opportunistic sales of assets or investments. • Cash flows used in operating activities were $30.3 million and $90.9 million during the six months ended June 30, 2026 and 2025, respectively. • During the six months ended June 30, 2026, additional borrowings were obtained in connection with (i) the Term Loan Credit Agreement of $1.41 billion, (ii) the Long Ridge Acquiom Loan of $19.5 million and (iii) a railcar financing of $50.0 million. In February 2026, we used a portion of the net proceeds from the Term Loan Credit Agreement to repay the Bridge Loan Credit Agreement of $1.25 million. In March 2026, we also used a portion of the net proceeds from the Term Loan Credit Agreement to repay the June 2025 Jefferson Credit Agreement of $30.0 million. We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months. None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction. In addition, from time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors. Our restricted cash and cash equivalents are available to finance construction projects, as well as meet debt service obligations. 62 Historical Cash Flow Comparison of the six months ended June 30, 2026 and 2025 The following table compares the historical cash flow for the six months ended June 30, 2026 and 2025: Six Months Ended June 30, (in thousands) 2026 2025 Cash Flow Data: Net cash used in operating activities $ (30,340) $ (90,872) Net cash (used in) provided by investing activities (178,163) 78,359 Net cash provided by financing activities 87,202 313,480 Net cash used in operating activities decreased $60.5 million, which primarily reflects certain adjustments to reconcile net loss to cash used in operating activities including (i) an increase in equity in earnings of unconsolidated entities of $4.4 million, (ii) changes in working capital of $36.7 million, (iii) a decrease in gain on sale of subsidiaries of $120.0 million, (iv) changes in deferred income taxes of $30.3 million, (v) an increase in depreciation and amortization of $31.2 million, (vi) an increase in loss on modification or extinguishment of debt of $43.4 million, (vii) an increase in amortization of bond discount of $37.4 million, (viii) an increase in amortization of deferred financing costs of $2.0 million, (ix) an increase in equity-based compensation of $14.3 million, (x) an increase in asset impairment of $58.8 million and (xi) an increase in paid-in-kind interest expense of $5.1 million, partially offset by (i) an increase in amortization of other comprehensive income of $5.8 million and (ii) an increase in net loss of $316.9 million. Net cash used in investing activities increased $256.5 million, primarily due to (i) a decrease in the acquisition of business of $267.0 million, (ii) a decrease in proceeds from investor loan of $11.0 million, (iii) an increase in the investment in unconsolidated entities of $1.8 million and (iv) an increase in purchase deposits for acquisitions of $3.4 million, partially offset by (i) an increase in proceeds from the sale of property, plant and equipment of $6.8 million and (ii) a decrease in the acquisition of property, plant and equipment of $19.3 million Net cash provided by financing activities decreased $226.3 million, primarily due to (i) an increase in repayment of debt of $1.2 billion, (ii) an increase in cash dividends paid for redeemable preferred stock - NCI of $5.0 million, (iii) an increase in settlement of equity-based compensation of $2.4 million and (iv) an increase in distributions to non-controlling interests of $1.2 million, partially offset by (i) an increase in proceeds from debt of $913.3 million, (ii) an increase in proceeds from financing obligation of $50.0 million, (iii) a decrease in the payment of cash dividends on redeemable preferred stock of $25.5 million and (iv) a decrease in payment of financing costs of $5.7 million. Debt Obligations Refer to Note 7 of the consolidated financial statements for additional information. Contractual Obligations Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of June 30, 2026, we had outstanding principal and interest payment obligations of $2.8 billion and $812.1 million, respectively, of which, there are $477.7 million of principal payments due and $222.5 million of interest payments due within the next twelve months. As of June 30, 2026, debt instruments related to the Power and Gas segment were classified as liabilities held for sale on the Consolidated Balance Sheet (refer to Note 2 for additional details) and, therefore, have been excluded from the above principal and interest obligations. As of June 30, 2026, we had no unused borrowing capacity. See Note 7 to the consolidated financial statements for additional information about our debt obligations. Lease Obligations —As of June 30, 2026, we had outstanding operating and finance lease obligations of $449.8 million, of which $22.9 million is due within the next twelve months. Redeemable Preferred Stock Obligations —We have dividend payments of $138.9 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment. See Note 15 for additional information related to our preferred stock obligations. Other Cash Requirements —In addition to our contractual obligations, we may pay quarterly cash dividends on our common stock, which are subject to change at the discretion of our board of directors. We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations. We expect that our operating subsidiaries will generate sufficient cash flow to cover operating expenses and the payment of principal and interest on our indebtedness as they become due. We may elect to meet certain long-term liquidity requirements or to continue to pursue strategic opportunities through utilizing cash on hand, cash generated from our current operations and the issuance of securities in the future. Management believes adequate capital and borrowings are available from various sources to fund our commitments to the extent required. See Note 1 for additional information related to other cash requirements. 63 Critical Accounting Estimates and Policies Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar, FYX and Long Ridge Energy & Power LLC. As of December 31, 2025, the carrying amount of goodwill within the Jefferson Terminal, Railroad, Corporate and Other and Power and Gas segments was $122.7 million, $147.2 million, $5.4 million and $90.3 million, respectively. We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed. If the option is not elected or if it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then a goodwill impairment test is performed to identify potential goodwill impairment and measure an impairment loss. A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill. The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data. If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value. As of October 1, 2025, for our Jefferson Terminal reporting unit, we completed a quantitative analysis. We estimate the fair value of Jefferson Terminal using an income approach, specifically a discounted cash flow analysis. This analysis requires us to make significant assumptions and estimates about the forecasted revenue growth rates, capital expenditures and discount rates. The estimates and assumptions used consider historical performance if indicative of future performance and are consistent with the assumptions used in determining future profit plans for the reporting units. In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment. The fair value estimate was sensitive to certain assumptions inherent in the discounted estimated cash flows, including forecasted revenue and revenue growth rates and discount rates. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review. If the forecasted cash flows or other key inputs are negatively revised in the future, the estimated fair value of the reporting unit could be adversely impacted, potentially leading to an impairment in the future that could materially affect our operating results. The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 20% as of October 1, 2025. The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads. Our discount rate for our 2025 goodwill impairment analysis was 10% and our assumed terminal growth rate was 2.5%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment. The expansion of refineries in the Beaumont/Port Arthur area, as well as growing crude oil and natural gas production in the U.S. and Canada, are expected to result in increased demand for storage on the U.S. Gulf Coast. Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal reporting unit to continue to grow and generate positive Adjusted EBITDA in future years. Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. There was no impairment of goodwill for the year ended December 31, 2025. Recent Accounting Pronouncements The Company has reviewed recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.