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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-41370

FTAI INFRASTRUCTURE INC.

(Exact name of registrant as specified in its charter)

Delaware

87-4407005

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1345 Avenue of the Americas, 45th Floor

New York

10105

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (212) 798-6100

(Former name, former address and former fiscal year, if changed since last report) N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol:

Name of exchange on which registered:

Common Stock, par value $0.01 per share

FIP

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of ~~October~~May 296, ~~2025~~2026, the number of outstanding shares of the registrant’s common stock was ~~116~~118,~~294~~163,~~461~~555 shares.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact but instead are based on our present beliefs and assumptions and on information currently available to us. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, that the future plans, estimates or expectations contemplated by us will be achieved.

Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. The following is a summary of the principal risk factors that make investing in our securities risky and may materially adversely affect our business, financial condition, results of operations and cash flows. This summary should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in Part II, Item 1A, “Risk Factors” of this report. We believe that these factors include, but are not limited to:

•our ability to successfully operate as a standalone public company;

•changes in economic conditions generally and specifically in our industry sectors, and other risks relating to the global economy, including, but not limited to, ~~the~~ U.S. federal government ~~shutdown~~shutdowns, the Russia-Ukraine conflict, the conflicts in the Middle East, public health crises, changing trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, and any related responses or actions by businesses and governments;

•reductions in cash flows received from our assets;

•our ability to take advantage of acquisition opportunities at favorable prices;

•a lack of liquidity surrounding our assets, which could impede our ability to vary our portfolio in an appropriate manner;

•the relative spreads between the yield on the assets we acquire and the cost of financing;

•adverse changes in the financing markets we access affecting our ability to finance our acquisitions;

•customer defaults on their obligations;

•our ability to renew existing contracts and enter into new contracts with existing or potential customers;

•the availability and cost of capital, including for future acquisitions, to refinance our debt and to fund our operations;

•concentration of a particular type of asset or in a particular sector;

•competition within the rail, energy and intermodal transport sectors;

•the competitive market for acquisition opportunities;

•risks related to operating through joint ventures, partnerships, consortium arrangements or other collaborations with third parties;

•our ability to successfully integrate acquired businesses, including The Wheeling Corporation (“Wheeling”) with Transtar;

•obsolescence of our assets or our ability to sell our assets;

•exposure to uninsurable losses and force majeure events;

•infrastructure operations and maintenance may require substantial capital expenditures;

•the legislative/regulatory environment and exposure to increased economic regulation;

•exposure to the oil and gas industry’s volatile oil and gas prices;

•our ability to maintain our exemption from registration under the Investment Company Act of 1940 and the fact that maintaining such exemption imposes limits on our operations;

•our ability to successfully utilize leverage in connection with our investments;

•foreign currency risk and risk management activities;

•effectiveness of our internal control over financial reporting;

•exposure to environmental risks, including natural disasters, increasing environmental legislation and the broader impacts of climate change;

•changes in interest rates and/or credit spreads, as well as the success of any hedging strategy we may undertake in relation to such changes;

•actions taken by national, state, or provincial governments, including nationalization, or the imposition of new taxes, could materially impact the financial performance or value of our assets;

•our dependence on FIG LLC (the “Manager”) and its professionals and actual, potential or perceived conflicts of interest in our relationship with our Manager;

•effects of the acquisition of Softbank Group Corp.’s (“Softbank”) equity in Fortress Investment Group LLC (“Fortress”) by certain members of management of Fortress and Mubadala Capital, a wholly owned asset management subsidiary of Mubadala Investment Company (“Mubadala”);

•volatility in the market price of our stock;

•the inability to pay dividends to our stockholders in the future; and

•our inability to complete the acquisition of The Wheeling Corporation;

•our inability to successfully integrate the businesses of The Wheeling Corporation and Transtar; and

•other risks described in the “Risk Factors” section of this report.

These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. The forward-looking statements made in this report relate only to events as of the date on which the statements are made. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us.

FTAI INFRASTRUCTURE INC.

INDEX TO FORM 10-Q

	PART I - FINANCIAL INFORMATION
Item 1.	Unaudited Consolidated Financial Statements of FTAI Infrastructure Inc.:	5
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	5
	Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	5
	Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	7
	Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	7
	Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024	8
	Consolidated Statements of Comprehensive (Loss) Income for the three months ended March 31, 2026 and 2025	8
	Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2025 and 2024	9
	Consolidated Statements of Changes in Equity for the three months ended March 31, 2026 and 2025	9
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	11
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	10
	Notes to Consolidated Financial Statements	1311
	Note 1: Organization	13
	Note 1: Summary of Significant Accounting Policies	11
	Note 2: Summary of Significant Accounting Policies	13
	Note 2: Acquisition of Subsidiaries	12
	Note 3: Acquisition of Subsidiaries	20
	Note 3: Leasing Equipment, net	14
	Note 4: Leasing Equipment, net	23
	Note 4: Property, Plant and Equipment, net	15
	Note 5: Property, Plant and Equipment, net	23
	Note 5: Investments	15
	Note 6: Investments	24
	Note 6: Intangible Assets, net	16
	Note 7: Intangible Assets, net	26
	Note 7: Debt, net	17
	Note 8: Debt, net	28
	Note 8: Fair Value Measurements	18
	Note 9: Fair Value Measurements	30
	Note 9: Derivative Financial Instruments	20
	Note 10: Derivative Financial Instruments	33
	Note 10: Revenues	21
	Note 11: Revenues	34
	Note 11: Equity-Based Compensation	22
	Note 12: Equity-Based Compensation	35
	Note 12: Income Taxes	23
	Note 13: Retirement Benefit Plans	36
	Note 13: Management Agreement and Affiliate Transactions	23
	Note 14: Income Taxes	37
	Note 14: Segment Information	25
	Note 15: Management Agreement and Affiliate Transactions	37
	Note 15: Redeemable Preferred Stock	31
	Note 16: Segment Information	39
	Note 16: Earnings per Share and Equity	31
	Note 17: Redeemable Preferred Stock	50
	Note 17: Commitments and Contingencies	32
	Note 18: Earnings per Share and Equity	53
	Note 18: Subsequent Events	32
	Note 19: Commitments and Contingencies	54
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	Note 20: Subsequent Events	54
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 4.	Controls and Procedures	51
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	75
Item 4.	Controls and Procedures	76
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	7752
Item 1A.	Risk Factors	7752
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9771
Item 3.	Defaults Upon Senior Securities	9771
Item 4.	Mine Safety Disclosures	9771
Item 5.	Other Information	9771
Item 6.	Exhibits	9872

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

FTAI INFRASTRUCTURE INC.

CONSOLIDATED BALANCE SHEETS

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

		(Unaudited)
	Notes	~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
Assets
Current assets:
Cash and cash equivalents	2	$	3437,~~722~~860	$	2757,~~785~~351
Restricted cash and cash equivalents	2	~~319~~189,~~194~~571		~~119~~268,~~511~~595
Accounts receivable, net	2	6397,~~664~~368		5295,~~994~~388
Other current assets	21	2572,~~247~~778		1962,~~561~~677
Total current assets		~~442~~397,~~827~~577		~~219~~484,~~851~~011
Leasing equipment, net	43	36,~~845~~178		3736,~~453~~570
Operating lease right-of-use assets, net		68149,~~563~~274		67133,~~937~~493
Property, plant, and equipment, net	54	34,~~255~~576,~~047~~463		14,~~653~~581,~~468~~771
Investment - The Wheeling Corporation	6	1,112,739		—
Investments	5	21,726		22,243
Investments	6	19,642		12,529
Intangible assets, net	6	42,170		43,173
Intangible assets, net	7	44,198		46,229
Goodwill		365,703		365,703
Goodwill	2	401,229		275,367
Other assets		99,441		81,697
Other assets	2	70,630		61,554
Total assets		$	5,688,532	$	5,748,661
Total assets		$	5,451,720	$	2,374,388
Liabilities
Current liabilities:
Accounts payable and accrued liabilities		$	~~203~~251,~~371~~870	$	~~176~~280,~~425~~707
Debt, net	87	125,~~514,761~~433		4865,~~594~~438
Operating lease liabilities		711,~~475~~090		79,~~172~~108
Derivative liabilities	109	2950,~~679~~290		—34,381
Other current liabilities	1	1523,~~410~~039		1820,~~603~~363
Total current liabilities		1361,~~770,696~~722		~~250~~409,~~794~~997
Debt, net	7	23,~~213~~787,~~630~~717		13,~~539~~708,~~241~~735
Operating lease liabilities		6185,~~344~~484		6071,~~893~~000
Derivative liabilities	109	~~168~~158,~~926~~648		—189,116
Warrant liabilities	17	8582,~~362~~506		—81,599
Other liabilities		72,989		67,104
Deferred income tax liabilities	12	301,831		300,231
Total liabilities		4,372,947		1,918,032
Other liabilities		90,562		44,000
Commitments and contingencies	19	—		—
Total liabilities		4,868,470		4,804,678
Redeemable preferred stock Series A ($0.01 par value per share; 200,000,000 total preferred shares authorized; — and 300,000 Series A shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; redemption amount of $— million and $431.8 million at September 30, 2025 and December 31, 2024, respectively)	17	—		381,218
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 and — Series B shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; redemption amount of $192.0 million and $— million at September 30, 2025 and December 31, 2024, respectively)	17	152,642		—
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 March 31, 2026 and December 31, 2025; redemption amount of $192.0 million and $192.0 million at March 31, 2026 and December 31, 2025, respectively)	15	152,642		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 and — Series A - RailCo shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; redemption amount of $1.4 billion and $— billion at September 30, 2025 and December 31, 2024, respectively)	17	906,058		—
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 March 31, 2026 and December 31, 2025; redemption amount of $1.4 billion and $1.4 billion at March 31, 2026 and December 31, 2025, respectively)	17	970,516		937,578
Equity
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 118,163,555 and 116,294,461 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)		1,182		1,163
Additional paid in capital		589,593		623,771

FTAI INFRASTRUCTURE

COMBINED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

Equity
Accumulated deficit	(625,943)		(512,992)
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 116,294,461 and 113,934,860 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively)	1,163		1,139
Accumulated other comprehensive loss	(87,295)		(90,618)
Additional paid in capital	674,797		764,381
Stockholders' equity	(122,463)		21,324
Accumulated deficit	(438,640)		(405,818)
Non-controlling interest in equity of consolidated subsidiaries	(180,633)		(167,561)
Accumulated other comprehensive loss	(56,261)		(157,051)
Total equity	(303,096)		(146,237)
Stockholders' equity	181,059		202,651
Total liabilities, redeemable preferred stock and equity	$	5,688,532	$	5,748,661
Non-controlling interest in equity of consolidated subsidiaries	(160,986)		(127,513)
Total equity	20,073		75,138
Total liabilities, redeemable preferred stock and equity	$	5,451,720	$	2,374,388

See accompanying notes to consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

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

		Three Months Ended September 30,				Nine Months Ended September 30,
		Three Months Ended March 31,
	Notes	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Revenues
Total revenues	1110	$	~~140~~188,~~556~~364	$	8396,~~311~~161	$	~~359,003~~	$	~~250,733~~
Expenses
Operating expenses		74120,~~985~~394		6267,~~766~~045		~~216,465~~		~~188,566~~
General and administrative		3,~~202~~554		25,~~989~~113		~~12,177~~		~~10,690~~
Acquisition and transaction expenses		36,~~221~~820		23,~~526~~515		~~15,440~~		~~4,373~~
Management fees and incentive allocation to affiliate	1513	34,~~782~~092		2,~~807~~542		~~10,004~~		~~8,584~~
Depreciation and amortization	43, 76	3450,~~813~~691		1925,~~492~~012		~~93,823~~		~~60,176~~
Asset impairment		—		—		4,401		—
Total expenses		185,551		103,227
Total expenses		120,003		90,580		352,310		272,389
Other income (expense)
Equity in earnings (losses) of unconsolidated entities	6	2,928		(14,308)		6,247		(38,998)
Equity in (losses) earnings of unconsolidated entities	5	(518)		5,314
Gain on sale of assets, net		28		2,758		119,856		2,595
(Loss) gain on sale of assets, net		(566)		119,828
(Loss) gain on modification or extinguishment of debt	8	(55,208)		747		(59,281)		(8,423)
Loss on modification or extinguishment of debt	7	(45,914)		(7)
Interest expense		(7382,~~312~~487)		(3143,~~513~~112)		~~(175,628)~~		~~(88,796)~~
Other income		52,~~554~~984		63,~~537~~693		~~12,299~~		~~15,865~~
Total other expense		(120,010)		(35,779)		(96,507)		(117,757)
Total other (expense) income		(126,501)		85,716
Loss before income taxes		(99,457)		(43,048)		(89,814)		(139,413)
(Loss) income before income taxes		(123,688)		78,650
Provision for (benefit from) income taxes	1412	53,~~081~~523		(9241,514)		~~(35,481)~~		~~1,980~~
Net loss		(104,538)		(42,956)		(54,333)		(141,393)
Net (loss) income		(127,211)		120,164
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders		(1114,~~497~~260)		(911,~~963~~401)		~~(33,998)~~		~~(32,053)~~
Less: Preferred dividends and accretion on redeemable non-controlling interests		1237,~~487~~221		—		~~12,487~~		—
Less: Dividends and accretion of redeemable preferred stock		~~12,824~~—		1621,~~978~~841		~~55,622~~		~~51,563~~
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock		$	(118,352)	$	(49,971)	$	(88,444)	$	(160,903)
Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock		$	(150,172)	$	109,724
Net loss attributable to common stockholders	18	$	(159,283)	$	(49,971)	$	(134,924)	$	(160,903)
Net (loss) income attributable to common stockholders	16	$	(154,525)	$	108,257
Loss per share:	18
(Loss) earnings per share:	16
Basic		$	(1.3832)	$	(0.~~45)~~95	$	~~(1.17)~~	$	~~(1.51)~~
Diluted		$	(1.3832)	$	(0.~~45)~~89	$	~~(1.18)~~	$	~~(1.51)~~
Weighted average shares outstanding:
Basic		~~115~~116,~~555~~689,~~973~~474		~~109~~114,~~723~~101,~~831~~860		~~114,851,106~~		~~106,317,677~~
Diluted		~~115~~116,~~555~~689,~~973~~474		~~109~~122,~~723~~758,~~831~~859		~~114,851,106~~		~~106,317,677~~

See accompanying notes to consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (unaudited)

(Dollars in thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Net loss	$	(104,538)	$	(42,956)	$	(54,333)	$	(141,393)
Net (loss) income	$	(127,211)	$	120,164
Other comprehensive (loss) income:
Other comprehensive income (loss):
Other comprehensive (loss) income related to derivatives (1)	(38,619)		27,218		102,465		28,322
Other comprehensive income related to derivatives (1)	3,854		158,552
Change in pension and other employee benefit accounts	(~~558~~531)		(~~537~~558)		~~(1,675)~~		~~25,606~~
Comprehensive (loss) income	(~~143~~123,~~715~~888)		~~(16~~278,~~275)~~158		~~46,457~~		~~(87,465)~~
Comprehensive loss attributable to non-controlling interests	(1114,~~497~~260)		(911,~~963~~401)		~~(33,998)~~		~~(32,053)~~
Comprehensive (loss) income attributable to stockholders	$	(~~132~~109,~~218~~628)	$	(6289,~~312)~~559	$	~~80,455~~	$	~~(55,412)~~

______________________________________________________________________________________

(1) Net of deferred tax benefit of $~~9.2~~— million and $19.62 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

See accompanying notes to consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)

(Dollars in thousands)

	Three and Nine Months Ended September 30, 2025
	Three Months Ended March 31, 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, 2024	$	1,139	$	764,381	$	(405,818)	$	(157,051)	$	(127,513)	$	75,138
Equity - December 31, 2025	$	1,163	$	623,771	$	(512,992)	$	(90,618)	$	(167,561)	$	(146,237)
Net income (loss)					72,706				(22,501)		50,205
Net loss					(112,951)				(14,260)		(127,211)
Other comprehensive income							~~139~~3,~~967~~323				~~139~~3,~~967~~323
Total comprehensive income (loss)	—		—		72,706		139,967		(22,501)		190,172
Total comprehensive (loss) income	—		—		(112,951)		3,323		(14,260)		(123,888)
Settlement of equity-based compensation			(2,340)						(~~545~~483)		(~~545~~2,823)
Issuance of common shares	1219		(219)								10—
Issuance of warrants			1,014								1,014
Distributions to non-controlling interest									(360)		(360)
Issuance of Manager options			7,358								7,358
Dividends declared on common stock			(3,545)								(3,545)
Dividends declared on common stock			(6,886)								(6,886)
Dividends and accretion of redeemable preferred stock			(37,221)								(37,221)
Dividends and accretion of redeemable preferred stock			(42,798)								(42,798)
Equity-based compensation			8,947						2,031		10,978
Equity-based compensation			1,447						716		2,163
Equity - March 31, 2026	$	1,182	$	589,593	$	(625,943)	$	(87,295)	$	(180,633)	$	(303,096)
Equity - June 30, 2025	$	1,151	$	724,514	$	(333,112)	$	(17,084)	$	(149,843)	$	225,626
Net (loss) income					(105,528)				990		(104,538)
Other comprehensive loss							(39,177)				(39,177)
Total comprehensive (loss) income	—		—		(105,528)		(39,177)		990		(143,715)
Settlement of equity-based compensation			(654)								(654)
Issuance of common shares	12		2,695								2,707
Loss on extinguishment of preferred stock			(36,646)								(36,646)
Dividends declared on common stock			(3,456)								(3,456)
Dividends and accretion of redeemable preferred stock			(12,824)						(12,487)		(25,311)
Equity-based compensation			1,168						354		1,522
Equity - September 30, 2025	$	1,163	$	674,797	$	(438,640)	$	(56,261)	$	(160,986)	$	20,073


	Three Months Ended March 31, 2025
	Common Stock		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non-Controlling Interest in Equity of Consolidated Subsidiaries		Total Equity
Equity - December 31, 2024	$	1,139	$	764,381	$	(405,818)	$	(157,051)	$	(127,513)	$	75,138
Net loss					131,565				(11,401)		120,164
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

See accompanying notes to consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH INFLOWS ~~EQUITY~~ (unaudited)

(Dollars in thousands)

	Three and Nine Months Ended September 30, 2024
	Three Months Ended March 31,
	Common Stock		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Non-Controlling Interest in Equity of Consolidated Subsidiaries		Total Equity
	2026		2025
Equity - December 31, 2023	$	1,006	$	843,971	$	(182,173)	$	(178,515)	$	(71,430)	$	412,859
Cash flows from operating activities:
Net loss					(76,347)				(22,090)		(98,437)
Net (loss) income	$	(127,211)	$	120,164
Other comprehensive income							27,247				27,247
Adjustments to reconcile net loss to net cash used in operating activities:
Total comprehensive (loss) income	—		—		(76,347)		27,247		(22,090)		(71,190)
Equity in losses (earnings) of unconsolidated entities	518		(5,314)
Settlement of equity-based compensation			(3,029)						(185)		(3,214)
Gain on sale of subsidiaries	—		(119,952)
Issuance of common shares	10		(10)								—
Loss on modification or extinguishment of debt	45,914		7
Distributions to non-controlling interest									(15,039)		(15,039)
Equity-based compensation	10,978		1,253
Dividends declared on common stock			(6,303)								(6,303)
Depreciation and amortization	50,691		25,012
Dividends and accretion of redeemable preferred stock			(34,585)								(34,585)
Change in deferred income taxes	1,600		(41,827)
Equity-based compensation			3,559						580		4,139
Amortization of deferred financing costs	3,876		2,908
Equity - June 30, 2024	$	1,016	$	803,603	$	(258,520)	$	(151,268)	$	(108,164)	$	286,667
Amortization of bond discount	12,155		1,892
Net loss					(32,993)				(9,963)		(42,956)
Amortization of other comprehensive income	(10,236)		(1,588)
Other comprehensive income							26,681				26,681
Other	3,293		105
Total comprehensive (loss) income	—		—		(32,993)		26,681		(9,963)		(16,275)
Change in:
Issuance of common shares	121		431								552
Accounts receivable	(2,002)		91
Dividends declared on common stock			(3,404)								(3,404)
Other assets	(19,570)		(4,402)
Dividends and accretion of redeemable preferred stock			(16,978)								(16,978)
Accounts payable and accrued liabilities	(38,458)		1,927
Equity-based compensation			2,082						547		2,629
Derivative liabilities	—		(66,713)
Equity - September 30, 2024	$	1,137	$	785,734	$	(291,513)	$	(124,587)	$	(117,580)	$	253,191
Other liabilities	(925)		786
Net cash used in operating activities	(69,377)		(85,651)
Cash flows from investing activities:
Investment in unconsolidated entities	(7,180)		(6,943)
Acquisition of business, net of cash acquired	—		226,628
Acquisition of property, plant and equipment	(46,476)		(66,529)
Proceeds from investor loan	—		11,001
Proceeds from sale of property, plant and equipment	8,901		142
Net cash (used in) provided by investing activities	(44,755)		164,299
Cash flows from financing activities:
Proceeds from debt, net	1,309,459		28,237
Repayment of debt	(1,320,223)		—
Payment of financing costs	(11,525)		(1,270)
Proceeds from financing obligation	50,000		—
Repayment of financing obligation	(366)		—
Cash dividends - common stock	(3,545)		(3,443)
Cash dividends - redeemable preferred stock	—		(25,516)
Cash dividends - redeemable preferred stock - NCI	(5,000)		—
Settlement of equity-based compensation	(2,823)		(545)
Distributions to non-controlling interests	(360)		—
Net cash provided by (used in) financing activities	15,617		(2,537)
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents	(98,515)		76,111
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	$	227,431	$	223,407
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment	$	54,178	$	48,522
Acquisition of business	—		(285,977)
Dividends and accretion of redeemable preferred stock	—		3,675
Dividends and accretion of redeemable preferred stock - NCI	(32,221)		—
Financing fees	2,726		63

See accompanying notes to consolidated financial statements.

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Dollars in thousands)

	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(54,333)	$	(141,393)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in (earnings) losses of unconsolidated entities	(6,247)		38,998
Gain on sale of subsidiaries	(119,952)		—
Gain on sale of assets, net	96		(2,595)
Loss on modification or extinguishment of debt	59,281		8,423
Gain on sale of easement	—		(3,486)
Equity-based compensation	3,685		6,768
Depreciation and amortization	93,823		60,176
Asset impairment	4,401		—
Change in deferred income taxes	(36,068)		1,187
Change in fair value of non-hedge derivative	1,268		—
Change in fair value of warrants	(470)		—
Amortization of deferred financing costs	11,366		6,370
Amortization of bond discount	10,055		4,419
Amortization of other comprehensive income	(13,970)		—
Paid-in-kind interest expense	3,325		—
Provision for credit (recovery) losses	(344)		569
Change in:
Accounts receivable	2,038		253
Other assets	(1,022)		(5,982)
Accounts payable and accrued liabilities	1,821		17,676
Derivative liabilities	(67,005)		—
Other liabilities	(7,003)		1,394
Net cash used in operating activities	(115,255)		(7,223)
Cash flows from investing activities:
Investment in unconsolidated entities	(1,121,917)		(2,273)
Investment in convertible promissory notes	—		(31,500)
Acquisition of business, net of cash acquired	226,628		—
Acquisition of leasing equipment	(607)		(1,627)
Acquisition of property, plant and equipment	(214,644)		(53,322)
Proceeds from investor loan	11,001		—
Investment in equity instruments	—		(5,000)
Proceeds from sale of property, plant and equipment	2,660		598
Proceeds from sale of easement	—		3,486
Net cash used in investing activities	(1,096,879)		(89,638)
Cash flows from financing activities:
Proceeds from debt, net	1,744,075		449,689
Repayment of debt	(763,362)		(247,594)
Payment of financing costs	(59,878)		(10,397)
Proceeds from issuance of common stock	2,694		—
Proceeds from issuance of redeemable preferred stock	1,000,000		—
Redeemable preferred stock issuance costs	(20,597)		—
Repayment of preferred stock	(447,121)		—
Cash dividends - common stock	(10,342)		(9,707)
Cash dividends - redeemable preferred stock	(25,516)		(9,723)
Settlement of equity-based compensation	(1,199)		(3,214)
Distributions to non-controlling interests	—		(15,039)
Net cash provided by financing activities	1,418,754		154,015

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(Dollars in thousands)

Net increase in cash and cash equivalents and restricted cash and cash equivalents	206,620		57,154
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period	147,296		87,479
Cash and cash equivalents and restricted cash and cash equivalents, end of period	$	353,916	$	144,633
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of property, plant and equipment	$	37,462	$	(6,799)
Acquisition of business	(285,977)		—
Dividends and accretion of redeemable preferred stock	(30,106)		(41,840)
Dividends and accretion of redeemable preferred stock - NCI	(12,487)		—
Non-cash change in equity method investment	(633)		28,322
Financing fees	1,264		(16,158)

See accompanying notes to consolidated financial statements.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

1. ~~ORGANIZATION~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~FTAI~~Basis ~~Infrastructure~~of ~~Inc.~~Accounting—The ~~(“we”,~~accompanying ~~“us”,~~consolidated ~~“our”,~~financial orstatements ~~the~~are ~~“Company”)~~prepared ~~is a Delaware corporation and was originally formed as a limited liability company on December 13, 2021~~ in ~~connection~~accordance with ~~the~~U.S. ~~spin-off~~generally ofaccepted ~~the~~accounting ~~infrastructure~~principles ~~business~~ (“~~FTAI~~U.S. ~~Infrastructure~~GAAP”) ofand ~~FTAI~~include ~~Aviation~~the ~~Ltd.~~accounts ~~(previously~~of ~~Fortress~~FTAI ~~Transportation and~~ Infrastructure ~~Investors LLC; “FTAI” or “Former Parent”)~~Inc. ~~The Company owns and operates~~ (~~i) six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities (~~“~~Transtar~~we”), ~~(ii) a multi-modal crude oil and refined products terminal in Beaumont, Texas (~~“~~Jefferson Terminal~~us”), ~~(iii) a deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities (~~“~~Repauno~~our”), ~~(iv)~~“FTAI aInfrastructure” ~~multi-modal~~or ~~terminal located along~~ the ~~Ohio River with multiple industrial development opportunities, including a power plant (~~“~~Long Ridge~~Company”), ~~(v) an equity method investment in two ventures developing battery~~ and ~~metal~~our ~~recycling~~subsidiaries. ~~technology~~These ~~(“Aleon”~~financial ~~and~~statements ~~“Gladieux”),~~ and ~~(vi)~~related annotes ~~equity~~should ~~method~~be ~~investment~~read in aconjunction ~~trust~~with ~~that~~the ~~holds~~Consolidated ~~two~~Financial ~~freight~~Statements ~~railroads~~and ~~that~~related ~~provide~~notes ~~freight~~included ~~transportation~~in tothe ~~its~~Company’s ~~customers~~Annual ~~(“Wheeling”).~~Report ~~Additionally,~~on weForm ~~operate~~10-K ~~a railcar cleaning business (“KRS”) as well as an operating company that provides roadside assistance services~~ for the ~~intermodal~~year ~~and~~ended ~~over-the-road trucking industries (“FYX”). We have five reportable segments: (i) Railroad~~December 31, ~~(ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas, and (v) Sustainability and Energy Transition, which all operate in the infrastructure sector (see Note 16)~~2025.

We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.” The Company is headquartered in New York, New York.

2. 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 us 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, 2024.

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—AsDuring ~~part of~~ the ~~evaluation~~quarter, ~~under~~we ~~ASC~~have ~~205-40,~~(i) ~~management~~refinanced ~~reviewed~~the ~~its~~Bridge ~~debt~~Loan ~~maturities~~Credit ~~over~~Agreement with the ~~next~~Term 12Loan ~~months~~Credit ~~and~~Agreement ~~concluded~~(see ~~that~~Note ~~the~~7 ~~Company’s~~for ~~current~~additional ~~liquidity~~details), ~~and~~(ii) ~~forecasted~~paid ~~cash~~down ~~flows~~the ~~from~~Jefferson ~~operations~~June ~~are~~2025 ~~not~~Credit ~~sufficient~~Agreement toand ~~support,~~(iii) inentered ~~full,~~into ~~the~~a ~~repayment~~binding ofCommitment ~~$1.55~~Agreement ~~billion~~(the of“Backstop ~~debt~~Agreement”) ~~due~~dated inMarch ~~approximately~~16, 122026, ~~months.~~pursuant Into ~~performing~~which ~~the~~we ~~second~~may, ~~step~~at ofour ~~this~~sole ~~assessment~~option, ~~the~~on ~~Company~~or ~~evaluated~~prior ~~whether~~to itJuly is1, ~~probable~~2026, ~~that~~elect ~~the~~to ~~Company’s~~borrow ~~plans~~from ~~will~~a belender ~~effectively~~funds ~~implemented~~in ~~within~~an ~~one~~aggregate ~~year~~principal ~~after~~amount ~~the~~of ~~financial~~$255.0 ~~statements~~million ~~are~~pursuant ~~issued~~to ~~and~~a ~~whether~~bridge itfacility ~~is probable~~ that ~~those~~will ~~plans~~have ~~will~~a ~~alleviate~~maturity ~~the~~date ~~liquidity~~which ~~risk~~is ~~raised~~364 indays after the ~~first~~close ~~step~~ of ~~the~~such ~~evaluation.~~bridge ~~Management~~facility ~~approved~~(see ~~and~~Note ~~has~~7 ~~begun~~for ~~implementing~~additional adetails). ~~plan~~However, tothe ~~alleviate~~Company ~~liquidity~~has ~~risk~~significant byremaining ~~(i)~~debt ~~refinancing~~obligations, ~~the~~which ~~Jefferson~~it ~~Taxable~~continues ~~Series~~to ~~2024B~~actively ~~Bonds~~manage. ~~and~~The ~~issuing~~planned asale ~~new~~of ~~term~~Long ~~loan~~Ridge ~~with~~will afurther ~~multi-year~~improve ~~maturity,~~the ~~(ii)~~Company’s ~~refinancing~~liquidity ~~the~~position ~~existing~~and ~~$1.25~~reduce ~~billion~~our ~~term~~total ~~loan~~debt ~~through~~(see ~~the~~Note ~~issuance~~18 offor ~~new~~additional ~~long-term~~details). ~~senior~~Management’s ~~notes~~planned ~~and~~actions, ~~(iii)~~including the ~~consummation~~sale of ~~the~~Long ~~Wheeling~~Ridge, ~~Acquisition.~~are Ifconsidered ~~fully~~probable ~~implemented,~~to ~~the~~be ~~Company~~implemented ~~will~~and ~~have~~to provide sufficient liquidity for the Company to meet its obligations as they become due over the ~~next~~ twelve months from the date ~~that~~ the ~~consolidated~~ financial statements were issued. ~~Management will continue to evaluate its liquidity and financial position and update future plans accordingly.~~

Variable Interest Entities—The assessment of whether an entity is a VIE and the determination of whether to consolidate a VIE requires judgment. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

support from other parties. A VIE is required to be consolidated by its primary beneficiary, and only by its primary beneficiary, which is defined as the party who has the power to direct the activities of a VIE that most significantly impact its economic performance and who has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

Delaware River Partners LLC

During 2016, through Delaware River Partners LLC (“DRP”), a consolidated subsidiary, we purchased the assets of Repauno, which consisted primarily of land, a storage cavern, and riparian rights for the acquired land, site improvements and rights. Upon acquisition there were no operational processes that could be applied to these assets that would result in outputs without significant green field development. We currently hold an approximately 98% economic interest, and a 100% voting interest in DRP. Prior to the completion of our debt offering at Repauno in May 2025 (refer to Note 8 for additional details), DRP was solely reliant on us to finance its activities and therefore was a VIE. We concluded that we were the primary beneficiary; and accordingly, DRP has been presented on a consolidated basis in the accompanying consolidated financial statements. Total VIE assets of DRP were $341.6 million, and total VIE liabilities of DRP were $88.5 million as of December 31, 2024. Due to the debt offering at Repauno in May 2025, Repauno is sufficiently capitalized, and therefore, is no longer considered a VIE; this change in classification does not have a financial impact on the Company’s financial statements.

The Wheeling Corporation

As further discussed in Note 3, as of September 30, 2025, The Wheeling Corporation is held by a wholly owned subsidiary of the Company and is the sole beneficiary of an independent voting trust that holds 100% of the Corporation’s equity interest. The trust is governed by a single trustee who is responsible to act in accordance with the Voting Trust Agreement and Wheeling Purchase Agreement (refer to Note 3 for details), as the beneficial owner of the capital stock of The Wheeling Corporation. As The Wheeling Corporation’s equity is being held in a trust, the Company’s interest in The Wheeling Corporation does not have the attributes of a typical equity holder as the Company has no power to direct The Wheeling Corporation’s activities during the trust period, and therefore the trust is considered to be a variable interest entity that the Company cannot consolidate. The Company will record its investment in The Wheeling Corporation under the equity method of accounting until it is no longer held in a trust, at which point the Company will consolidate The Wheeling Corporation. Our maximum exposure to loss in The Wheeling Corporation is limited to the carrying amount of our investment, which, as of September 30, 2025, totaled $1,112.7 million.

Cash and Cash Equivalents—We consider all highly liquid short-term investments with a maturity of 90 days or less when purchased to be cash equivalents.

Restricted Cash and Cash Equivalents—Restricted cash and cash equivalents consists of cash in money market funds and other permitted highly liquid short term investments that can be used for principal, interest and project funding pursuant to the requirements of certain of our debt agreements (see Note 8) and other qualifying construction projects.

Property, Plant, and Equipment, Leasing Equipment and Depreciation—Property, plant and equipment and leasing equipment are stated at cost (inclusive of capitalized acquisition costs, where applicable) and depreciated using the straight-line method, over their estimated useful lives, to estimated residual values which are summarized as follows:

Asset

Range of Estimated Useful Lives

Residual Value Estimates

Railcars and locomotives

40 - 50 years from date of manufacture

Scrap value at end of useful life

Track and track related assets

15 - 50 years from date of manufacture

Scrap value at end of useful life

Land, site improvements and rights

N/A

Bridges and tunnels

15 - 55 years

Scrap value at end of useful life

Buildings and improvements

20 - 30 years

Scrap value at end of useful life

Railroad equipment

3 - 15 years from date of manufacture

Scrap value at end of useful life

Power plant

15 - 40 years

None

Terminal machinery and equipment

15 - 25 years from date of manufacture

Scrap value at end of useful life

Furniture and fixtures

3 - 6 years from date of purchase

None

Computer hardware and software

2 - 5 years from date of purchase

None

Construction in progress

N/A

Major improvements and modifications incurred in connection with the acquisition of property, plant and equipment and leasing equipment that are required to get the asset ready for initial service are capitalized and depreciated over the remaining life of the asset. Project costs of major additions and betterments, including capitalizable engineering costs and other costs directly related to the development or construction of project, are capitalized and depreciation commences once it is placed into service. Interest costs directly related to and incurred during the construction period of property, plant and equipment are capitalized. Spare parts are depreciated in conjunction with the underlying property, plant and equipment asset when placed in service.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

We review our depreciation policies on a regular basis to determine whether changes have taken place that would suggest that a change in our depreciation policies, useful lives of our equipment or the assigned residual values is warranted.

Natural Gas Operations

Property and Related Depletion—The Company follows the successful efforts method of accounting for costs incurred in the exploration and development of oil and gas producing activities. All development costs, including lease acquisition costs, are capitalized. The Company capitalizes exploratory drilling costs until a determination is made that the well or project has either found proved reserves or is dry. After an exploratory well has been drilled and found oil and natural gas reserves, a determination may be pending as to whether the oil and natural gas quantities can be classified as proved. In those circumstances, the Company continues to capitalize the drilling costs pending the determination of proved status if (i) the well has found a sufficient quantity of reserves to justify its completion as a producing well and (ii) the Company is making sufficient progress assessing the reserves and the economic and operating viability of the project. If the exploratory well is determined to be a dry well, the costs are charged to exploration expense. Other exploration costs, including geological and geophysical costs, are expensed as incurred. Capitalized costs are amortized using the unit-of-production method based on total proved reserves.

Oil and gas properties were valued using a discounted cash flow approach incorporating market participant and internally generated price assumptions, production profiles, and operating and development cost assumptions.

Asset Impairments—Oil and natural gas proved properties periodically are assessed for possible impairment in accordance with ASC Topic 360, Property, Plant and Equipment. The Company monitors its oil and natural gas properties as well as the market and business environments in which it operates and makes assessments about events that could result in potential impairment issues. Such potential events may include, but are not limited to, commodity price declines, unanticipated increases in operating costs, and lower than expected production performance. If a material event occurs, the Company makes an estimate of undiscounted future cash flows to determine whether the asset is impaired. Impairment losses are recognized when the estimated discounted future cash flows are less than the current net book values of the properties. If the asset is impaired, the Company will record an impairment loss for the difference between the net book value of the properties and the fair value of the properties. The fair value of the properties typically is estimated using discounted cash flows.

The Company also may recognize impairments of capitalized costs for unproved properties in accordance with ASC Topic 932 – Extractive Activities – Oil and Gas. The greatest portion of these costs generally relates to the leasehold acquisitions. The costs are capitalized and periodically evaluated for recoverability, based on changes brought about by exploration activities, changes in economic factors and potential shifts in business strategy.

Capitalized Interest—The interest cost associated with major development and construction projects is capitalized and included in the cost of the project. Interest capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. We capitalized interest of $7.4 million and $1.9 million during the three months ended September 30, 2025 and 2024, respectively, and $19.1 million and $4.1 million during the nine months ended September 30, 2025 and 2024, respectively.

Repairs and Maintenance—Repair and maintenance costs that do not extend the lives of the assets are expensed as incurred. Our repairs and maintenance expenses were $6.0 million and $5.4 million during the three months ended September 30, 2025 and 2024, respectively, and $19.5 million and $15.7 million during the nine months ended September 30, 2025 and 2024, respectively, and are included in Operating expenses in the Consolidated Statements of Operations.

Impairment of Long-Lived Assets—We perform a recoverability assessment of each of our long-lived assets whenever events or changes in circumstances, or indicators, indicate that the carrying amount or net book value of an asset may not be recoverable. Indicators may include, but are not limited to, a significant change in market conditions; or the introduction of newer technology. When performing a recoverability assessment, we measure whether the estimated future undiscounted net cash flows expected to be generated by the asset exceeds its net book value. The undiscounted cash flows consist of cash flows from terminal services contracts and currently contracted leases, future projected leases, terminal service and freight rail rates, transition costs, and estimated residual or scrap values. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge.

Management develops the assumptions used in the recoverability analysis based on its knowledge of active contracts, current and future expectations of the demand for a particular asset and historical experience, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.

Warrant Liabilities—The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Other Current Assets—Other current assets is comprised of:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Prepaid expenses	$	9,453	$	9,751
Notes receivable	$	5,000	$	13,605
Other receivables	1,947		384
Prepaid expenses	18,829		20,403
Other assets	13,847		9,426
Purchase deposits	3,817		3,817
Total other current assets	$	25,247	$	19,561
Other receivables	31,103		10,587
Inventory	958		1,269
Other assets	13,071		12,996
Total other current assets	$	72,778	$	62,677

Other Current Liabilities—Other current liabilities primarily include ~~environmental liabilities of $0.3 million and $0.5 million,~~ insurance premium liabilities of $03.76 million and $52.07 million and deferred revenue of $911.73 million and $811.35 million as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

~~Goodwill~~Other Liabilities—~~Goodwill~~Other ~~includes~~liabilities ~~the~~primarily ~~excess~~includes ofa ~~the~~$50.0 ~~purchase~~million ~~price~~financing ~~over~~obligation ~~the~~that ~~fair~~The ~~value~~Wheeling ofCorporation ~~the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar, FYX and Long Ridge Energy & Power LLC~~ (“~~Long Ridge~~Wheeling”). ~~The~~entered ~~carrying~~into ~~amount~~in ofJanuary ~~goodwill~~2026 ~~within~~with ~~the~~Bank ~~Jefferson~~of ~~Terminal,~~Montreal ~~Railroad,~~to ~~Corporate~~finance ~~and~~the ~~Other~~lease ~~and Power and Gas segments was $122.7 million, $147.2 million, $5.4 million, and $125.9 million, respectively, as~~ of ~~September 30,~~400 ~~2025~~railcars ~~and $122.7 million, $147.2 million, $5.4 million, and $— million, respectively,~~ as of ~~December~~March 31, ~~2024~~2026. ~~The~~This ~~increase in goodwill~~ was ~~due~~a tofailed ~~our~~sales-leaseback ~~acquisition~~transaction ofthat ~~Long~~is ~~Ridge~~treated ~~Energy~~as &a ~~Power~~financing ~~LLC in February 2025 (see Note 3 for additional details)~~obligation.

WeDeferred ~~review~~Financing ~~the~~Costs—Costs ~~carrying~~incurred ~~values~~in ofconnection ~~goodwill~~with atobtaining ~~least~~long-term ~~annually~~financing ~~to assess impairment since these assets~~ are ~~not~~capitalized and amortized. Anto ~~annual~~interest ~~impairment~~expense ~~review~~over isthe ~~conducted~~term as of ~~October~~the ~~1st~~underlying ~~of each year~~loans. ~~Additionally,~~Unamortized wedeferred ~~review~~financing ~~the~~costs ~~carrying value~~ of ~~goodwill~~$24.8 ~~whenever~~million ~~events~~and or$21.9 ~~changes~~million inas ~~circumstances~~of ~~indicate~~March 31, ~~that~~2026 ~~its~~and ~~carrying~~December 31, ~~amount~~2025, ~~may~~respectively, ~~not~~are beincluded ~~recoverable.~~in ~~The~~Debt, ~~determination~~net ofin ~~fair~~the ~~value~~Consolidated ~~involves~~Balance ~~significant management judgment~~Sheets.

~~There were no impairments of goodwill for the three and nine months ended September 30, 2025 and 2024.~~11

Redeemable Preferred Stock—We classify the Series A Preferred Stock ("Redeemable Preferred Stock") and Series A Preferred Stock - RailCo - Non-controlling Interest (“NCI”) as temporary equity in the Consolidated Balance Sheets due to certain contingent redemption clauses that are at the election of the holders. The Series A Preferred Stock was redeemed during the third quarter of 2025 (see Note 17 for details). The carrying value of the Series A Preferred Stock - RailCo - NCI is accreted to the redemption value at the earliest redemption date, which has been determined to be August 25, 2032. We use the interest method to accrete to the redemption value.

Convertible Preferred Stock—We classify the Series B Preferred Stock ("Convertible Preferred Stock") as temporary equity in the Consolidated Balance Sheets due to a change in control provision that would trigger redemption. The Series B Preferred Stock is not currently probable of becoming redeemable; as a result, the issuance costs and paid-in-kind (“PIK”) dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets. The Company will adjust earnings (loss) per share for the dividends on an as converted basis.

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 $53.2 million and $14.8 million as of September 30, 2025 and December 31, 2024, respectively, are included in Debt, net in the Consolidated Balance Sheets.

Amortization expense was $6.1 million and $1.8 million during the three months ended September 30, 2025 and 2024, respectively, and $11.4 million and $6.4 million during the nine months ended September 30, 2025 and 2024, respectively, and is included in Interest expense in the Consolidated Statements of Operations.

Terminal Services Revenues—Terminal services are provided to customers for the receipt and redelivery of various commodities. These revenues relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. The Company’s performance of service and right to invoice corresponds with the value delivered to our customers. Revenues are typically invoiced and paid on a monthly basis.

Rail Revenues—Rail revenues generally consist of the following performance obligations: industrial switching, interline services, demurrage and storage. Switching revenues are derived from the performance of switching services, which involve the movement of cars from one point to another within the limits of an individual plant, industrial area, or a rail yard. Switching revenues are recognized as the services are performed, and the services are generally completed on the same day they are initiated.

Interline revenues are derived from transportation services for railcars that originate or terminate at our railroads and involve one or more other carriers. For interline traffic, one railroad typically invoices a customer on behalf of all railroads participating in the route directed by the customer. The invoicing railroad then pays the other railroads its portion of the total amount invoiced on a monthly basis. We record revenue related to interline traffic for transportation service segments provided by carriers along

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~railroads~~Amortization ~~that~~expense ~~are~~was ~~not~~$3.9 ~~owned~~million orand ~~controlled~~$2.9 bymillion usduring onthe athree ~~net~~months ~~basis.~~ended ~~Interline~~March 31, ~~revenues~~2026 ~~are~~and ~~recognized~~2025, asrespectively, and is included in Interest expense in the ~~transportation~~Consolidated ~~movements~~Statements ~~occur~~of Operations.

~~Our~~Concentration ~~ancillary~~of ~~services~~Credit ~~revenue~~Risk—We ~~primarily~~are ~~relates~~subject to ~~demurrage~~concentrations ~~and~~of ~~storage~~credit ~~services~~risk with respect to amounts due from customers. ~~Demurrage~~We ~~represents~~attempt ~~charges~~to ~~assessed~~limit our credit risk by ~~railroads~~performing ongoing credit evaluations. We earned approximately 22% of total revenues for the ~~detention~~three ofmonths ~~cars~~ended byMarch 31, ~~shippers~~2026 orfrom ~~receivers~~one customer in the Railroad segment. Additionally, we earned approximately 7% of ~~freight~~total ~~beyond~~revenues afor ~~specified~~the ~~free~~three ~~time~~months ~~and~~ended isMarch 31, ~~recognized~~2026 onfrom aone ~~per~~customer ~~day~~in ~~basis.~~the ~~Storage~~Jefferson ~~services~~Terminal ~~revenue~~segment. isWe earned approximately 41% of total revenues for the ~~provision~~three ofmonths ~~storage~~ended ofMarch 31, ~~shippers’~~2025 ~~railcars~~from ~~and~~one iscustomer ~~generally~~in ~~recognized~~the onRailroad asegment. ~~per~~We ~~day,~~earned ~~per~~approximately ~~car~~11% ~~basis,~~of astotal revenues for the ~~storage~~three ~~services~~months ~~are~~ended ~~provided~~March 31, 2025 from one customer in the Jefferson Terminal segment.

~~Lease~~As ~~Income—Lease~~of ~~income~~March 31, ~~consists~~2026, ofaccounts ~~rental~~receivable ~~income~~ from ~~tenants~~three ~~for~~customers ~~storage~~within ~~space~~the Jefferson Terminal, Railroad, and Corporate and Other segments represented 43% of total accounts receivable, net. ~~Lease~~As ~~income~~of isDecember 31, ~~recognized~~2025, onaccounts areceivable ~~straight-line~~from ~~basis~~three ~~over~~customers within the ~~terms~~Jefferson Terminal and Railroad segments represented 41% of ~~the~~total ~~relevant~~accounts ~~lease~~receivable, ~~agreement~~net.

Roadside Services Revenues—Roadside services revenue is revenue related to providing roadside assistance services to customers in the intermodal and over-the-road trucking industries. Revenue is recognized when a performance obligation is satisfied by completing a repair service at a point in time. Revenues are typically invoiced for each repair and generally have 30-day payment terms.

Gas Revenues—The Company’s natural gas revenues are based on actual sales volumes of commodities sold by Diversified Energy Inc. (“Diversified”). Diversified owns the portions of certain Long Ridge natural gas wells not owned by Long Ridge, operates all Long Ridge’s natural gas wells and markets excess natural gas not required for plant operations to various end users in the open market. The Company has concluded that the control transfers to the natural gas operator at the point of delivery (i.e., wellhead or the inlet of the operating entity’s system) and revenue is recognized when control transfers. In these instances, revenue is recorded net of any marketing, gathering and compressor fees.

Power Revenues—Power revenues are recognized from Long Ridge’s revenues into PJM Interconnection, Inc.’s (“PJM”) day-ahead and spot markets. Certain transmission losses, control and dispatch market support fees, and other fees incurred by PJM are netted into revenue. Power revenues are recognized upon generation of the electricity and simultaneous consumption by the customer. Revenue is recognized based on the invoiced amount which is equal to the value of Long Ridge’s performance obligation satisfied with the customer.

Long Ridge participates in PJM’s capacity market and provides a stated quantity of capacity and generates electricity as required during the performance period. Long Ridge receives payment for and recognizes revenue with respect to Long Ridge’s capacity commitments ratably over the term of its capacity commitments.

Other Revenue—Other revenue primarily consists of revenue related to the handling, storage and sale of raw materials. Revenues for the handling and storage of raw materials relate to performance obligations that are recognized over time using the right to invoice practical expedient, i.e., invoiced as the services are rendered and the customer simultaneously receives and consumes the benefit over the contract term. Our performance of service and right to invoice corresponds with the value delivered to our customers. Revenues for the sale of raw materials relate to contracts that contain performance obligations to deliver the product over the term of the contract. The revenues are recognized when the control of the product is transferred to the customer, based on the volume delivered and the price within the contract. Other revenues are typically invoiced and paid on a monthly basis.

Payment terms for revenues are generally short term in nature.

Leasing Arrangements—At contract inception, we evaluate whether an arrangement is or contains a lease for which we are the lessee (that is, arrangements which provide us with the right to control a physical asset for a period of time). Operating lease right-of-use (“ROU”) assets and lease liabilities are recognized in Operating lease right-of-use assets, net and Operating lease liabilities within current liabilities and non-current liabilities in our Consolidated Balance Sheets, respectively. Finance lease ROU assets are recognized in Property, plant and equipment, net and lease liabilities are recognized in Other current liabilities and Other liabilities in our Consolidated Balance Sheets.

All lease liabilities are measured at the present value of the unpaid lease payments, discounted using our incremental borrowing rate based on the information available at commencement date of the lease. ROU assets, for both operating and finance leases, are initially measured based on the lease liability, adjusted for prepaid rent and lease incentives. ROU assets are subsequently measured at the carrying amount of the lease liability adjusted for prepaid or accrued lease payments and lease incentives. The finance lease ROU assets are subsequently amortized using the straight-line method.

Operating lease expenses are recognized on a straight-line basis over the lease term. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. Variable lease payments, which are primarily based on usage, are recognized when the associated activity occurs.

We have elected to combine lease and non-lease components for all lease contracts where we are the lessee. Additionally, for arrangements with lease terms of 12 months or less, we do not recognize ROU assets and lease liabilities; and lease payments are recognized on a straight-line basis over the lease term with variable lease payments recognized in the period in which the obligation is incurred.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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 29% and 33%, respectively, of total revenues for the three and nine months ended September 30, 2025 from one customer in the Railroad segment. Additionally, we earned approximately 10% of total revenues for both the three and nine months ended September 30, 2025 from one customer in the Jefferson Terminal segment. We earned approximately 50% of total revenues for both the three and nine months ended September 30, 2024 from one customer in the Railroad segment. We earned approximately 13% of total revenues for both the three and nine months ended September 30, 2024 from one customer in the Jefferson Terminal segment.

As of September 30, 2025, accounts receivable from four customers within the Jefferson Terminal, Railroad, and Corporate and Other segments represented 62% of total accounts receivable, net. As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48% 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.

Allowance for Doubtful Accounts—We determine the allowance for doubtful accounts based on our assessment of the collectability of our receivables on a customer-by-customer basis. We also consider current and future economic conditions over the expected lives of the receivables, the amount of receivables in dispute, and the current receivables aging.

Accumulated Other Comprehensive Loss

Components of accumulated other comprehensive (loss) income at ~~September~~March 3031, ~~2025~~2026 are as follows:

	Three and Nine Months Ended September 30, 2025
	Three Months Ended March 31, 2026
	Derivatives		~~Equity~~Pension ~~method~~and ~~investee~~other postretirement benefit accounts		~~Pension and other postretirement benefit accounts~~Total		~~Total~~
Accumulated other comprehensive (loss) income - December 31, 2024	$	—	$	(182,983)	$	25,932	$	(157,051)
Accumulated other comprehensive (loss) income - December 31, 2025	$	(112,196)	$	21,578	$	(90,618)
Other comprehensive loss before reclassification	(4012,~~174~~106)		~~(633)~~—		—(12,106)		~~(40,807)~~
Amounts reclassified from accumulated other comprehensive (loss) income	(115,~~725)~~960		~~183,616~~(531)		(115,~~117)~~429		~~180,774~~
Net current period other comprehensive (loss) income, net of tax	~~(41~~3,~~899)~~854		~~182,983~~(531)		(13,~~117)~~323		~~139,967~~
Accumulated other comprehensive (loss) income - June 30, 2025	$	(41,899)	$	—	$	24,815	$	(17,084)
Accumulated other comprehensive (loss) income - March 31, 2026	$	(108,342)	$	21,047	$	(87,295)
Other comprehensive loss before reclassification	(33,384)		—		—		(33,384)
Amounts reclassified from accumulated other comprehensive loss	(5,235)		—		(558)		(5,793)
Net current period other comprehensive loss, net of tax	(38,619)		—		(558)		(39,177)
Accumulated other comprehensive (loss) income - September 30, 2025	$	(80,518)	$	—	$	24,257	$	(56,261)

Components of accumulated other comprehensive (loss) income at ~~September~~March 3031, ~~2024~~2025 are as follows:

	Three and Nine Months Ended September 30, 2024
	Three Months Ended March 31, 2025
	Equity method investee		Pension and other postretirement benefit accounts		Total
	Derivatives		Equity method investee		Pension and other postretirement benefit accounts		Total
Accumulated other comprehensive (loss) income - December 31, 2023	$	(180,460)	$	1,945	$	(178,515)
Accumulated other comprehensive (loss) income - December 31, 2024	$	—	$	(182,983)	$	25,932	$	(157,051)
Other comprehensive income before reclassification	1,104		26,534		27,638
Other comprehensive loss before reclassification	(24,050)		(633)		—		(24,683)
Amounts reclassified from accumulated other comprehensive loss	—(381)		~~(391)~~183,616		(~~391~~558)		182,677
Net current period other comprehensive income, net of tax	1,104		26,143		27,247
Net current period other comprehensive (loss) income, net of tax	(24,431)		182,983		(558)		157,994
Accumulated other comprehensive (loss) income - June 30, 2024	$	(179,356)	$	28,088	$	(151,268)
Accumulated other comprehensive (loss) income - March 31, 2025	$	(24,431)	$	—	$	25,374	$	943
Other comprehensive income (loss) before reclassification	27,218		(1)		27,217
Amounts reclassified from accumulated other comprehensive loss	—		(536)		(536)
Net current period other comprehensive income (loss), net of tax	27,218		(537)		26,681
Accumulated other comprehensive (loss) income - September 30, 2024	$	(152,138)	$	27,551	$	(124,587)

182. ACQUISITION OF SUBSIDIARIES

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Comprehensive (Loss) Income—Comprehensive (loss) income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. Our comprehensive (loss) income represents net loss, as presented in the Consolidated Statements of Operations, adjusted for fair value changes recorded in other comprehensive (loss) income related to derivatives and changes in pension and other postretirement benefit accounts. The Company’s policy is to release income tax effects from accumulated other comprehensive (loss) income at such time as the earnings or loss of the related activity are recognized in earnings.

Derivative Financial Instruments

Electricity Derivatives—Long Ridge enters into derivative contracts as part of a risk management program to mitigate price risk associated with certain electricity price exposures. Long Ridge primarily uses swap derivative contracts, which are agreements to buy or sell a quantity of electricity at a predetermined future date and at a predetermined price.

Natural Gas Derivatives—The Company entered into a derivative contract as part of a risk management program to mitigate price risk associated with fluctuations in natural gas prices. The Company recognized the change in fair value of the derivatives in operating expenses line of our Consolidated Statements of Operations.

The Company records all derivative assets and liabilities on a gross basis at fair value and are included in the Consolidated Balance Sheets.

Cash Flow Hedges

Certain of these derivative instruments are designated and qualify as cash flow hedges. Prior to our acquisition of 100% of Long Ridge Energy & Power LLC on February 26, 2025 (“the Long Ridge Energy & Power LLC acquisition date”), our share of the derivative's gain or loss was reported as Other comprehensive (loss) income related to derivatives in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated other comprehensive loss in our Consolidated Balance Sheets. The change in our equity method investment balance related to derivative gains or losses on cash flow hedges was disclosed as a Non-cash change in equity method investment in our Consolidated Statements of Cash Flows. Subsequent to the Long Ridge Energy & Power LLC acquisition date, the derivative's gain or loss is reported as Other comprehensive (loss) income: in our Consolidated Statements of Comprehensive (Loss) Income and recorded in Accumulated deficit in our Consolidated Balance Sheets. The derivative's realized gain or loss is reported through Net loss included in Cash flows from operating activities within our Consolidated Statements of Cash Flows. The realized gain or loss is reclassified into Revenues on the Consolidated Statements of Operations.

Derivatives Not Designated As Hedging Instruments

Certain of these derivative instruments were not designated as hedging instruments for accounting purposes, prior to the acquisition of Long Ridge. Prior to the Long Ridge Energy & Power LLC acquisition date, our share of the change in fair value of these contracts was recognized in Equity in earnings (losses) of unconsolidated entities in the Consolidated Statements of Operations. The cash flow impact of derivative contracts that are not designated as hedging instruments was recognized in Equity in (earnings) losses of unconsolidated entities in our Consolidated Statements of Cash Flows. Subsequent to the Long Ridge Energy & Power LLC acquisition date, all electricity swaps are designated as cash flow hedges.

The Company records all electricity derivative assets and liabilities on a gross basis at fair value, which are included in the Consolidated Balance Sheets.

Income Taxes—Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S. federal, state and foreign corporate income tax in locations where they conduct business.

We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred tax asset will not be realized.

Some of our entities file income tax returns in the U.S. federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions. The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal, state and foreign tax authorities. We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the Provision for (benefit from) income taxes in the Consolidated Statements of Operations.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Pension and Other Postretirement Benefits—We have obligations for a pension and a postretirement benefit plan in connection with the acquisition of Transtar for certain eligible Transtar employees. The pension and other postretirement obligations and the related net periodic costs are based on, among other things, assumptions regarding the discount rate, salary increases, the projected mortality of participants and the current level and future escalation of health care costs. Actuarial gains and losses occur when actual experience differs from any of the many assumptions used to value the benefit plans, or when assumptions change. We will recognize into income on an annual basis a portion of unrecognized actuarial net gains or losses that exceed 10 percent of the greater of the projected benefit obligations or the market-related value of plan assets (the corridor). This excess is amortized over the average remaining service period of active employees expected to receive benefits under the plan. Refer to Note 13 for additional discussion on the pension and postretirement benefit plans.

3. ACQUISITION OF SUBSIDIARIES

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. ~~Consideration to GCM for the acquisition included (i)~~ Long Ridge Energy & Power LLC issuing a $20.0 million promissory note to an affiliate of GCM, (ii) cash consideration of $9.0 million paid by the Company and (iii) 160,000 shares of newly formed Series B Convertible Junior Preferred Stock issued by the Company to certain affiliates of GCM at a fair value of $160.0 million. Additionally, the Company had a pre-existing shareholder loan outstanding with Long Ridge for $106.0 million that was settled with the transaction. Long Ridge Energy & Power LLC operates within the Power and Gas reportable segment. See Note 1614 for additional information. The acquisition was accounted for under the acquisition method of accounting, and accordingly, the results of operations at Long Ridge Energy & Power LLC have been included in the Company’s Consolidated Statements of Operations as of the effective date of the acquisition.

Prior to obtaining a controlling interest in Long Ridge, the Company accounted for its 50.1% investment as an equity method investment ~~(see Note 6 for information regarding the previous treatment)~~. This transaction was accounted for as a “step acquisition” (as defined by U.S. GAAP) and, as such, the Company remeasured its pre-existing equity interest in Long Ridge immediately prior to the completion of the acquisition to its estimated fair value of $189.8 million. The results of Long Ridge since the acquisition date have been included in the Company’s consolidated financial statements. In accordance with accounting for a step acquisition, the Company recognized a gain of $120.0 million, which iswas included in ~~Gain~~(Loss) gain on sale of assets, net in the Consolidated Statements of Operations. There was also an income tax benefit of $9.2 million recorded as part of Accumulated other comprehensive loss in the Consolidated Balance Sheets that was reclassified to Provision for (benefit from) income taxes in the Consolidated Statements of Operations. In connection with the acquisition, we recorded $2.2 million of acquisition and transaction expense during the nine months ended September 30, 2025, which is included in Acquisition and transaction expenses 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, 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. The significant assumptions used to estimate the value of the customer relationship intangible assets included discount rate and future revenues and operating expenses.12

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~The~~In accordance with ASC 805, Business Combinations, the following ~~table~~fair ~~summarizes~~values assigned to underlying assets acquired and liabilities assumed are based on management’s estimates and assumptions. The assumptions used to estimate the ~~allocation~~fair value of ~~the~~proved ~~preliminary~~developed ~~purchase~~and ~~price~~unproved gas properties, as ~~presented~~well inas ~~our~~the ~~Consolidated~~power ~~Balance~~generation ~~Sheet:~~plant included forecasted revenue growth rates, discount rates, projected capacity factors and projected net gas production.

	February 26, 2025 (Unaudited)
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	51,154
Total liabilities assumed	1,418,848
Goodwill (1)	125,863
Total preliminary purchase consideration	$	484,734

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 ~~preliminary~~ 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 ~~preliminary~~ 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 above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of assets and liabilities are subject to change. Furthermore, the Company is still evaluating the appropriate useful lives for the acquired property, plant and equipment and 13

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

intangible assets. A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocated to goodwill.

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;

•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 September 30,				Nine Months Ended September 30,
			Three Months Ended March 31, 2025
	2025		2024		2025		2024
Total revenue			$	149,520
Total revenue	$	159,939	$	115,783	$	431,745	$	340,880
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock			(40,012)
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	(117,008)		(51,966)		(236,135)		(35,163)

~~Acquisition~~3. LEASING ofEQUIPMENT, ~~The Wheeling Corporation~~NET

On August 25, 2025 (the “Closing Date”), FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, closed the previously announced transactions contemplated by the stock purchase agreement, dated as of August 6, 2025 (the “Wheeling Purchase Agreement”), between RR Holdings (as successor-in-interest to Percy Acquisition LLC (“Percy”)) and WLE Management Partners, L.P. (“Seller”), pursuant to which RR Holdings purchased 100% of the issued and outstanding capital stock of The Wheeling Corporation (“Wheeling”) from Seller (the “Wheeling Acquisition”). Prior to the closing of the Wheeling Acquisition, Percy assigned its rights and obligations under the Wheeling Purchase Agreement to RR Holdings, a wholly-owned subsidiary of Percy. The aggregate cash consideration paid in exchange for all of the issued and outstanding capital stock of Wheeling at closing was approximately $1.05 billion, subject to customary adjustments. A portion of the cash consideration was placed into escrow to secure any post-closing purchase price adjustment payment obligations under the Wheeling Purchase Agreement. Additional consideration paid for the Wheeling Acquisition included $49.8 million to paydown finance leases that Wheeling previously held, as well as $10.4 million for transaction costs related to the acquisition, which are included in Investment - The Wheeling Corporation in the Consolidated Balance Sheets. Additionally, on the Closing Date, Percy contributed 100% of Transtar into RR Holdings. RR Holdings’ assets and credit are not available to satisfy the debts and other obligations of the Company or any other person or entity, except with respect to its subsidiaries.

In addition, on the Closing Date, RR Holdings entered into a voting trust agreement (the “Voting Trust Agreement”) with John Giles (the “Voting Trust Trustee”). All of the capital stock of Wheeling was transferred into a voting trust (the “Voting Trust”) governed by the Voting Trust Agreement pursuant to the rules established by the U.S. Surface Transportation Board (the “STB”). The capital stock of Wheeling held in the Voting Trust will be released to RR Holdings upon approval of the Wheeling Acquisition by the STB. The Voting Trust is irrevocable and will terminate (i) upon STB approval of RR Holdings’ control authority over Wheeling & Lake Erie Railway Company (“WLE”) and Akron Barberton Cluster Railway Company (“AB”), both wholly-owned subsidiaries of Wheeling, or (ii) automatically on December 31, 2027, unless extended pursuant to the terms of the Voting Trust Agreement. If the STB denies RR Holdings’ control authority over WLE and AB, then RR Holdings will have two years, subject to certain extensions, following such denial to sell the capital stock of Wheeling.

On the Closing Date, in connection with the Wheeling Acquisition, RR Holdings issued (i) 1,000,000 newly-created Series A Preferred Units (“Series A Preferred Stock - RailCo”) (see Note 17) and (ii) 172,500 Series A Warrants (“Series A Warrants - RailCo”) (see Note 17) representing the right to purchase, on the terms and subject to the conditions set forth in the Wheeling Purchase Agreement, 172,500 common units of RR Holdings at an initial exercise price of $857.748 per unit, for an aggregate purchase price of $1.0 billion.

On the Closing Date, in connection with the Wheeling Acquisition, the Company entered into a credit agreement for a 364-day, $1.25 billion secured bridge loan facility (the “Bridge Loan”) (see Note 8). The Bridge Loan will mature on August 24, 2026.

The Company recorded its investment in Wheeling under the equity method of accounting pending approval from the STB of the Company's application for control of Wheeling.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 25, 2025 for additional detail.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

4. LEASING EQUIPMENT, NET

Leasing equipment, net is summarized as follows:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Leasing equipment	$	49,~~868~~989	$	49,~~262~~986
Less: Accumulated depreciation	(13,~~023~~811)		(1113,~~809~~416)
Leasing equipment, net	$	36,~~845~~178	$	3736,~~453~~570

Depreciation expense for leasing equipment is summarized as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Depreciation expense for leasing equipment	$	~~392~~396	$	~~364~~410	$	~~1,214~~	$	~~1,040~~

~~Sales-Type Leases~~14

In December 2023, Jefferson Terminal entered into an agreement to lease land to an entity controlled by certain employees of the Manager. The lease is initially for a two-year construction period and eight years post-completion with renewals that extend the lease up to 32 years. We determined that the lease is a sales-type lease as the present value of the lease payments is substantially all of fair value. Lease payments will increase based on an inflation escalator and be treated as variable lease payments as they occur.

At lease commencement, we recorded $6.6 million of gain on sales-type lease which is recorded in Gain on sale of assets, net in the Consolidated Statements of Operations during the year ended December 31, 2023. We also recorded $0.2 million and $0.2 million of interest income, respectively, during the three months ended September 30, 2025 and 2024, and $0.6 million and $0.6 million of interest income, respectively, during the nine months ended September 30, 2025 and 2024, which is included in Revenues in the Consolidated Statements of Operations.

5. PROPERTY, PLANT AND EQUIPMENT, NET

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

	September 30, 2025		December 31, 2024
Land, site improvements and rights	$	351,850	$	181,874
Buildings and improvements	68,345		19,015
Bridges and tunnels	177,252		176,753
Terminal machinery and equipment	1,339,284		1,211,272
Proved oil and gas properties	285,987		—
Power plant	850,519		—
Track and track related assets	115,169		109,871
Railroad equipment	9,623		9,627
Railcars and locomotives	89,271		95,437
Computer hardware and software	21,972		20,682
Furniture and fixtures	2,246		2,246
Construction in progress	358,279		153,244
Other	25,534		24,183
	3,695,331		2,004,204
Less: Accumulated depreciation	(440,284)		(350,736)
Property, plant and equipment, net	$	3,255,047	$	1,653,468

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation expense	$	33,396	$	17,528	$	89,578	$	53,765

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

64. ~~INVESTMENTS~~PROPERTY, PLANT AND EQUIPMENT, NET

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




	March 31, 2026		December 31, 2025
Land, site improvements and rights	$	514,154	$	513,835
Buildings and improvements	73,005		72,997
Bridges and tunnels	969,904		969,551
Terminal machinery and equipment	1,350,849		1,357,502
Proved oil and gas properties	316,284		304,716
Unproved oil and gas properties	144,977		144,455
Power plant	850,489		850,489
Track and track related assets	336,240		335,850
Railroad equipment	9,694		9,694
Railcars and locomotives	181,977		181,892
Computer hardware and software	22,780		22,532
Furniture and fixtures	2,246		2,246
Construction in progress	300,359		263,495
Other	29,619		30,029
	5,102,577		5,059,283
Less: Accumulated depreciation	(526,114)		(477,512)
Property, plant and equipment, net	$	4,576,463	$	4,581,771

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


	Three Months Ended March 31,
	2026		2025

Depreciation expense	$	49,209	$	23,606

5. INVESTMENTS

The following table presents the ownership interests and carrying values of our investments:

			Carrying Value
	Investment	Ownership Percentage	~~September~~March 3031, ~~2025~~2026		December 31, ~~2024~~2025
Intermodal Finance I, Ltd.	Equity method	~~See below~~51%	$	—	$	—
Long Ridge Energy & Power LLC (1)	Equity method	See below	—		—
GM-FTAI Holdco LLC	Equity method	27%	—		—
Long Ridge West Virginia LLC	Equity method	See below	—		116
Pyroplast Energy LTD	Equity method	46.8%	21,726		22,243
GM-FTAI Holdco LLC	Equity method	See below	—		—
			$	21,726	$	22,243
Clean Planet Energy USA LLC	Equity method	50.0%	19,642		12,413
The Wheeling Corporation	Equity method	100.0%	1,112,739		—
			$	1,132,381	$	12,529

(1) The carrying value of $(18.2) million as of December 31, 2024 is included in Other liabilities in the Consolidated Balance Sheet. As of September 30, 2025, Long Ridge Energy & Power LLC was consolidated as we own 100% interest.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Intermodal Finance I, Ltd.	$	—	$	1050	$	50	$	31
Long Ridge Energy & Power LLC	—		(410,~~350)~~899		~~10,899~~		~~(18,172)~~
Long Ridge West Virginia LLC	—		(~~6,124~~311)		~~(311)~~		~~(6,675)~~
GM-FTAI Holdco LLC	—		(35,~~538~~215)		~~(7,110)~~		~~(13,168)~~
Clean Planet Energy USA LLC	~~(85)~~—		(~~306~~109)		~~(294)~~		~~(1,014)~~
The Wheeling Corporation	3,013		—		3,013		—
Pyroplast Energy LTD	(518)		—
Total	$	~~2,928~~(518)	$	~~(14~~5,~~308)~~314	$	~~6,247~~	$	~~(38,998)~~

~~Equity Method Investments~~15

Intermodal Finance I, Ltd.

In 2012, we acquired a 51% non-controlling interest in Intermodal Finance I, Ltd. (“Intermodal”). Intermodal is governed by a board of directors, and its shareholders have voting rights through their equity interests. As such, Intermodal is not within the scope of ASC 810-20 and should be evaluated for consolidation under the voting interest model. Due to the existence of substantive participating rights of the 49% equity investor, including the joint approval of material operating and capital decisions, such as material contracts and capital expenditures consistent with ASC 810-10-25-11, we do not have unilateral rights over this investment and, therefore, we do not consolidate Intermodal but account for this investment in accordance with the equity method. We do not have a variable interest in this investment as none of the criteria of ASC 810-10-15-14 were met.

On February 28, 2025, the Company sold the remaining assets in Intermodal. The related gain was recorded in Other income in the Consolidated Statements of Operations during the three and nine months ended September 30, 2025.

Long Ridge Energy & Power LLC

In December 2019, Ohio River Partners Shareholder LLC (“ORP”), a wholly owned subsidiary, contributed its equity interests in Long Ridge into Long Ridge Energy & Power LLC and sold a 49.9% interest (the “Long Ridge Transaction”) for $150 million in cash, plus an earn out. Following the sale, we deconsolidated ORP, which held the assets of Long Ridge.

In addition to our equity method investment, in October 2022, we entered into a shareholder loan agreement maturing on October 15, 2023 and accruing paid-in-kind (“PIK”) interest at a 13% rate. During 2023, the maturity date was extended to May 1, 2032. As of December 31, 2024, $114.8 million was recorded as part of the Long Ridge investment in Other liabilities on the Consolidated Balance Sheet. On February 26, 2025, the shareholder loan was consolidated and eliminated in consolidation.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

GM-FTAI Holdco LLC

In September 2021, we acquired 1% of the Class A shares and 50% of the Class B shares of GM-FTAI Holdco LLC for $52.5 million. GM-FTAI Holdco LLC owns a 100% interest in Gladieux Metals Recycling LLC (“GMR”) and Aleon Renewable Metals LLC (“Aleon”). GMR specializes in recycling spent catalyst produced in the petroleum refining industry.

Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location will collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market. Aleon and GMR are governed by separate boards of directors. Our ownership of Class A and B shares in GM-FTAI Holdco LLC provides us with 1% and 50% economic interest in GMR and Aleon, respectively. We account for our investment in GM-FTAI Holdco LLC as an equity method investment as we have significant influence through our ownership of Class A and Class B shares of GM-FTAI Holdco LLC.

On June 15, 2022, we exchanged our Class B shares which gave us economic interest in Aleon for an additional 20% interest in Class A shares. In addition, we also terminated our credit agreements with GMR and Aleon in exchange for an approximate 8.5% of additional interest in Class A shares of GM-FTAI Holdco LLC. As a result of these exchange transactions, we own approximately 27% of GM-FTAI Holdco LLC, which owns 100% of both GMR and Aleon.

During the year ended December 31, 2024, GM-FTAI Holdco LLC was impacted by severe weather which damaged its facilities and impacted production capabilities. Additionally, GM-FTAI Holdco LLC continues to generate operating losses and has not achieved expected results. Therefore, the Company determined that the equity value should be fully written off of the Consolidated Balance Sheet as of December 31, 2024.

For the year ended December 31, 2024, the Company also determined that its note receivable from GM-FTAI Holdco LLC should be impaired due to the investment continuing to generate operating losses and not achieving expected results.

During the nine months ended September 30, 2025, there was an impairment of $1.4 million for contributions made in excess of losses recorded to Equity in earnings (losses) of unconsolidated entities in the Consolidated Statements of Operations.

Clean Planet Energy USA LLC

In November 2021, we acquired 50% of the Class A shares of Clean Planet Energy USA LLC (“CPE” or “Clean Planet”) with an initial investment of $1.0 million. CPE intends on building waste plastic-to-fuel plants in the United States. The plants will convert various grades of non-recyclable waste plastic to renewable diesel in the form of jet fuel, diesel, naphtha, and low sulfur fuel oil. We account for our investment in CPE as an equity method investment as we have significant influence through our ownership of Class A shares.

Long Ridge West Virginia LLC

In November 2023, we sold a 49.9% interest in Long Ridge West Virginia LLC (“Long Ridge WV”), previously a wholly owned subsidiary, for $7.5 million in cash. Long Ridge WV is a VIE as defined under U.S. GAAP, but we are not the primary beneficiary. Following the sale, we no longer had a controlling interest in Long Ridge WV, but we still maintained significant influence through our retained interest and accounted for this investment in accordance with the equity method.

On February 19, 2025, Long Ridge Energy & Power LLC completed a comprehensive refinancing of its business. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 25, 2025 for further information on the refinancing. As part of the refinancing, Long Ridge WV, a company owned by the Company and GCM in the same proportion as Long Ridge, was contributed to Long Ridge Energy LLC, a 100% owned subsidiary of Long Ridge. Long Ridge WV was owned by Long Ridge Energy & Power LLC as of the date of the acquisition discussed above.

The Wheeling Corporation

On August 25, 2025, the Company acquired Wheeling and deposited 100% of the outstanding Wheeling capital stock into a voting trust (see Note 3 for further details). The Company recorded its investment in Wheeling under the equity method of accounting pending approval from the STB of the Company's application for control of Wheeling. We account for our investment in Wheeling as an equity method investment. The purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The preliminary measurement of assets and liabilities are subject to change.

As of September 30, 2025, we have recorded the carrying value of the investment in Investment - The Wheeling Corporation in the Consolidated Balance Sheets, which reflects the total of the consideration paid to acquire Wheeling, and the subsequent recognition of equity income, net of tax recorded in Equity in earnings (losses) of unconsolidated entities in the Consolidated Statements of Operations. As part of the transaction we bought out a finance lease due to a change in control provision at Wheeling. This was treated as a shareholder loan to Wheeling, but as we own 100% of Wheeling through the voting trust this is in substance an equity contribution into Wheeling and recorded in Investment in Wheeling as of September 30, 2025.

Upon final approval by the STB, the Company would obtain control of Wheeling and would account for its acquisition of Wheeling as a business combination using the acquisition method of accounting. As a result, the Company would be required to

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

remeasure the carrying value of its equity method investment in Wheeling to fair value, and any resulting change in the value of the investment in Wheeling would be recognized as a gain or loss in the Company’s Consolidated Statements of Income.

The tables below present summarized financial information for Wheeling:

	August 25, 2025 to September 30, 2025
Revenue		$	18,774
Expenses
Operating expenses		10,490
Depreciation and amortization		1,852
Total expenses		12,342
Total other income		124
Net income before tax		6,556
Provision for income taxes		1,371
Net income		$	5,185

Equity Investments

~~E-Circuit~~TimberHP ~~Motors~~Madison, ~~Inc.~~LLC

E-Circuit Motors Inc. (“ECM”) is a software company concentrating on the development and sale of printer circuit board stator motors and also utilizes proprietary software to develop and test such motors in a virtual environment. On ~~March~~February 62, ~~2024~~2026, the Company invested $5.0 million ~~for~~in ~~166,667~~TimberHP ~~shares of Series D preferred equity~~Madison, asLLC ~~well~~(“TimberHP”) as ~~166,667~~a ~~warrants~~Secured ofPromissory ~~common stock at $0~~Note.01 ~~per share in ECM.~~ The ~~preferred~~note ~~shares~~matures ~~are convertible to common shares at the option of the investor~~ on aFebruary ~~one-for-one~~2, ~~basis.~~2028 ~~We do not exercise significant influence over the investment~~ and ~~will~~has ~~record~~a ~~the~~current ~~preferred~~annual ~~share~~interest ~~investment~~rate ~~as an equity security. The warrants are exercisable only if certain conditions are met over the next two years after the date~~ of ~~the investment~~5%. The ~~warrants~~interest ~~will~~is bedue ~~accounted~~at ~~for as equity securities~~maturity.

~~The value of the Series D preferred equity and warrants as of the date of investment were determined to be $2~~6.5 INTANGIBLE ~~million each~~ASSETS, based on relative fair value. ECM is a private company with no readily determinable fair values; if additional third-party information becomes available we will adjust the value of the investments accordingly. As of September 30, 2025, the investment of $5.0 million was recorded in Other assets on the Consolidated Balance Sheet.NET

Intangible assets, net are summarized as follows:

7. INTANGIBLE ASSETS, NET


	March 31, 2026
	Power and Gas		Railroad		Total
Customer relationships	$	1,000	$	60,000	$	61,000
Less: Accumulated amortization	(73)		(18,757)		(18,830)
Total intangible assets, net	$	927	$	41,243	$	42,170

			September 30, 2025
	December 31, 2025
	Power and Gas		~~Power and Gas~~Railroad		~~Railroad~~Total		~~Total~~
Customer relationships	$	1,000	$	160,000	$	6061,000	$	~~61,000~~
Less: Accumulated amortization	(56)		(3917,771)		(1617,~~763~~827)		~~(16,802)~~
Total intangible assets, net	$	944	$	~~961~~42,229	$	43,~~237~~173	$	~~44,198~~

	December 31, 2024
	Jefferson Terminal		Railroad		Total
Customer relationships	$	35,513	$	60,000	$	95,513
Less: Accumulated amortization	(35,513)		(13,771)		(49,284)
Total intangible assets, net	$	—	$	46,229	$	46,229

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Amortization of customer relationships	$	1,~~025~~003	$	~~1,600~~996	$	~~3,031~~	$	~~5,371~~

26As of March 31, 2026, estimated net annual amortization of intangibles is as follows:


Remainder of 2026	$	3,050
2027	4,067
2028	4,067
2029	4,067
2030	4,067
Thereafter	22,852
Total	$	42,170

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~As of September 30~~7. DEBT, ~~2025, estimated net annual amortization of intangibles is as follows:~~NET

Our debt, net is summarized as follows:

Remainder of 2025	$	1,017
				Outstanding Borrowings
2026	4,067
	Stated Interest Rate		Maturity Date	March 31, 2026		December 31, 2025
2027	4,067
Loans payable
2028	4,067
DRP DB Term Loan (2)	8.50%		11/30/26	$	108,342	$	105,828
2029	4,067
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
Thereafter	26,913
Term Loan Credit Agreement (1)	9.75%		2/1/28	1,315,014		—
Total	$	44,198
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	15.75%		6/7/26	14,734		22,371
Long Ridge GCM Note	12.00%		2/26/28	20,000		20,000
Long Ridge CanAm Loan	6.75%		9/13/29	115,200		115,200
Long Ridge Credit Agreement	(i) Base Rate + 3.50%; or(ii) Base Rate + 4.50% (Term SOFR)		2/19/32	396,000		397,000
Total loans payable				2,083,090		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	139,214		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	339,532		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	379,021		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	297,125		297,087
Senior Notes due 2032	8.75%		2/15/32	600,000		600,000
Total bonds payable				1,754,892		1,764,538
Total debt				3,837,982		3,796,031
Less: Debt issuance costs				(24,832)		(21,858)
Total debt, net				$	3,813,150	$	3,774,173
Principal debt due within one year				$	25,649	$	66,987
Less: Debt issuance costs				(216)		(1,549)
Total principal debt, net due within one year				$	25,433	$	65,438

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

8. DEBT, NET

			Outstanding Borrowings
	Stated Interest Rate	Maturity Date	September 30, 2025		December 31, 2024
Loans payable
DRP Revolver (1)	(i) Base Rate + 3.00%; or(ii) Base Rate + 4.00% (Term Secured Overnight Financing Rate (“SOFR”))	11/5/26	$	—	$	44,250
DRP DB Term Loan	8.50%	11/30/26	103,325		—
Bridge Loan Credit Agreement	(i) Base Rate + 3.00%; or(ii) Base Rate + 4.00% (Adjusted Term SOFR)	8/24/26	1,250,000		—
EB-5 Loan Agreement	5.75%	(i) 1/25/27(ii) 3/10/27(iii) 11/16/27	63,800		63,800
Jefferson Credit Agreement October 2024 (2)	(i) Base Rate + 3.00%; or(ii) Base Rate + 4.00% (Term SOFR)	7/18/25	—		49,056
Jefferson Credit Agreement June 2025	(i) Base Rate + 3.00%; or(ii) Base Rate + 4.00% (Term SOFR)	12/15/25	30,000		—
Long Ridge Acquiom Loan	15.75%	6/7/26	37,684		—
Long Ridge GCM Note	12.00%	2/26/28	20,000		—
Long Ridge CanAm Loan	6.75%	9/13/29	115,200		—
Long Ridge Credit Agreement	(i) Base Rate + 3.50%; or(ii) Base Rate + 4.50% (Term SOFR)	2/19/32	398,000		—
Total loans payable			2,018,009		157,106
Bonds payable
Series 2020 Bonds (2)	(i) Tax Exempt Series 2020A Bonds: 3.625%(ii) Tax Exempt Series 2020A Bonds: 4.00%	(i) 1/1/35(ii) 1/1/50	140,713		143,165
Series 2021 Bonds (2)	(i) Tax Exempt Series 2021A Bonds: 1.875% to 3.00%(ii) Taxable Series 2021B Bonds: 4.100%	(i) 1/1/26 to 1/1/50(ii) 1/1/28	347,930		352,685
Series 2024 Bonds (2)	(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	377,923		368,513
Series 2025 Bonds (2)	(i) Tax Exempt Series 2025 Bonds: 6.375% (ii) Tax Exempt Series 2025 Bonds: 6.625%	(i) 1/1/35(ii) 1/1/45	297,050		—
Senior Notes due 2027 (2)	10.50%	6/1/27	—		581,169
Senior Notes due 2032	8.75%	2/15/32	600,000		—
Total bonds payable			1,763,616		1,445,532
Total debt			3,781,625		1,602,638
Less: Debt issuance costs			(53,234)		(14,803)
Total debt, net			$	3,728,391	$	1,587,835
Principal debt due within one year			$	1,550,169	$	50,000
Less: Debt issuance costs			(35,408)		(1,406)
Total principal debt, net due within one year			$	1,514,761	$	48,594

________________________________________________________

(1) ~~Required~~Includes aan ~~quarterly~~unamortized ~~commitment~~discount ~~fee at a rate~~ of ~~1.000%~~$51,446 onand ~~the~~$36,313 ~~average~~at ~~daily unused portion~~March 31, as2026 ~~well as customary letter of credit fees~~ and ~~agency~~December 31, ~~fees~~2025, respectively.

(2) ~~Includes~~See andiscussion ~~unamortized~~in ~~discount~~Note 8 of ~~$14,529~~the ~~and~~Company’s ~~$33,557~~Annual atReport ~~September 30,~~on ~~2025~~Form ~~and~~10-K for the year ended December 31, ~~2024,~~2025 ~~respectively~~for extension options related to these debt obligations.

As(3) ofSee ~~September 30,~~below ~~2025~~discussion ~~and~~in ~~December 31,~~Note ~~2024,~~7 ~~the~~for ~~weighted~~details ~~average~~related ~~interest~~to ~~rates~~the onBackstop ~~our~~Agreement ~~short-term~~for ~~borrowings~~the ~~were~~Series ~~8.56%~~2024 ~~and 8~~Bonds.~~61%, respectively.~~

~~EB-5~~As of March 31, 2026 and EBDecember 31, 2025, the weighted average interest rates on our short-5term borrowings were 11.20% ~~Loan~~and ~~Agreement~~9.7%, ~~Extensions~~respectively.

On February 3, 2025, Jefferson Terminal exercised its option to extend the maturity of its EB-5 Loan Agreement and EB-5.2 Loan Agreement by one year to January 25, 2027 and March 10, 2027, respectively.17

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~Long~~June ~~Ridge~~2025 ~~Energy~~Jefferson &Credit ~~Power~~Agreement ~~LLC~~Extension ~~Senior Secured Notes due 2032, GCM Note, CanAm Loan~~ and ~~Credit Agreement~~Paydown

OnIn ~~May~~January 172026, ~~2024,~~Jefferson ~~Long~~Terminal ~~Ridge~~exercised WVits ~~entered~~option ~~into~~to aextend ~~new~~the ~~loan~~maturity ~~agreement~~of ~~with~~its ~~CanAm~~June ~~Pennsylvania~~2025 ~~Regional~~Jefferson ~~Center,~~Credit LPAgreement XIto ~~(“CanAm”).~~August ~~The transaction closed on September 13~~31, ~~2024~~2026. ~~CanAm~~In ~~has~~March ~~agreed~~2026, towe ~~provide~~used upa toportion ~~$115.2~~of ~~million~~the toTerm ~~Long~~Loan ~~Ridge~~Credit ~~WV.~~Agreement ~~This~~net ~~loan~~proceeds is(see below) to ~~mature~~repay onin ~~September~~full ~~13, 2029~~ and ~~has~~terminate athe ~~current~~June ~~interest rate of 6.75%. As of September 30,~~ 2025, ~~Long~~Jefferson ~~Ridge~~Credit ~~WV has fully drawn on the outstanding balance of the loan~~Agreement.

OnTerm ~~February~~Loan ~~19,~~Credit 2025, Long Ridge Energy LLC, a subsidiary of Long Ridge Energy & Power LLC, closed its private offering of $600.0 million aggregate principal amount of 8.750% senior secured notes due 2032 (the “Notes”). The Notes were issued at an issue price equal to 100.00% of principal, plus accrued interest from and including February 19, 2025. The Notes will mature on February 15, 2032. The Notes are jointly and severally guaranteed on a senior secured basis by Long Ridge Energy Generation LLC, a Delaware limited liability company (“PowerCo”), and Ohio GasCo LLC, a Delaware limited liability company (“GasCo”).Agreement

On February 1925, ~~2025~~2026, ~~Long~~we ~~Ridge~~ entered into a credit agreement to(the ~~borrow~~“Term ~~senior~~Loan Credit Agreement”), which provides for a $1.35 billion secured term ~~loans~~loan facility (the “~~New~~ Term ~~Loans~~Loan”). ~~for~~The anTerm ~~aggregate~~Loan ~~principal~~matures ~~amount~~on ofFebruary ~~$400.0~~1, ~~million.~~2028 ~~The~~and ~~New~~accrues ~~Term Loans bear~~ interest at ~~SOFR~~a ~~plus~~rate 4of 9.5075% per annum. ~~and~~On ~~mature on~~ February 1926, ~~2032~~2026, $1.3 ~~The~~billion ~~New~~of the Term ~~Loans~~Loan ~~are~~was ~~jointly~~funded, and ~~severally~~the ~~guaranteed~~remaining on$35.4 amillion ~~senior~~was ~~secured~~funded ~~basis~~on byMarch ~~PowerCo~~10, ~~and GasCo~~2026.

OnThe ~~February~~Company ~~26,~~used ~~2025,~~the ~~Long~~net ~~Ridge~~proceeds ~~Energy~~from &the ~~Power~~Term ~~LLC~~Loan ~~entered~~to ~~into~~repay ain ~~note~~full toall ~~borrow~~outstanding principal and interest (~~the~~together ~~“GCM~~with ~~Note”~~fees, expenses and other amounts owed in connection therewith) anunder ~~aggregate~~the ~~principal~~Bridge ~~amount~~Loan Credit Agreement and the June 2025 Jefferson Credit Agreement. We recognized a loss on extinguishment of debt of (i) $2039.05 million. ~~The~~from ~~GCM~~the ~~Note~~repayment ~~bears~~of ~~interest~~the atBridge ~~12.00%~~Loan ~~per~~Credit ~~annum~~Agreement and ~~matures~~(ii) on$6.4 ~~February~~million ~~26,~~from ~~2028~~the repayment of the June 2025 Jefferson Credit Agreement in connection with this transaction.

~~Refer~~In toconnection with the Term Loan, the Company’s ~~Form~~and ~~8-K~~certain ~~which~~of ~~was~~its ~~filed~~subsidiaries ~~with~~provided ~~the~~a ~~Securities~~first-priority ~~and~~security ~~Exchange~~interest ~~Commission~~in onsubstantially ~~February~~all 25of their respective assets, ~~2025~~subject ~~for~~to ~~additional~~customary ~~detail~~exceptions and exclusions.

~~Amendment~~We incurred $5.6 million of issuance costs related to ~~October~~the ~~2024~~Term ~~Jefferson~~Loan Credit Agreement.

~~On March 11, 2025, our~~ Jefferson Terminal ~~segment~~Backstop ~~amended its October 2024 Credit~~ Agreement for $50.0 million to include two options to extend the maturity date to (i) January 1, 2026 and subsequently to (ii) April 1, 2026. In May 2025, we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the October 2024 Jefferson Credit Agreement.

On March ~~2025~~16, ~~Repauno~~2026, ~~Credit~~Jefferson ~~Agreement~~Terminal signed a commitment letter for a Senior Secured Bridge Facility, pursuant to which the Company may, at its sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility. If utilized, the proceeds received would be required to be used to repurchase or redeem all outstanding Jefferson Taxable Series 2024B Bonds due July 1, 2026 to the extent that they have not been refinanced by long-term financing at that time.

OnWe ~~March~~were ~~11,~~in ~~2025,~~compliance ~~our Repauno segment entered into a credit agreement, providing for a $30.0 million term loan facility, which matures on July 18, 2025~~ with ~~the~~all ~~option~~debt tocovenants ~~extend the maturity date to April 1, 2026, and bears interest at the sum of 4.00% plus the SOFR~~ as ~~administered by the Federal Reserve Bank~~ of ~~New York. In May 2025~~March 31, ~~we completed an offering of Series 2025 Bonds (see below) and used a portion of the net proceeds to repay in full and terminate the March 2025 Repauno Credit Agreement~~2026.

~~May~~8. FAIR ~~2025~~VALUE ~~Long Ridge Credit Agreement~~MEASUREMENTS

On May 7, 2025, our Power and Gas segment entered into a credit agreement (“Long Ridge Acquiom Loan”) providing for a $40.0 million loan facility, which matures on June 7, 2026, and bears interest at 15.75%. On September 5, 2025, we paid down $4.3 million of the loan.

Series 2025 Bonds and DRP DB Term Loan

On May 28, 2025, certain subsidiaries within the Repauno segment, and the New Jersey Economic Development Authority, completed their previously announced offering of $300.0 million principal amount of Series 2025 Bonds (the “Tax Exempt Series 2025 Bonds”). Concurrently with the closing of the Tax Exempt Series 2025 Bonds, Repauno entered into a senior secured credit agreement for an aggregate principal amount of $100.0 million of Taxable Term Loan (the “DRP DB Term Loan”). Certain subsidiaries within the Repauno segment pledged certain assets in support of the Series 2025 Bonds and DRP DB Term Loan.

The Tax Exempt Series 2025 Bonds consist of:

•$150.0 million principal amount of Term Bonds maturing on January 1, 2035, and bearing interest at a fixed rate of 6.375% per annum, and

•$150.0 million principal amount of Term Bonds maturing on January 1, 2045, and bearing interest at a fixed rate of 6.625% per annum.

The DRP DB Term Loan will mature in 18 months from initial funding, and bear interest at a fixed rate of 8.50% per annum, with an option to PIK at 9.50%. Additionally, there was a $6.0 million Letter of Credit (“LOC”) issued to the Company in accordance with this transaction. The LOC was not drawn upon as of September 30, 2025.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on May 16, 2025 for additional detail.

Repauno used a portion of the net proceeds from the Series 2025 Bonds to repay the March 2025 Repauno Credit Agreement and pay for or reimburse the cost of development, construction and acquisition of certain facilities. The Company also used a portion of the net proceeds from the DRP DB Term Loan to repay the DRP Revolver and October 2024 Jefferson Credit

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Agreement in full. We recognized a loss on modification of debt of (i) $0.7 million from the repayment of the October 2024 Jefferson Credit Agreement, (ii) $2.6 million from the repayment of the March 2025 Repauno Credit Agreement and (iii) $0.7 million from the repayment of the DRP Revolver in connection with this transaction.

June 2025 Jefferson Credit Agreement

On June 30, 2025, our Jefferson Terminal segment entered into a credit agreement, providing for a $30.0 million term loan facility, which matures on December 15, 2025 with the option to extend the maturity date to August 31, 2026, and bears interest at the sum of 4.00% plus the SOFR as administered by the Federal Reserve Bank of New York.

Bridge Loan Credit Agreement

On August 25, 2025, in connection with the Wheeling Acquisition, the Company entered into a credit agreement (the “Bridge Loan Credit Agreement”), which provides for a 364-day, $1.25 billion secured bridge loan facility (the “Bridge Loan”). The Bridge Loan will mature on August 24, 2026 and accrue interest at the Adjusted SOFR, plus a margin of 4.00% per annum. The Company provided a first-priority security interest in substantially all of its assets, subject to customary exceptions and exclusions, to the Bridge Loan’s administrative agent. We incurred $36.0 million of issuance costs related to the Bridge Loan Credit Agreement.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 25, 2025 for additional detail.

Redemption of Senior Notes due 2027

On August 26, 2025, the Company redeemed all outstanding $600.0 million aggregate principal amount of its 10.500% Senior Secured Notes due 2027 at a redemption price equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest using a portion of the net proceeds from the Bridge Loan. We recognized a loss on extinguishment of debt of $55.2 million for the redemption of Senior Notes due 2027.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 25, 2025 for additional detail.

We were in compliance with all debt covenants as of September 30, 2025.

9. 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).

30Our note receivable of $13.6 million as of both March 31, 2026 and December 31, 2025, respectively, is related to CarbonFree, a business that develops technologies to capture carbon dioxide from industrial emissions sources. We elected the fair value option for this note receivable to better align the reported results with the underlying changes in the value of this note receivable, and record the balance of the note receivable in Other assets in the Consolidated Balance Sheets. The Company records interest income, which is included in Other income in the Consolidated Statements of Operations, on this note receivable using the contractual interest rate and classifies the note receivable as Level 2 within the fair value hierarchy.

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The following tables set forth our financial assets measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, by level within the fair value hierarchy. Assets measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

	Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
	September 30, 2025		September 30, 2025
	Total		Level 1		Level 2		Level 3		Valuation Technique
Assets
Cash and cash equivalents	$	34,722	$	34,722	$	—	$	—	Market
Restricted cash and cash equivalents	319,194		319,194		—		—		Market
Notes receivable	12,968		—		12,968		—		Market
Total assets	$	366,884	$	353,916	$	12,968	$	—
Liabilities
Derivative liabilities	$	(198,605)	$	—	$	(198,605)	$	—	Income
Warrant liabilities	(85,362)		—		—		(85,362)		Income
Total liabilities	$	(283,967)	$	—	$	(198,605)	$	(85,362)
	Fair Value as of		Fair Value Measurements Using Fair Value Hierarchy as of
	December 31, 2024		December 31, 2024
	Total		Level 1		Level 2		Level 3		Valuation Technique
Assets
Cash and cash equivalents	$	27,785	$	27,785	$	—	$	—	Market
Restricted cash and cash equivalents	119,511		119,511		—		—		Market
Notes receivable	11,893		—		11,893		—		Market
Total assets	$	159,189	$	147,296	$	11,893	$	—

Our notes receivable 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.

The fair value of our electricity derivative liabilities are estimated by applying the income approach, which is based on discounted projected future cash flows. 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.

Our cash and cash equivalents and restricted cash and cash equivalents consist largely of demand deposit accounts with maturities of 90 days or less when purchased that are considered to be highly liquid. These instruments are valued using inputs observable in active markets for identical instruments and are therefore classified as Level 1 within the fair value hierarchy.

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, ~~whose~~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 March 31, 2026 and December 31, 2025.

FIP RR Holdings LLC (“RR Holdings”), a subsidiary of the Company, issued warrants (“Series A Warrants - RailCo”) in connection with the Wheeling Acquisition, in which the fair value of the warrant liabilities was estimated using a Black-Scholes valuation model, which is considered to be a Level 3 fair value measurement. The fair value of the Series A Warrants - RailCo is based on the underlying shares of RR Holdings. These liabilities are presented within Warrant liabilities on the Consolidated Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value of $0.9 million for the three months ended March 31, 2026 presented within Other income in the Consolidated Statements of Operations. The following table presents the key inputs applied in the valuation of the warrant liabilities:

FTAI INFRASTRUCTURE INC.


	March 31, 2026	December 31, 2025
Number of units	172,500	172,500
Fair value at grant date ($ millions)	$85.8	$85.8
Strike price	$676.14	$761.05
Expected volatility	35.00%	35.00%
Risk free interest rate	3.8%	3.6%
Expected dividend yield	—%	—%
Expected term	2.5 years	2.8 years
Warrant fair value (per share)	$478.29	$473.04

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

The Company issued warrants in connection with the Wheeling Acquisition, in which the fair value of the warrant liabilities was estimated using a Black-Scholes valuation model, which is considered to be a Level 3 fair value measurement. These liabilities are presented within Warrant liabilities on the Consolidated Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value of $0.5 million for the three and nine months ended 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 as of September 30, 2025:

	August 25, 2025	September 30, 2025
Number of units	172,500	172,500
Fair value at grant date ($ millions)	$85.8	$85.4
Strike price	$857.75	$860.07
Expected volatility	35.00%	35.00%
Risk free interest rate	3.7%	3.6%
Expected dividend yield	—%	—%
Expected term	3.1 years	3.0 years
Warrant fair value (per share)	$497.58	$494.85

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, 2024	$	—
Beginning balance, December 31, 2025	$	(81,599)
Purchases and issuances	~~(85,832)~~—
Unrealized gains	470
Unrealized losses	(907)
Ending balance, September 30, 2025	$	(85,362)
Ending balance, March 31, 2026	$	(82,506)

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:

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Series 2020A Bonds (1)	$	~~113~~111,~~485~~630	$	~~122~~115,~~978~~979
Series 2021A Bonds (1)	~~118~~105,~~372~~604		~~121~~120,~~678~~448
Series 2021B Bonds (1)	~~179~~182,~~780~~198		~~179~~182,~~316~~630
Series 2024A Bonds (1)	~~159~~153,~~009~~371		~~167~~160,~~291~~802
Series 2024B Bonds (1)	~~219~~218,~~101~~380		222,~~609~~949
Series 2025 Bonds (1)	~~308~~312,~~384~~831		—309,285
Senior Notes due 2027	—		642,036
Senior Notes due 2032 (1)	630,894		638,880
Senior Notes due 2032	617,178		—
EB-5 Loan Agreement	23,860		25,536
EB-5 Loan Agreement	24,978		23,208
EB-5.2 Loan Agreement	9,011		9,529
EB-5.2 Loan Agreement	9,358		8,799
EB-5.3 Loan Agreement	25,525		25,315
EB-5.3 Loan Agreement	24,966		23,583

________________________________________________________

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

The fair value of all other items reported as Debt, net in the Consolidated Balance Sheets approximate their carrying values due to their bearing market rates of interest and are classified as Level 2 within the fair value hierarchy.19

We measure the fair value of certain assets on a non-recurring basis when U.S. GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill, intangible assets, property, plant and equipment and leasing equipment. We record such assets at fair value when it is determined the carrying value may not be recoverable. Fair value measurements for assets subject to impairment tests are based on an income approach which uses Level 3 inputs, which include our assumptions as to future cash flows from operation of the underlying businesses.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~10. DERIVATIVE~~The ~~FINANCIAL~~fair ~~INSTRUMENTS~~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.

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 ~~September~~March 3031, ~~2025~~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, ~~2026~~2028 and February 10, ~~2026~~2027, respectively.

~~Long~~Refer ~~Ridge entered into interest rate swaps~~ to ~~manage~~Note ~~our~~8 ~~exposure~~for to SOFR increases on the Long Ridge Credit Agreement. These derivatives are not designated as hedging instruments. The Company recognizes the unrealized and realized gain or loss in Interest expense on our ~~Consolidated Statements of Operations and recognizes the unrealized gain or loss in Change in~~ fair value measurement of ~~non-hedge~~ derivative infinancial ~~our Consolidated Statements of Cash Flows~~instruments.

~~Long~~The ~~Ridge~~following ~~entered~~table ~~into~~presents ~~natural~~information ~~gas~~related ~~price swaps~~ to ~~manage~~ our ~~exposure~~outstanding toderivative ~~natural~~contracts ~~gas prices at Long Ridge West Virginia. These derivatives are not designated~~ as ~~hedging instruments. The Company recognizes the unrealized and realized gain or loss in Revenue on our Consolidated Statements~~ of ~~Operations~~March 31, ~~and recognizes the unrealized gain or loss in Change in fair value of non-hedge derivative in our Consolidated Statements of Cash Flows.~~ 2026:

Refer to Note 2 for our accounting policies related to derivative financial instruments, and refer to Note 9 for our fair value measurement of derivative financial instruments.


	March 31, 2026
	Notional Amount	Fair Value of Assets		Fair Value of Liabilities		Term
Derivatives Designated as Cash Flow Hedges:
Electricity Swaps (MWh)	741,777	$	—	$	(208,873)	3 to 6 Years
Non-Hedge Derivative Instruments:
Interest Rate Swaps ($)	200,000	—		(65)		2 Years
Natural Gas Forward Prices (MMBtu)	2,425	246		—		0.1 Years
Total		$	246	$	(208,938)

	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)

~~The following table presents information related to our outstanding derivative contracts as of September 30, 2025:~~20

	September 30, 2025
	Notional Amount	Fair Value of Assets		Fair Value of Liabilities		Term
Derivatives Designated as Cash Flow Hedges:
Electricity Swaps (MWh)	807,115	$	—	$	(197,337)	3 to 6 Years
Non-Hedge Derivative Instruments:
Natural Gas Forward Prices (MMBtu)	2,425	—		(682)		0.5 Years
Interest Rate Swaps ($)	200,000	—		(586)		3 Years
Total		$	—	$	(198,605)

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

	Three Months Ended September 30, 2025
	Electricity Swaps		Interest Rate Swaps		Natural Gas Forward		Total
Beginning balance	$	(167,956)	$	(827)	$	—	$	(168,783)
Net unrealized gains (losses) recognized in earnings (1)	—		241		(682)		(441)
Unrealized losses recognized in other comprehensive loss	(29,381)		—		—		(29,381)
Ending balance	$	(197,337)	$	(586)	$	(682)	$	(198,605)
	Nine Months Ended September 30, 2025
	Electricity Swaps		Interest Rate Swaps		Natural Gas Forward		Total
Beginning balance	$	—	$	—	$	—	$	—
Acquisition of derivative	(197,795)		—		—		(197,795)
Payoff of hedge	67,005		—		—		67,005
Net unrealized losses recognized in earnings (1)	—		(586)		(682)		(1,268)
Unrealized losses recognized in other comprehensive loss	(66,547)		—				(66,547)
Ending balance	$	(197,337)	$	(586)	$	(682)	$	(198,605)

________________________________________________________

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~11. REVENUES~~The following table presents a summary of the changes in fair value for electricity swap, interest rate swap and natural gas forward derivatives:


	Three Months Ended March 31, 2026
	Electricity Swaps		Interest Rate Swaps		Natural Gas Forward		Total
Beginning balance	$	(222,894)	$	(432)	$	(171)	$	(223,497)


Net unrealized (losses) gains recognized in earnings (1)	(69)		367		417		715
Net realized losses settled in other comprehensive loss	26,196		—		—		26,196
Unrealized losses recognized in other comprehensive loss	(12,106)		—		—		(12,106)
Ending balance	$	(208,873)	$	(65)	$	246	$	(208,692)


	Three Months Ended March 31, 2025
	Electricity Swaps		Interest Rate Swaps		Total
Beginning balance	$	—	$	—	$	—
Acquisition of derivative	(197,795)		—		(197,795)
Payoff of hedge	67,005		—		67,005
Net unrealized losses recognized in earnings (1)	—		(292)		(292)
Net realized losses settled in other comprehensive loss	1,208		—		1,208
Unrealized losses recognized in other comprehensive loss	(24,050)		—		(24,050)
Ending balance	$	(153,632)	$	(292)	$	(153,924)

________________________________________________________

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

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 September 30, 2025
	Three Months Ended March 31, 2026
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Corporate and Other		Total
Lease income	$	~~402~~1,855	$	~~808~~640	$	—	$	—	$	—	$	12,~~210~~495
Rail revenues	4282,~~511~~023		—		—		—		~~395~~270		4282,~~906~~293
Terminal services revenues	—		2026,~~323~~678		21,~~954~~208		~~393~~422		—		2328,~~670~~308
Roadside services revenues	—		—		—		—		1412,~~529~~554		1412,~~529~~554
Power revenues	—		—		—		5645,~~517~~628		—		5645,~~517~~628
Gas revenues	—		—		—		115,~~724~~956		—		115,~~724~~956
Other revenue	—1,130		—		—		—		—		—1,130
Total revenues	$	4285,~~913~~008	$	2127,~~131~~318	$	21,~~954~~208	$	5862,~~634~~006	$	1412,~~924~~824	$	~~140~~188,~~556~~364
	Nine Months Ended September 30, 2025
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Corporate and Other		Total
Lease income	$	1,220	$	2,573	$	—	$	—	$	—	$	3,793
Rail revenues	126,464		—		—		—		908		127,372
Terminal services revenues	—		59,635		9,477		1,547		—		70,659
Roadside services revenues	—		—		—		—		40,722		40,722
Power revenues	—		—		—		110,307		—		110,307
Gas revenues	—		—		—		5,870		—		5,870
Other revenue	—		—		280		—		—		280
Total revenues	$	127,684	$	62,208	$	9,757	$	117,724	$	41,630	$	359,003

	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	526	$	787	$	—	$	—	$	1,313
Rail revenues	44,255		—		—		—		44,255
Terminal services revenues	—		18,895		3,951		—		22,846
Roadside services revenues	—		—		—		14,897		14,897
Total revenues	$	44,781	$	19,682	$	3,951	$	14,897	$	83,311
	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Corporate and Other		Total
Lease income	$	1,319	$	2,386	$	—	$	—	$	3,705
Rail revenues	135,412		—		—		—		135,412
Terminal services revenues	—		57,086		11,892		—		68,978
Roadside services revenues	—		—		—		42,638		42,638
Total revenues	$	136,731	$	59,472	$	11,892	$	42,638	$	250,733

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

As of September 30, 2025 and December 31, 2024, we recorded capitalized contract cost of $19.8 million and $23.5 million, of which $4.9 million and $4.9 million is included in Other current assets and $14.9 million and $18.6 million is 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 September 30, 2025 and 2024, and $3.7 million and $3.2 million of amortization, respectively, during the nine months ended September 30, 2025 and 2024, which is included in Operating expenses in the Consolidated Statements of Operations.


	Three Months Ended March 31, 2025
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Corporate and Other		Total
Lease income	$	457	$	880	$	—	$	—	$	—	$	1,337
Rail revenues	42,174		—		—		—		—		42,174
Terminal services revenues	—		18,569		3,810		326		—		22,705
Roadside services revenues	—		—		—		—		12,976		12,976
Power revenues	—		—		—		15,780		—		15,780
Gas revenues	—		—		—		1,188		—		1,188
Other revenue	—		—		1		—		—		1
Total revenues	$	42,631	$	19,449	$	3,811	$	17,294	$	12,976	$	96,161

~~During~~As ~~the~~of ~~three~~March 31, 2026 and ~~nine months ended September~~December 3031, 2025, ~~the~~we ~~Company~~recorded ~~recognized~~capitalized ~~revenue~~contract cost of $017.73 million and $118.86 million, ~~respectively,~~of ~~that~~which ~~was~~$4.7 million and $4.9 million are included in Other current assets and $12.6 million and $13.7 million are included in Other assets on the ~~deferred~~Consolidated ~~revenue~~Balance ~~balance~~Sheets, atrespectively. Capitalized contract cost is amortized using the ~~beginning~~straight-line method, over the expected contract term. We recorded $1.2 million of amortization during both the ~~year~~three months ended March 31, 2026 and 2025, which is included in Operating expenses in the Consolidated Statements of Operations.

1211. 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 ~~September~~March 3031, ~~2025~~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 ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, we issued ~~2,825~~984 shares of common stock to a certain ~~directors~~director as compensation.

Stock Options

In connection with our February 2025 offering of Series B Preferred ~~stock~~Stock ("Convertible Preferred Stock") (see Note 1715), 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.

During the nine months ended September 30, 2025, certain directors and officers exercised 1,907,174 options at a weighted average exercise price of $2.49 and received a net 1,537,206 shares of common stock.

Subsidiary Stock-Based Compensation

During the three months ended March 31, 2026, we issued restricted shares of our subsidiary that had a grant date fair value of $0.5 million and generally vest over three years. These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. 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 September 30,				Expense Recognized During the Nine Months Ended September 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	Expense Recognized During the Three Months Ended March 31,						Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2025		2024		2025		2024
	2026		2025
Restricted shares	$	~~118~~1,681	$	~~103~~70	$	~~258~~	$	~~282~~	$	~~787~~5,260	10.28
Common units	~~354~~447		~~547~~358		~~1,070~~		~~1,127~~		12,~~250~~226		01.61
Total	$	~~472~~2,128	$	~~650~~428	$	~~1,328~~	$	~~1,409~~	$	27,~~037~~486

Restricted Stock Units to Subsidiary Employees

During the ~~year~~three months ended ~~December~~ March 31, ~~2023~~2026, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $16.91 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. This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021. During the year ended December 31, 2024, we issued additional RSUs of our common stock that had a grant date fair value of $1.9 million. During the quarter ended September 30, 2025, we issued additional RSUs of our common stock that had a grant date fair value of $0.4 million.

3522

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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

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 September 30,				Expense Recognized During the Nine Months Ended September 30,				Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	Expense Recognized During the Three Months Ended March 31,						Remaining Expense To Be Recognized, If All Vesting Conditions Are Met		Weighted Average Remaining Contractual Term (in years)
	2025		2024		2025		2024
	2026		2025
Restricted stock units	$	18,~~050~~844	$	~~1,979~~810	$	~~2,339~~	$	~~5,264~~	$	~~660~~7,066	01.43
Total	$	18,~~050~~844	$	~~1,979~~810	$	~~2,339~~	$	~~5,264~~	$	~~660~~7,066

1312. ~~RETIREMENT~~INCOME ~~BENEFIT PLANS~~TAXES

WeTaxable ~~established~~income aor ~~defined~~loss ~~benefit~~generated ~~pension~~by ~~plan~~us asand ~~well~~our ascorporate asubsidiaries ~~postretirement~~is ~~benefit~~subject ~~plan~~ to ~~assume~~U.S. ~~certain~~federal ~~retirement~~and ~~benefit~~state ~~obligations~~corporate ~~related~~income totax ~~eligible~~in ~~Transtar~~locations ~~employees~~where they conduct business.

Defined Benefit Pensions

Our underfunded pension plan is a tax qualified plan, and we will make contributions accordingly. Our pension plan covers certain eligible Transtar employees and is noncontributory. Pension benefits earned are generally based on years of service and compensation during active employment.

Postretirement Benefits

Our unfunded postretirement plan provides healthcare and life insurance benefits for eligible retirees and dependents of Transtar. Depending on retirement date and employee classification, certain healthcare plans contain contribution and cost-sharing features such as deductibles and co-insurance. The remaining healthcare and life insurance plans are non-contributory. In the second quarter of 2024, we amended our postretirement benefit plan to change benefits provided to certain employees. The amendment and related remeasurement resulted in a decrease of the liability by $28.2 million with a corresponding adjustment to accumulated other comprehensive loss.

The following table summarizes our retirement benefit plan costs (benefits). Service costs are recorded in Operating expenses, while other net costs are recorded in Other income within the Consolidated Statements of Operations.

	Three Months Ended September 30,
	2025				2024
	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	$	375	$	85	$	406	$	82
Interest costs	215		79		212		78
Expected return on plan assets	(79)		—		(50)		—
Amortization of prior service costs	2		(561)		—		(341)
Amortization of actuarial gains	—		—		3		(198)
Total	$	513	$	(397)	$	571	$	(379)
	Nine Months Ended September 30,
	2025				2024
	Pension Benefits		Postretirement Benefits		Pension Benefits		Postretirement Benefits
Service costs	$	1,125	$	255	$	1,153	$	718
Interest costs	645		237		519		623
Expected return on plan assets	(237)		—		(151)		—
Amortization of prior service costs	6		(1,431)		—		(615)
Amortization of actuarial gains	—		(252)		(3)		(309)
Total	$	1,539	$	(1,191)	$	1,518	$	417

The total employer contributions for the nine months ended September 30, 2025 and 2024 were $2.8 million and $1.5 million, respectively, and the expected remaining scheduled employer contributions for the year ending December 31, 2025 is $— million.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

14. INCOME TAXES

The current and deferred components of the income tax provision (benefit) included in the Consolidated Statements of Operations are as follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Current:
State and local	$	(149)	$	214	$	587	$	793
Total current (benefit) provision	(149)		214		587		793
Deferred:
Federal	2,638		(208)		(18,179)		3
State and local	2,592		(98)		(17,889)		1,184
Total deferred provision (benefit)	5,230		(306)		(36,068)		1,187
Provision for (benefit from) income taxes	$	5,081	$	(92)	$	(35,481)	$	1,980

Taxable income or loss generated by us and our corporate subsidiaries by our corporate subsidiaries is subject to U.S. federal, state and foreign 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 ~~state taxes and~~ the ~~valuation allowances against a significant portion of the deferred~~ tax ~~assets of our corporate subsidiaries. The tax~~ benefit ~~for~~associated ~~the~~with ~~nine months ended September 30, 2025 included a partial release of our valuation allowance and a reclassification of~~ the ~~taxes~~current ~~from~~year ~~Accumulated~~net ~~other comprehensive~~ loss inof ~~the~~certain ~~Consolidated~~subsidiaries ~~Balance~~that ~~Sheet~~has tobeen ~~Provision~~offset ~~for~~by ~~(benefit~~a ~~from)~~corresponding ~~income~~increase ~~taxes~~ in the ~~Consolidated~~valuation ~~Statements~~allowance ofrecorded ~~Operations~~against ~~resulting~~deferred ~~from~~tax ~~the acquisition of Long Ridge Energy & Power LLC in February 2025~~assets.

As of and for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~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, ~~local~~ and ~~foreign~~local income tax examinations by tax authorities. Generally, we are not subject to examination by taxing authorities for tax years prior to ~~2021~~2022. ~~We do not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly change within 12 months of the reporting date of September 30, 2025.~~

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant ~~provisions,~~changes ~~such~~to as the ~~permanent~~U.S. ~~extension~~federal oftax ~~certain~~law, ~~expiring~~such ~~provisions~~as ofan ~~the~~elective ~~Tax~~deduction ~~Cuts~~for ~~and~~domestic ~~Jobs~~research ~~Act~~and ofexperimental ~~2017~~expenditures, ~~modifications~~and changes to ~~the~~interest ~~international~~expense ~~tax~~limitations ~~framework~~under ~~and~~Section ~~the~~163(j). ~~restoration~~We ofhave ~~favorable~~incorporated ~~tax~~these ~~treatment~~amendments ~~for~~into ~~certain~~the ~~business~~income ~~provisions.~~tax Weprovision ~~are~~which ~~currently~~did ~~assessing~~not ~~its~~have ~~potential~~a material impact on ~~our~~the ~~consolidated~~Company’s ~~financial~~effective ~~statements~~tax rate.

1513. 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.

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 stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock 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.

3723

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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 isare 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 September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Management fee	$	34,~~782~~092	$	2,~~807~~542	$	~~10,004~~	$	~~8,584~~
Income incentive fee	—		—		—		—
Capital gains incentive fee	—		—		—		—
Total	$	34,~~782~~092	$	2,~~807~~542	$	~~10,004~~	$	~~8,584~~

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.

The following table summarizes our reimbursements to the Manager:

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Classification in the Consolidated Statements of Operations:
General and administrative	$	1,~~433~~481	$	1,~~167~~692	$	~~4,702~~	$	~~3,598~~
Acquisition and transaction expenses	~~962~~762		~~298~~663		~~2,480~~		~~869~~
Total	$	2,~~395~~243	$	12,~~465~~355	$	~~7,182~~	$	~~4,467~~

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).

38Upon the successful completion of an offering of our common stock or other equity securities (including securities issued as consideration in an acquisition), we grant the Manager options to purchase common stock in an amount equal to 10% of the number of common stock being sold in the offering (or if the issuance relates to equity securities other than our common stock, options to purchase an amount of common stock equal to 10% of the gross capital raised in the equity issuance divided by the fair market value of our common stock as of the date of issuance), with an exercise price equal to the offering price per share

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

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 1715. 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~~Stock as discussed in Note 1715.

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

	September 30, 2025		December 31, 2024
	March 31, 2026		December 31, 2025
Accrued management fees	$	104,~~004~~092	$	512,~~541~~172
Other payables	74,~~182~~048		49,~~047~~181

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, there were no receivables from the Manager.

Other Affiliate Transactions

As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~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 ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 was $(~~152~~176.34) million and $(~~119~~162.58) million, respectively. In April 2024, we made a pro-rata distribution of $15.0 million to the non-controlling interest holders of our Jefferson Terminal segment.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2025		2024		2025		2024
	2026		2025
Non-controlling interest share of net loss	$	(1113,~~162~~679)	$	(911,~~700~~084)	$	~~(32,826)~~	$	~~(31,339)~~

In October 2022, we entered into a shareholder loan agreement with Long Ridge. Refer to Notes 32 and 65 for additional information.

The Company subleases a portion of office space from an entity controlled by certain employees of the Manager since February 2023. For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, the Company incurred approximately $0.46 million and $0.41 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.

1614. 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. The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, as well as an equity method investment in Wheeling, which has two freight railroads that provide freight transportation to its customers. The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets. The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities. The Power and Gas segment is comprised of Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation. The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.

39Adjusted EBITDA is defined as net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, gains (losses) on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock. Additionally, Corporate and Other includes an investment in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries. As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment. As the chief operating decision maker (“CODM”) focuses on Transtar, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results. Due to the immateriality of the results of KRS, we will apply this change prospectively.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The CODM evaluates investment performance for each reportable segment primarily based on Adjusted EBITDA. Our company’s CODM is our Chief Executive Officer, who uses Adjusted EBITDA as it serves as a consistent measure for comparing profitability between periods and across segments, independent of each segment’s capital structure, which may vary materially, and because it neutralizes one-time or other non-operational items. Decisions regarding resource allocation are made based on Adjusted EBITDA performance, together with other relevant factors, including but not limited to, market dynamics, growth opportunities and expected future performance.

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

We believe that net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S. GAAP.

4025

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 ~~September~~March 3031, ~~2025~~2026

	Three Months Ended September 30, 2025
	Three Months Ended March 31, 2026
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	4285,~~913~~008	$	2127,~~131~~318	$	21,~~954~~208	$	5862,~~634~~006	$	—	$	1412,~~924~~824	$	~~140~~188,~~556~~364
Expenses
Operating expenses	2246,~~562~~764		1625,~~400~~813		56,~~724~~306		1527,~~111~~775		—		1513,~~188~~736		74120,~~985~~394
General and administrative	—		—		—		—		—		3,~~202~~554		3,~~202~~554
Acquisition and transaction expenses	~~(459)~~1,608		—		~~998~~—		~~162~~801		—		24,~~520~~411		36,~~221~~820
Management fees and incentive allocation to affiliate	—		—		—		—		—		34,~~782~~092		34,~~782~~092
Depreciation and amortization	519,~~151~~487		11,~~358~~987		2,~~489~~583		1516,~~568~~376		—		~~247~~258		3450,~~813~~691
Total expenses	2767,~~254~~859		2737,~~758~~800		98,~~211~~889		3044,~~841~~952		—		2426,~~939~~051		~~120~~185,~~003~~551
Other income (expense)
Other (expense) income
Equity in earnings (losses) of unconsolidated entities	3,013		—		—		—		(85)		—		2,928
Equity in losses of unconsolidated entities	—		—		—		—		(518)		—		(518)
Gain on sale of assets, net	28		—		—		—		—		—		28
Gain (loss) on sale of assets, net	7		—		—		(573)		—		—		(566)
Gain (loss) on modification or extinguishment of debt	—		13		—		(47)		—		(55,174)		(55,208)
Loss on modification or extinguishment of debt	—		(6,429)		—		—		—		(39,485)		(45,914)
Interest expense	(801,499)		(1716,~~064~~235)		(31,~~012~~951)		(2723,~~956~~666)		—		(2539,~~200~~136)		(7382,~~312~~487)
Other income	881		499		2,761		776		564		73		5,554
Other (expense) income	(514)		807		1,076		1,968		737		(1,090)		2,984
Total other income (expense)	3,842		(16,552)		(251)		(27,227)		479		(80,301)		(120,010)
Total other (expense) income	(2,006)		(21,857)		(875)		(22,271)		219		(79,711)		(126,501)
Income (loss) before income taxes	1915,~~501~~143		(2332,~~179~~339)		(68,~~508~~556)		~~566~~(5,217)		~~479~~219		(9092,~~316~~938)		(99123,~~457~~688)
Provision for (benefit from) income taxes	4,040		(39)		19		—		—		1,061		5,081
Provision for income taxes	3,298		212		—		—		—		13		3,523
Net income (loss)	1511,~~461~~845		(2332,~~140~~551)		(68,~~527~~556)		~~566~~(5,217)		~~479~~219		(9192,~~377~~951)		(~~104~~127,~~538~~211)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries - common stockholders	25		(11,162)		(360)		—		—		—		(11,497)
Less: Net (loss) income attributable to non-controlling interests in consolidated subsidiaries - common stockholders	(162)		(13,679)		(391)		(46)		—		18		(14,260)
Less: Preferred dividends and accretion on redeemable non-controlling interests	1237,~~487~~221		—		—		—		—		—		1237,~~487~~221
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		12,824		12,824
Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	(25,214)	$	(18,872)	$	(8,165)	$	(5,171)	$	219	$	(92,969)	$	(150,172)
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	2,949	$	(11,978)	$	(6,167)	$	566	$	479	$	(104,201)	$	(118,352)

4126

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 stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock:

	Three Months Ended September 30, 2025
	Three Months Ended March 31, 2026
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	2940,~~128~~233	$	1114,~~024~~437	$	~~660~~(2,321)	$	3526,~~742~~411	$	~~479~~219	$	(68,~~102~~387)	$	70,~~931~~592
Add: Non-controlling share of Adjusted EBITDA	~~141~~310		610,~~933~~040		~~409~~282		—260		—		—14		710,~~483~~906
Add: Equity in earnings (losses) of unconsolidated entities	3,013		—		—		—		(85)		—		2,928
Add: Equity in losses of unconsolidated entities	—		—		—		—		(518)		—		(518)
Less: Interest and other costs on pension and OPEB liabilities	~~265~~180		—		—		—		—		—		~~265~~180
Less: Dividends and accretion of redeemable preferred stock	(1237,~~487~~221)		—		—		—		—		~~(12,824)~~—		(2537,~~311~~221)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities	~~(8,408)~~—		—		—		—		85518		—		~~(8,323)~~518
Less: Interest expense	(801,499)		(1716,~~064~~235)		(31,~~012~~951)		(2723,~~956~~666)		—		(2539,~~200~~136)		(7382,~~312~~487)
Less: Depreciation and amortization expense	(519,~~151~~487)		(1213,~~591~~220)		(2,~~489~~583)		(6,~~330~~140)		—		(~~247~~258)		(2641,~~808~~688)
Less: Incentive allocations	—		—		—		—		—		—		—
Less: Asset impairment charges	—		—		—		—		—		—		—
Less: Changes in fair value of non-hedge derivative instruments	~~470~~(906)		—		—		~~(681)~~348		—		—		(~~211~~558)
Less: Gains (losses) on the modification or extinguishment of debt and capital lease obligations	—		13		—		(47)		—		(55,174)		(55,208)
Less: Losses on the modification or extinguishment of debt and capital lease obligations	—		(6,429)		—		—		—		(39,485)		(45,914)
Less: Acquisition and transaction expenses	~~459~~(1,608)		—		~~(998)~~—		(~~162~~801)		—		(24,~~520~~411)		(36,~~221~~820)
Less: Equity-based compensation expense	(~~354~~447)		(~~332~~7,253)		(~~718~~1,592)		—(1,583)		—		(~~118~~103)		(110,~~522~~978)
Less: (Provision for) benefit from income taxes	(43,~~040~~298)		39(212)		~~(19)~~—		—		—		(~~1,061~~13)		(53,~~081~~523)
Less: Other non-recurring items	(71,471)		—		—		—		—		(~~955~~1,190)		(~~962~~2,661)
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	2,949	$	(11,978)	$	(6,167)	$	566	$	479	$	(104,201)	$	(118,352)
Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	(25,214)	$	(18,872)	$	(8,165)	$	(5,171)	$	219	$	(92,969)	$	(150,172)

4227

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

II. ~~For~~Three ~~the Nine~~ Months Ended ~~September~~March 3031, 2025

	Nine Months Ended September 30, 2025
	Three Months Ended March 31, 2025
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	~~127~~42,~~684~~631	$	6219,~~208~~449	$	93,~~757~~811	$	~~117~~17,~~724~~294	$	—	$	4112,~~630~~976	$	~~359~~96,~~003~~161
Expenses
Operating expenses	6722,~~631~~939		5118,~~512~~094		176,~~839~~666		376,~~448~~311		2—		4213,~~033~~035		~~216~~67,~~465~~045
General and administrative	—		—		—		—		—		125,~~177~~113		125,~~177~~113
Acquisition and transaction expenses	~~2,417~~93		68(1)		~~3,294~~316		21,~~628~~069		—		72,~~033~~038		153,~~440~~515
Management fees and incentive allocation to affiliate	—		—		—		—		—		102,~~004~~542		102,~~004~~542
Depreciation and amortization	155,~~216~~086		3311,~~888~~240		72,~~479~~496		366,~~676~~090		—		~~564~~100		9325,~~823~~012
Asset impairment	4,401		—		—		—		—		—		4,401
Total expenses	28,118		29,333		9,478		13,470		—		22,828		103,227
Total expenses	89,665		85,468		28,612		76,752		2		71,811		352,310
Other income (expense)
Equity in earnings (losses) of unconsolidated entities	~~3,013~~—		—		—		10,588		(75,~~404~~324)		50		65,~~247~~314
(Loss) gain on sale of assets, net	(96124)		—		—		119,952		—		—		119,~~856~~828
Loss on modification or extinguishment of debt	—		(~~736~~7)		~~(3,324)~~—		~~(47)~~—		—		~~(55,174)~~—		(~~59,281~~7)
Interest expense	(~~331~~139)		(4916,~~688~~624)		(41,~~530~~518)		(619,~~760~~017)		—		(5915,~~319~~814)		(~~175~~43,~~628~~112)
Other income	~~1,668~~388		~~2,507~~726		~~2,864~~—		32,~~361~~240		~~1,829~~339		70—		123,~~299~~693
Total other income (expense)	~~4,254~~125		(4715,~~917~~905)		(41,~~990~~518)		72123,~~094~~763		(54,~~575~~985)		(~~114~~15,~~373~~764)		~~(96~~85,~~507)~~716
Income (loss) before income taxes	4214,~~273~~638		(7125,~~177~~789)		(237,~~845~~185)		~~113~~127,~~066~~587		(54,~~577~~985)		(~~144~~25,~~554~~616)		~~(89~~78,~~814)~~650
Provision for (benefit from) income taxes	~~5,620~~812		~~720~~423		5612		(42,457)		—		~~580~~(304)		(3541,~~481~~514)
Net income (loss)	3613,~~653~~826		(7126,~~897~~212)		(237,~~901~~197)		~~155~~170,~~523~~044		(54,~~577~~985)		(~~145~~25,~~134~~312)		~~(54~~120,~~333)~~164
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries - common stockholders	158		(32,825)		(1,331)		—		—		—		(33,998)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	87		(11,084)		(404)		—		—		—		(11,401)
Less: Preferred dividends and accretion on redeemable non-controlling interests	12,487		—		—		—		—		—		12,487
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		21,841		21,841
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		55,622		55,622
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	13,739	$	(15,128)	$	(6,793)	$	170,044	$	(4,985)	$	(47,153)	$	109,724
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	24,008	$	(39,072)	$	(22,570)	$	155,523	$	(5,577)	$	(200,756)	$	(88,444)

4328

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

	Nine Months Ended September 30, 2025
	Three Months Ended March 31, 2025
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	6919,~~723~~924	$	307,~~056~~950	$	(21,~~874~~452)	$	~~196~~138,~~803~~090	$	(~~323~~1,626)	$	(217,~~319~~667)	$	~~272~~155,~~066~~219
Add: Non-controlling share of Adjusted EBITDA	~~263~~38		206,~~837~~956		~~1,192~~338		—		—		—		227,~~292~~332
Add: Equity in earnings (losses) of unconsolidated entities	~~3,013~~—		—		—		10,588		(75,~~404~~324)		50		65,~~247~~314
Less: Interest and other costs on pension and OPEB liabilities	~~794~~265		—		—		—		—		—		~~794~~265
Less: Dividends and accretion of redeemable preferred stock	~~(12,487)~~—		—		—		—		—		(5521,~~622~~841)		(6821,~~109~~841)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities	~~(8,408)~~—		—		—		(6,503)		21,~~150~~965		38		(124,~~723~~500)
Less: Interest expense	(~~331~~139)		(4916,~~688~~624)		(41,~~530~~518)		(619,~~760~~017)		—		(5915,~~319~~814)		(~~175~~43,~~628~~112)
Less: Depreciation and amortization expense	(155,~~216~~086)		(3712,~~586~~473)		(72,~~479~~496)		(224,~~706~~502)		—		(~~564~~100)		(8324,~~551~~657)
Less: Incentive allocations	—		—		—		—		—		—		—
Less: Asset impairment charges	~~(4,401)~~—		—		—		—		—		—		~~(4,401)~~—
Less: Changes in fair value of non-hedge derivative instruments	~~470~~—		—		—		~~(681)~~—		—		—		~~(211)~~—
Less: Losses on the modification or extinguishment of debt and capital lease obligations	—		(~~736~~7)		~~(3,324)~~—		~~(47)~~—		—		~~(55,174)~~—		(~~59,281~~7)
Less: Acquisition and transaction expenses	(~~2,417~~93)		~~(68)~~1		(~~3,294~~316)		(21,~~628~~069)		—		(72,~~033~~038)		(153,~~440~~515)
Less: Equity-based compensation expense	(~~1,070~~358)		(~~1,167~~508)		(~~1,170~~302)		—		—		(~~278~~85)		(31,~~685~~253)
Less: (Provision for) benefit from income taxes	(~~5,620~~812)		(~~720~~423)		(5612)		42,457		—		~~(580)~~304		3541,~~481~~514
Less: Other non-recurring items	~~(305)~~—		—		(1,035)		—		—		~~(955)~~—		(21,~~295~~035)
Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	2413,~~008~~739	$	(3915,~~072~~128)	$	(226,~~570~~793)	$	~~155~~170,~~523~~044	$	(54,~~577~~985)	$	(~~200~~47,~~756~~153)	$	~~(88~~109,~~444)~~724

4429

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

III. ~~Three~~Balance ~~Months Ended September 30, 2024~~Sheet

	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	44,781	$	19,682	$	3,951	$	—	$	—	$	14,897	$	83,311
Expenses
Operating expenses	24,723		17,138		6,764		1		—		14,140		62,766
General and administrative	—		—		—		—		—		2,989		2,989
Acquisition and transaction expenses	95		—		—		1,681		—		750		2,526
Management fees and incentive allocation to affiliate	—		—		—		—		—		2,807		2,807
Depreciation and amortization	4,936		11,988		2,489		—		—		79		19,492
Total expenses	29,754		29,126		9,253		1,682		—		20,765		90,580
Other (expense) income
Equity in (losses) earnings of unconsolidated entities	—		—		—		(10,474)		(3,844)		10		(14,308)
Gain on sale of assets, net	5		2,753		—		—		—		—		2,758
Gain on modification or extinguishment of debt	—		747		—		—		—		—		747
Interest expense	(78)		(13,107)		(92)		—		—		(18,236)		(31,513)
Other income	819		916		—		3,594		1,206		2		6,537
Total other income (expense)	746		(8,691)		(92)		(6,880)		(2,638)		(18,224)		(35,779)
Income (loss) before income taxes	15,773		(18,135)		(5,394)		(8,562)		(2,638)		(24,092)		(43,048)
Provision for (benefit from) income taxes	1,174		(426)		(73)		—		—		(767)		(92)
Net income (loss)	14,599		(17,709)		(5,321)		(8,562)		(2,638)		(23,325)		(42,956)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	71		(9,700)		(334)		—		—		—		(9,963)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		16,978		16,978
Net income (loss) attributable to stockholders	$	14,528	$	(8,009)	$	(4,987)	$	(8,562)	$	(2,638)	$	(40,303)	$	(49,971)

The following tables set forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America.


	March 31, 2026
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	96,922	$	84,140	$	131,372	$	68,159	$	494	$	16,490	$	397,577
Non-current assets	1,994,448		1,100,671		481,891		1,625,173		49,005		39,767		5,290,955
Total assets	2,091,370		1,184,811		613,263		1,693,332		49,499		56,257		5,688,532

Total debt, net	47,958		920,322		389,383		1,145,879		—		1,309,608		3,813,150

Current liabilities	87,375		75,880		38,646		131,175		18		28,628		361,722
Non-current liabilities	504,799		981,715		390,710		1,303,494		—		1,326,030		4,506,748
Total liabilities	592,174		1,057,595		429,356		1,434,669		18		1,354,658		4,868,470

Redeemable preferred stock	970,516		—		—		—		—		152,642		1,123,158

Non-controlling interests in equity of consolidated subsidiaries	5,438		(187,930)		(4,539)		6,380		—		18		(180,633)
Total equity	528,680		127,216		183,907		258,663		49,481		(1,451,043)		(303,096)
Total liabilities, redeemable preferred stock and equity	$	2,091,370	$	1,184,811	$	613,263	$	1,693,332	$	49,499	$	56,257	$	5,688,532


	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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

~~The~~15. REDEEMABLE ~~following~~PREFERRED ~~table sets forth a reconciliation of Adjusted EBITDA to net income (loss) attributable to stockholders:~~STOCK

	Three Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	21,080	$	11,764	$	(1,406)	$	11,105	$	(673)	$	(4,942)	$	36,928
Add: Non-controlling share of Adjusted EBITDA	30		6,055		233		—		—		—		6,318
Add: Equity in (losses) earnings of unconsolidated entities	—		—		—		(10,474)		(3,844)		10		(14,308)
Less: Interest and other costs on pension and OPEB liabilities	248		—		—		—		—		—		248
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		(16,978)		(16,978)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities	—		—		—		(7,512)		1,879		8		(5,625)
Less: Interest expense	(78)		(13,107)		(92)		—		—		(18,236)		(31,513)
Less: Depreciation and amortization expense	(4,936)		(13,221)		(2,489)		—		—		(79)		(20,725)
Less: Incentive allocations	—		—		—		—		—		—		—
Less: Asset impairment charges	—		—		—		—		—		—		—
Less: Changes in fair value of non-hedge derivative instruments	—		—		—		—		—		—		—
Less: Gains on the modification or extinguishment of debt and capital lease obligations	—		747		—		—		—		—		747
Less: Acquisition and transaction expenses	(95)		—		—		(1,681)		—		(750)		(2,526)
Less: Equity-based compensation expense	(547)		(673)		(1,306)		—		—		(103)		(2,629)
Less: (Provision for) benefit from income taxes	(1,174)		426		73		—		—		767		92
Less: Other non-recurring items	—		—		—		—		—		—		—
Net income (loss) attributable to stockholders	$	14,528	$	(8,009)	$	(4,987)	$	(8,562)	$	(2,638)	$	(40,303)	$	(49,971)

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

IV. Nine Months Ended September 30, 2024

	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Revenues
Total revenues	$	136,731	$	59,472	$	11,892	$	—	$	—	$	42,638	$	250,733
Expenses
Operating expenses	73,266		54,245		18,533		1,023		7		41,492		188,566
General and administrative	—		—		—		—		—		10,690		10,690
Acquisition and transaction expenses	432		10		—		2,079		—		1,852		4,373
Management fees and incentive allocation to affiliate	—		—		—		—		—		8,584		8,584
Depreciation and amortization	14,808		36,618		7,413		—		—		1,337		60,176
Total expenses	88,506		90,873		25,946		3,102		7		63,955		272,389
Other income (expense)
Equity in earnings (losses) of unconsolidated entities	—		—		—		(24,847)		(14,182)		31		(38,998)
(Loss) gain on sale of assets, net	(158)		2,753		—		—		—		—		2,595
Loss on extinguishment of debt	—		(8,423)		—		—		—		—		(8,423)
Interest expense	(245)		(33,594)		(480)		—		—		(54,477)		(88,796)
Other (expense) income	467		4,453		—		8,787		2,156		2		15,865
Total other (expense) income	64		(34,811)		(480)		(16,060)		(12,026)		(54,444)		(117,757)
Income (loss) before income taxes	48,289		(66,212)		(14,534)		(19,162)		(12,033)		(75,761)		(139,413)
Provision for income taxes	3,358		(1,592)		(234)		—		—		448		1,980
Net income (loss)	44,931		(64,620)		(14,300)		(19,162)		(12,033)		(76,209)		(141,393)
Less: Net income (loss) attributable to non-controlling interests in consolidated subsidiaries	179		(31,339)		(893)		—		—		—		(32,053)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		51,563		51,563
Net income (loss) attributable to stockholders	$	44,752	$	(33,281)	$	(13,407)	$	(19,162)	$	(12,033)	$	(127,772)	$	(160,903)

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 stockholders:

	Nine Months Ended September 30, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Adjusted EBITDA	$	64,859	$	30,893	$	(4,591)	$	30,343	$	(5,316)	$	(17,773)	$	98,415
Add: Non-controlling share of Adjusted EBITDA	77		19,654		574		—		—		—		20,305
Add: Equity in (losses) earnings of unconsolidated entities	—		—		—		(24,847)		(14,182)		31		(38,998)
Less: Interest and other costs on pension and OPEB liabilities	(214)		—		—		—		—		—		(214)
Less: Dividends and accretion of redeemable preferred stock	—		—		—		—		—		(51,563)		(51,563)
Less: Pro-rata share of Adjusted EBITDA from unconsolidated entities	—		—		—		(22,579)		7,465		24		(15,090)
Less: Interest expense	(245)		(33,594)		(480)		—		—		(54,477)		(88,796)
Less: Depreciation and amortization expense	(14,808)		(39,860)		(7,413)		—		—		(1,337)		(63,418)
Less: Incentive allocations	—		—		—		—		—		—		—
Less: Asset impairment charges	—		—		—		—		—		—		—
Less: Changes in fair value of non-hedge derivative instruments	—		—		—		—		—		—		—
Less: Losses on the modification or extinguishment of debt and capital lease obligations	—		(8,423)		—		—		—		—		(8,423)
Less: Acquisition and transaction expenses	(432)		(10)		—		(2,079)		—		(1,852)		(4,373)
Less: Equity-based compensation expense	(1,127)		(3,533)		(1,731)		—		—		(377)		(6,768)
Less: (Provision for) benefit from income taxes	(3,358)		1,592		234		—		—		(448)		(1,980)
Less: Other non-recurring items	—		—		—		—		—		—		—
Net income (loss) attributable to stockholders	$	44,752	$	(33,281)	$	(13,407)	$	(19,162)	$	(12,033)	$	(127,772)	$	(160,903)

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

V. Balance Sheet

The following tables sets forth the summarized balance sheet. All property, plant and equipment and leasing equipment are located in North America.

	September 30, 2025
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	48,209	$	99,257	$	206,226	$	73,419	$	802	$	14,914	$	442,827
Non-current assets	1,755,497		1,119,679		398,205		1,682,708		32,609		20,195		5,008,893
Total assets	1,803,706		1,218,936		604,431		1,756,127		33,411		35,109		5,451,720
Total debt, net	—		958,301		382,318		1,170,438		—		1,217,334		3,728,391
Current liabilities	50,437		325,515		24,823		110,102		19		1,259,800		1,770,696
Non-current liabilities	124,609		773,304		386,258		1,316,588		—		1,492		2,602,251
Total liabilities	175,046		1,098,819		411,081		1,426,690		19		1,261,292		4,372,947
Redeemable preferred stock	906,058		—		—		—		—		152,642		1,058,700
Non-controlling interests in equity of consolidated subsidiaries	5,405		(163,816)		(2,575)		—		—		—		(160,986)
Total equity	722,602		120,117		193,350		329,437		33,392		(1,378,825)		20,073
Total liabilities, redeemable preferred stock and equity	$	1,803,706	$	1,218,936	$	604,431	$	1,756,127	$	33,411	$	35,109	$	5,451,720

	December 31, 2024
			Ports and Terminals
	Railroad		Jefferson Terminal		Repauno		Power and Gas		Sustainability and Energy Transition		Corporate and Other		Total
Current assets	$	48,667	$	154,752	$	6,756	$	6	$	48	$	9,622	$	219,851
Non-current assets	662,241		1,118,886		334,882		116		24,307		14,105		2,154,537
Total assets	710,908		1,273,638		341,638		122		24,355		23,727		2,374,388
Total debt, net	—		974,351		44,250		—		—		569,234		1,587,835
Current liabilities	48,866		131,503		41,136		3,732		20		25,537		250,794
Non-current liabilities	34,348		996,984		47,374		18,240		—		570,292		1,667,238
Total liabilities	83,214		1,128,487		88,510		21,972		20		595,829		1,918,032
Redeemable preferred stock	—		—		—		—		—		381,218		381,218
Non-controlling interests in equity of consolidated subsidiaries	4,722		(130,989)		(1,246)		—		—		—		(127,513)
Total equity	627,694		145,151		253,128		(21,850)		24,335		(953,320)		75,138
Total liabilities, redeemable preferred stock and equity	$	710,908	$	1,273,638	$	341,638	$	122	$	24,355	$	23,727	$	2,374,388

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

17. REDEEMABLE PREFERRED STOCK

Series A Preferred Stock - Redeemable Preferred Stock

On August 1, 2022, the Company issued and sold 300,000 shares of Series A Redeemable Preferred Stock (the “Series A” or “Series A Preferred Stock”) at a price of $1,000 per share and $0.01 par value. The shares were issued at a 3% discount for net proceeds of $291.0 million. The Company also issued two classes of warrants to the preferred stockholders (see Note 18). The fair value of the Series A Preferred Stock and the warrants at issuance were determined to be $242.7 million and $13.8 million, respectively. The Company incurred $16.4 million of issuance costs related to the Series A Preferred Stock and warrants. Additionally, the Company issued options to the Manager with a total fair value of $18.1 million (see Note 15).

In connection with the Wheeling Acquisition and Bridge Financing on August 25, 2025 (the “Preferred Redemption Date”), the Company redeemed all of its outstanding 300,000 shares of Series A Preferred Stock at a redemption price equal to approximately $1,490 per share, for an aggregate payment of approximately $447.1 million in cash using a portion of the net proceeds from the Bridge Loan (see Note 8). Following the redemption, all designations, rights, preferences, powers, qualifications, restrictions and imitations of the Series A Preferred Stock terminated and no shares of Series A Preferred Stock remain outstanding. We recognized a loss on extinguishment of $36.6 million for the redemption of Series A Preferred Stock that was recognized as a return of capital through Additional paid in capital on the Consolidated Balance Sheets.

Series B Preferred Stock - Redeemable Convertible Preferred Stock

OnAs ~~February~~of 26March 31, ~~2025 (the “Issue Date”)~~2026, the Company ~~issued~~has ~~160,000 shares of Series B Redeemable Convertible Preferred Stock (the “Series B” or “Series B Preferred Stock”) at a face value of~~ $~~1,000 per share and $0~~18.~~01 par value. The shares were issued at par for net consideration of $160.0~~ 5 million. ~~In connection with the issuance~~ of ~~the~~cumulative ~~Series~~dividends Bincreasing ~~Preferred Stock,~~ the ~~Company~~liquidation ~~also~~preference ~~issued~~on ~~warrants to~~ the Series ~~A preferred stockholders (see Note 18) and options to the Manager (see Note 15). The Company concluded the fair value of the Series~~ B Preferred Stock ~~was equal to its face value of $160~~.~~0 million,~~ ~~and~~Dividends ~~each~~are ofnot ~~the~~recorded warrants and options had aggregate fair values of $1.0 million and $7.4 million, respectively. In addition to the warrants and options, the Company also paid a consent fee to Series A holders of $1.7 million. As the warrants and consent fee modified the Series A Preferred Stock agreement we treated these as ~~deemed~~redemption ~~dividends~~is onnot ~~the~~currently ~~Series A~~expected.

~~The~~If the Series B Preferred Stock ~~has~~were ~~the~~redeemed ~~following~~due ~~rights~~to a change in control as of March 31, ~~preferences~~2026, ~~and~~it ~~restrictions:~~would be redeemable for $182.0 million.

~~Voting~~If the Series B Preferred Stock were converted at the option of the holder as of March 31, 2026, it would be converted to 21,818,025 shares of common stock. The Company would have no obligation under the Share Cap to pay cash on an optional conversion at March 31, 2026.

Each holder of the Series B Preferred Stock will have one vote per share on certain matters to which holders of the Series B are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of shares of the Series B Preferred Stock do not otherwise have any voting rights, however, they were provided with a seat on the Company’s Board of Directors at the issuance date.

Liquidation Preference

The Series B Preferred Stock ranks senior to the shares of the Company’s common stock, par value $0.01 per share and junior to Series A Preferred Stock, with respect to the payment of dividends and the distribution of assets upon a liquidation, dissolution or winding up of the Company. Each share of Series B Preferred Stock has an initial liquidation preference of $1,000 per share.

Dividends

Holders of the Series B Preferred Stock are entitled to a quarterly compounding, regular dividend equal to 9.00% per annum for any dividend paid in cash with respect to the immediately preceding quarter, and 10.00% per annum for any dividend paid-in-kind, at the Company’s election. For any quarter in which the Company elects not to pay a cash dividend, such dividend will be added to the liquidation preference of each share, as further set forth in the certificate of designations of Series B Convertible Junior Preferred Stock of the Company, which was filed by the Company with the Secretary of State of the State of Delaware and became effective on February 26, 2025.

As of September 30, 2025, the Company has $9.8 million of dividends increasing the Liquidation Preference on the Series B Preferred Stock. Dividends are not recorded as redemption is not currently expected.

The Company has presented the Series B Preferred Stock in temporary equity as its redemption is not solely within the Company’s control. However, the Series B Preferred Stock is not currently probable of becoming redeemable; as a result, the issuance costs and PIK dividends are not being accreted in the balance of Series B Preferred Stock on the Consolidated Balance Sheets.

Redemption

The Company shall be obligated to repurchase all shares of Series B Preferred Stock upon the consummation of a change of control, at a price per share equal to 102% of the sum of the then-current liquidation preference plus any accrued and unpaid dividends since the end of the most recent dividend period (such sum, the “liquidation value”). Additionally, the Company shall have the right to redeem the Series B Preferred Stock, at any time and from time to time, at a price per share equal to (i) if within the first two years after the Issue Date, (a) an amount in cash that, taken together with any cash dividends paid to the redemption date, would equal 120% of the initial liquidation preference plus (b) 43.75 warrants (each, an “Optional Redemption Warrant”)

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

and (ii) thereafter, 102% of the then-applicable liquidation value. Each Optional Redemption Warrant shall be exercisable for one share of common stock at an exercise price of $8.18. If the Company issues Optional Redemption Warrants pursuant to an optional redemption, it will enter into a warrant agreement governing the terms of such Optional Redemption Warrant. In each case, the repurchase or redemption of Series B Preferred Stock shall be subject to the condition that no shares of Series A Preferred Stock remain outstanding as of such time.

If the Series B Preferred Stock were redeemed at the option of the Company as of September 30, 2025, it would be redeemable for cash of $192.0 million and 7.0 million Optional Redemption Warrants.

If the Series B Preferred Stock were redeemed due to a change in control as of September 30, 2025, it would be redeemable for $173.2 million.

Conversion Rights and Limitations

Each share of Series B Preferred Stock is convertible by its holder at any time after the Issue Date into, subject to certain limitations described below, a number of shares of common stock equal to (i) the then-applicable liquidation value divided by (ii) the conversion price, initially set at $8.18 per share of common stock and subject to certain customary anti-dilution adjustments. Should the cumulative number of shares of common stock delivered upon conversion of the Series B Preferred Stock and exercise of Optional Redemption Warrants since the Issue Date exceed 22,237,370 shares, or approximately 19.5% of the 113,936,865 shares of common stock outstanding as of February 10, 2025, (the “Share Cap”), all further conversion and exercise consideration will be payable in cash in lieu of shares, calculated based on the volume-weighted average price per share of common stock on the trading day immediately preceding the conversion or exercise date, unless the Company obtains shareholder approval to issue such consideration in shares of common stock. Furthermore, no holder of Series B Preferred Stock or Optional Redemption Warrants may convert any share of Series B Preferred Stock or exercise any Optional Redemption Warrant into shares of common stock if and to the extent that such conversion or exercise would result in such holder beneficially owning in excess of 19.99% of the total number of shares of common stock issued and outstanding immediately following such conversion, determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “ Exchange Act”).

If the Series B Preferred Stock were converted at the option of the holder as of September 30, 2025, they would be converted to 20,755,460 shares of common stock. The Company would have no obligation under the Share Cap to pay cash on an optional conversion at September 30, 2025.

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

OnAs ~~August~~of 25March 31, ~~2025~~2026, RR Holdings ~~issued~~had ~~and~~$64.4 million ~~sold~~of ~~(i)~~PIK ~~1,000,000~~dividends ~~shares~~increasing ofits Series A Preferred ~~Stock~~Units ~~- RailCo and~~ (~~ii) the~~ “Series A ~~Warrants~~Preferred Stock - RailCo”) ~~representing~~balance. ~~the~~Dividends ~~right~~recorded toin ~~purchase,~~Dividends ~~on the terms~~ and ~~subject~~accretion ~~to the conditions set forth therein, 172,500 common units~~ of RRredeemable ~~Holdings~~preferred atstock anon ~~exercise price of $857.748 per unit (as adjusted in accordance with~~ the ~~terms~~Consolidated ~~thereof),~~Statements ~~for an aggregate purchase price~~ of ~~$1,000,000,000.~~Operations ~~The~~totaled ~~fair value of the Series A Preferred Stock - RailCo at issuance were determined to be~~ $~~914~~27.~~2 million. The Company incurred $20.6~~0 million offor ~~issuance costs related to~~ the ~~Series~~three Amonths ~~Preferred~~ended ~~Stock~~March 31, ~~- RailCo~~2026.

The Company has presented the Series A Preferred Stock - RailCo ~~has~~in temporary equity and is accreting the ~~following~~discount ~~rights~~and issuance costs using the interest method to the earliest redemption date of August 25, ~~preferences~~2032. Such accretion, recorded in Dividends and ~~restrictions:~~accretion of redeemable preferred stock on the Consolidated Statements of Operations, totaled $5.2 million for the three months ended March 31, 2026.

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

Upon an event of noncompliance, which include, but are not limited to, RR Holdings’s (i) failure to redeem the Series A Preferred Stock – RailCo, Series A Warrants - RailCo or the common units that have been issued upon exercise of the Warrants (the “Series A Warrant Units – RailCo”)) upon a Mandatory Redemption Event (as defined below), (ii) failure to pay cash dividends for 12 monthly dividend periods (whether or not consecutive) following the fifth anniversary of the issuance date, (iii) failure to offer to repurchase the Series A Preferred Stock – RailCo, Series A Warrants - RailCo or Series A Warrant Units – RailCo upon an asset sale, (iv) failure to redeem all of the Series A Preferred Stock - RailCo prior to August 25, 2034 and (v) failure to comply with certain of the covenants set forth in the Limited Liability Company Agreement of RR Holdings (the “LLC Agreement”), (a) the size of the board of managers of RR Holdings will automatically increase by a number sufficient to constitute a majority of the Board, (b) the holders of a majority of the Series A Preferred Stock - RailCo will have the right to designate and elect a majority of the members of the Board, and (c) other than with respect to the election of managers, the Series A Preferred Stock - RailCo will vote with the common units of RR Holdings as a single class (with the number of votes per unit determined in accordance with the LLC Agreement)16. EARNINGS ~~Upon~~PER ~~the~~SHARE ~~exercise~~AND of all Series A Warrants – RailCo, holders of a majority of the Series A Warrants – RailCo have the right to designate one manager to the board of RR Holdings, provided that Ares continues to own at least 5% of the outstanding common units of RR Holdings,EQUITY

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

The ~~Series~~calculation Aof ~~Preferred~~basic ~~Stock - RailCo ranks senior to the RailCo common stock with respect to dividend rights~~ and ~~rights~~diluted upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of RR Holdings. Upon a liquidation, dissolution or winding up of the affairs of RR Holdings, each share of Series A Preferred Stock - RailCo will be entitled to receive an amount per share equal to the sum of (iloss) ~~the~~earnings ~~stated value of such Series A Preferred Stock - RailCo as of liquidation date (“Stated Value” means,~~ per ~~Series~~share Ais ~~Preferred~~presented ~~Stock - RailCo unit, the sum of (a) $1,000, plus (b) $50 for the Series A Preferred Stock - RailCo~~ below:


	Three Months Ended March 31,
(in thousands, except per share data)	2026		2025
Net (loss) income	$	(127,211)	$	120,164
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(14,260)		(11,401)
Less: Preferred dividends and accretion on redeemable non-controlling interests	37,221		—
Less: Dividends and accretion of redeemable preferred stock	—		21,841
Net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	(150,172)		109,724
Less: Convertible preferred stock dividend	4,353		1,467


Net (loss) income attributable to common stockholders	$	(154,525)	$	108,257
Weighted Average Common Stock Outstanding - Basic	116,689,474		114,101,860
Weighted Average Common Stock Outstanding - Diluted	116,689,474		122,758,859

(Loss) earnings per share:
Basic	$	(1.32)	$	0.95
Diluted (1)	$	(1.32)	$	0.89

________________________________________________________

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

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

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Preferred Fee, plus (c) the aggregate compounded distributions), plus (ii) any declared but unpaid distributions on such Series A Preferred Stock - RailCo (to the extent not part of the stated value), plus (iii) the amount of accumulated and unpaid distributions on such Series A Preferred Stock - RailCo from the last distribution payment date to, but not including the liquidation date.

Dividends

Dividends on the Series A Preferred Stock - RailCo are payable at a rate equal to 10.0% per annum for the first three years following issuance. The rate will be increased to 12.0% per annum following the third anniversary of the issuance date, and then increased to 14.0% following the sixth anniversary of the issuance date and thereafter. The dividend rate on the Series A - RailCo will be (i) increased by 2.0% per annum for any periods after the fifth anniversary following the issuance date where the dividends are not paid in cash and (ii) increased by 2.0% per annum upon an Event of Noncompliance (as defined in the LLC Agreement and described above).

Prior to the fifth anniversary of the issuance date, such dividends will automatically accrue and accumulate on the Series A Preferred Stock - RailCo, whether or not declared and paid, or they may be paid in cash at the discretion of RR Holdings. Following the fifth anniversary of the issuance date, RR Holdings is required to pay such dividends in cash. Until the fifth anniversary of the issuance date, RR Holdings may make cash dividends on its common units, including distributions that would provide the Company cash to pay its interest payments on its debt, on the terms and limitations set forth in the LLC Agreement.

As of September 30, 2025, the Company has $10.5 million of PIK dividends increasing our Series A Preferred Stock - RailCo balance. Dividends recorded in Dividends and accretion of redeemable preferred stock on the Consolidated Statements of Operations totaled $10.4 million for the three and nine months ended September 30, 2025.

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 $2.1 million for the three and nine months ended September 30, 2025.

Redemption

Mandatory Redemption: The Series A Preferred Stock - RailCo is mandatorily redeemable upon the occurrence of any (i) sale of the Company, (ii) drag-along sale, (iii) STB failure, (iv) any initial public offering, (v) any special purpose company acquisition, (vi) any direct listing, (vii) any bankruptcy event or (viii) any change in control event (each a “Mandatory Redemption Event”). Upon the occurrence of a Mandatory Redemption Event, to the extent not prohibited by law, RR Holdings will be required to redeem all Series A Preferred Stock - RailCo, Series A Warrants - RailCo and Series A Warrant Units - RailCo in cash at a redemption price determined in accordance with the LLC agreement.

From and after the seventh anniversary of the issuance date, to the extent not prohibited by law, holders of a majority of the Series A Preferred Stock – RailCo may request that RR Holdings redeem all (but not less than all) of the Series A Preferred Stock – RailCo units in cash at a redemption price determined in accordance with the LLC Agreement. To the extent the holders of the Series A Preferred Stock - RailCo exercise their rights in accordance with the preceding sentence, RR Holdings will be required to repurchase the corresponding Series A Warrants - RailCo and Series A Warrant Units – RailCo in cash at a repurchase price determined in accordance with the LLC Agreement. In the event RR Holdings fails to redeem all of the Series A Preferred Stock - RailCo within 120 days after receiving the redemption demand, the holders of the Series A Preferred Stock - RailCo may force RR Holdings to effect a sale of the company or another transaction constituting a change of control that results in the full redemption of the Series A Preferred Stock - RailCo.

Optional Redemption: The Series A Preferred Stock - RailCo is redeemable at the option of RR Holdings, at any time and from time to time, at the greater of the (i) Series A Preferred Liquidation Value (as defined in the LLC Agreement), and (ii) the Base Series A Preferred Return Amount (as defined in the LLC Agreement) at the date of redemption. The Base Series A Preferred Return Amount is, subject to certain exceptions, an amount that returns to the holders 1.5x their investment. At the time that the Series A Preferred Stock - RailCo are redeemed, the Company will also be required to repurchase the Series A Warrants - RailCo and Series A Warrant Units - RailCo.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 25, 2025 for additional detail.

Series A Warrants - RailCo

On August 25, 2025, the Company issued Series A Warrants - RailCo to the holders of the Series A Preferred Stock - RailCo (see Note 18). The fair value of the Series A Warrants - RailCo at issuance were determined to be $85.8 million. The Company incurred $1.9 million of issuance costs related to the Series A Warrants - RailCo.

The Series A Warrants - RailCo has the following rights, preferences and restrictions:

Voting

The holders of the Series A Warrants - RailCo do not otherwise have any voting rights.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Redemption

The Series A Warrants - RailCo are exercisable at the earlier of (i) August 25, 2030 and (ii) the date on which all obligations related to the indebtedness incurred to repay the Bridge Loan have been repaid in full, until, in either case, August 27, 2035. Following the sixth anniversary of the issuance date, holders are entitled to require RR Holdings to exchange any or all of its Series A Warrants - RailCo for either (i) cash equal to the fair market value of the warrants on the last business day prior to the exchange or (ii) the number of shares of common stock of the Company with an aggregate current market price on the last trading day prior to the exchange equal to the fair market value of the Series A Warrants - RailCo on such date.

Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 25, 2025 for additional detail.

18. EARNINGS PER SHARE AND EQUITY

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

	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands, except per share data)	2025		2024		2025		2024
Net loss	$	(104,538)	$	(42,956)	$	(54,333)	$	(141,393)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries	(11,497)		(9,963)		(33,998)		(32,053)
Less: Preferred dividends and accretion on redeemable non-controlling interests	12,487		—		12,487		—
Less: Dividends and accretion of redeemable preferred stock	12,824		16,978		55,622		51,563
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	(118,352)		(49,971)		(88,444)		(160,903)
Less: Convertible preferred stock dividend	4,231		—		9,780		—
Less: Adjustments attributable to dilutive securities	54		—		54		—
Less: Loss on extinguishment of preferred stock	36,646		—		36,646		—
Net loss attributable to common stockholders	$	(159,283)	$	(49,971)	$	(134,924)	$	(160,903)
Weighted Average Common Stock Outstanding - Basic (1)	115,555,973		109,723,831		114,851,106		106,317,677
Weighted Average Common Stock Outstanding - Diluted (1)	115,555,973		109,723,831		114,851,106		106,317,677
Loss per share:
Basic	$	(1.38)	$	(0.45)	$	(1.17)	$	(1.51)
Diluted (2)	$	(1.38)	$	(0.45)	$	(1.18)	$	(1.51)

(1) Three and nine months ended September 30, 2024 included penny warrants that were converted into common stock during the year ended December 31, 2024.

(2) Diluted earnings per share for the three and nine months ended September 30, 2025 includes the dilutive effect of subsidiary earnings per share and convertible preferred stock. Diluted earnings per share for the three and nine months ended September 30, 2024 includes the dilutive effect of subsidiary earnings per share.

For the three months ended September 30, 2025 and 2024, 20,258,933 and 1,578,404 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 nine months ended September 30, 2025 and 2024, 15,857,542 and 1,399,408 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 three months ended September 30, 2025 and 2024, — and — of warrants, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive. For the nine months ended September 30, 2025 and 2024, — and — of warrants, respectively, have been excluded from the calculation of Diluted loss per share because the impact would be anti-dilutive.

FTAI INFRASTRUCTURE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

(Dollars in tables in thousands, unless otherwise noted)

Common Stock Warrants

AAs ~~summary~~ of March 31, 2026, there were no changes to the ~~status~~number of the Company’s outstanding equity classified stock warrants. The weighted average exercise price was $9.64 and ~~changes~~$9.76 ~~during~~as ~~the~~of ~~nine~~March 31, ~~months~~2026 ~~ended~~and ~~September~~December 3031, 2025, isrespectively. The weighted average exercise price as ~~follows:~~of March 31, 2026 includes adjustments for quarterly dividend payments.

	Number of Warrants	Weighted Average Exercise Price
Outstanding as of December 31, 2024	3,342,566	$	9.85
Issued	550,000	10.00
Expired	—	—
Exercised	—	—
Outstanding as of September 30, 2025 (1)	3,892,566	$	9.76
Warrants exercisable as of September 30, 2025 (1)	3,892,566	$	9.76

The weighted average remaining contractual term of the outstanding warrants as of March 31, 2026 is 4.3 years. The aggregate intrinsic value of the warrants as of March 31, 2026 is $— million.

~~________________________________________________________~~17. COMMITMENTS AND CONTINGENCIES

(1) Weighted average exercise price as of September 30, 2025 includes adjustments for quarterly dividend payments.

On July 22, 2024, members of Ares Management LLC (“Ares”) exercised their rights to the Series II Warrants in full to purchase 3,342,566 shares of common stock of the Company at the exercise price of $0.01 per share pursuant to the Warrant Agreement, dated August 1, 2022.

On February 26, 2025, the Company and Ares amended and restated the warrant agreement, initially dated as of August 1, 2022. As part of the consent fee for the Series A Amendment, the Company issued 550,000 Series A Warrants to entities affiliated with Ares. The warrants have an exercise price of $10.00 per share. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for additional detail.

On August 25, 2025, in connection with the Wheeling Acquisition, RR Holdings issued 172,500 Series A Warrants - RailCo to entities affiliated with Ares for the right to purchase 172,500 common units of RR Holdings at an initial exercise price of $857.748 per unit, as adjusted from time to time as provided by Wheeling Purchase Agreement. The Series A Warrants - RailCo can be exercised at the earlier of (i) August 25, 2030 and (ii) the date on which all obligations related to the indebtedness incurred to repay the Bridge Loan have been repaid in full, until, in either case, August 27, 2035. Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on August 25, 2025 for additional detail.

The weighted average remaining contractual term of the outstanding warrants as of September 30, 2025 is 4.8 years. The aggregate intrinsic value of the warrants as of September 30, 2025 is $— million.

19. 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.

We also have entered into an arrangement with our non-controlling interest holder of Repauno, as part of the initial acquisition, whereby the non-controlling interest holder may receive additional payments contingent upon the achievement of certain conditions, not to exceed $1518.0 SUBSEQUENT million. We will account for such amounts when and if such conditions are achieved. The contingency related to $5.0 million of the total $15.0 million was resolved and paid during the year ended December 31, 2021, and the contingency related to an additional $5.0 million of the total $15.0 million was resolved and paid during the year ended December 31, 2022.EVENTS

~~20. SUBSEQUENT~~Long ~~EVENTS~~Ridge Acquiom Loan Amendment

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

Sale of Long Ridge Energy & Power LLC

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.

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

Dividends

On ~~October 29~~May 7, ~~2025~~2026, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended ~~September~~March 3031, ~~2025~~2026, payable on ~~November 28~~June 12, ~~2025~~2026 to the holders of record on ~~November 14~~May 18, ~~2025~~2026.

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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 ~~September~~March 3031, ~~2025~~2026, we had total consolidated assets of $5.57 billion and redeemable preferred stock and equity of $1820.1 ~~billion~~million.

Operating Segments

Our Manager

Results of Operations

Adjusted EBITDA (Non-GAAP)

The CODM utilizes Adjusted EBITDA as the key performance measure. Adjusted EBITDA is not a financial measure in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). This performance measure provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.

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

5633

~~Comparison~~Adjusted ofEBITDA. ~~the~~Adjusted ~~three~~EBITDA ~~and~~should ~~nine~~not ~~months~~be ~~ended~~considered ~~September 30~~as an alternative to net income (loss) attributable to stockholders, ~~2025~~before series B preferred stock dividend and ~~2024~~loss on extinguishment of preferred stock as determined in accordance with U.S. GAAP.

~~The~~Comparison ~~following~~of ~~table~~the ~~presents~~three ~~our~~months ~~results~~ended ofMarch 31, ~~operations:~~2026 and 2025

	Three Months Ended September 30,				Change		Nine Months EndedSeptember 30,				Change
(in thousands)	2025		2024				2025		2024
Revenues
Lease income	$	1,210	$	1,313	$	(103)	$	3,793	$	3,705	$	88
Rail revenues	42,906		44,255		(1,349)		127,372		135,412		(8,040)
Terminal services revenues	23,670		22,846		824		70,659		68,978		1,681
Roadside services revenues	14,529		14,897		(368)		40,722		42,638		(1,916)
Power revenues	56,517		—		56,517		110,307		—		110,307
Gas revenues	1,724		—		1,724		5,870		—		5,870
Other revenue	—		—		—		280		—		280
Total revenues	140,556		83,311		57,245		359,003		250,733		108,270
Expenses
Operating expenses	74,985		62,766		12,219		216,465		188,566		27,899
General and administrative	3,202		2,989		213		12,177		10,690		1,487
Acquisition and transaction expenses	3,221		2,526		695		15,440		4,373		11,067
Management fees and incentive allocation to affiliate	3,782		2,807		975		10,004		8,584		1,420
Depreciation and amortization	34,813		19,492		15,321		93,823		60,176		33,647
Asset impairment	—		—		—		4,401		—		4,401
Total expenses	120,003		90,580		29,423		352,310		272,389		79,921
Other income (expense)
Equity in earnings (losses) of unconsolidated entities	2,928		(14,308)		17,236		6,247		(38,998)		45,245
Gain on sale of assets, net	28		2,758		(2,730)		119,856		2,595		117,261
(Loss) gain on modification or extinguishment of debt	(55,208)		747		(55,955)		(59,281)		(8,423)		(50,858)
Interest expense	(73,312)		(31,513)		(41,799)		(175,628)		(88,796)		(86,832)
Other income	5,554		6,537		(983)		12,299		15,865		(3,566)
Total other expense	(120,010)		(35,779)		(84,231)		(96,507)		(117,757)		21,250
Loss from before income taxes	(99,457)		(43,048)		(56,409)		(89,814)		(139,413)		49,599
Provision for (benefit from) income taxes	5,081		(92)		5,173		(35,481)		1,980		(37,461)
Net loss	(104,538)		(42,956)		(61,582)		(54,333)		(141,393)		87,060
Less: Net loss attributable to non-controlling interest in consolidated subsidiaries - common stockholders	(11,497)		(9,963)		(1,534)		(33,998)		(32,053)		(1,945)
Less: Preferred dividends and accretion on redeemable non-controlling interests	12,487		—		12,487		12,487		—		12,487
Less: Dividends and accretion of redeemable preferred stock	12,824		16,978		(4,154)		55,622		51,563		4,059
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock	$	(118,352)	$	(49,971)	$	(68,381)	$	(88,444)	$	(160,903)	$	72,459

The following table presents our consolidated results of operations:


	Three Months Ended March 31,				Change
(in thousands)	2026		2025
Revenues
Lease income	$	2,495	$	1,337	$	1,158
Rail revenues	82,293		42,174		40,119
Terminal services revenues	28,308		22,705		5,603
Roadside services revenues	12,554		12,976		(422)
Power revenues	45,628		15,780		29,848
Gas revenues	15,956		1,188		14,768
Other revenue	1,130		1		1,129
Total revenues	188,364		96,161		92,203

Expenses
Operating expenses	120,394		67,045		53,349
General and administrative	3,554		5,113		(1,559)
Acquisition and transaction expenses	6,820		3,515		3,305
Management fees and incentive allocation to affiliate	4,092		2,542		1,550

Filing Compare · FTAI Infrastructure Inc.