Form 8-K

8-K — FTAI Infrastructure Inc.

Accession: 0001899883-26-000042

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0001899883

SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ftai-20261105.htm (Primary)

EX-99.1 (fip93020268-kxexhibit991.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ftai-20261105.htm · Sequence: 1

ftai-20261105

2026falseFY000189988300018998832026-11-052026-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 5, 2026

FTAI INFRASTRUCTURE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41370

87-4407005

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

(Address of principal executive offices and zip code)

(212) 798-6100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2026, FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended September 30, 2026. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press release, dated November 5, 2026, issued by FTAI Infrastructure Inc.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: November 5, 2026

FTAI INFRASTRUCTURE INC.

/s/ Kenneth J. Nicholson

Kenneth J. Nicholson

Chief Executive Officer and President

EX-99.1

Filename: fip93020268-kxexhibit991.htm · Sequence: 2

Document

Exhibit 99.1

PRESS RELEASE

FTAI Infrastructure Inc. Reports Third Quarter 2026 Results, Declares Dividend of $0.03 per Share of Common Stock

NEW YORK, November 5, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third quarter 2026. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.

Business Highlights

•Reported $95.3 million of Adjusted EBITDA for the third quarter of 2026, a new quarterly record; excluding Long Ridge, Adjusted EBITDA for the quarter was $54.4 million, also a quarterly record.

•Received regulatory approval for the sale of Long Ridge; closing expected by the end of November.

•Agreed to acquire energy logistics assets from USD Group LLC for $255 million, resulting in more than doubling of Jefferson’s existing Adjusted EBITDA, with closing planned in November.

•Continued growth in rail segment with record revenues and Adjusted EBITDA for Q3, and active pipeline of M&A opportunities.

Financial Overview

(in thousands, except per share data)

Selected Financial Results Q3’26

Net Loss Attributable to Common Stockholders $ (150,234)

Basic and Diluted Loss per Share of Common Stock $ (1.27)

Adjusted EBITDA (1)

$ 95,329

Adjusted EBITDA - Four core segments (1)(2)

$ 101,820

_______________________________

(1)For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.

(2)Excludes Sustainability and Energy Transition and Corporate and Other segments.

Third Quarter 2026 Dividends

On November 4, 2026, the Company’s Board of Directors (the “Board”) declared a cash dividend on its common stock of $0.03 per share for the quarter ended September 30, 2026, payable on December 7, 2026 to the holders of record on November 23, 2026.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the Company’s website, www.fipinc.com, and the Company’s Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.

Conference Call

In addition, management will host a conference call on Friday, November 6, 2026 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the following link https://register-conf.media-server.com/register/BI481e6494b9014b0485e4b754e7023ec5. Once registered, participants will receive a dial-in and unique pin to access the call.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.fipinc.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.

A replay of the conference call will be available after 11:30 A.M. on Friday, November 6, 2026 through 11:30 A.M. on Friday, November 13, 2026 on https://ir.fipinc.com/news-events/events.

The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a part of, this press release.

About FTAI Infrastructure Inc.

FTAI Infrastructure primarily invests in critical infrastructure with high barriers to entry across the rail, ports and terminals, and power and gas sectors that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.fipinc.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events, conditions or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

For further information, please contact:

Alan Andreini

Investor Relations

FTAI Infrastructure Inc.

(646) 734-9414

aandreini@ftaiinfrastructure.com

Exhibit - Financial Statements

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollar amounts in thousands, except share and per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Revenues

Total revenues $ 218,973 $ 140,556 $ 594,105 $ 359,003

Expenses

Operating expenses 120,602 74,985 358,329 216,465

General and administrative 4,180 3,202 11,408 12,177

Acquisition and transaction expenses 7,487 3,221 20,328 15,440

Management fees and incentive allocation to affiliate 3,113 3,782 10,882 10,004

Depreciation and amortization 35,328 34,813 125,530 93,823

Asset impairment 28,587 — 91,775 4,401

Total expenses 199,297 120,003 618,252 352,310

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (590) 2,928 (1,668) 6,247

Gain (loss) on sale of assets, net 37 28 (545) 119,856

Interest expense (116,524) (128,520) (352,019) (234,909)

Other (expense) income (23,487) 5,554 (17,216) 12,299

Total other expense (140,564) (120,010) (371,448) (96,507)

Loss before income taxes (120,888) (99,457) (395,595) (89,814)

Provision for (benefit from) income taxes 2,246 5,081 (5,807) (35,481)

Net loss (123,134) (104,538) (389,788) (54,333)

Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders (13,372) (11,497) (39,009) (33,998)

Less: Preferred dividends and accretion on redeemable non-controlling interests 34,284 12,487 104,735 12,487

Less: Dividends and accretion of redeemable preferred stock 1,511 12,824 2,168 55,622

Less: Convertible preferred stock dividend 4,677 4,231 13,541 9,780

Less: Loss on extinguishment of preferred stock — 36,646 — 36,646

Net loss attributable to common stockholders $ (150,234) $ (159,229) $ (471,223) $ (134,870)

Loss per share:

Basic $ (1.27) $ (1.38) $ (4.00) $ (1.17)

Diluted $ (1.27) $ (1.38) $ (4.00) $ (1.18)

Weighted average shares outstanding:

Basic 118,181,737 115,555,973 117,683,855 114,851,106

Diluted 118,181,737 115,555,973 117,683,855 114,851,106

FTAI INFRASTRUCTURE INC.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except share and per share data)

(Unaudited)

September 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 52,442 $ 57,351

Restricted cash and cash equivalents 88,314 268,595

Accounts receivable, net 88,414 95,388

Other current assets 41,328 62,677

Current assets held for sale 43,938 —

Total current assets 314,436 484,011

Leasing equipment, net 35,425 36,570

Operating lease right-of-use assets, net 158,278 133,493

Property, plant, and equipment, net 3,171,219 4,581,771

Investments 20,575 22,243

Intangible assets, net 55,679 43,173

Goodwill 275,366 365,703

Other assets 94,060 81,697

Non-current assets held for sale 1,574,786 —

Total assets $ 5,699,824 $ 5,748,661

Liabilities

Current liabilities:

Accounts payable and accrued liabilities $ 250,370 $ 280,707

Debt, net 552,644 65,438

Operating lease liabilities 12,056 9,108

Derivative liabilities — 34,381

Other current liabilities 29,997 20,363

Current liabilities held for sale 577,374 —

Total current liabilities 1,422,441 409,997

Debt, net 2,275,088 3,708,735

Operating lease liabilities 94,700 71,000

Derivative liabilities — 189,116

Warrant liabilities 108,115 81,599

Deferred income tax liabilities 289,589 300,231

Other liabilities 111,665 44,000

Non-current liabilities held for sale 950,183 —

Total liabilities 5,251,781 4,804,678

Commitments and contingencies — —

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

154,810 152,642

Redeemable preferred stock Series A RailCo - Non-controlling interest (zero par value per share; 1,000,000 total preferred shares authorized; 1,000,000 Series A - RailCo shares issued and outstanding as of September 30, 2026 and December 31, 2025; redemption amount of $1.4 billion and $1.4 billion at September 30, 2026 and December 31, 2025, respectively)

1,038,030 937,578

Equity

Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 118,181,737 and 116,294,461 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively)

1,182 1,163

Additional paid in capital 515,585 623,771

Accumulated deficit (863,771) (512,992)

Accumulated other comprehensive loss (197,420) (90,618)

Stockholders' equity (544,424) 21,324

Non-controlling interest in equity of consolidated subsidiaries (200,373) (167,561)

Total equity (744,797) (146,237)

Total liabilities, redeemable preferred stock and equity $ 5,699,824 $ 5,748,661

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands, unless otherwise noted)

Nine Months Ended September 30,

2026 2025

Cash flows from operating activities:

Net loss $ (389,788) $ (54,333)

Adjustments to reconcile net loss to net cash used in operating activities:

Equity in losses (earnings) of unconsolidated entities 1,668 (6,247)

Gain on sale of subsidiaries — (119,952)

Costs to modify or extinguish debt, net 47,634 59,281

Equity-based compensation 20,091 3,685

Depreciation and amortization 125,530 93,823

Asset impairment 91,775 4,401

Change in deferred income taxes (10,642) (36,068)

Change in fair value of non-hedge derivative (1,745) —

Change in fair value of warrants 26,516 (470)

Amortization of deferred financing costs 12,444 11,366

Amortization of bond discount 74,195 10,055

Amortization of other comprehensive income (17,601) (13,970)

Paid-in-kind interest expense 7,809 3,325

Other 716 1,020

Change in:

Accounts receivable (9,521) 2,038

Other assets 10,076 (1,022)

Accounts payable and accrued liabilities 2,084 1,821

Derivative liabilities — (67,005)

Other liabilities 403 (7,003)

Net cash used in operating activities (8,356) (115,255)

Cash flows from investing activities:

Investment in unconsolidated entities (20,729) (1,121,917)

Acquisition of business, net of cash acquired (40,410) 226,628

Acquisition of leasing equipment — (607)

Acquisition of property, plant and equipment (214,388) (214,644)

Proceeds from investor loan — 11,001

Proceeds from sale of subsidiaries, net of cash 35 —

Purchase deposits for acquisitions (3,410) —

Proceeds from sale of property, plant and equipment 9,629 2,660

Net cash used in investing activities (269,273) (1,096,879)

Cash flows from financing activities:

Proceeds from debt, net 1,658,887 1,744,075

Repayment of debt (1,559,513) (763,362)

Payment of financing costs (19,079) (59,878)

Proceeds from financing obligation 50,000 2,694

Repayment of financing obligations (1,641) —

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 (10,635) (10,342)

Cash dividends - redeemable preferred stock — (25,516)

Cash dividends - redeemable preferred stock - NCI (5,000) —

Settlement of equity-based compensation (2,903) (1,199)

Distributions to non-controlling interests (1,620) —

Net cash provided by financing activities 108,496 1,418,754

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents, including cash classified within assets held for sale (169,133) 206,620

Less: cash classified within assets held for sale (16,057) —

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents (185,190) 206,620

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 $ 140,756 $ 353,916

Key Performance Measures

The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.

Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. Adjusted EBITDA is defined as net income (loss) attributable to common stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, gains (losses) on the modification or extinguishment of 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 other pension expense benefits (“OPEB”) liabilities, dividends and accretion of redeemable and convertible preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

The following table sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30, Change Nine Months Ended

September 30, Change

(in thousands) 2026 2025 2026 2025

Net loss attributable to common stockholders $ (150,234) $ (159,229) $ 8,995 $ (471,223) $ (134,870) $ (336,353)

Add: Provision for (benefit from) income taxes 2,246 5,081 (2,835) (5,807) (35,481) 29,674

Add: Equity-based compensation expense 3,653 1,522 2,131 20,091 3,685 16,406

Add: Acquisition and transaction expenses 7,487 3,221 4,266 20,328 15,440 4,888

Add: Losses on the modification or extinguishment of capital lease obligations — — — — — —

Add: Changes in fair value of non-hedge derivative instruments 25,592 211 25,381 26,345 211 26,134

Add: Asset impairment charges 28,587 — 28,587 91,775 4,401 87,374

Add: Incentive allocations — — — — — —

Add: Depreciation and amortization expense (1)

29,483 26,808 2,675 111,627 83,551 28,076

Add: Interest expense 116,524 128,520 (11,996) 352,019 234,909 117,110

Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)

(590) 8,323 (8,913) (1,668) 12,723 (14,391)

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

40,472 66,188 (25,716) 120,444 114,535 5,909

Add: Interest and other costs on pension and OPEB liabilities (142) (265) 123 (425) (794) 369

Add: Other non-recurring items (4)

1,108 962 146 4,626 2,295 2,331

Less: Equity in losses (earnings) of unconsolidated entities 590 (2,928) 3,518 1,668 (6,247) 7,915

Less: Non-controlling share of Adjusted EBITDA (5)

(9,447) (7,483) (1,964) (27,766) (22,292) (5,474)

Adjusted EBITDA (Non-GAAP) $ 95,329 $ 70,931 $ 24,398 $ 242,034 $ 272,066 $ (30,032)

_______________________________

(1)Includes the following items for the three months ended September 30, 2026 and 2025: (i) depreciation and amortization expense of $35,328 and $34,813, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(7,078) and $(9,238), respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) depreciation and amortization expense of $125,530 and $93,823, (ii) capitalized contract costs amortization of $3,698 and $3,698 and (iii) amortization of other comprehensive income of $(17,601) and $(13,970), respectively.

(2)Includes the following items for the three months ended September 30, 2026 and 2025: (i) net (loss) income of $(590) and $5,100, (ii) depreciation and amortization expense of $— and $1,852 and (iii) provision for income taxes of $— and $1,371, respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) net (loss) income of $(1,668) and $11,578, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $4,736, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10, (vii) provision for income taxes of $— and $1,371 and (viii) other non-recurring items of $— and $1, respectively.

(3)Includes the following items for the three months ended September 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $35,795 and $25,311, (ii) dividends of convertible preferred stock of $4,677 and $4,231 and (iii) loss on extinguishment of preferred stock of $— and $36,646, respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $106,903 and $68,109, (ii) dividends of convertible preferred stock of $13,541 and $9,780 and (iii) loss on extinguishment of preferred stock of $— and $36,646, respectively.

(4)Includes the following items for the three months ended September 30, 2026: (i) Railroad severance and integration expenses of $798 and (ii) unrealized loss on investment of $310. Includes the following item for the three months ended September 30, 2025: (i) Railroad severance expense of $7 and (ii) non-ordinary professional fees of $955. Includes the following items for the nine months ended September 30, 2026: (i) Railroad severance and integration expenses of $3,126 and (ii) unrealized loss on investment of $1,500. Includes the following items for the nine months ended September 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955.

(5)Includes the following items for the three months ended September 30, 2026 and 2025: (i) equity-based compensation of $299 and $120, (ii) (benefit from) provision for income taxes of $(20) and $14, (iii) interest expense of $5,370 and $4,124, (iv) depreciation and amortization expense of $3,355 and $3,079, (v) changes in fair value of non-hedge derivative instruments of $150 and $(3), (vi) acquisition and transaction expenses of $76 and $52, (vii) interest and other costs on pension and OPEB liabilities of $(1) and $(2), (viii) asset impairment charges of $(9) and $(2), (ix) equity in earnings of unconsolidated entities of $— and $31, (x) dividends and accretion of redeemable preferred stock of $225 and $72 and (xi) other non-recurring items of $2 and $(2), respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) equity-based compensation expense of $2,366 and $344, (ii) provision for income taxes of $98 and $202, (iii) interest expense of $14,361 and $12,128, (iv) depreciation and amortization expense of $10,048 and $9,219, (v) changes in fair value of non-hedge derivative instruments of $154 and $(3), (vi) acquisition and transaction expenses of $120 and $218, (vii) interest and other costs on pension and OPEB liabilities of $(3) and $(5), (viii) asset impairment charges of $(9) and $25, (ix) equity in earnings of unconsolidated entities of $— and $31, (x) dividends and accretion of redeemable preferred stock of $616 and $72 and (xi) other non-recurring items of $15 and $61, respectively.

The following tables sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA for our four core segments for the three months ended September 30, 2026:

Three Months Ended September 30, 2026

(in thousands) Railroad Jefferson Terminal Repauno Power and Gas Four Core Segments

Net loss attributable to common stockholders $ (39,881) $ (12,966) $ (6,679) $ (12,136) $ (71,662)

Add: Provision for income taxes 2,219 20 — — 2,239

Add: Equity-based compensation expense 424 1,072 172 1,894 3,562

Add: Acquisition and transaction expenses 2,161 90 — 3,172 5,423

Add: Losses on the modification or extinguishment of capital lease obligations — — — — —

Add: Changes in fair value of non-hedge derivative instruments 25,592 — — — 25,592

Add: Asset impairment charges — — — 28,587 28,587

Add: Incentive allocations — — — — —

Add: Depreciation and amortization expense (1)

20,058 13,519 2,708 (7,078) 29,207

Add: Interest expense 2,460 20,624 3,368 26,907 53,359

Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities

— — — — —

Add: Dividends and accretion of redeemable and convertible preferred stock 34,284 — — — 34,284

Add: Interest and other costs on pension and OPEB liabilities (142) — — — (142)

Add: Other non-recurring items (2)

798 — — — 798

Less: Equity in earnings of unconsolidated entities — — — — —

Less: Non-controlling share of Adjusted EBITDA (3)

(552) (8,181) (287) (407) (9,427)

Adjusted EBITDA (Non-GAAP) $ 47,421 $ 14,178 $ (718) $ 40,939 $ 101,820

_______________________________

(1)Jefferson Terminal

Includes the following items for the three months ended September 30, 2026: (i) depreciation and amortization expense of $12,286 and (ii) capitalized contract costs amortization of $1,233.

Power and Gas

Includes the following items for the three months ended September 30, 2026: amortization of other comprehensive income of $(7,078).

(2)Railroad

Includes the following items for the three months ended September 30, 2026: Railroad severance and integration expenses of $798.

(3)Railroad

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $3, (ii) provision for income taxes of $15, (iii) interest expense of $12, (iv) depreciation and amortization expense of $133, (v) acquisition and transaction expenses of $12, (vi) interest and other costs on pension and OPEB liabilities of $(1), (vii) dividends and accretion of redeemable preferred stock of $225, (viii) changes in fair value of non-hedge derivative instruments of $151 and (ix) other non-recurring items of $2.

Jefferson Terminal

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $248, (ii) provision for income taxes of $4, (iii) interest expense of $4,777, (iv) depreciation and amortization expense of $3,131 and (v) acquisition and transaction expenses of $21.

Repauno

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $8, (ii) interest expense of $155 and (iii) depreciation and amortization expense of $124.

Power and Gas

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $35, (ii) benefit from income taxes of $(39), (iii) interest expense of $426, (iv) depreciation and amortization expense of $(48), (v) acquisition and transaction expenses of $43, (vi) changes in fair value of non-hedge derivative instruments of $(1) and (vii) asset impairment charges of $(9).

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Nov. 05, 2026

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Nov. 05, 2026

Entity Registrant Name

FTAI INFRASTRUCTURE INC.

Entity Incorporation, State or Country Code

Entity File Number

001-41370

Entity Tax Identification Number

87-4407005

Local Phone Number

798-6100

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1345 Avenue of the Americas

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45th Floor

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New York

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10105

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212

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Common Stock, par value $0.01 per share

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FIP

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NASDAQ

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