Form 8-K

8-K — FTAI Infrastructure Inc.

Accession: 0001899883-26-000031

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001899883

SIC: 4011 (RAILROADS, LINE-HAUL OPERATING)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ftai-20260805.htm (Primary)

EX-99.1 (fip63020268-kxexhibit991.htm)

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8-K

8-K (Primary)

Filename: ftai-20260805.htm · Sequence: 1

ftai-20260805

2026falseFY000189988300018998832026-08-052026-08-05

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): August 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 August 5, 2026, FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 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 August 5, 2026, issued by FTAI Infrastructure Inc.

104

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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: August 5, 2026

FTAI INFRASTRUCTURE INC.

/s/ Kenneth J. Nicholson

Kenneth J. Nicholson

Chief Executive Officer and President

EX-99.1

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Document

Exhibit 99.1

PRESS RELEASE

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

NEW YORK, August 5, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the second 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 $76.1 million of Adjusted EBITDA for the second quarter of 2026.

•Strong performance from the rail segment with record revenues and Adjusted EBITDA for Q2; announced tuck-in acquisition of Tidewater Logistics on June 29, 2026.

•Anticipated sale of Long Ridge is pending regulatory approval; at closing, FIP will immediately eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay approximately $300 million of other debt.

•Jefferson completed the SSP bi-directional pipeline project, while Repauno phase two continued progress to an expected early 2027 operational commencement.

Financial Overview

(in thousands, except per share data)

Selected Financial Results Q2’26

Net Loss Attributable to Common Stockholders $ (166,464)

Basic and Diluted Loss per Share of Common Stock $ (1.41)

Adjusted EBITDA (1)

$ 76,113

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

$ 83,031

_______________________________

(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.

Second Quarter 2026 Dividends

On August 5, 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 June 30, 2026, payable on September 8, 2026 to the holders of record on August 24, 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 Thursday, August 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/BI94c2ce06b3e4463c9d752652f363bf8e. 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 Thursday, August 6, 2026 through 11:30 A.M. on Thursday, August 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

Exhibit - Financial Statements

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues

Total revenues $ 186,768 $ 122,286 $ 375,132 $ 218,447

Expenses

Operating expenses 117,333 74,435 237,727 141,480

General and administrative 3,674 3,862 7,228 8,975

Acquisition and transaction expenses 6,021 8,704 12,841 12,219

Management fees and incentive allocation to affiliate 3,677 3,680 7,769 6,222

Depreciation and amortization 39,511 33,998 90,202 59,010

Asset impairment 63,188 4,401 63,188 4,401

Total expenses 233,404 129,080 418,955 232,307

Other (expense) income

Equity in (losses) earnings of unconsolidated entities (560) (1,995) (1,078) 3,319

(Loss) gain on sale of assets, net (16) — (582) 119,828

Loss on modification or extinguishment of debt (1,602) (4,066) (47,516) (4,073)

Interest expense (105,492) (59,204) (187,979) (102,316)

Other income 3,287 3,052 6,271 6,745

Total other (expense) income (104,383) (62,213) (230,884) 23,503

(Loss) income before income taxes (151,019) (69,007) (274,707) 9,643

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

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

Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders (11,377) (11,100) (25,637) (22,501)

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

Less: Dividends and accretion of redeemable preferred stock 657 20,957 657 42,798

Less: Convertible preferred stock dividend 4,511 4,082 8,864 5,549

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

(Loss) earnings per share:

Basic $ (1.41) $ (0.73) $ (2.73) $ 0.21

Diluted $ (1.41) $ (0.73) $ (2.73) $ 0.21

Weighted average shares outstanding:

Basic 118,163,955 114,880,817 117,430,787 114,491,338

Diluted 118,163,955 114,880,817 117,430,787 115,260,452

FTAI INFRASTRUCTURE INC.

CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

June 30, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 32,628 $ 57,351

Restricted cash and cash equivalents 139,947 268,595

Accounts receivable, net 89,759 95,388

Other current assets 48,500 62,677

Current assets held for sale 56,933 —

Total current assets 367,767 484,011

Leasing equipment, net 35,822 36,570

Operating lease right-of-use assets, net 154,406 133,493

Property, plant, and equipment, net 3,135,540 4,581,771

Investments 21,166 22,243

Intangible assets, net 55,980 43,173

Goodwill 275,366 365,703

Other assets 100,241 81,697

Non-current assets held for sale 1,600,457 —

Total assets $ 5,746,745 $ 5,748,661

Liabilities

Current liabilities:

Accounts payable and accrued liabilities $ 236,752 $ 280,707

Debt, net 476,768 65,438

Operating lease liabilities 10,985 9,108

Derivative liabilities — 34,381

Other current liabilities 29,791 20,363

Current liabilities held for sale 579,713 —

Total current liabilities 1,334,009 409,997

Debt, net 2,286,949 3,708,735

Operating lease liabilities 91,474 71,000

Derivative liabilities — 189,116

Warrant liabilities 82,523 81,599

Deferred income tax liabilities 289,279 300,231

Other liabilities 113,020 44,000

Non-current liabilities held for sale 911,169 —

Total liabilities 5,108,423 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 and 160,000 Series B shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; redemption amount of $192.0 million and $192.0 million at June 30, 2026 and December 31, 2025, respectively)

153,298 152,642

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

1,003,747 937,578

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 June 30, 2026 and December 31, 2025, respectively)

1,182 1,163

Additional paid in capital 553,590 623,771

Accumulated deficit (754,009) (512,992)

Accumulated other comprehensive loss (130,539) (90,618)

Stockholders' equity (329,776) 21,324

Non-controlling interest in equity of consolidated subsidiaries (188,947) (167,561)

Total equity (518,723) (146,237)

Total liabilities, redeemable preferred stock and equity $ 5,746,745 $ 5,748,661

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands, unless otherwise noted)

Six Months Ended June 30,

2026 2025

Cash flows from operating activities:

Net (loss) income $ (266,654) $ 50,205

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

Equity in losses (earnings) of unconsolidated entities 1,078 (3,319)

Gain on sale of subsidiaries — (119,952)

Loss on modification or extinguishment of debt 47,516 4,073

Equity-based compensation 16,438 2,163

Depreciation and amortization 90,202 59,010

Asset impairment 63,188 4,401

Change in deferred income taxes (10,952) (41,298)

Amortization of deferred financing costs 7,218 5,218

Amortization of bond discount 42,839 5,459

Amortization of other comprehensive income (10,523) (4,732)

Paid-in-kind interest expense 5,115 —

Other 840 1,216

Change in:

Accounts receivable (5,492) (2,988)

Other assets (2,457) 2,540

Accounts payable and accrued liabilities (9,731) 15,593

Derivative liabilities — (66,178)

Other liabilities 1,035 (2,283)

Net cash used in operating activities (30,340) (90,872)

Cash flows from investing activities:

Investment in unconsolidated entities (14,391) (12,585)

Acquisition of business, net of cash acquired (40,411) 226,628

Acquisition of leasing equipment — (564)

Acquisition of property, plant and equipment (129,029) (148,319)

Proceeds from investor loan — 11,001

Proceeds from sale of subsidiaries, net of cash 35 —

Purchase deposits for acquisitions (3,410) —

Proceeds from sale of property, plant and equipment 9,043 2,198

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

Cash flows from financing activities:

Proceeds from debt, net 1,407,376 494,074

Repayment of debt (1,337,217) (126,102)

Payment of financing costs (15,796) (21,545)

Proceeds from financing obligation 50,000 —

Repayment of financing obligation (920) —

Cash dividends - common stock (7,090) (6,886)

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

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

Settlement of equity-based compensation (2,903) (545)

Distributions to non-controlling interests (1,248) —

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

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents, including cash classified within assets held for sale (121,301) 300,967

Less: net decrease in cash classified within assets held for sale (32,070) —

Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents (153,371) 300,967

Cash and cash equivalents and restricted cash and cash equivalents, beginning of period 325,946 147,296

Cash and cash equivalents and restricted cash and cash equivalents, end of period $ 172,575 $ 448,263

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 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 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) income attributable to common stockholders to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Change Six Months Ended

June 30, Change

(in thousands) 2026 2025 2026 2025

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

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

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

Add: Acquisition and transaction expenses 6,021 8,704 (2,683) 12,841 12,219 622

Add: Losses on the modification or extinguishment of debt and capital lease obligations 1,602 4,066 (2,464) 47,516 4,073 43,443

Add: Changes in fair value of non-hedge derivative instruments 195 — 195 753 — 753

Add: Asset impairment charges 63,188 4,401 58,787 63,188 4,401 58,787

Add: Incentive allocations — — — — — —

Add: Depreciation and amortization expense (1)

40,456 32,086 8,370 82,144 56,743 25,401

Add: Interest expense 105,492 59,204 46,288 187,979 102,316 85,663

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

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

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

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

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

Add: Other non-recurring items (4)

857 298 559 3,518 1,333 2,185

Less: Equity in losses (earnings) of unconsolidated entities 560 1,995 (1,435) 1,078 (3,319) 4,397

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

(7,413) (7,477) 64 (18,319) (14,809) (3,510)

Adjusted EBITDA (Non-GAAP) $ 76,113 $ 45,916 $ 30,197 $ 146,705 $ 201,135 $ (54,430)

_______________________________

(1)Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $39,511 and $33,998, (ii) capitalized contract costs amortization of $1,232 and $1,232 and (iii) amortization of other comprehensive income of $(287) and $(3,144), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $90,202 and $59,010, (ii) capitalized contract costs amortization of $2,465 and $2,465 and (iii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively.

(2)Includes the following items for the three months ended June 30, 2026 and 2025: net loss of $(560) and $(100), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) net (loss) income of $(1,078) and $6,478, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of

$— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.

(3)Includes the following items for the three months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $33,887 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $71,108 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively.

(4)Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857. Includes the following item for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2026: (i) Railroad severance and integration expenses of $2,328 and (ii) unrealized loss on investment of $1,190. Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298.

(5)Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation of $295 and $86, (ii) provision for income taxes of $52 and $84, (iii) interest expense of $3,445 and $3,706, (iv) depreciation and amortization expense of $3,362 and $3,071, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $29 and $165, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $— and $8, (ix) losses on the modification or extinguishment of debt of $5 and $356, (x) dividends and accretion of redeemable preferred stock of $216 and $— and (xi) other non-recurring items of $7 and $2, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $2,067 and $224, (ii) provision for income taxes of $118 and $188, (iii) interest expense of $7,497 and $7,646, (iv) depreciation and amortization expense of $6,693 and $6,140, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $44 and $166, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (viii) asset impairment charges of $— and $27, (ix) losses on the modification or extinguishment of debt of $1,494 and $358, (x) dividends and accretion of redeemable preferred stock of $391 and $— and (xi) other non-recurring items of $13 and $63, respectively.

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 June 30, 2026:

Three Months Ended June 30, 2026

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

Net loss attributable to common stockholders $ (18,839) $ (8,557) $ (3,807) $ (54,104) $ (85,307)

Add: Provision for (benefit from) income taxes 3,237 136 2 (14,951) (11,576)

Add: Equity-based compensation expense 442 1,072 172 3,589 5,275

Add: Acquisition and transaction expenses 2,491 — — 2,245 4,736

Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — 549 549

Add: Changes in fair value of non-hedge derivative instruments 18 — — 177 195

Add: Asset impairment charges — — — 60,380 60,380

Add: Incentive allocations — — — — —

Add: Depreciation and amortization expense (1)

19,512 13,229 2,655 4,822 40,218

Add: Interest expense 1,905 13,636 1,405 25,031 41,977

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

— — — — —

Add: Dividends and accretion of redeemable and convertible preferred stock 33,230 — — — 33,230

Add: Interest and other costs on pension and OPEB liabilities (103) — — — (103)

Add: Other non-recurring items (2)

857 — — — 857

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

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

(394) (6,502) (195) (309) (7,400)

Adjusted EBITDA (Non-GAAP) $ 42,356 $ 13,014 $ 232 $ 27,429 $ 83,031

_______________________________

(1)Jefferson Terminal

Includes the following items for the three months ended June 30, 2026: (i) depreciation and amortization expense of $11,997 and (ii) capitalized contract costs amortization of $1,232.

Power and Gas

Includes the following items for the three months ended June 30, 2026: (i) depreciation and amortization expense of $5,109 and (ii) amortization of other comprehensive income of $(287).

(2)Railroad

Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857.

(3)Railroad

Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $3, (ii) provision for income taxes of $20, (iii) interest expense of $12, (iv) depreciation and amortization expense of $126, (v) acquisition and transaction expenses of $11, (vi) interest and other costs on pension and OPEB liabilities of $(2), (vii) dividends and accretion of redeemable preferred stock of $216, (viii) changes in fair value of non-hedge derivative instruments of $1 and (ix) other non-recurring items of $7.

Jefferson Terminal

Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $249, (ii) provision for income taxes of $32, (iii) interest expense of $3,157 and (iv) depreciation and amortization expense of $3,064.

Repauno

Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $8, (ii) interest expense of $64 and (iii) depreciation and amortization expense of $123.

Power and Gas

Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $30, (ii) interest expense of $212, (iii) depreciation and amortization expense of $41, (iv) acquisition and transaction expenses of $18, (v) changes in fair value of non-hedge derivative instruments of $3 and (vi) losses on the modification or extinguishment of debt of $5.

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Aug. 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

Entity Address, Address Line One

1345 Avenue of the Americas

Entity Address, Address Line Two

45th Floor

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10105

City Area Code

212

Title of 12(b) Security

Common Stock, par value $0.01 per share

Trading Symbol

FIP

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Document Fiscal Year Focus

2026

Amendment Flag

false

Document Fiscal Period Focus

Entity Central Index Key

0001899883

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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