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What changed in FTAI Infrastructure Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FTAI Infrastructure Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+287 added−291 removedSource: 10-K (2026-03-16) vs 10-K (2025-03-13)

Top changes in FTAI Infrastructure Inc.'s 2025 10-K

287 paragraphs added · 291 removed · 201 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

41 edited+15 added−10 removed90 unchanged
Biggest changeOn August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc. common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022, and we became an independent, 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.
Biggest changeWe 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.
In October 2021, Long Ridge completed its construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant.
In October 2021, Long Ridge completed the construction of its now fully functional 485-megawatt combined-cycle power plant at the site and the associated plans to self-supply the natural gas fuel requirements for the plant.
To meet such increased demand, Jefferson Terminal, utilizing the flexibility of the facilities at its main terminal location, operates a refined products export system consisting of receiving several grades of refined products by direct pipeline connections from a large area refinery and from inland barge, storing the various products in 19 tanks with a combined capacity of approximately 3.2 million barrels, and loading the products to ships, barges, and unit trains via its rail facilities consisting of a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day.
To meet such increased demand, Jefferson Terminal, utilizing the flexibility of the facilities at its main terminal location, operates a refined products export system consisting of receiving several grades of refined products by direct pipeline connections from a large area refinery and from inland barge, storing the various products in 20 tanks with a combined capacity of approximately 3.2 million barrels, and loading the products to ships, barges, and unit trains via its rail facilities consisting of a 20 spot rail car loading system with the capacity to load approximately 70,000 barrels per day.
Under the Railway Services Agreement, for an initial term of 15 years from and after the closing of the Transtar Acquisition, Transtar will continue to provide USS with rail haulage, switching and transportation services at USS’s facilities in and around Gary, Indiana, Pittsburgh, Pennsylvania, Fairfield, Alabama, Ecorse, Michigan, Lorain, Ohio and Lone Star, Texas, including but not limited to: railcar maintenance and repair services, locomotive maintenance, inspection and repair services, maintenance-of-way services, car management services, and rail and material handling services.
Under the Railway Services Agreement, for an initial term of 15 years from and after the closing of the Transtar Acquisition, Transtar will 8 continue to provide USS with rail haulage, switching and transportation services at USS’s facilities in and around Gary, Indiana, Pittsburgh, Pennsylvania, Fairfield, Alabama, Ecorse, Michigan, Lorain, Ohio and Lone Star, Texas, including but not limited to: railcar maintenance and repair services, locomotive maintenance, inspection and repair services, maintenance-of-way services, car management services, and rail and material handling services.
Due to an internal reorganization of GM-FTAI Holdco LLC in June 2022, we now own a 27.4% indirect equity interest in each of Gladieux and Aleon. Clean Planet USA On November 19, 2021, FTAI and UK green-tech company Clean Planet Energy announced the formation of a joint venture partnership to develop Clean Planet USA ecoPlants in key North American markets.
Due to an internal reorganization of GM-FTAI Holdco LLC in June 2022, we now own a 27.4% indirect equity interest in each of Gladieux and Aleon. Clean Planet Group On November 19, 2021, FTAI and UK green-tech company Clean Planet Energy announced the formation of a joint venture partnership to develop Clean Planet USA ecoPlants in key North American markets.
Our Manager does not have an obligation to offer us the opportunity to participate in any particular investment, even if it meets our investment objectives. 13 Where Readers Can Find Additional Information FTAI Infrastructure Inc. is a Delaware corporation. Our principal executive offices are located at 1345 Avenue of the Americas, New York, New York 10105.
Our Manager does not have an obligation to offer us the opportunity to participate in any particular investment, even if it meets our investment objectives. Where Readers Can Find Additional Information FTAI Infrastructure Inc. is a Delaware corporation. Our principal executive offices are located at 1345 Avenue of the Americas, New York, New York 10105.
Since investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential, this could result in increased risk to the value of our portfolio of assets and your investment in us. We may compete with entities affiliated with or managed by our Manager or Fortress for certain assets that we may seek to acquire.
Since investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential, this could result in increased risk to the value of our portfolio of assets and your investment in us. 13 We may compete with entities affiliated with or managed by our Manager or Fortress for certain assets that we may seek to acquire.
Under some environmental laws in the United States and certain other countries, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part.
Under some environmental laws in the United States 12 and certain other countries, strict liability may be imposed on the owners or operators of assets, which could render us liable for environmental and natural resource damages without regard to negligence or fault on our part.
Our Manager has significant prior experience in all of our target sectors, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our 7 existing and newly-acquired assets.
Our Manager has significant prior experience in all of our target sectors, as well as a network of industry relationships, that we believe positions us well to make successful acquisitions and to actively manage and improve operations and cash flows of our existing and newly-acquired assets.
In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General 12 Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.
In October 2020, Long Ridge, located in Hannibal, Ohio, announced its plan to transition its 485-megawatt combined-cycle power plant to run on carbon-free hydrogen, in collaboration with General Electric, Kiewit Power Constructors Co., Black & Veatch and NAES Corporation.
In December 2019, ORP contributed its equity interests in Long Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash.
In December 2019, ORP contributed its equity interests in Long 10 Ridge into Long Ridge Terminal LLC and sold a 49.9% interest to Labor Impact Fund L.P., an investment fund managed by GCM Grosvenor, for $150 million in cash.
In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business 11 development strategies. On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors.
In the case of operating infrastructure, our Manager plays a central role in developing and executing operational, finance and business development strategies. On a periodic basis, our Manager discusses the status of our acquired assets with our board of directors.
These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2024 and 2023.
These affiliates may have meaningful purchasing capacity, which may change over time depending upon a variety of factors, including, but not limited to, available equity capital and debt financing, market conditions and cash on hand. Fortress has funds invested in transportation-related infrastructure with approximately $3.9 billion in investments in aggregate as of December 31, 2025 and 2024.
In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 596-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”). The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia 9 and aniline.
In addition to its main terminal located at the Port, Jefferson Terminal has an approximately 605-acre industrial property and port terminal complex located in Nederland, Texas (“Jefferson Terminal South”). The Jefferson Terminal South complex is equipped with barge docks, a deep-water ship dock, and rail facilities capable of handling multiple specialty chemicals including ammonia and aniline.
Shortly after the end of 2020, DRP completed its state-of-the-art rail-to-ship transloading system. This allows DRP to load or unload Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 10 fully refrigerated LPG marine vessels loaded in 2024.
Shortly after the end of 2020, DRP completed its state-of-the-art rail-to-ship transloading system. This allows DRP to load or unload Liquified Petroleum Gas (“LPG”) marine vessels from its new wharf, including 17 fully refrigerated LPG marine vessels loaded in 2025.
On February 26, 2025, we repurchased from Labor Impact Fund L.P. its 49.9% interest for certain equity and debt securities along with cash. Accordingly, commencing in the first quarter of 2025, we will be fully consolidating the assets, liabilities and results of operations into our financial statements.
On February 26, 2025, we repurchased from Labor Impact Fund L.P. its 49.9% interest for certain equity and debt securities along with cash. Accordingly, commencing in the first quarter of 2025, we began fully consolidating the assets, liabilities and results of operations of Long Ridge into our financial statements.
As of December 31, 2024, Transtar has approximately 440 employees, of which approximately 340 are subject to collective bargaining agreements. 8 Railway Services Agreement On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”).
As of December 31, 2025, Transtar has approximately 410 employees, of which approximately 340 are subject to collective bargaining agreements. Railway Services Agreement On July 28, 2021, in connection with the closing of the Transtar Acquisition, Transtar, certain Transtar subsidiaries (together with Transtar, the “Transtar Parties”), and USS entered into a railway services agreement (the “Railway Services Agreement”).
Jefferson Terminal owns approximately 544 acres of the land at Jefferson Terminal South and leases an additional 52 acres.
Jefferson Terminal owns approximately 553 acres of the land at Jefferson Terminal South and leases an additional 52 acres.
Through an equity method investment, 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 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.
As of December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion. Our Strategy We invest across a number of major sectors including energy, intermodal transport, ports and terminals and rail, and we may pursue acquisitions in other areas as and when opportunities arise in the future.
As of December 31, 2025, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million. Our Strategy We invest across a number of major sectors including rail, energy, intermodal transport and ports and terminals, and we may pursue acquisitions in other areas as and when opportunities arise in the future.
Long Ridge WV is focusing on energy and gas development in the West Virginia region. 10 On February 19, 2025, Long Ridge completed a comprehensive refinancing of its business, which included the issuance of $1.0 billion of debt securities which were used to: 1) repay existing outstanding indebtedness, 2) terminate certain power swap agreements and reprice two others at significantly higher prices, 3) pay fees and expenses associated with the refinancing, 4) fund certain reserve accounts and 5) fund general corporate purposes.
On February 19, 2025, Long Ridge completed a comprehensive refinancing of its business, which included the issuance of $1.0 billion of debt securities which were used to: 1) repay existing outstanding indebtedness, 2) terminate certain power swap agreements and reprice two others at significantly higher prices, 3) pay fees and expenses associated with the refinancing, 4) fund certain reserve accounts and 5) fund general corporate purposes.
As of and for the year ended December 31, 2024, our largest customer accounted for 50% of our revenue and 34% of total accounts receivable, net. We derive a significant percentage of our revenue within specific sectors from a limited number of customers.
As of and for the year ended December 31, 2025, our largest customer accounted for 27% of our revenue and 17% of total accounts receivable, net. We derive a significant percentage of our revenue within specific sectors from a limited number of customers.
As of December 31, 2024, we have approximately 670 employees at our subsidiaries across our business segments, approximately 340 of whom are party to collective bargaining agreements. We consider our relationship with our employees to be good and we focus heavily on employee engagement.
As of December 31, 2025, we have approximately 1,110 employees at our subsidiaries across our business segments, approximately 640 of whom are party to collective bargaining agreements. We consider our relationship with our employees to be good and we focus heavily on employee engagement.
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 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.
Jefferson Terminal is currently constructing a new ship dock at Jefferson Terminal South to handle blue ammonia for an adjacently-located customer under a 15-year throughput agreement. Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South.
Jefferson Terminal has developed a new ship dock at Jefferson Terminal South to handle blue ammonia for adjacently-located customers under 15-year throughput agreements. Jefferson Terminal is also currently exploring multiple opportunities for future development at Jefferson Terminal South.
These relationships include senior executives at lessors and operators, end users of transportation and infrastructure assets, as well as banks, lenders and other asset owners. We have a robust current pipeline of potential investment opportunities. This current pipeline consists of opportunities for renewable and non-renewable energy, intermodal, rail and port-related investments.
These relationships include senior executives at lessors and operators, end users of transportation and infrastructure assets, as well as banks, lenders and other asset owners. We have a robust current pipeline of potential investment opportunities.
In April 2022, Long Ridge became the first large scale gas power plant in the U.S. to test blend hydrogen as a fuel. This is also the first GE-H class turbine in the world to achieve this milestone. Long Ridge has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices.
In April 2022, Long Ridge, in collaboration with General Electric, became the first large scale gas power plant in the U.S. to test blend hydrogen as a fuel and has continued to evaluate opportunities for plant integration of hydrogen blending and to ensure safe and reliable industrial practices.
At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including Western Canada, the Uinta Basin, and the Permian Basin, for onward transportation to domestic destinations and international markets; as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America.
At this location, Jefferson Terminal handles, stores, and blends light and heavy crudes received by pipeline, rail or waterborne transportation from most major North American production markets, including the Uinta Basin, the Permian Basin, and Western Canada, for onward transportation to domestic destinations and international markets; as well as storing and handling refined products, including automotive gasoline, diesel fuel, and other products, destined for domestic and foreign markets in North and South America. 9 Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast, as many of these refineries are specifically configured to process heavier feedstocks.
Corporate and other sources accounted for the remaining 17% of our total revenue. We target sectors that we believe value strong long-term growth potential and proactively seek investment opportunities within those sectors that we believe will generate strong risk-adjusted returns.
We target sectors that we believe value strong long-term growth potential and proactively seek investment opportunities within those sectors that we believe will generate strong risk-adjusted returns.
As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments.
As one of the newest marine terminals on the Delaware River, Repauno is designed to safely and efficiently handle a wide variety of freight, providing critical logistics services to a multitude of industrial segments. In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen.
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. For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue.
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.
Our other opportunistic investments include: FYX In July 2020, FTAI invested $1.3 million for a 14% interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.
CarbonFree has developed patented technologies to capture carbon dioxide from industrial emissions sources and convert it to usable and storable products. 11 Our other opportunistic investments include: FYX In July 2020, FTAI invested $1.3 million for a 14% interest in an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.
DRP is solely reliant on us to finance its activities and therefore is a variable interest entity (“VIE”). We concluded that we are the primary beneficiary; accordingly, DRP has been presented on a consolidated basis in the accompanying financial statements.
Prior to 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 is a variable interest entity (“VIE”). We concluded that we were the primary beneficiary and, accordingly, DRP was presented on a consolidated basis in the accompanying financial statements.
Refer to the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest.
Refer to Note 3 and the Company’s Form 8-K which was filed with the Securities and Exchange Commission on February 27, 2025 for further information on the acquisition of the remaining 49.9% interest. As announced previously by the Company, we are still evaluating strategic alternatives for Long Ridge, including a potential sale of Long Ridge.
These competitors include companies in the midstream energy business, terminal operators and those involved in the transportation of bulk goods. We compete with other market participants on the basis of industry knowledge, availability of capital and deal structuring experience and flexibility, among other things.
We compete with other market participants on the basis of industry knowledge, availability of capital and deal structuring experience and flexibility, among other things.
Asset Acquisition Process Our strategy is to acquire assets that we believe are essential to global infrastructure. We acquire assets that are used by major operators of infrastructure networks.
This current pipeline consists of opportunities for renewable and non-renewable energy, intermodal, rail and port-related investments. 7 Asset Acquisition Process Our strategy is to acquire assets that we believe are essential to global infrastructure. We acquire assets that are used by major operators of infrastructure networks.
Sustainability Our ongoing sustainable solutions and investments in our business include the following: • Waste plastic to renewable fuel . In November 2021, FTAI announced a joint venture with Clean Planet Energy, a UK-based green tech company, that aims to develop Clean Planet Energy USA ecoPlants in key North American markets.
In November 2021, FTAI announced a joint venture with Clean Planet Energy, a UK-based green tech company, that aims to develop Clean Planet Energy USA ecoPlants in key North American markets (refer to Note 6 for further details on this investment).
The ecoPlants will be designed to convert non-recyclable waste plastics (which are typically destined for landfill) into ultra-clean fuels and oils to support the manufacture of new plastics. The first facility is under development at Repauno in Gibbstown, New Jersey, and is expected to initially process 20,000 tons of waste plastics each year. • Lithium-ion battery recycling .
The ecoPlants will be designed to convert non-recyclable waste plastics (which are typically destined for landfill) into ultra-clean fuels and oils to support the manufacture of new plastics. • Hydrogen-fueled power plant .
In addition, the Clean Planet USA business development team is advancing multiple additional projects with agreements in place for plastic-waste supply in Alabama, Texas, Florida, the Dominican Republic, and other North American markets.
The Clean Planet USA business development team is advancing multiple projects with agreements in place for plastic-waste supply in Alabama, South Carolina and other North American markets. Clean Planet USA ecoPlants are green recycling facilities that convert traditionally non-recyclable waste plastics into ultra-clean fuels and oils, and circular naphtha to support the manufacture of new plastics.
Clean Planet USA ecoPlants are green recycling facilities that convert traditionally non-recyclable waste plastics into ultra-clean fuels and oils, and circular naphtha to support the manufacture of new plastics. An ecoPlant can accept and process plastics from all classifications, including those which are almost always rejected by traditional recycling centers and sent to landfill or incineration.
An ecoPlant can accept and process plastics from most classifications, including those which are almost always rejected by traditional recycling centers and sent to landfill or incineration. On December 22, 2025, we sold our investment in Clean Planet USA and acquired a new investment in Clean Planet USA’s parent company, Pyroplast Energy LTD (“Clean Planet Group”).
For initial testing of hydrogen blending, Long Ridge has access to nearby industrial byproduct hydrogen. For the production of green hydrogen through electrolysis, Long Ridge has direct access to water from the Ohio River. During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia.
During 2022, Long Ridge West Virginia LLC (“Long Ridge WV”) purchased rights to natural gas properties in West Virginia. Long Ridge WV is focusing on energy and gas development in the West Virginia region.
Removed
In connection with the spin-off, FTAI Infrastructure LLC converted into FTAI Infrastructure Inc., a Delaware corporation, and acquired all of the material assets and investments that comprised FTAI's infrastructure business (“FTAI Infrastructure”).
Added
For the year ended December 31, 2025, our Railroad business accounted for 34% of our total revenue, our Ports and Terminals business accounted for 19% of our total revenue and our Power and Gas business accounted for 36% of our total revenue. Corporate and other sources accounted for the remaining 11% of our total revenue.
Removed
Heavy crude oils, such as those produced in Utah and Western Canada, are in high demand on the Gulf Coast, as many of these refineries are specifically configured to process heavier feedstocks.
Added
The Wheeling Corporation The Wheeling Corporation (“Wheeling”) is a holding company that owns and operates the Wheeling and Lake Erie Railway and the Akron Barberton Cluster Railway (together, “W&LE”). W&LE is a regional freight railroad headquartered in Brewster, Ohio, and is one of the largest regional freight railroads in the United States.
Removed
In addition, Repauno is expanding its storage and transloading capacity, and pursuing accretive sustainable energy projects such as the export of green hydrogen and the development of a recycling facility on-site (see discussion of Clean Planet USA below).
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It plays a critical role in freight transportation for approximately 250 customers across Ohio, Pennsylvania, West Virginia and Maryland. W&LE operates on more than 1,000 miles of track and serves a diverse range of industries in some of the largest industrial markets in the country.
Removed
In collaboration with General Electric, Long Ridge has test-blended carbon-free hydrogen as a fuel and intends to continue testing to increase that blend over time by blending hydrogen in the gas stream and transitioning the plant to be capable of burning 100% green hydrogen over the next decade.
Added
It handles over 124,000 carloads annually, shipping commodities such as energy products, aggregates, chemicals, grain, plastics, and other industrial and agricultural goods. The railroad serves as critical infrastructure for the distribution of natural gas liquids from production facilities in Ohio and Pennsylvania to domestic and international markets.
Removed
The first Clean Planet USA ecoPlant is under development at the Repauno Port & Rail Terminal in Gibbstown, New Jersey, where the plant is planned to initially process 20,000 tons of waste plastics each year.
Added
It is also essential to the local supply chain for limestone and other aggregates. Wheeling owns a fleet of 92 locomotives, owns or leases approximately 1,600 railcars, operates across 17 rail yards, and has a large-scale locomotive repair facility in Brewster, Ohio.
Removed
CarbonFree In December 2021, FTAI purchased $10 million in convertible notes of CarbonFree. CarbonFree has developed patented technologies to capture carbon dioxide from industrial emissions sources and convert it to usable and storable products.
Added
Wheeling generates ancillary revenue through right-of-way lease income, car storage (with approximately 1,000 storage spots), oil and gas royalties, and various switching and repair & maintenance services.
Removed
Long Ridge-Newlight AirCarbon Facility On June 24, 2022, Long Ridge and certain of its subsidiaries entered into agreements with a wholly owned, direct subsidiary of Newlight Technologies, Inc. (“Newlight”), whereby Long Ridge will lease land and sell power and gas.
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The railroad has national reach through its 29 interchanges with connecting railroads, including 13 interchanges with three Class I railroads and 16 interchanges with 15 different short line railroads, including two with Transtar’s Union Railroad.
Removed
Newlight has developed a technology to produce AirCarbon, a naturally occurring, carbon-negative molecule called PHB that performs like plastic, but biologically degrades in natural environments. The agreements are subject to certain conditions, including that the board of directors of Newlight will make the final investment decision regarding whether to proceed with the development of the project.
Added
Acquisition of Wheeling On August 25, 2025, we completed the purchase of 100% of the issued and outstanding capital stock of Wheeling, for a purchase price of $1.05 billion, subject to certain customary adjustments set forth in the stock purchase agreement (the “Wheeling Acquisition”), and, after receiving U.S.
Removed
In September 2021, FTAI acquired a significant interest in Aleon and Gladieux. Aleon plans to develop a lithium-ion battery recycling business across the United States. Each planned location is anticipated to collect, discharge and disassemble lithium-ion batteries to extract various metals in high-purity form for resale into the lithium-ion battery production market.
Added
Surface Transportation Board (the “STB”) approval of the transaction, we took full control of Wheeling on December 26, 2025. See Note 3 for additional details related to the acquisition of Wheeling. As of December 31, 2025, Wheeling has approximately 420 employees, of which approximately 300 are subject to collective bargaining agreements.
Removed
Gladieux specializes in recycling spent catalyst produced in the petroleum refining industry. Aleon’s initial battery recycling plant is planned to be build-out at the Freeport site owned by Gladieux, leveraging its existing assets and infrastructure. At full ramp, the plant is expected to process approximately 110,000 tons of spent lithium-ion batteries each year. • Hydrogen-fueled power plant .
Added
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.
Added
See Note 6 for further details. CarbonFree In December 2021, FTAI purchased $10 million in convertible notes of CarbonFree.
Added
Specifically, we earned approximately 10%, 13% and 12% of our consolidated revenue for the years ended December 31, 2025, 2024 and 2023 from one customer within the Jefferson Terminal segment, respectively, and 32%, 50% and 51% of our consolidated revenue from one customer within the Railroad segment during the years ended December 31, 2025, 2024 and 2023, respectively.
Added
As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal, Railroad and Power and Gas segments represented 41% of total accounts receivable, net.
Added
These competitors include companies in the midstream energy business, terminal operators and those involved in the transportation of bulk goods. Specifically, our Railroad segment faces competition from other railroads, motor carriers, ships, barges and pipelines. We operate in some corridors served by other railroads and motor carriers.
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Sustainability Our ongoing sustainable solutions and investments in our business include the following: • Waste plastic to renewable fuel .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

61 edited+41 added−38 removed255 unchanged
Biggest changeAn inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business. 24 In addition, our Manager may assign our Management Agreement to an entity whose business and operations are managed or supervised by Mr. Wesley R.
Biggest changeWe do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us. An inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business.
These factors include, without limitation: • a shift in our investor base; • our quarterly or annual earnings and cash flows, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions, dispositions or other transactions; • the failure of securities analysts to cover our stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; 28 • market performance of affiliates and other counterparties with whom we conduct business; • the operating and stock price performance of other comparable companies; • our failure to maintain our exemption under the Investment Company Act or satisfy Nasdaq listing requirements; • negative public perception of us, our competitors or industry; • overall market fluctuations; and • general economic conditions.
These factors include, without limitation: • a shift in our investor base; • our quarterly or annual earnings and cash flows, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions, dispositions or other transactions; • the failure of securities analysts to cover our stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • market performance of affiliates and other counterparties with whom we conduct business; • the operating and stock price performance of other comparable companies; • our failure to maintain our exemption under the Investment Company Act or satisfy Nasdaq listing requirements; • negative public perception of us, our competitors or industry; • overall market fluctuations; and • general economic conditions.
We will, to the full extent lawful, reimburse, indemnify and hold our Manager, its members, managers, officers and employees, sub-advisers and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.
We will, to the full extent lawful, reimburse, indemnify and hold our 25 Manager, its members, managers, officers and employees, sub-advisers and each other person, if any, controlling our Manager harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from any acts or omissions of an indemnified party made in good faith in the performance of our Manager’s duties under our Management Agreement and not constituting such indemnified party’s bad faith, willful misconduct, gross negligence or reckless disregard of our Manager’s duties under our Management Agreement.
Some of the factors that could negatively affect our stock price or result in fluctuations in the price or trading volume of our stock include: • a shift in our investor base; • our quarterly or annual earnings, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions or dispositions; • the failure of securities analysts to cover our common stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and share price performance of other comparable companies; • overall market fluctuations; • general economic conditions; and • developments in the markets and market sectors in which we participate.
Some of the factors that could negatively affect our stock price or result in fluctuations in the price or trading volume of our stock include: • a shift in our investor base; 28 • our quarterly or annual earnings, or those of other comparable companies; • actual or anticipated fluctuations in our operating results; • changes in accounting standards, policies, guidance, interpretations or principles; • announcements by us or our competitors of significant investments, acquisitions or dispositions; • the failure of securities analysts to cover our common stock; • changes in earnings estimates by securities analysts or our ability to meet those estimates; • the operating and share price performance of other comparable companies; • overall market fluctuations; • general economic conditions; and • developments in the markets and market sectors in which we participate.
These provisions include, among others: • a classified board of directors with staggered three-year terms; • provisions regarding the election of directors, classes of directors, the term of office of directors and the filling of director vacancies; • provisions regarding corporate opportunity; • removal of directors only for cause and only with the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote in the election of directors; 30 • our board of directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval; • advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; • a prohibition will be in our certificate of incorporation that states that directors will be elected by plurality vote, a provision which means that the holders of a majority of the issued and outstanding shares of common stock can elect all the directors standing for election; • a requirement in our bylaws specifically denying the ability of our stockholders to consent in writing to take any action in lieu of taking such action at a duly called annual or special meeting of our stockholders; and • our Corporation Securities are subject to ownership and transfer restrictions in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
These provisions include, among others: • a classified board of directors with staggered three-year terms; • provisions regarding the election of directors, classes of directors, the term of office of directors and the filling of director vacancies; • provisions regarding corporate opportunity; • removal of directors only for cause and only with the affirmative vote of at least 80% of the then issued and outstanding shares of our capital stock entitled to vote in the election of directors; • our board of directors to determine the powers, preferences and rights of our preferred stock and to issue such preferred stock without stockholder approval; • advance notice requirements applicable to stockholders for director nominations and actions to be taken at annual meetings; • a prohibition will be in our certificate of incorporation that states that directors will be elected by plurality vote, a provision which means that the holders of a majority of the issued and outstanding shares of common stock can elect all the directors standing for election; 31 • a requirement in our bylaws specifically denying the ability of our stockholders to consent in writing to take any action in lieu of taking such action at a duly called annual or special meeting of our stockholders; and • our Corporation Securities are subject to ownership and transfer restrictions in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
In the event that any of our directors and officers who is also a director, officer or employee of any of the Fortress Parties or their affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of us and such person acts in good faith, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if any of the Fortress Parties, or their respective affiliates, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.
In the event that any of our directors and officers who is also a director, officer 24 or employee of any of the Fortress Parties or their affiliates acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as a director or officer of us and such person acts in good faith, then to the fullest extent permitted by law such person is deemed to have fully satisfied such person’s fiduciary duties owed to us and is not liable to us if any of the Fortress Parties, or their respective affiliates, pursues or acquires the corporate opportunity or if such person did not present the corporate opportunity to us.
The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, limitations under our contractual agreements, including the agreements governing certain of our debt financings, our taxable income, our operating 31 expenses and other factors our board of directors deem relevant.
The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law, limitations under our contractual agreements, including the agreements governing certain of our debt financings, our taxable income, our operating expenses and other factors our board of directors deem relevant.
In addition, if we dispose of an asset for a price that is less than the depreciated book value of the asset on our balance sheet or if we determine that an asset’s value has been impaired, we will recognize a related charge in our Consolidated and Combined Consolidated Statements of Operations and such charge could be material. 16 We may acquire operating businesses, including businesses whose operations are not fully matured and stabilized.
In addition, if we dispose of an asset for a price that is less than the depreciated book value of the asset on our balance sheet or if we determine that an asset’s value has been impaired, we will recognize a related charge in our Consolidated Statements of Operations and such charge could be material. 16 We may acquire operating businesses, including businesses whose operations are not fully matured and stabilized.
Our certificate of incorporation 29 imposes certain restrictions on the transferability and ownership of our common stock, preferred stock, and other interests treated as our “stock” (such stock and other interests, the “Corporation Securities,” such restrictions on transferability and ownership, the “Ownership Restrictions”) in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
Our certificate of incorporation imposes certain restrictions on the transferability and ownership of our common stock, preferred stock, and other interests treated as our “stock” (such stock and other interests, the “Corporation Securities,” such restrictions on transferability and ownership, the “Ownership Restrictions”) in order to reduce the possibility of an equity ownership shift that could result in limitations on our ability to utilize net operating loss carryforwards for U.S. federal income tax purposes.
There can be no assurance that the returns generated by any of our assets will meet our target returns, or any other level of return, or that we will achieve or successfully implement our asset acquisition objectives, and failure to achieve the target return in respect of any of our assets could, among other things, have a material adverse effect on our business, prospects, financial 15 condition, results of operations and cash flows.
There can be no assurance that the returns generated by any of our assets will meet our target returns, or any other level of return, or that we will achieve or successfully implement our asset acquisition objectives, and failure to achieve the target return in respect of any of our assets could, among other things, have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.
Any transferee receiving Corporation Securities that would result in a violation of the Ownership Restrictions will not be recognized as an FTAI Infrastructure stockholder or entitled to any rights of stockholders, including, without limitation, the right to vote and receive dividends or distributions, whether liquidating or otherwise, in each case, with respect to the Corporation Securities causing the violation.
Any transferee receiving Corporation Securities that would result in a violation of the Ownership Restrictions will not be recognized as an FTAI Infrastructure stockholder or entitled to any rights of 30 stockholders, including, without limitation, the right to vote and receive dividends or distributions, whether liquidating or otherwise, in each case, with respect to the Corporation Securities causing the violation.
If there is a delay in obtaining any required regulatory approval, it could delay projects and cause us to incur costs. In addition, a portion of the Long Ridge site was recently redeveloped as a combined cycle gas-fired electric generating facility, and other portions will likely be redeveloped in the future.
If there is a delay in obtaining any required regulatory approval, it could delay projects and cause us to incur costs. In addition, a portion of the Long Ridge site was redeveloped as a combined cycle gas-fired electric generating facility, and other portions will likely be redeveloped in the future.
Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We may make investments through joint ventures and accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting.
Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We may make investments through joint ventures and 29 accounting for such investments can increase the complexity of maintaining effective internal control over financial reporting.
Additionally, our ability to borrow against our assets is dependent, in part, on the appraised value of such assets. If the appraised value of such assets declines, we may be required to reduce the principal outstanding under our debt facilities or otherwise be unable to incur new borrowings.
Additionally, our ability to borrow against our assets is dependent, in part, on the appraised value of such 21 assets. If the appraised value of such assets declines, we may be required to reduce the principal outstanding under our debt facilities or otherwise be unable to incur new borrowings.
Ongoing compliance with, or a violation of, these laws, regulations and other requirements could have a material adverse effect on our business, financial condition and results of operations. We believe that our rail operations are in substantial compliance with applicable laws and regulations.
Ongoing compliance with, or a violation of, these laws, regulations and other requirements could have a material adverse effect on our business, financial condition and results of operations. We believe that our rail operations are, and have been, in substantial compliance with applicable laws and regulations.
The failure to comply with these laws and regulations could cause us to incur significant costs, fines or penalties or require the assets to be removed from service for a period of time resulting in reduced income from these assets.
The failure to comply with these 20 laws and regulations could cause us to incur significant costs, fines or penalties or require the assets to be removed from service for a period of time resulting in reduced income from these assets.
In addition, our target returns are based on estimates and assumptions regarding a number of other factors, including, without limitation, holding periods, the absence of material adverse events affecting specific investments (which could include, without limitation, natural disasters, terrorism, social unrest or civil disturbances), general and local economic and market conditions, changes in law, taxation, regulation or governmental policies and changes in the political approach to infrastructure investment, either generally or in specific countries in which we may invest or seek to invest.
In addition, our target returns are based on estimates and assumptions regarding a number of other factors, including, without limitation, holding periods, the absence of material adverse events affecting specific investments (which could include, without limitation, natural disasters, terrorism, social unrest or civil disturbances), general and local economic and market conditions, changes in law, taxation, regulation or governmental policies and changes in the geopolitical approach to infrastructure investment, either generally or in specific countries in which we may invest or seek to invest.
Our officers and other individuals who perform services for us (other than Jefferson Terminal, Repauno, Long Ridge, Transtar, Aleon and Gladieux, KRS, Clean Planet, FYX, and CarbonFree employees) are employees of our Manager or other Fortress entities.
Our officers and other individuals who perform services for us (other than Jefferson Terminal, Repauno, Long Ridge, Transtar, Aleon and Gladieux, Wheeling, KRS, Clean Planet, FYX, and CarbonFree employees) are employees of our Manager or other Fortress entities.
Our business is capital intensive, and we have used and may continue to employ leverage to finance our operations. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on the availability and cost of debt 21 and equity capital.
Our business is capital intensive, and we have used and may continue to employ leverage to finance our operations. Accordingly, our ability to successfully execute our business strategy and maintain our operations depends on the availability and cost of debt and equity capital.
We may experience future catastrophic sudden or gradual releases into the environment from our facilities or discover historical releases that were previously unidentified or not assessed.
We may experience future catastrophic sudden or gradual releases into the environment from our trains or facilities or discover historical releases that were previously unidentified or not assessed.
We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt instruments then in effect.
We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timeliness and amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt or preferred stock instruments then in effect.
The risk factors generally have been separated into the following groups: risks related to our business, risks related to our capital structure, risks related to our Manager, risks related to the spin-off and risks related to our common stock. However, these categories do overlap and should not be considered exclusive.
The risk factors generally have been separated into the following groups: risks related to our business, risks related to our capital structure, risks related to our Manager, risks related to the spin-off, risks related to the Wheeling acquisition and risks related to our common stock. However, these categories do overlap and should not be considered exclusive.
The overall impact of any such decision would depend on which Class I carrier is involved, the routes and freight movements affected, as well as the nature of any changes. Transtar faces competition from other railroads and other transportation providers. Transtar faces competition from other railroads, motor carriers, ships, barges, and pipelines.
The overall impact of any such decision would depend on which Class I carrier is involved, the routes and freight movements affected, as well as the nature of any changes. The Railroad segment faces competition from other railroads and other transportation providers. The Railroad segment faces competition from other railroads, motor carriers, ships, barges, and pipelines.
We have material customer concentration with respect to the Jefferson Terminal and Railroad businesses, with a limited number of customers accounting for a material portion of our revenues.
We have material customer concentration with respect to the Jefferson Terminal and Railroad segments, with a limited number of customers accounting for a material portion of our revenues.
If we do not generate sufficient free cash flow to satisfy our debt obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital.
If we or our subsidiaries do not generate sufficient free cash flow to satisfy our or our subsidiaries’ debt or preferred stock obligations, including interest payments and the payment of principal at maturity, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital.
We earned approximately 13%, 12% and 10% of our revenue for the years ended December 31, 2024, 2023 and 2022 from one customer within the Jefferson Terminal segment, respectively, and 50%, 51% and 51% of our revenue from one customer within the Railroad segment during the years ended December 31, 2024, 2023 and 2022, respectively.
We earned approximately 10%, 13% and 12% of our revenue for the years ended December 31, 2025, 2024 and 2023 from one customer within the Jefferson Terminal segment, respectively, and 32%, 50% and 51% of our revenue from one customer within the Railroad segment during the years ended December 31, 2025, 2024 and 2023, respectively.
Although our inspection and testing programs are designed to prevent, detect and address any such releases promptly, the liabilities incurred due to any future releases into the environment from our assets, have the potential to substantially affect our business.
Although our inspection and testing programs are designed to prevent, detect and address any such releases promptly, the liabilities resulting from any future releases into the environment from our assets, have the potential to substantially affect our business.
Stock markets in the United States have experienced extreme price and volume fluctuations. Market fluctuations, as well as general political and economic conditions, such as acts of terrorism, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our common stock.
Stock markets in the United States have experienced extreme price and volume fluctuations. Market fluctuations, as well as general political and economic conditions, such as acts of terrorism, prolonged economic uncertainty, the potential for worsening economic conditions, economic downturn, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our common stock.
For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to: • incur indebtedness; • issue equity interests of the Company ranking pari passu with, or senior in priority to, the Series A Redeemable Preferred Stock or the Series B Preferred Stock; • issue equity interests of any subsidiary of the Company; • amend or repeal the certificate of incorporation or bylaws in a manner that is adverse to the holders of the Series A Redeemable Preferred Stock; • pay dividends or make other distributions; • repurchase or redeem capital stock or subordinated indebtedness and make investments; • create liens; • incur dividend or other payment restrictions affecting the Company and certain of its subsidiaries; • transfer or sell assets, including capital stock of subsidiaries; • merge or consolidate with other entities or transfer all or substantially all of the Company’s assets; • take actions to cause the Company to cease to be treated as a domestic C corporation for U.S. tax purposes; • consummate a change of control without concurrently redeeming our shares of Series A Redeemable Preferred Stock; • amend, terminate or permit the assignment or subcontract of, or the transfer of any rights or obligations under, the Management Agreement, in order to alter the (i) scope of services in any material respect, (ii) the compensation, fee payment or other economic terms relating to the Management Agreement, or (iii) the scope of matters expressly required to be approved by the Independent Directors (as such term is defined in the Management Agreement) pursuant to the Management Agreement; • engage in certain intercompany transactions; • engage in certain prohibited business activities; and • enter into transactions with affiliates.
For example, these covenants significantly restrict our and certain of our subsidiaries’ ability to: • incur indebtedness; • issue equity interests of the Company ranking pari passu with, or senior in priority to, our Series B Redeemable Convertible Preferred Stock; • issue equity interests of any subsidiary of the Company; • pay dividends or make other distributions; • repurchase or redeem capital stock or subordinated indebtedness and make investments; • create liens; • incur dividend or other payment restrictions affecting the Company and certain of its subsidiaries; • transfer or sell assets, including capital stock of subsidiaries; • merge or consolidate with other entities or transfer all or substantially all of the Company’s assets; • take actions to cause the Company to cease to be treated as a domestic C corporation for U.S. tax purposes; • consummate a change in control without concurrently redeeming the Series A Preferred Units and warrants of FIP RR Holdings LLC; • amend, terminate or permit the assignment or subcontract of, or the transfer of any rights or obligations under, the Management Agreement, in order to alter the (i) scope of services in any material respect, (ii) the compensation, fee payment or other economic terms relating to the Management Agreement, or (iii) the scope of matters expressly required to be approved by the Independent Directors (as such term is defined in the Management Agreement) pursuant to the Management Agreement; • engage in certain intercompany transactions; • engage in certain prohibited business activities; and • enter into transactions with affiliates.
Several of the changes under consideration could have a significant negative impact on the Company’s ability to determine prices for rail services, meet service standards and could force a reduction in capital spending. Statutes imposing price constraints or affecting rail-to-rail competition could adversely affect the Company’s profitability.
Such changes could have a significant negative impact on the Company’s ability to determine prices for rail services, meet service standards and could force a reduction in capital spending. Statutes imposing price constraints or affecting rail-to-rail competition could adversely affect the Company’s profitability.
We may not generate a sufficient amount of cash or generate sufficient free cash flow to fund our operations or repay our indebtedness. Our ability to make payments on our indebtedness as required depends on our ability to generate cash flow in the future.
We may not generate a sufficient amount of cash or generate sufficient free cash flow to fund our operations or repay our and our subsidiaries’ indebtedness and preferred stock. Our ability to make payments on our and our subsidiaries’ indebtedness and preferred stock as required depends on our and our subsidiaries’ ability to generate cash flow in the future.
Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving. In addition, new ESG laws and regulations are expanding mandatory disclosure, reporting and diligence requirements. We have announced, and may in the future announce, sustainability-focused investments, partnerships and other initiatives and goals.
Governments, investors, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area continue to evolve. In addition, ESG laws and regulations are expanding mandatory disclosure, reporting and diligence requirements. We have announced, and may in the future announce, sustainability-focused investments, partnerships and other initiatives and goals.
Your percentage ownership in us may be diluted in the future because of equity awards that we expect will be granted to our Manager, to the directors, officers and employees of our Manager who perform services for us, and to our directors, officers and employees, as well as other equity instruments such as debt and equity financing including, but not limited to, the Series A Preferred Stock and the Warrants.
Your percentage ownership in us may be diluted in the future because of equity awards that we expect will be granted to our Manager, to the directors, officers and employees of our Manager who perform services for us, and to our directors, officers and employees, as well as other equity instruments such as debt and equity financing, including, but not limited to, the Series B Preferred Stock, the Series I Warrants (as defined in Note 19 to the consolidated financial statements) and the Series A Warrants (as defined in Note 19 to the consolidated financial statements).
As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48% of total accounts receivable, net. As of December 31, 2023, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 56% of total accounts receivable, net.
As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 41% of total accounts receivable, net. As of December 31, 2024, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 48% of total accounts receivable, net.
Therefore, additional issuances of common stock, directly or through convertible or exchangeable securities, warrants or options, including, but not limited to, the Warrants, will dilute the holdings of our existing common stockholders and such issuances, or the perception of such issuances, may reduce the market price of our common stock.
Therefore, additional issuances of common stock, directly or through convertible or exchangeable securities, warrants or options, including, but not limited to, the Series B Redeemable Convertible Preferred Stock, the Series I Warrants and the Series A Warrants, will dilute the holdings of our existing common stockholders and such issuances, or the perception of such issuances, may reduce the market price of our common stock.
Factors that could lead to such oversupply include, without limitation: • general demand for the type of assets that we purchase; • general macroeconomic conditions, including market prices for commodities that our assets may serve; • geopolitical events, including war, prolonged armed conflict and acts of terrorism; • outbreaks of communicable diseases and natural disasters; • governmental regulation or policies, including changes to trade agreements or policies that result in increased tariffs or trade wars; • interest rates; • the availability of credit; • restructurings and bankruptcies of companies in the industries in which we operate, including our customers; • manufacturer production levels and technological innovation; • manufacturers merging or exiting the industry or ceasing to produce certain asset types; • retirement and obsolescence of the assets that we own; • increases in supply levels of assets in the market due to the sale or merging of our customers; and • reintroduction of previously unused or dormant assets into the industries in which we operate.
Factors that could lead to such oversupply include, without limitation: • general demand for the type of assets that we purchase; • general macroeconomic conditions, including market prices for commodities that our assets may serve; • geopolitical events, including war, prolonged armed conflict and acts of terrorism; • outbreaks of communicable diseases and natural disasters; • governmental regulation or economic trade or other policies, including as a result of changing trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, trade wars, barriers or restrictions, or threats of such actions; • interest rates; • the availability of credit; • restructurings and bankruptcies of companies in the industries in which we operate, including our customers; • manufacturer production levels and technological innovation; • manufacturers merging or exiting the industry or ceasing to produce certain asset types; • retirement and obsolescence of the assets that we own; • increases in supply levels of assets in the market due to the sale or merging of our customers; and • reintroduction of previously unused or dormant assets into the industries in which we operate.
If Class I railroads change their policies regarding fuel surcharges, the compensation we receive for increases in fuel costs may decrease, which could have a negative effect on our profitability; in fact, we cannot be certain that we will always be able to mitigate rising or elevated fuel costs through fuel surcharges at all, as future market conditions or legislative or regulatory activities could adversely affect our ability to apply fuel surcharges or adequately recover increased fuel costs through fuel surcharges. 19 International, political, and economic factors, events and conditions, including as a result of recent geopolitical events and changes to trade policies or tariffs, may affect the volatility of fuel prices and supplies.
If Class I railroads change their policies regarding fuel surcharges, the compensation we receive for increases in fuel costs may decrease, which could have a negative effect on our profitability; in fact, we cannot be certain that we will always be able to mitigate rising or elevated fuel costs through fuel surcharges at all, as future market conditions or legislative or regulatory activities could adversely affect our ability to apply fuel surcharges or adequately recover increased fuel costs through fuel surcharges. 19 International, political, and economic factors, events and conditions and the potential for worsening economic conditions or economic downturn, including as a result of recent geopolitical events and changing trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, trade wars, barriers or restrictions, or threats of such actions, may affect the volatility of fuel prices and supplies.
Our ability to make payments on and to refinance our indebtedness, including the 2027 Notes, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations, financings and/or asset sales.
Our ability to make payments on and to refinance our and our subsidiaries’ indebtedness and preferred stock, as well as any future debt and preferred stock that we or our subsidiaries may incur, will depend on our ability to generate cash in the future from operations, financings and/or asset sales.
Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our subsidiaries may be limited by the financing agreements to which they are subject.
Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our subsidiaries may be limited by the financing agreements to which they are subject. 32 As a public company, we will incur additional costs and face increased demands on our management.
Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets. Our inability to generate sufficient free cash flow to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition and results of operations. We operate in highly competitive markets.
Our inability to generate sufficient free cash flow to satisfy our and our subsidiaries’ debt and preferred stock obligations, or to refinance our and our subsidiaries’ obligations on commercially reasonable terms or on a timely basis, would materially affect our business, financial condition and results of operations. We operate in highly competitive markets.
Parts of our business depend on the secure operation of our IT systems and the IT systems of our third-party providers to manage, process, store, and transmit information. We have, from time to time, experienced cybersecurity threats to our data and systems, including malware and computer virus attacks.
Parts of our business depend on the secure operation of our IT systems and the IT systems of our third-party providers to manage, process, store, and transmit information. We have, from time to time, experienced cybersecurity threats to our data and systems, including malware and computer virus attacks, any of which could be enhanced or facilitated by artificial intelligence.
In addition, if our acquisitions in other sectors produce 20 insufficient revenues, or produce investment losses, or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected, and our reputation and business may be harmed.
In addition, if our acquisitions in other sectors produce insufficient revenues, or produce investment losses, or if we are unable to efficiently manage our expanded operations, our results of operations will be adversely affected, and our reputation and business may be harmed. Restrictive covenants in our and our subsidiaries’ debt and preferred stock instruments may adversely affect us.
Cash flows from our assets are substantially impacted by our ability to collect compensation and other amounts to be paid in respect of such assets from the customers with whom we enter into contractual arrangements.
The success of our business depends in large part on the success of the operators in the sectors in which we participate. Cash flows from our assets are substantially impacted by our ability to collect compensation and other amounts to be paid in respect of such assets from the customers with whom we enter into contractual arrangements.
The ownership by some of our directors of common shares, options, or other equity awards of FTAI may create, or may create the appearance of, conflicts of interest. Because some of our directors also currently hold positions with FTAI, they own FTAI common shares, options to purchase FTAI common shares or other equity awards.
Because some of our directors also currently hold positions with FTAI, they own FTAI common shares, options to purchase FTAI common shares or other equity awards.
These conditions have resulted in significant contraction, deleveraging and reduced liquidity in the credit markets. A number of governments have implemented, or are considering implementing, a broad variety of governmental actions or new regulations for the financial markets.
In the past, a significant decline in oil prices has led to lower production and transportation budgets worldwide. These conditions have resulted in significant contraction, deleveraging and reduced liquidity in the credit markets. A number of governments have implemented, or are considering implementing, a broad variety of governmental actions or new regulations for the financial markets.
Additionally, the worldwide military or political environment, including the Russia-Ukraine conflict and the conflicts in the Middle East and any related political or economic responses, global macroeconomic effects of trade disputes and increased tariffs, such as those imposed, or that may be imposed, by the U.S., may put further upward or downward pressure on prices for such commodities.In the past, a significant decline in oil prices has led to lower production and transportation budgets worldwide.
Additionally, the worldwide military or geopolitical environment, including the Russia-Ukraine conflict and the conflicts in the Middle East and any related geopolitical or economic responses, U.S. federal government shutdowns, global macroeconomic effects of trade disputes and increased tariffs, such as those imposed, or that may be 14 imposed, by the U.S., may put further upward or downward pressure on prices for such commodities.
In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the DRP Revolver and the October 2024 Jefferson Credit Agreement) include restrictive covenants that may materially limit our ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios.
In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the Long Ridge Acquiom Loan, the RailCo Revolver and the June 2025 Jefferson Credit Agreement) and the Series A Preferred Units and warrants of FIP RR Holdings LLC include restrictive covenants that may materially limit our, or our subsidiaries’, ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios.
For some years, the world has experienced weakened economic conditions and volatility following adverse changes in global capital markets. Volatility in oil and gas markets can put significant upward or downward pressure on prices for these commodities, and may affect demand for assets used in production, refining and transportation of oil and gas.
Volatility in oil and gas markets can put significant upward or downward pressure on prices for these commodities, and may affect demand for assets used in production, refining and transportation of oil and gas.
If we are unable to satisfy such new criteria, investors may conclude that our ESG and sustainability practices are inadequate. If we fail or are perceived to have failed to achieve previously announced initiatives or goals or to accurately disclose our progress on such initiatives or goals, our reputation, business, financial condition and results of operations could be adversely impacted.
If we fail or are perceived to have failed to achieve previously announced initiatives or goals, accurately disclose our progress on such initiatives or goals or comply with various ESG and anti-ESG practices and regulations, our reputation, business, financial condition and results of operations could be adversely impacted. We transport hazardous materials.
Further, even if the returns generated by individual assets meet target returns, there can be no assurance that the returns generated by other existing or future assets would do so, and the historical performance of the assets in our existing portfolio should not be considered as indicative of future results with respect to any assets.
Further, even if the returns generated by individual assets meet target returns, there can be no assurance that the returns generated by other existing or future assets would do so, and the historical performance of the assets in our existing portfolio should not be considered as indicative of future results with respect to any assets. 15 Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and commodity price volatility, historically have created difficult operating environments for owners and operators in the infrastructure industry. Many factors, including factors that are beyond our control, may impact our operating 14 results or financial condition.
Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets and commodity price volatility, have created in the past and may continue to create difficult operating environments for owners and operators in the infrastructure industry.
Our Manager makes decisions about our investments in accordance with broad investment guidelines adopted by our board of directors. Accordingly, we may, without a stockholder vote, change our target sectors and acquire a variety of assets that differ from, and are possibly riskier than, our current asset portfolio.
Accordingly, we may, without a stockholder vote, change our target sectors and acquire a variety of assets that differ from, and are possibly riskier than, our current asset portfolio.
We transport hazardous materials. We transport certain hazardous materials and other materials, including crude oil, ethanol, and toxic inhalation hazard (“TIH”) materials, such as chlorine, that pose certain risks in the event of a release or combustion.
We transport certain hazardous materials and other materials, including crude oil, ethanol, and toxic inhalation hazard (“TIH”) materials, such as chlorine, that pose certain risks in the event of a release or combustion. Additionally, U.S. laws impose common carrier obligations on railroads that require us to transport certain hazardous materials regardless of risk or potential exposure to loss.
Accordingly, transactions that initially appear to be viable may prove not to be over time, due to the limitations of the due diligence process or other factors. Risks Related to the Spin-off We may be unable to achieve some or all of the benefits that we expect to achieve from our spin-off from FTAI.
Accordingly, transactions that initially appear to be viable may prove not to be over time, due to the limitations of the due diligence process or other factors. Risks Related to the Spin-off The ownership by some of our directors of common shares, options, or other equity awards of FTAI may create, or may create the appearance of, conflicts of interest.
In addition, we may change our strategy without a stockholder vote, which may result in our acquiring assets that are different, riskier or less profitable than our current assets. Our Manager is authorized to follow a broad asset acquisition strategy. We may pursue other types of acquisitions as market conditions evolve.
Our directors have approved a broad asset acquisition strategy for our Manager and will not approve each acquisition we make at the direction of our Manager. In addition, we may change our strategy without a stockholder vote, which may result in our acquiring assets that are different, riskier or less profitable than our current assets.
The instruments governing our outstanding debt contain, and the certificates of designations for our Series A Redeemable Preferred Stock and our newly issued Series B Preferred Stock (see Note 19 — Acquisition of Outstanding Equity Interests in Long Ridge Energy & Power LLC) and the indenture governing the 2027 Notes contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.
The instruments governing our and our subsidiaries’ outstanding debt and preferred stock contain, certain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests.
We incurred indebtedness in the form of the 2027 Notes, and the degree to which we are leveraged could cause a material adverse effect on our business, financial condition, results of operations and cash flows. In connection with the spin-off, we issued the 2027 Notes.
The degree to which we are leveraged could cause a material adverse effect on our business, financial condition, results of operations and cash flows. We are responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements.
We are responsible for servicing our own debt and obtaining and maintaining sufficient working capital and other funds to satisfy our cash requirements. Our access to and cost of debt financing is different from the historical access to and cost of debt financing under FTAI.
Our access to and cost of debt financing is different from the historical access to and cost of debt financing under FTAI.
Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Our ability to use net operating losses to offset future taxable income may be subject to limitations.
Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. 26 We experienced an “ownership change” for purposes of Section 382 of the Code, which limits our ability to utilize our net operating loss and certain other tax attributes to reduce our future taxable income.
For instance, more recently proposed bills such as the “Rail Shipper Fairness Act of 2020,” or competitive access proposals under consideration by the STB, if adopted, could increase government involvement in railroad pricing, service and operations and significantly change the federal regulatory framework of the railroad industry.
For instance, the STB’s recent proposal to modify its policy regarding forced reciprocal switching by rail carriers or other competitive access proposals, if adopted, could increase government involvement in railroad pricing, service and operations and significantly change the current federal regulatory framework of the railroad industry.
Investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential.
Investments with higher yield potential are generally riskier or more speculative than investments with lower yield potential. This could result in increased risk to the value of our portfolio of assets and our common stock.
Removed
The historical financial information included in this report may not be indicative of the results we would have achieved as a separate stand-alone company and are not a reliable indicator of our future performance or results.
Added
Many factors, including factors that are beyond our control, may impact our operating results or financial condition. For some years, the world has experienced weakened economic conditions and volatility following adverse changes in global capital markets.
Removed
We did not operate as a separate, stand-alone company for the entirety of the historical periods presented in the financial information included in this report. During such periods, the financial information included in this report has been derived from FTAI’s historical financial statements.
Added
Furthermore, our ability to refinance would depend upon the condition of the finance and credit markets.
Removed
Therefore, the financial information in this report does not necessarily reflect what our financial condition, results of operations or cash flows would have been had we been a separate, stand-alone public company prior to our spin-off from FTAI.
Added
In Canada, the transport of hazardous products is receiving greater scrutiny which could impact our customers and our business. Our business is subject to evolving regulations regarding railcar design and the transportation of hazardous materials. Following the 2023 East Palestine derailment, authorities have accelerated safety mandates, including the final transition to DOT-117 tank cars.
Removed
This is primarily a result of the following factors: • the financial results in this report do not reflect all of the expenses we will incur as a public company; • the working capital requirements and capital for general corporate purposes for our assets were satisfied prior to the spin-off as part of FTAI’s corporate-wide cash management policies.
Added
As of May 2025, legacy CPC-1232 cars are largely prohibited from crude and ethanol service, with a final deadline of May 1, 2029, for all other flammable liquids. 18 To mitigate the costs of retrofitting our fleet of railcars at Jefferson and the risks of stricter operational controls, we are increasingly focusing our business development on customers and commodities that do not involve the movement of hazardous materials.
Removed
FTAI is not required, and does not intend, to provide us with funds to finance our working capital or other cash requirements, so we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements; and • our cost structure, management, financing and business operations will be significantly different as a result of operating as an independent public company.
Added
Despite this shift, any additional federal or provincial mandates—such as real-time reporting requirements or speed restrictions—could still increase compliance costs. Furthermore, railroad service disruptions due to labor disputes, mechanical failures, or extreme weather could adversely affect our operations and financial results.
Removed
These changes result in increased costs, including, but not limited to, fees paid to our Manager, legal, accounting, compliance and other costs associated with being a public company with equity securities traded on Nasdaq.
Added
If we are unable to satisfy such new criteria, investors may conclude that our ESG and sustainability practices are inadequate. On the other hand, state attorneys general and other governmental authorities may take action against certain ESG policies or practices, and we may become subject to restrictions on ESG initiatives.
Removed
Contractual defaults may adversely affect our business, prospects, financial condition, results of operations and cash flows by decreasing revenues and increasing storage, positioning, collection, recovery and lost equipment expenses. The success of our business depends in large part on the success of the operators in the sectors in which we participate.
Added
In addition, our Manager may assign our Management Agreement to an entity whose business and operations are managed or supervised by Mr. Wesley R.
Removed
In Canada, the transport of hazardous products is receiving greater scrutiny which could impact our customers and our business. In May 2015, the DOT issued new production standards and operational controls for rail tank cars used in “High-Hazard Flammable Trains” (i.e., trains carrying commodities such as ethanol, crude oil and other flammable liquids). Similar standards have been adopted in Canada.
Added
Our Manager is authorized to follow a broad asset acquisition strategy. We may pursue other types of acquisitions as market conditions evolve. Our Manager makes decisions about our investments in accordance with broad investment guidelines adopted by our board of directors.
Removed
The new standard applies for all cars manufactured after October 1, 2015, and existing tank cars must be retrofitted within the next three to eight years. The applicable operational controls include reduced speed restrictions, and maximum lengths on trains carrying these materials.
Added
Although we currently have significant tax attributes, including significant net operating losses, our use of those attributes is subject to significant limitations as a result of the fact that we believe we underwent an “ownership change” for purposes of Section 382 of the Code in the first half of 2025.
Removed
Retrofitting our tank cars will be required under these new standards to 18 the extent we elect to move certain flammable liquids in the future. While we may be able to pass some of these costs on to our customers, there may be costs that we cannot pass on to them.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Risk Management and Strategy The Company’s cybersecurity is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company, including, but not limited to, the Manager’s Information Security Steering 32 Committee (“ISSC”), employing a risk-based methodology designed to safeguard the security, confidentiality, integrity, and availability of its information.
Biggest changeItem 1C. Cybersecurity Risk Management and Strategy The Company’s cybersecurity is overseen by the Chief Executive Officer, who receives reports directly from other officers and individuals who perform services for the Company, including, but not limited to, the Manager’s Information Security Steering Committee (“ISSC”), employing a risk-based methodology designed to safeguard the security, confidentiality, integrity, and availability of its information.
The Manager's Chief Technology Officer and Chief Information Security Officer have extensive knowledge and skills, and collectively bring decades of experience in the cybersecurity industry. To help identify and assess risks, we and our Manager engage third-party advisors to conduct assessments, which leverage standards such as the National Institute of Standards and Technology security framework (“NIST”).
The 33 Manager's Chief Technology Officer and Chief Information Security Officer have extensive knowledge and skills, and collectively bring decades of experience in the cybersecurity industry. To help identify and assess risks, we and our Manager engage third-party advisors to conduct assessments, which leverage standards such as the National Institute of Standards and Technology security framework (“NIST”).

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeTranstar owns or has operating rights on (through easements, leases, licenses, or other arrangements) roughly 2,000 acres of real property in Michigan, Ohio, Pennsylvania, Texas, and Indiana. Additionally, FYX and our railcar cleaning business lease space in Kentucky, Florida and Maine, respectively.
Biggest changeTranstar owns or has operating rights (through easements, leases, licenses, or other arrangements) on roughly 2,000 acres of real property in Michigan, Ohio, Pennsylvania, Texas, and Indiana. Wheeling owns or has operating rights (through ownership, leases, easements, and other arrangements) over rail lines, yards, terminals, and related facilities located primarily in Ohio, Pennsylvania, West Virginia and Maryland.
We believe that our office facilities and properties are suitable and adequate for our business as it is contemplated to be conducted.
Long Ridge owns a total of 1,660 acres located in Ohio and West Virginia. Additionally, FYX and our railcar cleaning business lease space in Kentucky, Florida and Maine, respectively. We believe that our office facilities and properties are suitable and adequate for our business as it is contemplated to be conducted.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeGiven the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material adverse effect on our financial results. Item 4. Mine Safety Disclosures Not applicable. 33 PART II
Biggest changeGiven the inherent unpredictability of these types of proceedings, however, it is possible that future adverse outcomes could have a material adverse effect on our financial results. Item 4. Mine Safety Disclosures Not applicable. 34 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(in whole dollars) Index 8/1/2022 12/31/2022 12/31/2023 3/31/2024 6/30/2024 9/30/2024 12/31/2024 FTAI Infrastructure Inc. $ 100.00 $ 90.44 $ 123.89 $ 201.01 $ 277.24 $ 301.69 $ 234.77 S&P SmallCap 600 100.00 94.09 109.19 111.88 108.40 119.38 118.69 Alerian MLP 100.00 105.77 133.85 152.44 157.55 158.69 166.53 34 Item 6. [Reserved]
Biggest change(in whole dollars) Index 8/1/2022 12/31/2022 12/31/2023 12/31/2024 12/31/2025 FTAI Infrastructure Inc. $ 100.00 $ 90.44 $ 123.89 $ 234.77 $ 152.78 S&P SmallCap 600 100.00 94.09 109.19 118.69 125.83 Alerian MLP 100.00 105.77 133.85 166.53 182.78 35 Item 6. [Reserved]
For example, as discussed in Note 2 to the consolidated and combined consolidated financial statements, the Company’s management intends to alleviate liquidity risk by, among other things, eliminating dividends on our common stock.
For example, as discussed in Note 2 to the consolidated financial statements, the Company’s management intends to alleviate liquidity risk by, among other things, eliminating dividends on our common stock.
On February 27, 2025, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended December 31, 2024, payable on March 26, 2025 to the holders of record on March 14, 2025.
On February 26, 2026, our board of directors declared a cash dividend on our common stock of $0.03 per share for the quarter ended December 31, 2025, payable on April 1, 2026 to the holders of record on March 13, 2026.
As of March 10, 2025, there were approximately 9 record holders of our common stock. This figure does not reflect the beneficial ownership of stock held in nominee name.
As of March 13, 2026, there were approximately 6 record holders of our common stock. This figure does not reflect the beneficial ownership of stock held in nominee name.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeConsolidated and Combined Consolidated Financial Statements of FTAI Infrastructure Inc. 58 Report of Independent Registered Public Accounting Firm 59 Consolidated Balance Sheets as of December 31, 2024 and 2023 61 Consolidated and Combined Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 62 Consolidated and Combined Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2024, 2023 and 2022 63 Consolidated and Combined Consolidated Statement of Changes in Equity for the years ended December 31, 2024, 2023 and 2022 64 Consolidated and Combined Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 65 Notes to Consolidated and Combined Consolidated Financial Statements 67 Note 1: Organization 67 Note 2: Basis of Presentation and Summary of Significant Accounting Policies 67 Note 3: Leasing Equipment, net 74 Note 4: Property, Plant and Equipment, net 75 Note 5: Investments 76 Note 6: Intangible Assets, net 79 Note 7: Debt, net 80 Note 8: Fair Value Measurements 83 Note 9: Revenues 85 Note 10: Leases 86 Note 11: Equity-Based Compensation 87 Note 12: Retirement Benefit Plans 90 Note 13: Income Taxes 90 Note 14: Management Agreement and Affiliate Transactions 92 Note 15: Segment Information 94 Note 16: Redeemable Preferred Stock 95 Note 17: Earnings per Share and Equity 96 Note 18: Commitments and Contingencies 97 Note 19: Subsequent Events 97
Biggest changeConsolidated Financial Statements of FTAI Infrastructure Inc. 57 Report of Independent Registered Public Accounting Firm 58 Consolidated Balance Sheets as of December 31, 2025 and 2024 61 Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023 63 Consolidated Statements of Comprehensive (Loss) Income for the years ended December 31, 2025, 2024 and 2023 64 Consolidated Statement of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 65 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 66 Notes to Consolidated Financial Statements 68 Note 1: Organization 68 Note 2: Basis of Presentation and Summary of Significant Accounting Policies 68 Note 3: Acquisition of Subsidiaries 76 Note 4: Leasing Equipment, net 80 Note 5: Property, Plant and Equipment, net 81 Note 6: Investments 81 Note 7: Intangible Assets, net 84 Note 8: Debt, net 85 Note 9: Fair Value Measurements 90 Note 10: Derivative Financial Instruments 93 Note 11: Revenues 94 Note 12: Leases 95 Note 13: Equity-Based Compensation 96 Note 14: Retirement Benefit Plans 98 Note 15: Income Taxes 98 Note 16: Management Agreement and Affiliate Transactions 101 Note 17: Segment Information 103 Note 18: Redeemable Preferred Stock 104 Note 19: Earnings per Share and Equity 106 Note 20: Commitments and Contingencies 108 Note 21: Subsequent Events 108
Item 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 58 Item 8.
Item 6. [Reserved] 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 57 Item 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

84 edited+30 added−42 removed28 unchanged
Biggest changePower and Gas Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 2,190 2,726 826 (536) 1,900 Acquisition and transaction expenses 2,293 94 458 2,199 (364) Total expenses 4,483 2,820 1,284 1,663 1,536 Other (expense) income Equity in losses of unconsolidated entities (37,146) (9,949) (60,538) (27,197) 50,589 Interest expense — (3) — 3 (3) Other income 12,430 7,523 524 4,907 6,999 Total other expense (24,716) (2,429) (60,014) (22,287) 57,585 Net loss attributable to stockholders/Former Parent $ (29,199) $ (5,249) $ (61,298) $ (23,950) $ 56,049 47 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (29,199) $ (5,249) $ (61,298) $ (23,950) $ 56,049 Add: Provision for income taxes — — — — — Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 2,293 94 458 2,199 (364) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense — 3 — (3) 3 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) 30,006 29,987 18,341 19 11,646 Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities 37,146 9,949 60,538 27,197 (50,589) Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ 40,246 $ 34,784 $ 18,039 $ 5,462 $ 16,745 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(37,211), $(8,858) and $(60,538), (ii) depreciation expense of $25,353, $26,146 and $27,625, (iii) interest expense of $37,600, $31,109 and $26,758, (iv) acquisition and transaction expense of $209, $445 and $616, (v) changes in fair value of non-hedge derivative instruments of $(1,488), $(18,904) and $21,218, (vi) asset impairment of $274, $1,135 and $2,280, (vii) equity-based compensation of $2, $5 and $382, (viii) loss on modification or extinguishment of debt of $4,724, $— and $—, (ix) equity method basis adjustments of $65, $(1,091) and $— and (x) other non-recurring items of $478, $— and $—, respectively.
Biggest changeAdjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $0.4 million due to the changes noted above. 46 Power and Gas Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Terminal services revenues $ 1,954 $ — $ — $ 1,954 $ — Power revenues 156,183 — — 156,183 — Gas revenues 21,194 — — 21,194 — Total revenues 179,331 — — 179,331 — Expenses Operating expenses 62,432 2,190 2,726 60,242 (536) Acquisition and transaction expenses 6,594 2,293 94 4,301 2,199 Depreciation and amortization 54,236 — — 54,236 — Total expenses 123,262 4,483 2,820 118,779 1,663 Other income (expense) Equity in earnings (losses) of unconsolidated entities 10,588 (37,146) (9,949) 47,734 (27,197) Gain on sale of assets, net 119,952 — — 119,952 — Loss on modification or extinguishment of debt (77) — — (77) — Interest expense (88,490) — (3) (88,490) 3 Other income 4,232 12,430 7,523 (8,198) 4,907 Total other income (expense) 46,205 (24,716) (2,429) 70,921 (22,287) Income (loss) before income taxes 102,274 (29,199) (5,249) 131,473 (23,950) Benefit from income taxes (7,524) — — (7,524) — Net income (loss) 109,798 (29,199) (5,249) 138,997 (23,950) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (26) — — (26) — Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 109,824 $ (29,199) $ (5,249) $ 139,023 $ (23,950) 47 The following table sets forth a reconciliation of net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 109,824 $ (29,199) $ (5,249) $ 139,023 $ (23,950) Add: Benefit from income taxes (7,524) — — (7,524) — Add: Equity-based compensation expense 5,636 — — 5,636 — Add: Acquisition and transaction expenses 6,594 2,293 94 4,301 2,199 Add: Losses on the modification or extinguishment of debt and capital lease obligations 77 — — 77 — Add: Changes in fair value of non-hedge derivative instruments 171 — — 171 — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense (1) 34,144 — — 34,144 — Add: Interest expense 88,490 — 3 88,490 (3) Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 6,503 30,006 29,987 (23,503) 19 Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in (earnings) losses of unconsolidated entities (10,588) 37,146 9,949 (47,734) 27,197 Less: Non-controlling share of Adjusted EBITDA (3) (337) — — (337) — Adjusted EBITDA (Non-GAAP) $ 232,990 $ 40,246 $ 34,784 $ 192,744 $ 5,462 ______________________________________________________________________________________ (1) Includes the following items for the year ended December 31, 2025: (i) depreciation and amortization expense of $54,236 and (ii) amortization of other comprehensive income of $(20,092).
Application of Critical Accounting Policies 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 N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and site 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 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 3 - 5 years from date of purchase None Construction in progress N/A N/A 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.
Application of Critical Accounting Policies 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 N/A Bridges and tunnels 15 - 55 years Scrap value at end of useful life Buildings and site 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 3 - 5 years from date of purchase None Construction in progress N/A N/A 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.
The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, 56 income projections, anticipated future cash flows and market data.
The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans, income projections, anticipated future cash flows and market data.
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. 35 Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.
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. Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.
Our MD&A should be read in conjunction with our consolidated and combined consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.
Pursuant to the terms of the Management Agreement, the Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors.
Pursuant to the terms of the 52 Management Agreement, the Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors.
For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including redeemable preferred stock, but excluding non-controlling interests) determined on a consolidated basis in accordance with GAAP as of the last day of the two most recently completed months multiplied by an annual rate of 1.50%.
For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including preferred stock, but excluding non-controlling common interests) determined on a consolidated basis in accordance with GAAP as of the last day of the two most recently completed months multiplied by an annual rate of 1.50%.
In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel an additional $6.0 million of the Tax Exempt Series 2021A Bonds. • During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $100.0 million and (v) DRP Revolver of $19.3 million.
In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel an additional $6.0 million of the Tax Exempt Series 2021A Bonds. • During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 8 of the consolidated financial statements) of $100.0 million and (v) DRP Revolver of $19.3 million.
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.
The income tax returns filed by us and our subsidiaries are subject to examination by the U.S. federal and state tax authorities. We recognize tax 56 benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits.
Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years.
Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations. We expect the Jefferson Terminal reporting unit to continue to grow and generate positive Adjusted EBITDA in future years.
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.
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 and various state jurisdictions.
Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated and Combined Consolidated Statements of Operations. Recent Accounting Pronouncements Please see Note 2 to our consolidated and combined consolidated financial statements included elsewhere in this filing for recent accounting pronouncements. 57
Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations. Recent Accounting Pronouncements Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.
Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. There were no impairments of goodwill for the years ended December 31, 2024, 2023 and 2022.
Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit. There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023.
Adjusted EBITDA is defined as net income (loss) attributable to stockholders or Former Parent, 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.
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.
The Power and Gas segment is comprised of an equity method investment in 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 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.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $5.7 million due to the changes noted above.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $26.7 million due to the changes noted above.
Through an equity method investment, 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 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.
The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 10% as of October 1, 2024.
The Jefferson Terminal reporting unit had an estimated fair value that exceeded its carrying value by more than 20% as of October 1, 2025.
Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments. • Cash used for the purpose of making investments was $121.9 million, $147.2 million and $267.3 million during the years ended December 31, 2024, 2023 and 2022, respectively. • Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.
Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments. • Cash used for the purpose of making investments was $1.1 billion, $118.1 million and $147.1 million during the years ended December 31, 2025, 2024 and 2023, respectively. • Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.
(3) Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to the cancellation of restricted shares and Railroad severance expense of $2,470.
Includes the following items for the year ended December 31, 2023: certain non-cash expenses related to the cancellation of restricted shares of $1,131 and Railroad severance expense of $1,339.
Expenses Total expenses decreased $66.1 million primarily due to a decrease in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment, offset by an increase in (iv) general and administrative expense and (v) acquisition and transaction expenses.
Expenses Total expenses increased $63.6 million primarily due to an increase in (i) operating expenses, (ii) general and administrative expense, (iii) acquisition and transaction expenses and (iv) depreciation and amortization, offset by a decrease in asset impairment.
(3) Includes the following items for the years ended December 31, 2024, 2023, and 2022: (i) equity-based compensation of $989, $1,309 and $440, (ii) (benefit from) provision for income taxes of $(506), $551 and $660, (iii) interest expense of $11,454, $7,242 and $5,416, (iv) acquisition and transaction expenses of $5, $306 and $—, (v) depreciation and amortization expense of $12,236, $10,920 and $8,587 and (vi) loss on modification or extinguishment of debt of $2,086, $— and $—, respectively.
(3) Includes the following items for the years ended December 31, 2025, 2024, and 2023: (i) equity-based compensation expense of $346, $989 and $1,309, (ii) (benefit from) provision for income taxes of $(434), $(506) and $551, (iii) interest expense of $15,085, $11,454 and $7,242, (iv) acquisition and transaction expenses of $16, $5 and $306, (v) depreciation and amortization expense of $11,842, $12,236 and $10,920 and (vi) losses on modification or extinguishment of debt of $173, $2,086 and $—, respectively.
(2) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(55,656), $(23,752) and $(67,658), (ii) interest expense of $43,549, $34,686 and $28,702, (iii) depreciation and amortization expense of $28,115, $27,685 and $28,399, (iv) acquisition and transaction expenses of $209, $445 and $616, (v) changes in fair value of non-hedge derivative instruments of $(1,488), $(18,904) and $21,218, (vi) asset impairment of $274, $1,135 and $2,280, (vii) equity-based compensation of $2, $5 and $382, (viii) loss on modification or extinguishment of debt of $4,724, $— and $—, (ix) equity method basis adjustments of $65, $(1,091) and $— and (x) other non-recurring items of $478, $— and $—, respectively.
(2) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net income (loss) of $21,206, $(55,656) and $(23,752), (ii) interest expense of $8,574, $43,549 and $34,686, (iii) depreciation and amortization expense of $9,029, $28,115 and $27,685, (iv) acquisition and transaction expenses of $201, $209 and $445, (v) changes in fair value of non-hedge derivative instruments of $(12,822), $(1,488) and $(18,904), (vi) asset impairment charges of $—, $274 and $1,135, (vii) equity-based compensation expense of $—, $2 and $5, (viii) losses on modification or extinguishment of debt of $—, $4,724 and $—, (ix) equity method basis adjustments of $10, $65 and $(1,091), (x) provision for income taxes of $4,676, $— and $— and (xi) other non-recurring items of $1, $478 and $—, respectively.
As of October 1, 2024, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar and FYX reporting units and concluded that it was more likely than not that the fair value of the Transtar and FYX reporting units exceeded their respective carrying values. Therefore, no quantitative impairment evaluation was completed.
As of October 1, 2025, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar, FYX and Long Ridge Energy & Power LLC reporting units and concluded that it was more likely than not that the fair value of the Transtar, FYX and Long Ridge Energy & Power LLC reporting units exceeded their respective carrying values.
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 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.
Our Manager On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.
Due to the immateriality of the results of KRS, we will apply this change prospectively. 36 Our Manager On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.
Other income (expense) Total other expense increased $22.9 million which primarily reflects (i) an $8.9 million loss on modification or extinguishment of debt, (ii) an increase in interest expense of $16.6 million related to additional borrowings during the current year and (iii) a $4.2 million decrease in gain on sale of assets, offset by an increase in other income of $6.8 million due to current year gains from the grant of a pipeline easement and sales leaseback transaction, as well as a benefit from the decrease in prior year losses related to the termination of a pipeline contract.
Other expense Total other expense increased $12.6 million which primarily reflects (i) an increase in interest expense of $16.1 million related to additional borrowings during the current year, (ii) a $3.1 million gain on sale of assets in the prior year and (iii) a $1.6 million gain from the grant of a pipeline easement in the prior year, offset by an $8.2 million loss on modification or extinguishment of debt in the prior year.
Corporate and other sources accounted for the remaining 17% of our total revenue. 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.
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.
(4) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) equity-based compensation of $1,127, $1,412 and $470, (ii) (benefit from) provision for income taxes of $(510), $578 and $670, (iii) interest expense of $11,555, $7,391 and $5,491, (iv) depreciation and amortization expense of $12,930, $11,752 and $9,699, (v) changes in fair value of non-hedge derivative instruments of $—, $63 and $(53), (vi) acquisition and transaction expenses of $7, $307 and $1, (vii) interest and other costs on pension and OPEB liabilities of $(1), $6, and $1, (viii) asset impairment of $—, $2 and $—, (ix) loss on modification or extinguishment of debt of $2,086, $— and $— and (x) other non-recurring items of $—, $4 and $—, respectively.
(4) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) equity-based compensation expense of $449, $1,127 and $1,412, (ii) provision for (benefit from) income taxes of $(219), $(510) and $578, (iii) interest expense of $15,569, $11,555 and $7,391, (iv) depreciation and amortization expense of $12,543, $12,930 and $11,752, (v) changes in fair value of non-hedge derivative instruments of $(25), $— and $63, (vi) acquisition and transaction expenses of $278, $7 and $307, (vii) interest and other costs on pension and OPEB liabilities of $(5), $(1), and $6, (viii) asset impairment charges of $24, $— and $2, (ix) equity in earnings of unconsolidated entities of $96, $— and $—, (x) dividends and accretion of redeemable preferred stock of $243, $— and $—, (xi) losses on modification or extinguishment of debt of $367, $2,086 and $— and (xii) other non-recurring items of $61, $— and $4, respectively.
Sustainability and Energy Transition Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 7 29 10 (22) 19 Acquisition and transaction expenses 17 1 280 16 (279) Asset impairment 72,336 — — 72,336 — Total expenses 72,360 30 290 72,330 (260) Other (expense) income Equity in losses of unconsolidated entities (18,390) (14,814) (7,012) (3,576) (7,802) Other income 2,167 2,529 2,123 (362) 406 Total other expense (16,223) (12,285) (4,889) (3,938) (7,396) Net loss attributable to stockholders/Former Parent $ (88,583) $ (12,315) $ (5,179) $ (76,268) $ (7,136) The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (88,583) $ (12,315) $ (5,179) $ (76,268) $ (7,136) Add: Provision for income taxes — — — — — Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 17 1 280 16 (279) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges 70,401 — — 70,401 — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (9,710) (9,753) (4,447) 43 (5,306) Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities 18,390 14,814 7,012 3,576 7,802 Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ (9,485) $ (7,253) $ (2,334) $ (2,232) $ (4,919) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(18,390), $(14,814) and $(7,069), (ii) depreciation expense of $2,762, $1,539 and $774, and (iii) interest expense of $5,918, $3,522 and $1,848, respectively. 49 Comparison of the years ended December 31, 2024 and 2023 Expenses Total expenses increased $72.3 million primarily due to the impairment of our investment and the related note receivable in GM-FTAI Holdco LLC.
Sustainability and Energy Transition Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Other revenue $ — $ — $ — $ — $ — Total revenues — — — — — Expenses Operating expenses 2 7 29 (5) (22) Acquisition and transaction expenses 249 17 1 232 16 Asset impairment — 72,336 — (72,336) 72,336 Total expenses 251 72,360 30 (72,109) 72,330 Other (expense) income Equity in losses of unconsolidated entities (7,558) (18,390) (14,814) 10,832 (3,576) Gain on sale of assets, net 8,969 — — 8,969 — Other income 1,842 2,167 2,529 (325) (362) Total other income (expense) 3,253 (16,223) (12,285) 19,476 (3,938) Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 3,002 $ (88,583) $ (12,315) $ 91,585 $ (76,268) 49 The following table sets forth a reconciliation of net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 3,002 $ (88,583) $ (12,315) $ 91,585 $ (76,268) Add: Provision for income taxes — — — — — Add: Equity-based compensation expense — — — — — Add: Acquisition and transaction expenses 249 17 1 232 16 Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — 70,401 — (70,401) 70,401 Add: Incentive allocations — — — — — Add: Depreciation and amortization expense — — — — — Add: Interest expense — — — — — Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (2,303) (9,710) (9,753) 7,407 43 Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities 7,558 18,390 14,814 (10,832) 3,576 Less: Non-controlling share of Adjusted EBITDA — — — — — Adjusted EBITDA (Non-GAAP) $ 8,506 $ (9,485) $ (7,253) $ 17,991 $ (2,232) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net loss of $(4,286), $(18,390) and $(14,814), (ii) depreciation and amortization expense of $699, $2,762 and $1,539, and (iii) interest expense of $1,284, $5,918 and $3,522, respectively.
If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment.
Our discount rate for our 2025 goodwill impairment analysis was 10.0% and our assumed terminal growth rate was 2.5%. If our strategy changes from planned capacity downward due to an inability to source contracts or expand volumes, the fair value of the reporting unit would be negatively affected, which could lead to an impairment.
In addition, Management will exercise the options to extend the maturity dates of the debt instruments noted above, as needed. Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued.
Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity 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.
Jefferson Terminal Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Lease income $ 3,179 $ 1,437 $ 1,278 $ 1,742 $ 159 Terminal services revenues 77,467 70,709 59,011 6,758 11,698 Total revenues 80,646 72,146 60,289 8,500 11,857 Expenses Operating expenses 71,203 66,576 56,417 4,627 10,159 Acquisition and transaction expenses 23 1,370 64 (1,347) 1,306 Depreciation and amortization 47,872 48,916 39,318 (1,044) 9,598 Total expenses 119,098 116,862 95,799 2,236 21,063 Other income (expense) Gain on sale of assets, net 3,074 7,292 — (4,218) 7,292 Loss on modification or extinguishment of debt (8,925) — — (8,925) — Interest expense (49,001) (32,443) (24,798) (16,558) (7,645) Other income (expense) 5,515 (1,302) (4,317) 6,817 3,015 Total other expense (49,337) (26,453) (29,115) (22,884) 2,662 Loss before income taxes (87,789) (71,169) (64,625) (16,620) (6,544) (Benefit from) provision for income taxes (1,667) 2,468 3,016 (4,135) (548) Net loss (86,122) (73,637) (67,641) (12,485) (5,996) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (41,491) (36,917) (32,018) (4,574) (4,899) Net loss attributable to stockholders/Former Parent $ (44,631) $ (36,720) $ (35,623) $ (7,911) $ (1,097) 43 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (44,631) $ (36,720) $ (35,623) $ (7,911) $ (1,097) Add: (Benefit from) provision for income taxes (1,667) 2,468 3,016 (4,135) (548) Add: Equity-based compensation expense 4,233 5,865 2,020 (1,632) 3,845 Add: Acquisition and transaction expenses 23 1,370 64 (1,347) 1,306 Add: Losses on the modification or extinguishment of debt and capital lease obligations 8,925 — — 8,925 — Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense (1) 52,347 49,465 39,318 2,882 10,147 Add: Interest expense 49,001 32,443 24,798 16,558 7,645 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items (2) — 1,131 — (1,131) 1,131 Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (3) (26,264) (20,328) (15,103) (5,936) (5,225) Adjusted EBITDA (Non-GAAP) $ 41,967 $ 35,694 $ 18,490 $ 6,273 $ 17,204 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023, and 2022: (i) depreciation and amortization expense of $47,872, $48,916 and $39,318 and (ii) capitalized contract costs amortization of $4,475, $549 and $—, respectively.
Jefferson Terminal Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Lease income $ 3,268 $ 3,179 $ 1,437 $ 89 $ 1,742 Terminal services revenues 82,390 77,467 70,709 4,923 6,758 Total revenues 85,658 80,646 72,146 5,012 8,500 Expenses Operating expenses 68,618 71,203 66,576 (2,585) 4,627 Acquisition and transaction expenses 68 23 1,370 45 (1,347) Depreciation and amortization 46,197 47,872 48,916 (1,675) (1,044) Total expenses 114,883 119,098 116,862 (4,215) 2,236 Other income (expense) Gain on sale of assets, net — 3,074 7,292 (3,074) (4,218) Loss on modification or extinguishment of debt (748) (8,925) — 8,177 (8,925) Interest expense (65,130) (49,001) (32,443) (16,129) (16,558) Other income (expense) 3,926 5,515 (1,302) (1,589) 6,817 Total other expense (61,952) (49,337) (26,453) (12,615) (22,884) Loss before income taxes (91,177) (87,789) (71,169) (3,388) (16,620) (Benefit from) provision for income taxes (1,873) (1,667) 2,468 (206) (4,135) Net loss (89,304) (86,122) (73,637) (3,182) (12,485) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (43,261) (41,491) (36,917) (1,770) (4,574) Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (46,043) $ (44,631) $ (36,720) $ (1,412) $ (7,911) 43 The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (46,043) $ (44,631) $ (36,720) $ (1,412) $ (7,911) Add: (Benefit from) provision for income taxes (1,873) (1,667) 2,468 (206) (4,135) Add: Equity-based compensation expense 1,495 4,233 5,865 (2,738) (1,632) Add: Acquisition and transaction expenses 68 23 1,370 45 (1,347) Add: Losses on the modification or extinguishment of debt and capital lease obligations 748 8,925 — (8,177) 8,925 Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense (1) 51,128 52,347 49,465 (1,219) 2,882 Add: Interest expense 65,130 49,001 32,443 16,129 16,558 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items (2) — — 1,131 — (1,131) Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (3) (27,028) (26,264) (20,328) (764) (5,936) Adjusted EBITDA (Non-GAAP) $ 43,625 $ 41,967 $ 35,694 $ 1,658 $ 6,273 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2025, 2024, and 2023: (i) depreciation and amortization expense of $46,197, $47,872 and $48,916 and (ii) capitalized contract costs amortization of $4,931, $4,475 and $549, respectively.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $4.9 million primarily due to a decrease in the pro-rata share of Adjusted EBITDA from unconsolidated entities of $5.3 million, and the changes noted above. 50 Corporate and Other The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Roadside services revenues $ 55,000 $ 68,190 $ 47,899 $ (13,190) $ 20,291 Total revenues 55,000 68,190 47,899 (13,190) 20,291 Expenses Operating expenses 53,584 69,166 48,969 (15,582) 20,197 General and administrative 14,798 12,833 10,891 1,965 1,942 Acquisition and transaction expenses 2,598 1,938 15,279 660 (13,341) Management fees and incentive allocation to affiliate 11,318 12,467 12,964 (1,149) (497) Depreciation and amortization 1,424 3,150 1,945 (1,726) 1,205 Total expenses 83,722 99,554 90,048 (15,832) 9,506 Other income (expense) Equity in earnings of unconsolidated entities 40 56 151 (16) (95) Loss on extinguishment of debt — (1,099) — 1,099 (1,099) Interest expense (71,184) (62,316) (26,639) (8,868) (35,677) Other income 22 — 133 22 (133) Total other expense (71,122) (63,359) (26,355) (7,763) (37,004) Loss before income taxes (99,844) (94,723) (68,504) (5,121) (26,219) Provision for income taxes 719 67 — 652 67 Net loss (100,563) (94,790) (68,504) (5,773) (26,286) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries — (228) (688) 228 460 Less: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Net loss attributable to stockholders/Former Parent $ (171,377) $ (156,962) $ (91,473) $ (14,415) $ (65,489) 51 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (171,377) $ (156,962) $ (91,473) $ (14,415) $ (65,489) Add: Provision for income taxes 719 67 — 652 67 Add: Equity-based compensation expense 494 170 — 324 170 Add: Acquisition and transaction expenses 2,598 1,938 15,279 660 (13,341) Add: Losses on the modification or extinguishment of debt and capital lease obligations — 1,099 — (1,099) 1,099 Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 1,424 3,150 1,945 (1,726) 1,205 Add: Interest expense 71,184 62,316 26,639 8,868 35,677 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (24) (25) 45 1 (70) Add: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in earnings of unconsolidated entities (40) (56) (151) 16 95 Less: Non-controlling share of Adjusted EBITDA (2) — (260) (651) 260 391 Adjusted EBITDA (Non-GAAP) $ (24,208) $ (26,163) $ (24,710) $ 1,955 $ (1,453) ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) net loss of $(55), $(80) and $(51) and (ii) interest expense of $31, $55 and $96, respectively.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $18.0 million primarily due to the changes noted above. 50 Corporate and Other The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Rail revenues $ 1,406 $ — $ — $ 1,406 $ — Roadside services revenues 52,194 55,000 68,190 (2,806) (13,190) Total revenues 53,600 55,000 68,190 (1,400) (13,190) Expenses Operating expenses 54,215 53,584 69,166 631 (15,582) General and administrative 16,222 14,798 12,833 1,424 1,965 Acquisition and transaction expenses 12,367 2,598 1,938 9,769 660 Management fees and incentive allocation to affiliate 14,714 11,318 12,467 3,396 (1,149) Depreciation and amortization 810 1,424 3,150 (614) (1,726) Total expenses 98,328 83,722 99,554 14,606 (15,832) Other income (expense) Equity in earnings of unconsolidated entities 50 40 56 10 (16) Loss on extinguishment of debt (55,174) — (1,099) (55,174) 1,099 Interest expense (104,468) (71,184) (62,316) (33,284) (8,868) Other income 132 22 — 110 22 Total other expense (159,460) (71,122) (63,359) (88,338) (7,763) Loss before income taxes (204,188) (99,844) (94,723) (104,344) (5,121) (Benefit from) provision for income taxes (572) 719 67 (1,291) 652 Net loss (203,616) (100,563) (94,790) (103,053) (5,773) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries — — (228) — 228 Less: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (259,238) $ (171,377) $ (156,962) $ (87,861) $ (14,415) 51 The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (259,238) $ (171,377) $ (156,962) $ (87,861) $ (14,415) Add: (Benefit from) provision for income taxes (572) 719 67 (1,291) 652 Add: Equity-based compensation expense 405 494 170 (89) 324 Add: Acquisition and transaction expenses 12,367 2,598 1,938 9,769 660 Add: Losses on the modification or extinguishment of debt and capital lease obligations 55,174 — 1,099 55,174 (1,099) Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 810 1,424 3,150 (614) (1,726) Add: Interest expense 104,468 71,184 62,316 33,284 8,868 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) (38) (24) (25) (14) 1 Add: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414 Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items (2) 955 — — 955 — Less: Equity in earnings of unconsolidated entities (50) (40) (56) (10) 16 Less: Non-controlling share of Adjusted EBITDA (3) — — (260) — 260 Adjusted EBITDA (Non-GAAP) $ (30,097) $ (24,208) $ (26,163) $ (5,889) $ 1,955 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) net loss of $(50), $(55) and $(80) and (ii) interest expense of $12, $31 and $55, respectively.
GAAP. 36 The following table presents our consolidated and combined consolidated results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 '23 vs ‘22 Revenues Lease income $ 4,963 $ 3,089 $ 3,221 $ 1,874 $ (132) Rail revenues 178,243 167,793 147,804 10,450 19,989 Terminal services revenues 93,259 83,350 59,574 9,909 23,776 Roadside services revenues 55,000 68,190 47,899 (13,190) 20,291 Other revenue 32 (1,950) 3,468 1,982 (5,418) Total revenues 331,497 320,472 261,966 11,025 58,506 Expenses Operating expenses 247,674 253,672 208,157 (5,998) 45,515 General and administrative 14,798 12,833 10,891 1,965 1,942 Acquisition and transaction expenses 5,457 4,140 16,844 1,317 (12,704) Management fees and incentive allocation to affiliate 11,318 12,467 12,964 (1,149) (497) Depreciation and amortization 79,410 80,992 70,749 (1,582) 10,243 Asset impairment 72,336 743 — 71,593 743 Total expenses 430,993 364,847 319,605 66,146 45,242 Other (expense) income Equity in losses of unconsolidated entities (55,496) (24,707) (67,399) (30,789) 42,692 Gain (loss) on sale of assets, net 2,370 6,855 (1,603) (4,485) 8,458 Loss on modification or extinguishment of debt (8,925) (2,036) — (6,889) (2,036) Interest expense (122,108) (99,603) (53,239) (22,505) (46,364) Other income (expense) 20,904 6,586 (3,169) 14,318 9,755 Total other expense (163,255) (112,905) (125,410) (50,350) 12,505 Loss before income taxes (262,751) (157,280) (183,049) (105,471) 25,769 Provision for income taxes 3,313 2,470 4,468 843 (1,998) Net loss (266,064) (159,750) (187,517) (106,314) 27,767 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (42,419) (38,414) (33,933) (4,005) (4,481) Less: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Net loss attributable to stockholders/Former Parent $ (294,459) $ (183,736) $ (177,241) $ (110,723) $ (6,495) 37 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (294,459) $ (183,736) $ (177,241) $ (110,723) $ (6,495) Add: Provision for income taxes 3,313 2,470 4,468 843 (1,998) Add: Equity-based compensation expense 8,636 9,199 4,146 (563) 5,053 Add: Acquisition and transaction expenses 5,457 4,140 16,844 1,317 (12,704) Add: Losses on the modification or extinguishment of debt and capital lease obligations 8,925 2,036 — 6,889 2,036 Add: Changes in fair value of non-hedge derivative instruments — 1,125 (1,125) (1,125) 2,250 Add: Asset impairment charges 70,401 743 — 69,658 743 Add: Incentive allocations — — — — — Add: Depreciation & amortization expense (1) 83,885 81,541 70,749 2,344 10,792 Add: Interest expense 122,108 99,603 53,239 22,505 46,364 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 20,272 20,209 13,939 63 6,270 Add: Dividends and accretion of redeemable preferred stock 70,814 62,400 23,657 8,414 38,743 Add: Interest and other costs on pension and OPEB liabilities (66) 2,130 1,232 (2,196) 898 Add: Other non-recurring items (3) — 2,470 — (2,470) 2,470 Less: Equity in losses of unconsolidated entities 55,496 24,707 67,399 30,789 (42,692) Less: Non-controlling share of Adjusted EBITDA (4) (27,194) (21,515) (16,279) (5,679) (5,236) Adjusted EBITDA (Non-GAAP) $ 127,588 $ 107,522 $ 61,028 $ 20,066 $ 46,494 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) depreciation and amortization expense of $79,410, $80,992 and $70,749 and (ii) capitalized contract costs amortization of $4,475, $549 and $—, respectively.
GAAP. 37 The following table presents our consolidated results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Lease income $ 5,089 $ 4,963 $ 3,089 $ 126 $ 1,874 Rail revenues 172,482 178,243 167,793 (5,761) 10,450 Terminal services revenues 95,054 93,259 83,350 1,795 9,909 Power revenues 156,183 — — 156,183 — Gas revenues 21,194 — — 21,194 — Roadside services revenues 52,194 55,000 68,190 (2,806) (13,190) Other revenue 324 32 (1,950) 292 1,982 Total revenues 502,520 331,497 320,472 171,023 11,025 Expenses Operating expenses 299,587 247,674 253,672 51,913 (5,998) General and administrative 16,222 14,798 12,833 1,424 1,965 Acquisition and transaction expenses 27,138 5,457 4,140 21,681 1,317 Management fees and incentive allocation to affiliate 14,714 11,318 12,467 3,396 (1,149) Depreciation and amortization 132,489 79,410 80,992 53,079 (1,582) Asset impairment 4,401 72,336 743 (67,935) 71,593 Total expenses 494,551 430,993 364,847 63,558 66,146 Other income (expense) Equity in earnings (losses) of unconsolidated entities 12,303 (55,496) (24,707) 67,799 (30,789) Gain on sale of assets, net 128,842 2,370 6,855 126,472 (4,485) Loss on modification or extinguishment of debt (59,323) (8,925) (2,036) (50,398) (6,889) Interest expense (265,914) (122,108) (99,603) (143,806) (22,505) Other income 20,751 20,904 6,586 (153) 14,318 Total other expense (163,341) (163,255) (112,905) (86) (50,350) Loss before income taxes (155,372) (262,751) (157,280) 107,379 (105,471) (Benefit from) provision for income taxes (3,318) 3,313 2,470 (6,631) 843 Net loss (152,054) (266,064) (159,750) 114,010 (106,314) Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (44,880) (42,419) (38,414) (2,461) (4,005) Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — 44,607 — Less: Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (207,403) $ (294,459) $ (183,736) $ 87,056 $ (110,723) 38 The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (207,403) $ (294,459) $ (183,736) $ 87,056 $ (110,723) Add: (Benefit from) provision for income taxes (3,318) 3,313 2,470 (6,631) 843 Add: Equity-based compensation expense 11,076 8,636 9,199 2,440 (563) Add: Acquisition and transaction expenses 27,138 5,457 4,140 21,681 1,317 Add: Losses on the modification or extinguishment of debt and capital lease obligations 59,323 8,925 2,036 50,398 6,889 Add: Changes in fair value of non-hedge derivative instruments (4,063) — 1,125 (4,063) (1,125) Add: Asset impairment charges 4,401 70,401 743 (66,000) 69,658 Add: Incentive allocations — — — — — Add: Depreciation & amortization expense (1) 117,328 83,885 81,541 33,443 2,344 Add: Interest expense 265,914 122,108 99,603 143,806 22,505 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2) 30,875 20,272 20,209 10,603 63 Add: Dividends and accretion of redeemable preferred stock 100,229 70,814 62,400 29,415 8,414 Add: Interest and other costs on pension and OPEB liabilities (887) (66) 2,130 (821) (2,196) Add: Other non-recurring items (3) 2,295 — 2,470 2,295 (2,470) Less: Equity in (earnings) losses of unconsolidated entities (12,303) 55,496 24,707 (67,799) 30,789 Less: Non-controlling share of Adjusted EBITDA (4) (29,381) (27,194) (21,515) (2,187) (5,679) Adjusted EBITDA (Non-GAAP) $ 361,224 $ 127,588 $ 107,522 $ 233,636 $ 20,066 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) depreciation and amortization expense of $132,489, $79,410 and $80,992, (ii) capitalized contract costs amortization of $4,931, $4,475 and $549 and (iii) amortization of other comprehensive income of $(20,092), $— and $—, respectively.
Contractual Obligations and Cash Requirements Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of December 31, 2024, we have outstanding principal and interest payment obligations of $1.6 billion and $555.3 million, respectively, of which, there are $50.0 million of principal payments due and $122.0 million of interest payments due within the next twelve months.
See Note 8 to the consolidated financial statements for information related to our debt obligations and respective covenants. 54 Contractual Obligations and Cash Requirements Our material cash requirements include the following contractual and other obligations: Debt Obligations — As of December 31, 2025, we have outstanding principal and interest payment obligations of $3.8 billion and $1.3 billion, respectively, of which, there are $1.6 billion of principal payments due and $248.9 million of interest payments due within the next twelve months.
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. For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue.
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.
(2) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) equity-based compensation of $9, $4 and $2, (ii) provision for (benefit from) income taxes of $22, $(1) and $2, (iii) acquisition and transaction expenses of $2, $1 and $1, (iv) interest and other costs on pension and OPEB liabilities of $(1), $6 and $1, (v) depreciation and amortization expense of $88, $49 and $19, (vi) interest expense of $2, $6 and $—, (vii) asset impairment of $—, $2 and $— and (viii) other non-recurring items of $—, $4 and $—, respectively.
(3) Includes the following items for the years ended December 31, 2025, 2024 and 2023: (i) equity-based compensation expense of $13, $9 and $4, (ii) provision for (benefit from) income taxes of $33, $22 and $(1), (iii) acquisition and transaction expenses of $20, $2 and $1, (iv) interest and other costs on pension and OPEB liabilities of $(5), $(1) and $6, (v) depreciation and amortization expense of $116, $88 and $49, (vi) interest expense of $5, $2 and $6, (vii) changes in fair value of non-hedge derivative instruments of $(23), $— and $—, (viii) asset impairment charges of $24, $— and $2, (ix) equity in earnings of unconsolidated entities of $96, $— and $—, (x) dividends and accretion of redeemable preferred stock of $243, $— and $— and (xi) other non-recurring items of $2, $— and $4, respectively.
Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2024 (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales and an easement. • During the year ended December 31, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million, (ii) Series 2024 Bond Offering of $382.3 million and (iii) October 2024 Jefferson Credit Agreement of $50.0 million.
Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2025, (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales. • During the year ended December 31, 2025, additional borrowings were obtained in connection with the (i) the Long Ridge Acquiom Loan of $40.0 million, (ii) the June 2025 Jefferson Credit Agreement of $30.0 million, (iii) the DRP DB Term Loan of $100.0 million, (iv) the Series 2025 Bonds of $300.0 million, (v) the Bridge Loan Credit Agreement of $1.25 billion and (vi) the RailCo Revolver of $50 million.
Net cash used in investing activities decreased $120.1 million primarily due to (i) a decrease in acquisitions of property, plant and equipment of $118.1 million and (ii) a decrease in investment in convertible promissory notes of $11.4 million, partially offset by (iii) an increase in cash used for the acquisition of additional ownership interest in FYX of $0.6 million in 2023 as compared to 2022, (iv) an increase in the investment in unconsolidated entities of $1.1 million, (v) a decrease in the proceeds from sale of property, plant and equipment of $6.1 million and (vi) an increase in the acquisition of leasing equipment of $1.7 million.
Net cash used in investing activities increased $1.0 billion primarily due to (i) an increase in acquisition of property, plant and equipment of $201.0 million, (ii) an increase in the investment in unconsolidated entities of $14.7 million, and (iii) an increase in cash provided by the acquisition of business of $856.6 million, partially offset by (iv) a decrease in investment in convertible promissory notes of $31.4 million and (v) an increase in proceeds from investor loan of $11.0 million.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $46.5 million primarily due to the changes noted above. 40 Railroad Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Lease income $ 1,784 $ 1,652 $ 1,943 $ 132 $ (291) Rail revenues 178,243 167,793 147,718 10,450 20,075 Total revenues 180,027 169,445 149,661 10,582 19,784 Expenses Operating expenses 97,207 92,972 84,863 4,235 8,109 Acquisition and transaction expenses 526 737 763 (211) (26) Depreciation and amortization 20,200 19,590 20,164 610 (574) Asset impairment — 743 — (743) 743 Total expenses 117,933 114,042 105,790 3,891 8,252 Other (expense) income Loss on sale of assets, net (704) (437) (1,603) (267) 1,166 Loss on extinguishment of debt — (937) — 937 (937) Interest expense (306) (2,284) (212) 1,978 (2,072) Other income (expense) 770 (2,164) (1,632) 2,934 (532) Total other expense (240) (5,822) (3,447) 5,582 (2,375) Income before income taxes 61,854 49,581 40,424 12,273 9,157 Provision for (benefit from) income taxes 4,692 (561) 1,287 5,253 (1,848) Net income 57,162 50,142 39,137 7,020 11,005 Less: Net income attributable to non-controlling interest in consolidated subsidiaries 245 143 15 102 128 Net income attributable to stockholders/Former Parent $ 56,917 $ 49,999 $ 39,122 $ 6,918 $ 10,877 41 The following table sets forth a reconciliation of net income attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net income attributable to stockholders/Former Parent $ 56,917 $ 49,999 $ 39,122 $ 6,918 10,877 Add: Provision for (benefit from) income taxes 4,692 (561) 1,287 5,253 (1,848) Add: Equity-based compensation expense 1,801 1,394 1,531 407 (137) Add: Acquisition and transaction expenses 526 737 763 (211) (26) Add: Losses on the modification or extinguishment of debt and capital lease obligations — 937 — (937) 937 Add: Changes in fair value of non-hedge derivative instruments — — — — — Add: Asset impairment charges — 743 — (743) 743 Add: Incentive allocations — — — — — Add: Depreciation & amortization expense 20,200 19,590 20,164 610 (574) Add: Interest expense 306 2,284 212 (1,978) 2,072 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities (66) 2,130 1,232 (2,196) 898 Add: Other non-recurring items (1) — 1,339 — (1,339) 1,339 Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (122) (71) (25) (51) (46) Adjusted EBITDA (Non-GAAP) $ 84,254 $ 78,521 $ 64,286 $ 5,733 $ 14,235 ______________________________________________________________________________________ (1) Includes the following items for the year ended December 31, 2023: Railroad severance expense of $1,339.
Railroad Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Lease income $ 1,821 $ 1,784 $ 1,652 $ 37 $ 132 Rail revenues 171,076 178,243 167,793 (7,167) 10,450 Other revenue 43 — — 43 — Total revenues 172,940 180,027 169,445 (7,087) 10,582 Expenses Operating expenses 91,587 97,207 92,972 (5,620) 4,235 Acquisition and transaction expenses 3,607 526 737 3,081 (211) Depreciation and amortization 21,273 20,200 19,590 1,073 610 Asset impairment 4,401 — 743 4,401 (743) Total expenses 120,868 117,933 114,042 2,935 3,891 Other income (expense) Equity in earnings of unconsolidated entities 9,223 — — 9,223 — Loss on sale of assets, net (79) (704) (437) 625 (267) Loss on extinguishment of debt — — (937) — 937 Interest expense (883) (306) (2,284) (577) 1,978 Other income (expense) 6,144 770 (2,164) 5,374 2,934 Total other income (expense) 14,405 (240) (5,822) 14,645 5,582 Income before income taxes 66,477 61,854 49,581 4,623 12,273 Provision for (benefit from) income taxes 5,937 4,692 (561) 1,245 5,253 Net income 60,540 57,162 50,142 3,378 7,020 Less: Net income attributable to non-controlling interest in consolidated subsidiaries 116 245 143 (129) 102 Less: Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — 44,607 — Net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ 56,917 $ 49,999 $ (41,100) $ 6,918 41 The following table sets forth a reconciliation of net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ 56,917 $ 49,999 $ (41,100) 6,918 Add: Provision for (benefit from) income taxes 5,937 4,692 (561) 1,245 5,253 Add: Equity-based compensation expense 2,300 1,801 1,394 499 407 Add: Acquisition and transaction expenses 3,607 526 737 3,081 (211) Add: Losses on the modification or extinguishment of debt and capital lease obligations — — 937 — (937) Add: Changes in fair value of non-hedge derivative instruments (4,234) — — (4,234) — Add: Asset impairment charges 4,401 — 743 4,401 (743) Add: Incentive allocations — — — — — Add: Depreciation & amortization expense 21,273 20,200 19,590 1,073 610 Add: Interest expense 883 306 2,284 577 (1,978) Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (1) 26,713 — — 26,713 — Add: Dividends and accretion of redeemable preferred stock 44,607 — — 44,607 — Add: Interest and other costs on pension and OPEB liabilities (887) (66) 2,130 (821) (2,196) Add: Other non-recurring items (2) 305 — 1,339 305 (1,339) Less: Equity in earnings of unconsolidated entities (9,223) — — (9,223) — Less: Non-controlling share of Adjusted EBITDA (3) (524) (122) (71) (402) (51) Adjusted EBITDA (Non-GAAP) $ 110,975 $ 84,254 $ 78,521 $ 26,721 $ 5,733 ______________________________________________________________________________________ (1) Includes the following items for the year ended December 31, 2025: (i) net loss of $14,966, (ii) depreciation and amortization expense of $6,145, (iii) interest expense of $926 and (iv) provision for income taxes of $4,676.
We did not make any principal repayments of debt during the year ended December 31, 2022. We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months.
We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months. None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $38.7 million due to the redeemable preferred stock raise completed in August 2022. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $1.5 million primarily due to the changes noted above.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock decreased $15.2 million due to payoff of Series A Preferred Stock in August 2025. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA decreased $5.9 million primarily due to the changes noted above.
Net cash provided by financing activities increased $113.8 million primarily due to (i) an increase in proceeds from debt of $317.1 million, partially offset by (ii) repayment of debt proceeds of $172.5 million, (iii) an increase in settlement of equity-based compensation of $1.2 million, (iv) an increase in payment of deferred financing costs of $2.6 million, (v) an increase in cash dividends paid for Redeemable Preferred Stock of $12.9 million and (vi) an increase in distributions to non-controlling interests of $13.4 million.
Net cash provided by financing activities increased $1.2 billion primarily due to (i) an increase in proceeds from debt of $1.3 billion, (ii) an increase in proceeds from the issuance of redeemable preferred stock of $1.0 billion and (iii) a decrease in distributions to non-controlling interests of $13.7 million, partially offset by (iv) repayment of debt proceeds of $532.8 million, (v) an increase in repayment of preferred stock of $447.1 million, (vi) an increase in payment of deferred financing costs of $50.6 million, (vii) an increase in the payment of cash dividends on preferred stock of $10.9 million and (viii) an increase in redeemable preferred stock issuance costs of $21.2 million.
Repauno Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Revenues Rail revenues $ — $ — $ 86 $ — $ (86) Terminal services revenues 15,792 12,641 563 3,151 12,078 Other revenue 32 (1,950) 3,468 1,982 (5,418) Total revenues 15,824 10,691 4,117 5,133 6,574 Expenses Operating expenses 23,483 22,203 17,072 1,280 5,131 Depreciation and amortization 9,914 9,336 9,322 578 14 Total expenses 33,397 31,539 26,394 1,858 5,145 Other expense Interest expense (1,617) (2,557) (1,590) 940 (967) Total other expense (1,617) (2,557) (1,590) 940 (967) Loss before income taxes (19,190) (23,405) (23,867) 4,215 462 (Benefit from) provision for income taxes (431) 496 165 (927) 331 Net loss (18,759) (23,901) (24,032) 5,142 131 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (1,173) (1,412) (1,242) 239 (170) Net loss attributable to stockholders/Former Parent $ (17,586) $ (22,489) $ (22,790) $ 4,903 $ 301 45 The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2024 2023 2022 '24 vs ‘23 23 vs ‘22 Net loss attributable to stockholders/Former Parent $ (17,586) $ (22,489) $ (22,790) $ 4,903 $ 301 Add: (Benefit from) provision for income taxes (431) 496 165 (927) 331 Add: Equity-based compensation expense 2,108 1,770 595 338 1,175 Add: Acquisition and transaction expenses — — — — — Add: Losses on the modification or extinguishment of debt and capital lease obligations — — — — — Add: Changes in fair value of non-hedge derivative instruments — 1,125 (1,125) (1,125) 2,250 Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 9,914 9,336 9,322 578 14 Add: Interest expense 1,617 2,557 1,590 (940) 967 Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items — — — — — Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (1) (808) (856) (500) 48 (356) Adjusted EBITDA (Non-GAAP) $ (5,186) $ (8,061) $ (12,743) $ 2,875 $ 4,682 ______________________________________________________________________________________ (1) Includes the following items for the years ended December 31, 2024, 2023 and 2022: (i) equity-based compensation of $129, $99 and $28, (ii) (benefit from) provision for income taxes of $(26), $28 and $8, (iii) interest expense of $99, $143 and $75, (iv) depreciation and amortization expense of $606, $523 and $442, and (v) changes in fair value of non-hedge derivative instruments of $—, $63 and $(53), respectively.
Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $1.7 million primarily due to the changes noted above. 44 Repauno Segment The following table presents our results of operations: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Revenues Terminal services revenues $ 10,710 $ 15,792 $ 12,641 $ (5,082) $ 3,151 Other revenue 281 32 (1,950) 249 1,982 Total revenues 10,991 15,824 10,691 (4,833) 5,133 Expenses Operating expenses 22,733 23,483 22,203 (750) 1,280 Acquisition and transaction expenses 4,253 — — 4,253 — Depreciation and amortization 9,973 9,914 9,336 59 578 Total expenses 36,959 33,397 31,539 3,562 1,858 Other (expense) income Loss on modification or extinguishment of debt (3,324) — — (3,324) — Interest expense (6,943) (1,617) (2,557) (5,326) 940 Other income 4,475 — — 4,475 — Total other expense (5,792) (1,617) (2,557) (4,175) 940 Loss before income taxes (31,760) (19,190) (23,405) (12,570) 4,215 Provision for (benefit from) income taxes 714 (431) 496 1,145 (927) Net loss (32,474) (18,759) (23,901) (13,715) 5,142 Less: Net loss attributable to non-controlling interest in consolidated subsidiaries (1,709) (1,173) (1,412) (536) 239 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (30,765) $ (17,586) $ (22,489) $ (13,179) $ 4,903 45 The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA: Year Ended December 31, Change (in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23 Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (30,765) $ (17,586) $ (22,489) $ (13,179) $ 4,903 Add: Provision for (benefit from) income taxes 714 (431) 496 1,145 (927) Add: Equity-based compensation expense 1,240 2,108 1,770 (868) 338 Add: Acquisition and transaction expenses 4,253 — — 4,253 — Add: Losses on the modification or extinguishment of debt and capital lease obligations 3,324 — — 3,324 — Add: Changes in fair value of non-hedge derivative instruments — — 1,125 — (1,125) Add: Asset impairment charges — — — — — Add: Incentive allocations — — — — — Add: Depreciation and amortization expense 9,973 9,914 9,336 59 578 Add: Interest expense 6,943 1,617 2,557 5,326 (940) Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities — — — — — Add: Dividends and accretion of redeemable preferred stock — — — — — Add: Interest and other costs on pension and OPEB liabilities — — — — — Add: Other non-recurring items (1) 1,035 — — 1,035 — Less: Equity in losses of unconsolidated entities — — — — — Less: Non-controlling share of Adjusted EBITDA (2) (1,492) (808) (856) (684) 48 Adjusted EBITDA (Non-GAAP) $ (4,775) $ (5,186) $ (8,061) $ 411 $ 2,875 ______________________________________________________________________________________ (1) Includes the following items for the year ended December 31, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $8.5 million during the year ended December 31, 2024 primarily due to (i) an increase in terminal services revenues of $6.8 million due to an increase in average crude oil throughput volumes and (ii) an increase in lease income of $1.7 million.
Comparison of the years ended December 31, 2025 and 2024 Revenues Total revenues increased $5.0 million primarily due to an increase in terminal services revenues of $4.9 million due to an increase in average refined oil throughput volumes.
As of December 31, 2023, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively. During 2023, an immaterial adjustment was recorded to the goodwill and property, plant and equipment balances of the Railroad segment.
As of December 31, 2025, the carrying amount of goodwill within the Jefferson Terminal, Railroad, Corporate and Other and Power and Gas segments was $122.7 million, $147.2 million, $5.4 million and $90.3 million, respectively.
Lease Obligations — As of December 31, 2024, we had operating and finance lease obligations of $168.6 million, of which $8.4 million is due within the next twelve months. 55 Redeemable Preferred Stock Obligations —We have dividend payments of $73.8 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for twelve months.
Redeemable Preferred Stock Obligations —We have dividend payments of $132.2 million due on our redeemable preferred stock within the next twelve months with an option to paid-in-kind dividends at a higher interest rate and to defer payment for twelve months. See Notes 2 and 18 for additional information related to our preferred stock obligations.
We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.
An annual impairment review is conducted as of October 1st of each year. Additionally, we review the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The determination of fair value involves significant management judgment. For an annual goodwill impairment assessment, an optional qualitative analysis may be performed.
We believe that net income (loss) attributable to stockholders, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders as determined in accordance with U.S.
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.
(2) Includes the following items for the year ended December 31, 2024, 2023 and 2022: (i) depreciation expense of $—, $260 and $651, respectively. Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues decreased $13.2 million primarily due to a decrease in roadside services at FYX.
Comparison of the years ended December 31, 2025 and 2024 Revenues Total revenues decreased $1.4 million primarily due to a decrease in roadside services at FYX.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $10.6 million which is primarily due to both an increase in carloads and rates per car.
Comparison of the years ended December 31, 2025 and 2024 Revenues Total revenues decreased $7.1 million which is primarily due to decreased carloads.
We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations.
Other Cash Requirements —In addition to our contractual obligations, we may pay quarterly cash dividends on our common stock, which are subject to change at the discretion of our board of directors. We expect to meet our future short-term liquidity requirements through cash on hand, unused borrowing capacity or future financings and net cash provided by our current operations.
Geographic Information Please refer to Note 15 of our consolidated and combined consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2024, 2023 and 2022, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2024 and 2023. 53 Liquidity and Capital Resources We believe we have sufficient liquidity to satisfy our cash needs; however, we continue to evaluate and take action, as necessary, to preserve adequate liquidity and ensure that our business can continue to operate during these uncertain times.
Geographic Information Please refer to Note 17 of our consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2025, 2024 and 2023, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2025 and 2024.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $11.0 million primarily due to higher revenues in the Railroad, Jefferson Terminal, and Repauno segments. • Rail revenue increased $10.5 million due to an increase in both carloads and rates per car; and • Terminal services revenue increased $9.9 million due to higher throughput volumes at Jefferson Terminal and the commencement of a butane throughput contract at Repauno in April 2023; partially offset by • Roadside services revenue decreased $13.2 million due to a decrease in roadside services at FYX.
Comparison of the years ended December 31, 2025 and 2024 Revenues Total revenues increased $171.0 million primarily due to higher revenues in the Power and Gas and Jefferson Terminal segments. • Terminal services revenue increased $1.8 million due to (i) an increase in average refined oil throughput volumes at Jefferson Terminal and (ii) an increase due to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025, offset by a decrease due to lower volumes stemming from the terminal’s new butane throughput contract that commenced in April 2025 at Repauno; • Power revenues increased $156.2 million due to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025; and 39 • Gas revenues increased $21.2 million due to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025; partially offset by • Rail revenues decreased $5.8 million primarily due to decreased carloads in the Railroad segment; and • Roadside services revenue decreased $2.8 million due to a decrease in roadside services at FYX.
Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors. 54 Historical Cash Flow The following table presents our historical cash flow: Year Ended December 31, (in thousands) 2024 2023 2022 Cash Flow Data: Net cash (used in) provided by operating activities $ (15,278) $ 5,513 $ (42,690) Net cash used in investing activities (118,137) (147,123) (267,266) Net cash provided by financing activities 193,232 79,447 157,743 Comparison of the years ended December 31, 2024 and 2023 Net cash used in operating activities increased $20.8 million, which primarily reflects (i) an increase in net loss of $106.3 million, (ii) changes in accounts receivable, accounts payable and accrued liabilities, other assets and other liabilities of $23.6 million, (iii) a decrease in depreciation and amortization of $1.6 million and (iv) an increase in gain on sale of easement of $3.5 million, partially offset by (v) a change in equity in losses of unconsolidated entities of $30.8 million, (vi) a decrease in gain on the sale of assets of $4.5 million, (vii) an increase in loss on modification or extinguishment of debt of $6.9 million and (viii) an increase in asset impairment of $71.6 million.
Historical Cash Flow The following table presents our historical cash flow: Year Ended December 31, (in thousands) 2025 2024 2023 Cash Flow Data: Net cash (used in) provided by operating activities $ (118,008) $ (15,278) $ 5,513 Net cash used in investing activities (1,142,666) (118,137) (147,123) Net cash provided by financing activities 1,439,324 193,232 79,447 Comparison of the years ended December 31, 2025 and 2024 Net cash used in operating activities increased $102.7 million, which primarily reflects (i) a decrease in net loss of $114.0 million, (ii) an increase in loss on modification or extinguishment of debt of $50.4 million, (iii) an increase in depreciation and amortization of $53.1 million and (iv) an increase in amortization of deferred financing costs of $4.7 million, offset by (v) an increase in equity in earnings of unconsolidated entities of $67.8 million, (vi) an increase in gain on the sale of assets of $2.4 million, (vii) changes in working capital of $56.0 million, (viii) an increase in asset impairment of $67.9 million, (ix) changes in deferred income taxes of $7.7 million, (x) an increase in amortization of other comprehensive income of $20.1 million, and (xi) an increase in gain on sale of subsidiaries of $128.9 million.
None of these transactions, negotiations or financings are definitive or included within our planned liquidity needs. We cannot assure if or when any such transaction will be consummated or the terms of any such transaction.
We cannot assure if or when any such transaction will be consummated or the terms of any such transaction.
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.
We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.
Operating expenses decreased $6.0 million primarily due to: • a decrease of $15.6 million in the Corporate and Other segment primarily due to a decrease in roadside services at FYX; partially offset by 38 • an increase of $4.2 million in the Railroad segment primarily due to increased carloads; • an increase of $1.3 million at Repauno which primarily reflects an increase in compensation and benefits due to costs associated with equity-based compensation, as well as an increase in labor costs and professional fees related to the continued development of the site; and • an increase of $4.6 million at Jefferson Terminal which primarily reflects an increase in costs associated with equity-based compensation, as well as higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity.
Operating expenses increased $51.9 million primarily due to: • an increase of $60.2 million in the Power and Gas segment primarily due to increased drilling expenses at Ohio Gasco LLC and Long Ridge West Virginia, as well as increased legal expenses; partially offset by • a decrease of $0.8 million at Repauno which primarily reflects lower repairs and maintenance and labor costs; • a decrease of $2.6 million at Jefferson Terminal which primarily reflects lower costs associated with insurance and equity-based compensation; and • a decrease of $5.6 million in the Railroad segment primarily due to decreased carloads.
Expenses Total expenses increased $2.2 million which reflects: • an increase in operating expenses of $4.6 million primarily due to costs associated with equity-based compensation, higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity; offset by • a decrease in depreciation and amortization of $1.0 million due to certain assets becoming fully depreciated; and • a decrease in acquisition and transaction expenses of $1.3 million associated with professional fees incurred in the prior year for a potential acquisition.
Expenses Total expenses decreased $4.2 million which primarily reflects: • a decrease in operating expenses of $2.6 million primarily due to lower costs associated with insurance and equity-based compensation; and • a decrease in depreciation and amortization of $1.7 million due to certain assets becoming fully depreciated.
In July 2023, we used a portion of the net proceeds from the additional $100.0 million aggregate principal amount of the 2027 Notes to repay the amounts outstanding under the Transtar Revolver and Credit Agreement in full. • During the year ended December 31, 2022, additional borrowings were obtained in connection with the (i) 2027 Notes (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $473.8 million, (ii) Transtar Revolver of $10.0 million and (iii) EB-5.3 Loan Agreement of $26.4 million.
In July 2023, we used a portion of the net proceeds from the additional $100.0 million aggregate principal amount of the 2027 Notes to repay the amounts outstanding under the Transtar Revolver and Credit Agreement in full.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock increased $8.4 million due to continued accretion of our redeemable preferred stock balance for the year. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $20.1 million primarily due to the changes noted above.
Dividends and accretion of redeemable preferred stock Dividends and accretion of redeemable preferred stock decreased $15.2 million due to payoff of Series A Preferred Stock in August 2025. Adjusted EBITDA (Non-GAAP) Adjusted EBITDA increased $233.6 million primarily due to the changes noted above.
Other income (expense) Total other expense increased $37.0 million due primarily to (i) an increase in interest expense of $35.7 million due to the additional issuance of the Senior Notes due 2027 in July 2023 and (ii) an increase in loss on extinguishment of debt of $1.1 million .
Other expense Total other expense increased $88.3 million due to an increase in interest expense of $33.3 million due to the issuance of the Corporate Bridge Loan in August 2025 and an increase in loss on extinguishment of debt of $55.2 million due to paydown of the Senior Notes due 2027 in August 2025.
Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review.
The fair value estimate was sensitive to significant assumptions inherent in the discounted estimated future cash flows, including forecasted revenue and revenue growth rates and discount rate. Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review.
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.
All segment data and related disclosures for earlier periods presented herein have been recast to reflect this segment reporting structure. 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.
Expenses Total expenses increased $3.9 million which is primarily due to the increase in operating expense of $4.2 million due to increased carloads, partially offset by a decrease in asset impairment of $0.7 million for certain scrap assets written off in 2023.
Expenses Total expenses increased $2.9 million which primarily reflects: • an increase in acquisition and transaction costs of $3.1 million primarily related to the acquisition of Wheeling in December 2025 and costs for the warrants issued in August 2025; • an increase in depreciation and amortization expense of $1.1 million related to depreciation on Wheeling assets due to the acquisition in December 2025; and • an increase in asset impairment of $4.4 million related to a railcar adjustment; partially offset by • a decrease in operating expenses of $5.6 million due to decreased carloads.
On August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc. common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022 and we became an independent, 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.
(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.
Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX. As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.
As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million and $5.4 million, respectively. 55 We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.
Comparison of the years ended December 31, 2023 and 2022 Other (expense) income Total other expense increased $7.4 million which reflects an increase of $7.8 million in equity in losses of unconsolidated entities primarily due to operating losses at GM-FTAI Holdco LLC, offset by an increase in other income of $0.4 million due to interest income earned on outstanding notes.
Other (expense) income Total other income increased $19.5 million which reflects a decrease of $10.8 million in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC and an increase of $9.0 million in gain on sale of assets, net due to gain on sale of equity method investment in Clean Planet Energy USA LLC.
Expenses Total expenses increased $9.5 million primarily due to: • an increase in operating expenses of $20.2 million and an increase in depreciation and amortization expense of $1.2 million due to the acquisition and consolidation of FYX in May 2022; and • an increase in general and administrative expense of $1.9 million primarily due to higher professional fees; partially offset by • a decrease in acquisition and transaction expenses of $13.3 million primarily due to expenses incurred in 2022 related to the Spin-off.
Expenses Total expenses increased $14.6 million primarily due to: • an increase in acquisition and transaction expenses of $9.8 million due to higher professional fees; and • an increase in general and administrative expense of $1.4 million primarily due to higher professional fees.
Other (expense) income Total other expense increased $50.4 million which primarily reflects: • an increase in equity in losses of unconsolidated entities of $30.8 million which primarily reflects a decrease in unrealized gains on power swaps at Long Ridge Energy & Power LLC, as well as higher operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment; • a decrease in gain on the sale of assets of $4.5 million primarily due to a gain recognized at Jefferson Terminal, offset by a loss recognized in the Railroad segment; • an increase in interest expense of $22.5 million primarily due to an increase in the average outstanding debt of approximately $178.4 million which consists of (i) $49.1 million for the Senior Notes due 2027, (ii) $17.6 million for the DRP Revolver and (iii) $136.6 million for the Series 2024 Bonds as well as the Barclay’s loan, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million; and • an increase in loss on modification or extinguishment of debt of $6.9 million at Jefferson Terminal; offset by • an increase in other income of $14.3 million primarily due to (i) interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC, (ii) pension and OPEB benefits due to favorable adjustments in the Railroad segment and (iii) a benefit from the decrease in prior period losses related to the termination of a pipeline contract at Jefferson Terminal.
Other income (expense) Total other expense increased by an immaterial amount which reflects: • an increase in interest expense of $143.8 million primarily due to an increase in the average outstanding debt of approximately $1.7 billion which consists of (i) $282.8 million for the Corporate Bridge Loan, (ii) $242.2 million for the Series 2025 Bonds, (iii) $81.9 million for the Series 2024 Bonds, (iv) $1.1 billion for Long Ridge Energy & Power LLC debt and (v) $8.3 million for the RailCo Revolver; and • an increase in loss on modification or extinguishment of debt of $50.4 million primarily due to (i) an increase of $55.2 million for the paydown of the Senior Notes due 2027 in August 2025 in the Corporate and Other segment and (ii) an increase of $3.3 million for the payoff of the DRP Revolver and March 2025 Credit Agreement at Repauno, partially offset by a decrease of $8.2 million for debt in the prior year at Jefferson Terminal; partially offset by • an increase in equity in earnings of unconsolidated entities of $67.8 million which primarily reflects (i) the equity pickup of Long Ridge Energy & Power LLC net losses in the Power and Gas segment in the prior year, while there were only two months of equity pickup in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition and (ii) the equity pickup of Wheeling in the Railroad segment from August through December when Wheeling was consolidated, partially offset by a decrease due to lower operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment; and • an increase in gain on the sale of assets of $126.5 million primarily due to (i) the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment and (ii) gain on sale of equity method investment in Clean Planet Energy USA LLC in the Sustainability and Energy Transition segment, partially offset by a decrease at Jefferson Terminal due to a gain recognized in the prior year.
Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.
Additionally, Corporate and Other includes 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.
Fortress continues to operate as an independent investment manager under the Fortress brand, with autonomy over investment processes and decision making, personnel and operations. Results of Operations Adjusted EBITDA (Non-GAAP) The chief operating decision maker (“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.
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.
Other income (expense) Total other expense increased $7.8 million due primarily to (i) an increase in interest expense of $8.9 million due to the additional issuance of the Senior Notes due 2027 in July 2023, partially offset by (ii) a decrease in loss on extinguishment of debt of $1.1 million due to repayment of amounts outstanding under the Credit Agreement in July 2023.
Other (expense) income Total other expense increased $4.2 million primarily due to (i) an increase in interest expense of $5.3 million related to additional borrowings and (ii) an increase in loss on modification or extinguishment of debt of $3.3 million due to the payoff of the DRP Revolver and March 2025 Credit Agreement, offset by an increase in other income of $4.5 million from the interest on funds from the Series 2025 Bonds.
Asset impairment increased $71.6 million due to the impairment of our investment in GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment, partially offset by certain scrap assets that were written off in 2023 in the Railroad segment. General and administrative increased $2.0 million primarily due to higher professional fees in the Corporate and Other segment.
Asset impairment decreased $67.9 million due to prior year impairment of our investment in GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment, offset by a railcar adjustment in the Railroad segment in the current year.
As of December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion. Operating Segments Prior to the third quarter of 2022, we operated as three reportable segments. During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below.
As of December 31, 2025, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million. Operating Segments During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense.
Expenses Total expenses increased $21.1 million which reflects: • an increase in operating expenses of $10.2 million primarily due to costs associated with equity-based compensation, higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity ; • an increase in depreciation and amortization of $9.6 million due to additional assets placed into service; and • an increase in acquisition and transaction expenses of $1.3 million associated with professional fees for a potential acquisition.
Expenses Total expenses increased $3.6 million primarily due to an increase in acquisition and transaction expenses related to consulting fees, partially offset by a decrease in operating expenses associated with lower repairs and maintenance and labor costs.
Acquisition and transaction expenses increased $1.3 million primarily due to increased consulting fees in the Power and Gas segment.
General and administrative increased $1.4 million due to higher professional fees in the Corporate and Other segment.
Comparison of the years ended December 31, 2024 and 2023 Expenses Total expenses increased $1.7 million primarily due to an increase in consulting fees.
Comparison of the years ended December 31, 2025 and 2024 Expenses Total expenses decreased $72.3 million primarily due to the impairment of our investment and the related note receivable in GM-FTAI Holdco LLC in the prior year.
Comparison of the years ended December 31, 2024 and 2023 Revenues Total revenues increased $5.1 million, primarily due to the commencement of a butane throughput contract in April 2023, partially offset by losses in the prior year related to the sale of butane inventory as the terminal prepared for the new throughput contract.
Comparison of the years ended December 31, 2025 and 2024 Revenues Total revenues decreased $4.8 million due to lower volumes stemming from the terminal’s new butane throughput contract that commenced in April 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAlthough the following results of a sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they should not be viewed as a forecast.
Biggest changeAlthough the following results of a sensitivity analysis for changes in interest rates may have some limited use as a benchmark, they should not be viewed as a forecast. This forward-looking disclosure also is selective in nature and addresses only the potential interest expense impacts on our financial instruments.
Some of our borrowing agreements require payments based on a variable interest rate index, such as Secured Overnight Financing Rate (“SOFR”). Therefore, to the extent our borrowing costs are not fixed, increases in interest rates may reduce our net income by increasing the cost of our debt without any corresponding increase in rents or cash flow from our leases.
Some of our borrowing agreements require payments based on a variable interest rate index, such as Secured Overnight Financing Rate. Therefore, to the extent our borrowing costs are not fixed, increases in interest rates may reduce our net income by increasing the cost of our debt without any corresponding increase in rents or cash flow from our leases.
As of December 31, 2024, assuming we do not hedge our exposure to interest rate fluctuations related to our outstanding floating rate debt, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an increase of ap proximat ely $0.7 million or a decrease of approximately $0.7 million in interest expense over the next 12 months.
As of December 31, 2025, assuming we do not hedge our exposure to interest rate fluctuations related to our outstanding floating rate debt, a hypothetical 100-basis point increase/decrease in our variable interest rate on our borrowings would result in an increase of approximately $12.9 million or a decrease of approximately $12.9 million in interest expense over the next 12 months.
This forward-looking disclosure also is selective in nature and addresses only the potential interest expense impacts on our financial instruments It also does not include a variety of other potential factors that could affect our business as a result of changes in interest rates.
It also does not include a variety of other potential factors that could affect our business as a result of changes in interest rates.

Other FIP 10-K year-over-year comparisons