Welcome to our dedicated page for FTAI INFRASTRUCTURE SEC filings (Ticker: FIP), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The FTAI Infrastructure Inc. (NASDAQ:FIP) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, including Forms 10-K, 10-Q, 8-K, and related exhibits. These documents provide detailed information on FTAI Infrastructure’s rail, ports and terminals, and power and gas operations, as well as its capital structure, financing arrangements, and governance.
Through its 8-K filings, the company reports material events such as the stock purchase agreement and closing of the acquisition of The Wheeling Corporation, the establishment of a voting trust under U.S. Surface Transportation Board rules, the secured bridge loan credit agreement used to finance the transaction, and the issuance of Series A Preferred Units and warrants at RR Holdings. Other 8-Ks furnish quarterly earnings press releases, outlining segment performance, Adjusted EBITDA, and dividend declarations.
Periodic reports on Form 10-K and Form 10-Q, along with any related NT 10-Q notifications of late filing, contain consolidated financial statements, segment disclosures for the Railroad, Jefferson Terminal, Repauno, Power and Gas, and Sustainability and Energy Transition segments, and discussions of risk factors and management’s analysis. These filings also describe the company’s external management by an affiliate of Fortress Investment Group LLC and its principal executive offices in New York, New York.
On Stock Titan, investors can access FIP’s SEC filings with real-time updates from EDGAR and AI-powered summaries that explain the key points of lengthy documents such as annual reports (Form 10-K), quarterly reports (Form 10-Q), and current reports (Form 8-K). The platform also makes it easier to review transaction-related disclosures, capital structure changes, and other regulatory information that shape FTAI Infrastructure’s freight rail, terminal, and power and gas infrastructure strategy.
FTAI Infrastructure Inc. director Hamilton L. James reported receiving 984 shares of common stock on January 9, 2026. The shares were issued as compensation for services under the company’s Non-qualified Stock Option and Incentive Award Plan and related board resolutions, with an applicable closing share price of $5.08 on January 8, 2026. Following this award, he beneficially owns 8,400 common shares, held directly.
FTAI Infrastructure Inc. (FIP) reported higher revenue but wider losses. Q3 2025 total revenues were $140.6 million, up from $83.3 million a year ago, while the company posted a net loss of $104.5 million versus a $43.0 million loss last year. Loss per share was $1.38 basic and diluted. Interest expense rose to $73.3 million, and results included a $55.2 million loss on debt modification/extinguishment.
Balance sheet and liquidity shifted materially. Total assets rose to $5.45 billion, including a $1,112.7 million investment in The Wheeling Corporation recorded under the equity method due to a voting trust structure. Debt, net increased to $3.73 billion, and the company recorded $906.1 million of redeemable preferred stock (RailCo non‑controlling interest) and $152.6 million of Series B redeemable preferred stock. Management disclosed current liquidity and forecasted cash flows are not sufficient to repay $1.55 billion of debt due in approximately 12 months; plans to refinance key facilities and complete the Wheeling acquisition are underway. Cash, cash equivalents and restricted cash ended the period at $353.9 million.
FTAI Infrastructure Inc. furnished an 8-K under Item 2.02 announcing results for its fiscal quarter ended September 30, 2025. The company attached a press release as Exhibit 99.1.
The information, including the exhibit, is furnished and not filed under the Exchange Act, and is not subject to Section 18 liability or incorporated by reference unless expressly stated.
FTAI Infrastructure Inc. filed an 8‑K/A to add historical and unaudited pro forma financial information related to its acquisition of The Wheeling Corporation and related financing transactions.
The Company closed the Wheeling acquisition on August 25, 2025 for approximately $1.05 billion cash consideration, placed Wheeling’s stock into a voting trust and will receive it upon STB approval. In connection with closing, the Company entered a $1.25 billion secured bridge loan maturing on August 24, 2026, and RR Holdings issued 1,000,000 Series A Preferred Units and warrants for 172,500 units at an exercise price of $857.748, for an aggregate purchase price of $1,000,000,000.
The amendment furnishes audited financials of Wheeling (Ex. 99.1), unaudited pro forma combined financials (Ex. 99.2) reflecting the Wheeling deal and the February 26, 2025 acquisition of the remaining interests in Long Ridge Energy & Power LLC, and supplemental non‑GAAP information (Ex. 99.3).
FTAI Infrastructure Inc. filed a Current Report on Form 8-K dated August 25, 2025, disclosing that several material agreements were executed related to FIP RR Holdings LLC. The filing lists a Voting Trust Agreement, a Credit Agreement with Barclays as administrative agent, an Amended and Restated LLC Agreement, and a Warrant Agreement, each dated August 25, 2025. The registrant states that certain schedules and exhibits are omitted under Item 601(a)(5) of Regulation S-K and will be furnished to the SEC upon request. The cover page XBRL tags are embedded in the iXBRL document.
Fletcher Carl Russell IV, who is listed as an officer (CFO and CAO) of FTAI Infrastructure Inc. (ticker: FIP), reported an insider purchase on 08/21/2025. The Form 4 shows 10,000 shares were acquired at a weighted average price of $4.48 (purchase prices ranged from $4.46 to $4.48). After the transaction the reporting person beneficially owns 30,000 shares directly. The filing was submitted via attorney-in-fact Kevin Krieger, who signed the Form 4 on behalf of the reporting person. The filer notes it will provide transaction-level price details on request.
FTAI Infrastructure Inc. director and CEO Kenneth J. Nicholson reported on Form 4 that on 08/20/2025 he acquired 1,086,957 shares of the company's common stock by exercising stock options at a price of $2.49 per share. Following the reported transaction, Mr. Nicholson beneficially owned 2,175,539 shares directly. The filing discloses that the exercised awards are "tandem" with options held by the company's manager and describes their vesting and exercisability schedule, with related manager option expiration noted as 12/31/2025. The form is signed by an attorney-in-fact on 08/21/2025.
FTAI Infrastructure Inc. (FIP) reported results and disclosures showing a company actively acquiring and financing infrastructure assets while managing near-term liquidity. The company had $4.4 billion of consolidated assets and 115,087,817 common shares outstanding as of June 30, 2025. Management flagged a liquidity gap: forecasted cash flows and current liquidity are insufficient to repay $302.5 million of debt maturing in about 12 months, and management has approved a multi-part plan including refinancings and consummation of transactions to address this risk.
The company completed major financing and transaction activity in the period: a controlling acquisition of Long Ridge (resulting in a $120.0 million gain on remeasurement), issuance of $300.0 million Tax Exempt Series 2025 Bonds and a $100.0 million DRP DB Term Loan for Repauno, and issuance of Series A and Series B preferred stock (Series A accreting to $435.5 million redemption value; Series B face value $160.0 million, redeemable value shown at $192.0 million). Concentration and operational notes include a large single-customer revenue concentration (approximately 32% of revenues for the three months ended June 30, 2025 in the Railroad segment) and increases in impairment, acquisition-related costs and preferred dividends (including PIK increases).
Luxor-affiliated funds report a 5.8% stake in FTAI Infrastructure Inc. Thebes Offshore Master Fund and Qena Capital Partners Offshore Master Fund together beneficially own 6,629,575 common shares of FTAI Infrastructure, representing 5.8% of the 115,087,817 shares outstanding as of June 30, 2025. Ownership is reported across multiple related entities—LCG Holdings, Luxor Capital Group, Luxor Management and Christian Leone—each of which may be deemed to beneficially own the same 6,629,575 shares due to their roles as general partner, investment manager or managing member. The filing is a joint Schedule 13G disclosure and identifies shared voting and dispositive power for the reported shares.
FTAI Infrastructure Inc. notified the SEC that it cannot timely file its Quarterly Report (Form 10-Q) for the three months ended June 30, 2025 because it requires additional time to complete quarter-end financial reporting procedures and cannot do so without unreasonable effort or expense. The company is seeking relief under Rule 12b-25 and expects to file the Quarterly Report within the five-calendar-day extension provided by that rule.
The company states it does not anticipate material changes to the financial information previously furnished in its earnings release and related SEC submission, while noting that the unaudited results for the three- and six-month periods ended June 30, 2025 remain subject to change as internal procedures are completed. Contact provided: Kenneth J. Nicholson, Chief Executive Officer and President, (212) 798-6100. The Form 12b-25 was signed on the company's behalf by the CEO.
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