FTAI INFRASTRUCTURE INC SEC Filings

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.

FTAI Infrastructure (FIP) disclosed an 8-K announcing that subsidiary Percy Acquisition LLC will acquire 100% of The Wheeling Corporation for a $1.05 billion base price, subject to customary adjustments. Wheeling’s shares will be placed in a voting trust until the U.S. Surface Transportation Board (STB) approves the transaction.

Financing is effectively back-stopped: (1) a $1.25 billion, 364-day bridge term loan commitment from Barclays and Deutsche Bank; (2) a $1 billion preferred-equity commitment from Ares Management; and (3) an internal equity commitment from FIP. Closing is not contingent on financing. A buyer-side R&W insurance policy mitigates certain seller warranty risks.

Conditions include STB trust approval, absence of injunctions, and accuracy of reps & warranties. Either party may terminate if closing has not occurred within 90 days or under specified breach/legal triggers. Seller can also exit if buyer cannot close after a 14-day marketing period. A press release (Ex. 99.1) accompanies the filing.