FTAI INFRASTRUCTURE INC SEC Filings

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.