FTAI Infrastructure names KPMG as new auditor

FTAI Infrastructure Inc. changed its independent auditor, appointing KPMG LLP as its registered public accounting firm for the fiscal year ending December 31, 2026.

Rhea-AI Filing Summary

FTAI Infrastructure Inc. changed its independent auditor, appointing KPMG LLP as its registered public accounting firm for the fiscal year ending December 31, 2026. The Board’s Audit Committee approved the engagement and its scope, and the full Board ratified the decision.

In connection with this move, the company dismissed Ernst & Young LLP, which had served as auditor since 2021. EY’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and the company reports no disagreements or reportable events with EY over that period.

Insights

Audit & governance analyst

FTAI Infrastructure rotates auditors, reporting no disputes with the prior firm.

FTAI Infrastructure appointed KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026 and dismissed Ernst & Young LLP, which had served since 2021. Auditor rotation can reflect evolving needs in scale, industry focus, or service mix.

The company states EY’s reports for 2025 and 2024 had no adverse or qualified opinions, and that there were no disagreements or reportable events under Item 304 of Regulation S-K. That language signals the change is not attributed to disclosed accounting disputes; the practical impact will be seen in future financial reporting under KPMG’s audits.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New audit year: Fiscal year ending December 31, 2026 Prior audit years covered: December 31, 2025 and 2024 EY engagement start: Since 2021 +1 more

4 metrics

New audit year Fiscal year ending December 31, 2026 Period for which KPMG is appointed as independent auditor

Prior audit years covered December 31, 2025 and 2024 Years for which EY issued unqualified audit reports

EY engagement start Since 2021 Year Ernst & Young began serving as auditor

EY confirmation letter date April 16, 2026 Date of EY letter filed as Exhibit 16.1

Key Terms

independent registered public accounting firm, Audit Committee, reportable event, Item 304(a)(1)(iv) of Regulation S-K, +1 more

5 terms

independent registered public accounting firm financial

"appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Audit Committee financial

"the Audit Committee of the Board of Directors of FTAI Infrastructure Inc."

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

reportable event regulatory

"no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K"

Item 304(a)(1)(iv) of Regulation S-K regulatory

"no matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K"

adverse opinion financial

"did not contain an adverse opinion or a disclaimer of opinion"

An adverse opinion is an auditor’s formal conclusion that a company’s financial statements contain serious errors or omissions and therefore cannot be relied upon as a true picture of the business. For investors it’s a major red flag—like a mechanic saying a car is unsafe—because it signals heightened risk of fraud, restatements, regulatory trouble or loss of access to capital, any of which can sharply affect share value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor did FTAI Infrastructure Inc. (FIP) appoint for 2026?

FTAI Infrastructure appointed KPMG LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The Audit Committee approved the engagement, including the scope and nature of services, and the Board of Directors ratified this decision.

Which audit firm did FTAI Infrastructure Inc. (FIP) dismiss and since when had it served?

FTAI Infrastructure dismissed Ernst & Young LLP, which had served as the company’s independent registered public accounting firm since 2021. The dismissal occurred in connection with KPMG’s appointment, based on approval by the Audit Committee of the Board of Directors.

Were there any disagreements between FTAI Infrastructure Inc. (FIP) and Ernst & Young?

The company states there were no disagreements with Ernst & Young on accounting principles, financial disclosures, or audit scope that would require disclosure under Item 304(a)(1)(iv) of Regulation S-K during 2024, 2025, or the interim period through April 15, 2026.

Did Ernst & Young issue any adverse or qualified opinions on FTAI Infrastructure Inc. (FIP) audits?

Ernst & Young’s audit reports on FTAI Infrastructure’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

What additional document did Ernst & Young provide regarding FTAI Infrastructure Inc. (FIP)?

Ernst & Young provided a letter dated April 16, 2026 addressed to the Securities and Exchange Commission, stating whether it agreed with the company’s description of the auditor change. This letter is included as Exhibit 16.1 in the related materials.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 07:59 AM EDT Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2026

FTAI INFRASTRUCTURE INC.

(Exact name of registrant as specified in its charter)

Delaware	001-41370	87-4407005
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

(Address of principal executive offices and zip code)

(212) 798-6100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FIP	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

Appointment of KPMG LLP

On and effective April 15, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of FTAI Infrastructure Inc. (the “Company”) appointed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and has also reviewed and approved the scope and nature of the services to be performed for the Company by KPMG. The engagement of KPMG was ratified by the Board.

During the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through April 15, 2026, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Dismissal of Ernst & Young LLP

On April 15, 2026, in connection with the appointment of KPMG, the Company, based on the approval of the Audit Committee, dismissed Ernst & Young LLP (“EY”), which served as the Company’s independent registered public accounting firm since 2021.

EY’s audit reports on the Company’s consolidated financial statements as of and for each of the fiscal years ended December 31, 2025 and 2024, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during each of the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through April 15, 2026: (i) there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided EY with a copy of the above disclosures and requested that EY furnish the Company a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated April 16, 2026, is filed as Exhibit 16.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
16.1		Letter from Ernst & Young LLP, dated April 16, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: April 17, 2026	FTAI INFRASTRUCTURE INC.
	/s/ Kenneth J. Nicholson
	Kenneth J. Nicholson
	Chief Executive Officer and President

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EXHIBIT 16.1 2.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB