New $1.31B loan and 2025 results at FTAI Infrastructure (NASDAQ: FIP)
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
FTAI Infrastructure Inc. entered into a new secured term loan facility with an initial principal amount of $1,314.6 million, maturing on February 1, 2028 and bearing interest at 9.75% per year. The loan is secured by first-priority liens on substantially all assets of the company and certain subsidiaries and is guaranteed by those subsidiaries.
The company used the net proceeds from this term loan to fully repay all outstanding amounts under its prior credit agreement. For 2025, total revenues were $502.5 million compared with $331.5 million in 2024, and net loss attributable to common stockholders was $260.4 million versus $294.5 million in 2024. Adjusted EBITDA rose to $361.2 million from $127.6 million.
For the quarter ended December 31, 2025, the company reported a net loss attributable to stockholders, before Series B preferred stock dividend and loss on extinguishment of preferred stock, of $118.9 million and Adjusted EBITDA of $89.2 million. The board declared a cash dividend of $0.03 per common share for this quarter, payable on April 1, 2026 to shareholders of record on March 13, 2026.
Positive
- None.
Negative
- None.
Insights
Large new secured term loan refinances existing debt amid improving cash earnings.
FTAI Infrastructure has taken on a sizeable secured term loan of
Proceeds were used to fully repay a prior credit agreement, reshaping the debt stack but keeping leverage meaningful. For
The board declared a quarterly dividend of
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): February 26, 2026 (February 25, 2026 )
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 1.01 |
Entry into a Material Definitive Agreement.
|
On February 25, 2026 (the “Closing Date”), FTAI Infrastructure Inc. (the “Company”) entered into a credit agreement (the “Term Loan Credit Agreement”) among Alter Domus
(US) LLC, as administrative agent (the “Administrative Agent”), and certain funds, investment vehicles or accounts managed or advised by Kennedy Lewis Investment
Management LLC, Ares Management LLC and Caspian Capital LP. The Term Loan Credit Agreement provides for a secured term loan facility (the “Term Loan”) with an initial
aggregate principal amount of $1,314.6 million. The Term Loan will mature on February 1, 2028.
Interest under the Term Loan will accrue at a rate of 9.75% per annum.
The Term Loan may be prepaid, at the option of the Company, at any time without premium (other than the payment of a MOIC Amount (as defined in the Term Loan Credit
Agreement), if any, to be calculated in accordance with the Term Loan Credit Agreement). The Term Loan Credit Agreement requires that the Term Loan be repaid with the proceeds of certain asset sales, casualty condemnations and recovery events,
subject to customary reinvestment rights, and excess cash flow, issuances of certain debt securities and incurrences of debt and in the event of a change of control.
The Term Loan Credit Agreement contains customary representations and warranties, affirmative covenants, and negative covenants. The negative covenants limit the
Company and its subsidiaries’ ability to, among other things, (i) create liens on the Company’s or such subsidiaries’ assets, (ii) incur indebtedness, (iii) engage in fundamental changes, (iv) make restricted payments (including dividends and
investments), (v) engage in certain transactions with affiliates and (vi) enter into agreements restricting the ability of the Company’s subsidiaries to make distributions to the Company.
The Term Loan Credit Agreement also contains customary events of default. The occurrence of an event of default could result in the acceleration of all outstanding
amounts under the Term Loan.
On the Closing Date, the Company, certain of its subsidiaries (such subsidiaries, the “Guarantors”)
and the Administrative Agent entered into a security agreement, pursuant to which the Company and the Guarantors granted a first-priority security interest in substantially all of their respective assets, subject to customary exceptions and
exclusions.
On the Closing Date, the Guarantors entered into a guarantee agreement in favor of the Administrative Agent, pursuant to which the Guarantors guaranteed the Company’s
obligations and liabilities under the Term Loan Credit Agreement.
The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Term
Loan Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto.
| Item 1.02 |
Termination of a Material Definitive Agreement.
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On the Closing Date, the Company used the net proceeds from the Term Loans to repay in full all outstanding principal and interest (together with fees, expenses and
other amounts owed in connection therewith) under the Credit Agreement, dated as of August 25, 2025, among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto and BARCLAYS, as administrative
agent.
| Item 2.02 |
Results of Operations and Financial Condition.
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On February 26, 2026, the Company issued a press release announcing the Company’s results for its fiscal quarter and year ended December 31, 2025. A copy of the
Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for
purposes of this Item 2.02 disclosure.
This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference
into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1*
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Credit Agreement, dated as of February 25, 2026, among FTAI Infrastructure Inc., the guarantors from time to time party thereto, the Lenders from time to time party thereto, certain other
financial institutions from time to time party thereto and Alter Domus (US) LLC, as administrative agent.
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| 99.1 |
Press release, dated February 26, 2026, issued by FTAI Infrastructure Inc. |
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
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*The registrant has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURE
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.
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Dated: February 26, 2026
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FTAI INFRASTRUCTURE INC.
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/s/ Kenneth J. Nicholson
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Kenneth J. Nicholson
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Chief Executive Officer and President
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Exhibit 99.1
PRESS RELEASE
FTAI Infrastructure Inc. Reports Fourth Quarter and Full Year 2025
Results, Declares Dividend of $0.03 per Share of Common Stock
NEW YORK, February 26, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the
“Company” or “FTAI Infrastructure”) today reported financial results for the fourth quarter and full year 2025. The Company’s consolidated comparative financial statements
and key performance measures are attached as an exhibit to this press release.
Business Highlights
| • |
Reported $232.3 million(1) of Adjusted EBITDA for fiscal 2025, up 82% from fiscal 2024.
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| • |
Fourth quarter Adjusted EBITDA of $80.2 million(2) represented a run rate at year-end of $320.8 million annually.
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| • |
Closed new $1.315 billion term loan to refinance 2025 bridge facility issued in connection with the acquisition of the Wheeling & Lake Erie Railroad.
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| • |
Railroad segment reported $41.3 million of fourth quarter Adjusted EBITDA with integration of the Wheeling now underway and multiple new M&A opportunities being pursued.
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| (1) |
Excludes $9.0 million gain realized in Q4 related to CPE investment and $120.0 million gain related to the consolidation of Long Ridge following the acquisition of the remaining 49.9% minority
stake.
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| (2) |
Excludes $9.0 million gain realized in Q4 related to CPE investment.
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Financial Overview
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(in thousands, except per share data)
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||||||||
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Selected Financial Results
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Three Months Ended
December 31, 2025
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Year Ended
December 31, 2025
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||||||
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Net Loss Attributable to Stockholders, Before Series B Preferred Stock Dividend and Loss on Extinguishment of Preferred Stock
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$
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(118,959
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)
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$
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(207,403
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)
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||
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Basic Loss per Share of Common Stock
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$
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(1.06
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)
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$
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(2.24
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)
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||
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Diluted Loss per Share of Common Stock
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$
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(1.08
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)
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$
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(2.26
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)
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||
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Adjusted EBITDA (1)
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$
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89,158
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$
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361,224
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Adjusted EBITDA - Four Core Segments (1)(2)
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$
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89,107
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$
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382,815
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||||
| (1) |
For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.
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| (2) |
Excludes Sustainability and Energy Transition and Corporate and Other segments.
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Fourth Quarter 2025 Dividends
On February 26, 2026, the Company’s Board of Directors (the “Board”) declared a cash
dividend on its 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.
Additional Information
For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the
Company’s website, www.fipinc.com, and the Company’s Annual Report on Form 10-K, when available on the Company’s website. Nothing on the Company’s website is included
or incorporated by reference herein.
1
Conference Call
In addition, management will host a conference call on Friday, February 27, 2026 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the
following link https://register-conf.media-server.com/register/BI2c5be2238dae44279ac782022ea89a85. Once registered, participants will receive a dial-in and unique pin to access the call.
A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.fipinc.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.
A replay of the conference call will be available after 11:30 A.M. on Friday, February 27, 2026 through 11:30 A.M. on Friday, March 6, 2026 on https://ir.fipinc.com/news-events/events.
The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a
part of, this press release.
About FTAI Infrastructure Inc.
FTAI Infrastructure primarily invests in critical infrastructure with high barriers to entry across the rail, ports and terminals, and power and gas sectors that, on a
combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global
investment firm.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which
are beyond the Company’s control. The Company can give no assurance that its expectations will be attained and such differences may be material. Accordingly, you should not place undue reliance on any forward-looking statements contained in this
press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are available on the Company’s website (www.fipinc.com). In addition, new risks and uncertainties emerge from time to time, and it is not
possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press
release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or change in events,
conditions or circumstances on which any statement is based. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
For further information, please contact:
Alan Andreini
Investor Relations
FTAI Infrastructure Inc.
(646) 734-9414
aandreini@ftaiaviation.com
2
Exhibit - Financial Statements
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except share and per share data)
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Three Months Ended
December 31,
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Year Ended December 31,
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|||||||||||||||
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2025
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2024
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2025
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2024
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|||||||||||||
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Revenues
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||||||||||||||||
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Total revenues
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$
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143,517
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$
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80,764
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$
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502,520
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$
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331,497
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||||||||
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Expenses
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||||||||||||||||
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Operating expenses
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83,122
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59,108
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299,587
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247,674
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||||||||||||
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General and administrative
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4,045
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4,108
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16,222
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14,798
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||||||||||||
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Acquisition and transaction expenses
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11,698
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1,084
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27,138
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5,457
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||||||||||||
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Management fees and incentive allocation to affiliate
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4,710
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2,734
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14,714
|
11,318
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||||||||||||
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Depreciation and amortization
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38,666
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19,234
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132,489
|
79,410
|
||||||||||||
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Asset impairment
|
—
|
72,336
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4,401
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72,336
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||||||||||||
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Total expenses
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142,241
|
158,604
|
494,551
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430,993
|
||||||||||||
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Other income (expense)
|
||||||||||||||||
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Equity in earnings (losses) of unconsolidated entities
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6,056
|
(16,498
|
)
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12,303
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(55,496
|
)
|
||||||||||
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Gain (loss) on sale of assets, net
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8,986
|
(225
|
)
|
128,842
|
2,370
|
|||||||||||
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Loss on modification or extinguishment of debt
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(42
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)
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(502
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)
|
(59,323
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)
|
(8,925
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)
|
||||||||
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Interest expense
|
(90,286
|
)
|
(33,312
|
)
|
(265,914
|
)
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(122,108
|
)
|
||||||||
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Other income
|
8,452
|
5,039
|
20,751
|
20,904
|
||||||||||||
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Total other expense
|
(66,834
|
)
|
(45,498
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)
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(163,341
|
)
|
(163,255
|
)
|
||||||||
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Loss before income taxes
|
(65,558
|
)
|
(123,338
|
)
|
(155,372
|
)
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(262,751
|
)
|
||||||||
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Provision for (benefit from) income taxes
|
32,163
|
1,333
|
(3,318
|
)
|
3,313
|
|||||||||||
|
Net loss
|
(97,721
|
)
|
(124,671
|
)
|
(152,054
|
)
|
(266,064
|
)
|
||||||||
|
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries
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(10,882
|
)
|
(10,366
|
)
|
(44,880
|
)
|
(42,419
|
)
|
||||||||
|
Less: Preferred dividends and accretion on redeemable non-controlling interests
|
32,120
|
—
|
44,607
|
—
|
||||||||||||
|
Less: Dividends and accretion of redeemable preferred stock
|
—
|
19,251
|
55,622
|
70,814
|
||||||||||||
|
Net loss attributable to stockholders, before series B preferred stock dividend and loss on
extinguishment of preferred stock
|
$
|
(118,959
|
)
|
$
|
(133,556
|
)
|
$
|
(207,403
|
)
|
$
|
(294,459
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)
|
||||
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Net loss attributable to common stockholders
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$
|
(125,482
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)
|
$
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(133,556
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)
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$
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(260,406
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)
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$
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(294,459
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)
|
||||
|
Loss per share:
|
||||||||||||||||
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Basic
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$
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(1.06
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)
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$
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(1.29
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)
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$
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(2.24
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)
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$
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(2.72
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)
|
||||
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Diluted
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$
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(1.08
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)
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$
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(1.29
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)
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$
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(2.26
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)
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$
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(2.72
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)
|
||||
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Weighted average shares outstanding:
|
||||||||||||||||
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Basic
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116,294,461
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103,426,793
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115,214,910
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108,217,871
|
||||||||||||
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Diluted
|
116,294,461
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103,426,793
|
115,214,910
|
108,217,871
|
||||||||||||
3
FTAI INFRASTRUCTURE INC.
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share and per share data)
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December 31,
|
||||||||
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2025
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2024
|
|||||||
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Assets
|
||||||||
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Current assets:
|
||||||||
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Cash and cash equivalents
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$
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57,351
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$
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27,785
|
||||
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Restricted cash and cash equivalents
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268,595
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119,511
|
||||||
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Accounts receivable, net
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95,388
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52,994
|
||||||
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Other current assets
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62,677
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19,561
|
||||||
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Total current assets
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484,011
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219,851
|
||||||
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Leasing equipment, net
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36,570
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37,453
|
||||||
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Operating lease right-of-use assets, net
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133,493
|
67,937
|
||||||
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Property, plant, and equipment, net
|
4,581,771
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1,653,468
|
||||||
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Investments
|
22,243
|
12,529
|
||||||
|
Intangible assets, net
|
43,173
|
46,229
|
||||||
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Goodwill
|
365,703
|
275,367
|
||||||
|
Other assets
|
81,697
|
61,554
|
||||||
|
Total assets
|
$
|
5,748,661
|
$
|
2,374,388
|
||||
|
Liabilities
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable and accrued liabilities
|
$
|
280,707
|
$
|
176,425
|
||||
|
Debt, net
|
1,611,006
|
48,594
|
||||||
|
Operating lease liabilities
|
9,108
|
7,172
|
||||||
|
Derivative liabilities
|
34,381
|
—
|
||||||
|
Other current liabilities
|
20,363
|
18,603
|
||||||
|
Total current liabilities
|
1,955,565
|
250,794
|
||||||
|
Debt, net
|
2,163,167
|
1,539,241
|
||||||
|
Operating lease liabilities
|
71,000
|
60,893
|
||||||
|
Derivative liabilities
|
189,116
|
—
|
||||||
|
Warrant liabilities
|
81,599
|
—
|
||||||
|
Deferred income tax liabilities
|
300,231
|
9,639
|
||||||
|
Other liabilities
|
44,000
|
57,465
|
||||||
|
Total liabilities
|
4,804,678
|
1,918,032
|
||||||
|
Commitments and contingencies
|
||||||||
|
Redeemable preferred stock Series A ($0.01 par value per share; 200,000,000 total preferred shares authorized;
300,000 Series A shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; redemption amount of $— million and $431.8 million as of December 31, 2025 and December 31, 2024, respectively)
|
—
|
381,218
|
||||||
|
Redeemable convertible preferred stock Series B ($0.01 par value per share; 200,000,000 total preferred shares authorized; 160,000 and —
Series B shares issued and outstanding as of December 31, 2025 and December 31, 2024; redemption amount of $192.0 million and $— million as of December 31, 2025 and December 31, 2024)
|
152,642
|
—
|
||||||
|
Redeemable preferred stock Series A RailCo - Non-controlling interest (zero par value per share; 1,000,000 total preferred shares
authorized; 1,000,000 and — Series A - RailCo shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively; redemption amount of $1.4 billion and $— million at December 31, 2025 and December 31, 2024,
respectively)
|
937,578
|
—
|
||||||
|
Equity
|
||||||||
|
Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 116,294,461 and 113,934,860 shares issued
and outstanding at December 31, 2025 and December 31, 2024, respectively)
|
1,163
|
1,139
|
||||||
|
Additional paid in capital
|
623,771
|
764,381
|
||||||
|
Accumulated deficit
|
(512,992
|
)
|
(405,818
|
)
|
||||
|
Accumulated other comprehensive loss
|
(90,618
|
)
|
(157,051
|
)
|
||||
|
Stockholders' equity
|
21,324
|
202,651
|
||||||
|
Non-controlling interests in equity of consolidated subsidiaries
|
(167,561
|
)
|
(127,513
|
)
|
||||
|
Total equity
|
(146,237
|
)
|
75,138
|
|||||
|
Total liabilities, redeemable preferred stock and equity
|
$
|
5,748,661
|
$
|
2,374,388
|
||||
4
FTAI INFRASTRUCTURE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands, unless otherwise noted)
|
Year Ended December 31,
|
||||||||
|
2025
|
2024
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(152,054
|
)
|
$
|
(266,064
|
)
|
||
|
Equity in (earnings) losses of unconsolidated entities
|
(12,303
|
)
|
55,496
|
|||||
|
Gain on sale of subsidiaries
|
(128,921
|
)
|
—
|
|||||
|
Loss (gain) on sale of assets, net
|
79
|
(2,370
|
)
|
|||||
|
Loss on modification or extinguishment of debt
|
59,323
|
8,925
|
||||||
|
Gain on sale of easement
|
—
|
(3,486
|
)
|
|||||
|
Equity-based compensation
|
11,076
|
8,636
|
||||||
|
Depreciation and amortization
|
132,489
|
79,410
|
||||||
|
Asset impairment
|
4,401
|
72,336
|
||||||
|
Change in deferred income taxes
|
(5,764
|
)
|
1,920
|
|||||
|
Change in fair value of non-hedge derivatives
|
603
|
—
|
||||||
|
Change in fair value of warrants
|
(4,234
|
)
|
—
|
|||||
|
Amortization of deferred financing costs
|
10,988
|
6,248
|
||||||
|
Amortization of bond discount
|
23,336
|
8,682
|
||||||
|
Amortization of other comprehensive income
|
(20,092
|
)
|
—
|
|||||
|
Paid-in-kind interest expense
|
5,829
|
—
|
||||||
|
Provision for (recovery) credit losses
|
(888
|
)
|
863
|
|||||
|
Change in:
|
||||||||
|
Accounts receivable
|
(9,920
|
)
|
2,133
|
|||||
|
Other assets
|
(13,282
|
)
|
(1,976
|
)
|
||||
|
Accounts payable and accrued liabilities
|
51,745
|
20,970
|
||||||
|
Derivative liabilities
|
(67,006
|
)
|
—
|
|||||
|
Other liabilities
|
(3,416
|
)
|
(7,001
|
)
|
||||
|
Net cash used in operating activities
|
(118,011
|
)
|
(15,278
|
)
|
||||
|
Cash flows from investing activities:
|
||||||||
|
Investment in unconsolidated entities
|
(18,548
|
)
|
(3,826
|
)
|
||||
|
Acquisition of business, net of cash acquired
|
(856,644
|
)
|
—
|
|||||
|
Acquisition of leasing equipment
|
(724
|
)
|
(3,288
|
)
|
||||
|
Acquisition of property, plant and equipment
|
(280,526
|
)
|
(79,536
|
)
|
||||
|
Investment in investor loan
|
11,001
|
—
|
||||||
|
Investment in promissory notes
|
—
|
(31,438
|
)
|
|||||
|
Investment in equity instruments
|
—
|
(5,000
|
)
|
|||||
|
Proceeds from insurance recoveries
|
—
|
267
|
||||||
|
Proceeds from sale of property, plant and equipment
|
2,775
|
1,198
|
||||||
|
Proceeds from sale of easement
|
—
|
3,486
|
||||||
|
Net cash used in investing activities
|
(1,142,666
|
)
|
(118,137
|
)
|
||||
|
Cash flows from financing activities:
|
||||||||
|
Proceeds from debt, net
|
1,794,074
|
498,426
|
||||||
|
Repayment of debt
|
(780,364
|
)
|
(247,594
|
)
|
||||
|
Payment of financing costs
|
(62,051
|
)
|
(11,438
|
)
|
||||
|
Proceeds from issuance of common shares
|
2,694
|
—
|
||||||
|
Proceeds from issuance of redeemable preferred stock
|
1,000,000
|
—
|
||||||
|
Redeemable preferred stock issuance costs
|
(21,197
|
)
|
—
|
|||||
|
Repayment of preferred stock
|
(447,121
|
)
|
—
|
|||||
|
Distributions to non-controlling interests
|
(1,311
|
)
|
(15,039
|
)
|
||||
|
Settlement of equity-based compensation
|
(6,050
|
)
|
(3,335
|
)
|
||||
|
Cash dividends - common stock
|
(13,831
|
)
|
(13,124
|
)
|
||||
|
Cash dividends - redeemable preferred stock
|
(25,516
|
)
|
(14,664
|
)
|
||||
|
Net cash provided by financing activities
|
1,439,327
|
193,232
|
||||||
|
Net increase in cash and cash equivalents and restricted cash and cash equivalents
|
178,650
|
59,817
|
||||||
|
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period
|
147,296
|
87,479
|
||||||
|
Cash and cash equivalents and restricted cash and cash equivalents, end of period
|
$
|
325,946
|
$
|
147,296
|
||||
5
Key Performance Measures
The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.
Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. 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 other pension expense benefits (“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 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 for the three and twelve months ended December 31, 2025 and 2024:
|
Three Months Ended
December 31,
|
Year Ended December 31,
|
|||||||||||||||
|
(in thousands)
|
2025
|
2024
|
2025
|
2024
|
||||||||||||
|
Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred
stock
|
$
|
(118,959
|
)
|
$
|
(133,556
|
)
|
$
|
(207,403
|
)
|
$
|
(294,459
|
)
|
||||
|
Add: Provision for (benefit from) income taxes
|
32,163
|
1,333
|
(3,318
|
)
|
3,313
|
|||||||||||
|
Add: Equity-based compensation expense
|
7,391
|
1,868
|
11,076
|
8,636
|
||||||||||||
|
Add: Acquisition and transaction expenses
|
11,698
|
1,084
|
27,138
|
5,457
|
||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
42
|
502
|
59,323
|
8,925
|
||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
(4,274
|
)
|
—
|
(4,063
|
)
|
—
|
||||||||||
|
Add: Asset impairment charges
|
—
|
70,401
|
4,401
|
70,401
|
||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
||||||||||||
|
Add: Depreciation & amortization expense(1)
|
33,777
|
20,467
|
117,328
|
83,885
|
||||||||||||
|
Add: Interest expense
|
90,286
|
33,312
|
265,914
|
122,108
|
||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
18,152
|
5,182
|
30,875
|
20,272
|
||||||||||||
|
Add: Dividends and accretion of redeemable preferred stock
|
32,120
|
19,251
|
100,229
|
70,814
|
||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
(93
|
)
|
(280
|
)
|
(887
|
)
|
(66
|
)
|
||||||||
|
Add: Other non-recurring items(3)
|
—
|
—
|
2,295
|
—
|
||||||||||||
|
Less: Equity in (earnings) losses of unconsolidated entities
|
(6,056
|
)
|
16,498
|
(12,303
|
)
|
55,496
|
||||||||||
|
Less: Non-controlling share of Adjusted EBITDA(4)
|
(7,089
|
)
|
(6,889
|
)
|
(29,381
|
)
|
(27,194
|
)
|
||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
89,158
|
$
|
29,173
|
$
|
361,224
|
$
|
127,588
|
||||||||
| (1) |
Includes the following items for the years ended December
31, 2025 and 2024: (i) depreciation and amortization expense of $132,489 and $79,410, (ii) capitalized contract costs amortization of $4,931 and $4,475 and (iii) amortization of other comprehensive income of $(20,092) and $—, respectively.
|
Includes the following items for the three months ended December 31, 2025 and 2024:
(i) depreciation and amortization expense of $38,666 and $19,234, (ii) capitalized contract costs
amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(6,122) and $—, respectively.
| (2) |
Includes the following items for the years ended December
31, 2025 and 2024: (i) net income (loss) of $21,206 and $(55,656), (ii) interest expense of $8,574
and $43,549, (iii) depreciation and amortization expense of $9,029 and $28,115, (iv) acquisition and transaction expenses of $201 and $209, (v) changes in fair value of non-hedge derivative instruments of $(12,822) and $(1,488), (vi) asset impairment of $— and $274,
(vii) equity-based compensation of $— and $2, (viii) loss on modification or
extinguishment of debt of $— and $4,724, (ix) equity method basis adjustments of $10 and $65, (x) provision for income taxes of $4,676 and $— and (xi) other non-recurring items of $1 and
$478, respectively.
|
Includes the following items for the three months ended December 31, 2025 and 2024:
(i) net income (loss) of $9,628 and $(16,524), (ii) interest expense of $926 and $10,648, (iii) depreciation and amortization expense of $4,293 and $8,024, (iv) acquisition and transaction expenses of $— and $112, (v) changes in fair value of non-hedge derivative instruments of $— and $2,906, (vi) equity method basis adjustments of $— and $16 and (vii) provision for income taxes of $3,305 and $—,
respectively.
| (3) |
Includes the following items for the year ended December
31, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel
of $385, (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees
of $955.
|
| (4) |
Includes the following items for the years ended December
31, 2025 and 2024: (i) equity-based compensation of $449 and $1,127, (ii) benefit from income taxes of $(219) and $(510), (iii) interest expense of $15,569 and $11,555, (iv) depreciation and amortization expense of $12,543 and $12,930, (v) changes in fair value of non-hedge derivative instruments of $(25) and $—, (vi) acquisition and transaction expenses of $278 and $7, (vii) interest and other costs on pension and OPEB liabilities of $(5) and $(1), (viii) asset impairment of $24 and $—, (ix) equity in earnings of
unconsolidated entities of $96 and $—, (x) dividends and accretion of redeemable preferred
stock of $243 and $—, (xi) loss on modification or extinguishment of debt of $367 and $2,086 and (xii) other recurring items of $61 and $—, respectively.
|
Includes the following items for the three months ended December 31, 2025 and 2024:
(i) equity-based compensation of $105 and $188, (ii) benefit from income taxes of $(421) and $(136), (iii) interest expense of $3,801 and $3,649, (iv) depreciation and amortization expense of $3,324
and $3,075, (v) changes in fair value of non-hedge derivative instruments of $(22) and $—, (vi) acquisition and transaction expenses of $60 and $4, (vii) interest and other costs on pension and OPEB liabilities of $— and $(2), (viii) asset impairment charges of $(1) and $—, (ix) equity in earnings of
unconsolidated entities of $65 and $—, (x) dividends and accretion of redeemable preferred stock
of $171 and $— and (xi) loss on modification or extinguishment of debt of $7 and $111, respectively.
6
The following tables 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 for our four core segments for the three months and year ended December 31, 2025:
|
Three Months Ended December 31, 2025
|
||||||||||||||||||||
|
(in thousands)
|
Railroad
|
Jefferson
Terminal
|
Repauno
|
Power and
Gas
|
Four Core
Segments
|
|||||||||||||||
|
Net loss attributable to stockholders, before series B preferred stock and loss on extinguishment
of preferred stock
|
$
|
(8,191
|
)
|
$
|
(6,971
|
)
|
$
|
(8,195
|
)
|
$
|
(45,699
|
)
|
$
|
(69,056
|
)
|
|||||
|
Add: Provision for (benefit from) income taxes
|
317
|
(2,593
|
)
|
658
|
34,933
|
33,315
|
||||||||||||||
|
Add: Equity-based compensation expense
|
1,230
|
328
|
70
|
5,636
|
7,264
|
|||||||||||||||
|
Add: Acquisition and transaction expenses
|
1,190
|
—
|
959
|
3,966
|
6,115
|
|||||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
12
|
—
|
30
|
42
|
|||||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
(3,764
|
)
|
—
|
—
|
(510
|
)
|
(4,274
|
)
|
||||||||||||
|
Add: Asset impairment charges
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Depreciation & amortization expense(1)
|
6,057
|
13,542
|
2,494
|
11,438
|
33,531
|
|||||||||||||||
|
Add: Interest expense
|
552
|
15,442
|
2,413
|
26,730
|
45,137
|
|||||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
18,305
|
—
|
—
|
—
|
18,305
|
|||||||||||||||
|
Add: Dividends and accretion of redeemable preferred stock
|
32,120
|
—
|
—
|
—
|
32,120
|
|||||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
(93
|
)
|
—
|
—
|
—
|
(93
|
)
|
|||||||||||||
|
Add: Other non-recurring items
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Less: Equity in earnings of unconsolidated entities
|
(6,210
|
)
|
—
|
—
|
—
|
(6,210
|
)
|
|||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA(3)
|
(261
|
)
|
(6,191
|
)
|
(300
|
)
|
(337
|
)
|
(7,089
|
)
|
||||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
41,252
|
$
|
13,569
|
$
|
(1,901
|
)
|
$
|
36,187
|
$
|
89,107
|
|||||||||
7
|
Year Ended December 31, 2025
|
||||||||||||||||||||
|
(in thousands)
|
Railroad
|
Jefferson
Terminal
|
Repauno
|
Power and
Gas
|
Four Core
Segments
|
|||||||||||||||
|
Net income (loss) attributable to stockholders, before series B preferred stock and loss on
extinguishment of preferred stock
|
$
|
15,817
|
$
|
(46,043
|
)
|
$
|
(30,765
|
)
|
$
|
109,824
|
$
|
48,833
|
||||||||
|
Add: Provision for (benefit from) income taxes
|
5,937
|
(1,873
|
)
|
714
|
(7,524
|
)
|
(2,746
|
)
|
||||||||||||
|
Add: Equity-based compensation expense
|
2,300
|
1,495
|
1,240
|
5,636
|
10,671
|
|||||||||||||||
|
Add: Acquisition and transaction expenses
|
3,607
|
68
|
4,253
|
6,594
|
14,522
|
|||||||||||||||
|
Add: Losses on the modification or extinguishment of debt and capital lease obligations
|
—
|
748
|
3,324
|
77
|
4,149
|
|||||||||||||||
|
Add: Changes in fair value of non-hedge derivative instruments
|
(4,234
|
)
|
—
|
—
|
171
|
(4,063
|
)
|
|||||||||||||
|
Add: Asset impairment charges
|
4,401
|
—
|
—
|
—
|
4,401
|
|||||||||||||||
|
Add: Incentive allocations
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||
|
Add: Depreciation & amortization expense(1)
|
21,273
|
51,128
|
9,973
|
34,144
|
116,518
|
|||||||||||||||
|
Add: Interest expense
|
883
|
65,130
|
6,943
|
88,490
|
161,446
|
|||||||||||||||
|
Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities(2)
|
26,713
|
—
|
—
|
6,503
|
33,216
|
|||||||||||||||
|
Add: Dividends and accretion of redeemable preferred stock
|
44,607
|
—
|
—
|
—
|
44,607
|
|||||||||||||||
|
Add: Interest and other costs on pension and OPEB liabilities
|
(887
|
)
|
—
|
—
|
—
|
(887
|
)
|
|||||||||||||
|
Add: Other non-recurring items (3)
|
305
|
—
|
1,035
|
—
|
1,340
|
|||||||||||||||
|
Less: Equity in earnings of unconsolidated entities
|
(9,223
|
)
|
—
|
—
|
(10,588
|
)
|
(19,811
|
)
|
||||||||||||
|
Less: Non-controlling share of Adjusted EBITDA(4)
|
(524
|
)
|
(27,028
|
)
|
(1,492
|
)
|
(337
|
)
|
(29,381
|
)
|
||||||||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
110,975
|
$
|
43,625
|
$
|
(4,775
|
)
|
$
|
232,990
|
$
|
382,815
|
|||||||||
| (1) |
Jefferson Terminal
|
Includes the following items for the three months and year ended December 31,
2025: (i) depreciation and amortization expense of $12,309 and $46,197 and (ii)
capitalized contract costs amortization of $1,233 and $4,931, respectively.
Power and Gas
Includes the following items for the three months and year ended December 31,
2025: (i) depreciation and amortization expense of $17,560 and $54,236 and (ii)
amortization of other comprehensive income of $(6,122) and $(20,092), respectively.
| (2) |
Railroad
|
Includes the following items for the three months and year ended December 31,
2025: (i) net income of $9,781 and $14,966, (ii) depreciation expense of $4,293 and $6,145, (iii) interest expense of $926 and $926 and (iv) provision for income taxes of $3,305 and $4,676.
Power and Gas
Includes the following items for the three months and year ended December 31,
2025: (i) net income of $— and $10,576, (ii) interest expense of $— and $6,352, (iii) depreciation and amortization expense of $— and $2,185, (iv) acquisition and transaction expenses of $—
and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10 and (vii) other non-recurring items of $— and $1, respectively.
| (3) |
Railroad
|
Includes the following items for the year ended December 31, 2025:
Railroad severance expense of $305.
8
Repauno
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.
| (4) |
Railroad
|
Includes the following items for the three months and year ended December 31,
2025: (i) equity-based compensation of $7 and $13, (ii) (benefit from) provision for
income taxes of $1 and $33, (iii) interest expense of $3 and $5, (iv) depreciation and amortization expense of $29
and $116, (v) acquisition and transaction expenses of $6 and $20, (vi) interest and other costs on pension and OPEB liabilities of $— and $(5), (vii) changes in fair value of non-hedge derivative instruments of $(20) and $(23), (viii) asset impairment charges of $(1) and $24, (ix) equity in earnings of
unconsolidated entities of $65 and $96, (x) dividends and accretion of redeemable preferred stock
of $171 and $243 and (xi) other non-recurring items of $— and $2, respectively.
Jefferson Terminal
Includes the following items for the three months and year ended December 31,
2025: (i) equity-based compensation of $75 and $346, (ii) (benefit from) provision for
income taxes of $(601) and $(434), (iii) interest expense of $3,577 and $15,085, (iv) depreciation and amortization expense of $3,137
and $11,842, (v) acquisition and transaction expenses of $— and $16 and (vi) loss on modification or extinguishment of debt of $3 and $173, respectively.
Repauno
Includes the following items for the three months and year ended ended December
31, 2025: (i) equity-based compensation of $— and $67, (ii) provision for income taxes of
$36 and $39, (iii) interest expense of $115 and $373, (iv) depreciation and amortization expense of $111 and $538, (v) acquisition and transaction expense of $38 and $226, (vi) loss on modification or extinguishment of debt of $— and $190
and (vii) other non-recurring items of $— and $59, respectively.
Power and Gas
Includes the following items for the three months and year ended ended December
31, 2025: (i) equity-based compensation of $23 and $23, (ii) interest expense of $106 and $106, (iii) depreciation and amortization expense of $47 and $47, (iv) changes in fair value of non-hedge derivative instruments of $(2) and $(2), (v) provision for income taxes of $143 and $143, (vi) acquisition and transaction expense of $16 and $16 and (vii) loss on modification or extinguishment of debt of $4 and $4,
respectively.
9
FAQ
What new debt facility did FTAI Infrastructure Inc. (FIP) enter into?
FTAI Infrastructure entered into a secured term loan facility with an initial principal amount of $1,314.6 million, maturing on February 1, 2028. The loan carries a 9.75% annual interest rate and is secured by first-priority liens on substantially all assets of the company and certain subsidiaries.
How did FTAI Infrastructure use the proceeds from its new $1.3146 billion term loan?
The company used the net proceeds from the new term loans to repay in full all outstanding principal, interest, fees, expenses and other amounts under its prior credit agreement dated August 25, 2025 with Barclays as administrative agent. This effectively refinanced its previous debt arrangement with a new secured structure.
What were FTAI Infrastructure’s 2025 revenues and net loss attributable to common stockholders?
For 2025, FTAI Infrastructure reported total revenues of $502.520 million compared with $331.497 million in 2024. Net loss attributable to common stockholders was $260.406 million, versus $294.459 million in 2024, reflecting continued losses despite higher revenue and stronger Adjusted EBITDA performance.
How did FTAI Infrastructure’s Adjusted EBITDA change in 2025 compared to 2024?
Adjusted EBITDA rose significantly to $361.224 million in 2025 from $127.588 million in 2024. This non‑GAAP metric adds back items such as interest, taxes, depreciation, acquisition expenses and preferred stock accretion, and includes pro‑rata contributions from unconsolidated entities while excluding their reported earnings or losses.
What dividend did FTAI Infrastructure declare for the quarter ended December 31, 2025?
The board declared a cash dividend of $0.03 per share of common stock for the quarter ended December 31, 2025. It is payable on April 1, 2026 to shareholders of record on March 13, 2026, continuing a common dividend despite the company’s net losses for the year.
What were FTAI Infrastructure’s key fourth quarter 2025 results?
For the three months ended December 31, 2025, net loss attributable to stockholders, before Series B preferred stock dividend and loss on extinguishment of preferred stock, was $118.959 million. Adjusted EBITDA for the quarter was $89.158 million, and basic loss per common share was $1.06, with diluted loss per share at $1.08.
How did FTAI Infrastructure’s balance sheet change by December 31, 2025?
Total assets increased to $5,748.661 million at December 31, 2025 from $2,374.388 million a year earlier. Total liabilities rose to $4,804.678 million, and total equity shifted to a deficit of $146.237 million, reflecting higher debt, redeemable preferred instruments and accumulated deficit on the capital structure.
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FTAI INFRASTRUCTURE INC