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FTAI Infrastructure Inc. 8-K Filings

FIP NASDAQ

Every 8-K that FTAI Infrastructure Inc. (FIP) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow FIP and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full FIP filings page.

Rhea-AI Summary

FTAI Infrastructure Inc. reported second-quarter 2026 total revenues of $186,768 (amounts in thousands of dollars), up from $122,286 a year earlier. Net loss attributable to common stockholders widened to $166,464, or $1.41 per share, compared with $83,898, or $0.73 per share. Results included $63,188 of asset impairment charges and $105,492 of interest expense, while Adjusted EBITDA was $76.1 million.

For the first six months of 2026, total revenues were $375,132 and net loss attributable to common stockholders was $320,989 (amounts in thousands). Stockholders' equity was a deficit of $329,776 as of June 30, 2026. The rail segment delivered record revenue and Adjusted EBITDA, and the company announced a tuck-in acquisition of Tidewater Logistics on June 29, 2026. An anticipated sale of Long Ridge is pending regulatory approval; at closing, management expects to eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay approximately $300 million of other debt. The board declared a quarterly dividend of $0.03 per share, payable September 8, 2026 to holders of record on August 24, 2026, and reported completion of Jefferson’s SSP bi-directional pipeline and continued progress on Repauno phase two toward expected early 2027 operations.

Rhea-AI Summary

FTAI Infrastructure Inc., through subsidiary Jefferson 2020 Bond Borrower LLC, entered into a new secured bridge loan credit agreement and used the proceeds to refinance existing project bonds. The bridge facility provides $230.0 million of debt maturing on June 30, 2027.

The loan bears interest at the Adjusted Term SOFR Rate plus 5.50%, with the margin stepping up by 0.50% every 90 days after July 1, 2026. Proceeds repaid in full the Taxable Series 2024B Bonds with $217,870,000 principal and funded reserves and transaction costs.

The agreement includes covenants restricting additional debt, distributions, investments and liens, and requires the borrower to maintain at least $20.0 million of liquidity. Excess cash flow and certain asset sales, equity issuances, and new debt must be used to prepay the bridge loan under specified conditions.

Rhea-AI Summary

FTAI Infrastructure Inc. held its 2026 Annual Meeting of Shareholders on May 29, 2026. Shareholders elected Class I director James L. Hamilton to serve until the 2029 Annual Meeting, with 38,456,441 votes for, 31,990,834 votes withheld and 31,827,451 broker non-votes.

Shareholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 101,692,640 votes for, 404,981 votes against and 177,105 abstentions.

Rhea-AI Summary

FTAI Infrastructure Inc. reported a sharp swing to a loss in the first quarter of 2026 while announcing a major asset sale and a small dividend. Total revenues rose to $188.4 million from $96.2 million a year earlier, but the company posted a net loss attributable to common stockholders of $154.5 million, or $(1.32) per share, compared with net income of $108.3 million in the prior-year period. The loss reflected heavy interest expense of $82.5 million and a $45.9 million loss on debt modification or extinguishment. Adjusted EBITDA, the company’s key non-GAAP measure, was $70.6 million, including $78.8 million from its four core segments.

On April 30, 2026, FTAI Infrastructure agreed to sell its Long Ridge business to MARA Holdings, Inc. for a $1.52 billion transaction value. At closing, the company expects to eliminate $1.16 billion of Long Ridge debt and use net proceeds to repay about $300 million of parent-level debt, which is intended to lower interest expense and increase free cash flow. Segment performance was strong in rail and Jefferson, while Repauno’s phase two expansion remained on track for early 2027 operations. The board declared a $0.03 per-share cash dividend on common stock for the quarter, payable June 12, 2026 to holders of record on May 18, 2026.

Rhea-AI Summary

FTAI Infrastructure Inc. is selling its Long Ridge Energy & Power business to a MARA Holdings subsidiary in a major deleveraging deal. Under a definitive equity purchase agreement, the buyer will acquire all Long Ridge interests for a base purchase price of $1.512 billion, with total transaction value described as approximately $1.52 billion before closing adjustments.

Long Ridge includes a 485‑megawatt combined cycle gas plant, gas production interests and about 1,600 acres along the Ohio River. FTAI Infrastructure plans to use net proceeds, after repaying asset‑level debt, to eliminate $1.16 billion of Long Ridge debt and repay roughly $300 million of corporate debt, aiming to reduce leverage and increase free cash flow.

The transaction is expected to close in the third quarter of 2026, subject to customary conditions such as regulatory approvals from the Federal Energy Regulatory Commission, antitrust clearance under the Hart‑Scott‑Rodino Act and Surface Transportation Board authorization for related rail agreements. Buyer financing includes a Debt Commitment Letter for up to $785 million of 364‑day bridge term loans, and a $75 million termination fee may be payable to the sellers if debt financing fails in specified circumstances.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

FTAI Infrastructure’s Jefferson Terminal subsidiaries plan a private offering of up to $255 million in notes to refinance existing bonds and support operations. Jefferson notes that FIP, its affiliates and minority investors have invested approximately $800 million in the business as of January 2026. Assuming full utilization of its terminals, Jefferson is targeting annual revenue of up to $186 million and Adjusted EBITDA of up to $109 million, based on throughput of about 545,000 barrels per day, specified storage and throughput fees, and annual operating and administrative expenses of about $77 million combined. The net proceeds are intended to refinance Facility Revenue Bonds, pay related interest and fees, fund reserve and interest accounts, and provide working capital. The company emphasizes these are forward-looking targets and that the Financing is subject to market and other conditions and may not be completed.

Rhea-AI Summary

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.

Rhea-AI Summary

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).

Rhea-AI Summary

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.

Rhea-AI Summary

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.