FTAI Infrastructure dividend adds 572K potential shares

The quarterly compounding regular dividend equals 10% per annum for the immediately preceding quarter.

Rhea-AI Filing Summary

FTAI Infrastructure Inc. reported that LIF AIV 1, L.P. and Labor Impact Fund, L.P. received a quarterly dividend on 160,000 Series B Preferred Stock shares held directly by them on September 30, 2026, increasing their stated value. The dividend added 571,664 Common Stock shares to the preferred stock’s convertible amount. The conversion formula divides Liquidation Value by the $8.18 Conversion Price.

The preferred stock was convertible into 22,941,100 Common Stock shares in aggregate, while shares issued upon conversion may not exceed 22,237,370 unless the issuer obtains stockholder approval, subject to limited exceptions. No Rule 10b5-1 plan is reported. Michael Jay Sacks is listed as a director and ten percent owner; the reporting persons may be deemed directors by deputization because Matthew Rinklin, an employee of GCM Grosvenor L.P., serves on the issuer’s board.

Insider Trade Summary

Other: 0 shares

Other 1 txn

Insider LIF AIV 1, L.P., Labor Impact Fund, L.P., GCM Investments GP, LLC, Grosvenor Capital Management Holdings, LLLP, GCM Grosvenor Holdings, LLC, GCM Grosvenor Inc., GCM V, LLC, Sacks Michael Jay

Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner

Type	Security	Shares	Price	Value
Other	Series B Preferred Stock F1, F2, F3, F4, F5	0	$0.00	$0.00

Holdings After Transaction: Series B Preferred Stock — 160,000 contracts (Indirect, See footnote)

Footnotes (5)

1. F1. Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc. (the "Issuer") held by LIF AIV 1, L.P. ("LIF AIV") and Labor Impact Fund, L.P. ("Labor Impact Fund"). Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer equal to the quotient of the Liquidation Value (as defined in the Certificate of Designations governing the Series B Preferred Stock) in effect at the time of conversion divided by the Conversion Price (each as defined in the Certificate of Designations governing the Series B Preferred Stock).
2. F2. LIF AIV and Labor Impact Fund received a dividend on 160,000 shares of Series B Preferred Stock owned by LIF AIV and Labor Impact Fund on the dividend record date by way of an increase in the Stated Value of such Series B Preferred Stock. Such dividend represents a quarterly compounding regular dividend equal to 10% per annum with respect to the immediately preceding quarter in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock.
3. F3. Represents the additional number of shares of Common Stock into which the Series B Preferred Stock owned by LIF AIV and Labor Impact Fund is convertible as a result of the dividend. As of the date hereof, the Series B Preferred Stock owned in the aggregate by LIF AIV and Labor Impact Fund is convertible into a total of 22,941,100 shares of Common Stock; provided that the number of shares of Common Stock deliverable upon conversion of the Series B Preferred Stock shall not cause the aggregate number of shares of Common Stock issued upon the conversion of the Series B Preferred Stock to exceed 22,237,370 shares unless the Issuer obtains stockholder approval, subject to limited exceptions.
4. F4. The shares of Series B Preferred Stock reported herein are held directly by LIF AIV and Labor Impact Fund, and indirectly by: (i) GCM Investments GP, LLC ("GCM GP") as the general partner of each of LIF AIV and Labor Impact Fund; (ii) Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings") as the sole member of GCM GP; (iii) GCM Grosvenor Holdings, LLC ("GCM Holdings") as the general partner of Grosvenor Capital Holdings; (iv) GCM Grosvenor Inc. ("GCM Grosvenor") as the sole member of GCM Holdings; (v) GCM V, LLC ("GCM V") as a shareholder of GCM Grosvenor; and (vi) Michael J. Sacks, as the manager of GCM V (collectively, the "Reporting Persons").
5. F5. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock underlying the Series B Preferred Stock except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Key Figures

Series B Preferred Stock shares: 160,000 shares Additional convertible Common Stock shares: 571,664 shares Conversion Price: $8.18 +3 more

6 metrics

Series B Preferred Stock shares 160,000 shares Held by LIF AIV and Labor Impact Fund on the dividend record date.

Additional convertible Common Stock shares 571,664 shares Added to the convertible amount as a result of the dividend.

Conversion Price $8.18 Used in the preferred stock conversion formula.

Regular dividend rate 10% per annum Quarterly compounding dividend for the immediately preceding quarter.

Aggregate shares convertible 22,941,100 Common Stock shares Aggregate amount as of the date of the report.

Conversion issuance limit 22,237,370 Common Stock shares Limit absent stockholder approval, subject to limited exceptions.

Key Terms

Series B Convertible Junior Preferred Stock, Stated Value, Liquidation Value, Conversion Price, +1 more

5 terms

Series B Convertible Junior Preferred Stock financial

"Consists of Series B Convertible Junior Preferred Stock"

Stated Value financial

"increase in the Stated Value of such Series B Preferred Stock"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

Liquidation Value financial

"quotient of the Liquidation Value"

Liquidation value is the amount of cash that could be realized if a company’s assets were sold off quickly and its debts and sale costs were paid, usually yielding less than normal selling value. For investors it matters because it provides a practical “floor” or worst‑case estimate of what shareholders or creditors might recover in a bankruptcy or forced sale, helping gauge downside risk much like the cash you’d get from a hastily held garage sale versus a planned auction.

Conversion Price financial

"divided by the Conversion Price"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

quarterly compounding regular dividend financial

"quarterly compounding regular dividend equal to 10% per annum"

FAQ

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

What did FIP report about its Series B preferred stock?

LIF AIV 1, L.P. and Labor Impact Fund, L.P. received a dividend on 160,000 Series B Preferred Stock shares through an increase in stated value. The dividend added 571,664 shares to the preferred stock’s convertible Common Stock amount. No Rule 10b5-1 plan is reported.

How does FIP’s Series B Preferred Stock convert into common stock?

At the holder’s option, each preferred share is convertible at any time into Common Stock based on Liquidation Value divided by the Conversion Price. Aggregate shares issued upon conversion may not exceed 22,237,370 unless FTAI Infrastructure obtains stockholder approval, subject to limited exceptions; the preferred stock was convertible into 22,941,100 Common Stock shares in aggregate.

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

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Available on EDGAR 10/02/2026 - 04:51 PM Accepted by SEC EDGAR 10/02/2026 - 04:50 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIF AIV 1, L.P.

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
FTAI Infrastructure Inc. [ FIP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock(1)	$8.18	09/30/2026		J(2)		0(2)		02/26/2025	(1)	Common Stock	571,664(3)	$0(2)	160,000	I	See footnote(4)(5)

1. Name and Address of Reporting Person^*

LIF AIV 1, L.P.

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Labor Impact Fund, L.P.

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GCM Investments GP, LLC

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Grosvenor Capital Management Holdings, LLLP

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GCM Grosvenor Holdings, LLC

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GCM Grosvenor Inc.

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GCM V, LLC

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sacks Michael Jay

(Last) (First) (Middle)

900 NORTH MICHIGAN AVENUE

SUITE 1100

(Street)

CHICAGO ILLINOIS 60611

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc. (the "Issuer") held by LIF AIV 1, L.P. ("LIF AIV") and Labor Impact Fund, L.P. ("Labor Impact Fund"). Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer equal to the quotient of the Liquidation Value (as defined in the Certificate of Designations governing the Series B Preferred Stock) in effect at the time of conversion divided by the Conversion Price (each as defined in the Certificate of Designations governing the Series B Preferred Stock).

2. LIF AIV and Labor Impact Fund received a dividend on 160,000 shares of Series B Preferred Stock owned by LIF AIV and Labor Impact Fund on the dividend record date by way of an increase in the Stated Value of such Series B Preferred Stock. Such dividend represents a quarterly compounding regular dividend equal to 10% per annum with respect to the immediately preceding quarter in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock.

3. Represents the additional number of shares of Common Stock into which the Series B Preferred Stock owned by LIF AIV and Labor Impact Fund is convertible as a result of the dividend. As of the date hereof, the Series B Preferred Stock owned in the aggregate by LIF AIV and Labor Impact Fund is convertible into a total of 22,941,100 shares of Common Stock; provided that the number of shares of Common Stock deliverable upon conversion of the Series B Preferred Stock shall not cause the aggregate number of shares of Common Stock issued upon the conversion of the Series B Preferred Stock to exceed 22,237,370 shares unless the Issuer obtains stockholder approval, subject to limited exceptions.

4. The shares of Series B Preferred Stock reported herein are held directly by LIF AIV and Labor Impact Fund, and indirectly by: (i) GCM Investments GP, LLC ("GCM GP") as the general partner of each of LIF AIV and Labor Impact Fund; (ii) Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings") as the sole member of GCM GP; (iii) GCM Grosvenor Holdings, LLC ("GCM Holdings") as the general partner of Grosvenor Capital Holdings; (iv) GCM Grosvenor Inc. ("GCM Grosvenor") as the sole member of GCM Holdings; (v) GCM V, LLC ("GCM V") as a shareholder of GCM Grosvenor; and (vi) Michael J. Sacks, as the manager of GCM V (collectively, the "Reporting Persons").

5. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock underlying the Series B Preferred Stock except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

The Reporting Persons may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Matthew Rinklin, an employee of GCM Grosvenor L.P., an affiliate of the Reporting Persons, currently serves on the board of directors of the Issuer.

	LIF AIV 1, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	Labor Impact Fund, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	GCM Investments GP, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	Grosvenor Capital Management Holdings, LLLP, By: GCM Grosvenor Holdings, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	GCM Grosvenor Holdings, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	GCM Grosvenor Inc., By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	GCM V, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory	10/02/2026
	/s/ Michael J. Sacks	10/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)