FTAI Infrastructure CEO Acquires 1.09M Shares via Option Exercise

Rhea-AI Filing Summary

FTAI Infrastructure Inc. director and CEO Kenneth J. Nicholson reported on Form 4 that on 08/20/2025 he acquired 1,086,957 shares of the company's common stock by exercising stock options at a price of $2.49 per share. Following the reported transaction, Mr. Nicholson beneficially owned 2,175,539 shares directly. The filing discloses that the exercised awards are "tandem" with options held by the company's manager and describes their vesting and exercisability schedule, with related manager option expiration noted as 12/31/2025. The form is signed by an attorney-in-fact on 08/21/2025.

Insights

Financial Analyst

TL;DR CEO exercised options to acquire 1,086,957 shares at $2.49, increasing direct ownership to 2,175,539 shares.

The exercise represents a significant one-time increase in the reporting person's direct shareholdings. The price of $2.49 per share and the sizable quantity mean the transaction's notional cost was approximately $2.7 million (1,086,957 shares times $2.49), based on data in the filing. The report notes tandem awards tied to manager options and specifies vesting/exercisability mechanics and a related manager option expiration date of 12/31/2025. This filing documents an insider acquisition through option exercise rather than open-market purchase.

Corporate Governance Expert

TL;DR CEO option exercise disclosed; tandem award structure and manager-related vesting details are provided in the filing.

The Form 4 provides clear disclosure of the tandem award arrangement and vesting schedule language, indicating governance transparency about how insider awards interact with manager-held options. The filing includes the required beneficial ownership update and an attorney-in-fact signature dated 08/21/2025. No departures from required Section 16 reporting form content are evident in the submitted information.

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

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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^*

Nicholson Kenneth J.

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS 45TH FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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

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

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

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
Common Stock, par value $0.01 per share	08/20/2025		M		1,086,957	A	$2.49	2,175,539	D

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
Stock Option (right to buy)	$2.49	08/20/2025		M			1,086,957	(1)(2)	12/31/2025(3)	Common Stock, par value $0.01 per share	1,086,957	$0	0	D

Explanation of Responses:

1. Tandem awards correspond on a one-to-one basis with options granted to FIG LLC, the Company's manager (or an affiliate of the Company's manager), such that exercise by an employee of the tandem award would result in the corresponding option held by the manager being cancelled. Upon the grant of options to the manager (or an affiliate), such options are fully vested and become exercisable over a 30-month period (the "Total Exercisability Period") in monthly installments beginning on the first of each month following the month in which the options were granted.

2. When tandem awards are granted with respect to manager options, the manager options become exercisable in monthly installments over a portion of the Total Exercisability Period equal to the product of (i) the ratio of tandem awards to the total number of related options (including options underlying such tandem awards) multiplied by (ii) 30 (such period, the "Manager Exercisability Period"). Following the Manager Exercisability Period, the tandem awards vest in monthly installments on the first of each month over the remainder of the Total Exercisability Period and become exercisable only at the end of the Total Exercisability Period.

3. Represents the expiration date of the related manager option. In general, the expiration date of the tandem award occurs prior to the expiration date of the underlying option.

	/s/ Kevin Krieger, as Attorney-in-fact	08/21/2025
	** Signature of Reporting Person	Date
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