[Form 4] FTAI Infrastructure Inc. Insider Trading Activity

Rhea-AI Filing Summary

Citigroup Global Markets Holdings Inc., guaranteed by Citigroup Inc. (ticker: C), is issuing $764,000 of unsecured Market-Linked Securities (medium-term senior notes, Series N) linked to the Citi Dynamic Asset Selector 5 Excess Return Index (CIISDA5N). The securities price on 30 Jun 2025, settle on 3 Jul 2025 and mature on 5 Jan 2027 (approx. 18 months).

Key economics

• Denomination: $1,000 per note; aggregate 764 notes.
• Principal protection: 100% at maturity.
• Upside participation: 175% of positive index return; no cap.
• No periodic coupons.
• Return amount is zero if the final index level is at or below the initial level (228.07).
• Estimated value: $972.00 (97.2% of issue price) based on Citigroup’s internal models; issue price $1,000.
• Underwriting fee: up to $10 (1.0%) per note; net proceeds minimum $990 per note.
• Not listed; liquidity relies on Citigroup Global Markets Inc. making a discretionary secondary market.

Index summary

• Rules-based allocation between S&P 500 futures and 10-year U.S. Treasury futures using trend (21-day) and volatility (63-day) signals.
• Three possible portfolios (Equity-Focused, Intermediate, Treasury) with max 66.66% equity exposure.
• Volatility target: 5%; exposure to the selected portfolio can be <100%, with the residual notionally held in cash.
• Annual index fee: 0.85%.

Risk highlights

• Investors forgo interim interest and depend on a single observation on 30 Dec 2026.
• Index may underperform equities in rising markets due to capped equity weight, volatility targeting, and annual fee.
• Credit risk of both Citigroup Global Markets Holdings Inc. and Citigroup Inc.
• Liquidity risk: no exchange listing; secondary market, if any, at the underwriter’s discretion and likely below issue price.
• The note’s estimated value is 2.8% below issue price, reflecting fees and hedging costs.

Materiality for Citigroup investors: At $0.8 million face, the issuance is immaterial to Citigroup’s balance sheet but demonstrates ongoing structured-note distribution and fee generation.

Positive

• 100% principal protection at maturity mitigates downside for noteholders.
• 175% upside participation offers leveraged exposure if the index appreciates.
• Full Citigroup Inc. guarantee supports credit quality.
• Generates underwriting fees and low-cost funding for Citigroup, albeit immaterial in scale.

Negative

• No periodic interest; investors face opportunity cost versus conventional bonds.
• Estimated value ($972) below issue price highlights embedded costs.
• Index constraints (66.66% max equity, 0.85% fee, 5% vol-target) may significantly underperform rising equity markets.
• Illiquidity risk: unlisted security with discretionary, potentially wide-spread secondary market.
• Exposure subject to Citigroup credit risk; default would impair principal.

Insights

Structured Products Analyst

TL;DR Small, principal-protected structured note with 175% upside; low impact for Citigroup, moderate complexity for buyers.

The deal offers enhanced participation while safeguarding principal, appealing to yield-substituting retail accounts seeking equity exposure without interim income. The embedded leverage (175%) is modest versus typical CLS notes but coupled with a low-volatility, fee-burdened index—historically flat over five years (-0.1% CAGR). Investors therefore face meaningful opportunity cost if equities rally. From the issuer’s standpoint, the note hedges easily with futures and generates roughly $6.4k in gross underwriting revenue, de minimis for Citigroup. Because proceeds are immaterial and no financial covenants change, the transaction is non-impactful to corporate credit metrics.

Fixed-Income Portfolio Manager

TL;DR Principal is safe barring default, but performance drag (0.85% fee, cash allocation) likely caps returns; neutral for Citigroup.

Structural features—volatility targeting, limited equity weight, futures financing cost—mean the index has lagged the S&P 500 significantly. With only 18 months to maturity and one-day final observation, upside capture is uncertain. Secondary liquidity risk is high given the note’s tiny size and no listing. Tax treatment as contingent payment debt instruments adds reporting complexity. For Citigroup, this is routine funding at sub-wholesale rates, thus neutral to spreads and capital ratios.

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 IL 60611

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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

	Form filed by One Reporting Person
X	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

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	06/30/2025		J(2)		0(2)		02/26/2025	(1)	Common Stock	498,964(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 IL 60611

(City) (State) (Zip)

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 IL 60611

(City) (State) (Zip)

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 AVE

SUITE 1100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

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 AVE

SUITE 1100

(Street)

CHICAGO IL 60611

(City) (State) (Zip)

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 IL 60611

(City) (State) (Zip)

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 IL 60611

(City) (State) (Zip)

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 IL 60611

(City) (State) (Zip)

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 IL 60611

(City) (State) (Zip)

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 20,238,166 shares of Common Stock.

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	07/02/2025
	Labor Impact Fund, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory	07/02/2025
	GCM Investments GP, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory	07/02/2025
	Grosvenor Capital Management Holdings, LLLP, By: GCM Grosvenor Holdings, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory	07/02/2025
	GCM Grosvenor Holdings, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory	07/02/2025
	GCM Grosvenor Inc., By: /s/ Burke J. Montgomery, Authorized Signatory	07/02/2025
	GCM V, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory	07/02/2025
	/s/ Michael J. Sacks	07/02/2025
	** 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).
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FAQ

What is the upside participation rate on Citigroup’s 2027 market-linked notes?

The notes provide a 175% participation in any positive return of the Citi Dynamic Asset Selector 5 ER Index between pricing and valuation dates.

Are the Citigroup (C) market-linked securities principal protected?

Yes. Investors receive at least the $1,000 principal per note at maturity, regardless of index performance, subject to Citigroup’s credit risk.

When do the notes mature and how long is the term?

They mature on 5 Jan 2027, roughly 18 months after the 3 Jul 2025 issue date.

Will the securities pay any coupons or interest before maturity?

No. No interim interest or coupon payments are made; all potential return is delivered at maturity.

Why is the estimated value ($972) lower than the $1,000 issue price?

The $28 difference reflects underwriting fees, hedging costs and issuer funding spread, which reduce economic value to investors.

Is there an exchange listing for these notes?

No. The notes are not listed; liquidity, if any, will depend on Citigroup Global Markets Inc.’s secondary-market making.