FIP Notifies Late 10-Q; Unaudited Q2 Results Published

Rhea-AI Filing Summary

FTAI Infrastructure Inc. notified the SEC that it cannot timely file its Quarterly Report (Form 10-Q) for the three months ended June 30, 2025 because it requires additional time to complete quarter-end financial reporting procedures and cannot do so without unreasonable effort or expense. The company is seeking relief under Rule 12b-25 and expects to file the Quarterly Report within the five-calendar-day extension provided by that rule.

The company states it does not anticipate material changes to the financial information previously furnished in its earnings release and related SEC submission, while noting that the unaudited results for the three- and six-month periods ended June 30, 2025 remain subject to change as internal procedures are completed. Contact provided: Kenneth J. Nicholson, Chief Executive Officer and President, (212) 798-6100. The Form 12b-25 was signed on the company's behalf by the CEO.

Positive

• Notified regulators and investors via Form 12b-25 rather than withholding information
• Plans to use the five-calendar-day extension under Rule 12b-25 to complete reporting
• Published an earnings release with unaudited results, providing interim transparency to the market
• Company states it does not anticipate material changes to the previously furnished financial information

Negative

• Quarterly report was not filed on time, representing a reporting delay
• Unaudited results remain subject to change, so final figures may differ from the released amounts
• Additional time required to complete quarter-end procedures, indicating a lapse in regular reporting cadence

Insights

Financial Analyst

TL;DR: Routine short delay; company expects five-day extension and reports no anticipated material changes, but unaudited figures could still be revised.

FTAI’s filing indicates a short operational delay in completing quarter-end reporting procedures rather than a disclosed substantive accounting dispute. The use of Rule 12b-25 and the company’s statement that it does not anticipate material changes reduces immediate investor concern. However, the earnings release contains unaudited results that management says remain subject to change, so finalized statements could still alter key metrics. For now, the disclosure is neutral in impact.

Corporate Governance Expert

TL;DR: Administrative reporting lapse flagged; transparency maintained via Form 12b-25 and an earnings release, though governance should ensure timely close processes.

The filing documents an inability to meet the regular reporting timetable and cites additional time to complete quarter-end procedures. The registrant followed Rule 12b-25 procedures and provided a named contact and CEO attestation, which is appropriate governance practice. The situation highlights the importance of robust close controls and timely internal procedures to prevent recurrent delays, but the company’s explicit statement that no material changes are expected and the issuance of unaudited results suggest the delay is procedural rather than indicative of a material accounting issue.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 001-41370

CUSIP Number 35953C106

(Check one):

☐

Form 10-K

☐

Form 20-F

☐

Form 11-K

☒

Form 10-Q

☐

Form 10-D

☐

Form N-CEN

☐

Form N-CSR

For Period Ended: June 30, 2025

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

FTAI Infrastructure Inc.

Full Name of Registrant

Former Name if Applicable

1345 Avenue of the Americas, 45th Floor

Address of Principal Executive Office (Street and Number)

New York, New York 10105

City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

FTAI Infrastructure Inc. (the “Company”) is working diligently and plans to file its Quarterly Report on Form 10-Q for the three months ended June 30, 2025 (the “Quarterly Report”) as soon as practicable. The Company has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report within the prescribed time period, as the Company requires additional time to complete procedures relating to the Company’s quarter-end financial reporting process.

The Company does not anticipate any material changes to the financial information furnished with the Form 8-K filed by the Company with the Securities and Exchange Commission on August 7, 2025, and the Company expects to file its Quarterly Report within the extension period of five calendar days provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Kenneth J. Nicholson		(212)		798-6100
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐ No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

On August 7, 2025, the Company issued a press release (the “Earnings Release”) reporting certain unaudited results for the three and six months ended June 30, 2025. The Company continues to finalize its unaudited financial statements for the three and six months ended June 30, 2025, and the unaudited financial results included in the Earnings Release are subject to change. Actual results may differ from the unaudited financial results and other financial information disclosed in the Earnings Release due to the completion of internal procedures by the Company and other developments that may arise between now and the time the results are finalized.

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Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Form 12b-25 may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the anticipated timing of the filing of the Quarterly Report and the Company’s expected results for the three months ending June 30, 2025. 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 Form 12b-25. 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 Form 12b-25. 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.

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FTAI Infrastructure Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date August 12, 2025	By /s/ Kenneth J. Nicholson
	Kenneth J. Nicholson
	Chief Executive Officer and President

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FAQ

Why did FTAI Infrastructure (FIP) file a Form 12b-25?

The company required additional time to complete quarter-end financial reporting procedures and stated it could not file the Quarterly Report without unreasonable effort or expense.

Which report is affected for FIP?

The delayed filing relates to the Quarterly Report (Form 10-Q) for the three months ended June 30, 2025.

Will FTAI (FIP) file the Quarterly Report and when?

The company expects to file the Quarterly Report within the five-calendar-day extension permitted under Rule 12b-25.

Has FIP provided any financial results while finalizing the 10-Q?

Yes. FTAI issued an earnings release reporting unaudited results for the three- and six-month periods ended June 30, 2025, but those results are subject to change.

Does FIP expect material changes to the numbers it has already furnished?

The company states it does not anticipate any material changes to the financial information previously furnished in its SEC submission.

Who can investors contact about the late filing?

Contact: Kenneth J. Nicholson, Chief Executive Officer and President, (212) 798-6100.