What is the Share Cap on FTAI Infrastructure (FIP) Series B Preferred Stock conversions?

The Share Cap limits total common shares issued upon conversion of Series B Preferred Stock to 22,237,370 unless stockholders approve a higher amount. This cap currently restricts conversion of 160,000 preferred shares that could otherwise yield 22,369,436 common shares under the stated conversion terms.

GCM Grosvenor (FIP) details 15.8% FTAI Infrastructure ownership via prefs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

FTAI Infrastructure Inc. received an updated ownership report from GCM Grosvenor-affiliated entities. The amendment reflects a higher number of common shares underlying their Series B Convertible Junior Preferred Stock following a quarterly dividend, not new share purchases or sales.

The reporting group now beneficially owns 22,237,370 shares of common stock on an as-converted basis, representing about 15.84% of the company’s common shares, using 118,163,555 shares outstanding as of May 6, 2026. The Series B Preferred totals 160,000 shares, currently convertible into 22,369,436 common shares but subject to a 22,237,370-share cap unless stockholders approve more. The filers state they have made no transactions in the issuer’s securities during the past 60 days.

Key Figures

Common shares outstanding: 118,163,555 shares Beneficial ownership: 22,237,370 shares Ownership percentage: 15.84% +5 more

8 metrics

Common shares outstanding 118,163,555 shares Common stock outstanding as of May 6, 2026

Beneficial ownership 22,237,370 shares Common shares beneficially owned on an as-converted basis

Ownership percentage 15.84% Percent of common stock outstanding on an as-converted basis

Series B Preferred held 160,000 shares Total Series B Convertible Junior Preferred Stock held

Underlying common shares 22,369,436 shares Common shares currently issuable from Series B Preferred

Share Cap 22,237,370 shares Maximum common shares issuable on conversion absent stockholder approval

Liquidation Value $1,143.64 per share Series B Preferred Liquidation Value as of the filing date

Conversion Price $8.18 per share Series B Preferred Conversion Price as of the filing date

Key Terms

Series B Convertible Junior Preferred Stock, Liquidation Value, Conversion Price, Certificate of Designations, +2 more

6 terms

Series B Convertible Junior Preferred Stock financial

"Common Stock, par value $0.01 per share, represented by shares of Series B Convertible Junior Preferred Stock of the Issuer"

Liquidation Value financial

"Each share of Series B Preferred Stock represents the right to convert... equal to the quotient of the Liquidation Value divided by the Conversion Price"

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

"As of the date hereof, the Liquidation Value of the Series B Preferred Stock is $1,143.64 and the Conversion Price is $8.18"

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.

Certificate of Designations regulatory

"in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock"

A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.

beneficially owns financial

"LIF AIV beneficially owns 22,050,554 shares of Common Stock underlying certain shares of Series B Preferred Stock held by it"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

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Available on EDGAR 07/02/2026 - 04:48 PM Accepted by SEC EDGAR 07/02/2026 - 04:48 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

FTAI Infrastructure Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

35953C106

(CUSIP Number)

BURKE J. MONTGOMERY
GCM GROSVENOR INC., 900 N. Michigan Avenue, Suite 1100
Chicago, IL, 60611
(312) 506-6500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.01 per share

(b)

Name of Issuer:

FTAI Infrastructure Inc.

(c)

Address of Issuer's Principal Executive Offices:

1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK , 10105.

Item 1 Comment:

This Amendment No. 1 to the Schedule 13D ("Amendment No. 1") relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of FTAI Infrastructure Inc., a Delaware corporation (the "Issuer"), represented by shares of Series B Convertible Junior Preferred Stock of the Issuer (the "Series B Preferred Stock"). Each share of Series B Preferred Stock represents the right to convert such shares of Series B Preferred Stock into a number of shares of Common Stock equal to the quotient of the Liquidation Value (as defined below) divided by the Conversion Price (as defined below). This Amendment No. 1 is being filed solely due to an increase in the number of shares of Common Stock as to which the Series B Preferred Stock held by the Reporting Persons are convertible into due to the quarterly dividend issued by the Issuer in accordance with the terms of the Certificate of Designations governing the Series B Preferred Stock.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of shares Common Stock reported owned by each person named herein is based upon a denominator that is the sum of: (i) 118,163,555 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of May 6, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2026, and (ii) certain or all of the 22,237,370 shares of Common Stock currently issuable upon the conversion of the Series B Preferred Stock held by the Reporting Persons, as applicable. As of the date hereof, the Reporting Persons hold an aggregate of 160,000 shares of Series B Preferred Stock, which are convertible into an aggregate of 22,369,436 shares of Common Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder into the number of shares of Common Stock 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 (as defined in the Certificate of Designations governing the Series B Preferred Stock). As of the date hereof, the Liquidation Value of the Series B Preferred Stock is $1,143.64 and the Conversion Price is $8.18. Pursuant to the Certificate of Designations governing the Series B Preferred Stock, 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 (the "Share Cap"). As of the date hereof, the Share Cap limits the conversion of the Series B Preferred Stock held by the Reporting Persons to 22,237,370 shares out of the 22,369,436 shares underlying the Series B Preferred Stock held by them. As of the date hereof, (i) LIF AIV beneficially owns 22,050,554 shares of Common Stock underlying certain shares of Series B Preferred Stock held by it, excluding 130,973 shares of Common Stock underlying certain shares of Series B Preferred Stock held by it, representing percentage ownership of approximately 15.71% of the shares of Common Stock outstanding on an as converted basis, and (ii) Labor Impact Fund beneficially owns 186,816 shares of Common Stock underlying certain shares of Series B Preferred Stock held by it, excluding 1,087 shares of Common Stock underlying certain shares of Series B Preferred Stock held by it, representing percentage ownership of less than 1% of the shares of Common Stock outstanding on an as converted basis. Each of GCM GP, as the general partner of each of Labor Fund and LIF AIV, Grosvenor Capital Holdings, as the sole member of GCM GP, GCM Holdings, as the general partner of Grosvenor Capital Holdings, GCM Grosvenor, as the sole member of GCM Holdings, GCM V, as a shareholder of GCM Grosvenor, and Mr. Sacks, as the manager of GCM V, may be deemed to beneficially own the 22,237,370 shares of Common Stock beneficially owned in the aggregate by LIF AIV and Labor Impact Fund, representing percentage ownership of approximately 15.84% of the shares of Common Stock outstanding on an as converted basis. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)

Item 5(c) is hereby amended and restated to read as follows: None of the Reporting Persons have entered into any transactions in the securities of the Issuer during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

LIF AIV 1, L.P.

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

Labor Impact Fund, L.P.

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

GCM Investments GP, LLC

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

Grosvenor Capital Management Holdings, LLLP

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

GCM Grosvenor Holdings, LLC

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

GCM Grosvenor Inc.

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

GCM V, LLC

Signature:	/s/ Burke J. Montgomery
Name/Title:	Burke J. Montgomery, Authorized Signatory
Date:	07/02/2026

Sacks Michael Jay

Signature:	/s/ Michael J. Sacks
Name/Title:	Michael J. Sacks
Date:	07/02/2026

Source: View Original Filing on SEC EDGAR

FAQ

How many FTAI Infrastructure (FIP) shares do the GCM Grosvenor reporting persons beneficially own?

They report beneficial ownership of 22,237,370 shares of FTAI Infrastructure common stock. This figure reflects shares issuable upon conversion of Series B Preferred Stock, subject to a conversion share cap set out in the Certificate of Designations governing that preferred series.

What percentage of FTAI Infrastructure (FIP) does the GCM Grosvenor group report owning?

They report beneficial ownership of approximately 15.84% of FTAI Infrastructure’s common stock. This percentage is calculated using 118,163,555 common shares outstanding as of May 6, 2026, plus certain shares issuable upon conversion of their Series B Preferred Stock holdings.

What are the key conversion terms of FTAI Infrastructure’s Series B Convertible Junior Preferred Stock?

Each Series B Preferred share converts into common stock equal to the Liquidation Value divided by the Conversion Price. As of the filing date, the Liquidation Value is $1,143.64 and the Conversion Price is $8.18, determining how many FTAI Infrastructure common shares each preferred share can become.

Did the GCM Grosvenor reporting persons trade FTAI Infrastructure (FIP) securities recently?

They state that none of the reporting persons entered into any transactions in FTAI Infrastructure securities during the past 60 days. The amendment instead reflects changes in the number of common shares underlying their existing Series B Preferred Stock following a scheduled quarterly dividend adjustment.

What triggered Amendment No. 1 to the FTAI Infrastructure (FIP) Schedule 13D?

Amendment No. 1 was filed because a quarterly dividend increased the number of FTAI Infrastructure common shares into which the reporting persons’ Series B Preferred Stock is convertible. The update adjusts reported beneficial ownership without disclosing new purchases or sales of the issuer’s securities.