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Press release

FTAI Infrastructure Inc. Reports Third Quarter 2026 Results, Declares Dividend of $0.03 per Share of Common Stock

ftai_infrastructurexlogoa.jpg

NEW YORK, November 5, 2026 (GLOBE NEWSWIRE) -- FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third quarter 2026. The Company’s consolidated comparative financial statements and key performance measures are attached as an exhibit to this press release.

Business Highlights

•Reported $95.3 million of Adjusted EBITDA for the third quarter of 2026, a new quarterly record; excluding Long Ridge, Adjusted EBITDA for the quarter was $54.4 million, also a quarterly record.

•Received regulatory approval for the sale of Long Ridge; closing expected by the end of November.

•Agreed to acquire energy logistics assets from USD Group LLC for $255 million, resulting in more than doubling of Jefferson’s existing Adjusted EBITDA, with closing planned in November.

•Continued growth in rail segment with record revenues and Adjusted EBITDA for Q3, and active pipeline of M&A opportunities.

Financial Overview

(in thousands, except per share data)
Selected Financial ResultsQ3’26
Net Loss Attributable to Common Stockholders$(150,234)
Basic and Diluted Loss per Share of Common Stock$(1.27)

Adjusted EBITDA (1)

$95,329 

Adjusted EBITDA - Four core segments (1)(2)

$101,820 

_______________________________

(1)For definitions and reconciliations of non-GAAP measures, please refer to the exhibit to this press release.

(2)Excludes Sustainability and Energy Transition and Corporate and Other segments.

Third Quarter 2026 Dividends

On November 4, 2026, the Company’s Board of Directors (the “Board”) declared a cash dividend on its common stock of $0.03 per share for the quarter ended September 30, 2026, payable on December 7, 2026 to the holders of record on November 23, 2026.

Additional Information

For additional information that management believes to be useful for investors, please refer to the presentation posted on the Investor Relations section of the Company’s website, www.fipinc.com, and the Company’s Quarterly Report on Form 10-Q, when available on the Company’s website. Nothing on the Company’s website is included or incorporated by reference herein.

Conference Call

In addition, management will host a conference call on Friday, November 6, 2026 at 8:00 A.M. Eastern Time. The conference call may be accessed by registering via the following link https://register-conf.media-server.com/register/BI481e6494b9014b0485e4b754e7023ec5. Once registered, participants will receive a dial-in and unique pin to access the call.

A simultaneous webcast of the conference call will be available to the public on a listen-only basis at https://www.fipinc.com. Please allow extra time prior to the call to visit the site and download the necessary software required to listen to the internet broadcast.

A replay of the conference call will be available after 11:30 A.M. on Friday, November 6, 2026 through 11:30 A.M. on Friday, November 13, 2026 on https://ir.fipinc.com/news-events/events.

The information contained on, or accessible through, any websites included in this press release is not incorporated by reference into, and should not be considered a part of, this press release.

About FTAI Infrastructure Inc.

FTAI Infrastructure primarily invests in critical infrastructure with high barriers to entry across the rail, ports and terminals, and power and gas sectors that, on a combined basis, generate strong and stable cash flows with the potential for earnings growth and asset appreciation. FTAI Infrastructure is externally managed by an affiliate of Fortress Investment Group LLC, a leading, diversified global investment firm.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 press release. 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 press release. 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. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

For further information, please contact:

Alan Andreini

Investor Relations

FTAI Infrastructure Inc.

(646) 734-9414

aandreini@ftaiinfrastructure.com

Exhibit - Financial Statements

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Dollar amounts in thousands, except share and per share data) FTAI INFRASTRUCTURE INC.

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Revenues
Total revenues$218,973$140,556 $594,105$359,003 
Expenses
Operating expenses120,60274,985 358,329216,465 
General and administrative4,1803,202 11,40812,177 
Acquisition and transaction expenses7,4873,221 20,32815,440 
Management fees and incentive allocation to affiliate3,1133,782 10,88210,004 
Depreciation and amortization35,32834,813 125,53093,823 
Asset impairment28,587— 91,7754,401 
Total expenses199,297120,003 618,252352,310 
Other (expense) income
Equity in (losses) earnings of unconsolidated entities(590)2,928 (1,668)6,247 
Gain (loss) on sale of assets, net3728 (545)119,856 
Interest expense (116,524)(128,520)(352,019)(234,909)
Other (expense) income(23,487)5,554 (17,216)12,299 
Total other expense(140,564)(120,010)(371,448)(96,507)
Loss before income taxes(120,888)(99,457)(395,595)(89,814)
Provision for (benefit from) income taxes2,2465,081 (5,807)(35,481)
Net loss(123,134)(104,538)(389,788)(54,333)
Less: Net loss attributable to non-controlling interests in consolidated subsidiaries - common stockholders(13,372)(11,497)(39,009)(33,998)
Less: Preferred dividends and accretion on redeemable non-controlling interests34,28412,487 104,73512,487 
Less: Dividends and accretion of redeemable preferred stock1,51112,824 2,16855,622 
Less: Convertible preferred stock dividend4,6774,231 13,5419,780 
Less: Loss on extinguishment of preferred stock—36,646 —36,646 
Net loss attributable to common stockholders$(150,234)$(159,229)$(471,223)$(134,870)
Loss per share:
Basic$(1.27)$(1.38)$(4.00)$(1.17)
Diluted$(1.27)$(1.38)$(4.00)$(1.18)
Weighted average shares outstanding:
Basic118,181,737115,555,973 117,683,855114,851,106 
Diluted118,181,737115,555,973 117,683,855114,851,106 

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands, except share and per share data)

(Unaudited)
September 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$52,442$57,351 
Restricted cash and cash equivalents88,314268,595 
Accounts receivable, net88,41495,388 
Other current assets41,32862,677 
Current assets held for sale43,938— 
Total current assets314,436484,011 
Leasing equipment, net35,42536,570 
Operating lease right-of-use assets, net158,278133,493 
Property, plant, and equipment, net3,171,2194,581,771 
Investments20,57522,243 
Intangible assets, net55,67943,173 
Goodwill275,366365,703 
Other assets94,06081,697 
Non-current assets held for sale1,574,786— 
Total assets$5,699,824$5,748,661 
Liabilities
Current liabilities:
Accounts payable and accrued liabilities$250,370$280,707 
Debt, net552,64465,438 
Operating lease liabilities12,0569,108 
Derivative liabilities—34,381 
Other current liabilities29,99720,363 
Current liabilities held for sale577,374— 
Total current liabilities1,422,441409,997 
Debt, net2,275,0883,708,735 
Operating lease liabilities94,70071,000 
Derivative liabilities—189,116 
Warrant liabilities108,11581,599 
Deferred income tax liabilities289,589300,231 
Other liabilities111,66544,000 
Non-current liabilities held for sale950,183— 
Total liabilities5,251,7814,804,678 
Commitments and contingencies—— 

Redeemable convertible preferred stock Series B ($0.01 par value per share; 200,000,000 total preferred shares authorized; 160,000 Series B shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively; redemption amount of $192.0 million and $192.0 million at September 30, 2026 and December 31, 2025, respectively)

154,810152,642 

Redeemable preferred stock Series A RailCo - Non-controlling interest (zero par value per share; 1,000,000 total preferred shares authorized; 1,000,000 Series A - RailCo shares issued and outstanding as of September 30, 2026 and December 31, 2025; redemption amount of $1.4 billion and $1.4 billion at September 30, 2026 and December 31, 2025, respectively)

1,038,030937,578 
Equity

Common stock ($0.01 par value per share; 2,000,000,000 shares authorized; 118,181,737 and 116,294,461 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively)

1,1821,163 
Additional paid in capital515,585623,771 
Accumulated deficit(863,771)(512,992)
Accumulated other comprehensive loss(197,420)(90,618)
Stockholders' equity(544,424)21,324 
Non-controlling interest in equity of consolidated subsidiaries(200,373)(167,561)
Total equity(744,797)(146,237)
Total liabilities, redeemable preferred stock and equity$5,699,824$5,748,661 

FTAI INFRASTRUCTURE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Dollar amounts in thousands, unless otherwise noted)

Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net loss$(389,788)$(54,333)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in losses (earnings) of unconsolidated entities1,668(6,247)
Gain on sale of subsidiaries—(119,952)
Costs to modify or extinguish debt, net47,63459,281 
Equity-based compensation20,0913,685 
Depreciation and amortization125,53093,823 
Asset impairment91,7754,401 
Change in deferred income taxes(10,642)(36,068)
Change in fair value of non-hedge derivative(1,745)— 
Change in fair value of warrants26,516(470)
Amortization of deferred financing costs12,44411,366 
Amortization of bond discount74,19510,055 
Amortization of other comprehensive income(17,601)(13,970)
Paid-in-kind interest expense7,8093,325 
Other7161,020 
Change in:
 Accounts receivable(9,521)2,038 
 Other assets10,076(1,022)
 Accounts payable and accrued liabilities2,0841,821 
 Derivative liabilities—(67,005)
 Other liabilities403(7,003)
Net cash used in operating activities(8,356)(115,255)
Cash flows from investing activities:
Investment in unconsolidated entities(20,729)(1,121,917)
Acquisition of business, net of cash acquired(40,410)226,628 
Acquisition of leasing equipment—(607)
Acquisition of property, plant and equipment(214,388)(214,644)
Proceeds from investor loan—11,001 
Proceeds from sale of subsidiaries, net of cash35— 
Purchase deposits for acquisitions(3,410)— 
Proceeds from sale of property, plant and equipment9,6292,660 
Net cash used in investing activities(269,273)(1,096,879)
Cash flows from financing activities:
Proceeds from debt, net1,658,8871,744,075 
Repayment of debt(1,559,513)(763,362)
Payment of financing costs(19,079)(59,878)
Proceeds from financing obligation50,0002,694 
Repayment of financing obligations(1,641)— 
Proceeds from issuance of redeemable preferred stock—1,000,000 
Redeemable preferred stock issuance costs—(20,597)
Repayment of preferred stock—(447,121)
Cash dividends - common stock(10,635)(10,342)
Cash dividends - redeemable preferred stock—(25,516)
Cash dividends - redeemable preferred stock - NCI(5,000)— 
Settlement of equity-based compensation(2,903)(1,199)
Distributions to non-controlling interests(1,620)— 
Net cash provided by financing activities108,4961,418,754 
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents, including cash classified within assets held for sale(169,133)206,620 
Less: cash classified within assets held for sale(16,057)— 
Net (decrease) increase in cash and cash equivalents and restricted cash and cash equivalents(185,190)206,620 
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period325,946147,296 
Cash and cash equivalents and restricted cash and cash equivalents, end of period$140,756$353,916 

Key Performance Measures

The Chief Operating Decision Maker (“CODM”) utilizes Adjusted EBITDA as our key performance measure.

Adjusted EBITDA provides the CODM with the information necessary to assess operational performance, as well as make resource and allocation decisions. Adjusted EBITDA is defined as net income (loss) attributable to common stockholders, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, gains (losses) on the modification or extinguishment of capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and other pension expense benefits (“OPEB”) liabilities, dividends and accretion of redeemable and convertible preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

The following table sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30,ChangeNine Months Ended
September 30,
Change
(in thousands)2026202520262025
Net loss attributable to common stockholders$(150,234)$(159,229)$8,995 $(471,223)$(134,870)$(336,353)
Add: Provision for (benefit from) income taxes2,2465,081 (2,835)(5,807)(35,481)29,674 
Add: Equity-based compensation expense3,6531,522 2,131 20,0913,685 16,406 
Add: Acquisition and transaction expenses7,4873,221 4,266 20,32815,440 4,888 
Add: Losses on the modification or extinguishment of capital lease obligations—— — —— — 
Add: Changes in fair value of non-hedge derivative instruments25,592211 25,381 26,345211 26,134 
Add: Asset impairment charges28,587— 28,587 91,7754,401 87,374 
Add: Incentive allocations—— — —— — 

Add: Depreciation and amortization expense (1)

29,48326,808 2,675 111,62783,551 28,076 
Add: Interest expense116,524128,520 (11,996)352,019234,909 117,110 

Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities (2)

(590)8,323 (8,913)(1,668)12,723 (14,391)

Add: Dividends and accretion of redeemable and convertible preferred stock (3)

40,47266,188 (25,716)120,444114,535 5,909 
Add: Interest and other costs on pension and OPEB liabilities(142)(265)123 (425)(794)369 

Add: Other non-recurring items (4)

1,108962 146 4,6262,295 2,331 
Less: Equity in losses (earnings) of unconsolidated entities590(2,928)3,518 1,668(6,247)7,915 

Less: Non-controlling share of Adjusted EBITDA (5)

(9,447)(7,483)(1,964)(27,766)(22,292)(5,474)
Adjusted EBITDA (Non-GAAP)$95,329$70,931 $24,398 $242,034$272,066 $(30,032)

_______________________________

(1)Includes the following items for the three months ended September 30, 2026 and 2025: (i) depreciation and amortization expense of $35,328 and $34,813, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(7,078) and $(9,238), respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) depreciation and amortization expense of $125,530 and $93,823, (ii) capitalized contract costs amortization of $3,698 and $3,698 and (iii) amortization of other comprehensive income of $(17,601) and $(13,970), respectively.

(2)Includes the following items for the three months ended September 30, 2026 and 2025: (i) net (loss) income of $(590) and $5,100, (ii) depreciation and amortization expense of $— and $1,852 and (iii) provision for income taxes of $— and $1,371, respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) net (loss) income of $(1,668) and $11,578, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $4,736, (iv) acquisition and transaction expenses of $— and $201, (v) changes in fair value of non-hedge derivative instruments of $— and $(12,822), (vi) equity method basis adjustments of $— and $10, (vii) provision for income taxes of $— and $1,371 and (viii) other non-recurring items of $— and $1, respectively.

(3)Includes the following items for the three months ended September 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $35,795 and $25,311, (ii) dividends of convertible preferred stock of $4,677 and $4,231 and (iii) loss on extinguishment of preferred stock of $— and $36,646, respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $106,903 and $68,109, (ii) dividends of convertible preferred stock of $13,541 and $9,780 and (iii) loss on extinguishment of preferred stock of $— and $36,646, respectively.

(4)Includes the following items for the three months ended September 30, 2026: (i) Railroad severance and integration expenses of $798 and (ii) unrealized loss on investment of $310. Includes the following item for the three months ended September 30, 2025: (i) Railroad severance expense of $7 and (ii) non-ordinary professional fees of $955. Includes the following items for the nine months ended September 30, 2026: (i) Railroad severance and integration expenses of $3,126 and (ii) unrealized loss on investment of $1,500. Includes the following items for the nine months ended September 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955.

(5)Includes the following items for the three months ended September 30, 2026 and 2025: (i) equity-based compensation of $299 and $120, (ii) (benefit from) provision for income taxes of $(20) and $14, (iii) interest expense of $5,370 and $4,124, (iv) depreciation and amortization expense of $3,355 and $3,079, (v) changes in fair value of non-hedge derivative instruments of $150 and $(3), (vi) acquisition and transaction expenses of $76 and $52, (vii) interest and other costs on pension and OPEB liabilities of $(1) and $(2), (viii) asset impairment charges of $(9) and $(2), (ix) equity in earnings of unconsolidated entities of $— and $31, (x) dividends and accretion of redeemable preferred stock of $225 and $72 and (xi) other non-recurring items of $2 and $(2), respectively. Includes the following items for the nine months ended September 30, 2026 and 2025: (i) equity-based compensation expense of $2,366 and $344, (ii) provision for income taxes of $98 and $202, (iii) interest expense of $14,361 and $12,128, (iv) depreciation and amortization expense of $10,048 and $9,219, (v) changes in fair value of non-hedge derivative instruments of $154 and $(3), (vi) acquisition and transaction expenses of $120 and $218, (vii) interest and other costs on pension and OPEB liabilities of $(3) and $(5), (viii) asset impairment charges of $(9) and $25, (ix) equity in earnings of unconsolidated entities of $— and $31, (x) dividends and accretion of redeemable preferred stock of $616 and $72 and (xi) other non-recurring items of $15 and $61, respectively.

The following tables sets forth a reconciliation of net loss attributable to common stockholders to Adjusted EBITDA for our four core segments for the three months ended September 30, 2026:

Three Months Ended September 30, 2026
(in thousands)RailroadJefferson TerminalRepaunoPower and GasFour Core Segments
Net loss attributable to common stockholders$(39,881)$(12,966)$(6,679)$(12,136)$(71,662)
Add: Provision for income taxes2,21920——2,239
Add: Equity-based compensation expense4241,0721721,8943,562
Add: Acquisition and transaction expenses2,16190—3,1725,423
Add: Losses on the modification or extinguishment of capital lease obligations—————
Add: Changes in fair value of non-hedge derivative instruments25,592———25,592
Add: Asset impairment charges———28,58728,587
Add: Incentive allocations—————

Add: Depreciation and amortization expense (1)

20,05813,5192,708(7,078)29,207
Add: Interest expense2,46020,6243,36826,90753,359

Add: Pro-rata share of Adjusted EBITDA from unconsolidated entities

—————
Add: Dividends and accretion of redeemable and convertible preferred stock34,284———34,284
Add: Interest and other costs on pension and OPEB liabilities(142)———(142)

Add: Other non-recurring items (2)

798———798
Less: Equity in earnings of unconsolidated entities—————

Less: Non-controlling share of Adjusted EBITDA (3)

(552)(8,181)(287)(407)(9,427)
Adjusted EBITDA (Non-GAAP)$47,421$14,178$(718)$40,939$101,820

_______________________________

(1)Jefferson Terminal

Includes the following items for the three months ended September 30, 2026: (i) depreciation and amortization expense of $12,286 and (ii) capitalized contract costs amortization of $1,233.

Power and Gas

Includes the following items for the three months ended September 30, 2026: amortization of other comprehensive income of $(7,078).

(2)Railroad

Includes the following items for the three months ended September 30, 2026: Railroad severance and integration expenses of $798.

(3)Railroad

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $3, (ii) provision for income taxes of $15, (iii) interest expense of $12, (iv) depreciation and amortization expense of $133, (v) acquisition and transaction expenses of $12, (vi) interest and other costs on pension and OPEB liabilities of $(1), (vii) dividends and accretion of redeemable preferred stock of $225, (viii) changes in fair value of non-hedge derivative instruments of $151 and (ix) other non-recurring items of $2.

Jefferson Terminal

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $248, (ii) provision for income taxes of $4, (iii) interest expense of $4,777, (iv) depreciation and amortization expense of $3,131 and (v) acquisition and transaction expenses of $21.

Repauno

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $8, (ii) interest expense of $155 and (iii) depreciation and amortization expense of $124.

Power and Gas

Includes the following items for the three months ended September 30, 2026: (i) equity-based compensation expense of $35, (ii) benefit from income taxes of $(39), (iii) interest expense of $426, (iv) depreciation and amortization expense of $(48), (v) acquisition and transaction expenses of $43, (vi) changes in fair value of non-hedge derivative instruments of $(1) and (vii) asset impairment charges of $(9).

Source: FTAI Infrastructure Inc.. This release was filed with the U.S. Securities and Exchange Commission on Nov 5, 2026 and is reproduced here as issued. View the filing.

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