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FTAI Infrastructure Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

FIP$3.47+18.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-08.

0001899883-26-000025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001899883-26-000036

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 137 previous paragraphs and 191 current paragraphs.

49 unchanged; 52 reworded; 81 added; 33 removed; 3 previous and 9 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (81)

Current report

On April 29, 2026, we entered into an agreement (the “Agreement”) to sell Long Ridge Energy & Power LLC (see Note 2 for additional details), subject to the receipt of certain regulatory approvals expected to be received within 12 months of the signing of such agreement. As such, we have recorded Long Ridge Energy & Power LLC, included in our Power and Gas segment, as held-for-sale as of the date of the Agreement through regulatory approval and closing of the sale. On June 29, 2026 (the “acquisition date”), we acquired Tidewater, a barge and rail transloading company with operations in Ohio, West Virginia and Texas (see Note 2 for additional details), which will be included in our Railroad segment as of the acquisition date. Additionally, on June 30, 2026, we sold our KRS business (see Note 2 for additional details), which was included within the Corporate and Other segment.

Current report

Comparison of the three and six months ended June 30, 2026 and 2025

Current report

(1)Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $39,511 and $33,998, (ii) capitalized contract costs amortization of $1,232 and $1,232 and (iii) amortization of other comprehensive income of $(287) and $(3,144), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $90,202 and $59,010, (ii) capitalized contract costs amortization of $2,465 and $2,465 and (iii) amortization of other comprehensive income of $(10,523) and $(4,732), respectively.

Current report

(3)Includes the following items for the three months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $33,887 and $20,957 and (ii) dividends of convertible preferred stock of $4,511 and $4,082, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) dividends and accretion of redeemable preferred stock of $71,108 and $42,798 and (ii) dividends of convertible preferred stock of $8,864 and $5,549, respectively.

Current report

(5) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $295 and $86, (ii) provision for income taxes of $52 and $84, (iii) interest expense of $3,445 and $3,706, (iv) depreciation and amortization expense of $3,362 and $3,071, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $29 and $165, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (viii) asset impairment charges of $— and $8, (ix) losses on the modification or extinguishment of debt of $5 and $356, (x) dividends and accretion of redeemable preferred stock of $216 and $— and (xi) other non-recurring items of $7 and $2, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $2,067 and $224, (ii) provision for income taxes of $118 and $188, (iii) interest expense of $7,497 and $7,646, (iv) depreciation and amortization expense of $6,693 and $6,140, (v) changes in fair value of non-hedge derivative instruments of $4 and $—, (vi) acquisition and transaction expenses of $44 and $166, (vii) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (viii) asset impairment charges of $— and $27, (ix) losses on the modification or extinguishment of debt of $1,494 and $358, (x) dividends and accretion of redeemable preferred stock of $391 and $— and (xi) other non-recurring items of $13 and $63, respectively.

Current report

Rail revenues increased $46.5 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads and fuel surcharges in the Railroad segment.

Current report

Power revenues increased $4.6 million due to increased power prices at Long Ridge Energy & Power LLC in February 2025.

Current report

Gas revenues increased $2.9 million due to increased drilling at Gasco and Long Ridge West Virginia.

Current report

Roadside services revenues increased $2.3 million due to an increase in roadside services at FYX.

Current report

Total revenues increased $156.7 million primarily due to higher revenues of $92.4 million in the Railroad segment, $10.6 million in the Jefferson Terminal segment, $51.8 million in the Power and Gas segment and $2.0 million in the Corporate and Other segment.

Current report

Terminal services revenues increased $11.1 million primarily due to an increase in average refined and ammonia product throughput volumes in the Jefferson Terminal segment.

Current report

Power revenues increased $34.4 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current report

Gas revenues increased $17.7 million primarily due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current report

Roadside services revenues increased $1.9 million due to an increase in roadside services at FYX.

Current report

Operating expenses increased $42.9 million which primarily reflects:

Current report

•an increase of $8.9 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations in the Power and Gas segment;

Current report

Asset impairment increased $58.8 million primarily due to (i) an impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026 in the Corporate and Other segment and (ii) a valuation allowance on assets held for sale in the current quarter for Long Ridge Energy & Power LLC in the Power and Gas segment, offset by a railcar adjustment that was recorded in the prior year in the Railroad segment.

Current report

Operating expenses increased $96.2 million which primarily reflects:

Current report

Asset impairment increased $58.8 million primarily due to (i) an impairment of assets at KRS which was classified as held for sale during the current quarter prior to being sold on June 30, 2026 in the Corporate and Other segment and (ii) a valuation allowance on assets held for sale in the current quarter for Long Ridge Energy & Power LLC in the Power and Gas segment, offset by a railcar adjustment that was recorded in the prior year in the Railroad segment.

Current report

Total other expense increased $42.2 million during the three months ended June 30, 2026 primarily due to:

Current report

•a decrease in loss on modification or extinguishment of debt of $2.5 million due to loss on extinguishment from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement; and

Current report

Total other expense increased $254.4 million during the six months ended June 30, 2026 which primarily reflects

Current report

Net loss increased $69.5 million and $316.9 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Current report

Adjusted EBITDA increased $30.2 million and decreased $54.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the changes noted above.

Current report

(1) Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857. Includes the following item for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2026: Railroad severance and integration expenses of $2,328. Includes the following item for the six months ended June 30, 2025: Railroad severance expense of $298.

Current report

Total revenues increased $50.0 million and $92.4 million during the three and six months ended June 30, 2026, respectively, primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads and fuel surcharges.

Current report

Total expenses increased $39.0 million during the three months ended June 30, 2026, which primarily reflects:

Current report

•an increase in operating expenses of $29.2 million due to the completed acquisition and consolidation of Wheeling in December 2025; and

Current report

•a decrease in asset impairment of $4.4 million primarily due to a railcar adjustment that was recorded in the prior year.

Current report

Total expenses increased $78.8 million during the six months ended June 30, 2026, which primarily reflects:

Current report

•an increase in operating expenses of $53.0 million due to the completed acquisition and consolidation of Wheeling in December 2025;

Current report

•a decrease in asset impairment of $4.4 million primarily due to a railcar adjustment that was recorded in the prior year.

Current report

Provision for income taxes increased $2.5 million and $5.0 million during the three and six months ended June 30, 2026, respectively, primarily due to the completed acquisition and consolidation of Wheeling in December 2025.

Current report

(1) Includes the following items for the three months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $11,997 and $11,290 and (ii) capitalized contract costs amortization of $1,232 and $1,232, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) depreciation and amortization expense of $23,984 and $22,530 and (ii) capitalized contract costs amortization of $2,465 and $2,465, respectively.

Current report

(2) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $249 and $76, (ii) provision for income taxes of $32 and $78, (iii) interest expense of $3,157 and $3,707, (iv) depreciation and amortization expense of $3,064 and $2,900 and (v) losses on the modification or extinguishment of debt of $— and $171, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $1,928 and $194, (ii) provision for income taxes of $81 and $176, (iii) interest expense of $6,918 and $7,556, (iv) depreciation and amortization expense of $6,126 and $5,789, (v) acquisition and transaction expenses of $— and $16 and (vi) losses on the modification or extinguishment of debt of $1,489 and $173, respectively.

Current report

Total revenues increased $2.7 million and $10.6 million during the three and six months ended June 30, 2026, respectively, due to an increase in average refined and ammonia product throughput volumes.

Current report

Total expenses increased $2.4 million during the three months ended June 30, 2026, which primarily reflects:

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Removed paragraphs (33)

Previous report

The following table sets forth a reconciliation of net (loss) income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

(1)Includes the following items for the three months ended March 31, 2026 and 2025: (i) depreciation and amortization expense of $50,691 and $25,012, (ii) capitalized contract costs amortization of $1,233 and $1,233 and (iii) amortization of other comprehensive income of $(10,236) and $(1,588), respectively.

Previous report

(4) Includes the following items for the three months ended March 31, 2026 and 2025: (i) equity-based compensation expense of $1,772 and $138, (ii) provision for income taxes of $66 and $104, (iii) interest expense of $4,052 and $3,940, (iv) depreciation and amortization expense of $3,331 and $3,069, (v) acquisition and transaction expenses of $15 and $1, (vi) interest and other costs on pension and OPEB liabilities of $— and $(2), (vii) asset impairment charges of $— and $19, (viii) losses on the modification or extinguishment of debt of $1,489 and $2, (ix) dividends and accretion of redeemable preferred stock of $175 and $— and (x) other non-recurring items of $6 and $61, respectively.

Previous report

Power revenues increased $29.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous report

Gas revenues increased $14.8 million due to the acquisition of Long Ridge Energy & Power LLC in February 2025.

Previous report

Operating expenses increased $53.3 million which primarily reflects:

Previous report

Total other expense increased $212.2 million during the three months ended March 31, 2026 primarily due to:

Previous report

Net loss increased $247.4 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Previous report

Adjusted EBITDA decreased $84.6 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Previous report

The following table sets forth a reconciliation of net (loss) income attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

Total revenues increased $42.4 million during the three months ended March 31, 2026 primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads.

Previous report

Total expenses increased $39.7 million during the three months ended March 31, 2026, which primarily reflects:

Previous report

•an increase in operating expenses of $23.8 million due to the completed acquisition and consolidation of Wheeling in December 2025;

Previous report

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

(1) Includes the following items for the three months ended March 31, 2026 and 2025: (i) depreciation and amortization expense of $11,987 and $11,240 and (ii) capitalized contract costs amortization of $1,233 and $1,233, respectively.

Previous report

(2) Includes the following items for the three months ended March 31, 2026 and 2025: (i) equity-based compensation expense of $1,679 and $118, (ii) provision for income taxes of $49 and $98, (iii) interest expense of $3,761 and $3,849, (iv) depreciation and amortization expense of $3,062 and $2,889 and (v) losses on the modification or extinguishment of debt of $1,489 and $2, respectively.

Previous report

Total revenues increased $7.9 million during the three months ended March 31, 2026 due to an increase in average crude product throughput volumes.

Previous report

Total expenses increased $8.5 million during the three months ended March 31, 2026, which primarily reflects:

Previous report

•an increase in operating expenses of $7.7 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity; and

Previous report

Adjusted EBITDA increased $6.5 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Previous report

The following table sets forth a reconciliation of net loss attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

(2) Includes the following items for the three months ended March 31, 2026 and 2025: (i) equity-based compensation expense of $73 and $18, (ii) provision for income taxes of $— and $1, (iii) interest expense of $90 and $90, (iv) depreciation and amortization expense of $119 and $149, (v) asset impairment charges of $— and $19 and (vi) other non-recurring items of $— and $61, respectively.

Previous report

The following table sets forth a reconciliation of net (loss) income attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

(1) Includes the following items for the three months ended March 31, 2026 and 2025: (i) depreciation and amortization expense of $16,376 and $6,090 and (ii) amortization of other comprehensive income of $(10,236) and $(1,588), respectively.

Previous report

(3) Includes the following items for the three months ended March 31, 2026 and 2025: (i) equity-based compensation expense of $13 and $—, (ii) interest expense of $194 and $—, (iii) depreciation and amortization expense of $50 and $—, (iv) acquisition and transaction expenses of $7 and $— and (v) changes in fair value of non-hedge derivative instruments of $(4) and $—, respectively.

Previous report

Total expenses increased $31.5 million during the three months ended March 31, 2026, which primarily reflects:

Previous report

•an increase in depreciation and amortization expense of $10.3 million related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge during February 2025.

Previous report

Total other expense increased $146.0 million during the three months ended March 31, 2026, which reflects:

Previous report

Adjusted EBITDA decreased $111.7 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Previous report

The following table sets forth a reconciliation of net income (loss) attributable to stockholders to Adjusted EBITDA, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

Adjusted EBITDA increased $1.8 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Previous report

The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Previous report

Adjusted EBITDA decreased $0.7 million during the three months ended March 31, 2026 primarily due to the changes noted above.
Reworded paragraphs (52)

Previous wording

We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of March 31, 2026, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $820.1 million.

Current wording

We expect to continue to invest in such market sectors, and pursue additional investment opportunities in other infrastructure businesses and assets we believe to be attractive and meet our investment objectives. Our team focuses on acquiring a diverse group of long-lived assets or operating businesses that provide mission-critical services or functions to infrastructure networks and typically have high barriers to entry, strong margins, stable cash flows and upside from earnings growth and asset appreciation driven by increased use and inflation. We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities. As of June 30, 2026, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $638.3 million.

Previous wording

Adjusted EBITDA is defined as net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, 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 debt and 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 OPEB liabilities, dividends and accretion of redeemable 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.

Current wording

(losses) on the modification or extinguishment of debt and 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 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.

Previous wording

We believe that net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile

Current wording

We believe that net income (loss) attributable to common stockholders, as defined by U.S. GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to common stockholders as determined in accordance with U.S. GAAP. Segment information for prior periods has been recast to conform to the current period presentation of net income (loss) attributable to common stockholders.

Previous wording

(2)Includes the following items for the three months ended March 31, 2026 and 2025: (i) net (loss) income of $(518) and $6,578, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (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 and (vii) other non-recurring items of $— and $1, respectively.

Current wording

(2)Includes the following items for the three months ended June 30, 2026 and 2025: net loss of $(560) and $(100), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) net (loss) income of $(1,078) and $6,478, (ii) interest expense of $— and $7,648, (iii) depreciation and amortization expense of $— and $2,884, (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 and (vii) other non-recurring items of $— and $1, respectively.

Previous wording

(3) Includes the following items for the three months ended March 31, 2026: (i) Railroad severance and integration expenses of $1,471 and (ii) unrealized loss on investment of $1,190. Includes the following items for the three months ended March 31, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

Current wording

(4) Includes the following items for the three months ended June 30, 2026: Railroad severance and integration expenses of $857. Includes the following item for the three months ended June 30, 2025: Railroad severance expense of $298. Includes the following items for the six months ended June 30, 2026: (i) Railroad severance and integration expenses of $2,328 and (ii) unrealized loss on investment of $1,190. Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385 and (iii) Railroad severance expense of $298.

Previous wording

Total revenues increased $92.2 million due to higher revenues of $44.7 million in the Power and Gas segment, $42.4 million in the Railroad segment and $7.9 million in the Jefferson Terminal segment, offset by lower revenues of $2.6 million in the Repauno segment.

Current wording

Total revenues increased $64.5 million due to higher revenues of $7.0 million in the Power and Gas segment, $50.0 million in the Railroad segment, $2.7 million in the Jefferson Terminal segment, $2.5 million in the Repauno segment and $2.2 million in the Corporate and Other segment.

Previous wording

Terminal services revenues increased $5.6 million primarily due to an increase in average refined product throughput volumes in the Jefferson Terminal segment, offset by lower volumes stemming from the terminal’s current butane contract compared to the prior period contract that ended in March 2025 in the Repauno segment.

Current wording

Terminal services revenues increased $5.5 million primarily due to an increase in average refined and ammonia product throughput volumes in the Jefferson Terminal segment, as well as higher volumes stemming from the terminal’s current butane contract compared to when the contract initially commenced in April 2025 in the Repauno segment.

Previous wording

Rail revenues increased $40.1 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads in the Railroad segment.

Current wording

Rail revenues increased $86.6 million primarily due to the completed acquisition and consolidation of Wheeling in December 2025 and increased carloads in the Railroad segment.

Previous wording

•an increase of $23.8 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025.

Current wording

•an increase of $29.2 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025.

Previous wording

Depreciation and amortization increased $25.7 million primarily due to additional assets at Long Ridge Energy & Power LLC after the acquisition in February 2025 and additional assets at the Railroad segment after the acquisition of Wheeling in December 2025.

Current wording

Depreciation and amortization increased $5.5 million primarily due to additional assets at the Railroad segment after the acquisition of Wheeling in December 2025; partially offset by assets held for sale in the Power and Gas segment.

Previous wording

Total expenses increased $82.3 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) acquisition and transaction expenses.

Current wording

Total expenses increased $186.6 million, primarily due to increases in (i) operating expenses, (ii) depreciation and amortization, (iii) acquisition and transaction expenses and (iv) asset impairment.

Previous wording

•an increase of $21.5 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

Current wording

•an increase of $30.4 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment;

Previous wording

•an increase of $7.7 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity at Jefferson Terminal; and

Current wording

•an increase of $9.4 million primarily due to costs associated with stock-based compensation and costs associated with increased terminal throughput activity at Jefferson Terminal; and

Previous wording

Acquisition and transaction expenses increased $3.3 million primarily due to (i) an increase in legal and consulting fees in the Railroad segment related to the acquisition of Wheeling in December 2025 and (ii) costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition in the Corporate and Other segment.

Current wording

Acquisition and transaction expenses increased $0.6 million primarily due to (i) an increase in legal and consulting fees in the Railroad segment related to the acquisition of Wheeling in December 2025 and Tidewater in June 2026 and (ii) costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition in the Corporate and Other segment.

Previous wording

•an increase in loss on modification or extinguishment of debt of $45.9 million due to loss on extinguishment of the Bridge Loan Credit Agreement in the Corporate and Other segment and the June 2025 Jefferson Credit Agreement in the Jefferson Terminal segment;

Current wording

•an increase in loss on modification or extinguishment of debt of $43.4 million due to loss on extinguishment of the Bridge Loan Credit Agreement and loss on modification related to legal fees incurred in connection with the upsize of the Term Loan in the Corporate and Other segment, as well as loss on extinguishment from the June 2025 Jefferson Credit Agreement in the Jefferson Terminal segment;

Previous wording

•an increase in interest expense of $39.4 million primarily due to an increase in the average outstanding debt of approximately $1.4 billion which primarily consists of (i) $697.8 million for the Corporate Bridge Loan, (ii) $350.4 million for the Series 2025 Bonds, (iii) $392.3 million for Long Ridge Energy & Power LLC debt and (iv) $50.0 million for the RailCo Revolver; and

Current wording

•an increase in interest expense of $85.7 million primarily due to an increase in the average outstanding debt of approximately $1.2 billion which primarily consists of (i) $732.9 million for the Bridge Loan Credit Agreement, (ii) $234.5 million for the Series 2025 Bonds, (iii) $196.2 million for Long Ridge Energy & Power LLC debt and (iv) $50.0 million for the RailCo Revolver;

Previous wording

•an increase of $5.8 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition, offset by a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC.

Current wording

•an increase of $4.4 million in equity in losses of unconsolidated entities primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition, offset by a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC.

Previous wording

Provision for income taxes increased $45.0 million during the three months ended March 31, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current wording

Provision for income taxes increased $12.5 million and $32.5 million during the three and six months ended June 30, 2026, respectively, primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025, offset by assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter.

Previous wording

(2) Includes the following items for the three months ended March 31, 2026 and 2025: (i) equity-based compensation expense of $2 and $2, (ii) provision for income taxes of $16 and $5, (iii) interest expense of $7 and $1, (iv) depreciation and amortization expense of $92 and $31, (v) acquisition and transaction expenses of $8 and $1, (vi) interest and other costs on pension and OPEB liabilities of $— and $(2), (vii) dividends and accretion of redeemable preferred stock of $175 and $—, (viii) changes in fair value of non-hedge derivative instruments of $4 and $— and (ix) other non-recurring items of $6 and $—, respectively.

Current wording

(2) Includes the following items for the three months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $3 and $2, (ii) provision for income taxes of $20 and $5, (iii) interest expense of $12 and $1, (iv) depreciation and amortization expense of $126 and $31, (v) acquisition and transaction expenses of $11 and $17, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $(1), (vii) dividends and accretion of redeemable preferred stock of $216 and $—, (viii) changes in fair value of non-hedge derivative instruments of $1 and $— and (ix) other non-recurring items of $7 and $2, respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) equity-based compensation expense of $5 and $4, (ii) provision for income taxes of $36 and $10, (iii) interest expense of $19 and $2, (iv) depreciation and amortization expense of $218 and $62, (v) acquisition and transaction expenses of $19 and $18, (vi) interest and other costs on pension and OPEB liabilities of $(2) and $(3), (vii) asset impairment charges of $— and $27, (viii) dividends and accretion of redeemable preferred stock of $391 and $—, (ix) changes in fair value of non-hedge derivative instruments of $5 and $— and (x) other non-recurring items of $13 and $2, respectively.

Previous wording

•an increase in acquisition and transaction costs of $1.5 million related to the completed acquisition and consolidation of Wheeling in December 2025; and

Current wording

•an increase in acquisition and transaction costs of $1.2 million related to the completed acquisition and consolidation of Wheeling in December 2025 and Tidewater in June 2026; and

Previous wording

•an increase in depreciation and amortization expense of $14.4 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025.

Current wording

•an increase in depreciation and amortization expense of $28.9 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025; offset by

Previous wording

Total other expense increased $2.1 million during the three months ended March 31, 2026 which primarily reflects an increase in interest expense on the RailCo Revolver taken in November 2025.

Current wording

Total other expense increased $1.6 million and $3.7 million during the three and six months ended June 30, 2026, respectively, which primarily reflects an increase in interest expense on the RailCo Revolver taken in November 2025.

Previous wording

Adjusted EBITDA increased $20.3 million during the three months ended March 31, 2026 primarily due to the activity noted above.

Current wording

Adjusted EBITDA increased $21.7 million and $42.0 million during the three and six months ended June 30, 2026, respectively, primarily due to the activity noted above.

Previous wording

Total other expense increased $6.0 million during the three months ended March 31, 2026, which primarily reflects an increase in loss on modification or extinguishment of debt of $6.4 million related to a current quarter loss on extinguishment of the June 2025 Jefferson Credit Agreement.

Current wording

Total other expense increased $3.6 million during the six months ended June 30, 2026, which primarily reflects an increase in loss on modification or extinguishment of debt of $5.7 million related to a current year loss on extinguishment associated with the June 2025 Jefferson Credit Agreement, offset by (i) a decrease in interest expense of $2.8 million driven by fewer current year borrowings and (ii) a decrease in other income of $0.6 million from the interest on funds from the Series 2024 Bonds.

Previous wording

(1) Includes the following items for the three months ended March 31, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

Current wording

(1) Includes the following items for the six months ended June 30, 2025: (i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

Previous wording

Total revenues decreased $2.6 million during the three months ended March 31, 2026 primarily due to lower volumes stemming from the terminal’s current butane contract compared to the prior period contract that ended in March 2025.

Current wording

Total revenues increased $2.5 million during the three months ended June 30, 2026, primarily due to higher volumes stemming from the terminal’s current butane contract compared to when the contract initially commenced in April 2025.

Previous wording

Adjusted EBITDA decreased $0.9 million during the three months ended March 31, 2026 primarily due to the changes noted above.

Current wording

Total expenses decreased $0.9 million during the three months ended June 30, 2026, which primarily reflects:

Previous wording

Total other expense decreased $0.6 million during the three months ended March 31, 2026, which primarily reflects an increase in other income of $1.1 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $0.4 million related to additional borrowings under the Series 2025 Bonds and DRP DB Term Loan in May 2025.

Current wording

Total other expense decreased $3.4 million during the six months ended June 30, 2026, which primarily reflects (i) a decrease in loss on modification or extinguishment of debt of $3.3 million from the prior year payoff of the DRP Revolver and March 2025 Credit Agreement, and (ii) an increase in other income of $1.9 million from the interest on the Series 2025 Bond funds, partially offset by an increase in interest expense of $1.8 million related to additional borrowings under the Series 2025 Bonds and DRP DB Term Loan in May 2025.

Previous wording

(2) Includes the following items for the three months ended March 31, 2026 and 2025: (i) net income of $— and $10,576, (ii) interest expense of $— and $6,352, (iii) depreciation and amortization expense of $— and $2,185, (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 and (vii) other non-recurring items of $— and $1, respectively.

Current wording

(2)Includes the following items for the six months ended June 30, 2025: (i) net income of $10,576, (ii) interest expense of $6,352, (iii) depreciation and amortization expense of $2,185, (iv) acquisition and transaction expenses of $201, (v) changes in fair value of non-hedge derivative instruments of $(12,822), (vi) equity method basis adjustments of $10 and (vii) other non-recurring items of $1.

Previous wording

Total revenues increased $44.7 million during the three months ended March 31, 2026 primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025.

Current wording

Total revenues increased $7.0 million and $51.8 million during the three and six months ended June 30, 2026, respectively, primarily due to an increase in power plant revenue as well as an increase in gas revenues as a result of the acquisition of 100% of Long Ridge in February 2025.

Previous wording

•an increase in operating expenses of $21.5 million primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025; and

Current wording

•an increase in operating expenses of $30.4 million, primarily related to increased Ohio GasCo LLC and Long Ridge West Virginia LLC well operations, increased legal expenses and full inclusion of operating expenses after the acquisition of 100% of Long Ridge in February 2025.

Previous wording

•an increase in interest expense of $14.6 million related to interest expense on the Long Ridge debt that is now consolidated;

Current wording

•an increase in interest expense of $14.9 million related to interest expense on the Long Ridge debt that is now consolidated;

Previous wording

•a decrease in equity in earnings of unconsolidated entities of $10.6 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of

Current wording

•a decrease in equity in earnings of unconsolidated entities of $10.6 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net earnings in the prior year that were not recognized in the current quarter since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition.

Previous wording

Benefit from income taxes decreased $42.5 million during the three months ended March 31, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025.

Current wording

Benefit from income taxes increased $15.0 million during the three months ended June 30, 2026 primarily due to assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter. Benefit from income taxes decreased $27.5 million during the six months ended June 30, 2026 primarily due to the partial release of the valuation allowance in connection with the acquisition of Long Ridge Energy & Power LLC in February 2025, offset by assets being classified as held for sale at Long Ridge Energy & Power LLC in the current quarter.

Previous wording

(1) Includes the following items for the three months ended March 31, 2026 and 2025: (i) net loss of $(518) and $(3,948), (ii) interest expense of $— and $1,284 and (iii) depreciation and amortization expense of $— and $699, respectively.

Current wording

(1) Includes the following items for the three months ended June 30, 2026 and 2025: net loss of $(560) and $(100), respectively. Includes the following items for the six months ended June 30, 2026 and 2025: (i) net loss of $(1,078) and $(4,048), (ii) interest expense of $— and $1,284 and (iii) depreciation and amortization expense of $— and $699, respectively.

Previous wording

Total other income increased $5.2 million during the three months ended March 31, 2026, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Current wording

Total other expense decreased $1.3 million and $6.6 million during the three and six months ended June 30, 2026, respectively, which reflects changes in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC.

Previous wording

(1) Includes the following items for the three months ended March 31, 2026 and 2025: (i) net loss of $— and $(50) and (ii) interest expense of $— and $12, respectively.

Current wording

(1) Includes the following items for the six months ended June 30, 2025: (i) net loss of $(50) and (ii) interest expense of $12.

Previous wording

(2) Includes the following items for the three months ended March 31, 2026: unrealized loss on investment of $1,190.

Current wording

(3) Includes the following items for the six months ended June 30, 2026: Unrealized loss on investment of $1,190.

Previous wording

(3) Includes the following items for the three months ended March 31, 2026 and 2025: (i) equity-based compensation expense of $5 and $—, (ii) provision for income taxes of $1 and $— and (iii) depreciation and amortization expense of $8 and $—, respectively.

Current wording

(4) Includes the following items for the three months ended June 30, 2026: (i) equity-based compensation expense of $5 and (ii) depreciation and amortization expense of $8. Includes the following items for the six months ended June 30, 2026: (i) equity-based compensation expense of $10, (ii) provision for income taxes of $1 and (iii) depreciation and amortization expense of $16.

Previous wording

Total expenses increased $3.2 million during the three months ended March 31, 2026, which primarily reflects an increase in acquisition and transaction expenses of $2.4 million primarily due to costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition.

Current wording

•an increase in acquisition and transaction expenses of $1.1 million primarily due to costs incurred with debt refinancing activities and professional fees related to the Wheeling acquisition.

Showing the first 40 of 52 pairs. Open the source sections for the rest.

Rearranged current paragraphs (9)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Total expenses increased $104.3 million primarily due to increases in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment.

Current report — wording carried from elsewhere

•an increase of $1.7 million primarily due to costs associated with increased terminal throughput activity at Jefferson Terminal; and

Current report — wording carried from elsewhere

•an increase of $53.0 million in the Railroad segment mainly due to the full inclusion of operating expenses of Wheeling after the acquisition in December 2025.

Current report — wording carried from elsewhere

Depreciation and amortization increased $31.2 million primarily due to additional assets at the Railroad segment after the acquisition of Wheeling in December 2025.

Current report — wording carried from elsewhere

•an increase in interest expense of $46.3 million primarily due to an increase in the average outstanding debt of approximately $886.5 million which primarily consists of (i) $768.0 million for the Bridge Loan Credit Agreement and (ii) $118.6 million for the Series 2025 Bonds; partially offset by

Current report — wording carried from elsewhere

•a decrease of $1.4 million in equity in losses of unconsolidated entities primarily due a decrease in equity in losses of unconsolidated entities in the Sustainability and Energy Transition segment due to lower operating losses at GM-FTAI Holdco LLC.

Current report — wording carried from elsewhere

•an increase in depreciation and amortization expense of $14.5 million related to depreciation expense on Wheeling assets due to the completed acquisition and consolidation in December 2025; partially offset by

Current report — wording carried from elsewhere

•an increase in depreciation and amortization of $1.5 million due to additional assets being placed into service.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S. GAAP.

Previous report — wording carried elsewhere

(1) Includes the following items for the three months ended March 31, 2026: Railroad severance and integration expenses of $1,471.

Previous report — wording carried elsewhere

Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup was recorded after the acquisition.