FTAI Infrastructure Inc.

Previous wording

International, political, and economic factors, events and conditions and the potential for worsening economic conditions or economic downturn, including as a result of recent geopolitical events, including the war among Israel, America, Iran and other Middle Eastern nations and the related closure and blockade of the Strait of Hormuz and attacks on vessels in the Red Sea, and changing trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, trade wars, barriers or restrictions, or threats of such actions, may affect the volatility of fuel prices and supplies. Weather can also affect fuel supplies and limit domestic refining capacity. A severe shortage of, or disruption to, domestic fuel supplies could have a material adverse effect on our results of operations, financial condition, and liquidity. In addition, lower fuel prices could have a negative impact on commodities we process and transport, such as crude oil and petroleum products, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

Current wording

International, political, and economic factors, events and conditions and the potential for worsening economic conditions or economic downturn, including as a result of recent geopolitical events, including the war among Israel, America, Iran and other Middle Eastern nations and the related closure and blockade of the Strait of Hormuz and attacks on vessels in the Red Sea, and changing trade policies and tariffs, including related uncertainty or the imposition of modified or additional tariffs, trade wars, barriers or restrictions, or threats of such actions, may affect the volatility of fuel prices and supplies. In addition, the acquired assets in our proposed Transaction to acquire USDG may subject our business to a variety of trade-related actions, including the imposition of tariffs on imports from Canada or bans on imports of certain Canadian products into the United States. Future crude price differentials between Canadian crude oil relative to prices in the U.S. Gulf Coast are uncertain and changes in the crude oil differentials could have a material adverse effect on the Company’s business following the completion of our proposed Transaction to acquire USDG. Further, the shipment of crude oil from USDG’s Canada DRUbit site may be subject to limits on rail transportation capacity into the Beaumont refiner hub and USDG’s Port Arthur site in Port Arthur, Texas. Weather can also affect fuel supplies and limit domestic refining capacity. A severe shortage of, or disruption to, domestic fuel supplies could have a material adverse effect on our results of operations, financial condition, and liquidity. In addition, lower fuel prices could have a negative impact on commodities we process and transport, such as crude oil and petroleum products, which could have a material adverse effect on our results of operations, financial condition, and liquidity.

Previous wording

In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the Long Ridge Acquiom Loan, the RailCo Revolver and the Term Loan Credit Agreement) and the Series A Preferred Stock - RailCo and the Series A Warrants - RailCo include restrictive covenants that may materially limit our, or our subsidiaries’, ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios. See “Description of Indebtedness” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022 and Exhibits 10.11, 10.14 and 10.15 included herein.

Current wording

In addition, certain other debt instruments (including the Series 2020A Bonds, Series 2021 Bonds and Series 2024 Bonds, the EB-5 loan agreements, the Long Ridge Acquiom Loan, the DRP DB Term Loan, the RailCo Revolver and the Term Loan Credit Agreement) and the Series A Preferred Stock - RailCo and the Series A Warrants - RailCo include restrictive covenants that may materially limit our, or our subsidiaries’, ability to repay other debt or require us to achieve and maintain compliance with specified financial ratios. See “Description of Indebtedness” in the Information Statement filed with the SEC on Form 8-K on July 15, 2022 and Exhibits 10.11, 10.14 and 10.15 included herein.

Previous wording

We earned approximately 23% of total revenues for both the three and six months ended June 30, 2026 from one customer in the Railroad segment. Additionally, we earned approximately 8% of total revenues for both the three and six months ended June 30, 2026 from one customer in the Jefferson Terminal segment. We earned approximately 32% and 36%, respectively, of total revenues for the three and six months ended June 30, 2025 from one customer in the Railroad segment. Additionally, we earned approximately 11% of total revenues for both the three and six months ended June 30, 2025, from one customer in the Jefferson Terminal segment. As of June 30, 2026, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 33% of total accounts receivable, net. As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 41% of total accounts receivable, net.

Current wording

We earned approximately 20% and 22%, respectively, of total revenues for the three and nine months ended September 30, 2026 from one customer in the Railroad segment. Additionally, we earned approximately 7% of total revenues for both the three and nine months ended September 30, 2026 from one customer in the Jefferson Terminal segment. We earned approximately 29% and 33%, respectively, of total revenues for the three and nine months ended September 30, 2025 from one customer in the Railroad segment. Additionally, we earned approximately 10% of total revenues for both the three and nine months ended September 30, 2025, from one customer in the Jefferson Terminal segment. As of September 30, 2026, accounts receivable from two customers within the Jefferson Terminal and Railroad segments represented 35% of total accounts receivable, net. As of December 31, 2025, accounts receivable from three customers within the Jefferson Terminal and Railroad segments represented 41% of total accounts receivable, net.

Previous wording

Our officers and other individuals who perform services for us (other than Jefferson Terminal, Repauno, Long Ridge, Transtar, Wheeling, Clean Planet, FYX, and CarbonFree employees) are employees of our Manager or other Fortress entities. We are completely reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies, to conduct our business. We are subject to the risk that our Manager will terminate the Management Agreement and that we will not be able to find a suitable replacement for our Manager in a timely manner, at a reasonable cost, or at all. Furthermore, we are dependent on the services of certain key employees of our Manager and certain key employees of Fortress entities whose compensation is partially or entirely dependent upon the amount of management fees earned by our Manager and whose continued service is not guaranteed, and the loss of such personnel or services could materially adversely affect our operations. We do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us. An inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business.

Current wording

Our officers and other individuals who perform services for us (other than Jefferson Terminal, Repauno, Long Ridge, Transtar, Wheeling, Tidewater, Clean Planet, FYX, ECM, TimberHP and CarbonFree employees) are employees of our Manager or other Fortress entities. We are completely reliant on our Manager, which has significant discretion as to the implementation of our operating policies and strategies, to conduct our business. We are subject to the risk that our Manager will terminate the Management Agreement and that we will not be able to find a suitable replacement for our Manager in a timely manner, at a reasonable cost, or at all. Furthermore, we are dependent on the services of certain key employees of our Manager and certain key employees of Fortress entities whose compensation is partially or entirely dependent upon the amount of management fees earned by our Manager and whose continued service is not guaranteed, and the loss of such personnel or services could materially adversely affect our operations. We do not have key man insurance for any of the personnel of the Manager or other Fortress entities that are key to us. An inability to find a suitable replacement for any departing employee of our Manager or Fortress entities on a timely basis could materially adversely affect our ability to operate and grow our business.

Previous wording

Affiliates of and entities managed by our Manager are primarily engaged in the infrastructure and energy business and invest in, and actively manage, portfolios of infrastructure and energy investments and other assets. Affiliates of and entities managed by our Manager are not restricted in any manner from competing with us. After the spin-off, affiliates of and entities managed by our

Current wording

Affiliates of and entities managed by our Manager are primarily engaged in the infrastructure and energy business and invest in, and actively manage, portfolios of infrastructure and energy investments and other assets. Affiliates of and entities managed by our Manager are not restricted in any manner from competing with us. After the spin-off, affiliates of and entities managed by our Manager may decide to invest in the same types of assets that we invest in. Furthermore, certain of our directors and officers are the same as certain of our Manager’s affiliates. See “—Risks Related to Our Manager—There are conflicts of interest in our relationship with our Manager.”

Previous wording

We share certain key directors with FTAI, which means those officers do not devote their full time and attention to our affairs and the overlap may give rise to conflicts.

Current wording

We share certain key directors with FTAI, which may give rise to conflicts.

Previous wording

Wheeling earned approximately 5% of its total revenues for the six months ended June 30, 2026 from one customer. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for Wheeling’s services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from these customers may fluctuate from time to time, which may be affected by market conditions or other factors, some of which may be outside of our control. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, or undergo material management or ownership changes, Wheeling could be pressured to reduce the prices it charges for its services or could lose a major customer. Any such development could have a significant adverse impact on the business and financial condition of the Company.

Current wording

Wheeling earned approximately 5% of its total revenues for the nine months ended September 30, 2026 from one customer. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. It is not possible for us to predict the future level of demand for Wheeling’s services that will be generated by these customers or the future demand for the products and services of these customers in the end-user marketplace. In addition, revenues from these customers may fluctuate from time to time, which may be affected by market conditions or other factors, some of which may be outside of our control. If any of these customers experience declining or delayed sales due to market, economic or competitive conditions, or undergo material management or ownership changes, Wheeling could be pressured to reduce the prices it charges for its services or could lose a major customer. Any such development could have a significant adverse impact on the business and financial condition of the Company.

Previous wording

The completion of the Long Ridge sale is subject to a number of conditions, including, among others, the receipt of the requisite regulatory approvals, which make the completion of the Long Ridge sale and timing thereof uncertain. Also, either Buyer or the Company may terminate the Agreement if the Long Ridge sale has not been consummated by November 30, 2026 (subject to an automatic extension in certain circumstances), except that this right to terminate the Agreement will not be available to any party whose breach or violation of the representations, warranties or covenants set forth in the Agreement would prevent the satisfaction of the conditions to the closing of the Long Ridge sale set forth in the Agreement.

Current wording

The completion of the Long Ridge sale is subject to a number of conditions, which make the completion of the Long Ridge sale and timing thereof uncertain. Also, either Buyer or the Company may terminate the Agreement if the Long Ridge sale has not been consummated by November 30, 2026 (subject to an automatic extension in certain circumstances), except that this right to terminate the Agreement will not be available to any party whose breach or violation of the representations, warranties or covenants set forth in the Agreement would prevent the satisfaction of the conditions to the closing of the Long Ridge sale set forth in the Agreement.