FIP / FTAI Infrastructure Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

CREDIT AGREEMENT FTAI INFRASTRUCTURE INC., as the Borrower, The Guarantors from time to time party hereto, The Several Lenders from time to time party hereto BARCLAYS BANK PLC, as Administrative Agent, Dated as of August 25, 2025 BARCLAYS BANK PLC, D

Exhibit 10.1 Execution Version CREDIT AGREEMENT among FTAI INFRASTRUCTURE INC., as the Borrower, The Guarantors from time to time party hereto, The Several Lenders from time to time party hereto and BARCLAYS BANK PLC, as Administrative Agent, Dated as of August 25, 2025 BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., and MORGAN STANLEY SENIOR FUNDING, INC. as Joint Lead Arrangers and Joint Bookr

VOTING TRUST AGREEMENT

Exhibit 9.1 Execution Version VOTING TRUST AGREEMENT THIS VOTING TRUST AGREEMENT (“Trust Agreement”), dated as of August 25, 2025, by and among FIP RR Holdings LLC (“FIP RR Holdings” or “Buyer”) and John Giles (“Trustee” and, together with FIP RR Holdings, the “Parties” and each a “Party”). WITNESSETH: WHEREAS, it is intended that pursuant to and upon the terms and conditions set forth in that cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 FTAI INFRASTRUCTU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissio

WARRANT AGREEMENT Relating to the Purchase of Common Units of FIP RR HOLDINGS LLC Dated as of August 25, 2025

Exhibit 10.3 EXECUTION VERSION THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER MATTERS AS SET FORTH IN THE LLC AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH MAY

Amended and Restated Limited Liability Company Agreement FIP RR Holdings LLC August 25, 2025 THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 193

Exhibit 10.2 EXECUTION VERSION Amended and Restated Limited Liability Company Agreement of FIP RR Holdings LLC August 25, 2025 THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-41370 CUSIP Number 35953C106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Second Quarter 2025 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, August 7, 2025 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the second quarter 2025. The Company’s consolidated comparative financial statements and key perfo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2025 FTAI INFRASTRUCTUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 7, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 FTAI INFRASTRUCTUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

STOCK PURCHASE AGREEMENT

Exhibit 10.1 Execution Version STOCK PURCHASE AGREEMENT dated as of August 6, 2025 by and between PERCY ACQUISITION LLC and WLE MANAGEMENT PARTNERS, L.P. TABLE OF CONTENTS Page ARTICLE 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 16 ARTICLE 2 Purchase and Sale 17 Section 2.01 Purchase and Sale 17 Section 2.02 Purchase Price 17 Section 2.0

FTAI Infrastructure Inc. Announces Agreement to Acquire the Wheeling & Lake Erie Railway Company

Exhibit 99.1 FTAI Infrastructure Inc. Announces Agreement to Acquire the Wheeling & Lake Erie Railway Company August 6, 2025 NEW YORK, Aug. 06, 2025 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FIP”) announced today that it has agreed to purchase The Wheeling Corporation, owner of the Wheeling & Lake Erie Railway Company (the “W&LE”), for cash consideration of $1.05

CREDIT AGREEMENT DRP URBAN RENEWAL 4, LLC as the Borrower, DELAWARE RIVER PARTNERS LLC, as DRP, The Several Lenders from Time to Time Party Hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as S

Exhibit 10.4 Execution Version CREDIT AGREEMENT among DRP URBAN RENEWAL 4, LLC as the Borrower, DELAWARE RIVER PARTNERS LLC, as DRP, The Several Lenders from Time to Time Party Hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Sole Lead Arranger and Sole Bookrunner and as Issuing Bank Dated as of May 28, 2025 TABLE OF CONTENTS Page SEC

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,

Exhibit 10.3 MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING THIS DOCUMENT SERVES AS A FIXTURE FILING UNDER THE NEW JERSEY UNIFORM COMMERCIAL CODE, N.J.S.A. §§ 12A:9-101, ET SEQ. THE COLLATERAL IS WITHIN THE SCOPE OF THE NEW JERSEY UNIFORM COMMERCIAL CODE, PURSUANT TO N.J.S.A. §§ 12A:9-102 AND 12A:9-109. THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTUR

COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT

Exhibit 10.1 Execution Version COLLATERAL AGENCY, INTERCREDITOR AND ACCOUNTS AGREEMENT dated as of May 28, 2025 by and among REPAUNO FINANCING HOLDCO LLC, a Delaware limited liability company, DELAWARE RIVER PARTNERS LLC, a Delaware limited liability company, DRP URBAN RENEWAL 1, LLC, a New Jersey limited liability company, DRP URBAN RENEWAL 2, LLC, a New Jersey limited liability company, DRP URBA

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 28, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizatio

NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY DRP URBAN RENEWAL 4, LLC LEASE AGREEMENT Dated May 28, 2025

Exhibit 10.2 Execution Version NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY AND DRP URBAN RENEWAL 4, LLC LEASE AGREEMENT Dated May 28, 2025 The interest of the New Jersey Economic Development Authority in the Company Sublease (as defined herein) and all amounts receivable under this Lease Agreement (except the Payment Rights (as defined herein) of the New Jersey Economic Development Authority, the ri

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission F

FTAI INFRASTRUCTURE INC. 1345 Avenue of the Americas, 45th Floor New York, NY 10105

FTAI INFRASTRUCTURE INC. 1345 Avenue of the Americas, 45th Floor New York, NY 10105 May 23, 2025 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549 Attn: Anuja Majmudar Re: FTAI Infrastructure Inc. Registration Statement on Form S-3 (File No. 333-287375) Request for Acceleration of Effective Date Ladies and Gentlemen: We re

As filed with the Securities and Exchange Commission on May 23, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 23, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE I

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizatio

As filed with the Securities and Exchange Commission on May 16, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 16, 2025 Registration No.

Calculation of Filing Fee Tables (Form Type) FTAI Infrastructure Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) FTAI Infrastructure Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or orga

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information has been prepared to illustrate the estimated effects of the acquisition of 49.9% of the limited liability company interests of Long Ridge Energy & Power LLC (“Long Ridge”), from GCM Grosvenor Inc. (“GCM”) (the “Transaction”). It sets forth: •The historical consolidated

FTAI INFRASTRUCTURE INC. UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION

Exhibit 99.3 FTAI INFRASTRUCTURE INC. UNAUDITED SUPPLEMENTAL NON-GAAP FINANCIAL INFORMATION FTAI Infrastructure Inc. (the “Company”) is furnishing the following information on the Adjusted EBITDA of Long Ridge Energy & Power LLC (“LREP”) and Pro Forma Adjusted EBITDA of the Company, in each case for the year ended December 31, 2024 (collectively, “Adjusted EBITDA”), to supplement the consolidated

Page Report of Independent Auditors 3 Consolidated Balance Sheet as of December 31, 2024 5 Consolidated Statement of Operations for the year ended December 31, 2024 6 Consolidated Statement of Comprehensive Loss for the year ended December 31, 2024 7

Exhibit 99.1 Long Ridge Energy & Power LLC Consolidated Financial Statements For the year ended December 31, 2024 1 Long Ridge Energy & Power LLC TABLE OF CONTENTS Page Report of Independent Auditors 3 Consolidated Balance Sheet as of December 31, 2024 5 Consolidated Statement of Operations for the year ended December 31, 2024 6 Consolidated Statement of Comprehensive Loss for the year ended Decem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-41370 CUSIP Number 35953C106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports First Quarter 2025 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, May 8, 2025 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the first quarter 2025. The Company’s consolidated comparative financial statements and key performanc

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 8, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organization

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 FTAI INFRASTRUCTUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

INDEMNIFICATION AGREEMENT

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of March 24, 2025 (this “Agreement”), between FTAI Infrastructure Inc., a Delaware corporation (the “Company”), and Carl Russell Fletcher IV (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or officer of the

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation ARM Investment LLC Delaware Birmingham Southern Railroad Company Alabama CFC Investment LLC Delaware CL Lender LLC Delaware Clean Planet Energy USA LLC Delaware Clean Planet Energy AL LLC Delaware Clean Planet Energy SC LLC Delaware CPE Investor LLC Delaware CPE Repauno LLC Delaware Delaware River Partners Holdco LLC Delaware Delaware River

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI INFRASTRUCTURE INC. (

FTAI INFRASTRUCTURE INC. PUBLIC COMPANY INSIDER TRADING COMPLIANCE POLICY AMENDED 2025 (THE “POLICY”)

Exhibit 19.1 FTAI INFRASTRUCTURE INC. PUBLIC COMPANY INSIDER TRADING COMPLIANCE POLICY AMENDED 2025 (THE “POLICY”) Federal and state securities laws prohibit the purchase or sale of a security on the basis of Material Nonpublic Information (defined below). These laws also prohibit the dissemination of Material Nonpublic Information to others who may use that knowledge to trade securities, also kno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-41370 CUSIP Number 35953C106 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 27, 2025 FTAI INFRASTRUC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 27, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organi

FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Fourth Quarter and Full Year 2024 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, February 27, 2025 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the fourth quarter and full year 2024. The Company’s consolidated comparative fin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commiss

PURCHASE AGREEMENT

Exhibit 2.1 PURCHASE AGREEMENT This PURCHASE AGREEMENT (this “Agreement”) is made as of February 26, 2025, by and among (i) Labor Impact Fund, L.P., a Delaware limited partnership (“LIF”), (ii) Labor Impact Feeder Fund, L.P., a Delaware limited partnership (“LIF Feeder”), (iii) Labor Impact Real Estate (Cayman) Holdings, L.P., a Cayman exempted limited partnership (“LIF Real Estate” and together w

INVESTOR RIGHTS AGREEMENT dated as of February 26, 2025 FTAI INFRASTRUCTURE INC., LABOR IMPACT FUND, L.P., LIF AIV 1, L.P., LABOR IMPACT FEEDER FUND, L.P., and LABOR IMPACT REAL ESTATE (CAYMAN) HOLDINGS, L.P. TABLE OF CONTENTS

Exhibit 10.1 INVESTOR RIGHTS AGREEMENT dated as of February 26, 2025 between FTAI INFRASTRUCTURE INC., LABOR IMPACT FUND, L.P., LIF AIV 1, L.P., LABOR IMPACT FEEDER FUND, L.P., and LABOR IMPACT REAL ESTATE (CAYMAN) HOLDINGS, L.P. TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 DEFINITIONS 1 Section 1.2 RULES OF CONSTRUCTION 7 Article II TERMINATION Section 2.1 TERM 8 Section 2.2 SURVIVAL 8 Art

SECOND CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS SERIES A SENIOR PREFERRED STOCK FTAI INFRASTRUCTURE INC. (Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 SECOND CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF SERIES A SENIOR PREFERRED STOCK OF FTAI INFRASTRUCTURE INC. (Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware) FTAI Infrastructure Inc., a Delaware corporation (hereinafter, the “Company”), does hereby certify as follows: FIRST: Section 4(b) of the Company’s Certificate of Desi

AMENDED AND RESTATED WARRANT AGREEMENT FTAI INFRASTRUCTURE INC. EQUINITI TRUST COMPANY, LLC, AS WARRANT AGENT February 26, 2025 TABLE OF CONTENTS

Exhibit 10.2 AMENDED AND RESTATED WARRANT AGREEMENT BETWEEN FTAI INFRASTRUCTURE INC. AND EQUINITI TRUST COMPANY, LLC, AS WARRANT AGENT February 26, 2025 TABLE OF CONTENTS Page SECTION 1. APPOINTMENT OF WARRANT AGENT 4 SECTION 2. ISSUANCES; EXERCISE PRICE 5 SECTION 3. FORM OF WARRANTS 5 SECTION 4. EXECUTION OF GLOBAL WARRANT CERTIFICATES 5 SECTION 5. REGISTRATION AND COUNTERSIGNATURE 6 SECTION 6. R

CERTIFICATE OF DESIGNATIONS SERIES B CONVERTIBLE JUNIOR PREFERRED STOCK FTAI INFRASTRUCTURE INC.

Exhibit 3.2 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE JUNIOR PREFERRED STOCK OF FTAI INFRASTRUCTURE INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) FTAI Infrastructure Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that the following resolution

CREDIT AGREEMENT Dated as of February 19, 2025 LONG RIDGE ENERGY LLC, as Borrower, LONG RIDGE ENERGY GENERATION LLC and OHIO GASCO LLC, as Operating Parties, VARIOUS LENDERS, CITIZENS BANK, N.A., as Administrative Agent, U.S. BANK TRUST COMPANY, NATI

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of February 19, 2025 among LONG RIDGE ENERGY LLC, as Borrower, LONG RIDGE ENERGY GENERATION LLC and OHIO GASCO LLC, as Operating Parties, VARIOUS LENDERS, CITIZENS BANK, N.A., as Administrative Agent, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Collateral Agent and MORGAN STANLEY SENIOR FUNDING, INC. as Sole Lead Arranger and Sole Bookr

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commiss

Execution Version LONG RIDGE ENERGY LLC AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 8.750% SENIOR SECURED NOTES DUE 2032 Dated as of February 19, 2025 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, U.S. BANK TRUST COMPANY, NATIONAL

Exhibit 4.1 Execution Version LONG RIDGE ENERGY LLC AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 8.750% SENIOR SECURED NOTES DUE 2032 INDENTURE Dated as of February 19, 2025 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral Agent TABLE OF CONTENTS Page Article 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Oth

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissi

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commiss

FIP / FTAI Infrastructure Inc. / FIG Buyer GP, LLC - SCHEDULE 13G, AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 sc13ga3.htm SCHEDULE 13G, AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35953C106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this

FIP / FTAI Infrastructure Inc. / Luxor Capital Partners, Lp Passive Investment

SC 13G/A 1 ftai13ga1-11142024.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35953C106 (CUSI

EX-99.A

EX-99.A 2 exa.htm EXHIBIT A Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

FIP / FTAI Infrastructure Inc. / ARES MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm2427484d1sc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTU

FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Third Quarter 2024 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, October 30, 2024 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third quarter 2024. The Company’s consolidated comparative financial statements and key perfo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 30, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organiz

FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Second Quarter 2024 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, August 2, 2024 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the second quarter 2024. The Company’s consolidated comparative financial statements and key perfo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 2, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE IN

SECOND AMENDED AND RESTATED SENIOR LOAN AGREEMENT PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS, as Port Issuer JEFFERSON 2020 BOND BORROWER LLC, as Borrower Dated as of June 1, 2024 and effective as of June 20, 2024 RELATING TO POR

Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED SENIOR LOAN AGREEMENT BETWEEN PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS, as Port Issuer and JEFFERSON 2020 BOND BORROWER LLC, as Borrower Dated as of June 1, 2024 and effective as of June 20, 2024 RELATING TO $217,870,000 PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS FACILITY REVENUE BONDS, TAXABLE S

FACILITIES LEASE AND DEVELOPMENT AGREEMENT (JEFFERSON TERMINAL SOUTH WATERFRONT LAND)

Exhibit 10.2 FACILITIES LEASE AND DEVELOPMENT AGREEMENT (JEFFERSON TERMINAL SOUTH WATERFRONT LAND) STATE OF TEXAS COUNTY OF JEFFERSON This FACILITIES LEASE AND DEVELOPMENT AGREEMENT (this “Facilities Lease”) is made and entered into as of June 1, 2024, and effective as of June 20, 2024 (the “Execution Date”), by and between the PORT OF BEAUMONT NAVIGATION DISTRICT OF JEFFERSON COUNTY, TEXAS (“Less

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 20, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizati

DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING (JTS PORT PROPERTY) JEFFERSON 2020 BOND BORROWER LLC as a Grantor JEFFERSON 2020 BOND LESSEE LLC as a Grantor KEN N. WHITLOW as Deed of Trust Trustee for the benefit of DEUTSCH

Exhibit 10.3 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND FIXTURE FILING (JTS PORT PROPERTY) From JEFFERSON 2020 BOND BORROWER LLC

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.B 3 exb.htm EXHIBIT B - JOINT FILING AGREEMENT Exhibit B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share, of FTAI Infrastructure Inc., is filed on behalf of each of the undersigned and that all subsequent amendments

FIP / FTAI Infrastructure Inc. / FIG Buyer GP, LLC - SCHEDULE 13G, AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 sc13ga2.htm SCHEDULE 13G, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35953C106 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of this State

EX-99.A

EX-99.A 2 exa.htm EXHIBIT A - IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission F

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 21, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE I

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 10, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organizatio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2024 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organization

FTAI INFRASTRUCTURE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports First Quarter 2024 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, May 7, 2024 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the first quarter 2024. The Company’s consolidated comparative financial statements and key performanc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation ARM Investment LLC Delaware Birmingham Southern Railroad Company Alabama CFC Investment LLC Delaware CL Lender LLC Delaware Clean Planet Energy USA LLC Delaware Clean Planet Energy AL LLC Delaware Clean Planet Energy SC LLC Delaware CPE Investor LLC Delaware CPE Repauno LLC Delaware Delaware River Partners Holdco LLC Delaware Delaware River

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI INFRASTRUCTURE INC. (

Exhibit 4.5

EXHIBIT 4.5 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of our common stock and certain provisions of Delaware law and our certificate of incorporation and bylaws (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) does not purport to be complete and is in all respects subject to, and are qualifi

FTAI INFRASTRUCTURE INC. CLAWBACK POLICY

Exhibit 97.1 FTAI INFRASTRUCTURE INC. CLAWBACK POLICY The Board of Directors (the “Board”) of FTAI Infrastructure Inc. (the “Company”) has determined that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company effective as of the Effective Date. 1.Definitions For purposes of this Policy, the following definitions shall

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 005-93734 CUSIP Number 35953C106 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 29, 2024 FTAI INFRASTRUCTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation or organ

FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Fourth Quarter and Full Year 2023 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, February 29, 2024 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the fourth quarter and full year 2023. The Company’s consolidated comparative fin

FIP / FTAI Infrastructure Inc. / Luxor Capital Group, LP Passive Investment

SC 13G 1 ftai13ga-020924.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35953C106 (CUSIP Numb

FIP / FTAI Infrastructure Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: FTAI Infrastructure Inc Title of Class of Securities: Common Stock CUSIP Number: 35953C106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐

FIP / FTAI Infrastructure Inc. / Fortress Investment Group LLC - SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga1.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G 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) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check

EX-99

EX-99 2 exa.htm EXHIBIT A - IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTU

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissi

FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Third Quarter 2023 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, October 26, 2023 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the third quarter 2023. The Company’s consolidated comparative financial statements and key perfo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 FTAI INFRASTRUCTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Second Quarter 2023 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, July 25, 2023 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the second quarter 2023. The Company’s consolidated comparative financial statements and key perfor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 FTAI INFRASTRUCTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 5, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission F

W I T N E S S E T H

Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”), dated as of July 5, 2023, among FTAI Infrastructure Inc., a Delaware corporation (the “Issuer”), the signatories party hereto under the heading “GUARANTORS” on the signature page hereto (the “Guarantors,” and each a “Guarantor”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as notes colla

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS SERIES A SENIOR PREFERRED STOCK FTAI INFRASTRUCTURE INC. (Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF SERIES A SENIOR PREFERRED STOCK OF FTAI INFRASTRUCTURE INC. (Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware) FTAI Infrastructure Inc., a Delaware corporation (hereinafter, the “Corporation”), does hereby certify as follows: FIRST: Section 8(a)(xi) of the Corporation’s Certificate of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 FTAI INFRASTRUCTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 FTAI INFRASTRUCTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 FTAI INFRASTRUCTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE I

FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports First Quarter 2023 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, May 2, 2023 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the first quarter 2023. The Company’s consolidated comparative financial statements and key performanc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 FTAI INFRASTRUCTURE I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-37386 FTAI INFRASTRUCTURE INC. (

DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following description of our common stock and certain provisions of Delaware law and our certificate of incorporation and bylaws (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) does not purport to be complete and is in all respects subject to, and are qualifi

Exhibit 21.1

Exhibit 21.1 Entity Name State of Incorporation/Formation ARM Investment LLC Delaware Birmingham Southern Railroad Company Alabama CFC Investment LLC Delaware CL Lender LLC Delaware Clean Planet Energy USA LLC Delaware CPE Investor LLC Delaware CPE Repauno LLC Delaware Delaware River Partners Holdco LLC Delaware Delaware River Partners LLC Delaware Delray Connecting Railroad Company Michigan DRP T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 FTAI INFRASTRUCTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

Three Months Ended December 31, 2022

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Fourth Quarter 2022 Results, Declares Dividend of $0.03 per Share of Common Stock NEW YORK, March 1, 2023 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) today reported financial results for the fourth quarter and full year 2022. The Company’s consolidated comparative financial statements

EX-99.A

EX-99.A 2 exa.htm EXHIBIT A - IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY Exhibit A FIG LLC is a registered investment adviser (IA). See Items 2(a) and 3 of the statement to which this exhibit is attached.

FIP / FTAI Infrastructure Inc / Fortress Investment Group LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35953C106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the a

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.B 3 exb.htm EXHIBIT B - JOINT FILING AGREEMENT Exhibit B JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned withou

FIP / FTAI Infrastructure Inc / ARES MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm235739d3sc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissi

FTAI Infrastructure Inc. Provides Update on Long Ridge Energy Terminal – Extended Maintenance Outage in Q4 2022; Returned to Fully Operational Status

Exhibit 99.1 FTAI Infrastructure Inc. Provides Update on Long Ridge Energy Terminal – Extended Maintenance Outage in Q4 2022; Returned to Fully Operational Status January 24, 2023 at 4:15 PM EST NEW YORK, January 24, 2023 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the “Company” or “FTAI Infrastructure”) reported its 50.1%-owned Long Ridge Energy Terminal and power plant (“Long Ridge

* * * [Signature Page Follows]

CORRESP 1 filename1.htm November 30, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alyssa Wall Re: FTAI Infrastructure Inc. Registration Statement on Form S-3 Filed November 22, 2022 File No. 333-268508 Dear Ms. Wall: Pursuant to Rule 461 under the Securities Act of 1933, as amended, FTAI Infrast

* * * [Signature Page Follows]

CORRESP 1 filename1.htm November 30, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Alyssa Wall Re: FTAI Infrastructure Inc. Registration Statement on Form S-3 Filed November 22, 2022 File No. 333-268507 Dear Ms. Wall: Pursuant to Rule 461 under the Securities Act of 1933, as amended, FTAI Infrast

Calculation of Filing Fee Table Form S-3 (Form Type) FTAI Infrastructure Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) FTAI Infrastructure Inc.

Calculation of Filing Fee Table Form S-3 (Form Type) FTAI Infrastructure Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) FTAI Infrastructure Inc.

FTAI INFRASTRUCTURE INC. INDENTURE Dated as of , U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture*

Exhibit 4.1 FTAI INFRASTRUCTURE INC. INDENTURE Dated as of , U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section ? 310 (a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 ? 311 11.01(f), 16.02 ? 312 14.02(d), 16.02 (b) 11.10, 16.02 (c) 11.10, 16.0

As Filed with the Securities and Exchange Commission on November 21, 2022.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on November 21, 2022.

As Filed with the Securities and Exchange Commission on November 21, 2022.

TABLE OF CONTENTS As Filed with the Securities and Exchange Commission on November 21, 2022.

securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ? U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2022 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commiss

EXPLANATORY NOTE

Exhibit 99.1 EXPLANATORY NOTE FTAI Infrastructure Inc. is filing this exhibit (this ?Exhibit?) to reflect changes to the presentation of its financial information as set forth in its Information Statement, as filed in Exhibit 99.1 to Form 8-K with the Securities and Exchange Commission on July 15, 2022. This Exhibit is being filed to present retrospectively revised segment reporting financial info

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTU

FTAI INFRASTRUCTURE INC. CONSOLIDATED AND COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Dollar amounts in thousands, except share and per share data)

Exhibit 99.1 PRESS RELEASE FTAI Infrastructure Inc. Reports Third Quarter 2022 Results, Declares Dividend of $0.03 per Common Share NEW YORK, November 1, 2022 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ:FIP) (the ?Company? or ?FTAI Infrastructure?) today reported financial results for the third quarter 2022. The Company?s consolidated comparative financial statements and key performance me

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2022 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41370 FTAI INFRASTRUCTURE IN

JOINT FILING AGREEMENT

Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G.

FIP / FTAI Infrastructure Inc / ARES MANAGEMENT LLC - SC 13G Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* FTAI Infrastructure Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 3

REGISTRATION RIGHTS AGREEMENT dated as of August 1, 2022 FTAI INFRASTRUCTURE INC. THE STOCKHOLDERS SET FORTH ON THE SIGNATURE PAGES TABLE OF CONTENTS

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT dated as of August 1, 2022 among FTAI INFRASTRUCTURE INC. and THE STOCKHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 DEFINITIONS 1 Section 1.2 RULES OF CONSTRUCTION 5 Article II TERMINATION Section 2.1 TERM 6 Section 2.2 SURVIVAL 6 Article III REGISTRATION RIGHTS Section 3.1 DEMAND REGISTRATION 6 Secti

W I T N E S S E T H

Exhibit 4.1 Second Supplemental Indenture (this ?Supplemental Indenture?), dated as of August 1, 2022, among FTAI Infrastructure Inc., a Delaware corporation (the ?Issuer?), the guarantors party hereto (the ?Guarantors?) and U.S. Bank Trust Company, National Association, as trustee (the ?Trustee?) and as notes collateral agent (the ?Notes Collateral Agent?). W I T N E S S E T H WHEREAS, FTAI Infra

SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC FTAI INFRASTRUCTURE INC. dated as of August 1, 2022 TABLE OF CONTENTS

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC and FTAI INFRASTRUCTURE INC. dated as of August 1, 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 5 Section 1.2 Interpretation 14 ARTICLE II THE RESTRUCTURING Section 2.1 Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Interc

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2022 FTAI INFRASTRUCTURE INC. (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission

INVESTORS’ RIGHTS AGREEMENT

Exhibit 10.6 INVESTORS? RIGHTS AGREEMENT This INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), dated as of August 1, 2022, is made by and among FTAI Infrastructure Inc., a Delaware corporation (the ?Company?), each of the Parties listed on Exhibit A hereto from time to time as an ?Investor? and any Transferees who become party hereto in accordance with this Agreement (each, an ?Investor? and, colle

FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of August 1, 2022 TABLE OF CONTENTS

Exhibit 10.4 FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of August 1, 2022 TABLE OF CONTENTS PAGE SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1 1.1 Purpose 1 1.2 Definitions 1 SECTION 2 ADMINISTRATION 4 2.1 Administration 4 2.2 Duties and Powers of Committee 5 2.3 Majority Rule 5 2.4 Delegation of Authority 5 2.5 Compensation; Professional Assistance; Good Fai

TRADEMARK LICENSE AGREEMENT

Exhibit 10.3 TRADEMARK LICENSE AGREEMENT This TRADEMARK LICENSE AGREEMENT (this ?Agreement?) is entered into as of August 1, 2022 (the ?Effective Date?), by and between Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (?Licensor?), and FTAI Infrastructure Inc., a Delaware corporation (?Licensee?). Licensor and Licensee are sometimes referred to herein

CERTIFICATE OF CONVERSION TO A CORPORATION OF FTAI INFRASTRUCTURE LLC Pursuant to Sections 103 and 265 of the General Corporation Law of the State of Delaware July 29, 2022

Exhibit 3.1 CERTIFICATE OF CONVERSION TO A CORPORATION OF FTAI INFRASTRUCTURE LLC Pursuant to Sections 103 and 265 of the General Corporation Law of the State of Delaware July 29, 2022 1. The date on which the limited liability company was first formed was the 13th day of December, 2021. 2. The name of the limited liability company immediately prior to the filing of this Certificate of Conversion

AMENDED AND RESTATED BY-LAWS FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective July 29, 2022

Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective July 29, 2022 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Stockholder Actions 1 Section 2.3 Annual Meetings 2 Section 2.4 Special Meetings 2 Section 2.5 Notice 2

[Remainder of Page Intentionally Left Blank]

Exhibit 10.7 1345 AVENUE OF THE AMERICAS 45TH FLOOR NEW YORK, NY 10105 TEL 212-798-6100 , 2022 NAME ADDRESS ADDRESS Dear TITLE/NAME, As previously announced, Fortress Transportation and Infrastructure Investors LLC (?FTAI?) has distributed all of its shares of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?) to FTAI shareholders on a one-for-one basis (the ?Distribution?). On the d

CERTIFICATE OF DESIGNATIONS SERIES A SENIOR PREFERRED STOCK FTAI INFRASTRUCTURE INC.

Exhibit 3.4 CERTIFICATE OF DESIGNATIONS OF SERIES A SENIOR PREFERRED STOCK OF FTAI INFRASTRUCTURE INC. 1. Designation. (a) Series A Preferred Stock. A total of 300,000 shares of preferred stock, par value $0.01 per share (?Preferred Stock?), of FTAI Infrastructure Inc., a corporation duly organized and validly existing under the DGCL (the ?Issuer? or the ?Company?), shall be designated as a series

WARRANT AGREEMENT FTAI INFRASTRUCTURE INC. AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT AUGUST 1, 2022 TABLE OF CONTENTS

EX-10.5 12 brhc10040169ex10-5.htm EXHIBIT 10.5 Execution Version Exhibit 10.5 WARRANT AGREEMENT BETWEEN FTAI INFRASTRUCTURE INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT AUGUST 1, 2022 TABLE OF CONTENTS Page SECTION 1. APPOINTMENT OF WARRANT AGENT 3 SECTION 2. ISSUANCES; EXERCISE PRICE 3 SECTION 3. FORM OF WARRANTS 4 SECTION 4. EXECUTION OF GLOBAL WARRANT CERTIFICATES 4 S

FTAI Infrastructure Announces Completion of Spin-Off From Fortress Transportation and Infrastructure Investors LLC

Exhibit 99.1 August 1, 2022 FTAI Infrastructure Announces Completion of Spin-Off From Fortress Transportation and Infrastructure Investors LLC NEW YORK, August 1, 2022 (GLOBE NEWSWIRE) - FTAI Infrastructure Inc. (NASDAQ: FIP) (?FTAI Infrastructure?) announced today that it has successfully completed its spin-off from Fortress Transportation and Infrastructure Investors LLC (?FTAI?) on August 1, 20

INDEMNIFICATION AGREEMENT

Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of [?] (this ?Agreement?), between FTAI Infrastructure Inc., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or officer of the Company; WHEREAS, both the Comp

AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 FTAI INFRASTRUCTURE INC. FIG LLC TABLE OF CONTENTS

EXHIBIT 10.1 AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of July 31, 2022 between FTAI INFRASTRUCTURE INC. and FIG LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER. 3 SECTION 3. DEVOTION OF TIME; ADDITIONAL ACTIVITIES. 7 SECTION 4. AGENCY. 7 SECTION 5. BANK ACCOUNTS. 8 SECTION 6. RECORDS; CONFIDENTIALITY. 8 SECTION 7. OBLIGAT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FTAI INFRASTRUCTURE INC. July 29, 2022

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAI INFRASTRUCTURE INC. July 29, 2022 FTAI Infrastructure Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: (1) The name of the Corporation is FTAI Infrastructure Inc. The Corporation was originally formed as a Delaware

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 25, 2022 FTAI INFRASTRUCTURE LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-41370 87-4407005 (State or Other Jurisdiction of Incorporation) (Commission F

W I T N E S S E T H

Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE, dated as of July 25, 2022 (this ?Supplemental Indenture?), to the Indenture (as defined below), between FTAI Infra Escrow Holdings, LLC, a Delaware limited liability company (the ?Issuer?), and U.S. Bank Trust Company, National Association, as Trustee (the ?Trustee?) and collateral agent (the ?Notes Collateral Agent?). W I T N E S S E T H

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 21, 2022 FTAI INFRASTRUCTURE LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-41370 87-4407005 (State or Other Jurisdiction of Incorporation) (Commission F

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 21, 2022 FTAI INFRASTRUCTURE LLC (Exact Name of Registrant as Specified in its Charter) Delaware 001-41370 87-4407005 (State or Other Jurisdiction of Incorporation) (Commission F

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2022 FTAI INFRASTRUCTURE LLC (Exact name of registrant as specified in its charter) Delaware 001-41370 87-4407005 (State or other jurisdiction of incorporation) (Commission F

July 15, 2022

EX-99.1 2 ny20001700x15ex99-1.htm EXHIBIT 99.1 TABLE OF CONTENTS Exhibit 99.1   July 15, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on July 11, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (“FTAI”) approved the details and timing of a distribution of all the shares owned by FTAI of common stock of FTAI Infrastructure Inc. (“FTAI In

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2022 FTAI INFRASTRUCTURE LLC (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41370 87-4407005 (Commission F

July 13, 2022

CORRESP 1 filename1.htm July 13, 2022 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Jessica Livingston Re: FTAI Infrastructure LLC Registration Statement on Form 10-12B File No. 001-41370 REQUEST FOR ACCELERATION OF EFFECTIVENESS Dear Ms. Livingston: Reference is made to the Registration Statement on Form 10 (

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP VIA EDGAR TRANSMISSION Division of Corporation Finance U.

Form 10

10-12B/A 1 ny20001700x131012ba.htm 10-12B/A As filed with the Securities and Exchange Commission on July 12, 2022. File No. 001-41370 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FTAI Infrastructure LLC* (Exact name of Registrant

   , 2022

TABLE OF CONTENTS Exhibit 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on July 11, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) approved the details and timing of a distribution of all the shares owned by FTAI of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI

FTAI INFRA ESCROW HOLDINGS, LLC (whose obligations are to be assumed by FTAI Infrastructure Inc.) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent Dated as of July 7, 2022 10.500% SENIOR SECURED NOTES DUE 2027 T

Exhibit 4.1 FTAI INFRA ESCROW HOLDINGS, LLC (whose obligations are to be assumed by FTAI Infrastructure Inc.) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Notes Collateral Agent INDENTURE Dated as of July 7, 2022 10.500% SENIOR SECURED NOTES DUE 2027 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other

AMENDED AND RESTATED BY-LAWS FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective [●], 2022

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective [?], 2022 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Stockholder Actions 1 Section 2.3 Annual Meetings 2 Section 2.4 Special Meetings 2 Section 2.5 Notice 2 Sect

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FTAI INFRASTRUCTURE INC. [●], 2022

EX-3.1 3 ny20001700x10ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAI INFRASTRUCTURE INC. [●], 2022 FTAI Infrastructure Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: (1) The name of the Corporation is FTAI Infrastructure Inc. The Corpora

CERTIFICATE OF DESIGNATIONS SERIES A SENIOR PREFERRED STOCK FTAI INFRASTRUCTURE INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON [●], 2022 Pursuant to Section 151 of the General Corporation Law of the State of Delaware

EX-4.1 5 ny20001700x10ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 CERTIFICATE OF DESIGNATIONS OF SERIES A SENIOR PREFERRED STOCK OF FTAI INFRASTRUCTURE INC. FILED IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON [●], 2022 Pursuant to Section 151 of the General Corporation Law of the State of Delaware Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), FTAI Inf

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP VIA EDGAR TRANSMISSION Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Tony Watson ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com July 1, 2022 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASH

As filed with the Securities and Exchange Commission on July 1, 2022.

As filed with the Securities and Exchange Commission on July 1, 2022. File No. 001-41370 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FTAI Infrastructure LLC* (Exact name of Registrant as specified in its charter) Delaware ? ? 87-

WARRANT AGREEMENT FTAI INFRASTRUCTURE INC. AS WARRANT AGENT [●], 2022 TABLE OF CONTENTS

Exhibit 4.2 WARRANT AGREEMENT BETWEEN FTAI INFRASTRUCTURE INC. AND [?], AS WARRANT AGENT [?], 2022 TABLE OF CONTENTS Page SECTION 1. APPOINTMENT OF WARRANT AGENT 3 SECTION 2. ISSUANCES; EXERCISE PRICE 3 SECTION 3. FORM OF WARRANTS 4 SECTION 4. EXECUTION OF GLOBAL WARRANT CERTIFICATES 4 SECTION 5. REGISTRATION AND COUNTERSIGNATURE 5 SECTION 6. REGISTRATION OF TRANSFERS AND EXCHANGES 5 SECTION 7. DU

INVESTORS’ RIGHTS AGREEMENT

EX-10.18 8 ny20001700x10ex10-18.htm EXHIBIT 10.18 Exhibit 10.18 INVESTORS’ RIGHTS AGREEMENT This INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made by and among FTAI Infrastructure Inc., a Delaware corporation (the “Company”), each of the Parties listed on Exhibit A hereto from time to time as an “Investor” and any Transferees who become party hereto in accordance with

SUBSCRIPTION AGREEMENT

EX-10.17 7 ny20001700x10ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 30, 2022 by and between FTAI Infrastructure LLC, a Delaware limited liability company (the “Company”), a majority-owned subsidiary of Fortress Transportation & Infrastructure Investors LLC (“Parent”), Transtar, LLC, a Delaware li

AMENDED AND RESTATED BY-LAWS FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective [●], 2022

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective [?], 2022 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Stockholder Actions 1 Section 2.3 Annual Meetings 2 Section 2.4 Special Meetings 2 Section 2.5 Notice 2 Sect

   , 2022

TABLE OF CONTENTS Exhibit 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on ??, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) declared the distribution of all the shares owned by FTAI of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI, to FTAI shareholders. FTAI

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC FTAI INFRASTRUCTURE INC. dated as of [●], 2022 TABLE OF CONTENTS

Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC and FTAI INFRASTRUCTURE INC. dated as of [?], 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 Definitions 5 Section 1.2 Interpretation 14 ARTICLE II THE RESTRUCTURING Section 2.1 Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Int

Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000

Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.

As filed with the Securities and Exchange Commission on May 24, 2022.

As filed with the Securities and Exchange Commission on May 24, 2022. File No. 001-41370 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FTAI Infrastructure LLC* (Exact name of Registrant as specified in its charter) Delaware ? ? 87-

   , 2022

TABLE OF CONTENTS Exhibit 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on ??, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) declared the distribution of all the shares owned by FTAI of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI, to FTAI shareholders. FTAI

As filed with the Securities and Exchange Commission on April 29, 2022.

As filed with the Securities and Exchange Commission on April 29, 2022. File No. 001-????? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FTAI Infrastructure LLC* (Exact name of Registrant as specified in its charter) Delaware ? ? 87-4407005 (State or

INDEMNIFICATION AGREEMENT

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS AGREEMENT, dated as of [?] (this ?Agreement?), between FTAI Infrastructure Inc., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available; WHEREAS, Indemnitee is a director and/or officer of the Company; WHEREAS, both the Comp

   , 2022

TABLE OF CONTENTS Exhibit 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on ??, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) declared the distribution of all the shares owned by FTAI of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI, to FTAI shareholders. FTAI

OF FTAI INFRASTRUCTURE INC.

EX-21.1 11 ny20001700x6ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF FTAI INFRASTRUCTURE INC. Name Jurisdiction of Incorporation 1. ARM Investment LLC Delaware 2. Birmingham Southern Railroad Company Alabama 3. CFC Investment LLC Delaware 4. CL Lender LLC Delaware 5. Clean Planet Energy USA LLC Delaware 6. CPE Investor LLC Delaware 7. CPE Repauno LLC (50% ownership by CPE Investor LLC via C

FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN NON-OFFICER DIRECTOR OPTION AWARD AGREEMENT

Exhibit 10.5 FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN NON-OFFICER DIRECTOR OPTION AWARD AGREEMENT This Non-Officer Director Option Award Agreement (this ?Agreement?), dated as of , 20 (the ?Date of Grant?), is made by and between FTAI Infrastructure Inc., a Delaware limited liability company (the ?Company?), and , a Non-Officer Director of the Company (the ?Grant

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC FTAI INFRASTRUCTURE INC. dated as of [•], 2022 TABLE OF CONTENTS

Exhibit 2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between FORTRESS TRANSPORTATION & INFRASTRUCTURE INVESTORS LLC and FTAI INFRASTRUCTURE INC. dated as of [?], 2022 TABLE OF CONTENTS Article I Definitions Section 1.1 Definitions 5 Section 1.2 Interpretation 14 Article II The RESTRUCTURING Section 2.1 Transfers of Assets and Assumptions of Liabilities 15 Section 2.2 Termination of Int

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAI INFRASTRUCTURE INC. [●], 2022

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FTAI INFRASTRUCTURE INC. [?], 2022 FTAI Infrastructure Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies as follows: (1) The name of the Corporation is FTAI Infrastructure Inc. The Corporation was originally formed as a Delaware lim

AMENDED AND RESTATED BY-LAWS FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective [●], 2022 TABLE OF CONTENTS

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF FTAI INFRASTRUCTURE INC. A Delaware Corporation Effective [?], 2022 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 2 Section 2.4 Notice 2 Section 2.5 Adjournments 2 Section 2.6

FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of _______ __, 2022 TABLE OF CONTENTS

Exhibit 10.3 FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN Adopted as of , 2022 TABLE OF CONTENTS PAGE SECTION 1 PURPOSE OF PLAN; DEFINITIONS 1 1.1 Purpose 1 1.2 Definitions 1 SECTION 2 ADMINISTRATION 4 2.1 Administration 4 2.2 Duties and Powers of Committee 5 2.3 Majority Rule 5 2.4 Delegation of Authority 5 2.5 Compensation; Professional Assistance; Good Faith Actio

REGISTRATION RIGHTS AGREEMENT dated as of , 2022 FTAI INFRASTRUCTURE INC. THE STOCKHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO TABLE OF CONTENTS

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT dated as of , 2022 among FTAI INFRASTRUCTURE INC. and THE STOCKHOLDERS SET FORTH ON THE SIGNATURE PAGES HERETO TABLE OF CONTENTS Article I DEFINITIONS Section 1.1 DEFINITIONS 1 Section 1.2 RULES OF CONSTRUCTION 5 Article II TERMINATION Section 2.1 TERM 6 Section 2.2 SURVIVAL 6 Article III REGISTRATION RIGHTS Section 3.1 DEMAND REGISTRATION 6 Section 3.2 P

FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SHARE OPTION AGREEMENT

Exhibit 10.4 FTAI INFRASTRUCTURE INC. NONQUALIFIED STOCK OPTION AND INCENTIVE AWARD PLAN SHARE OPTION AGREEMENT This SHARE OPTION AGREEMENT (this ?Agreement?), by and between FTAI Infrastructure Inc., a Delaware corporation (the ?Company?), and , a (the ?Optionee?), is effective as of , 20. Pursuant to the FTAI Infrastructure Inc. Nonqualified Stock Option and Incentive Award Plan (as amended from

Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANK

CORRESP 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO April 29, 2022 VIA EDGAR TRANSMISSI

AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of [•], 2022 FTAI Infrastructure Inc. FIG LLC TABLE OF CONTENTS

EX-10.1 5 ny20001700x6ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDED AND RESTATED MANAGEMENT AND ADVISORY AGREEMENT dated as of [•], 2022 between FTAI Infrastructure Inc. and FIG LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS. 1 SECTION 2. APPOINTMENT AND DUTIES OF THE MANAGER. 3 SECTION 3. DEVOTION OF TIME; ADDITIONAL ACTIVITIES. 7 SECTION 4. AGENCY. 7 SECTION 5. BANK ACCOUNTS. 8 SECTION 6. RECO

   , 2022

TABLE OF CONTENTS EXHIBIT 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on ??, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) declared the distribution of all the shares of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI, owned by FTAI, to FTAI shareholders. FTAI

Confidential draft submission submitted to the Securities and Exchange Commission on March 22, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remain

DRS/A 1 filename1.htm Confidential draft submission submitted to the Securities and Exchange Commission on March 22, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. File No. 001-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FO

Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANK

DRSLTR 1 filename1.htm Skadden, Arps, Slate, Meagher & Flom llp ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO February 4, 2022 VIA EDGAR TRANSMISS

   , 2022

TABLE OF CONTENTS EXHIBIT 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on ??, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) declared the distribution of all the shares of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI, owned by FTAI, to FTAI shareholders. FTAI

Confidential draft submission submitted to the Securities and Exchange Commission on February 4, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein rema

DRS/A 1 filename1.htm Confidential draft submission submitted to the Securities and Exchange Commission on February 4, 2022. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. File No. 001-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to

Confidential draft submission submitted to the Securities and Exchange Commission on December 20, 2021. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein rem

Confidential draft submission submitted to the Securities and Exchange Commission on December 20, 2021.

   , 2022

TABLE OF CONTENTS EXHIBIT 99.1 ? ???, 2022 Letter to FTAI Shareholders: We are pleased to inform you that on ??, 2022, the board of directors of Fortress Transportation & Infrastructure Investors LLC (?FTAI?) declared the distribution of all the shares of common stock of FTAI Infrastructure Inc. (?FTAI Infrastructure?), a majority-owned subsidiary of FTAI, owned by FTAI, to FTAI shareholders. FTAI