FIP

• Adjusted EBITDA was $76.1 million for Q2 2026; four core segments contributed $83.0 million.
• Total revenues for Q2 2026 were $186.8 million, up from $122.3 million in Q2 2025.
• Declared a cash dividend of $0.03 per share, payable September 8, 2026 to holders of record August 24, 2026.
• Anticipated sale of Long Ridge pending regulatory approval; at closing, FIP will eliminate $1.16 billion of Long Ridge debt and repay about $300 million of other debt.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The bridge loan matures on June 30, 2027, and bears interest at Adjusted Term SOFR plus 5.50% per annum, stepping up 0.50% every 90 days.
• Proceeds repaid in full the $217,870,000 Taxable Series 2024B Bonds issued by the Port of Beaumont Navigation District of Jefferson County, Texas.
• The borrower must maintain minimum liquidity of $20.0 million and prepay with excess cash flow, asset sale proceeds, equity issuances, and certain debt incurrences.
• Jefferies Finance LLC acts as administrative agent; the loan is secured as Permitted Additional Senior Indebtedness under the existing intercreditor agreement.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• At the May 29, 2026 Annual Meeting, shareholders elected James L. Hamilton as Class I director to serve until the 2029 Annual Meeting, with 38,456,441 votes for, 31,990,834 withheld, and 31,827,451 broker non-votes.
• Broker non-votes were not permitted on the director election but were allowed on the auditor ratification, which is a routine matter.
• The report was filed under Item 5.07 to disclose the results of the matters submitted to a vote of security holders.

5.07 Submission of Matters to a Vote of Security Holders

• Net loss attributable to stockholders, before Series B preferred stock dividend and loss on extinguishment of preferred stock, was $150.2 million for Q1 2026.
• Basic and diluted loss per share of common stock was $1.32 for Q1 2026.
• Adjusted EBITDA for Q1 2026 was $70.6 million; excluding a 25-day planned outage at Long Ridge, it would have exceeded $80 million.
• On April 30, 2026, the company agreed to sell Long Ridge to MARA Holdings for $1.52 billion, eliminating $1.16 billion of debt and repaying ~$300 million of parent-level debt.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• FTAI Infrastructure Inc. (FIP) agreed to sell all membership interests of Long Ridge Energy & Power LLC to MARA USA Corporation, a subsidiary of MARA Holdings, Inc., for a base purchase price of $1.512 billion.
• FIP plans to use net proceeds to repay corporate debt and reinvest in growth opportunities, including potential acquisitions.
• A $20 million escrow will secure post-closing purchase price adjustments, and a $75 million termination fee may be payable by Buyer in certain financing-related termination scenarios.
• The agreement includes covenants regarding business conduct, non-solicitation, and efforts to finalize Railroad Agreements for certain railroad-related assets.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The company dismissed Ernst & Young LLP, its auditor since 2021, effective the same date.
• EY's audit reports for fiscal years 2024 and 2025 contained no adverse opinion, disclaimer, or qualification.
• No disagreements or reportable events occurred between the company and EY during the relevant periods.
• EY provided a letter dated April 16, 2026, agreeing with the disclosures, filed as Exhibit 16.1.

4.01 Changes in Registrant's Certifying Accountant · 9.01 Financial Statements and Exhibits

• Proceeds from the term loan were used to repay in full the outstanding balance under the August 25, 2025 credit agreement with Barclays as administrative agent.
• The company reported Q4 2025 Adjusted EBITDA of $80.2 million (or $89.2 million including certain items) and full-year 2025 Adjusted EBITDA of $232.3 million (or $361.2 million including certain items), up 82% from 2024.
• The board declared a cash dividend of $0.03 per share for Q4 2025, payable April 1, 2026, to holders of record on March 13, 2026.
• The term loan is secured by substantially all assets of the company and its guarantor subsidiaries, with customary covenants and events of default.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net proceeds will refinance Port of Beaumont Navigation District 2024B revenue bonds, pay interest and fees, fund reserves, and provide working capital.
• FIP and affiliates have invested approximately $800 million in Jefferson as of January 2026.
• Jefferson targets annual revenues up to $186 million and Adjusted EBITDA up to $109 million at full terminal utilization.
• The offering is exempt from registration under Section 4(a)(2) of the Securities Act and is subject to market conditions.

7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits