0001899883-26-000015
SEC filingRevenue surged 51.6% to $502.5M, driven by the Power & Gas acquisition, while Adjusted EBITDA more than doubled.
FTAI Infrastructure Inc. describes itself as a company in the business of acquiring, developing, and operating critical infrastructure assets for customers in transportation, energy, and industrial products industries. The company was formed in December 2021 as a subsidiary of FTAI Aviation Ltd. and is publicly traded on Nasdaq under the symbol "FIP." As of December 31, 2025, it had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million.
FTAI Infrastructure operates through four primary business lines: Railroad, Ports and Terminals, Power and Gas, and Sustainability and Energy Transition. The Railroad segment, which accounted for 34% of total revenue in 2025, invests in short line and regional railroads, including Transtar and Wheeling. The Ports and Terminals segment (19% of revenue) includes Jefferson Terminal and Repauno, which develop and operate industrial properties for storing and handling energy products. The Power and Gas segment (36% of revenue) features the Long Ridge 485-megawatt combined-cycle power plant and related assets. The Sustainability and Energy Transition segment focuses on green technology and sustainable fuel investments; its revenue share is not separately disclosed as it falls under Corporate and other (11%).
Key named assets include Transtar (six short-line railroads and one switching company), Wheeling (regional freight railroad), Jefferson Terminal (multi-modal crude oil and refined products terminal in Texas), Repauno (deep-water marine terminal on the Delaware River), Long Ridge Energy & Power (485-MW power plant and multimodal energy terminal), Aleon and Gladieux (battery recycling and catalyst recycling), Clean Planet Group (waste plastic to fuel conversion), CarbonFree (carbon capture technology), and FYX (roadside assistance app for trucking).
FTAI Infrastructure directly provides rail haulage, switching, terminal storage and handling, and power generation services to industrial customers. The company maintains ongoing relationships with global industrial and energy companies. Customer concentration is significant: the largest customer accounted for 27% of revenue and 17% of accounts receivable in 2025. Within specific segments, one Jefferson Terminal customer contributed 10–13% of consolidated revenue over three years, and one Railroad customer contributed 32–51%. Despite this concentration, the company believes it can replace customers due to minimum volume commitments and contractual terms.
The acquisition and management of infrastructure assets is highly competitive, involving traditional infrastructure companies, commercial and investment banks, hedge funds, and private equity funds. In its Railroad segment, FTAI competes with other railroads, motor carriers, ships, barges, and pipelines. The company differentiates itself through its Manager's industry experience, access to capital, and diverse asset focus.
The company's strategy centers on investing in a diverse mix of high-quality infrastructure facilities across rail, energy, intermodal, and port sectors. It takes a proactive investment approach by identifying secular trends and targeting distressed or undervalued assets where active management can add value. FTAI seeks to create follow-on investment opportunities within its existing portfolio and maintains overall corporate leverage at no greater than 50% of total capital.
As of December 31, 2025, FTAI Infrastructure employed approximately 1,110 people across its subsidiaries, with about 640 covered by collective bargaining agreements. The company is externally managed by its Manager, an affiliate of Fortress, which provides a management team responsible for implementing business strategy. Human capital objectives include identifying, recruiting, retaining, and incentivizing employees, with a focus on a diverse, inclusive, and safe workplace.
Total revenues increased 51.6% to $502.5M in 2025, driven primarily by the acquisition of GCM's 49.9% interest in Long Ridge Energy & Power LLC in February 2025, which added $179.3M in revenues from the Power and Gas segment. Net loss improved from $266.1M to $152.1M, reflecting a $114.0M decrease, mainly due to higher equity earnings from unconsolidated entities ($67.8M improvement), a $128.8M gain on asset sales, and lower asset impairment ($67.9M decrease). However, interest expense rose $143.8M and loss on debt extinguishment increased $50.4M, partially offsetting gains.
Gross margin is not explicitly reported, but operating expenses grew 21.0% to $299.6M, while total expenses increased 14.7%, outpacing revenue growth due to acquisition costs and depreciation. The Adjusted EBITDA (non-GAAP) surged 183% to $361.2M, signaling strong operational performance at the segment level.
Management's discussion emphasizes liquidity management. As of December 31, 2025, the company had significant debt obligations, including $1.6B in principal due within 12 months. Key near-term maturity is the $218M Jefferson Taxable Series 2024B Bonds due July 1, 2026. Management plans to refinance or draw on a $255M backstop agreement. They also intend to exercise options to extend loans at DRP and EB-5. No formal revenue or earnings guidance is provided, but the company expects continued investment in infrastructure and potential transactions. The focus remains on maintaining compliance with debt covenants and funding operations through cash flow and financings.
As of December 31, 2025, FTAI Infrastructure held $57.4 million in unrestricted cash and $268.6 million in restricted cash, primarily for debt service and project funding. Total debt net of issuance costs stood at $3.77 billion, a significant increase from $1.59 billion at year-end 2024, driven by the acquisitions of Long Ridge Energy & Power LLC and The Wheeling Corporation. The debt includes a $1.25 billion Bridge Loan due August 2026, $600 million Senior Notes due 2032, and various project-level bonds. Stockholders' equity was $21.3 million, with total equity negative due to accumulated deficit and non-controlling interests.
Management disclosed liquidity plans including a $255 million backstop facility and extension options on certain loans. They concluded that probable plans exist to meet obligations over the next 12 months.
No purchase commitments were disclosed in the Notes. The company has future debt principal payments of $1.64 billion due in 2026, including the Bridge Loan and Jefferson Terminal Series 2024B Bonds. Operating lease obligations total $290.7 million over the lease terms, with $10.8 million due in 2026.
Dividends: Common stock dividends totaled $13.8 million in 2025, up from $13.1 million in 2024. No share buybacks were reported. Capital expenditures (excluding acquisitions) were $280.5 million, representing 55.8% of revenue, primarily for construction and development at Jefferson Terminal and Repauno. Debt issuances were $1.79 billion, while repayments were $0.78 billion, resulting in a net increase.
Segment revenues shifted dramatically due to the Long Ridge acquisition. Power and Gas (new segment) generated $179.3 million, Railroad $172.9 million, Jefferson Terminal $85.7 million, Corporate/Other $53.6 million, and Repauno $11.0 million. The Railroad segment saw a slight decline due to Wheeling acquisition timing. Jefferson Terminal grew 6.2% on higher throughput. Repauno declined 30.5% as construction activities ramped. No geographic mix was disclosed.
FTAI Infrastructure faces significant operational risks due to limited independent operating history, reliance on a few key customers (Jefferson Terminal and Railroad segments exhibit high concentration with single customers representing 10–13% and 32–51% of revenues, respectively; Wheeling acquisition adds two customers accounting for ~43% of its revenue). Rail operations are heavily regulated by the FRA, STB, and EPA; new safety mandates (e.g., DOT-117 tank car phase-out) and potential STB rule changes on reciprocal switching could increase compliance costs and reduce pricing flexibility. Environmental liabilities at the Repauno site (historical contamination) and Long Ridge may delay redevelopment projects despite indemnities and insurance. Macroeconomic uncertainty, geopolitical conflicts, and trade policies further pressure demand and asset values.
The Company's capital-intensive business model relies on debt and equity financing; restrictive covenants in debt and preferred stock instruments limit operational flexibility. An ownership change under Section 382 of the Code in H1 2025 severely restricts net operating loss carryforwards, increasing future tax obligations. Leverage and variable interest rates expose the Company to rising costs, and cash flow may be insufficient to service debt or maintain dividends.
FTAI Infrastructure is wholly dependent on its Manager (Fortress affiliate) under a non-arm's-length agreement. The Manager has broad investment discretion, faces conflicts with other Fortress-managed funds (e.g., FECI), and is indemnified except for gross negligence. Overlapping directors with FTAI create potential conflicts in allocating opportunities.
Integration of Wheeling presents near-term challenges: managing a larger rail platform, retaining customers and key employees, and realizing expected synergies. Unidentified liabilities from due diligence could arise.
Stock price is subject to volatility from market conditions, interest rate changes, and dilution from equity awards, convertible preferred stock, and warrants. Anti-takeover provisions and ownership restrictions to preserve NOLs may depress marketability. Exclusive forum provisions in bylaws limit stockholder litigation options.
No cash flow statement data available in the provided document excerpt. The excerpt only includes auditor's report and description of audit matters related to goodwill and acquisition valuation. The actual consolidated statements of cash flows are referenced but not included.