FTAI Infrastructure Inc. Files 8-K with Multiple Material Events

TL;DR

FTAI Infrastructure Inc. dropped an 8-K detailing asset deals, new debt, equity sales, and agreement changes.

AI Summary

On August 25, 2025, FTAI Infrastructure Inc. filed an 8-K detailing several significant events. These include entering into and terminating material definitive agreements, completing an acquisition or disposition of assets, and creating direct financial obligations. The filing also addresses unregistered sales of equity securities and material modifications to security holder rights, alongside other events and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions by FTAI Infrastructure Inc., potentially impacting its financial structure, asset base, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing covers a range of material events including acquisitions, dispositions, new financial obligations, and equity sales, which inherently carry medium risk due to their potential impact on the company's operations and financials.

Key Players & Entities

• FTAI Infrastructure Inc. (company) — Registrant
• August 25, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1345 AVENUE OF THE AMERICAS (address) — Business and Mail Address
• NEW YORK (city) — Business and Mail City
• 10105 (zip_code) — Business and Mail Zip Code
• (212) 798-6100 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share FIP The Nasdaq Global Sel
• $1.05 b — f Wheeling at closing was approximately $1.05 billion, subject to customary adjustments
• $1.25 billion — redit Agreement provides for a 364-day, $1.25 billion secured bridge loan facility (the " Bri
• $857.748 — of RR Holdings at an exercise price of $857.748 per unit (as adjusted in accordance wit
• $1,000,000,000 — w)), for an aggregate purchase price of $1,000,000,000. The Warrants provide the holders the r
• $646.4 million — due 2027 (the " Notes "), approximately $646.4 million in trust and irrevocably instructed the
• $600,000,000 — tes Redemption Date "), all outstanding $600,000,000 aggregate principal amount of the Notes
• $1,490 — Series A Preferred Stock approximately $1,490 per share, for an aggregate payment of
• $447.1 million — r an aggregate payment of approximately $447.1 million in cash using a portion of the net proc

Filing Documents

• ef20054420_8k.htm (8-K) — 67KB
• ef20054420_ex9-1.htm (EX-9.1) — 76KB
• ef20054420_ex10-1.htm (EX-10.1) — 994KB
• ef20054420_ex10-2.htm (EX-10.2) — 928KB
• ef20054420_ex10-3.htm (EX-10.3) — 228KB
• 0001140361-25-032534.txt ( ) — 2867KB
• fip-20250825.xsd (EX-101.SCH) — 4KB
• fip-20250825_lab.xml (EX-101.LAB) — 21KB
• fip-20250825_pre.xml (EX-101.PRE) — 16KB
• ef20054420_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On August 25, 2025 (the " Closing Date "), FIP RR Holdings LLC (" RR Holdings "), a subsidiary of FTAI Infrastructure Inc. (the " Company "), closed the previously announced transactions contemplated by the stock purchase agreement, dated as of August 6, 2025 (the " Agreement "), between RR Holdings (as successor-in-interest to Percy Acquisition LLC (" Percy ")) and WLE Management Partners, L.P. (" Seller "), pursuant to which RR Holdings purchased all of the issued and outstanding capital stock of The Wheeling Corporation (" Wheeling ") from Seller (the " Acquisition "). Prior to the closing of the Acquisition, Percy assigned its rights and obligations under the Agreement to RR Holdings, a wholly-owned subsidiary of Percy. The aggregate cash consideration paid in exchange for all of the issued and outstanding capital stock of Wheeling at closing was approximately $1.05 billion, subject to customary adjustments. A portion of the cash consideration was placed into escrow to secure any post-closing purchase price adjustment payment obligations under the Agreement. Voting Trust Agreement In addition, on the Closing Date, RR Holdings entered into a voting trust agreement (the " Voting Trust Agreement ") with John Giles (the " Voting Trust Trustee "). All of the capital stock of Wheeling was transferred into a voting trust (the " Voting Trust ") governed by the Voting Trust Agreement pursuant to the rules established by the U.S. Surface Transportation Board (the " STB "). The capital stock of Wheeling held in the Voting Trust will be released to RR Holdings upon approval of the Acquisition by the STB. The Voting Trust is irrevocable and will terminate (1) upon STB approval of RR Holdings' control authority over Wheeling & Lake Erie Railway Company (" WLE ") and Akron Barberton Cluster Railway Company (" AB "), both wholly-owned subsidiaries of Wheeling, or (2) automatically on December 31, 2027, unless extended

02

Item 1.02 Termination of a Material Definitive Agreement. Redemption of the 10.500% Senior Secured Notes due 2027 In connection with the Acquisition, on August 15, 2025, using net proceeds from the Bridge Loans, the Company deposited with U.S. Bank Trust Company, National Association, as trustee (the " Notes Trustee "), under the indenture (the " Indenture ") governing the Company's 10.500% Senior Secured Notes due 2027 (the " Notes "), approximately $646.4 million in trust and irrevocably instructed the Notes Trustee to apply such funds to redeem, on August 26, 2025 (the " Notes Redemption Date "), all outstanding $600,000,000 aggregate principal amount of the Notes at a redemption price equal to 105.250% of the principal amount of the Notes, plus accrued and unpaid interest on the Notes, if any, from June 1, 2025 (the last interest payment date prior to the Notes Redemption Date) to, but excluding, the Notes Redemption Date. Upon deposit of such redemption amount, the Indenture was satisfied and discharged in accordance with its terms. As a result of the satisfaction and discharge of the Indenture, the Company and each of the guarantors party thereto were released from their respective obligations under the Indenture, except with respect to those obligations of the Indenture that, by their terms, surviving such satisfaction and discharge, and all liens securing the collateral were released. The information contained in this Current Report on Form 8-K does not constitute a notice redemption of the Notes. Holders of the Notes should refer to the notice of redemption delivered to the registered holders of the Notes by the Trustee on August 15, 2025.

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On the Closing Date, the Company completed the Acquisition whereby RR Holdings has acquired all of the issued and outstanding capital stock of Wheeling. The material terms of the Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on August 6, 2025 (the " August Form 8-K ") with the Securities and Exchange Commission (the " SEC "). The foregoing description of the Agreement and the Acquisition contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which was filed with the SEC as Exhibit 10.1 to the August Form 8-K, and is incorporated into this Item 2.01 by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The description of the Bridge Loan Credit Agreement included under Item 1.01 of this Current Report on Form 8-K, and the complete terms and conditions thereof attached hereto as Exhibit 10.1, is incorporated into this Item 2.03 by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The description of the Series A Preferred Units and Warrants included under Item 1.01 of this Current Report on Form 8-K, and the complete terms and conditions thereof attached hereto as Exhibit 10.2, respectively, are incorporated into this Item 3.02 by reference. The offering and sale of the Series A Preferred Units and Warrants is exempt from the registration requirements of the Securities Act of 1933, as amended (the " Securities Act ") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.

03

Item 3.03 Material Modification to Rights of Security Holders. The description of the Series A Preferred Units and Warrants included under Item 1.01 of this Current Report on Form 8-K are incorporated into this

03 by reference

Item 3.03 by reference.

01

Item 8.01 Other Events. Redemption of the Company Series A Preferred Stock In connection with the Acquisition, on the Closing Date (the " Preferred Redemption Date "), the Company redeemed all of its outstanding 300,000 shares of Series A Senior Preferred Stock, par value $0.01 per share (the " Company Series A Preferred Stock "), at a redemption price per share equal to the greater of (A) the Liquidation Value (as defined in the Certificate of Designations (as defined herein)) of such share of Company Series A Preferred Stock and (B) the Base Preferred Return Amount (as defined in the Certificate of Designations) with respect thereto, in each case, calculated as of the Preferred Redemption Date, pursuant to the Certificate of Designations governing the Company Series A Preferred Stock (the " Certificate of Designations "). On the Preferred Redemption Date, the Company paid the holders of the Company Series A Preferred Stock approximately $1,490 per share, for an aggregate payment of approximately $447.1 million in cash using a portion of the net proceeds from the Bridge Loans. Following the redemption, all designations, rights, preferences, powers, qualifications, restrictions and imitations of the Company Series A Preferred Stock terminated and no shares of Company Series A Preferred Stock remain outstanding.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (b) Pro Forma Financial Information The financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01. (d) Exhibits. Exhibit No. Description 2.1 Stock Purchase Agreement, dated as of August 6, 2025, between Percy Acquisition LLC and WLE Management Partners, L.P. (incorporated by reference to Exhibit 10.1 to FTAI Infrastructure Inc.'s Current Report on Form 8-K, filed August 6, 2025). 9.1 Voting Trust Agreement, dated as of August 25, 2025, by and among FIP RR Holdings LLC and John Giles. 10.1* Credit Agreement, dated as of August 25, 2025, among FTAI Infrastructure Inc., the guarantors from time to time party thereto, the Lenders from time to time party thereto and BARCLAYS, as administrative agent. 10.2* Amended and Restated Limited Liability Company Agreement of FIP RR Holdings LLC, dated as of August 25, 2025, by and among FIP RR Holdings LLC, FTAI Infrastructure Inc. (solely with respect to Section 2.3(c) and Section 12.21) and the other parties thereto. 10.3* Warrant Agreement, dated as of August 25, 2025, by and among FIP RR Holdings LLC, FTAI Infrastructure Inc. (solely with respect to Section 7 and Section 14) and the holders party thereto. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). * The registrant has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted sch

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 25, 2025 FTAI Infrastructure Inc. By: /s/ Kenneth J. Nicholson Kenneth J. Nicholson Chief Executive Officer

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