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Good day, and thank you for standing by. Welcome to the FTAI Infrastructure Inc. Fourth Quarter 2025 Earnings Conference Call. At this time, participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Alan Andreini, Head of Investor Relations. Please go ahead.

Thank you, Shannon. I would like to welcome you all to the FTAI Infrastructure Inc. earnings call for 2025. Joining me here today are Kenneth Nicholson, the CEO of FTAI Infrastructure Inc., and Buck Fletcher, the company's CFO. We have posted an investor presentation and our press release on our website, which we encourage you to download if you have not already done so. Also, please note that this call is open to the public in listen-only mode and is being webcast. In addition, we will be discussing some non-GAAP financial measures during the call today, including adjusted EBITDA. The reconciliation of those measures to the most directly comparable GAAP can be found in the earnings supplement. Before I turn the call over to Kenneth, I would like to point out that certain statements made today will be forward-looking statements, including regarding future earnings. These statements by their nature are uncertain and may differ materially from actual results. We encourage you to review the disclaimers in our press release and investor presentation regarding non-GAAP financial measures and forward-looking statements and to review the risk factors contained in our quarterly report filed with the SEC. I will now turn the call over to Kenneth.

Thank you, Alan, and good morning, everyone. Welcome to the call. As we typically do, we will be referring to the earnings supplement, which you can find posted on our website. I am going to get right into it starting on page three. Adjusted EBITDA for the fourth quarter was a new quarterly record, coming in at $80,200,000, up from $70,900,000 for 2025, and $29,200,000 for 2024. The $80,200,000 of fourth quarter EBITDA excludes a $9,000,000 gain in the quarter from a write-up of one of our non-core investments in Clean Planet Energy. Since we do not necessarily expect that gain to continue in the periods ahead, we are excluding it for purposes of this discussion. For the full fiscal year of 2025, adjusted EBITDA was $232,300,000, up substantially from $127,600,000 in fiscal 2024. Reflecting on the 2025 year, it was an extremely active one for FTAI Infrastructure Inc., with many of the transactions we completed setting the stage for what we expect to be a highly productive 2026 ahead. It is important to note that as a result of the specific timing of closing of a number of investments during the year, our 2025 annual results reflect only a partial financial contribution from those events. In February, we purchased the 49% of Long Ridge that we did not previously own and started reflecting 100% of Long Ridge’s results. In August, we purchased the Wheeling and Lake Erie Railroad, a transformative transaction for our Rail segment. And in November, we commenced activity under a new 15-year ammonia export contract at our Jefferson terminal. As a result of these events, we exited the year at an EBITDA run rate of just over $320,000,000 annually, meaningfully higher than our reported figures. Flipping to slide four, I will briefly talk through the highlights at each of our segments. In our Rail segment, adjusted EBITDA was $41,300,000, with Q4 representing our first full quarter of ownership of the Wheeling. We took active control of the Wheeling at the end of December and have begun to integrate its operations into our existing Transstar business. Of the total $41,300,000 of adjusted EBITDA, $22,000,000 was attributable to Transstar and $19,300,000 was attributable to the Wheeling. I will talk more about the Wheeling and our integration process here shortly, but we are thrilled with the Wheeling’s early progress, and business continues to exceed our financial expectations. At Long Ridge, EBITDA for the quarter was $36,200,000, representing a new quarterly record. Q4 results included our planned October outage of 8.5 days as well as an additional one-time outage of 19 days in December for steam turbine repair. We estimate that the additional outage impacted EBITDA by approximately $3,500,000 for the quarter. Gas production for the quarter averaged approximately 105,000 MMBtu per day, also representing a new record for Long Ridge. The macro in the power space continues to be extremely strong, and we have been advancing several growth properties that should drive continued upside for the business in the years ahead. At Jefferson, EBITDA for Q4 was $13,600,000 and included approximately one month of results from our new ammonia transloading contract. Going forward, our results will include the full impact of that contract, so we expect Jefferson to continue to post growth in the first quarter ahead. And at Repauno, construction of our Phase 2 transloading project continues to progress on plan. Once Phase 2 is operational early next year, we expect 80,000 barrels per day of natural gas liquids generating approximately $80,000,000 of annual EBITDA. Moving to slide five and our capital structure. Yesterday, we announced the closing of a new term loan of approximately $1,300,000,000, net proceeds of which were used to repay in full the bridge loan we issued in connection with the Wheeling acquisition last year. The new term loan represents the only debt at our parent level and carries a coupon of 9.75%. The loan is prepayable at any time at a premium that reduces over its two-year term. And more importantly, any proceeds from the potential sale of Long Ridge, which we will discuss further in a bit, will be used for repayment of the loan at a lower premium than would otherwise be payable. The net result of the financing is a stable balance sheet with potential for meaningful deleveraging in the coming months and a path to more substantial free cash flow as we progress through the year. 2025 was a highly productive year. And now with the refinancing behind us, we have a handful of important priorities we are focused on, and we briefly list those on slide six. The integration of Transstar into Wheeling is off to a great start. We will provide some more detail on the specifics. Year to date, we have already implemented a little bit more than half of our total targeted cost savings of $20,000,000 annually. The remaining cost savings should be implemented over the course of the first half of this year. Second, our plans to monetize Long Ridge continue to progress. It is a great asset and a great market environment for exploring a sale. Given the sensitive nature of the sale process, I am not going to comment in detail other than to say that the process is continuing within our expectations. We plan to report additional information to the market on our progress in the coming months. And finally, we are focused on driving continued growth across our portfolio. Activity in the Rail M&A market is picking up. We are currently pursuing a total of four opportunities that represent very good fits for our existing Rail business. In addition, we have been advancing negotiations for new contracted business at Jefferson, which we expect to complete in the coming months and can contribute meaningfully to revenues and EBITDA with no additional capital requirements. And with development permits in hand for Phase 3 of Repauno, we are making good progress in advancing commercial activity and construction planning. Moving to slide eight, we will dig a little deeper into the quarterly results and the activity at each of our segments, and we are going to start with the Rail segment. We posted revenue of $86,400,000 and adjusted EBITDA of $41,300,000 in Q4, compared with revenue of $61,700,000 and adjusted EBITDA of $29,100,000 in Q3. At Transstar, carloads, average rates, and revenues for the quarter were stable. Coke volumes came in at slightly lower levels for the quarter, resulting from the incident at U.S. Steel’s Clairton production unit that required the unit to remain down for the entire duration of the fourth quarter. Clairton returned to full operations in January, and coke volumes have now recovered to normalized levels. Transstar’s operating expenses also continued to be stable, as fuel costs and other material cost items have been largely unchanged. But the story for the quarter was at the Wheeling, where revenue and EBITDA came in at levels exceeding our early expectations. Total Wheeling fourth quarter revenue of $43,000,000 was up 8% year over year, while Wheeling’s adjusted EBITDA for Q4 of $19,300,000 was up 34% year over year. We really just started our integration efforts after receiving FTB approval for control in the final days of December, so we plan to continue to see favorable year-over-year comparisons for the Wheeling in the quarters ahead. Looking to slide nine, I will talk a little bit more about our integration plans for the Wheeling. Integration of the two companies is underway, and I am pleased to say that we are off to a promising start. We expect the combination of the two companies to result in two sources of financial gains: first, cost savings, which we expect to impact our results in the near term, and second, new revenue opportunities, which we expect to occur over the longer term. In terms of cost savings, we have broken out the totals into two components: those that have already been implemented and those we plan to implement during the first half of this year. Implemented savings represent $10,000,000 of annual incremental EBITDA, while savings in process represent the remaining $10,000,000 of annual savings. More importantly, on the revenue side, we continue to grow the list of opportunities now that the two railroads are operating as one. At U.S. Steel’s Edgar Thompson Works facility, the first of a series of investments by Nippon Steel is underway with an announced $100,000,000 investment in a new slag recycling unit. While it is a small investment compared to the total $2,400,000,000 committed by Nippon and U.S. Steel’s Mon Valley complex, the new recycling unit is a rail-intensive one and will generate important incremental volumes and revenues for Transstar. Also, additional propane carloads are planned to start early next year when Repauno’s Phase 2 commences operations. Additional carloads of propane should be substantial, given the volumes originate on the Wheeling and move to Repauno. And finally, the list of additional revenue opportunities on the combined system continues to grow. In total, we are now estimating over $50,000,000 of incremental EBITDA potential from the various new sources of revenue manifesting in the future. Next, on to Long Ridge. Long Ridge generated $36,200,000 of EBITDA in Q4 versus $35,700,000 in Q3. Power plant capacity factor of 81% was impacted by the outages that I described earlier. But away from the outage, the fundamentals continue to be very strong, with power prices averaging $45 per megawatt hour for the quarter and capacity revenue continuing at historically high levels and unaffected by the outage. We averaged approximately 105,000 MMBtu per day of gas production versus the 70,000 MMBtu per day required at the plant, and we expect to maintain production significantly in excess of plant requirements and generate continued revenues from excess gas sales in the quarters ahead. Importantly, we continue to push forward a number of initiatives to drive further growth. The 20-megawatt upgrade in our power generation continues to advance. Adding 20 megawatts of generating capacity at today’s power prices adds $5,000,000 to $10,000,000 of annual EBITDA to the P&L. And with a strong macro environment driving historic demand for power against the limited supply of modern, efficient power plants, we are advancing a number of opportunities that can provide substantial upside. We continue in detailed negotiations with a potential purchaser of our land holdings, which represent value creation from the land monetization as well as potential new revenue streams from on-site generation. In addition, we have been approached by parties seeking long-term PPAs at prices well above the current market, and potential partners have invited Long Ridge to co-develop new plants on sites within our region. With so much activity underway, we are confident that during the course of the year ahead, we can act on one or more of these opportunities and drive incremental growth for Long Ridge. More importantly, these opportunities generate momentum for the sale process, which continues to progress. Jefferson, we reported $23,500,000 of revenue and $136,000,000 of adjusted EBITDA in Q4 versus $21,100,000 of revenue and $11,000,000 of EBITDA in Q3. Volumes at the terminal averaged 210,000 barrels per day, and revenue came in at a new quarterly record driven by the startup of the new ammonia export contract, which commenced in late November. We are in advanced negotiations for three new contracts with multiple parties to handle conventional crude and refined products as well as renewable fuels. Each of these three opportunities are with existing customers and involve expansions of services we currently provide. Our customers have been investing heavily in their nearby facilities to increase production and market reach, which would require more products to flow through Jefferson. We hope to execute on all three opportunities during this year and commence revenue shortly after execution. In total, the three opportunities represent in excess of $50,000,000 annual incremental EBITDA and utilize existing assets requiring little to no incremental investment or CapEx. In closing out with Jefferson, Phase 2 construction is proceeding as planned and toward our goal of construction completion by 2026, with revenue commencing shortly thereafter. We have long-term contracts in place for a substantial portion of our capacity and are seeing high demand for the remaining available space. Based on the conversations we are having, we expect to commence revenue in early 2027 at full capacity. In the aggregate, we can handle a total of just over 80,000 barrels per day, representing $80,000,000 of annual EBITDA for the combined assets Phase 1 and Phase 2. While completing construction and commencing services are a priority, we are quickly turning toward commercial discussions for Phase 3. Having received the permit during Q4 last year is a very big step toward advancing Phase 3 and achieving full build-out at Repauno. The permit allows for two storage caverns to be built, each capable of storing 640,000 barrels of liquids. So Phase 3 is currently planned to be twice the size of Phase 2. In conclusion, we are extremely happy with our team’s progress during the fourth quarter, and we are very enthusiastic about 2026 ahead. We look forward to reporting updates on each of our key priorities, and now I will turn it back to Alan. Thank you.

Shannon, you may now open the call to Q&A.

Thank you. Star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Our first question comes from the line of Giuliano Bologna with Compass Point. Your line is now open.

Good morning, and congratulations on another great quarter of execution there. It is great to see Jefferson really starting to ramp up during the fourth quarter. Can you expand on the business development opportunities that you are seeing at Jefferson and the upside related to some of the contracts, like the ammonia contract that should flip to a full quarter of impact?

Yes, definitely. Good morning, Giuliano. Yes, it does feel like all cylinders are firing. We are excited about the year ahead, and Jefferson is an important cylinder. We really see a pickup in the commercial interest and activity level at Jefferson. What we particularly like about it, as I said, is these are all expansions of existing services. So these are opportunities that do not require the capital to build new infrastructure and take the time to build out new infrastructure. One of the stories with Jefferson has been timing-based, among other things, but this would be quick, no capital, and just incremental volumes through existing assets. They break into three categories. The first is more ammonia. The ammonia system now at Jefferson South is fully built out. The additional ammonia volumes that we are talking about would roughly double the quantities that we are currently handling. So that is somewhere between $10,000,000 and $15,000,000 of incremental EBITDA just for that opportunity. The second is for additional refined products leaving by rail. More gas stations are being built in Mexico, and therefore, there is more demand for gasoline and diesel, and we expect to increase volumes through that contract in the coming months. That could represent meaningful additional EBITDA, another $10,000,000 to $15,000,000. And then finally, Utah crudes. There is a lot of investment in the two major refineries in Beaumont in handling and producing various products for which Utah crudes are the ideal input. And so we expect to significantly increase inbound volumes of Utah crudes. We have expanded the existing contract. That could be substantial, another $25,000,000 of EBITDA. So we are very focused on it. It is certainly subject to execution, but having had a series of conversations with all these players over the years, we feel like the probability for each of these is as high as it has ever been.

That is very helpful. It is great to see the progress on all fronts, and I will jump back in queue.

Thank you. Our next question comes from the line of Brian McKenna with Citizens. Your line is now open.

Hey. Thanks. Good morning, guys. Just a couple of quick questions on Repauno to start. I think Phase 2 was previously expected to be operational by the fourth quarter of this year. It looks like that has been pushed out a little bit here to 2027. So just kind of curious about some of the puts and takes there. And then on Phase 3, I appreciate the detail in your prepared remarks, but it would be great just to get some additional color on what is going on behind the scenes here in terms of planning. What are the next few major milestones in the process? And then can you remind us when you expect to break ground and when that construction is expected to be completed?

Good morning, Brian. The timing: we have always been end of this year for Phase 2. And whether we commence operations December 31 or January 15, it is not a precise science. There is going to be some commissioning of that whole system. If you went to Repauno today, you would see the tank largely built, so a lot of the important work that would typically cause any meaningful delays or cost overruns is behind us. All the geotechnical work and driving of piles is done. So we are at a point where I think we have de-risked a fair amount of that construction. I do not see a lot of risk in any meaningful delays, but we will need to commission it, and as we have been talking about it, we want our customers thinking about very early 2027 rather than late 2026, just to be a little cautious there. But no change. The good news is we are expected to be fully utilized when we commence operation. There has been significant demand, and this feeds into your second question—what is driving that demand? The simple answer is more supply and a need for accessing more demand markets. Natural gas production in the Marcellus and Utica continues to grow, and with the gas comes liquids. Demand for things like propane in the Northeast is stable but not growing as significantly as production. So producers are looking for more outlets, more demand markets. There are only two terminals in our area, Repauno and the Sunoco Logistics terminal at Marcus Hook, that these guys can really access for large volumes over time. And so we are getting a lot of interest, and it has caused us to really refocus and push on Phase 3. At this stage, there are a number of things we need to do to put a shovel in the ground on Phase 3. We are finishing up construction estimates and all of the planning around construction. We obviously have the permits in place. And then the commercial development—those conversations are underway. I do not see us starting construction and building Phase 3 on spec. We are going to want to have some anchor customers. So our goal would be to have some anchor customers over the next six months while in parallel we are advancing all the construction elements. And hopefully sometime later this year, potentially pretty late this year, we are starting construction.

That is great. Thanks, Ken. And then just switching gears a little bit, going to the Rail segment. You highlighted you are actively pursuing multiple new additional M&A opportunities. I think you said there are four there. I think this makes sense longer term, and you have talked about transitioning FTAI Infrastructure Inc. to more of a pure-play freight rail company. But it is still early days of the Wheeling integration and driving synergies there. It sounds like there is great momentum. And then, looking at the balance sheet, you have made great progress there as well. But the capital structure still has some moving pieces. I think there are still some opportunities to enhance that. So why not focus entirely on execution and integration this year, start to drive EBITDA and cash flow even higher, deleverage with any excess capital, and then look to do some of this M&A in 2027 and beyond?

The M&A opportunities—good observation. We are a higher-leveraged business than we expect to be in the coming years, and we are very focused on deleveraging. I think there is a lot of equity value to create as we deleverage and reduce our cost of capital. We have a higher cost of capital than we hope to have in a couple of years, and deleveraging is going to drive that. The Long Ridge transaction, if successful, which we are expecting, will go a long way in deleveraging at the parent level. Make no mistake about it: priority number one is to maximize the benefits of the combined Wheeling and Transstar, for sure. And management is doing a phenomenal job every day focused on that. That said, M&A opportunities come to us. And when some of them are in the no-brainer category—and maybe they are smaller situations but even more accretive—we are definitely going to look at those. Something that is local, that is connected to the Wheeling or Transstar, where we think we can acquire assets at a five times, six times, seven times EBITDA multiple feels like we have a duty to do that because it is just so accretive. Double, triple EBITDA out of the targets. We agree with you. We have our priorities of deleveraging and optimizing the railroad we own today before we start growing. But we certainly are going to look at additional rail properties as they come up, particularly if we think they are a very good fit for us.

Thanks so much. I will leave it there.

Thank you. Our next question comes from the line of Sharif El Megravy with BTIG. Your line is now open.

Hey. Good morning. Thank you. Sticking with Rail for a second, I think you gave some very nice color about your ideal acquisition targets. But can you talk about the M&A market for rail a little bit more broadly? How many opportunities are there that kind of bolt on geographically to your existing footprint? And could you look at anything else maybe a bit further away? I think there is a rail line in Texas, for example.

The M&A market in rail—we have been doing rail stuff here for 20 years. It comes in waves, and it feels like the wave is coming at us and not going away from us. We are looking at four opportunities. They are all very actionable. Three actually are smaller properties that are very natural fits for the Wheeling and Transstar, meaning they connect or are nearby. One is not connecting. I really hope we can be the best bidder on the things that are close to us because we can certainly perceive the most value. They are not huge dollars, but they are highly accretive, and so they are certainly worth doing. And they are easy to integrate. Management will not be distracted, and this is in their backyard, and so they are pretty much no-brainers. But as more opportunities come—there was a big transaction announced earlier this week and that was in a slightly different space, more like rail services and switching. A couple of great companies that we have a lot of respect for. My understanding was that transaction occurred at pretty sporty multiples. So if you can acquire businesses at single-digit multiples and own a portfolio that trades at mid–double-digit multiples, that has to be a smart thing to do. We are staffed up, and we are going at it. Our goal, as Brian said earlier, is to increase the scale of our rail portfolio over time at FTAI Infrastructure Inc., and I think we have a good shot at doing that.

Got it. Very helpful. And then shifting gears a bit, the Sustainability and Energy Transition business contributed $9,000,000 of EBITDA this quarter. Do you have a sense of what is going on there, and if that business is something that will become a regular EBITDA contributor?

I am glad you asked, actually. The answer to your last question is yes. We have a handful of investments we do not talk about much in non-core entities. Some of the investments are minority stakes. Clean Planet Energy is a fantastic company that is in the waste-to-energy business. They are based in the U.K. It is a global company. Years ago, we invested in a U.S. subsidiary. We set up a JV to build waste-to-energy facilities in the United States. That market, no surprise, has slowed down. And so we had an opportunity to exchange our 50% interest in the U.S. JV to a 49% stake in the global company. That was a great transaction. It resulted in a write-up of our holdings in Clean Planet Energy. I am super bullish on Clean Planet Energy. They have a great management team, and I think they are focused on the right markets. Waste-to-energy is a huge business globally. It is not seeing a lot of activity in the United States right now, but across Europe and other regions, there is a lot to do there. And at Clean Planet, there is one facility under construction, two under advanced development. Yes, those will contribute EBITDA over the coming years, and we will record our portion of EBITDA. So I do think we will be reporting EBITDA. Given this single transaction, the exchange from an interest in the U.S. entity to the global parent, that is not going to happen again, and so when we were describing EBITDA for purposes of this call, we excluded that as a one-time gain. But I do think Clean Planet will be a contributor in the quarters ahead starting in 2027.

Got it. Thanks for taking my questions.

Thank you. Our last question comes from the line of Craig Shere with Tuohy Brothers Investment Research. Your line is now open.

Good morning. Thanks for taking the question and congratulations on the good quarter. To start with, is your asset sales process at Long Ridge impacting the data center discussions you are talking about? Obviously, if it can make progress there, it would certainly help with the value of any ultimate sale. Can you give us any more color about the timing of the monetization process? Would you expect any serious tax implications to it? If you had, you know, call it $4,500,000,000 in net proceeds, what are your thoughts about allocating something like that?

All good questions, and I am going to do my best within the limits of what we would like to say on this call as it relates to the sale process. Your first question about the level of activity in data developments: no, there is no impact. The parties that are looking at Long Ridge are all very well capitalized and interested in data center development and other land uses and on-site generation. And any party we are talking to about utilizing the land would be very comfortable were someone else to own Long Ridge, as long as it is a well-capitalized counterparty. So we are pushing hard to advance all the opportunities. I completely agree, of course. As those opportunities advance, the visibility of value creation at Long Ridge becomes that much more clear, and so it is nice to have commercial momentum when you are in the midst of a monetization process. In terms of timing, our goal would be to have an announced transaction in the first half of this year. In terms of what the transaction would mean, it would be significant for us, hundreds of millions of dollars of net proceeds. I am not going to go beyond that in terms of quantifying our expectations, but we set out with a certain expectation, and so far, we are certainly trending in line with those expectations. There would not be much of a tax drag on the sale. The beauty of being in the development business is, for better or for worse, you generate a fair amount of net operating losses over the time of developing assets. And so we do not expect there to be much tax leakage. So most of the gross proceeds, after debt repayment, should flow to FTAI Infrastructure Inc. And finally, what do we do with those proceeds? I think we will probably deleverage, mostly. It would be a really good thing for us. It may give us an opportunity to actually refinance this loan we put in place. We deliberately put a loan in place that is not of a very long-term duration and that limits the prepayment premium. And we negotiated an even lower premium with proceeds from the Long Ridge sale. So it gives us the flexibility to deleverage initially. Brian asked about some of the rail acquisitions, so obviously we will be—needless to say, we are focused on deleveraging. I think you should assume we use proceeds from the Long Ridge sale to deleverage high-cost debt.

Gotcha. And how far down does new Phase 3 underground storage cavern development have to go—how far down the road does it have to go—before thinking about monetizing that business as well?

I think the closer we get to operational completion, the more value any buyer would perceive. It is not a precise science. I think you certainly need construction underway and commercial contracts. Then you have the certainty. I think the team at Repauno has done a great job delivering on constructing, and I think any buyer of Repauno would give us credit for being able to get the job done. But at a minimum, we have to get through the next six to nine months and be under construction and at least have anchor customers for Phase 3 before we would be considering monetizing that asset.

Right. So if that is a 2026 goal, the idea that this could monetize, I do not know, by the first half of next year is not unthinkable.

Correct. Yep. I think that is a good way to think about it.

Great. Thank you.

Thank you. I would now like to hand the conference back over to Alan Andreini for closing remarks.

Thank you, Shannon, and thank you all for participating in today’s conference call. We look forward to updating you again after Q1.