What FTAI Infrastructure Inc. told the SEC could break it.

FTAI Infrastructure has material customer concentration — one customer in the Railroad segment was ~32% of consolidated revenue in 2025 (50%/51% in 2024/2023; $159.5M) and one customer in the Jefferson Terminal segment was ~10-13% ($52.3M) — and three customers were 41% of total receivables; loss of either large customer would materially impair revenue. (Customers not named in the filing, so recorded as concentration risk rather than named edges.)

“We earned approximately 10%, 13% and 12% of our revenue for the years ended December 31, 2025, 2024 and 2023 from one customer within the Jefferson Terminal segment, respectively, and 32%, 50% and 51% of our revenue from one customer within the Railroad segment during the years ended December 31, 2025, 2024 and 2023, respectively.”

FTAI Infrastructure carries substantial debt used to fund acquisitions (the $1.05 billion Wheeling and $640 million Transtar railroad deals) and has reported net losses attributable to stockholders; its ability to refinance, repurchase or repay outstanding debt depends on market conditions, liquidity and compliance with debt-agreement covenants, creating refinancing and liquidity risk.

“to repurchase or repay our outstanding debt through, as applicable, tender offers, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements)”

FTAI's Jefferson Terminal (refined-products export) and rail volumes are sensitive to oil and commodity prices and to geopolitical/trade conditions; the company notes that a significant decline in oil prices has historically led to lower production and transportation budgets worldwide, reducing the throughput its terminals and railroads handle.

“In the past, a significant decline in oil prices has led to lower production and transportation budgets worldwide.”

FTAI's railroad, terminal and power assets are regulated by numerous U.S. federal agencies — the Surface Transportation Board (which had to approve the Wheeling acquisition), Federal Railroad Administration, DOT, EPA and OSHA, plus state/local bodies — and its redevelopment projects (Long Ridge gas plant, Repauno) depend on permits that may be delayed, litigated or reversed, raising compliance cost and project-timeline risk.

“These laws and regulations are enforced by U.S. federal agencies, including the U.S. Environmental Protection Agency (the “U.S. EPA”), the U.S. Department of Transportation (the “DOT”), the Occupational Safety and Health Act (the “OSHA”), the U.S. Federal Railroad Administration (the “FRA”), and the U.S. Surface Transportation Board (the “STB”)”

FTAI Infrastructure is externally managed by the Manager, an affiliate of Fortress, under a Management Agreement requiring it to pay management fees and reimburse expenses ($11.55M in 2025), and depends on that Manager's team to execute strategy; this external-management structure concentrates operational dependence and creates related-party conflict-of-interest and fee-burden risk.

“We are managed by the Manager, an affiliate of Fortress, pursuant to our Management Agreement, which provides for us to bear obligations for management fees and expense reimbursements payable to the Manager.”