[8-K] FTAI Infrastructure Inc. Reports Material Event

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Form 4 highlights: Journey Medical Corp. (DERM) reported that director Jayne Miranda Toledano received 20,000 restricted stock units (RSUs) on 05-Aug-2025 at $0 cost under the 2015 Stock Plan. The award lifts her total beneficial ownership to 108,618 common shares.

The RSUs vest in three tranches: 6,667 shares on 05-Aug-2028, 6,667 on 05-Aug-2029 and 6,666 on 05-Aug-2030. No sales, option exercises or other dispositions were disclosed.

The grant is a non-cash equity incentive intended to align the director鈥檚 interests with long-term shareholder value.
Any share dilution will be incremental and spread over the 2028-2030 period, contingent on continued service and vesting conditions.

Insights

TL;DR Routine RSU grant; boosts insider alignment, limited immediate market impact.

The filing shows no insider selling鈥攐nly a 20,000-share equity award that increases the director鈥檚 stake to 108,618 shares. Because the RSUs vest over five years, the cash鈥恌low effect is minimal and dilution is deferred. While positive for governance, the grant is not large enough to alter valuation or near-term float; therefore I view the event as neutral for the stock.

TL;DR Long-dated RSUs enhance board alignment鈥攎arginally positive signal.

Granting multi-year RSUs rather than cash strengthens retention and links compensation to future performance. The absence of sales reduces concerns about insider sentiment. The staggered vesting through 2030 promotes long-term oversight, a modest governance positive, but the small size limits strategic impact.

08/07/2025 - 05:16 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 7, 2025

FTAI INFRASTRUCTURE INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41370	87-4407005
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, 45th Floor

New York, New York 10105

(Address of principal executive offices and zip code)

(212) 798-6100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FIP	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2025, FTAI Infrastructure Inc. (“FIP” or the “Company”) issued a press release announcing the Company’s results for its fiscal quarter ended June 30, 2025. A copy of the Company’s press release is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 2.02 disclosure.

This Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
99.1						Press release, dated August 7, 2025, issued by FTAI Infrastructure Inc.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: August 7, 2025


FTAI INFRASTRUCTURE INC.
/s/ Kenneth J. Nicholson
Kenneth J. Nicholson
Chief Executive Officer and President

Source:

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