Form 4: FTAI Infrastructure 10% Owners Receive Preferred Stock Dividend

LIF AIV 1, L.P. and Labor Impact Fund, L.P., along with affiliated entities, received a 10% annual dividend on their Series B Preferred Stock in FTAI Infrastructure Inc., increasing their potential common stock conversion.

Summary

• Reporting Persons, including LIF AIV 1, L.P. and Labor Impact Fund, L.P., who are 10% owners and directors (by deputization) of FTAI Infrastructure Inc. (FIP), filed a Form 4.
• The filing reports a dividend received on 160,000 shares of Series B Convertible Junior Preferred Stock.
• The dividend, a quarterly compounding regular dividend equal to 10% per annum, was received on December 31, 2025.
• This dividend increased the Stated Value of the Series B Preferred Stock, resulting in an additional 530,416 shares of Common Stock into which the preferred stock is convertible.
• As of the filing date, the Series B Preferred Stock held by LIF AIV and Labor Impact Fund is convertible into a total of 21,285,781 shares of Common Stock.
• The Series B Preferred Stock has a conversion price of $8.18 per share of Common Stock.
• The expiration date for the Series B Preferred Stock is February 26, 2025.

Sentiment

Score: 6

Explanation: Neutral to slightly positive for the reporting persons due to dividend receipt, but the discrepancy in dates for the preferred stock expiration and dividend transaction introduces a minor concern.

Positives

• Reporting persons received a 10% annual dividend on their Series B Preferred Stock, indicating a return on their investment.
• The dividend increased the potential common stock conversion by 530,416 shares, enhancing the value of their preferred stock holdings.

Negatives

• The transaction date for the dividend (December 31, 2025) is after the stated expiration date of the Series B Preferred Stock (February 26, 2025), which is an unusual and potentially concerning discrepancy.

Risks

• The Series B Preferred Stock has an expiration date of February 26, 2025, which is prior to the reported dividend transaction date of December 31, 2025, raising questions about the status and convertibility of the preferred stock post-expiration.
• The reporting persons disclaim beneficial ownership of the underlying common stock except to the extent of their pecuniary interest, which is standard but highlights the indirect nature of their control over the common shares.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the details of the dividend and the future convertibility of the Series B Preferred Stock into common shares.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock underlying the Series B Preferred Stock except to the extent of its or his pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
• The Reporting Persons may be deemed to be directors by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Matthew Rinklin, an employee of GCM Grosvenor L.P., an affiliate of the Reporting Persons, currently serves on the board of directors of the Issuer.

Industry Context

This Form 4 filing primarily details an internal capital structure event (preferred stock dividend) for FTAI Infrastructure Inc. and the beneficial ownership changes for its 10% owners and directors. It does not directly provide broader industry trends or competitive analysis, but it highlights the ongoing financial relationship between a significant institutional investor group (GCM Grosvenor affiliates) and the issuer.

Comparison to Industry Standards

• The filing is a standard Form 4 reporting a dividend on preferred stock. The 10% per annum dividend rate on Series B Preferred Stock is a relatively high yield, often seen in preferred equity issued by companies seeking capital or in specific structured finance arrangements.
• Without further context on FTAI Infrastructure Inc.'s financial health or comparable preferred stock offerings from similar infrastructure companies, a direct comparison to industry benchmarks is limited. However, such a yield typically implies a higher risk profile or specific strategic intent compared to lower-yielding investment-grade preferred shares.

Corporate Governance

Related Party Transactions

• The dividend on Series B Preferred Stock is a transaction between the Issuer and its 10% owners/directors (by deputization), which are related parties.

Stakeholder Impact

• Shareholders: The increase in potential common stock conversion from the Series B Preferred Stock could lead to future dilution if converted, impacting existing common shareholders.
• Reporting Persons (LIF AIV, Labor Impact Fund, GCM Grosvenor affiliates): Directly benefit from the dividend, increasing the value of their investment in FTAI Infrastructure Inc.

Next Steps

• The Series B Preferred Stock remains convertible into Common Stock at the option of the holder.
• The reporting persons will continue to hold their beneficial ownership in FTAI Infrastructure Inc. through the Series B Preferred Stock and its underlying common stock conversion rights.

Key Dates

Recommendation

This Form 4 primarily reports a routine dividend on preferred stock held by significant investors. While the dividend itself is a positive for the preferred shareholders, it doesn't provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment stance. The unusual timing of the dividend relative to the preferred stock's expiration date warrants further investigation but does not immediately suggest a 'buy' or 'sell' signal without additional context.

Keywords

FTAI Infrastructure Inc., FIP, SEC Form 4, Beneficial Ownership, Series B Preferred Stock, Convertible Securities, Dividend, GCM Grosvenor, Insider Trading, 10% Owner, Director by Deputization