FTAI Infrastructure Inc.FIP
FTAI Infrastructure Inc. Stock Compensation Disclosure
EQUITY-BASED COMPENSATION
On August 1, 2022, we established a Nonqualified Stock Option and Incentive Award Plan (“Incentive Plan”) which provides for the ability to grant equity compensation awards in the form of stock options, stock appreciation rights, restricted stock, and performance awards to eligible employees, consultants, directors, and other individuals who provide services to us, each as determined by the Compensation Committee of the board of directors.
As of December 31, 2025, the Incentive Plan provides for the issuance of up to 30.0 million shares. We account for equity-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation and we report equity-based compensation within Operating expenses and General and administrative in the Consolidated Statements of Operations.
Subsidiary Stock-Based Compensation
The following table presents the expense related to our subsidiary stock-based compensation arrangements recognized in the Consolidated Statements of Operations:
Expense Recognized During the Year Ended December 31, | Remaining Expense To Be Recognized, If All Vesting Conditions Are Met | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||
| Restricted shares | $ | 6,019 | $ | 399 | $ | 949 | $ | 7,029 | 1.0 | ||||||||||||||||||||
| Common units | 2,300 | 1,801 | 1,812 | 2,673 | 1.3 | ||||||||||||||||||||||||
| Total | $ | 8,319 | $ | 2,200 | $ | 2,761 | $ | 9,702 | |||||||||||||||||||||
Restricted Stock Units to Subsidiary Employees
During the year ended December 31, 2023, we issued restricted stock units (“RSUs”) of our common stock that had a grant date fair value of $16.9 million, based on the closing price of FIP’s stock on the grant date, and vest over three years. These awards were made to employees of certain of our subsidiaries, are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. This grant fully canceled and replaced the vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021. During the year ended December 31, 2024, we issued additional RSUs of our common stock that had a grant date fair value of $1.9 million. During the year ended December 31, 2025, we issued additional RSUs of our common stock that had a grant date fair value of $0.4 million.
The following table presents the expense related to our RSUs to subsidiary employees recognized in the Consolidated Statements of Operations:
Expense Recognized During the Year Ended December 31, | Remaining Expense To Be Recognized, If All Vesting Conditions Are Met | Weighted Average Remaining Contractual Term (in years) | |||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||
| Restricted stock units | $ | 2,736 | $ | 6,341 | $ | 6,268 | $ | 264 | 0.2 | ||||||||||||||||||||
| Total | $ | 2,736 | $ | 6,341 | $ | 6,268 | $ | 264 | |||||||||||||||||||||
The following tables present information for our stock options, restricted shares of our subsidiary, common units of our subsidiary and restricted stock units to subsidiary employees:
| Stock Options | Restricted Shares | Common Units | Restricted Stock Units | ||||||||||||||||||||||||||||||||||||||||||||
| Options | Weighted Average Exercise Price | Shares | Weighted Average Issuance Price | Units | Weighted Average Issuance Price | Units | Weighted Average Issuance Price | ||||||||||||||||||||||||||||||||||||||||
Outstanding as of December 31, 2024 | 4,106,088 | $ | — | 720,104 | $ | — | 1,744,363 | $ | — | 1,601,905 | $ | — | |||||||||||||||||||||||||||||||||||
| Granted | 2,852,049 | 5.61 | 11,715,489 | 1.08 | 2,075,001 | 1.28 | 89,601 | 4.83 | |||||||||||||||||||||||||||||||||||||||
| Less: exercised or vested | 3,863,172 | 2.64 | 3,983,452 | 1.07 | 1,770,961 | 1.31 | 1,221,325 | 4.04 | |||||||||||||||||||||||||||||||||||||||
| Less: forfeited and canceled | 227,917 | 2.47 | — | — | — | — | 19,131 | 3.51 | |||||||||||||||||||||||||||||||||||||||
Outstanding as of December 31, 2025 | 2,867,048 | 8,452,141 | 2,048,403 | 451,050 | |||||||||||||||||||||||||||||||||||||||||||
| Stock Options | Restricted Shares | Common Units | Restricted Stock Units | ||||||||||||||||||||
As of December 31, 2025: | |||||||||||||||||||||||
| Weighted average exercise / issuance price (per share) | $ | 5.56 | $ | 1.07 | $ | 1.31 | $ | 3.51 | |||||||||||||||
| Aggregate intrinsic value (in thousands) | $ | 15,949 | $ | 9,047 | $ | 2,674 | $ | 1,583 | |||||||||||||||
| Weighted average remaining contractual term | 9.1 years | 1.0 year | 1.3 years | 0.2 years | |||||||||||||||||||
During the year ended December 31, 2025, certain of the Manager’s employees, as well as certain directors and officers, exercised 3,863,172 options at a weighted average exercise price of $2.64 and received a net 1,537,206 shares of our common stock.
Stock Options
In connection with the spin-off and our redeemable preferred stock raise (see Notes 16, 18 and 19 for details), we granted 10.9 million options to purchase our common stock to the Manager. The fair value of these options of $18 million, calculated using a binomial lattice model at issuance date, was recorded as an increase in equity with an offsetting reduction of proceeds received. As of December 31, 2025, there are no remaining options outstanding related to the stock options granted in connection with the spin-off.
In connection with our February 2025 offering of Series B Preferred stock (see Note 18), the Company issued to the Manager, options to purchase 2.9 million shares of common stock at a per share exercise price of $5.61, which had a grant date fair value of $7.4 million.
Restricted Shares
We issued restricted shares of our subsidiary to certain employees during the year ended December 31, 2021 that had a grant date fair value of $5.6 million, and generally vest over three years. These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date. The grant for restricted stock units to subsidiary employees fully canceled and replaced these vested and unvested restricted shares of our subsidiary issued in the first quarter of 2021.
During the years ended December 31, 2025 and 2024, we issued restricted shares of our subsidiary that had a grant date fair value of $12.6 million and $0.8 million, respectively and generally vest over three years. These awards are subject to continued employment, and the compensation expense is recognized ratably over the vesting periods. The fair value of these awards was based on the fair value of the operating subsidiary on each grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.
Common Units
We issued 2,075,001 and 1,995,000 common units of our subsidiaries to certain employees for the years ended December 31, 2025 and 2024, respectively, that had grant date fair values of $2.7 million and $2.7 million, respectively, and vest over three years. These awards are subject to continued employment and compensation expense is recognized ratably over the vesting periods. The fair value was based on the fair value of the operating subsidiary on the grant date, which is estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows.
Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.
During the year ended December 31, 2023, we issued 150,000 separate common units of our subsidiary that had a grant date fair value of $0.2 million and vest over three years. These awards are subject to performance targets based on EBITDA as defined in the agreements, and the total expected compensation expense is recognized ratably over the vesting periods if it is probable that the performance conditions will be met. The fair value of these awards was based on the fair value of the operating subsidiary on the grant date, which was estimated using a discounted cash flow analysis that requires the application of discount factors and terminal multiples to projected cash flows. Discount factors and terminal multiples were based on market-based inputs and transactions, as available at the measurement date.
Director Compensation
During the years ended December 31, 2025 and 2024, we issued 2,825 and 11,062 shares of common stock to certain directors as compensation, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 13, 2025 | |
| 2023 | Mar 27, 2024 | |
| 2022 | Mar 9, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.