Sec Form 4 Filing - FIG Buyer GP, LLC @ FTAI Infrastructure Inc. - 2024-08-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FIG Buyer GP, LLC 2. Issuer Name and Ticker or Trading Symbol FTAI Infrastructure Inc. [ FIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1345 AVENUE OF THE AMERICAS, 46TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2024 (Street) NEW YORK, NY10105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 08/09/2024 X 4,379 A $ 1.95 1,740,045 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 X 1,452 A $ 1.94 1,741,497 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 X 33,457 A $ 1.94 1,774,954 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 X 284,746 A $ 3.69 2,059,700 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 X 960,000 A $ 3.17 3,019,700 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 X 102,710 A $ 3.17 3,122,410 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 X 8,695,652 A $ 2.61 11,818,062 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 08/09/2024 S( 3 ) 3,399,501 D $ 9.04 8,418,561 I See Footnotes ( 1 ) ( 2 ) Common Stock, par value $0.01 per share 757,340 I See Footnotes ( 2 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 1.95 08/09/2024 X 4,379 ( 5 ) 08/28/2030 Common Stock, par value $0.01 per share 4,379 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Stock Option (right to buy) $ 1.94 08/09/2024 X 1,452 ( 5 ) 08/31/2030 Common Stock, par value $0.01 per share 1,452 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Stock Option (right to buy) $ 1.94 08/09/2024 X 33,457 ( 5 ) 09/01/2030 Common Stock, par value $0.01 per share 33,457 $ 0 0 I See Footnotes ( 1 ) ( 2 ) Stock Option (right to buy) $ 3.69 08/09/2024 X 284,746 ( 5 ) 03/25/2031 Common Stock, par value $0.01 per share 284,746 $ 0 35,593 ( 6 ) I See Footnotes ( 1 ) ( 2 ) Stock Option (right to buy) $ 3.17 08/09/2024 X 960,000 ( 5 ) 09/14/2031 Common Stock, par value $0.01 per share 960,000 $ 0 120,000 ( 6 ) I See Footnotes ( 1 ) ( 2 ) Stock Option (right to buy) $ 3.17 08/09/2024 X 102,710 ( 5 ) 10/12/2031 Common Stock, par value $0.01 per share 102,710 $ 0 12,838 ( 6 ) I See Footnotes ( 1 ) ( 2 ) Stock Option (right to buy) $ 2.61 08/09/2024 X 8,695,652 ( 7 ) 08/01/2032 Common Stock, par value $0.01 per share 8,695,652 $ 0 2,173,913 I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FIG Buyer GP, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Fortress Investment Group LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FIG Blue LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Fortress Operating Entity I LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FIG LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Foundation Holdco LP 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FIG Parent, LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FINCO I LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X FINCO I Intermediate Holdco LLC 1345 AVENUE OF THE AMERICAS, 46TH FLOOR NEW YORK, NY10105 X Signatures FIG BUYER GP, LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FORTRESS INVESTMENT GROUP LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FIG Blue LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FORTRESS OPERATING ENTITY I LP, By: FIG Blue LLC, its general partner, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FIG LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FOUNDATION HOLDCO LP, By: FIG Buyer GP, LLC, its general partner, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FIG PARENT, LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FINCO I LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date FINCO I INTERMEDIATE HOLDCO LLC, By: /s/ David N. Brooks, its Secretary 08/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities held directly by FIG LLC, a Delaware limited liability company ("FIG"). Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco. ( 2 )Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported securities for the purposes of Section 16 or otherwise. ( 3 )On August 9, 2024, FIG exercised options to purchase an aggregate of 11,818,062 shares of the Issuer's common stock at various prices as reported in the two Forms 4 filed on the date hereof. These options were net settled, resulting in the Issuer's withholding of 3,399,501 of the option shares for the exercise prices and issuing to FIG the remaining 8,418,561 shares. ( 4 )Reflects securities held directly by Principal Holdings I LP, a Delaware limited partnership ("Principal Holdings"). Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco") is the general partner of Principal Holdings. FIG Buyer GP, LLC, a Delaware limited liability company ("FIG Buyer"), is the general partner of Foundation Holdco. ( 5 )These options are fully vested and exercisable, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and officers of the Issuer, subject to the terms of such awards. ( 6 )Reflects the cancellation of certain options in connection with the exercise of corresponding tandem awards by an officer of the Issuer. ( 7 )Upon grant (August 1, 2022), such options were fully vested and become exercisable over a 30-month period in monthly installments beginning on the first of each month following the month in which the options were granted, provided that FIG's right to exercise them is suspended in connection with those tandem awards held by certain directors and o fficers of the Issuer, subject to the terms of such awards.

Remarks: Due to the limitation on the number of transactions that can be reported on a single Form 4, this Form 4 is the second of two being filed by the reporting persons on the date hereof.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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