Sec Form 3 Filing - LIF AIV 1, L.P. @ FTAI Infrastructure Inc. - 2025-02-26

FORM 3 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 LIF AIV 1, L.P. 2. Issuer Name and Ticker or Trading Symbol FTAI Infrastructure Inc. [ FIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 900 NORTH MICHIGAN AVENUE, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2025 (Street) CHICAGO, IL60611 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

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 Series B Preferred Stock ( 1 ) $ 8.18 ( 1 ) 02/26/2025 ( 1 ) Common Stock 19,559,903 ( 2 ) I See Footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIF AIV 1, L.P. 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X Labor Impact Fund, L.P. 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X GCM Investments GP, LLC 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X Grosvenor Capital Management Holdings, LLLP 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X GCM Grosvenor Holdings, LLC 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X GCM Grosvenor Inc. 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X GCM V, LLC 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X Sacks Michael Jay 900 NORTH MICHIGAN AVENUE SUITE 1100 CHICAGO, IL60611 X X Signatures LIF AIV 1, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date Labor Impact Fund, L.P., By: GCM Investments GP, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date GCM Investments GP, LLC, By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date Grosvenor Capital Management Holdings, LLLP, By: GCM Grosvenor Holdings, LLC, its general partner, By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date GCM Grosvenor Holdings, LLC , By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date GCM Grosvenor Inc., By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date GCM V, L.L.C., By: /s/ Burke J. Montgomery, Authorized Signatory 02/28/2025 Signature of Reporting Person Date /s/ Michael J. Sacks 02/28/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of Series B Convertible Junior Preferred Stock (the "Series B Preferred Stock") of FTAI Infrastructure Inc. (the "Issuer") held by LIF AIV 1, L.P. ("LIF AIV") and Labor Impact Fund, L.P. ("Labor Impact Fund"). Each share of Series B Preferred Stock is convertible at any time at the option of the holder into a number of shares of common stock, par value $0.01 per share ("Common Stock"), of the Issuer equal to the quotient of the Liquidation Value (as defined in the Certificate of Designations governing the Series B Preferred Stock) in effect at the time of conversion divided by the Conversion Price (each as defined in the Certificate of Designations governing the Series B Preferred Stock). As of the date hereof, the Liquidation Value of the Series B Preferred Stock is $1,000 and the Conversion Price is $8.18. ( 2 )Assumes all of the shares of Series B Preferred Stock are converted into shares of Common Stock of the Issuer as of the date hereof. ( 3 )The shares of Series B Preferred Stock reported herein are held directly by LIF AIV and Labor Impact Fund, and indirectly by: (i) GCM Investments GP, LLC ("GCM GP") as the general partner of each of LIF AIV and Labor Impact Fund; (ii) Grosvenor Capital Management Holdings, LLLP ("Grosvenor Capital Holdings") as the sole member of GCM GP; (iii) GCM Grosvenor Holdings, LLC ("GCM Holdings") as the general partner of Grosvenor Capital Holdings; (iv) GCM Grosvenor Inc. ("GCM Grosvenor") as the sole member of GCM Holdings; (v) GCM V, L.L.C. ("GCM V") as a shareholder of GCM Grosvenor; and (vi) Michael J. Sacks, as the manager of GCM V (collectively, the "Reporting Persons"). 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, ( 4 )(Continued from footnote 3) 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.

Remarks: 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.

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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