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): ~~March~~April 3117, 2026

Stabilis Solutions, Inc.

(Exact name of registrant as specified in its charter)

Florida		001-40364		59-3410234
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11750 Katy Freeway Suite 900 Houston, Texas		77079
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 832-456-6500

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 (see General Instruction A.2. below):

☐	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, $.001 par value		SLNG		The Nasdaq Stock Market LLC

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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnEquity ~~March~~Distribution 31, 2026, Stabilis GDS, Inc., ("Stabilis GDS"), a wholly-owned subsidiary of Stabilis Solutions, Inc. (“Stabilis” and collectively with Stabilis GDS, “the Company”) terminated its previously announced 10-year agreement with a leading investment-grade global marine operator to supply Liquefied Natural Gas (“LNG”) from the Company’s proposed 350,000 gallon-per-day Galveston liquefaction facility. The agreement contemplated the supply of approximately 50 million gallons of LNG per year, representing roughly 40% of the facility’s planned liquefaction capacity, with minimum volume commitments of approximately 32% of planned capacity. The agreement was subject to, among other things, the successful financing, construction, and commissioning of the proposed Galveston LNG liquefaction facility.Agreement

~~The~~On ~~decision~~April to17, ~~terminate~~2026, Stabilis Solutions, Inc. (the ~~agreement~~“Company”), ~~was~~entered ~~made~~into inan ~~connection~~Equity Distribution Agreement (the “Agreement”) with Johnson Rice & Company L.L.C. (the “Sales Agent”). Pursuant to the terms of the Agreement, the Company’s ~~ongoing~~may ~~efforts~~sell from time to ~~secure~~time ~~third~~through ~~party~~the ~~project~~Sales ~~financing~~Agent ~~for~~shares of the ~~Galveston~~Company’s ~~LNG~~common ~~facility~~stock, par value $0.001 ~~During~~per ~~negotiations~~share (“Common Stock”), with ~~prospective~~an ~~financing~~aggregate ~~partners,~~sales price of up to $10,146,795 (the ~~Company~~“Shares”). ~~was~~The ~~requested~~Company intends to ~~modify~~use ~~certain~~the ~~provisions~~net ofproceeds from the ~~agreement~~issuances asand asales ~~condition~~of tocommon ~~completing~~stock ~~project~~offered ~~financing.~~hereby ~~The~~for ~~counterparty~~general ~~did~~corporate purposes, including, but not ~~agree~~limited to, ~~the~~repayment ~~proposed~~or ~~modifications~~refinancing of outstanding debt, ~~and~~financing ~~the~~of ~~Company~~capital ~~elected~~expenditures, toexpanding ~~terminate~~liquefaction ~~the~~infrastructure, ~~agreement~~scaling operations, financing acquisitions or investments or other business opportunities, share repurchases, including from insider / affiliate shareholders and general working capital purposes.

AsAny asales ~~result,~~of ~~the~~Shares ~~Company~~pursuant ~~expects delays~~ to the ~~anticipated~~Agreement ~~final~~will ~~investment~~be ~~decision,~~made ~~project~~under ~~financing, and development timeline for~~ the ~~Galveston~~Company’s ~~LNG~~effective ~~facility.~~“shelf” ~~The~~registration ~~Company~~statement ~~continues~~(the to“Registration ~~pursue~~Statement”) ~~the~~on ~~development~~Form ofS-3 ~~the~~(File ~~facility~~No. ~~and~~333-294281), isas ~~engaged~~supplemented inby ~~discussions~~a ~~with~~prospectus ~~potential~~supplement ~~customers~~dated ~~regarding~~April ~~alternative~~17, ~~offtake arrangements~~2026.

~~CAUTIONARY~~Under ~~STATEMENTS~~the ~~REGARDING~~Agreement, ~~FORWARD-LOOKING~~the ~~STATEMENTS~~Company may sell Shares through the Sales Agent by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended.

~~This~~Each ~~Form~~time ~~8-K~~the ~~includes~~Company ~~“forward-looking~~wishes ~~statements”~~to ~~within~~issue and sell Shares under the ~~meaning~~Agreement, ofit will notify the ~~safe~~Sales ~~harbor~~Agent ~~provisions~~of the number of Shares to be issued, the ~~U.S.~~time ~~Private~~period ~~Securities~~during ~~Litigation~~which ~~Reform~~such ~~Act~~sales are requested to be made, any limitation on the number of ~~1995~~Shares to be sold in any one day and ~~within~~any minimum price below which sales may not be made. Pursuant to the ~~meaning~~terms of ~~Section~~the ~~27a~~Agreement, ofthe Company has agreed that once the ~~Securities~~Sales ~~Act~~Agent ofhas ~~1933,~~notified asthe ~~amended~~Company that it accepts such instructions, ~~and~~or ~~Section~~the ~~21e~~Company ofhas accepted the ~~Securities~~Sales ~~Exchange~~Agent’s ~~Act~~proposed modification(s) of ~~1934,~~such asinstructions ~~amended.~~(and ~~Any~~the ~~actual~~Sales ~~results~~Agent ~~may~~has ~~differ~~received ~~from~~such ~~expectations~~acceptance), ~~estimates~~the ~~and~~Sales ~~projections~~Agent ~~presented~~will oruse ~~implied~~its commercially reasonable efforts consistent with its normal trading practice and, ~~consequently,~~sales ~~you~~practices ~~should~~to ~~not~~sell ~~rely~~such Shares up to the amount specified on ~~these~~such ~~forward-looking~~terms. ~~statements~~The asobligations ~~predictions~~of the Sales Agent under the Agreement to sell Shares are subject to a number of ~~future~~conditions ~~events.~~that ~~Words~~the ~~such~~Company asmust ~~“can,”~~meet. ~~“believes,”~~The ~~“feels,”~~offering ~~“anticipates,”~~of ~~“expects,”~~the ~~“intends,”~~Shares ~~“could,”~~pursuant “to the Agreement will,” ~~“plan,”~~terminate ~~“may,”~~upon ~~“should,”~~the ~~“predicts,”~~sale ~~“potential,”~~of ~~“outlook”~~Shares ~~and~~in ~~similar~~an ~~expressions~~aggregate ~~are~~offering ~~intended~~amount equal to ~~identify~~$10,146,795, ~~such~~or ~~forward-looking~~sooner ~~statements~~if either the Company or the Sales Agent terminates the Agreement pursuant to its terms.

~~Such~~The ~~forward-looking~~Company ~~statements~~will ~~relate~~pay toa ~~future~~commission ~~events~~to orthe ~~future~~Sales ~~performance,~~Agent ~~but~~of ~~reflect~~up ~~our~~to ~~current beliefs, based on information currently available~~3.0% ~~Most~~ of ~~these~~the ~~factors~~gross ~~are~~offering ~~outside~~proceeds ~~our~~of ~~control~~the ~~and~~Shares ~~are~~sold ~~difficult~~pursuant to ~~predict.~~the AAgreement ~~number~~and ofwill ~~factors~~pay ~~could~~the ~~cause~~Sales ~~actual~~Agent ~~events,~~all ~~performance~~expenses orincident ~~results~~ to ~~differ materially from~~ the ~~events,~~ performance ~~and~~of ~~results~~its ~~discussed~~obligations inunder the ~~forward-looking statements~~Agreement. ~~Factors~~The ~~that~~Company ~~may~~has ~~cause~~also ~~such~~provided ~~differences include, among other things:~~ the ~~future~~Sales ~~performance~~Agent ofwith ~~Stabilis,~~customary ~~future~~indemnification ~~demand for~~ and ~~price~~contribution ofrights. ~~LNG,~~The ~~availability~~Company ~~and~~is ~~price~~not ofobligated ~~natural~~to ~~gas,~~make ~~unexpected~~any ~~costs,~~sales ~~availability~~ of ~~financing,~~Shares ~~ability~~under tothe achieve conditions precedent to bunkering agreements, ability to achieve additional offtake necessary for FID, construction delays or cost overruns, regulatory or other legal impediments, and general economic conditionsAgreement.

The foregoing ~~list~~description of ~~factors~~the Agreement is not ~~exclusive.~~complete ~~Additional information concerning these~~ and ~~other risk factors~~ is ~~contained~~qualified in ~~the~~its ~~Risk~~entirety ~~Factors~~by inreference ~~Item~~to 1Athe offull ~~our~~text ~~Annual~~of ~~Report on Form 10-K filed with~~ the ~~Securities~~Agreement, ~~and~~a ~~Exchange~~copy ~~Commission~~of ~~on March 5, 2026~~ which is ~~available~~filed onas ~~the~~Exhibit ~~SEC’s~~1.1 ~~website~~to atthis ~~www.sec.gov~~Current orReport on ~~the~~Form ~~Investors section of our website at www.stabilis~~8-~~solutions.com.~~K ~~All subsequent written~~ and ~~oral~~is ~~forward-looking~~incorporated ~~statements~~herein ~~concerning Stabilis, or other matters attributable to Stabilis, or any person acting on its behalf are expressly qualified in their entirety~~ by ~~the cautionary statements above~~reference. ~~Readers~~The ~~are~~Agreement ~~cautioned~~is ~~not~~also toincorporated ~~place~~by ~~undue~~reference ~~reliance~~into ~~upon any forward-looking statements, which speak only as of~~ the ~~date~~Registration ~~made~~Statement.

~~Stabilis~~A ~~does~~copy ~~not~~of ~~undertake~~the oropinion ~~accept~~of ~~any~~Joel ~~obligation~~Bernstein, orattorney ~~undertaking~~at tolaw, ~~release~~relating ~~publicly~~to ~~any~~the ~~updates~~legality orof ~~revisions~~the toshares ~~any~~of ~~forward-looking~~Common ~~statement~~Stock toissuable ~~reflect~~under ~~any~~the ~~change~~Agreement inis ~~their~~filed ~~expectations~~as orExhibit ~~any~~5.1 ~~change~~to inthis ~~events,~~Current ~~conditions~~Report ~~or circumstances~~ on ~~which~~Form ~~any~~8-K ~~such~~and ~~statement~~ is ~~based,~~also ~~except~~incorporated asby ~~required~~reference byinto ~~law~~the Registration Statement.

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	~~Description~~	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
1.1	*	Equity Distribution Agreement, dated as of April 17, 2026, by and between Stabilis Solutions, Inc. and Johnson Rice & Company LLC.
5.1	*	Opinion of Joel Bernstein, attorney at law.
23.1	*	Consent of Joel Bernstein, attorney at law (included in Exhibit 5.1).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

STABILIS SOLUTIONS, INC. By: /s/Andrew L. Puhala Andrew L. Puhala Chief Financial Officer

	STABILIS SOLUTIONS, INC.
	By: /s/Andrew L. Puhala
	Andrew L. Puhala
	Chief Financial Officer

Date: April 17, 2026

Date: April 2, 2026

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