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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to__________

Commission File Number: 001-38790

New Fortress Energy Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware			83-1482060
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


111 W. 19th Street, 8th Floor New York, NY			10011
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (516) 268-7400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer x			Accelerated filer ¨
Non-accelerated filer ¨			Smaller reporting company ☐
			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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock

“NFE”

Nasdaq Global Select Market

As of September 1, 2025, the registrant had 284,552,811 shares of Class A common stock outstanding.

Table of Contents

TABLE OF CONTENTS


GLOSSARY OF TERMS		ii

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS		iv

PART I FINANCIAL INFORMATION		1

Item 1.	Financial Statements.	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	37

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	58

Item 4.	Controls and Procedures.	59

PART II OTHER INFORMATION		61

Item 1.	Legal Proceedings.	61

Item 1A.	Risk Factors.	61

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	100

Item 3.	Defaults Upon Senior Securities.	100

Item 4.	Mine Safety Disclosures.	100

Item 5.	Other Information.	100

Item 6.	Exhibits.	100

SIGNATURES		109

Table of Contents

GLOSSARY OF TERMS

As commonly used in the liquefied natural gas industry, to the extent applicable and as used in this Quarterly Report on Form 10-Q (“Quarterly Report”), the terms listed below have the following meanings:


ADO			automotive diesel oil

Bcf/yr			billion cubic feet per year

Btu			the amount of heat required to raise the temperature of one avoirdupois pound of pure water from 59 degrees Fahrenheit to 60 degrees Fahrenheit at an absolute pressure of 14.696 pounds per square inch gage

CAA			Clean Air Act

CERCLA			Comprehensive Environmental Response, Compensation and Liability Act

CWA			Clean Water Act



DOT			U.S. Department of Transportation

EPA			U.S. Environmental Protection Agency

FTA countries			countries with which the United States has a free trade agreement providing for national treatment for trade in natural gas

GAAP			generally accepted accounting principles in the United States

GHG			greenhouse gases

GSA			gas sales agreement

Henry Hub			a natural gas pipeline located in Erath, Louisiana that serves as the official delivery location for futures contracts on the New York Mercantile Exchange

ISO container			International Organization of Standardization, an intermodal container

LNG			natural gas in its liquid state at or below its boiling point at or near atmospheric pressure

MMBtu			one million Btus, which corresponds to approximately 12.1 gallons of LNG

mtpa			metric tons per year

MW			megawatt. We estimate 2,500 LNG gallons would be required to produce one megawatt.

NGA			Natural Gas Act of 1938, as amended

non-FTA countries			countries without a free trade agreement with the United States providing for national treatment for trade in natural gas and with which trade is permitted

OPA			Oil Pollution Act

PHMSA			Pipeline and Hazardous Materials Safety Administration

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PPA			power purchase agreement

SSA			steam supply agreement

TBtu			one trillion Btus, which corresponds to approximately 12,100,000 gallons of LNG

iii

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CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements regarding, among other things, our plans, strategies, prospects and projections, both business and financial. All statements contained in this Quarterly Report other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, our future financial performance or our projected business results. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “targets,” “potential” or “continue” or the negative of these terms or other comparable terminology. Such forward-looking statements are necessarily estimates based upon current information and involve a number of risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors. While it is impossible to identify all such factors, factors that could cause actual results to differ materially from those estimated by us include:

•adequately addressing the substantial doubt as to our ability to continue as a going concern and satisfy our liquidity needs, including the consummation of certain items that management expects to occur and other transactions intended to enhance our liquidity;

•our ability to maintain effective internal control over financial reporting and disclosure controls and procedures, including our ability to remediate our material weaknesses in our internal control over financial reporting;

•the results of our subsidiaries, affiliates, joint ventures and special purpose entities in which we invest and their ability to make dividends or distributions to us;

•construction and operational risks related to our facilities and assets, including cost overruns and delays;

•failure of LNG or natural gas to be a competitive source of energy in the markets in which we operate, and seek to operate;

•complex regulatory and legal environments related to our business, assets and operations, including actions by governmental entities or changes to regulation or legislation, in particular related to our permits, approvals and authorizations for the construction and operation of our facilities;

•delays or failure to obtain and maintain approvals and permits from governmental and regulatory agencies;

•failure to obtain a return on our investments for the development of our projects and assets and the implementation of our business strategy;

•failure to maintain sufficient working capital for the development and operation of our business and assets;

•failure to convert our customer pipeline into actual sales;

•lack of asset, geographic or customer diversification, including loss of one or more of our customers;

•competition from third parties in our business;

•cyclical or other changes in the demand for and price of LNG and natural gas;

•inability to procure LNG at necessary quantities or at favorable prices to meet customer demand, or otherwise to manage LNG supply and price risks, including hedging arrangements;

•inability to successfully develop and implement our technological solutions;

•inability to service our debt and comply with our covenant restrictions;

•inability to obtain additional financing to effect our strategy;

•inability to successfully complete mergers, sales, divestments or similar transactions related to our businesses or assets or to integrate such businesses or assets and realize the anticipated benefits, including the anticipated

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benefits from the recent sale of our Jamaica Business (as defined below) and our strategy and plans for the remaining portion of the Company, including the structure, form, timing and nature of potential actions with respect to the Company’s business in the future and characteristics of the business going forward;

•economic, political, social and other risks related to the jurisdictions in which we do, or seek to do, business;

•weather events or other natural or manmade disasters or phenomena;

•any future pandemic or any other major health and safety incident;

•increased labor costs, disputes or strikes, and the unavailability of skilled workers or our failure to attract and retain qualified personnel;

•changes in law, economic and financial conditions, including the effect of the tax treatment of, or changes in tax laws applicable to, us or our business or of an investment in our Class A common stock, and changing trade policies and tariff and the related uncertainty thereof; and

•other risks described in the “Risk Factors” section of this Quarterly Report.

All forward-looking statements speak only as of the date of this Quarterly Report. When considering forward-looking statements, you should keep in mind the risks set forth under “Item 1A. Risk Factors” and other cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”), this Quarterly Report and in our other filings with the Securities and Exchange Commission (the “SEC”). The cautionary statements referred to in this section also should be considered in connection with any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. We undertake no duty to update these forward-looking statements, even though our situation may change in the future. Furthermore, we cannot guarantee future results, events, levels of activity, performance, projections or achievements.

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

New Fortress Energy Inc.

Condensed Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

(Unaudited, in thousands of U.S. dollars, except share amounts)


	June 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	551,109	$	492,881
Restricted cash	270,298		472,696
Receivables, net of allowances of $13,571 and $13,629, respectively	269,405		335,813
Inventory	74,000		103,224
Prepaid expenses and other current assets, net	317,687		205,496
Total current assets	1,482,499		1,610,110


Construction in progress	4,072,291		3,574,389
Property, plant and equipment, net	5,539,901		5,842,807
Right-of-use assets	437,548		618,733
Intangible assets, net	194,752		179,510

Goodwill	15,938		766,350
Deferred tax assets, net	155		2,698
Other non-current assets, net	214,246		272,899
Total assets	$	11,957,330	$	12,867,496

Liabilities
Current liabilities
Current portion of long-term debt and short-term borrowings	$	1,181,559	$	539,132
Accounts payable	578,835		473,736
Accrued liabilities	253,043		391,359
Current lease liabilities	79,060		128,362
Other current liabilities	108,807		174,829
Total current liabilities	2,201,304		1,707,418

Long-term debt	7,805,260		8,355,703
Non-current lease liabilities	341,509		475,161
Deferred tax liabilities, net	61,770		73,198
Other long-term liabilities	154,139		166,358
Total liabilities	10,563,982		10,777,838

Commitments and contingencies (Note 21)

Series B convertible preferred stock, $0.01 par value, 36,746 shares authorized, issued and outstanding as of June 30, 2025 (96,746 as of December 31, 2024); aggregate liquidation preference of $36,746 and $96,746 at June 30, 2025 and December 31, 2024	41,154		90,570

Stockholders’ equity
Class A common stock, $0.01 par value, 750 million shares authorized, 274.2 million issued and outstanding as of June 30, 2025; 266.5 million issued and outstanding as of December 31, 2024	2,742		2,664
Additional paid-in capital	1,725,985		1,674,312
Retained earnings (accumulated deficit)	(558,397)		196,363
Accumulated other comprehensive income	59,426		3,089
Total stockholders’ equity attributable to NFE	1,229,756		1,876,428
Non-controlling interest	122,438		122,660
Total stockholders’ equity	1,352,194		1,999,088
Total liabilities and stockholders’ equity	$	11,957,330	$	12,867,496

The accompanying notes are an integral part of these condensed consolidated financial statements.

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New Fortress Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

For the three and six months ended June 30, 2025 and 2024

(Unaudited, in thousands of U.S. dollars, except share and per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues
Operating revenue	$	227,204	$	291,222	$	612,085	$	900,726
Vessel charter revenue	46,739		52,416		92,175		99,071
Other revenue	27,749		84,368		67,968		118,530
Total revenues	301,692		428,006		772,228		1,118,327

Operating expenses
Cost of sales (exclusive of depreciation and amortization shown separately below)	208,852		221,860		511,229		450,977
Vessel operating expenses	8,056		8,503		15,232		16,899
Operations and maintenance	59,817		39,292		114,774		107,840
Selling, general and administrative	57,256		70,578		116,527		141,332
Transaction and integration costs	75,384		1,760		87,315		3,131
Depreciation and amortization	52,870		37,413		105,927		87,904
Goodwill impairment expense	582,172		—		582,172		—
Asset impairment expense	117,312		4,272		117,558		4,272
(Gain) loss on sale	(472,699)		—		(472,699)		77,140

Total operating expenses	689,020		383,678		1,178,035		889,495
Operating (loss) income	(387,328)		44,328		(405,807)		228,832
Interest expense	206,408		80,399		420,102		157,743
Other (income) expense, net	(56,262)		47,354		(120,199)		66,466
Loss on extinguishment of debt, net	20,320		—		20,787		9,754
Loss before income taxes	(557,794)		(83,425)		(726,497)		(5,131)
Tax (benefit) provision	(967)		3,435		27,703		25,059
Net loss	(556,827)		(86,860)		(754,200)		(30,190)


Net loss attributable to common stockholders	$	(555,077)	$	(90,044)	$	(755,206)	$	(36,105)

Net loss per share – basic	$	(2.02)	$	(0.44)	$	(2.76)	$	(0.18)
Net loss per share – diluted	$	(2.02)	$	(0.44)	$	(2.76)	$	(0.18)

Weighted average number of shares outstanding – basic	274,371,636		205,070,756		273,996,219		205,066,362
Weighted average number of shares outstanding – diluted	274,371,636		205,851,364		273,996,219		205,846,970

Other comprehensive (loss) income:
Currency translation adjustment	$	34,335	$	(20,557)	$	58,588	$	(28,265)
Comprehensive loss	(522,492)		(107,417)		(695,612)		(58,455)
Comprehensive income (loss) attributable to non-controlling interest	616		(1,963)		(2,263)		(4,193)
Comprehensive loss attributable to stockholders	$	(521,876)	$	(109,380)	$	(697,875)	$	(62,648)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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New Fortress Energy Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three and six months ended June 30, 2025 and 2024

(Unaudited, in thousands of U.S. dollars, except share amounts)


	Series B convertible preferred stock			Class A common stock			Additional paid-in capital		Retained earnings (Accumulated deficit)		Accumulated other comprehensive income		Non-controlling Interest		Total stockholders’ equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2024	96,746	$	90,570	266,459,093	$	2,664	$	1,674,312	$	196,363	$	3,089	$	122,660	$	1,999,088
Net income (loss)	—	—		—	—		—		(199,581)		—		2,208		(197,373)
Other comprehensive income (loss)	—	—		—	—		—		—		23,582		671		24,253
Share-based compensation expense	—	—		—	—		(229)		—		—		—		(229)
Class A stock issued, net of issuance costs	—	—		661,207	7		363		—		—		—		370
Acquisition of non-controlling interest	—	—		—	—		(1,356)		—		—		534		(822)
Issuance of shares for vested share-based compensation awards	—	—		31,814	—		—		—		—		—		—
Shares withheld from employees related to share-based compensation, at cost	—	—		(13,086)	—		(159)		—		—		—		(159)
Conversion of Series B convertible preferred stock	(60,000)	(49,969)		6,651,511	67		49,898		—		—		—		49,965
Dividends	—	107		—	—		—		(548)		—		(3,019)		(3,567)
Balance as of March 31, 2025	36,746	$	40,708	273,790,539	$	2,738	$	1,722,829	$	(3,766)	$	26,671	$	123,054	$	1,871,526
Net income (loss)	—	—		—	—		—		(554,631)		—		(2,196)		(556,827)
Other comprehensive income (loss)	—	—		—	—		—		—		32,755		1,580		34,335
Share-based compensation expense	—	—		—	—		5,250		—		—		—		5,250
Issuance of shares for vested share-based compensation awards	—	—		720,642	7		—		—		—		—		7
Shares withheld from employees related to share-based compensation, at cost	—	—		(309,718)	(3)		(1,648)		—		—		—		(1,651)
Dividends	—	446		—	—		(446)		—		—		—		(446)
Balance as of June 30, 2025	36,746	$	41,154	274,201,463	$	2,742	$	1,725,985	$	(558,397)	$	59,426	$	122,438	$	1,352,194

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	Series A convertible preferred stock		Class A common stock			Additional paid-in capital		Retained earnings		Accumulated other comprehensive income		Non- controlling interest		Total stockholders’ equity
		Shares	Amount		Shares											Amount
Balance as of December 31, 2023		—	$	—	205,031,406	$	2,050	$	1,038,530	$	527,986	$	71,528	$	137,775	$	1,777,869
Net income		—	—		—	—		—		54,081		—		2,589		56,670
Other comprehensive income		—	—		—	—		—		—		(7,349)		(359)		(7,708)
Share-based compensation expense		—	—		—	—		5,248		—		—		—		5,248
Issuance of shares for vested share-based compensation awards		—	—		14,126	—		—		—		—		—		—
Shares withheld from employees related to share-based compensation, at cost		—	—		(3,708)	—		(126)		—		—		—		(126)
Issuance of Series A convertible preferred stock, net		96,746	96,513		—	—		—		—		—		—		—
Dividends		—	142		—	—		—		(20,645)		—		(11,681)		(32,326)
Balance as of March 31, 2024		96,746	$	96,655	205,041,824	$	2,050	$	1,043,652	$	561,422	$	64,179	$	128,324	$	1,799,627
Net income		—	—		—	—		—		(88,854)		—		1,994		(86,860)
Other comprehensive income		—	—		—	—		—		—		(20,526)		(31)		(20,557)
Share-based compensation expense		—	—		—	—		20,064		—		—		—		20,064
Issuance of shares for vested share-based compensation awards		—	—		34,578	—		—		—		—		—		—
Shares withheld from employees related to share-based compensation, at cost		—	—		(11,074)	—		(290)		—		—		—		(290)
Dividends		—	1,190		—	—		—		(21,697)		—		(3,019)		(24,716)
Balance as of June 30, 2024		96,746	$	97,845	205,065,328	$	2,050	$	1,063,426	$	450,871	$	43,653	$	127,268	$	1,687,268

The accompanying notes are an integral part of these condensed consolidated financial statements.

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New Fortress Energy Inc.

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2025 and 2024

(Unaudited, in thousands of U.S. dollars)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities
Net (loss) income	$	(754,200)	$	(30,190)
Adjustments for:

Depreciation and amortization	124,531		88,400




Deferred taxes	590		(13,860)

Goodwill impairment expense	582,172		—
Asset impairment expense	117,558		4,272

Loss on extinguishment of debt	20,787		9,754
(Gain) loss on sale	(472,699)		77,140
(Earnings) recognized from vessels chartered to third parties transferred to Energos	(23,329)		(51,674)


Other	30,549		62,077
Changes in operating assets and liabilities, net of Jamaica Business disposition:
(Increase) in receivables	(14,951)		(114,030)
Decrease (increase) in inventories	6,112		(62,815)
(Increase) in other assets	(31,961)		(91,251)
Decrease in right-of-use assets	32,772		111,561
Increase in accounts payable/accrued liabilities	98,782		255,337

(Decrease) in lease liabilities	(39,857)		(126,311)
(Decrease) increase in other liabilities	(61,012)		44,558
Net cash (used in) provided by operating activities	(384,156)		162,968

Cash flows from investing activities
Capital expenditures	(652,798)		(1,346,385)
Sale of equity method investment	—		136,365
Sale of Jamaica Business	949,456		—
Asset sales	—		328,999
Other investing activities	4,791		(1,694)
Net cash provided by (used in) investing activities	301,449		(882,715)

Cash flows from financing activities
Proceeds from borrowings of debt	1,316,864		3,037,127
Payment of deferred financing costs	(27,774)		(37,983)
Repayment of debt	(1,390,187)		(2,202,722)

Payment of dividends	(3,014)		(55,710)
Other financing activities	(6,317)		(5,033)
Net cash (used in) provided by financing activities	(110,428)		735,679
Impact of changes in foreign exchange rates on cash and cash equivalents	48,965		(28,898)
Net (decrease) increase in cash, cash equivalents and restricted cash	(144,170)		(12,966)
Cash, cash equivalents and restricted cash – beginning of period	965,577		310,814
Cash, cash equivalents and restricted cash – end of period	$	821,407	$	297,848

Supplemental disclosure of non-cash investing and financing activities:
Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions	$	(161,057)	$	(162,056)
Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions	266,191		609,009
Principal payments on financing obligation to Energos by third party charters	(17,027)		(6,445)
Proceeds held in escrow	98,635		—
Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition	—		(125,195)

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The following table identifies the balance sheet line-items included in Cash and cash equivalents and Restricted cash presented in the Condensed Consolidated Statements of Cash Flows:


	Six Months Ended June 30,
	2025		2024
Cash and cash equivalents	$	551,109	$	132,960
Restricted cash	270,298		164,888


Cash, cash equivalents and restricted cash – end of period	$	821,407	$	297,848

The accompanying notes are an integral part of these condensed consolidated financial statements.

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1. Organization

New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Brazil and Mexico. The Company has marine operations with vessels operating under time charters and in the spot market globally.

The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflects how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. The Company's CODM is its Chief Executive Officer.

2. Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair presentation of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K/A for the year ended December 31, 2024 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation.

The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of their issuance, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's going concern assessment included the following considerations;

•In the first and second quarters of 2025, the Company recognized operating losses and negative operating cash flows, and this decline in earnings accelerated in the second quarter of 2025. The Company’s forecasted cash flows are expected to be impacted by, among other things, (i) reduced earnings following the sale of the Jamaica Business, (ii) increased interest expense, and (iii) cash tax payments resulting from the taxable gain on the sale of the Company’s Jamaica Business in May 2025.

•The Company was required to provide a $79,100 bank guarantee to holders of the PortoCem Debentures on or before August 17, 2025; this guarantee was not provided by the deadline, and as a result, a majority of debenture holders have the right to call for a meeting of holders and declare an event of early maturity. If the debenture holders exercise their right to declare an early maturity, substantially all of the Company’s outstanding indebtedness would be payable on demand.

•As of the date of this filing, the Company does not expect to be in compliance with the consolidated first lien ratio or the fixed charge coverage ratio included within the Revolving Facility, Letter of Credit Facility and Term Loan A Credit Agreement for the fiscal quarter ending September 30, 2025. If the Company is not in compliance with these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A and require cash collateralization of all outstanding letters of credit. If lenders choose to accelerate under those facilities, substantially all of the Company’s outstanding indebtedness would be payable on demand. If substantially all of the Company's outstanding indebtedness is accelerated, the Company would not have sufficient liquidity or capital resources to satisfy the outstanding principal obligations.

•As of June 30, 2025, the Company has $510,879 of aggregate principal amount outstanding under the 2026 Notes, which mature on September 30, 2026. If more than $100,000 of the 2026 Notes remain outstanding 91 days prior to the maturity date (the "Springing Maturity Date"), the outstanding principal of $2,730,127 under the New 2029 Notes becomes due. If any of the 2026 Notes remain outstanding on the Springing Maturity Date, the outstanding balance under the Revolving Facility becomes due. As of June 30, 2025, the Revolving Facility was fully drawn with $710,400 in revolving loans plus $19,533 in letters of credit. Additionally, if any of the 2026 Notes remain

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outstanding on July 31, 2026, the outstanding principal under the Term Loan B (as defined below) becomes due. Also, if any of the 2026 Notes remain outstanding 60 days prior to the maturity date of the 2026 Notes, the outstanding principal under the Term Loan A (as defined below) become due. As of June 30, 2025, there was $295,000 outstanding under the Term Loan A and $1,269,259 outstanding under the Term Loan B.

As such, management has concluded that, the Company’s current liquidity and forecasted cash flows from operations are not probable to be sufficient to support, in full, its obligations as they become due, and there is substantial doubt as to the Company’s ability to continue as a going concern.

The Company is currently engaged in discussions with holders of the PortoCem Debentures to obtain a waiver of the debenture holders’ ability to declare an event of early maturity. Should the Company not be in compliance with covenants in the Revolving Facility, Letter of Credit Facility and Term Loan A, the Company will engage in negotiations with these lenders to obtain a waiver to avoid acceleration of outstanding balances. The Company has also initiated a process to evaluate strategic alternatives and has retained a financial advisor to assist in this evaluation. The Company, along with its advisors, is considering all options available, including asset sales, capital raising, debt amendments and refinancing transactions, and other strategic transactions that seek to provide additional liquidity and relief from acceleration under its debt agreements. There are inherent uncertainties as the outcome of these negotiations and potential transactions described above are outside management’s control, and therefore there are no assurances that management will be successful in these negotiations and that any of these potential transactions will occur. In addition, there can be no assurances that these transactions will sufficiently improve the Company's liquidity or that the Company will otherwise realize the anticipated benefits.

The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Actual results could be different from these estimates.

3. Adoption of new and revised standards

(a) New and amended standards adopted by the Company:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, requiring companies to annually disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires disclosure of income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. The Company will include the new disclosures as required by ASU 2023-09 in the annual financial statements for the year ending December 31, 2025.

In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards, providing illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is allowed, and the amendments can be applied on a prospective or retrospective basis. The Company adopted ASU 2024-01 on January 1, 2025 and will apply the amendments on a prospective basis. The Company has not entered into any new or amended agreements which would require the application of the guidance.

(b) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2025:

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. These amendments require public business entities to disclose additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 will be effective for annual reporting periods

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beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied prospectively or retrospectively. The Company is currently reviewing the impact that the adoption of ASU 2024-03 may have on the Company's financial statements and disclosures.

The Company has reviewed all other recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.

4. Dispositions

Jamaica business sale

In March 2025, the Company entered into an equity and asset purchase agreement (the “EAPA”) to sell the Company’s Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") to Excelerate Energy Limited Partnership (“EELP”), a subsidiary of Excelerate Energy, Inc. for cash consideration of $1,055,000, subject to certain purchase price adjustments.

On May 14, 2025, the Company completed the sale of the Jamaica Business. After the repayment of all outstanding South Power Bonds in the amount of $227,157 (Note 18) and payment of certain transaction costs in the amount of $50,903, the Company received net proceeds of approximately $678,480, with an additional $98,635 of proceeds held in escrow. Proceeds held in escrow of $79,192 are presented within Prepaid expenses and other current assets, net (Note 10) relating to estimated purchase price adjustment and certain indemnification matters, which are expected to resolve within the next 12 months. The remaining proceeds held in escrow relating to indemnifications for certain tax related matters are presented within Other non-current assets, net (Note 15) on the Condensed Consolidated Balance Sheets as these proceeds are expected to be released to the Company during the year ending December 31, 2029.

The book value of the Jamaica Business at the time of sale was $575,374 and the Company recognized a gain of $472,699 during the six months ended June 30, 2025, which is presented in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company incurred $70,869 of transaction costs directly attributable to the sale, including fees for novating a vessel charter to the buyer and contingent fees due to the Company's advisors. These transaction costs are presented within Transactions and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company also recognized guarantee liabilities of $4,659 associated with the escrow indemnification matters, which are presented within Other current liabilities and Other non-current liabilities on the Condensed Consolidated Balance Sheets. The divestiture did not meet the criteria to be reported as discontinued operations as it did not represent a strategic shift for the Company. Until the date of sale, the Company

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reported the operating results for the Jamaica Business in the Company’s Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income in the Terminals and Infrastructure segment.

The following is a summary of the carrying amounts of the major classes of assets and liabilities as of closing:


	May 14, 2025
Assets
Current:
Cash and cash equivalents	$	6,434
Restricted cash	650
Receivables, net of allowances	65,319
Inventory	25,098
Prepaid expenses and other current assets, net	5,555
Total current assets	103,056
Non-current:
Construction in progress	1,934
Property, plant and equipment, net	305,982
Right-of-use assets	144,719
Intangible assets, net	623
Goodwill	184,620
Deferred tax assets, net	13,937
Other non-current assets, net	33,872
Total non-current assets	$	685,687
Total assets	$	788,743

Liabilities
Current:
Accounts payable	$	6,805
Accrued liabilities	12,485
Current lease liabilities	19,805
Other current liabilities	4,603
Total current liabilities	43,698
Non-current:
Non-current lease liabilities	122,085
Deferred tax liabilities, net	42,197
Other long-term liabilities	5,389
Total non-current liabilities	$	169,671
Total liabilities	$	213,369

The following is a summary of the income from continuing operations before taxes for the operations of the Jamaica Business:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Income from continuing operations before taxes	$	337	$	7,530	$	17,609	$	20,558

Equipment sale

In March 2024, the Company completed a series of transactions that included the sale of turbines and related equipment to the Puerto Rico Electric Power Authority ("PREPA") under an Asset Purchase Agreement ("APA"). The book value of the

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turbines and equipment at the time of sale was $368,799, and the Company recognized a loss of $77,530 during the six months ended June 30, 2024 in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company's contract to provide emergency power services to support the grid stabilization project was also terminated as part of the sale transaction. All unrecognized contract liabilities and cost to fulfill at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company believes that there are remedies available under the customer contract, and is currently in pursuit of these remedies. As the result of this process is uncertain, any transaction price associated with closing this contract has been fully constrained. In March 2024, the Company was awarded a gas sale agreement with PREPA pursuant to which the Company provides gas supply to the sold turbines, which expired in March 2025. During 2025, the Company and PREPA agreed to a series of short-term extensions of the gas supply agreement while working towards a long-term solution that is in the best interests of both parties and achieves our mutual goal of sustained, efficient power generation for Puerto Rico. The gas supply agreement is currently set to expire on September 12, 2025. There can be no assurances that the long-term gas sale agreement will be executed, and to the extent the Company is not able to execute such an agreement, the Company's future results of operations could be adversely impacted and the impact could be material.

5. Revenue recognition

Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. LNG cargo sales for the three and six months ended June 30, 2025 were $24,304 and $207,035, respectively. LNG cargo sales for both the three and six months ended June 30, 2024 were $24,502.

The table below summarizes the activity in Other revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024

Interest income and other revenue	$	—	$	4,746	$	11,449	$	9,677
Operation and maintenance revenue	27,749		79,622		56,519		108,853
Total other revenue	$	27,749	$	84,368	$	67,968	$	118,530

Operation and maintenance revenue is recognized by the Company's subsidiary, Genera PR LLC ("Genera"), under its contract for the operation and maintenance of PREPA's thermal generation assets. Under this agreement, Genera is paid a fixed annual fee and reimbursed for pass-through expenses, including payroll expenses of Genera employees. Amounts recognized in the three and six months ended June 30, 2025 include fixed fees and reimbursement of pass-through expenditures.

Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. As of June 30, 2025 and December 31, 2024, receivables related to revenue from contracts with customers totaled $260,889 and $330,944, respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $13,571 and $13,629, respectively. Other items included in Receivables, net not related to revenue from contracts with customers represent leases, which are accounted for outside the scope of ASC 606.

Contract assets include unbilled amounts resulting from contracts with variable considerations, in which the performance obligation is satisfied and revenue is recognized. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The contract assets and contract liabilities balances as of June 30, 2025 and December 31, 2024 are detailed below:

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	June 30, 2025		December 31, 2024
Contract assets, net - current	$	31,662	$	44,902
Contract assets, net - non-current	11,236		20,270
Total contract assets, net	$	42,898	$	65,172

Contract liabilities, net - current	$	12,536	$	14,415
Contract liabilities, net - non-current	10,500		11,750
Total contract liabilities, net	$	23,036	$	26,165

Revenue recognized in the year from:
Amounts included in contract liabilities at the beginning of the year	$	2,265	$	82,454

Contract assets are presented net of expected credit losses of $762 and $158 as of June 30, 2025 and December 31, 2024, respectively.

The Company has recognized costs to fulfill contracts with customers, which primarily consist of expenses required to enhance resources to deliver under agreements with these customers. These costs can include set-up and mobilization costs incurred ahead of the service period, and such costs will be recognized on a straight-line basis over the expected terms of the agreement. As of June 30, 2025, the Company has capitalized $12,828, of which $1,602 of these costs is presented within Prepaid expenses and other current assets, net and $11,226 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets. As of December 31, 2024, the Company had capitalized $22,797, of which $2,205 of these costs was presented within Prepaid expenses and other current assets, net and $20,592 was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

Transaction price allocated to remaining performance obligations

Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.

The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period:


Period	Revenue
Remainder of 2025	$	64,928
2026	451,458
2027	451,368
2028	440,735
2029	430,440
Thereafter	6,709,479
Total	$	8,548,408

For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606. Under this expedient, the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied.

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Lessor arrangements

In August 2022, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company transferred ownership of 11 vessels to Energos Infrastructure ("Energos") in exchange for approximately $1.85 billion in cash and a 20% equity interest in Energos (the “Energos Formation Transaction”). The Company's equity investment provided certain rights, including representation on the Energos board of directors, that gave the Company significant influence over the operations of Energos, and as such, the investment was accounted for under the equity method. Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate. In February 2024, the Company sold substantially all of its stake in Energos and therefore, Energos was no longer an affiliate.

Vessels that are chartered to customers under operating leases are recognized within Vessels in Note 12. Vessels included in the Energos Formation Transaction, including those vessels chartered to third parties, continue to be recognized on the Condensed Consolidated Balance Sheets, and as such, the carrying amount of these vessels that are leased to third parties under operating leases is as follows:


	June 30, 2025		December 31, 2024
Property, plant and equipment	$	617,595	$	602,192
Accumulated depreciation	(94,805)		(83,135)
Property, plant and equipment, net	$	522,790	$	519,057

The components of lease income from vessel operating leases for the three and six months ended June 30, 2025 and 2024 are shown below. As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction, the operating lease income shown below for the three and six months ended June 30, 2025 includes revenue of $28,453 and $59,771, respectively, from third-party charters of vessels included in the Energos Formation Transaction. The operating lease income shown below for the three and six months ended June 30, 2024 includes revenue of $42,578 and $85,162, respectively, from third-party charters of vessels included in the Energos Formation Transaction.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating lease income	$	44,231	$	49,944	$	85,138	$	93,303
Variable lease income	2,508		2,472		7,037		5,768
Total operating lease income	$	46,739	$	52,416	$	92,175	$	99,071

6. Leases, as lessee

The Company has operating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use ("ROU") asset and lease liability.

The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset. Instead, such payments are accounted for as variable lease cost when the condition that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period.

As of June 30, 2025 and December 31, 2024, ROU assets, current lease liabilities and non-current lease liabilities consisted of the following:

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	June 30, 2025		December 31, 2024
Operating right-of-use-assets	$	419,789	$	599,937
Finance right-of-use-assets (1)	17,759		18,796
Total right-of-use assets	$	437,548	$	618,733

Current lease liabilities:
Operating lease liabilities	$	74,940	$	124,391
Finance lease liabilities	4,120		3,971
Total current lease liabilities	$	79,060	$	128,362
Non-current lease liabilities:
Operating lease liabilities	$	340,289	$	471,961
Finance lease liabilities	1,220		3,200
Total non-current lease liabilities	$	341,509	$	475,161

(1) Finance lease ROU assets are recorded net of accumulated amortization of $8,145 and $8,134, respectively, as of June 30, 2025 and December 31, 2024.

For the three and six months ended June 30, 2025 and 2024, the Company’s operating lease cost recorded within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Fixed lease cost	$	35,284	$	43,154	$	76,929	$	76,248
Variable lease cost	(749)		1,073		(227)		2,709
Short-term lease cost	567		3,564		1,510		6,590

Lease cost - Cost of sales	$	31,700	$	40,006	$	69,866	$	66,008
Lease cost - Operations and maintenance	2,550		5,573		5,825		15,146
Lease cost - Selling, general and administrative	852		2,212		2,521		4,393

For the three months ended June 30, 2025 and 2024, the Company has capitalized $2,479 and $22,208 of lease costs, respectively. For the six months ended June 30, 2025 and 2024, the Company has capitalized $7,137 and $37,137 of lease costs, respectively. Capitalized costs include vessels and port space used during the commissioning of development projects. Short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory.

The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases. For the three and six months ended June 30, 2025 and 2024, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest expense related to finance leases	$	77	$	124	$	167	$	722
Amortization of right-of-use asset related to finance leases	369		353		744		5,324

Cash paid for operating leases is reported in operating activities in the Condensed Consolidated Statements of Cash Flows. Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2025 and 2024:

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	Six Months Ended June 30,
	2025		2024
Operating cash outflows for operating lease liabilities	$	92,318	$	100,246
Financing cash outflows for finance lease liabilities	1,994		5,332
Right-of-use assets obtained in exchange for new operating lease liabilities	—		206,344

The future payments due under operating and finance leases as of June 30, 2025 are as follows:


	Operating Leases		Financing Leases
Due remainder of 2025	$	69,652	$	2,254
2026	88,215		2,577
2027	88,253		89
2028	86,770		89
2029	62,742		89
Thereafter	196,093		763
Total lease payments	$	591,725	$	5,861
Less: effects of discounting	176,496		521
Present value of lease liabilities	$	415,229	$	5,340

Current lease liability	$	74,940	$	4,120
Non-current lease liability	340,289		1,220

As of June 30, 2025, the weighted average remaining lease term for operating leases was 7.2 years and finance leases was 3.0 years. The weighted average discount rate associated with operating leases as of June 30, 2025 was 10.8% and as of December 31, 2024 was 10.3%. The weighted average discount rate associated with finance leases as of June 30, 2025 was 5.3% and as of December 31, 2024 was 5.2%. As the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate.

7. Financial instruments

Foreign currency risk management

During 2024, the Company entered into a series of foreign exchange forward contracts and zero-cost collars to reduce exchange rate risk associated with U.S. dollar borrowings and expected capital expenditures. As of June 30, 2025, the notional amount of outstanding foreign exchange contracts was approximately $61,920. These instruments are expected to settle through the third quarter of 2026. The amount of loss (gain) recognized in Other expense (income) expense, net in

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the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2025 and 2024 is as follows:


Financial instrument	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Foreign exchange forward contracts	$	257	$	(3,966)	$	13,993	$	(3,144)
Zero-cost collar options	3,638		(6,950)		4,265		(6,950)
Total	$	3,895	$	(10,916)	$	18,258	$	(10,094)

The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties.

Embedded contingent interest derivative

During 2024, the Company entered into a side letter with lenders in the Term Loan A Credit Agreement, under which the Company's interest on the Term Loan A would increase by 2% if the lenders demand that the Company pursue a refinancing of the Term Loan A and the Company is not able to successfully refinance. This contingent interest feature meets the definition of a derivative and requires bifurcation from the debt host contract. Changes to the fair value of this derivative are recognized within Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Fair value

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows:

•Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities.

•Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs.

•Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability.

The valuation techniques that may be used to measure fair value are as follows:

•Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

•Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts.

•Cost approach – based on the amount that currently would be necessary to replace the service capacity of an asset (replacement cost).

The Company uses the market approach when valuing investment in equity securities and foreign exchange forward contracts which are recorded in Prepaid expenses and other current assets, net, Other non-current assets, net, and Other current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

The Company uses the income approach for valuing the contingent consideration derivative liabilities and embedded contingent interest derivative. The contingent consideration derivative liabilities represent consideration due to the sellers in asset acquisitions when certain contingent events occur and are recorded within Other current liabilities and Other long-term liabilities based on the timing of expected settlement. The embedded contingent interest derivative represents incremental interest payments due to the lenders when certain contingent events occur and is recorded within Other current liabilities and Other long-term liabilities based on the timing of expected payments.

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The fair value of derivative instruments is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties. The Company estimates fair value of the contingent consideration derivative liabilities using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring. The Company estimates fair value of the embedded contingent interest derivative using a discounted cash flows method with discount rate based on the effective interest rate for the debt host instrument as well as a probability of the contingent events occurring.

The following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of June 30, 2025 and December 31, 2024:


	Level 1		Level 2		Level 3		Total
June 30, 2025
Assets
Investment in equity securities	$	—	$	—	$	8,678	$	8,678
Foreign exchange contracts	—		1,091		—		1,091

Liabilities

Contingent consideration derivative liabilities	—		—		39,032		39,032
Embedded contingent interest derivative	—		—		4,790		4,790

December 31, 2024
Assets
Investment in equity securities	$	—	$	—	$	8,678	$	8,678
Foreign exchange contracts	—		22,055		—		22,055

Liabilities
Foreign exchange contracts	—		1,168		—		1,168
Contingent consideration derivative liabilities	—		—		41,984		41,984
Embedded contingent interest derivative	—		—		10,629		10,629

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of June 30, 2025 and December 31, 2024 and are classified as Level 1 within the fair value hierarchy.

The table below summarizes the fair value adjustment to instruments measured at Level 3 in the fair value hierarchy. The adjustments to contingent consideration derivative liabilities and embedded contingent interest derivative for the three and six months ended June 30, 2025 and 2024 are shown below. These adjustments have been recorded within Other expense (income), net, and Interest expense, net, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Contingent consideration derivative liabilities - Fair value adjustment - (gain)	$	(3,830)	$	(1,668)	$	(6,205)	$	(2,304)
Embedded contingent interest derivative - Fair value adjustment - (gain)	(1,597)		—		(5,839)		—

During the three and six months ended June 30, 2025 and 2024, the Company had no transfers in or out of Level 3 in the fair value hierarchy. During the first quarter of 2024, the Company sold substantially all of its investment in Energos; this investment had been accounted for as an equity method investment. The Company retained an investment in Energos valued at $1,000, which is shown as a Level 3 investment in equity securities in the table above.

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8. Restricted cash

As of June 30, 2025 and December 31, 2024, restricted cash consisted of the following:


	June 30, 2025		December 31, 2024
Cash restricted under the terms of loan agreements	$	230,916	$	422,098
Collateral for letters of credit and performance bonds	39,382		50,598

Total restricted cash	$	270,298	$	472,696

Uses of cash proceeds under the BNDES Term Loan, Brazil Financing Notes and PortoCem Debentures (see Note 18) are restricted to certain payments to construct the Company's power plants in Brazil.

9. Inventory

As of June 30, 2025 and December 31, 2024, inventory consisted of the following:


	June 30, 2025		December 31, 2024
LNG and natural gas inventory	$	51,152	$	67,232
Automotive diesel oil inventory	844		7,934
Bunker fuel, materials, supplies and other	22,004		28,058
Total inventory	$	74,000	$	103,224

Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. No adjustments were recorded during the three and six months ended June 30, 2025 and 2024.

10. Prepaid expenses and other current assets

As of June 30, 2025 and December 31, 2024, prepaid expenses and other current assets consisted of the following:


	June 30, 2025		December 31, 2024
Prepaid expenses	$	24,425	$	28,667
Recoverable taxes	123,298		98,101
Contract assets (Note 5)	31,662		44,902
Due from affiliates	3,349		2,627
Proceeds held in escrow (Note 4)	79,192		—
Derivative asset	515		19,807
Other current assets	55,246		11,392
Total prepaid expenses and other current assets, net	$	317,687	$	205,496

Other current assets as of June 30, 2025 and December 31, 2024 primarily consists of deposits.

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11. Construction in progress

The Company’s construction in progress activity during the six months ended June 30, 2025 is detailed below:


	June 30, 2025
Construction in progress as of December 31, 2024	$	3,574,389
Additions	519,618
Asset impairment expense (Note 13)	(111,640)
Impact of currency translation adjustment	158,812
Assets placed in service	(66,954)
Dispositions (Note 4)	(1,934)
Construction in progress as of June 30, 2025	$	4,072,291

Interest expense of $136,641 and $215,039, inclusive of amortized debt issuance costs, was capitalized for the six months ended June 30, 2025 and 2024, respectively.

The Company has significant development activities in Latin America. The successful completion of these development projects is subject to various risks, such as obtaining government approvals, identifying suitable sites, securing financing and permitting, and ensuring contract compliance.

12. Property, plant and equipment, net

As of June 30, 2025 and December 31, 2024, the Company’s property, plant and equipment, net consisted of the following:


	June 30, 2025		December 31, 2024
LNG liquefaction facilities	$	3,269,659	$	3,316,504
Vessels	1,677,735		1,575,299
Terminal and power plant equipment	419,744		630,822
Gas pipelines	291,355		323,196
Power facilities	157,219		283,470
ISO containers and other equipment	46,596		66,766
Land	56,971		51,897
Leasehold improvements	48,861		49,862
Accumulated depreciation	(428,239)		(455,009)
Total property, plant and equipment, net	$	5,539,901	$	5,842,807

LNG liquefaction facilities includes the Company's first Fast LNG project, which was placed into service in the fourth quarter of 2024.

The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of June 30, 2025 and December 31, 2024 was $1,328,343 and $1,272,334, respectively.

Depreciation expense for the three months ended June 30, 2025 and 2024 totaled $56,431 and $33,626, respectively, of which $8,314 and $235, respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Depreciation expense for the six months ended June 30, 2025 and 2024 totaled $116,046 and $78,151, respectively, of which $18,715 and $495, respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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13. Impairment of long-lived assets

The Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Due to the goodwill impairment triggering event identified in May 2025 (Note 14), the Company performed a recoverability test of its long-lived assets, including ROU assets and definite lived intangible assets. This analysis uses estimated undiscounted cash flow projects expected to be generated over the remaining useful life of the primary asset of the asset group at the lowest level with identifiable cash flows that are independent of other assets. Based on the recoverability tests performed, the Company recorded an impairment charge of $117,311 in the Terminals and Infrastructure segment, primarily relating to the Lakach deepwater project in the amount of $47,294, and the development project in Pennsylvania in the amount of $48,155. The Company has determined that it was not probable that it would pursue development of the Lakach deepwater project, and after this impairment, there are no longer any costs capitalized for this project. In testing the recoverability of the capitalized costs for the development project in Pennsylvania, the Company used a range of possible outcomes (which included using the land for a potential data center project) and concluded that the asset group was not recoverable. Accordingly, the Company recognized an impairment charge to reduce the carrying value of the asset group to its estimated fair value. The determination of the estimated fair value of the asset group used analyses obtained from independent third-party valuation specialists based on market observable inputs, representing Level 2 assets determined based on Level 2 inputs. We determined that, other than the impairments outlined above, (1) the Company's remaining long-lived assets, including ROU assets and definite lived intangible assets, were recoverable and (2) no adjustments to the remaining useful lives were necessary. There were no material impairment charges during the three months ended March 31, 2025 or the three and six months ended June 30, 2024.

The Company measures fair value of certain assets on a non-recurring basis when GAAP requires the application of fair value, including events or changes in circumstances that indicate that carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill (Note 14), intangible assets, property, plant and equipment and leased assets. We record such assets at fair value when it is determined the carrying value may not be recoverable. Depending on the underlying nature of the asset group, fair value measurements for assets subject to impairment tests are determined using a market approach, which uses Level 2 input, including quoted prices for similar assets or market corroborated inputs; or an income approach, which uses Level 3 inputs, including assumptions as to future cash flows from operations of the underlying assets.

14. Goodwill and intangible assets

Goodwill

The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment assessment is conducted as of October 1st of each year. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

During the three months ended June 30, 2025, the Company identified an interim impairment triggering event due to the significant decline in the Company's stock price. Using level 3 inputs, the Company performed a quantitative assessment of each of the reporting units using the income approach, specifically a discounted cash flow method. This method requires us to apply significant assumptions and unobservable inputs, including projected EBITDA, weighted average cost of capital ("WACC") (and estimates included in the WACC) and terminal growth rate. Based on the impairment assessment, the Company recorded an impairment charge in the Terminals and Infrastructure reporting unit primarily as a result of (i) the significant increase in the WACC which reflected a higher company specific risk premium, and (ii) a reduction in

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forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects.

Below is a summary of the changes in the carrying value of goodwill by reportable segment for the six months ended June 30, 2025:


	Terminals and infrastructure		Ships		Total
Balance as of December 31, 2024	$	750,412	$	15,938	$	766,350
Adjustments	16,380		—		16,380
Divestitures (1)	(184,620)		—		(184,620)
Impairment losses	(582,172)		—		(582,172)
Balance as of June 30, 2025	$	—	$	15,938	$	15,938

(1) Upon classification of the Jamaica Business as held for sale on March 31, 2025, the Company allocated $172,094 of goodwill from the Terminals and Infrastructure reporting unit to include in the carrying value of the disposal group on a relative fair value basis. On May 14, 2025, the Company allocated $12,526 of additional goodwill to the Jamaica Business and subsequently derecognized the allocated goodwill with the assets and liabilities of the Jamaica Business (See Note 4).

Intangible assets

The following tables summarize the composition of intangible assets as of June 30, 2025 and December 31, 2024:


	June 30, 2025
	Gross Carrying Amount		Accumulated Amortization		Currency Translation Adjustment		Net Carrying Amount		Weighted Average Life
Definite-lived intangible assets
Acquired capacity reserve contract	$	162,045	$	(10,909)	$	(13,685)	$	137,451	17
Permits and development rights	61,894		(8,377)		2,001		55,518		34
Easements	660		(132)		—		528		30

Indefinite-lived intangible assets
Easements	1,191		—		64		1,255		n/a
Total intangible assets	$	225,790	$	(19,418)	$	(11,620)	$	194,752


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Currency Translation Adjustment		Net Carrying Amount		Weighted Average Life
Definite-lived intangible assets
Acquired capacity reserve contract	$	162,045	$	(5,942)	$	(31,301)	$	124,802	17
Favorable vessel charter contracts	17,700		(14,942)		—		2,758		4
Permits and development rights	61,894		(6,417)		(5,793)		49,684		34
Easements	1,555		(392)		—		1,163		30

Indefinite-lived intangible assets
Easements	1,191		—		(88)		1,103		n/a
Total intangible assets	$	244,385	$	(27,693)	$	(37,182)	$	179,510

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Amortization expense for the three months ended June 30, 2025 and 2024 was $4,379 and $3,435, respectively. Amortization expense for the six months ended June 30, 2025 and 2024 was $7,741 and $4,430, respectively.

In the third quarter of 2023, An Bord Pleanála (“ABP”), Ireland's planning commission, denied our application for the development of an LNG terminal and power plant. We challenged this decision, and in September 2024, the High Court of Ireland ruled that the ABP did not have appropriate grounds for the denial of our permit. In March 2025, APB withdrew their appeal to the September 2024 High Court decision. ABP is now reconsidering our planning application in accordance with Irish Law. Further, in March 2025, ABP granted the Company's application to construct a 600 MW power plant and a separate application to construct the 220 kV electricity interconnect. The Company is able to fuel this power plant via the LNG marine import terminal, if approved, or using gas provided from the Company's permitted pipeline interconnection. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, which could preclude the development of this project; however, management continues to assess all options in respect of future developments for the land held.

15. Other non-current assets, net

As of June 30, 2025 and December 31, 2024, Other non-current assets, net consisted of the following:


	June 30, 2025		December 31, 2024
Long term receivables	$	118,798	$	114,677

Cost to fulfill (Note 5)	11,226		20,592
Contract asset, net (Note 5)	11,236		20,270

Financing costs	24,002		57,568
Other	48,984		59,792
Total other non-current assets, net	$	214,246	$	272,899

In the fourth quarter of 2024, the Company novated an LNG supply contract to a customer. In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier (Note 19). In exchange for this guarantee, the Company will receive payments totaling $126,668 from the counterparty. These payments will be made between the third quarter of 2026 through the first quarter of 2028, and the discounted value of the payment stream has been recorded as a long-term receivable of $118,798 and $114,677 as of June 30, 2025 and December 31, 2024, respectively.

Financing costs includes deferred costs associated with the Company's Revolving Facility. Other non-current assets includes the development costs for hosted software products, proceeds held in escrow from the sale of the Jamaica Business (Note 4), and investments in equity securities, which includes investments without a readily determinable fair value of $8,678 as of both June 30, 2025 and December 31, 2024. The Company has not recognized any gains or losses in the value of these investments during 2025.

16. Accrued liabilities

As of June 30, 2025 and December 31, 2024, Accrued liabilities consisted of the following:


	June 30, 2025		December 31, 2024
Accrued development costs	$	48,626	$	113,193
Accrued interest	121,601		84,566
Accrued bonuses	25,915		37,415
Accrued inventory	846		93,319
Other accrued expenses	56,055		62,866
Total accrued liabilities	$	253,043	$	391,359

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17. Other current liabilities

As of June 30, 2025 and December 31, 2024, Other current liabilities consisted of the following:


	June 30, 2025		December 31, 2024
Derivative liabilities	$	38,555	$	29,417
Contract liabilities (Note 5)	12,536		14,415
Income tax payable	19,300		88,607
Due to affiliates	4,168		11,530
Other current liabilities	34,248		30,860
Total other current liabilities	$	108,807	$	174,829

18. Debt

As of June 30, 2025 and December 31, 2024, debt consisted of the following:


	June 30, 2025		December 31, 2024
Corporate debt
Senior Secured Notes, due November 2029	$	2,726,074	$	2,728,269
Senior Secured Notes, due September 2026	509,454		509,022
Senior Secured Notes, due March 2029	234,020		233,789
Revolving Facility	710,400		1,000,000
Term Loan B, due October 2028	1,155,204		776,353
Term Loan A, due July 2027	275,573		321,573
Short-term Borrowings	159,730		179,890
Sale leaseback financing
Vessel Financing Obligation, due August 2042	1,366,050		1,366,293
Tugboat Financing, due December 2038	45,980		46,224
Asset level financing
PortoCem Debentures, due September 2040	847,587		729,259
BNDES Term Loan, due October 2045	362,684		350,525
Brazil Financing Notes, due August 2029	357,068		—
Turbine Financing, due July 2027	138,175		142,549
EB-5 Loan, due July 2028	98,820		98,647
South Power 2029 Bonds, due May 2029	—		217,871
Barcarena Debentures, due October 2028	—		194,571
Total debt	$	8,986,819	$	8,894,835
Current portion of long-term debt	$	1,181,559	$	539,132
Long-term debt	7,805,260		8,355,703

Long-term debt is recorded at amortized cost on the Condensed Consolidated Balance Sheets. The fair value of the Company's long-term debt was $5,785,322 and $9,087,890 as of June 30, 2025 and December 31, 2024, respectively, and is classified as Level 2 within the fair value hierarchy. The Company's debt arrangements include cross-acceleration clauses whereby events of default under an individual debt agreement can lead to acceleration of principal under other debt arrangements.

The terms of the Company's debt instruments have been described in the Annual Report on Form 10-K. Significant changes to the Company's outstanding debt are described below.

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Revolving Facility

In May 2025, the Company entered into an amendment to the Revolving Facility to, among other things, (i) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025, (ii) permit $270,000 of proceeds from the sale of the Jamaica Business to be used to prepay and terminate a portion of loans and commitments currently outstanding and otherwise not require the proceeds of the sale of the Jamaica Business to be used to prepay loans and commitments, (iii) provide that the asset sale sweep mandatory prepayment will no longer apply once aggregate commitments are reduced to $550,000 and (iv) restrict the Company from prepaying the 2026 Notes in excess of $200,000 other than to avoid springing maturities unless any such prepayment is made using proceeds from refinancing indebtedness or capital contributions.

In May 2025, the Company repaid $270,000 of outstanding balance under the Revolving Facility which permanently reduced the borrowing capacity to $730,000. As a result, the Company recognized a Loss on extinguishment of debt, net of $10,634 in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income representing write-off of unamortized deferred financing costs. As of June 30, 2025, total remaining unamortized deferred financing costs for the Revolving Facility were $24,002.

Additionally, the Company has issued letters of credit of $19,533 in the second quarter of 2025, and including the outstanding letters of credit, the Company has fully utilized the borrowing capacity of $729,933 as of June 30, 2025.

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Revolving Facility for the fiscal quarter ending September 30, 2025. If the Company is not compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of all outstanding balances under the Revolving Facility. At this point, substantially all of the Company’s outstanding indebtedness would be payable on demand.

Letter of Credit Facility

In May 2025, the Company entered into the eighth amendment to the Letter of Credit Agreement (as defined in the Annual Report), to, among other things, (i) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025 and (ii) add a covenant limiting the amount of cash the Company can use to repurchase the 2026 Notes, other than payments to avoid springing maturities in respect thereof or with proceeds of certain permitted debt or equity refinancing transactions.

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Letter of Credit Facility for the fiscal quarter ending September 30, 2025. If the Company is not in compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to require 102% cash collateralization of all letters of credit outstanding under the Letter of Credit Facility. If the Company does not adequately collateralize the outstanding letters of credit, certain of the Company’s outstanding indebtedness would be payable on demand.

Term Loan B Credit Agreement

In March 2025, the Company entered into an amendment to the Term Loan B Credit Agreement. Pursuant to the amendment, certain lenders agreed to provide incremental term loans in an aggregate principal amount of up to $425,000, which increased the total outstanding principal amount to $1,272,440 ("Term Loan B"). The incremental term loans were issued at a discount, and the Company received proceeds, net of discount, of $391,000. Net proceeds will be used primarily to fund capital expenditures of the onshore FLNG project, and for other corporate expenses. The incremental term loans are subject to the same maturity date as the term loans under the original agreement. Quarterly principal payments of approximately $3,181 are required beginning June 2025.

The Term Loan B is secured by the same collateral that secures the term loans under the original agreement. The Term Loan B bears interest at a per annum rate equal to Adjusted Term SOFR (as defined in the amendment) plus 5.5%. The Company may prepay the Term Loan B at its option subject to prepayment premiums until March 10, 2028 and customary break funding costs. The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances and with the Company's Excess Cash Flow (as defined in the

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amendment), in each case subject to certain exceptions and thresholds. The Company must comply with the same covenant requirements as those under the original agreement.

The amendment was accounted for as a modification, and fees paid to lenders of $20,000 were deferred and will be amortized over the remaining life of the Term Loan B Credit Agreement. The additional third party costs associated with the amendment of $2,880 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of June 30, 2025, total remaining unamortized deferred financing costs, including the unamortized original issue discount, for the Term Loan B was $114,055. In connection with the amendment, all unused term loan commitments under the Term Loan A Credit Agreement were terminated.

Term Loan A Credit Agreement

In March 2025, the Company entered into an amendment to the Term Loan A Credit Agreement. Pursuant to the amendment, the future borrowing commitments are reduced to zero, eliminating the potential for future borrowings under the Term Loan A Credit Agreement. As a result of the amendment, $18,121 of origination, structuring and other fees, which were previously capitalized in Other non-current assets on the Condensed Consolidated Balance Sheet were recognized as interest expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

In May 2025, the Company entered into an additional amendment to the Term Loan A Credit Agreement, which, among other things, (i) requires $55,000 of proceeds from the sale of the Jamaica Business to be used to prepay a portion of loans currently outstanding; (ii) increases the applicable margin to 6.70% for SOFR loans and 5.70% for Base Rate Loans and implement a Term SOFR floor of 4.30% for the initial term loans and a base rate minimum of 5.30%; (iii) requires the Company to make mandatory prepayments with 12.5% of proceeds of a $659,000 request for equitable adjustment and any other proceeds related to the early termination of contracts associated with the grid stabilization project in Puerto Rico, if and when such proceeds are received. Additionally, this amendment amends certain of the financial covenants, whereby the consolidated first lien debt ratio cannot exceed (i) 6.75 to 1.00, for the fiscal quarter ending September 30, 2025, (ii) 6.50 to 1.00, for the fiscal quarter ending December 31, 2025, (iii) 7.25 to 1.00, for the fiscal quarters ending March 31, 2026 and September 30, 2026 and (iv) 6.75 to 1.00, for the fiscal quarter ending December 31, 2026 and each fiscal quarter thereafter. The amendment added a fixed charge coverage ratio covenant and removed the debt to total capitalization covenant. The Company cannot permit the fixed charge coverage ratio for the Company and its restricted subsidiaries to be less than or equal to 1.00 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter. The first lien debt ratio and the fixed charge coverage ratio covenants were waived for the fiscal quarter ended June 30, 2025.

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio for the fiscal quarter ending September 30, 2025. If the Company is not compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the remaining outstanding principal under the Term Loan A. At this point, substantially all of the Company’s outstanding indebtedness would be payable on demand.

In May 2025, the Company repaid $55,000 of the Term Loan A Credit Agreement using proceeds from the sale of the Jamaica Business (Note 4). This repayment was recognized as a partial extinguishment of debt, and a portion of unamortized deferred financing costs of $3,806 were written off within Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of June 30, 2025, total remaining unamortized deferred financing costs and debt discount reducing the principal were $19,426.

Brazil Financing Notes

In February 2025, one of the Company's consolidated subsidiaries entered into an agreement to issue up to $350,000 aggregate principal amount of 15.0% Senior Secured Notes due 2029 (the “Brazil Financing Notes”) at a purchase price of 97.75% of par. The Brazil Financing Notes mature on August 30, 2029; the principal is due in full on the maturity date. Interest is payable quarterly in arrears beginning on June 30, 2025, and for the first 30 months that the Brazil Financing Notes are outstanding, interest due can be paid in kind and added to the principal amount. A portion of the proceeds from the issuance of the Brazil Financing Notes of $208,727 was used to repay the Barcarena Debentures in full.

The repayment of the Barcarena Debentures was evaluated on a creditor-by-creditor basis to determine whether the transaction should be accounted for as a modification or extinguishment of debt. As a result of this evaluation, a portion of the repayment was determined to be an extinguishment of debt and, therefore, the Company recorded a debt

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extinguishment loss of $392 to write off a pro-rata amount of unamortized issuance costs. A portion of the repayment was treated as modification, and fees and unamortized issuance costs amounted to $3,484 that were attributable to the lender that participated in both the Barcarena Debentures and the Brazil Financing Notes will be amortized over the life of the Brazil Financing Notes. The additional third-party fees associated with the Brazil Financing Notes of $4,171 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of June 30, 2025, total remaining unamortized deferred financing costs, including the unamortized original issue discount, for the Brazil Financing Notes were $10,868.

PortoCem Debentures

The PortoCem Debentures included a non-automatic early maturity provision whereby upon multiple downgrades of the Company’s credit rating, early maturity may be declared if approved by the majority of debenture holders. Prior to the issuance of these financial statements, the Company’s credit ratings were downgraded, triggering the right of the debenture holders to determine if an early maturity event should be declared. On May 23, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. In connection with the debenture holders' decision to not declare an early maturity event, the Company agreed to provide a bank guarantee of $129,100 prior to August 17, 2025.

On June 5, 2025, the Company received an additional downgrade of its credit rating, which triggered an additional non-automatic event of early maturity under the PortoCem Debenture. On June 26, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. No additional collateral was required; however, the Company was required to provide $50,000 of the previously required bank guarantee on or before July 7, 2025. The remaining $79,100 bank guarantee was due on or before August 17, 2025. Additionally, the debenture holders agreed to amend the debenture agreement to suspend the provision that allows for a non-automatic early maturity event upon certain downgrades of the Company’s credit rating through August 30, 2026.

The Company provided the required $50,000 bank guarantee on July 9, 2025, subsequent to the required deadline of July 7, 2025. On August 7, 2025 the debenture holders unanimously waived their ability to declare an early maturity event due to the failure to timely meet this condition in the previous waiver. Additionally, the Company did not provide the required $79,100 bank guarantee by the deadline, and is currently in discussions with the debenture holders to delay or eliminate this requirement. As the required $79,100 bank guarantee has not been delayed or eliminated and was not provided on or before August 17, 2025, a majority of debenture holders have the right to call for a meeting of holders and declare an event of early maturity. If the debenture holders exercise their right to declare an early maturity, substantially all of the Company’s outstanding indebtedness would be payable on demand.

South Power 2029 Bonds

On May 14, 2025, the Company completed the sale of the Jamaica Business. In conjunction with closing, the Company repurchased all outstanding South Power Bonds for $227,157, including a 1.0% prepayment penalty and accrued interest. The Company recognized a Loss on extinguishment of debt, net of $5,880 in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Interest expense

Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and six months ended June 30, 2025 and 2024 consisted of the following:

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest per contractual rates	$	209,544	$	128,998	$	423,258	$	252,416
Interest expense on Vessel Financing Obligation	45,064		49,428		90,304		98,515
Amortization of debt issuance costs, premiums and discounts	14,246		12,676		43,014		21,129
Interest expense incurred on finance lease obligations	77		124		167		722
Total interest costs	$	268,931	$	191,226	$	556,743	$	372,782
Capitalized interest	62,523		110,827		136,641		215,039
Total interest expense	$	206,408	$	80,399	$	420,102	$	157,743

Interest expense on the Vessel Financing Obligation includes non-cash expense of $21,065 and $43,245 for the three and six months ended June 30, 2025, respectively, and $30,694 and $63,887 for the three and six months ended June 30, 2024, respectively, related to payments received by Energos from third-party charterers.

19. Other Long-Term Liabilities

As of June 30, 2025 and December 31, 2024, Other long-term liabilities consisted of the following:


	June 30, 2025		December 31, 2024
Guarantee liability	$	118,798	$	115,359
Derivative liabilities	5,267		24,364
Contract liability (Note 5)	10,500		11,750
Accrued interest	5,770		9,398
Other	13,804		5,487
Total other long-term liabilities	$	154,139	$	166,358

In the fourth quarter of 2024, the Company novated an LNG supply contract to a customer. In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier, and in exchange for this guarantee, the customer will make payments to the Company between the third quarter of 2026 through the first quarter of 2028 totaling $126,668 (Note 15).

20. Income Taxes

The effective tax rate for the three months ended June 30, 2025 was 0.2% compared to (4.1)% for the three months ended June 30, 2024. The total tax benefit for the three months ended June 30, 2025 was $967 compared to a provision of $3,435 for the three months ended June 30, 2024. The effective tax rate for the six months ended June 30, 2025 was (3.8)% compared to (488.4)% for the six months ended June 30, 2024. The total tax provision for the six months ended June 30, 2025 was $27,703 compared to a provision of $25,059 for the six months ended June 30, 2024. The Company recognized a tax provision on year-to-date pre-tax losses principally from changes in valuation allowances, expected taxes due on the gain on sale of the Jamaica Business, and taxation of foreign earnings including estimated tax liabilities under the Pillar Two framework.

On July 4, 2025, the One Big Beautiful Bill Act "OBBBA" was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment of certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing its impact on our consolidated financial statements and tax provision.

The Organization for Economic Cooperation and Development (OECD) released the Pillar Two model rules to reform international corporate taxation that aim to ensure that applicable multinationals pay a minimum global effective tax rate of 15%. The rules are passed into national legislation based on each country's approach, and some countries already enacted

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or substantively enacted the rules. The Company continuously evaluates these developments and the potential impact of the Pillar Two framework. For the fiscal year 2025, the Company is not expected to meet certain transitional safe harbors. As a result, the Company may be subject to Pillar Two tax obligations which would increase the Company's total tax expense. Tax expense from Pillar Two is recorded as a period cost, the estimate of which has been included in the Company's estimated annual effective tax rate for the three and six months ended June 30, 2025.

21. Commitments and contingencies

The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

In the first quarter of 2025 Alunorte Alumina do Norte do Brasil S.A. ("Alunorte") initiated arbitration proceedings at the International Chamber of Commerce (“ICC”). Alunorte claims it is owed damages for alleged delays by the Company to supply gas at the Barcarena Facility and is claiming damages up to BRL 375.7 million ($68.9 million using exchange rates as of June 30, 2025). The Company believes Alunorte’s claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings. However, due to the inherent difficulty in predicting the outcome of arbitration, the amount of any potential loss is uncertain. The Company has not accrued any potential losses as of June 30, 2025.

22. Earnings per share


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Basic
Numerator:
Net (loss) income	$	(556,827)	$	(86,860)	$	(754,200)	$	(30,190)
Net (income) loss attributable to non-controlling interests	2,196		(1,994)		(12)		(4,583)
Convertible preferred stock dividend	(446)		(1,190)		(994)		(1,332)
Net income attributable to Class A common stock	$	(555,077)	$	(90,044)	$	(755,206)	$	(36,105)

Denominator:
Weighted-average shares - basic	274,371,636		205,070,756		273,996,219		205,066,362
Net income per share - basic	$	(2.02)	$	(0.44)	$	(2.76)	$	(0.18)

Diluted
Numerator:
Net (loss) income	$	(556,827)	(86,860)		(754,200)		(30,190)
Net (income) attributable to non-controlling interests	2,196		(1,994)		(12)		(4,583)
Convertible preferred stock dividend	(446)		(1,190)		(994)		(1,332)

Adjustments attributable to dilutive securities	—		(1,018)		—		(1,768)
Net income attributable to Class A common stock	$	(555,077)	$	(91,062)	$	(755,206)	$	(37,873)

Denominator:
Weighted-average shares - diluted	274,371,636		205,851,364		273,996,219		205,846,970
Net income per share - diluted	$	(2.02)	$	(0.44)	$	(2.76)	$	(0.18)

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The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented because its effects would have been anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Series A convertible preferred stock(1)	—	96,746	—	96,746
Series B convertible preferred stock(1)	36,746	—	36,746	—
Equity Agreement shares(2)	4,923,432	—	4,923,432	—
Unvested RSUs	—	—	—	1,557,599
Total	4,960,178	96,746	4,960,178	1,654,345

(1) Represents the number of unconverted Series A and Series B convertible preferred shares as of June 30, 2025 and June 30, 2024, respectively.

(2) Represents Class A common stock that would be issued in relation to an agreement to issue shares executed in conjunction with a prior year asset acquisition.

23. Redeemable preferred stock and stockholder's equity

Redeemable preferred stock

On October 1, 2024, the Company issued to Ceiba Energy 96,746 shares of the Company's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share (the “Series B Convertible Preferred Stock”), in exchange for all outstanding shares of the Company’s Series A Convertible Preferred Stock.

Conversion to Class A common shares

During the first quarter of 2025, holders of Series B Convertible Preferred Stock submitted conversion notices to convert a total of 45,000 shares of Series B Convertible Preferred Stock, including accrued and unpaid dividends of $107 on these shares, into 4,977,837 Class A common shares at a conversion price of $9.06 per share. The Company issued a total of 6,651,511 Class A common shares to the holders of Series B Convertible Preferred Stock during the three months ended March 31, 2025, which included 1,673,674 shares issued for a conversion notice received in December 2024.

Redemption rights

Upon the occurrence of certain events, the holders constituting at least a majority of the outstanding voting power of the Series B Convertible Preferred Stock may require the Company to repurchase the Series B Convertible Preferred Stock, in whole but not in part, for cash or shares of Class A common stock (or any combination thereof) at a repurchase price of $1,000 per share plus any accumulated and unpaid dividends thereon. Contingent events that would allow the holders to require repurchase by the Company include:

•change in control, downgrade in the credit rating of certain of the Company's debt or if certain financial leverage ratios aren't achieved ("Change Event").

•as of the 30th trading day following March 20, 2027, if the arithmetic average of the daily volume-weighted average price of the Company's common stock for the thirty consecutive trading day period beginning on first trading day following March 20, 2027 is less than the then-applicable conversion price ("Share Price Condition").

If the Series B Convertible Preferred Stock is to be repurchased by the Company, the majority of the holders of the Series B Convertible Preferred Stock may require the Company to repurchase the Series B Convertible Preferred Stock for shares of Class A common stock.

Dividends

Holders of Series B Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 4.8% per annum, which is payable quarterly in arrears. If the Company does not declare and pay a dividend, the dividend rate will increase to 9.8%

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per annum until all accrued but unpaid dividends have been paid in full. The Company accrued dividends of $446 and $994 on the Series B Convertible Preferred Stock during the three and six months ended June 30, 2025, respectively. The Company accrued dividends on the Series A Convertible Preferred Stock of $1,190 and $1,332 for the three and six months ended June 30, 2024, respectively. The amount of unpaid cumulative dividends was $446 as of June 30, 2025.

The Company did not declare a dividend on its Class A common stock during the three and six months ended June 30, 2025. Under certain intercompany agreements entered into in conjunction with the Refinancing Transactions completed in the fourth quarter of 2024, New Fortress Energy Inc. is no longer permitted to pay dividends to shareholders. The Company declared and paid quarterly dividends on its Class A common stock totaling $20,507 during the three months ended June 30, 2024, representing $0.10 per Class A share. The Company declared and paid dividends of $41,010 during the six months ended June 30, 2024, representing $0.10 per Class A share.

During the three months and six months ended June 30, 2025, the Company declared dividends of $— and $3,019 to holders of Golar LNG Partners LP's ("GMLP") 8.75% Series A Cumulative Redeemable Preferred Units (“GMLP Preferred Units”), respectively. During the three and six months ended June 30, 2024, the Company declared dividends of $3,019 and $6,038 to holders of the GMLP Series A Preferred Units, respectively. The amount of unpaid cumulative dividends is $3,019 as of June 30, 2025. As these equity interests have been issued by the Company’s consolidated subsidiaries, the value of the GMLP Preferred Units is recognized as non-controlling interest in the condensed consolidated financial statements.

24. Share-based compensation

The Company has granted restricted stock units ("RSUs") to select officers, employees and certain non-employees under the Incentive Plan (as defined in the Annual Report). The fair value of RSUs on the grant date is estimated based on the closing price of the underlying shares on the grant date. The following table summarizes the RSU activity for the six months ended June 30, 2025:


	Restricted Stock Units	Weighted-average grant date fair value per share
Non-vested RSUs as of December 31, 2024	1,579,802	$	32.60
Granted	—	—
Vested	(795,088)	32.60
Forfeited	(488,242)	32.66
Non-vested RSUs as of June 30, 2025	296,472	$	32.66

The non-vested RSUs vest over periods from 10 months to approximately two years following the grant date. The weighted-average remaining vesting period of non-vested RSUs totaled 0.51 years as of June 30, 2025.

For the three and six months ended June 30, 2025 and 2024, the Company recognized compensation costs associated with equity awards in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operations and maintenance	$	14	$	82	$	36	$	99
Selling, general and administrative	5,236		19,982		4,985		25,213
Total share-based compensation expense	$	5,250	$	20,064	$	5,021	$	25,312

During the three and six months ended June 30, 2025, the Company recognized a reversal of previous compensation expense of $824 and $7,395, respectively, due to the forfeiture of awards upon separation with certain employees. During

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both the three and six months ended June 30, 2024, the Company recognized a reversal of cumulative compensation expense of $161 for forfeited RSU awards.

During 2024, the Company granted an equity award to certain employees that will settle in shares of a subsidiary owning the Company's Brazilian operations. The grant date fair value of this award was $53,958, and the award contains a service condition that will vest in annual increments through March 31, 2027. Compensation expense of $4,708 and $9,364 for the three and six months ended June 30, 2025 associated with this award is included in the table above. Compensation expense of $2,018 for both the three and six months ended June 30, 2024 associated with this award is included in the table above.

The Company recognizes the income tax benefits resulting from vesting of RSUs in the period of vesting, to the extent the compensation expense has been recognized. As of June 30, 2025, unrecognized compensation costs from non-vested RSUs was $2,734, and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $33,058.

25. Related party transactions

Management services

Messrs. Edens, chief executive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”). The charges under the Administrative Agreement that are attributable to the Company totaled expenses of $382 and a credit of $167 for the three months ended June 30, 2025 and 2024, respectively, and totaled expenses of $500 and $1,808 for the six months ended June 30, 2025 and 2024, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of June 30, 2025 and December 31, 2024, $489 and $6,755 were due to Fortress, respectively.

In addition to administrative services, Mr. Edens owns an aircraft that we charter from a third party operator for business purposes in the ordinary course of operations. The Company incurred, at aircraft operator rates, charter costs of $146 and $514 for the three months ended June 30, 2025 and 2024, respectively, and $1,098 and $1,084 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, $197 and $1,146 was due to this affiliate, respectively.

Fortress affiliated entities

The Company provides certain administrative services to related parties including entities affiliated with Fortress. No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred. The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended June 30, 2025 and 2024, $362 and $244 of rent and office related expenses were incurred by these affiliates, respectively. For the six months ended June 30, 2025 and 2024, $689 and $462 of rent and office related expenses were incurred by these affiliates, respectively. As of June 30, 2025 and December 31, 2024, $3,349 and $2,637 were due from affiliates, respectively.

Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs. Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement. In May 2024, this affiliate assigned the office lease to the Company, and after this point, the Company no longer incurs rent expense with this affiliate. The Company incurred rent and administrative expenses of approximately $217 and $900 for the three and six months ended June 30, 2024, respectively. As of June 30, 2025 and December 31, 2024, amounts due to Fortress affiliated entities was $3,614.

Land leases

Prior to the sale of the Company's Miami Facility in the fourth quarter of 2024, the Company leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $134 and $237 during the three and six months ended June 30, 2024, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. No amounts are due to FECI as of June 30, 2025 and December 31, 2024.

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In September 2023, the Company entered into a lease agreement to lease land from Jefferson Terminal South LLC, which is an indirect, majority-owned subsidiary of a public company which is managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $183 and $366 during the three and six months ended June 30, 2025, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of June 30, 2025, the Company recorded a right-of-use asset of $3,339 and a lease liability of $4,649 on the Condensed Consolidated Balance Sheets. As of December 31, 2024, the Company recorded a right-of-use asset of $3,530 and a lease liability of $4,474 on the Condensed Consolidated Balance Sheets.

DevTech investment

In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10% interest in a consolidated subsidiary. The 10% interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements.

In March 2025, the Company entered into an agreement to acquire DevTech's 10% non-controlling interest, and concurrently, terminated the consulting arrangement. A cash payment of $950 was made to DevTech, of which $822 was allocated to the value of the acquired shares of the subsidiary. The Company recognized $0 and $136 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended June 30, 2025 and 2024, respectively, and $0 and $264 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025 and December 31, 2024, $0 and $149 were due to DevTech, respectively.

26. Segments

As of June 30, 2025, the Company operates in two reportable segments: Terminals and Infrastructure and Ships:

•Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal, logistics or sub-charter operations are included in this segment.

•Ships includes certain vessels that are currently chartered to third parties under long-term arrangements and are part of the Energos Formation Transaction; three vessels are currently included in this segment. The Company’s investment in Energos was also included in the Ships segment prior to the disposition of this investment in the first quarter of 2024.

The Company's CEO who is the CODM, uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. The CODM includes deferred earnings from contracted sales for which a prepayment was received in the current period in the segment measure.

The CODM considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance.

The table below presents segment information for the three and six months ended June 30, 2025 and 2024:

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	Three Months Ended June 30, 2025
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other		Consolidated
Statement of operations:
Total revenues	$	263,236	$	38,456	$	301,692	$	—	$	301,692
Less(1):
Cost of sales(3)	208,852		—		208,852		—		208,852
Vessel operating expenses	1,765		6,291		8,056		—		8,056
Operations and maintenance	59,817		—		59,817		—		59,817
Segment Operating Margin	$	(7,198)	$	32,165	$	24,967	$	—	$	24,967
Balance sheet:
Total assets	$	11,438,183	$	519,147	$	11,957,330	$	—	$	11,957,330
Other segmental financial information:
Capital expenditures(2)	$	251,863	$	—	$	251,863	$	—	$	251,863


	Six Months Ended June 30, 2025
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other		Consolidated
Statement of operations:
Total revenues	$	695,163	$	77,065	$	772,228	$	—	$	772,228
Less(1):
Cost of sales (3)	511,229		—		511,229		—		511,229
Vessel operating expenses	1,765		13,467		15,232		—		15,232
Operations and maintenance	114,774		—		114,774		—		114,774
Segment Operating Margin	$	67,395	$	63,598	$	130,993	$	—	$	130,993
Balance sheet:
Total assets	$	11,438,183	$	519,147	$	11,957,330	$	—	$	11,957,330
Other segmental financial information:
Capital expenditures(2)	$	549,231	$	—	$	549,231	$	—	$	549,231

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	Three Months Ended June 30, 2024
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other(4)		Consolidated
Statement of operations:
Total revenues	$	385,428	$	42,578	$	428,006	$	—	$	428,006
Less(1):
Cost of sales(3)	221,860		—		221,860		—		221,860
Vessel operating expenses	—		8,503		8,503		—		8,503
Operations and maintenance	39,292		—		39,292		—		39,292
Deferred earnings from contracted sales(5)	90,000		—		90,000		(90,000)		—
Segment Operating Margin	$	214,276	$	34,075	$	248,351	$	(90,000)	$	158,351
Balance sheet:
Total assets	$	10,761,090	$	647,287	$	11,408,377	$	—	$	11,408,377
Other segmental financial information:
Capital expenditures(2)	$	646,558	$	—	$	646,558	$	—	$	646,558


	Six Months Ended June 30, 2024
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other(4)		Consolidated
Statement of operations:
Total revenues	$	1,033,165	$	85,162	$	1,118,327	$	—	$	1,118,327
Less(1):
Cost of sales(3)	450,977		—		450,977		—		450,977
Vessel operating expenses	—		16,899		16,899		—		16,899
Operations and maintenance	107,840		—		107,840		—		107,840
Deferred earnings from contracted sales(5)	90,000		—		90,000		(90,000)		—
Segment Operating Margin	$	564,348	$	68,263	$	632,611	$	(90,000)	$	542,611
Balance sheet:
Total assets	$	10,761,090	$	647,287	$	11,408,377	$	—	$	11,408,377
Other segmental financial information:
Capital expenditures(2)	$	1,130,813	$	—	$	1,130,813	$	—	$	1,130,813

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

(2) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period.

(3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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(4) Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of $90,000.

(5) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the second and third quarters of 2024 and prepayment for these sales was received. Revenue has been recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income during the third and fourth quarters of 2024.

Consolidated Segment Operating Margin is defined as net income (loss), adjusted for selling, general and administrative expenses, transaction and integration costs, depreciation and amortization, asset impairment expense, gain (loss) on sale, interest expense, other (income) expense, net, and loss on extinguishment of debt, net, and tax provision.

The following table reconciles Net income, the most comparable financial statement measure, to Consolidated Segment Operating Margin:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands of $)	2025		2024		2025		2024
Net loss	$	(556,827)	$	(86,860)	$	(754,200)	$	(30,190)
Add:
Selling, general and administrative	57,256		70,578		116,527		141,332
Transaction and integration costs	75,384		1,760		87,315		3,131
Depreciation and amortization	52,870		37,413		105,927		87,904
Asset impairment expense	117,312		4,272		117,558		4,272
Interest expense	206,408		80,399		420,102		157,743
Other (income) expense, net	(56,262)		47,354		(120,199)		66,466
(Gain) loss on sale	(472,699)		—		(472,699)		77,140
Goodwill impairment expense	582,172		—		582,172		—
Loss on extinguishment of debt, net	20,320		—		20,787		9,754
Tax (benefit) provision	(967)		3,435		27,703		25,059
Consolidated Segment Operating Margin	$	24,967	$	158,351	$	130,993	$	542,611

27. Subsequent events

Series B Convertible Preferred Stock

On July 9, 2025, the Company notified the holders of the Series B Convertible Preferred Stock of a Change Event as a result of downgrades in the credit rating of the Company's debt, which allowed the holders to require redemption of all outstanding shares by the Company. According to the Repurchase Notices received from the holders, on August 1, 2025, the Company redeemed a total of 36,746 shares through a conversion at a price of $950 per share plus accumulated and unpaid dividend of $761 and issued 10,351,360 shares of Class A common stock, which were delivered on August 1, 2025.

Letter of Credit Facility

On July 2, 2025, the Company entered into a deferral agreement for its Letter of Credit Agreement. The deferral agreement deferred the date on which the Company was required to cash collateralize the letters of credit scheduled that would remain outstanding on or after July 24, 2025, the then-current maturity date (the “Cash Collateralization Requirement”) until July 17, 2025. The Cash Collateralization Requirement was subsequently deferred in a second deferral agreement, dated July 17, 2025, until July 24, 2025.

On July 24, 2025, the Company entered into an extension agreement to its Letter of Credit Agreement. The extension agreement extended the maturity date to July 31, 2025 and deferred the Cash Collateralization Requirement until July 31, 2025. Pursuant to a second extension agreement on July 31, 2025, the then-current maturity date was extended to August 8, 2025 and the Cash Collateralization Requirement was deferred to August 8, 2025.

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On August 8, 2025, the Company entered into the ninth amendment to its Letter of Credit Agreement to, among other things, (i) change the facility from uncommitted to committed; (ii) extend the maturity date to November 14, 2025; (iii) add an asset sale sweep prepayment provision; and (iv) make certain changes to fees and pricing. In addition, the commitments were reduced to approximately $195,000 and are automatically reduced on October 5, 2025 to approximately $155,000.

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed change coverage ratio in the Letter of Credit Facility for the fiscal quarter ending September 30, 2025. If the Company is not compliance with these covenants and this non-compliance is not waived, the lenders have the right to require 102% cash collateralization of all letters of credit outstanding under the Letter of Credit Facility. If the Company does not adequately collateralize the outstanding letters of credit, certain of the Company’s outstanding indebtedness would be payable on demand.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain information contained in the following discussion and analysis, including information with respect to our plans, strategy, projections and expected timeline for our business and related financing, includes forward-looking statements. Forward-looking statements are estimates based upon current information and involve a number of risks and uncertainties. Actual events or results may differ materially from the results anticipated in these forward-looking statements as a result of a variety of factors.

You should read “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and under similar headings in the Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following information should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report. Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). This information is intended to provide investors with an understanding of our past performance and our current financial condition and is not necessarily indicative of our future performance. Please refer to “—Factors Impacting Comparability of Our Financial Results” for further discussion. Unless otherwise indicated, dollar amounts are presented in millions.

Unless the context otherwise requires, references to “Company,” “NFE,” “we,” “our,” “us” or like terms refer to New Fortress Energy Inc. and its subsidiaries.

Overview

We are a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. We own and operate natural gas and liquefied natural gas ("LNG") infrastructure, and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets; additionally, we have expanded our focus to building our modular LNG manufacturing business. Our near-term mission is to provide modern infrastructure solutions to create cleaner, reliable energy while generating a positive economic impact worldwide. Our long-term mission is to become one of the world’s leading companies providing power free from carbon emissions by leveraging our global portfolio of integrated energy infrastructure. We discuss this important goal in more detail in our Annual Report, “Items 1 and 2: Business and Properties” under “Sustainability—Toward a Low Carbon Future.”

Our chief operating decision maker makes resource allocation decisions and assesses performance on the basis of two operating segments, Terminals and Infrastructure and Ships.

Our Terminals and Infrastructure segment includes the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. We currently source LNG from long-term supply agreements with third-party suppliers. We placed our first floating liquefaction unit, which we refer to as "Fast LNG" or "FLNG", into service in the fourth quarter of 2024, and we plan to source a portion of our LNG needs from this facility. The Terminals and Infrastructure segment includes all terminal operations in Puerto Rico, Mexico and Brazil, as well as vessels utilized in our terminal or logistics operations. We centrally manage our LNG supply and the deployment of our vessels utilized in our terminal, logistics or sub-charter operations, which allows us to optimally manage our LNG supply and fleet.

Our Ships segment includes certain vessels which are currently chartered under long-term arrangements to third parties and are part of the Energos Formation Transaction (defined below). Over time, we expect to utilize these vessels in our own terminal operations as charter agreements for these vessels expire, and these vessels are expected to be included in our Terminals and Infrastructure segment at such time.

On May 14, 2025, we completed the sale of our Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") receiving net cash proceeds of approximately $678 million, with additional $99 million proceeds held in escrow and to be returned to the Company based on the terms of the sale agreement.

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Our Current Operations – Terminals and Infrastructure

Our management team has successfully employed our strategy to secure long-term contracts with significant customers, including the Puerto Rico Electric Power Authority (“PREPA”) and Comisión Federal de Electricidad (“CFE”), Mexico’s power utility, each of which is described in more detail below. Our assets built to service these significant customers have been designed with capacity to service other customers.

San Juan Facility

Our San Juan Facility became fully operational in the third quarter of 2020. It is designed as a landed micro-fuel handling facility located in the Port of San Juan, Puerto Rico. The San Juan Facility has multiple truck loading bays to provide LNG to on-island industrial users. The San Juan Facility is near the PREPA San Juan Power Plant and serves as our supply hub for the PREPA San Juan Power Plant and industrial end-user customers in Puerto Rico.

In 2023, we entered into agreements for the installation and operation of approximately 350MW of additional power to be generated at the Palo Seco Power Plant and San Juan Power Plant in Puerto Rico as well as the supply of natural gas. Our customer was contracted by the U.S. Army Corps of Engineers to support the island’s grid stabilization project with additional power capacity to enable maintenance and repair work on Puerto Rico’s power system and grid. We commissioned 350MW of duel-fuel power generation using our gas supply in less than 180 days.

In March 2024, our contract to provide emergency power services to support the grid stabilization project was terminated, and we completed a series of transactions that included the sale of turbines and related equipment deployed to support the grid stabilization project to PREPA. In March 2024, we were also awarded a gas sale agreement with PREPA to supply up to 80 TBtu annually to PREPA's gas-fired power plants, including to the turbines that were sold to PREPA. The contract initially expired in March 2025. During 2025, the Company and PREPA agreed to a series of short-term extensions of the gas supply agreement while working towards a long-term solution that is in the best interests of both parties and achieves our mutual goal of sustained, efficient power generation for Puerto Rico. The gas supply agreement is currently set to expire on September 12, 2025. There can be no assurances that the long-term gas sale agreement will be executed, and to the extent the Company is not able to execute such an agreement, the Company's future results of operations could be adversely impacted and the impact could be material.

We are pursuing a $659 million request for equitable adjustment related to the early termination of our contract to provide emergency power services. The actual amount of any such adjustment and the timing of any related payments may be materially different than management’s current estimate. As a result, the Company cannot offer any assurance as to the actual amount that may be recovered pursuant to such request or subsequent claim, if any.

In 2023, our wholly-owned subsidiary, Genera PR LLC ("Genera"), was awarded a 10-year contract for the operation and maintenance of PREPA’s thermal generation assets with the goal of reducing costs and improving reliability of power generation in Puerto Rico. The service period under the contract commenced on July 1, 2023, and we receive an annual management fee for the services provided.

La Paz Facility

In the fourth quarter of 2021, we began commercial operations at the Port of Pichilingue in Baja California Sur, Mexico (the “La Paz Facility”). The La Paz Facility also supplies our gas-fired power units located adjacent to the La Paz Facility (the “La Paz Power Plant”) and could have a maximum capacity of up to 135MW of power. We placed the La Paz Power Plant into service in the third quarter of 2023. In the third quarter of 2024, we executed an amendment to the gas sales agreement to multiple CFE power generation facilities in Baja California Sur on a take-or-pay basis that extended the term to 10 years from November 3, 2024, and amended the annual min/max quantities.

Santa Catarina Facility

We placed our Santa Catarina Facility in service in the fourth quarter of 2024. The Santa Catarina Facility is located on the southern coast of Brazil and consists of an FSRU with a processing capacity of approximately 500,000 MMBtu from LNG per day and LNG storage capacity of up to 138,000 cubic meters. We have developed and constructed a 33-kilometer, 20-inch pipeline that connects the Santa Catarina Facility to the existing inland Transportadora Brasileira Gasoduto Bolivia-Brasil S.A. (“TBG”) pipeline via an interconnection point in the municipality of Garuva. The Santa Catarina

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Facility and associated pipeline are expected to have a total addressable market of 15 million cubic meters per day of natural gas.

In August 2024, we acquired 100% of the outstanding equity interest of Usina Termeletrica de Lins S.A. ("Lins"), which owns key rights and permits to develop a natural gas-fired power plant for up to 2.05GW located in the State of São Paulo, within the city limits of Lins. We expect to participate in the power auctions anticipated to occur in 2025 in Brazil, and to the extent that NFE is successful in these auctions, we plan to develop a gas-fired power plant using natural gas from the Santa Catarina Facility.

Our LNG Supply and Cargo Sales

NFE provides reliable, affordable and clean energy supplies to customers around the world that we plan to satisfy through the following sources: 1) our current contractual supply commitments; 2) our own FLNG production; and 3) additional LNG supply contracts expected to commence in 2027. Our first FLNG facility began to produce LNG in July 2024, and we expect to generate up to 70 TBtu annually from this facility. When expected production from FLNG is combined with our commitments to purchase and receive physical delivery of LNG volumes, we expect to have sufficient supply for 100% of our committed volumes for each of our downstream terminals inclusive of our San Juan Facility, La Paz Facility, Barcarena Facility and Santa Catarina Facility. Additionally, we have binding contracts for LNG volumes from two separate U.S. LNG facilities, each with a 20-year term, which are expected to commence in 2027 and 2029.

Geopolitical events have substantially impacted and may continue to impact the natural gas and LNG markets, which have experienced significant volatility in recent years. The majority of our LNG supply contracts are based on a natural gas-based index, Henry Hub, plus a contractual spread. We limit our exposure to fluctuations in natural gas prices as our pricing in contracts with customers is largely based on the Henry Hub index price plus a fixed fee component. Additionally, with our own Fast LNG production, we plan to further mitigate our exposure to variability in LNG prices, and our long-term strategy is to sell substantially all cargos produced to customers on a long-term, take-or-pay basis through our downstream terminals.

Our Current Operations – Ships

Our shipping assets include Floating Storage and Regasification Units ("FSRUs"), Floating Storage Units ("FSUs") and LNG carriers ("LNGCs"). Our shipping assets are included in both of our operating segments. Certain vessels are currently chartered to third parties under long-term arrangements and are part of the Energos Formation Transaction (defined below); such vessels are included in our Ships segment. At the expiration of third party charters of these vessels, we plan to utilize these vessels for our own operational purposes. Vessels we operate at our terminal operations or that we decide to sub-charter are included in our Terminals and Infrastructure segment.

In August 2022, we completed a transaction (the “Energos Formation Transaction”) with an affiliate of Apollo Global Management, Inc., pursuant to which we transferred ownership of eleven vessels to Energos in exchange for approximately $1.85 billion in cash and a 20% equity interest in Energos. Ten of the vessels were subject to current or future charters with NFE and one vessel (the Nanook) was not subject to a future NFE charter. The in-place and future charters to NFE of ten vessels prevent the recognition of the sale of those vessels to Energos, and the proceeds associated with these vessels have been treated as a failed sale leaseback. As a result, these ten vessels continue to be recognized on our Consolidated Balance Sheet as Property, plant and equipment, and the proceeds are recognized as debt. Consistent with this treatment as a failed sale leaseback, (i) the third party charter revenues continue to be recognized by us as Vessel charter revenue; (ii) the costs of operating the vessels is included in Vessel operating expenses for the remaining terms of the third-party charters and (iii) such revenues are included as part of debt service for the sale leaseback financing debt and are included in additional financing costs within Interest expense, net. In February 2024, we sold substantially all of our stake in Energos.

Our Development Projects

Our projects currently under development include our development of a series of modular liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world through our Fast LNG technologies; our LNG terminal (“Barcarena Facility”) and power plants located in Pará, Brazil; our LNG terminal facility and power plant in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”); our LNG terminal and power plant in Ireland (“Ireland Facility”), our first green hydrogen project ("ZeroPark I") and Klondike Digital Infrastructure, our power and data center infrastructure business ("Klondike"). We are also in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power, LNG and natural gas, although there can be no assurance

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that these discussions will result in additional contracts or that we will be able to achieve our target revenue or results of operations.

The design, development, construction and operation of our projects are highly regulated activities and subject to various approvals and permits. The process to obtain required permits, approvals and authorizations is complex, time-consuming, challenging and varies in each jurisdiction in which we operate. We obtain required permits, approvals and authorizations in due course in connection with each milestone for our projects.

We describe each of our current development projects below.

Fast LNG

We are currently developing multiple modular liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world. We have designed and are constructing liquefaction facilities for our growing customer base that we believe are both faster and more economical to construct than many traditional liquefaction solutions. Our “Fast LNG,” or “FLNG,” design pairs advancements in modular, midsize liquefaction technology with jack up rigs, semi-submersible rigs or similar marine floating infrastructure to enable a lower cost and faster deployment schedule than other greenfield alternatives. Semi-permanently moored FSUs will provide LNG storage alongside the floating liquefaction infrastructure, which can be deployed anywhere there is abundant and stranded natural gas. As noted below, we are also in discussions with CFE to utilize our FLNG design in an onshore application.

Fast LNG is anchored by key benefits over conventional liquefaction projects. In particular, we believe installing modular equipment in a shipyard will meaningfully expedite timelines. In addition, placing solutions offshore provides greater access to natural gas and optimized marine logistics.

We describe our operational and planned FLNG projects below.

Altamira

Our first Fast LNG unit has been deployed off the coast of Altamira, Tamaulipas, Mexico, and was placed into service in the fourth quarter of 2024. The 1.4 million ton per annum (“MTPA”) FLNG unit utilizes CFE’s firm pipeline transportation capacity on the Sur de Texas-Tuxpan Pipeline to receive feedgas volumes. This first FLNG unit has been fully commissioned, and we are in the process of increasing available liquefaction capacity through optimization projects.

We expect to deploy up to two 1.4MTPA additional FLNG units onshore at the existing Altamira LNG import facility. The terminal also would source feedgas from the CFE from the Sur de Texas-Tuxpan Pipeline. The Altamira onshore LNG facility is a world class import facility that will be converted to export LNG similar to other gulf coast regasification terminals. Existing infrastructure at the facility includes two 150,000m3 storage tanks, deepwater marine berth and access to local gas and power networks.

Louisiana

In addition, we are considering a plan to install up to two FLNG units approximately 16 nautical miles off the southeast coast of Grand Isle, Louisiana. We have filed applications with the U.S. Maritime Administration ("MARAD") and the U.S. Coast Guard to obtain our deepwater port license application for this facility. The facility will be capable of exporting up to approximately 145 billion cubic feet of natural gas per year, equivalent to approximately 2.8 MTPA of LNG.

Lakach

In the second quarter of 2025, we determined that it was no longer probable that we would pursue development of the Lakach deepwater offshore project and recorded an impairment of $47.3 million. No further costs associated with this project are capitalized on our Consolidated Balance Sheets.

Barcarena Facility

The Barcarena Facility consists of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines. The Barcarena Facility is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to

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160,000 cubic meters of LNG. We have entered into a 15-year gas supply agreement with a subsidiary of Norsk Hydro ASA for the supply of natural gas to the Alunorte Alumina Refinery in Pará, Brazil, through our Barcarena Facility.

The Barcarena Facility will also supply our new 630MW combined cycle natural gas-fired power plant located in Pará, Brazil (the “Barcarena Power Plant”). The power plant is fully contracted under multiple 25-year power purchase agreements to supply electricity to the national electricity grid. We expect to complete the Barcarena Power Plant in 2025.

In March 2024, we closed the acquisition of PortoCem Geração de Energia S.A. ("PortoCem"), a wholly-owned subsidiary of Ceiba Fundo de Investimento em Participações Multiestratégia- Investimento no Exterior ("Ceiba Energy"). PortoCem is the owner of a 15-year 1.6GW capacity reserve contract in Brazil. We have transferred the 1.6 GW capacity reserve contract to a site owned by NFE that is adjacent to the Barcarena Facility, where NFE is building the 1.6 GW simple cycle, natural gas-fired power plant ("PortoCem Power Plant") to supply the capacity reserve contract using gas from the Barcarena Facility. We expect the PortoCem Power Plant to be completed in 2026.

Puerto Sandino Facility

We are developing a liquefied natural gas receiving, transloading and regasification facility in Puerto Sandino, Nicaragua, as well as a pipeline connecting the facility with our Puerto Sandino Power Plant. We have entered into a 25-year PPA with Nicaragua’s electricity distribution companies, and we expect to utilize approximately 57,000 MMBtu from LNG per day to provide natural gas to the Puerto Sandino Power Plant in connection with the 25-year power purchase agreement. Construction of the terminal and power plant is substantially complete; however, we will determine timing of final commissioning and commencement under our PPA based on the most optimal use of our LNG supply chain. As part of our long-term strategy, we are also evaluating solutions to optimize power generation and delivery to other markets, connected to our power plant through a regional transmission line.

Ireland Facility

We intend to develop and operate an LNG facility and power plant on the Shannon Estuary, near Tarbert, Ireland. In April 2023, we were awarded a capacity contract for the development of a power plant for approximately 353 MW of electricity generation with a duration of ten years as part of the auction process operated by Ireland’s Transmission System Operator. The power plant is required to be operational by October 2026.

In the third quarter of 2023, An Bord Pleanála ("ABP"), Ireland's planning commission, denied our application for the development of an LNG terminal and power plant. We challenged this decision, and in September 2024, the High Court of Ireland ruled that ABP did not have appropriate grounds for the denial of our permit. In March 2025, APB withdrew their appeal to the September 2024 High Court decision. ABP is now reconsidering our planning application in accordance with Irish Law.

Further, in March 2025, ABP granted our application to construct a 600 MW power plant and a separate application to construct the 220 kV electricity interconnect. We are able to fuel this power plant via our LNG marine import terminal, if approved, or using gas provided from our permitted pipeline interconnection. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, which could preclude the development of this project; however, management continues to assess all options in respect of future developments for the land held.

ZeroParks

In 2020, we formed our Zero division to develop and operate facilities that produce clean hydrogen in an environmentally sustainable manner, and to invest in emerging technologies that enable the production of clean hydrogen to be more efficient and scalable. Our business plan is to build a portfolio of clean hydrogen production sites, each referred to as a ZeroPark, in key regions throughout the United States, utilizing the most efficient and reliable electrolyzer technologies.

Our first clean hydrogen project, known as ZeroPark I, is located in Beaumont, Texas. The ZeroPark I facility is sited within a 10-mile radius of the two largest refineries in the western hemisphere and numerous petrochemical manufacturers, many of which require significant amounts of hydrogen for their businesses. ZeroPark I, as planned, could use up to 200 MW of power, constructed in two distinct phases, each using 100 MW of electrolysis technology. In total, ZeroPark I is expected to produce up to 86,000 kg of clean hydrogen per day, or approximately 31,000 TPA. We have commenced design, engineering and permitting for ZeroPark I. Additionally, we have secured a binding offtake commitment for the

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clean hydrogen produced at ZeroPark I. Once completed, we expect ZeroPark I to be the largest green hydrogen plant in the United States.

Klondike

In 2024, we launched Klondike, a power and data center development business dedicated to working with hyperscale customers to build and operate data centers. This venture comes in response to a significant need for turnkey digital infrastructure to support the next stage of explosive growth in artificial intelligence.

Klondike will develop independent power sources that utilize and provide behind-the-meter on-site power. This innovative approach is designed to address all major constraints of digital infrastructure development, providing grid stability, significant transmission capacity, power reliability, energy cost savings, and scalability. This approach not only reduces the demand for power from the grid but also contributes power back to it.

Klondike plans to develop a geographically diverse portfolio of data center sites to satisfy the requirements of hyperscale users. Klondike has more than 1,000 acres of developable land across sites in Brazil, Ireland, and the United States that it either owns or leases. These locations have, or will have, large existing power plants or permits in process to build several gigawatts of power, connectivity to fiber networks, access to transmission and water.

Recent Developments

On July 2, 2025, we entered into a deferral agreement for our Letter of Credit Agreement. The deferral agreement deferred the date on which we were required to cash collateralize the letters of credit scheduled that would remain outstanding on or after July 24, 2025, the then-current maturity date (the “Cash Collateralization Requirement”) until July 17, 2025. The Cash Collateralization Requirement was subsequently deferred in a second deferral agreement, dated July 17, 2025, until July 24, 2025.

On July 24, 2025, we entered into an extension agreement to our Letter of Credit Agreement. The extension agreement extended the maturity date to July 31, 2025 and deferred the Cash Collateralization Requirement until July 31, 2025. Pursuant to a second extension agreement on July 31, 2025, the then-current maturity date was extended to August 8, 2025 and the Cash Collateralization Requirement was deferred to August 8, 2025.

On August 8, 2025, we entered into the ninth amendment to our Letter of Credit Agreement to, among other things, (i) change the facility from uncommitted to committed; (ii) extend the maturity date to November 14, 2025; (iii) add an asset sale sweep prepayment provision; and (iv) make certain changes to fees and pricing. In addition, the commitments were reduced to approximately $195,000 and are automatically reduced on October 5, 2025 to approximately $155,000.

We do not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Letter of Credit Facility for the fiscal quarter ending September 30, 2025. If we are not compliance with these covenants and this non-compliance is not waived, the lenders have the right to require 102% cash collateralization of all letters of credit outstanding under the Letter of Credit Facility. If we do not adequately collateralize the outstanding letters of credit, certain of our outstanding indebtedness would be payable on demand.

Other Matters

On June 18, 2020, we received an order from the Federal Energy Regulatory Commission ("FERC"), which asked us to explain why our San Juan Facility is not subject to FERC’s jurisdiction under section 3 of the NGA. Because we do not believe that the San Juan Facility is jurisdictional, we provided our reply to FERC on July 20, 2020 and requested that FERC act expeditiously. On March 19, 2021, FERC issued an order that the San Juan Facility does fall under FERC jurisdiction. FERC directed us to file an application for authorization to operate the San Juan Facility within 180 days of the order, which was September 15, 2021, but also found that allowing operation of the San Juan Facility to continue during the pendency of an application is in the public interest. FERC also concluded that no enforcement action against us is warranted, presuming we comply with the requirements of the order. Parties to the proceeding, including the Company, sought rehearing of the March 19, 2021 FERC order, and FERC denied all requests for rehearing in an order issued on July 15, 2021; the FERC order was affirmed by the United States Court of Appeals for the District of Columbia Circuit on June 14, 2022. In order to comply with the FERC’s directive, on September 15, 2021, we filed an application for authorization to operate the San Juan Facility, which remains pending.

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On July 18, 2023, we filed for an amendment to the March 19, 2021 and July 15, 2021 FERC orders allowing the continued operation of the San Juan Facility during the pendency of the formal application to allow us to construct and interconnect 220 feet of incremental 10-inch pipeline needed to supply natural gas for temporary power generation solicited through the Puerto Rico Power Stabilization Task Force. On July 31, 2023, FERC issued an order stating that it would not take action to prevent the construction and operation of the pipeline and interconnect and on January 30, 2024, FERC reaffirmed the order allowing the construction and operation to continue.

On September 26, 2024, the United States Coast Guard ("USCG") filed a Letter of Recommendation with FERC in which it assessed our Letter of Intent dated April 12, 2024, and our Waterway Suitability Assessment, dated August 26, 2024, in respect of future ship to ship transfers with alternative vessels, and recommended against the allowance of the proposed operations. Further, on September 26, 2024, the USCG issued a Letter of Warning in respect of our ongoing ship to ship transfers of LNG operations within the San Juan port limits. On October 21, 2024, we filed an appeal with the USCG under 33 CFR 160.7. In December 2024 and February 2025, we submitted an updated Letter of Intent and Waterway Suitability Assessments detailing our alternative operational plans to the USCG and are working collaboratively with the USCG to obtain a new Letter of Recommendation to FERC in support of our operations, which we expect to be imminently forthcoming. In concert with our collaboration with the USCG regarding our new operational plans, we withdrew our appeal on February 14, 2025.

On October 25, 2024, FERC issued a notice of intent to prepare an Environmental Impact Statement, which included, among other things, two public scoping sessions in Puerto Rico held on November 18, 2024 in accordance with the National Environmental Policy Act.

Results of Operations – Three Months Ended June 30, 2025 compared to Three Months Ended March 31, 2025 and Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024

Performance of our two segments, Terminals and Infrastructure and Ships, is evaluated based on Segment Operating Margin. Segment Operating Margin reconciles to Consolidated Segment Operating Margin as reflected below, which is a non-GAAP measure. We reconcile Consolidated Segment Operating Margin to GAAP Gross margin, inclusive of depreciation and amortization. Consolidated Segment Operating Margin is mathematically equivalent to Revenue minus Cost of sales (excluding depreciation and amortization reflected separately) minus Operations and maintenance minus Vessel operating expenses, each as reported in our financial statements. We believe this non-GAAP measure, as we have defined it, offers a useful supplemental measure of the overall performance of our operating assets in evaluating our profitability in a manner that is consistent with metrics used for management’s evaluation of the overall performance of our operating assets.

Consolidated Segment Operating Margin is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to Gross margin, income from operations, net income, cash flow from operating activities or any other measure of performance or liquidity derived in accordance with GAAP. As Consolidated Segment Operating Margin measures our financial performance based on operational factors that management can impact in the short-term, items beyond the control of management in the short term, such as depreciation and amortization are excluded. As a result, this supplemental metric affords management the ability to make decisions and facilitates measuring and achieving optimal financial performance of our current operations. The principal limitation of this non-GAAP measure is that it excludes significant expenses and income that are required by GAAP. A reconciliation is provided for the non-GAAP financial measure to the most directly comparable GAAP measure, Gross margin. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to our Gross margin, and not to rely on any single financial measure to evaluate our business.

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The tables below present our segment information for the three months ended June 30, 2025 and March 31, 2025, and for the six months ended June 30, 2025 and June 30, 2024:


	Three Months Ended June 30, 2025
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other		Consolidated
Total revenues	$	263,236	$	38,456	$	301,692	$	—	$	301,692
Cost of sales(1)	208,852		—		208,852		—		208,852
Vessel operating expenses(2)	1,765		6,291		8,056		—		8,056
Operations and maintenance(2)	59,817		—		59,817		—		59,817
Segment Operating Margin	$	(7,198)	$	32,165	$	24,967	$	—	$	24,967


Three Months Ended June 30, 2025
(in thousands of $)	Consolidated





Gross margin (GAAP)	$	(27,903)
Depreciation and amortization	52,870
Consolidated Segment Operating Margin (Non-GAAP)	$	24,967


	Three Months Ended March 31, 2025
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other(2)		Consolidated
Total revenues	$	431,927	$	38,609	$	470,536	$	—	$	470,536
Cost of sales(1)	302,377		—		302,377		—		302,377
Vessel operating expenses(2)	—		7,176		7,176		—		7,176
Operations and maintenance(2)	54,957		—		54,957		—		54,957
Segment Operating Margin	$	74,593	$	31,433	$	106,026	$	—	$	106,026


Three Months Ended March 31, 2025
(in thousands of $)	Consolidated





Gross margin (GAAP)	$	52,969
Depreciation and amortization	53,057
Consolidated Segment Operating Margin (Non-GAAP)	$	106,026

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	Six Months Ended June 30, 2025
(in thousands of $)	Terminals and Infrastructure		Ships		Total Segment		Consolidation and Other		Consolidated
Total revenues	$	695,163	$	77,065	$	772,228	$	—	$	772,228
Cost of sales(1)	511,229		—		511,229		—		511,229
Vessel operating expenses(2)	1,765		13,467		15,232		—		15,232
Operations and maintenance(2)	114,774		—		114,774		—		114,774
Segment Operating Margin	$	67,395	$	63,598	$	130,993	$	—	$	130,993

Six Months Ended June 30, 2025

(in thousands of $)

Consolidated

Gross margin (GAAP)

New Fortress Energy Inc. 10-Q