UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1719, 2026

New Fortress Energy Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-38790	83-1482060
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	“NFE”	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Approval~~On ofMay 11, 2026, NFE Brazil Financing Limited, a private limited company incorporated under the ~~Amended~~laws of England and ~~Restated~~Wales ~~2019~~(“NFE ~~Omnibus~~Brazil”), ~~Incentive~~a ~~Plan~~subsidiary of New Fortress Energy Inc. (the “Company”), entered into a commitment letter (the "Commitment Letter"), pursuant to which it received commitments for a proposed offering (the “New Brazil Notes Offering”) of senior secured notes due 2029, which was previously disclosed in the Company’s Current Report on Form 8-K filed on May 12, 2026.

On June 1719, 2026, ~~the~~in ~~stockholders~~accordance ofwith ~~New Fortress Energy Inc. (~~the ~~“Company”)~~terms ~~approved~~of the ~~Company’s~~Commitment ~~Amended~~Letter, ~~and~~NFE ~~Restated~~Brazil ~~2019~~issued ~~Omnibus~~$973.5 ~~Incentive~~million ~~Plan~~aggregate ~~(the~~principal ~~“Amended~~amount ~~and~~of ~~Restated~~its ~~Incentive~~12.000% ~~Plan”)~~Senior atSecured ~~the~~Notes ~~Company’s~~due ~~2026~~2029 ~~Annual Meeting of Stockholders~~ (the “~~Annual~~New ~~Meeting~~Brazil Notes”). The ~~Amended~~New ~~and~~Brazil ~~Restated~~Notes ~~Incentive~~were ~~Plan~~issued ~~was~~pursuant ~~previously~~to, ~~adopted~~and byare ~~the~~governed ~~Company’s~~by, ~~Board~~an ofindenture ~~Directors~~ (the “~~Board”)~~New onBrazil ~~May~~Notes 6Indenture”), ~~2026,~~dated ~~subject to stockholder approval. The Amended and Restated Incentive Plan will become effective~~ as of ~~the~~June ~~date~~19, ~~the~~2026, ~~Company’s~~between ~~“Restructuring~~NFE ~~Transaction”~~Brazil, (as ~~defined~~issuer, ~~and described in~~ the ~~Company’s~~guarantors ~~Definitive~~party ~~Proxy~~thereto ~~Statement on Schedule 14A filed with~~ (the ~~U.S.~~“guarantors”) ~~Securities~~ and ~~Exchange~~Wilmington ~~Commission~~Savings onFund ~~May 27~~Society, ~~2026~~FSB (~~the~~ “~~Proxy Statement~~WSFS”)), isas ~~consummated~~trustee (~~the~~in ~~“Restructuring~~such ~~Effective~~capacity, ~~Date~~the “Trustee”). ~~Additional~~and ~~information~~as ~~regarding~~notes ~~the~~collateral ~~results~~agent of(in ~~the~~such ~~Annual~~capacity, ~~Meeting~~the is“Collateral ~~set forth below under Item 5~~Agent”).~~07.~~

~~The~~Additionally, ~~Amended~~on ~~and~~June ~~Restated~~19, ~~Incentive Plan~~2026, ~~among~~the ~~other~~Company, ~~things~~NFE Brazil, ~~(i)~~the ~~removes~~Trustee and the ~~evergreen~~Collateral ~~provision~~Agent ~~and~~entered ~~includes~~into a ~~fixed~~payment ~~maximum~~and ~~aggregate~~turnover ~~number~~agreement of(the ~~shares~~“Turnover Agreement”) for the benefit of ~~Class~~the ACompany ~~common~~in ~~stock~~relation to bethe ~~reserved~~New ~~for~~Brazil ~~issuance~~Notes. ~~thereunder~~On ~~equal~~or prior to ~~10%~~the ofRestructuring Effective Date (as defined in the ~~total~~New ~~number~~Brazil ofNotes ~~shares~~Indenture), ofthe ~~Class~~Company Amay ~~common~~enter ~~stock~~into a loan agreement or other debt instrument in satisfaction of certain outstanding asnet intercompany claims of the ~~Restructuring~~Company ~~Effective~~against ~~Date~~certain ~~(in~~of ~~addition~~its tosubsidiaries (the ~~number~~“New ofBrazilCo-CoreCo ~~shares~~Note” ofand ~~Class~~the Aobligations ~~common~~owed ~~stock~~thereunder, ~~subject~~the to“New ~~outstanding~~BrazilCo-CoreCo ~~equity~~Obligations”). ~~awards~~Pursuant ~~granted~~to ~~under~~the terms of the ~~existing~~Turnover ~~Amended~~Agreement, ~~and~~NFE ~~Restated~~Brazil ~~2019~~shall ~~Omnibus~~be ~~Incentive~~prohibited ~~Plan~~from asmaking any payment, or distribution of property or assets, required to be made under the ~~Restructuring~~New ~~Effective~~Brazil ~~Date),~~Notes Indenture (~~ii)~~whether ~~provides~~in ~~for~~connection with a ~~new~~realization ~~reserve~~ of ~~shares~~collateral ofor ~~Series~~otherwise Aand ~~Mandatorily~~whether ~~Convertible~~or ~~Preferred~~not ~~Stock~~in ~~for~~an ~~issuance~~insolvency ~~thereunder~~proceeding) ~~equal~~unless toa 7%corresponding ofpayment is made to the ~~total~~Company ~~number~~with ofrespect ~~shares~~to ofthe ~~Series~~New ABrazilCo-CoreCo ~~Mandatorily~~Obligations ~~Convertible~~until ~~Preferred~~such ~~Stock~~obligations ~~authorized~~are assatisfied ofin ~~the~~full. ~~Restructuring~~Any ~~Effective~~payment ~~Date,~~or ~~which~~distribution ~~Series~~made Aby ~~Mandatorily~~NFE ~~Convertible~~Brazil ~~Preferred~~under ~~Stock~~the ~~will~~New ~~automatically~~Brazil ~~convert~~Notes Indenture shall be subject to ~~shares~~a turnover provision in favor of ~~Class~~the ACompany ~~common~~whereby ~~stock~~NFE onBrazil ~~the~~shall ~~three-year~~identify ~~anniversary~~and turnover a ratable portion of ~~the~~such ~~Restructuring~~payment ~~Effective~~or ~~Date,~~distribution to the Company (~~iii)~~such ~~extends~~ratable ~~the~~portion, ~~term~~calculated ofbased on the ~~Amended~~relative ~~and~~proportion ~~Restated~~that ~~Incentive~~approximately ~~Plan~~$425 million bears to the ~~tenth~~initial ~~anniversary~~aggregate principal amount of the ~~Restructuring~~New ~~Effective~~Brazil ~~Date~~Notes ~~and~~ (~~iv)~~subject ~~makes~~to ~~certain~~reduction ~~other~~for ~~updates,~~any ~~including~~New aBrazil ~~revised~~Notes ~~definition~~converted ofto ~~change~~equity inor ~~control~~equity-linked securities, as described below).

~~Within~~The ~~120~~New ~~days~~Brazil ofNotes ~~the Restructuring Effective Date, the Board~~ will ~~adopt~~bear aninterest ~~equity~~in-kind ~~incentive~~at ~~plan~~a ~~for~~rate ~~directors, officers and other employees~~ of ~~the Company (the “NFE MIP”) that provides for the issuance of equity and/or equity-based compensation under the Amended and Restated Incentive Plan~~12.00% ~~The~~per ~~participants in the NFE MIP~~year, ~~the~~payable ~~allocations,~~semiannually ~~the~~in ~~reservation~~arrears ~~for~~on ~~future~~May ~~issuances,~~15 ~~the form of equity-based compensation to such participants,~~ and ~~the~~November ~~terms~~15 ~~and conditions~~ of ~~such~~each ~~equity-based~~year, ~~compensation~~beginning ~~will~~on beNovember ~~determined~~15, ~~by the Board~~2026. The ~~Board~~New ~~will~~Brazil ~~engage~~Notes awill ~~compensation~~mature ~~consultant~~on toNovember ~~assist~~15, it2029 ~~in evaluating and determining~~ (the ~~terms~~“Maturity ~~and conditions of the equity-based compensation to be awarded under the NFE MIP~~Date”).

The ~~Amended~~New ~~and~~Brazil ~~Restated~~Notes ~~Incentive~~will ~~Plan~~be, issubject ~~described~~to incertain ~~greater~~exceptions, ~~detail~~guaranteed inon ~~the~~a ~~Proxy~~senior ~~Statement,~~basis ~~which~~by ~~disclosure~~all iscurrent ~~incorporated~~and ~~herein~~future bysubsidiaries ~~reference~~of NFE Brazil (the “guarantees”). The ~~descriptions~~New ofBrazil ~~the~~Notes ~~Amended~~ and ~~Restated~~the ~~Incentive~~guarantees ~~Plan~~thereof ~~contained~~will inconstitute ~~the~~senior ~~Proxy~~secured ~~Statement~~obligations ~~and~~of ~~this~~NFE ~~report~~Brazil ~~are~~and ~~qualified~~the inguarantors, ~~their~~respectively, ~~entirety~~secured byon ~~reference~~a tofirst-priority ~~the~~basis ~~full~~by ~~text~~liens ofon the ~~Form~~Collateral of(as ~~Amended~~defined ~~and~~in ~~Restated~~the ~~Incentive Plan~~Indenture), ~~included~~subject asto ~~Annex~~permitted Cliens toand ~~the~~certain ~~Proxy~~other ~~Statement~~exceptions.

~~Item~~The ~~5.07. Submission~~New Brazil Notes Indenture limits the ability of ~~Matters~~NFE Brazil and the guarantors to, aamong ~~Vote~~other things, incur additional indebtedness or issue certain preferred shares, incur liens that secure indebtedness, make restricted payments, create dividend restrictions and other payment restrictions that affect NFE Brazil or the guarantors, sell or transfer certain assets, engage in certain transactions with affiliates and merge or consolidate or transfer all or substantially all of ~~Security~~NFE ~~Holders~~Brazil’s and the guarantors’ assets, in each case subject to certain exceptions and qualifications set forth in the New Brazil Notes Indenture.

AtSubject to the Turnover Agreement, NFE Brazil may redeem some or all of the ~~Annual~~New ~~Meeting~~Brazil Notes at any time at a redemption price equal to 100% of the aggregate principal amount of the New Brazil Notes redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the ~~stockholders~~redemption date. Subject to the Turnover Agreement, upon the occurrence of certain events constituting a change of control, NFE Brazil may be required to make an offer to repurchase all of the ~~Company~~New ~~voted~~Brazil onNotes at a price equal to 101% of the ~~matters~~principal ~~described~~amount ~~below~~thereof, ~~which~~plus ~~are~~accrued ~~further~~and ~~described~~unpaid interest thereon, if any, to, but excluding, the repurchase date. Additionally, subject to the Turnover Agreement, NFE Brazil must use any net proceeds received in excess of $5 million from one or more dispositions of property by NFE Brazil or its subsidiaries to fund an offer to repurchase the ~~Proxy~~New ~~Statement~~Brazil Notes at a price equal to 100% of the aggregate principal amount of the New Brazil Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

~~1.The~~Holders ~~Company’s~~of ~~stockholders~~at ~~elected~~least two-thirds ~~Class~~of Ithe ~~directors~~outstanding principal amount of New Brazil Notes may agree at any time with NFE Brazil to ratably convert, ~~who~~exchange ~~comprise~~or ~~all~~replace the ~~directors~~NFE Brazil Notes of ~~such~~all ~~class,~~holders towith ~~serve~~debt ~~until~~and/or equity securities of NFE Brazil or, with the ~~2029~~consent ~~Annual~~of ~~Meeting~~such entity’s board of ~~Stockholders~~directors, ~~and~~a ~~until~~parent ~~their~~company ~~respective~~of ~~successors~~the ~~are~~Brazil ~~duly~~business, ~~elected~~on orterms ~~appointed~~to ~~and~~be ~~qualified~~mutually agreed by such parties.

Director Nominee	Votes For	Votes Withheld	Broker Non-Votes
Charles M. Sledge	181,631,718	6,754,878	41,290,053
Katherine E. Wanner	177,661,748	10,724,848	41,290,053

The New Brazil Notes Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the New Brazil Notes, acceleration of certain other indebtedness and/or defaults, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the New Brazil Notes and certain events of bankruptcy or insolvency.

~~2.The~~NFE ~~Company’s~~Brazil ~~stockholders~~intends ~~ratified~~to use the ~~appointment~~proceeds offrom ~~Ernst~~the &New ~~Young~~Brazil ~~LLP~~Notes asOffering ~~the~~to ~~Company’s~~refinance ~~independent~~approximately ~~registered~~$477 ~~public~~million ~~accounting~~of ~~firm~~existing ~~for~~indebtedness, with the ~~fiscal~~remaining ~~year~~proceeds ~~ending~~expected ~~December~~to 31be used to fund operations, ~~2026.~~capital expenditures, working capital and letter of credit or similar needs, to pay restructuring transaction costs, and to pay all trade payables owed by NFE Brazil and its subsidiaries to other subsidiaries of the Company.

Votes For						Votes Against						Abstentions
227,490,080						1,255,435						931,134

The New Brazil Notes and the guarantees of the guarantors have not been and are not required to be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The New Brazil Notes are being offered and sold only to persons reasonably believed to be institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D under the Securities Act), “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or persons who are not “U.S. persons” within the meaning of Regulation S under the Securities Act (“Regulation S”) and whose participation in the Offering constitutes an “offshore transaction” within the meaning of, and in reliance on, Regulation S.

3Item 2.~~The~~03. Creation ~~Company’s stockholders approved various amendments to its existing Amended and Restated Certificate~~ of ~~Incorporation~~a ~~(the~~Direct ~~“Charter,”~~Financial ~~and~~Obligation ~~the~~or ~~Charter,~~an asObligation ~~amended~~under asan ~~contemplated~~Off-Balance ~~by the proposals set forth below, the “Amended Charter”) in connection with the “Restructuring Transaction” described in the Proxy Statement:~~Sheet

~~a.To~~Arrangement ~~remove~~of ~~the~~a ~~existing staggered board~~Registrant.

Votes For						Votes Against						Abstentions						Broker Non-Votes
187,111,180						714,383						561,033						41,290,053

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03 insofar as it relates to the creation of a direct financial obligation of NFE Brazil.

~~b.To~~Cautionary ~~provide~~Statement ~~for~~Regarding ~~the~~Forward ~~election~~Looking ~~of directors by a majority of the total votes that may be cast in the election of directors by holders of all issued and outstanding shares of the Company entitled to vote.~~Statements

Votes For						Votes Against						Abstentions						Broker Non-Votes
187,197,237						748,145						441,214						41,290,053

This communication contains certain statements and information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication 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. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition or the stock prices of the Company. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described herein will not be achieved. These forward-looking statements are necessarily estimates based upon current information and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the Company's annual report, quarterly and other reports filed with the Securities and Exchange Commission, which could cause its actual results to differ materially from those contained in any forward-looking statement. The Company undertakes no duty to update these forward-looking statements, even though its situation may change in the future.

cItem 9.To01. Financial ~~increase~~Statements ~~the~~and ~~minimum size of the Board from one director to three directors~~Exhibits.

Votes For

Votes Against

Abstentions

Broker Non-Votes

Exhibit No.

Description

226,128,535

2,972,485

575,629

10.1*

Indenture, dated June 19, 2026, by and among NFE Brazil Financing Limited, the subsidiary guarantors part thereto, and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent.

104

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

~~d.To~~*Certain ~~provide~~schedules ~~that~~have ~~holders~~been ofomitted ~~the~~pursuant ~~Company’s Class A common stock will not be entitled~~ to ~~vote~~Item ~~on any amendment to the Charter~~ 601(~~including any designation of capital stock~~a)(5) ~~that relates solely to the terms~~ of ~~one~~Regulation orS-K ~~more~~and ~~outstanding~~will ~~series~~be ofprovided ~~shares~~on ofa ~~preferred~~supplemental ~~stock~~basis ~~or other classes or series of capital stock if the holders of such affected classes or series are entitled, either separately or together with the holders of one or more other such classes or series,~~ to ~~vote thereon pursuant to~~ the ~~Charter~~SEC ~~(including~~upon ~~any designation of capital stock) or pursuant to the General Corporation Law of the State of Delaware~~request.

Votes For						Votes Against						Abstentions						Broker Non-Votes
177,151,594						10,800,874						434,128						41,290,053

e.To provide for exculpation of certain of the Company’s officers from liability to the extent permitted by Delaware law, substantially aligning the protections for the Company’s officers with those currently afforded to the Company’s directors.

Votes For						Votes Against						Abstentions						Broker Non-Votes
178,395,086						9,538,232						453,278						41,290,053

f.To remove any and all references to shares of the Company’s Class B common stock, including the terms associated with such stock.

Votes For						Votes Against						Abstentions						Broker Non-Votes
186,779,364						903,292						703,940						41,290,053

g.To effect a reverse split of the issued and outstanding shares of the Company’s Class A common stock at a reverse split ratio of 1-for-50.

Votes For						Votes Against						Abstentions						Broker Non-Votes
221,585,026						7,209,986						881,637						0

h.Conditioned upon the receipt of the requisite vote on proposals 3a through 3g, to approve the Amended Charter, which includes the approval of all other changes in the Amended Charter in connection with replacing the Charter with the Amended Charter.

Votes For						Votes Against						Abstentions						Broker Non-Votes
177,980,513						9,774,377						631,706						41,290,053

4.The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d) and for all other relevant purposes, the potential issuance of shares of the Company’s Class A common stock in excess of 20% of the Company’s outstanding Class A common stock in connection with the Restructuring Transaction described in the Proxy Statement.

Votes For						Votes Against						Abstentions						Broker Non-Votes
185,211,048						2,760,542						415,006						41,290,053

5.The Company’s stockholders approved an amendment and restatement of the Company’s 2019 Omnibus Incentive Plan in connection with the Restructuring Transaction described in the Proxy Statement.

Votes For						Votes Against						Abstentions						Broker Non-Votes
181,273,942						6,552,257						560,397						41,290,053

As sufficient shares were voted in favor of each of the above proposals, the proposal to adjourn the Annual Meeting to a later date or dates to permit further solicitation and vote of proxies was rendered moot and was not presented at the Annual Meeting.

SIGNATURES

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

	NEW FORTRESS ENERGY INC.
Date: June 17, 2026	By:	/s/ Christopher S. Guinta
Date: June 25, 2026	By:	/s/ Christopher S. Guinta
	Name:	Christopher S. Guinta
	Title:	Chief Financial Officer

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