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Item 1. Financial Statements

2025-06-30 compared with 2024-11-12 · 515 added, 644 removed, 460 unchanged (72% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2024 and December 31, 2023

As of March 31, 2025 and December 31, 2024

(Unaudited, in thousands of U.S.

dollars, except share amounts)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Current assets

4 unchanged sentences

Inventory 66,695 103,224

Assets held for sale - current 104,553 —

Prepaid expenses and other current assets, net 201,925 205,496

2 unchanged sentences

Property, plant and equipment, net 5,545,980 5,842,807

Equity method investments — 137,793

Right-of-use assets 465,939 618,733

2 unchanged sentences

Deferred tax assets, net 6,848 2,698

Assets held for sale - non-current 633,654 —

Other non-current assets, net 218,464 272,899

5 unchanged sentences

Current lease liabilities 82,442 128,362

Liabilities held for sale - current 35,894 —

Other current liabilities 171,342 174,829

3 unchanged sentences

Deferred tax liabilities, net 51,359 73,198

Liabilities held for sale - non-current 135,398 —

Other long-term liabilities 168,851 166,358

1 unchanged sentence

Commitments and contingencies (Note 20)

Series A convertible preferred stock, $ 0.01 par value, 96,746 shares authorized, issued and outstanding as of September 30, 2024 ( 0 as of December 31, 2023);

aggregate liquidation preference of $ 96,746 and $ 0 at September 30, 2024 and December 31, 2023

Series B convertible preferred stock, $ 0.01 par value, 36,746 shares authorized, issued and outstanding as of March 31, 2025 ( 96,746 as of December 31, 2024);

aggregate liquidation preference of $ 36,746 and $ 96,746 at March 31, 2025 and December 31, 2024

40,708 90,570

Stockholders’ equity

Class A common stock, $ 0.01 par value, 750 million shares authorized, 205.1 million issued and outstanding as of September 30, 2024;

Class A common stock, $ 0.01 par value, 750 million shares authorized, 273.8 million issued and outstanding as of March 31, 2025;

266.5 million issued and outstanding as of December 31, 2024

Additional paid-in capital 1,722,829 1,674,312

Retained earnings 438,502 527,986

Retained earnings (accumulated deficit) ( 3,766 ) 196,363

Accumulated other comprehensive income 26,671 3,089

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

Table of C ontents

New Fortress Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the three and nine months ended September 30, 2024 and 2023

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

For the three months ended March 31, 2025 and 2024

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Operating revenue $ 384,881 $ 609,504

12 unchanged sentences

Total operating expenses 489,015 505,817

Operating income 79,537 149,594 308,369 607,783

Operating (loss) income ( 18,479 ) 184,504

Interest expense 213,694 77,344

1 unchanged sentence

Loss on extinguishment of debt, net 467 9,754

Income before income from equity method investments and income taxes 14,266 87,043 9,135 390,742

Income from equity method investments — 489 — 12,738

(Loss) income before income taxes ( 168,703 ) 78,294

Tax provision 28,670 21,624

Net income (loss) 11,313 62,338 ( 18,877 ) 334,004

Net (income) loss attributable to non-controlling interest ( 2,014 ) ( 1,117 ) ( 6,597 ) ( 3,329 )

Net income (loss) attributable to stockholders $ 9,299 $ 61,221 $ ( 25,474 ) $ 330,675

Net income (loss) per share – basic $ 0.04 $ 0.30 $ ( 0.14 ) $ 1.60

Net income (loss) per share – diluted $ 0.03 $ 0.30 $ ( 0.15 ) $ 1.59

Net (loss) income ( 197,373 ) 56,670

Net (loss) income attributable to common stockholders $ ( 200,129 ) $ 53,939

Net (loss) income per share – basic $ ( 0.73 ) $ 0.26

Net (loss) income per share – diluted $ ( 0.73 ) $ 0.26

Weighted average number of shares outstanding – basic 273,609,766 205,061,967

Weighted average number of shares outstanding – diluted 273,609,766 205,977,720

Other comprehensive income (loss):

Other comprehensive (loss) income:

Currency translation adjustment $ 24,253 $ ( 7,708 )

Comprehensive income (loss) 5,350 50,982 ( 53,105 ) 341,697

Comprehensive (income) loss attributable to non-controlling interest ( 2,563 ) ( 795 ) ( 6,756 ) ( 3,108 )

Comprehensive income (loss) attributable to stockholders $ 2,787 $ 50,187 $ ( 59,861 ) $ 338,589

Comprehensive (loss) income ( 173,120 ) 48,962

Comprehensive (income) attributable to non-controlling interest ( 2,879 ) ( 2,230 )

Comprehensive (loss) income attributable to stockholders $ ( 175,999 ) $ 46,732

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

Table of C ontents

New Fortress Energy Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three and nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

(Unaudited, in thousands of U.S.

dollars, except share amounts)

Series A convertible preferred stock Class A common stock Additional

capital Retained earnings Accumulated other

Series B convertible preferred stock Class A common stock Additional

capital Retained earnings (Accumulated

deficit) Accumulated

comprehensive

(loss) income Non-controlling

Interest Total

stockholders’ equity

stockholders’

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 — — — — — 54,081 — 2,589 56,670

Other comprehensive income (loss) — — — — — — ( 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 (loss) — — — — — ( 199,581 ) — 2,208 ( 197,373 )

1 unchanged sentence

Share-based compensation expense — — — — ( 229 ) — — — ( 229 )

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

Net income — — — — — 9,299 — 2,014 11,313

Other comprehensive income (loss) — — — — — — ( 6,512 ) 549 ( 5,963 )

Share-based compensation expense — — — — 22,543 — — — 22,543

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 September 30, 2024 96,746 $ 96,555 205,069,360 $ 2,050 $ 1,085,950 $ 438,502 $ 37,141 $ 126,812 $ 1,690,455

Class A common stock Additional

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

Series A convertible preferred stock Class A common stock Additional

capital Retained earnings Accumulated other

2 unchanged sentences

stockholders’ equity

Shares Amount

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

1 unchanged sentence

Other comprehensive income — — — — — — ( 7,349 ) ( 359 ) ( 7,708 )

Cancellation of shares ( 4,100,000 ) ( 41 ) ( 122,713 ) — — — ( 122,754 )

Dividends — — — ( 20,467 ) — ( 3,019 ) ( 23,486 )

Balance as of March 31, 2023 204,670,088 $ 2,047 $ 1,047,541 $ 191,819 $ 57,344 $ 150,575 $ 1,449,326

Net income — — — 119,248 — 852 120,100

Other comprehensive income (loss) — — — — 17,002 ( 94 ) 16,908

Share-based compensation expense — — — — 5,248 — — — 5,248

1 unchanged sentence

Shares withheld from employees related to share-based compensation, at cost — — ( 3,708 ) — ( 126 ) — — — ( 126 )

Dividends — — — ( 20,503 ) — ( 6,619 ) ( 27,122 )

Balance as of June 30, 2023 205,031,406 $ 2,050 $ 1,039,201 $ 290,564 $ 74,346 $ 144,714 $ 1,550,875

Net income — — — 61,221 — 1,117 62,338

Other comprehensive loss — — — — ( 11,034 ) ( 322 ) ( 11,356 )

Share-based compensation expense — — 227 — — — 227

Issuance of Series A convertible preferred stock, net

96,746 96,513 — — — — — — —

Dividends — 142 — — — ( 20,645 ) — ( 11,681 ) ( 32,326 )

Balance as of September 30, 2023 205,031,406 $ 2,050 $ 1,039,428 $ 331,282 $ 63,312 $ 142,490 $ — $ 1,578,562

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

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

Table of C ontents

New Fortress Energy Inc.

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

(Unaudited, in thousands of U.S.

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

2 unchanged sentences

Depreciation and amortization 63,353 50,491

Movement in credit loss allowances 8,651 203

Deferred taxes ( 4,740 ) ( 6,822 )

Share-based compensation 47,855 1,407

Loss on asset sales — 77,140

Asset impairment expense 5,756 —

(Earnings) recognized from vessels chartered to third parties transferred to Energos ( 13,082 ) ( 23,952 )

Loss on the disposal of equity method investment — 7,222

Loss on extinguishment of debt 9,754 —

Other ( 6,635 ) 39,287

2 unchanged sentences

Decrease (increase) in inventories 7,622 ( 85,539 )

(Increase ) decrease in other assets ( 53,989 ) 56,512

(Increase) in other assets ( 1,074 ) ( 19,394 )

Decrease in right-of-use assets 30,848 57,190

Increase in accounts payable/accrued liabilities 130,433 63,208

(Decrease) increase in amounts due to affiliates ( 2,888 ) 1,613

(Decrease) in amounts due to affiliates ( 6,780 ) ( 3,479 )

(Decrease) in lease liabilities ( 42,888 ) ( 62,090 )

Increase in other liabilities 22,803 131,879

Net cash provided by operating activities 146,200 537,184

Increase (decrease) in other liabilities 15,612 ( 71,226 )

Net cash (used in) provided by operating activities ( 31,705 ) 70,050

Cash flows from investing activities

18 unchanged sentences

Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions

366,358 623,318

Principal payments on financing obligation to Energos by third party charters ( 9,871 ) ( 2,912 )

Shares received in Hilli Exchange — ( 122,754 )

Fair value of contingent payments in the Lins Acquisition

Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition — ( 125,198 )

Table of C ontents

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:

Nine Months Ended September 30,

Three Months Ended March 31,

Cash and cash equivalents $ 447,862 $ 143,457

Restricted cash 379,537 171,476

Cash and cash equivalents classified as held for sale — 14,209

Cash and cash equivalents and restricted cash classified as held for sale (Note 4) 9,346 —

Cash, cash equivalents and restricted cash – end of period $ 836,745 $ 314,933

Cash and cash equivalents as of September 30, 2024 and 2023 includes $ 0 and $ 14,209 , respectively, which have been classified as assets held for sale and included in Other current assets on the Condensed Consolidated Balance Sheets.

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

Table of C ontents

New Fortress Energy Inc.

5 unchanged sentences

The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business.

The Company's CODM is its Chief Executive Officer.

Basis of presentation

2 unchanged sentences

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.

During the first quarter of 2025, the Company recognized an operating loss and negative operating cash flows.

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 collateral requirements for certain debt instruments, (iii) cash tax payments resulting from the taxable gain on the sale of the Company’s Jamaica business in May 2025, and (iv) recent declines in commodity prices.

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, obligations as they become due, and there is substantial doubt as to the Company’s ability to continue as a going concern.

The Company's forecast excludes certain items that are not fully in management’s control including, among other things:

(1) settlement of the Company’s claims resulting from the termination of the emergency power services contract in Puerto Rico in the first quarter of 2024, (2) realization of proceeds from the modification of Genera’s Operation and Maintenance Agreement;

(3) receipt of proceeds from the Jamaica Sale that are currently in escrow of approximately $ 98,635 .

Additionally, the Company continues to evaluate asset sales, capital raising, debt amendments and refinancing transactions, and other strategic transactions that seek to optimize the value of the Company’s portfolio while providing additional liquidity and cash flow to the Company.

There are inherent uncertainties, as the occurrence of the events and transactions described above are outside management’s control and therefore there are no assurances that these events and transactions will occur.

Furthermore, there are inherent risks with the Company’s ability to continue to implement plans in future periods that will support its liquidity position.

There can be no assurances that these transactions will sufficiently improve the Company's liquidity needs or that the Company will otherwise realize the anticipated benefits.

In addition, management has also approved a plan to support its liquidity position by:

(i) delaying certain discretionary payments, including planned capital expenditures and dividends, that are within management’s control, and (ii) continuously renewing the LNG cargo financing facility over the succeeding twelve months .

Notwithstanding these plans, management's concluded that there continues to be substantial doubt as to the Company's ability to continue as a going concern.

Additionally, the Company's 2026 Notes 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 91 days prior to the Springing Maturity Date, the outstanding balance under the Revolving Facility, which was $ 750,000 as of March 31, 2025, become

Table of C ontents

The aggregate principal amount of 2026 Notes outstanding as of March 31, 2025 is $ 510,879 .

Neither the principal outstanding on the 2026 Notes nor any amounts due at the Springing Maturity Date have been included in the Company’s going concern analysis, as these amounts are not due within one year from the issuance of these financial statements, discussed above.

The 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.

1 unchanged sentence

Adoption of new and revised standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

ASU 2023-07 requires disclosure of significant segment expenses and other segment items that are regularly provided to the CODM and included within each reported measure of segment profit or loss, and the title and position of the entity’s CODM.

The amendments in this update also require entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is allowed, and the amendments in this update must be applied retrospectively to all periods presented in the financial statements, unless it is not feasible.

The Company is currently reviewing the impact that the adoption of ASU 2023-07 may have on the Company's consolidated financial statements and disclosures.

(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 present 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, 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 allowed.

The amendments should be applied on a prospective basis, but retrospective application is allowed.

The Company is currently reviewing the impact that the adoption of ASU 2023-09 may have on the Company's consolidated financial statements and disclosures.

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):

2 unchanged sentences

Early adoption is allowed, and the amendments can be applied on a prospective or retrospective basis.

The Company is currently reviewing the impact that the adoption of ASU 2024-01 may have on the Company's consolidated financial statements and disclosures.

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 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.

Asset acquisition and redeemable preferred stock

Lins Acquisition

On August 2, 2024, the Company acquired 100 % of the outstanding equity interest of Usina Termeletrica de Lins S.A.

("Lins"), which owns key rights and permits to develop a combined cycle gas-fired power plant for up to 2.05 GW located in the State of Sao Paulo, within the city limits of Lins, Brazil.

The purchase consideration consisted of a $ 2,000 cash payment made at closing in addition to potential future payments contingent on achieving certain milestones of up to $ 18,500 .

As the contingent payments meet the definition of a derivative, the fair value of the contingent payments of $ 8,080 is included as part of the purchase consideration and is recognized in Other non-current liabilities on the Condensed Consolidated Balance Sheets upon acquisition.

The fair value of the derivative liability was $ 7,715 as of September 30, 2024.

The purchase of Lins has been accounted for as an asset acquisition.

As a result, no goodwill was recorded.

The total purchase consideration of $ 10,080 was allocated to permits and authorizations acquired and is recorded within Intangible assets, net on the Condensed Consolidated Balance Sheets.

In addition, the Company recognized a deferred tax liability of $ 4,163 that resulted from the acquisition.

PortoCem Acquisition

On March 20, 2024, the Company completed transactions pursuant to an agreement among the Company, Ceiba Energy Fundo de Investimento em Participações Multiestratégia - Investimento no Exterior (“Ceiba Energy”) and PortoCem Geração de Energia S.A., a wholly-owned subsidiary of Ceiba Energy (“PortoCem”), pursuant to which the Company issued to Ceiba Energy 96,746 shares of 4.8 % Series A Convertible Preferred Stock of the Company (the “Series A Convertible Preferred Stock”), and assumed certain of PortoCem’s existing indebtedness in exchange for all outstanding equity interests in PortoCem, the owner of a 15-year 1.6 GW capacity reserve contract in Brazil (the “PortoCem Acquisition”).

The PortoCem Acquisition was accounted for as an asset acquisition.

As a result, no goodwill was recorded, and the Company’s acquisition-related costs of $ 592 were included in the purchase consideration.

The total purchase consideration of $ 162,860 , which was comprised of the value of the Series A Convertible Preferred Stock issued, PortoCem BTG Loan assumed (defined in Note 19) and deferred tax liability of $ 37,662 recognized as a result of the acquisition, was allocated to acquired capacity reserve contract within Intangible assets, net.

On September 23, 2024, the Company entered into a definitive agreement with Ceiba Energy, pursuant to which the Company has agreed to issue 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 Preferred Stock, of which 86,746 are held by Ceiba Energy and 10,000 of which are held in an escrow account for the benefit of Ceiba Energy.

The Company issued the Series B Convertible Preferred Stock on October 1, 2024 with substantially the same terms as the Series A Preferred Stock, with the exception of the conversion price, and this exchange will be reflected in the Company's financial statements in the fourth quarter of 2024.

Series A Convertible Preferred Stock

The Series A Convertible Preferred Stock has a liquidation preference of $ 1,000 per share and is not subject to any sinking fund.

The Series A Convertible Preferred Stock has no stated maturity and will remain outstanding indefinitely unless redeemed or repurchased by the Company or converted into shares of Class A common stock.

Dividend rights

The Series A Convertible Preferred Stock ranks senior to the shares of the Company’s common stock, in terms of dividend rights and rights upon any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Holders of Series A 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 6.8 % per annum until all accrued but unpaid dividends have been paid in full.

Conversion features

The Series A Convertible Preferred Stock may be converted by each holder, in whole or in minimum increments of 5,000 shares, at any time into a number of shares of Class A common stock per share of Series A Convertible Preferred Stock equal to the quotient of $ 1,000 per share plus any accumulated and unpaid dividends thereon and the then applicable conversion price.

The initial conversion price is $ 47.43 per share of Class A common stock, subject to customary anti-dilution adjustments.

Redemption rights

Upon the occurrence of certain events, the holders constituting at least a majority of the outstanding voting power of the Series A Convertible Preferred Stock may require the Company to repurchase the Series A 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").

In August 2024, a Change Event occurred due to the downgrade of the Company's debt.

Prior to the redemption of the Series A Convertible Preferred Stock, an agreement was reached to exchange the Series A Convertible Preferred Stock with Series B Convertible Preferred Stock as discussed above.

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

The Series A Convertible Preferred Stock may be redeemed by the Company, in whole but not in part, at its option upon 45 days’ written notice as follows:

• on or before March 20, 2027 at a redemption price equal to the greater of (i) $ 1,000 per share plus any accumulated and unpaid dividends and (ii) the cash amount necessary per share for a holder to achieve a Return on Investment (as defined in the Certificate of Designations) as of the redemption date equal to 1.4 ;

• after the 30 th trading day following March 20, 2027 if the Share Price Condition is not met or (y) 30 calendar days after the delivery of the required notice if the Share Price Condition is met, in each case, at a redemption price equal to $ 1,000 per share plus any accumulated and unpaid dividends;

• occurrence of a Change Event at a redemption price equal to $ 1,000 per share plus any accumulated and unpaid dividends.

The Company may redeem the Series A Convertible Preferred Stock for cash or shares of Class A common stock (or any combination thereof);

provided that for a redemption prior to March 20, 2027 due to a Change Event, a majority of the holders of the Series A Convertible Preferred Stock may require the Company to redeem for cash or shares of Class A common stock.

Since the redemption of the Series A Convertible Preferred Stock is contingently redeemable and therefore not certain to occur, the Series A Convertible Preferred Stock is not required to be classified as a liability.

The Series A Convertible Preferred Stock is redeemable at the option of the holder in certain circumstances upon the occurrence of an event that is not solely within the Company's control, and as such, the Series A Convertible Preferred Stock is classified as mezzanine equity on the Condensed Consolidated Balance Sheets.

Voting rights

Holders of Series A Convertible Preferred Stock are generally entitled to vote with the holders of common stock on an as-converted basis.

Holders of Series A Convertible Preferred Stock are entitled to a separate class vote with respect to amendments to the Company’s organizational documents that adversely affect the rights, preferences or voting powers of the Series A Convertible Preferred Stock.

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") 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 and received net proceeds of

Table of C ontents

approximately $ 678,480 , with an additional $ 98,635 proceeds held in escrow and to be returned to the Company on the release dates as stated in the EAPA.

As of March 31, 2025 , the assets and liabilities of the Jamaica Business were classified as held for sale and the carrying value was less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary.

Upon classification of the Jamaica Business as held for sale, the Company ceased recording depreciation and amortization expense for long-lived assets of the disposal group.

The divestiture did not meet the criteria to be reported as discontinued operations as it did not represent a strategic shift for the Company.

The Company continued to report the operating results for the Jamaica Business in the Company’s Condensed Consolidated Statement of Operations in the Terminals and Infrastructure segment.

The following is a summary of the carrying amounts of the major classes of assets and liabilities that were classified as held for sale:

Assets held for sale March 31, 2025

Cash and cash equivalents $ 8,711

Restricted cash 636

Receivables, net of allowances 58,825

Inventory 30,251

Prepaid expenses and other current assets, net 6,130

Total current assets 104,553

Construction in progress 1,714

Property, plant and equipment, net 305,598

Right-of-use assets 122,018

Intangible assets, net 623

Goodwill 172,094

Deferred tax assets, net 641

Other non-current assets, net 30,966

Total non-current assets $ 633,654

Total assets held for sale $ 738,207

Liabilities held for sale

Accounts payable $ 5,012

Accrued liabilities 8,322

Current lease liabilities 18,570

Other current liabilities 3,990

Total current liabilities 35,894

Non-current lease liabilities 104,041

Deferred tax liabilities, net 25,968

Other long-term liabilities 5,389

Total non-current liabilities $ 135,398

Total liabilities held for sale $ 171,292

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

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Three Months Ended March 31,

Income from continuing operations before taxes $ 17,272 $ 13,028

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 Company deployed this equipment in 2023 in response to a request to provide emergency power to stabilize the power grid in Puerto Rico.

The purchase price was $ 306,599 .

Additionally, the APA includes a requirement that the Company provide major maintenance services on certain of the sold turbines within 12 months of the sale date;

the standalone selling price of these maintenance services of $ 15,330 will be recognized when these services are performed, and the transaction price allocated to the sale of turbines was reduced by this amount.

The Company recognized $ 6,736 of the maintenance services revenue during the nine months ended September 30, 2024 .

The book value of the turbines and equipment at the time of sale was $ 368,799 , and the Company recognized a loss of $ 77,530 in Loss on sale of assets, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

A portion of the assets sold to PREPA were previously leased by the Company.

To facilitate the sale of these leased turbines, the Company terminated leases, acquiring turbines and equipment immediately prior to the sale of such turbines and equipment to PREPA.

The cost to acquire the leased turbines, including the write-off of the right-of-use asset and lease liability were included in the book value of the turbines and the related loss upon sale.

As part of these transactions, the Company repaid the Equipment Notes (See Note 19) that were collateralized by the sold turbines, recognizing a loss on extinguishment of debt of $ 7,879 , which was comprised of fees due upon prepayment as well as the unamortized portion of financing costs incurred at the inception of the loan.

The Company's contract to provide emergency power services to support the grid stabilization project was also terminated.

All unrecognized contract liabilities and cost to fulfil at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (See Note 6).

The Company believes that there are remedies available under the customer contract, and is currently pursuing these remedies.

As the outcome of this process is uncertain, any transaction price associated with closing this contract has been fully constrained.

The Company has been awarded a new gas sale agreement with PREPA under which the Company is providing gas supply to the sold turbines.

The book value of the turbines and equipment at the time of sale was $ 368,799 , and the Company recognized a loss of $ 77,530 during the three months ended March 31, 2024 in Loss on sale of assets, net 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 fulfil at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (See Note 5).

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.

The Company was awarded a gas sale agreement with PREPA under which the Company is continuing to provide gas supply to the sold turbines.

In March 2025, the agreement was amended to extend the term by 100 days to end in June 2025.

Revenue recognition

Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) 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 nine months ended September 30, 2024 were $ 174,570 and $ 199,072 , respectively, which included $ 35,088 from the cargo sale from the Company's first FLNG project in the third quarter of 2024.

LNG cargo sales for the three and nine months ended

September 30, 2023 were $ 0 and $ 617,138 , respectively, which included $ 0 and $ 332,000 of contract settlements, respectively.

The table below summarizes the balances in Other revenue:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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 months ended March 31, 2025 were $ 182,731 , most of which was delivered from the Company's first FLNG asset.

The Company did no t complete any cargo sales in the first quarter of 2024, and all volumes sold were delivered through the Company's terminals.

The table below summarizes the activity in Other revenue:

Three Months Ended March 31,

Interest income and other revenue $ 11,449 $ 4,931

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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, beginning when the contract commenced on July 1, 2023.

Amounts recognized in the nine months ended September 30, 2024 include fixed fees, reimbursement of pass-through expenditures and an estimate of variable consideration for incentive fees to be received.

Variable consideration has been estimated based on the most likely amount method, and the Company includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

The determination of estimated amounts included in the transaction price is based largely upon an assessment of the uncertainties associated with the variable consideration, including the susceptibility of payment to factors outside of the Company’s control.

The Company considers all information that is reasonably available, including historical, current and estimates of future performance.

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 months ended March 31, 2025 include fixed fees and reimbursement of pass-through expenditures, and all variable consideration was fully constrained as of March 31, 2025.

Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional.

As of September 30, 2024 and December 31, 2023, receivables related to revenue from contracts with customers totaled $ 429,130 and $ 331,108 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 9,859 and $ 1,158 , respectively.

During the first quarter of 2024, the Company recorded an additional allowance for uncollectible receivables of $ 11,595 .

The allowance reduces outstanding receivables for certain customers to reflect the amount that the Company expects to receive.

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, and receivables associated with reimbursable costs.

Contract assets are comprised of the transaction price allocated to completed performance obligations that will be billed to customers in subsequent periods.

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 September 30, 2024 and December 31, 2023 are detailed below:

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, receivables related to revenue from contracts with customers totaled $ 269,393 and $ 330,944 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 13,322 and $ 13,629 , respectively.

The Jamaica Business had Receivables, net of allowances, of $ 58,825 as of March 31, 2025, and this balance has been included in Assets held for sale within the Condensed Consolidated Balance Sheets.

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

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performance obligations.

The contract assets and contract liabilities balances as of March 31, 2025 and December 31, 2024 are detailed below:

March 31, 2025 December 31, 2024

Contract assets, net - current $ 19,317 $ 44,902

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Amounts included in contract liabilities at the beginning of the year $ 1,285 $ 82,454

Contract assets are presented net of expected credit losses of $ 221 and $ 326 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, contract assets was comprised of $ 22,180 and

$ 28,536 of unbilled receivables, respectively, which represent unconditional rights to payment only subject to the passage of time.

The Company received prepayments of $ 150,000 for future contracted sales during the second and third quarters of 2024, which was recorded as a contract liability.

The Company recognized $ 42,273 as revenue during the third quarter of 2024 as delivery was completed.

The remaining deliveries under these contracts will occur during the fourth quarter of 2024 and through 2025.

Contract liabilities decreased in the first quarter of 2024 due to the termination of the Company's contract to support the grid stabilization project in Puerto Rico (Refer to Note 5 - Asset sale).

Deferred revenue at the time of termination of $ 43,577 was recognized as Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

Contract assets associated with the Jamaica Business of $ 5,340 have been reclassified to held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2025.

Contract assets are presented net of expected credit losses of $ 539 and $ 158 as of March 31, 2025 and December 31, 2024, respectively.

Contract liabilities associated with the Jamaica Business of $ 4,449 have been reclassified to held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2025.

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 agreements.

As of September 30, 2024, the Company has capitalized $ 23,349 of which $ 2,205 of these costs is presented within Prepaid expenses and other current assets, net and $ 21,144 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

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 March 31, 2025, the Company has capitalized $ 13,228 of which $ 1,602 of these costs is presented within Prepaid expenses and other current assets, net and $ 11,626 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

The Jamaica Business had historically incurred cost to fulfill, and as of March 31, 2025, $ 9,006 of cost to fulfill is included in Assets held for sale within 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.

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The Company expects to recognize this revenue over the following time periods.

The pattern of recognition reflects the minimum guaranteed volumes in each period:

The pattern of recognition, which includes revenues associated with the Company's operations in

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Jamaica which have been classified as held for sale as of March 31, 2025, reflects the minimum guaranteed volumes in each period:

Period Revenue

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Lessor arrangements

Property, plant and equipment subject to vessel charters accounted for as operating leases is included within Vessels in Note 14.

Vessels included in the Energos Formation Transaction (defined below in Note 12), including those vessels

chartered to third parties, continue to be recognized on the Condensed Consolidated Balance Sheets.

The carrying amount of these vessels that are leased to third parties under operating leases is as follows:

September 30, 2024 December 31, 2023

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.

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:

March 31, 2025 December 31, 2024

Property, plant and equipment $ 617,595 $ 602,192

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Property, plant and equipment, net $ 528,625 $ 519,057

The components of lease income from vessel operating leases for the three and nine months ended September 30, 2024 and 2023 are shown below.

As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction (defined below), the operating lease income shown below for the three and nine months ended September 30, 2024 includes revenue of $ 17,407 and $ 102,569 from third-party charters of vessels included in the Energos Formation Transaction.

The operating lease income shown below for the three and nine months ended September 30, 2023 includes revenue of $ 66,557 and $ 208,921 , respectively, from third-party charters of vessels included in the Energos Formation Transaction.

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The components of lease income from vessel operating leases for the three months ended March 31, 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 months ended March 31

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, 2025 and March 31, 2024 includes revenue of $ 31,318 and $ 42,584 from third-party charters of vessels included in the Energos Formation Transaction.

Three Months Ended March 31,

Operating lease income $ 40,907 $ 43,359

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Total operating lease income $ 45,436 $ 46,655

Subsequent to the Energos Formation Transaction, all cash receipts on long-term vessel charters will be received by Energos.

As such, future cash receipts from both operating and finance leases were not significant as of September 30, 2024.

Subsequent to the Energos Formation Transaction, all cash receipts on long-term vessel charters are received by Energos.

As such, future cash receipts from both operating and finance leases were not significant as of March 31, 2025.

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 has oper ating 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.

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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 September 30, 2024 and December 31, 2023, ROU assets, current lease liabilities and non-current lease liabilities consisted of the following:

September 30, 2024 December 31, 2023

As of March 31, 2025 and December 31, 2024, ROU assets, current lease liabilities and non-current lease liabilities consisted of th e following:

March 31, 2025 December 31, 2024

Operating right-of-use-assets $ 447,908 $ 599,937

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Total non-current lease liabilities $ 355,050 $ 475,161

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 6,754 and $ 21,470 as of September 30, 2024 and December 31, 2023 , respectively.

During the first quarter of 2024, the Company terminated the finance lease of certain turbines and purchased the turbines from the lessor.

Immediately subsequent to the purchase of the turbines, the assets were sold as part of the sale of assets to PREPA (Refer to Note 5).

The termination of the lease resulted in the write-off of the right-of-use asset and lease liability of $ 24,339 and $ 29,443 , respectively, which was included in the book value of the turbines and the related loss upon sale.

During the second quarter of 2024 , the Company terminated the operating lease of three turbines.

The termination of the lease resulted in the write-off of the right-of-use asset and lease liability of $ 23,018 and $ 25,762 respectively, and a loss on lease termination of $ 4,789 recognized within Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

For the three and nine months ended September 30, 2024 and 2023, the Company’s operating lease cost recorded within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) was as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 9,393 and $ 8,134 as of March 31, 2025 and December 31, 2024.

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Right-of-use assets of $ 122,018 , current lease liabilities of $ 18,570 , and non-current lease liabilities of $ 104,041 associated with the Jamaica Business have been reclassified to held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2025 (Note 4).

For the three months ended March 31, 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 March 31,

Fixed lease cost $ 41,645 $ 33,094

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Lease cost - Selling, general and administrative 1,668 2,181

For the three months ended September 30, 2024 and 2023, the Company has capitalized $ 9,522 and $ 8,111 of lease costs, respectively.

For the nine months ended September 30, 2024 and 2023, the Company has capitalized $ 46,659 and $ 26,816 of lease costs, respectively.

For the three months ended March 31, 2025 and 2024, the Company has capitalized $ 4,658 and $ 14,929 of lease costs, respectively.

Capitalized costs include vessels and port space used during the commissioning of development projects.

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The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases.

For the three and nine months ended September 30, 2024 and 2023, 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 Income (Loss) were as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

For the three months ended March 31, 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 March 31,

Interest expense related to finance leases $ 90 $ 598

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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 nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30,

Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Operating cash outflows for operating lease liabilities $ 56,583 $ 53,140

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Right-of-use assets obtained in exchange for new operating lease liabilities — 200,071

Right-of-use assets obtained in exchange for new finance lease liabilities — 47,672

The future payments due under operating and finance leases as of September 30, 2024 are as follows:

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The future payments due under operating and finance leases as of March 31, 2025 are as follows:

Operating Leases Financing Leases

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Non-current lease liability 352,917 2,133

As of September 30, 2024, the weighted average remaining lease term for operating leases was 7.0 years and finance leases was 3.0 years.

Jamaica held for sale lease liabilities 122,438 173

As of March 31, 2025, the weighted average remaining lease term for operating leases was 7.0 years and finance leases was 3.0 years .

Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate.

The weighted average discount rate associated with operating leases as of September 30, 2024 was 10.3 % and as of December 31, 2023 was 10.1 %.

The weighted average discount rate associated with finance leases as of September 30, 2024 was 5.2 % and as of December 31, 2023 was 8.2 %.

The weighted average discount rate associated with operating leases as of March 31, 2025 was 10.3 % and as of December 31, 2024 was 10.3 %.

The weighted average discount rate associated with finance leases as of March 31, 2025 was 5.3 % and as of December 31, 2024 was 5.2 %.

Financial instruments

During 2024 , the Company entered into a series of foreign exchange forward contracts and zero-cost collar options to reduce exchange rate risk associated with U.S.

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 September 30, 2024 , the notional amount of outstanding foreign exchange contracts was approximately $ 299,124 .

These instruments are expected to settle starting in 2024 through the third quarter of 2026.

The Company recognized unrealized losses, net of $ 460 for the three months ended September 30, 2024 and unrealized gains, net of $ 9,634 for the nine months ended September 30, 2024 for these foreign currency contracts.

We also recognized realized loss of $ 4,151 upon settlement of a portion of the foreign exchange contracts during the three months ended September 30, 2024.

Gains or losses on the foreign exchange contracts and other derivative instruments that are not intended to mitigate commodity risk are reported in Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

As of March 31, 2025, t he notional amount of outstanding foreign exchange contracts was approximately $ 131,387 .

These instruments are expected to settle through the third quarter of 2026.

The Company recognized unrealized losses, net of $ 17,610 for the three months ended March 31, 2025 for these foreign currency contracts .

The Company recognized unrealized loss of $ 822 for the three months ended March 31, 2024.

The Company also recognized realized gains of $ 3,247 upon settlement of a portion of the foreign exchange contracts during the three months ended March 31, 2025.

The mark-to-market gain or loss on the foreign exchange forward contracts and zero-cost collars are reported in Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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 may not meet their contractual responsibilities;

however, the Company does not anticipate any inability to perform by any counterparties.

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

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derivative are recognized within Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

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.

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• 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 for which the Company needs to develop its own assumptions about how market participants price the asset or liability.

• 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:

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• 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 Other non-current assets and Other current liabilities on the Condensed Consolidated Balance Sheets, respectively.

The Company uses the income approach for valuing the contingent consideration derivative liabilities.

The 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 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 March 31, 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.

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 following table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of September 30, 2024 and December 31, 2023:

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.

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

Level 1 Level 2 Level 3 Total

September 30, 2024

March 31, 2025

Investment in equity securities $ — $ — $ 8,678 $ 8,678

Foreign exchange contracts — 4,957 — 4,957

Foreign exchange contracts $ — $ 1,058 $ — $ 1,058

Contingent consideration derivative liabilities — — 40,949 40,949

Embedded contingent interest derivative — — 6,387 6,387

December 31, 2024

Investment in equity securities $ — $ — $ 8,678 $ 8,678

Foreign exchange contracts — 22,055 — 22,055

Foreign exchange contracts — 1,168 — 1,168

Contingent consideration derivative liabilities — — 41,984 41,984

The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of September 30, 2024 and December 31, 2023 and are classified as Level 1 within the fair value hierarchy.

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 March 31, 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.

These adjustments have been recorded within Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The adjustments to contingent consideration derivative liabilities and embedded contingent interest derivative for the three months ended March 31, 2025 and 2024 are shown below:

Three Months Ended March 31,

Contingent consideration derivative liabilities - Fair value adjustment - (gain) $ ( 2,375 ) $ ( 636 )

During the three and nine months ended September 30, 2024 and 2023, the Company had no transfers in or out of Level 3 in the fair value hierarchy.

Embedded contingent interest derivative - Fair value adjustment - (gain) ( 4,241 ) —

During the three months ended March 31, 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 (refer to Note 12 ) .

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.

Restricted cash

As of September 30, 2024 and December 31, 2023, restricted cash consisted of the following:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Cash restricted under the terms of loan agreements $ 321,454 $ 422,098

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Total restricted cash $ 379,537 $ 472,696

Uses of cash proceeds under the BNDES Term Loan, Barcarena Debentures and PortoCem Bridge Loan (see Note 19) are restricted to certain payments to construct the Barcarena Power Plant.

As of September 30, 2024 and December 31, 2023, inventory consisted of the following:

September 30, 2024 December 31, 2023

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Uses of cash proceeds under the BNDES Term Loan, Brazil Financing Notes and PortoCem Debentures (see Note 17) are restricted to certain payments to construct the Company's power plants in Brazil.

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

March 31, 2025 December 31, 2024

LNG and natural gas inventory $ 42,481 $ 67,232

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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 Income (Loss).

No adjustments were recorded during the nine months ended September 30, 2024.

The Company recognized an adjustment to inventory of $ 6,232 during the nine months ended September 30, 2023.

In the second quarter of 2023, the Company acquired a spot cargo at a higher cost to obtain a new customer contract, and the net realizable value of this cargo was below the cost.

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 months ended March 31, 2025 and 2024.

Prepaid expenses and other current assets

As of September 30, 2024 and December 31, 2023, prepaid expenses and other current assets consisted of the following:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Prepaid expenses $ 33,791 $ 28,667

Recoverable taxes 130,072 98,101

Contract assets (Note 5) 19,317 44,902

Due from affiliates 2,963 2,627

Assets held for sale 67,721 21,265

Other current assets 15,782 31,199

Total prepaid expenses and other current assets, net $ 201,925 $ 205,496

During the fourth quarter of 20 23, the Company began to sub-charter the Winter , a vessel included in the Energos Formation Transaction, and an asset was recorded representing the existing charterer's remaining payments to Energos, which was $ 59,074 as of December 31, 2023.

The Company also recognized a liability of $ 49,400 as of December 31, 2023 representing the Company's obligation to pay sub-charter payments until the vessel is chartered directly from Energos.

The sub-charter was terminated during the third quarter of 2024, and the Company derecognized both the sub-charter asset and liability.

The remaining balance of other current assets as of September 30, 2024 and December 31, 2023 primarily consists of derivative assets recognized for foreign currency exchange contracts (Note 9), deposits and the current portion of contract assets (Note 6).

Assets held for sale

On June 30, 2024, the Company entered into a definitive agreement to sell its Miami Facility for $ 62,000 , subject to certain purchase price adjustments at close .

The transaction is expected to close in the fourth quarter of 2024 subject to customary terms and conditions.

The assets related to the Miami Facility have been classified as held for sale as of June 30, 2024.

In conjunction with the classification to held for sale, the Company recognized an impairment loss of $ 1,007 for three months ended September 30, 2024 and $ 5,279 for nine months ended September 30, 2024 within Asset impairment expense in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

Nonrecurring, Level 2 inputs using a market approach were used to estimate the fair value of the Miami Facility for the purpose of recognizing the impairment.

In December 2023, the Company entered into an agreement to sell the vessel, Mazo , for $ 22,400 ;

the sale closed in the first quarter of 2024, and the vessel was classified as held for sale as of December 31, 2023.

Equity method investments

Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate.

Changes in the balance of the Company’s equity method investment in Energos was as follows:

September 30, 2024

Equity method investments as of December 31, 2023

Capital contribution 6,794

Sale of equity method investments ( 144,587 )

Equity method investments as of September 30, 2024

In February 2024, the Company sold substantially all of its stake in Energos.

As a result of the transaction, the Company recognized an other than temporary impairment ("OTTI") of the investment in Energos totaling $ 5,277 .

This loss was recognized in Income from equity method investments in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the year-ended December 31, 2023 .

The sale was completed on February 14, 2024 and the Company received proceeds of $ 136,365 , resulting in a loss of $ 7,222 presented within Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

The Company retained an investment in Energos valued at $ 1,000 , which has been recognized within Other non-current assets.

Following the disposition of substantially all of the stake in Energos, the Company no longer has significant influence over Energos.

Other current assets as of March 31, 2025 and December 31, 2024 primarily consists of derivative assets recognized for foreign currency exchange contracts (Note 7) and deposits.

Construction in progress

The Company’s construction in progress activity during the nine months ended September 30, 2024 is detailed below:

September 30, 2024

The Company’s construction in progress activity during the three months ended March 31, 2025 is detailed below:

March 31, 2025

Construction in progress as of December 31, 2024

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Assets placed in service ( 55,110 )

Construction in progress as of September 30, 2024

Interest expense of $ 346,856 and $ 201,890 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2024 and 2023, respectively.

Recoverable taxes of $ 45,262 were capitalized for the nine months ended September 30, 2024 and represents non-cash addition to Construction in progress.

The Company has significant development activities in Latin America as well as the development of the Company's Fast LNG liquefaction solution.

Construction in progress as of March 31, 2025

Interest expense of $ 74,118 and $ 104,212 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 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.

The Company's first Fast LNG project is currently being commissioned, and costs capitalized in Construction in progress related to this project were $ 3,471,389 as of September 30, 2024.

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Property, plant and equipment, net

As of September 30, 2024 and December 31, 2023, the Company’s property, plant and equipment, net consisted of the following:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

LNG liquefaction facilities $ 3,265,052 $ 3,316,504

Vessels 1,645,136 1,575,299

Terminal and power plant equipment 407,081 630,822

Gas pipelines 291,355 323,196

Power facilities 157,452 283,470

ISO containers and other equipment 48,728 66,766

LNG liquefaction facilities — 63,316

Gas pipelines 66,320 66,319

Land 53,532 51,897

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Total property, plant and equipment, net $ 5,545,980 $ 5,842,807

The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of September 30, 2024 and December 31, 2023 was $ 1,289,243 and $ 1,293,384 , respectively.

The reduction to terminal and power plant equipment and leasehold improvements reflects the sale of turbines to PREPA (Note 5).

Depreciation expense for the three months ended September 30, 2024 and 2023 totaled $ 32,017 and $ 36,705 , respectively, of which $ 217 and $ 230 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Depreciation expense for the nine months ended September 30, 2024 and 2023 totaled $ 110,167 and $ 92,980 , respectively, of which $ 712 and $ 693 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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 March 31, 2025 and December 31, 2024 was $ 1,311,776 and $ 1,272,334 , respectively.

Depreciation expense for the three months ended March 31, 2025 and 2024 totaled $ 59,616 and $ 44,525 , respectively, of which $ 10,401 and $ 261 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

Goodwill and intangible assets

The carrying amount of goodwill was $ 776,760 as of both September 30, 2024 and December 31, 2023 .

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.

Consequently, the Company performed an impairment test for the goodwill of the remaining Terminals and Infrastructure reporting unit, and concluded that goodwill was not impaired as of March 31, 2025.

The carrying amount of goodwill within the Terminals and Infrastructure reporting unit and Ships reporting unit was $ 578,318 and $ 15,938 , and $ 750,412 and $ 15,938 , respectively, as of March 31, 2025 and December 31, 2024.

The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

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Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The Company’s common stock price has declined since January 1, 2024.

Such decreases did not result in the Company’s market capitalization falling below the book value of equity as of September 30, 2024, and management concluded that a triggering event did not occur during the third quarter of 2024.

The Company will perform its annual goodwill impairment assessment as of October 1, 2024.

Subsequent to quarter-end and through the date of this filing, the Company has experienced a significant decline in its market capitalization, from $ 2.3 billion to $ 1.9 billion (as of May 14, 2025).

Management is

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evaluating whether this decline represents a triggering event for assessing the goodwill and intangible asset balances for impairment in the second quarter of 2025.

Intangible assets

The following tables summarize the composition of intangible assets as of September 30, 2024 and December 31, 2023:

September 30, 2024

Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life

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

March 31, 2025

Gross Carrying

Amount Accumulated

Amortization Currency Translation

Adjustment Net Carrying

Amount Weighted

Definite-lived intangible assets

Acquired capacity reserve contract

$ 162,045 $ ( 8,294 ) $ ( 21,052 ) $ 132,699 17

Favorable vessel charter contracts 17,700 ( 15,935 ) — 1,765 4

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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

4 unchanged sentences

Total intangible assets $ 244,385 $ ( 27,693 ) $ ( 37,182 ) $ 179,510

Amortization expense for the three months ended September 30, 2024 and 2023 was $ 2,876 and $ 6,290 , respectively.

Amortization expense for the nine months ended September 30, 2024 and 2023 was $ 7,307 and $ 19,371 , respectively.

Amortization expense is inclusive of reductions in expense for the amortization of unfavorable contract liabilities.

In the third quarter of 2023, An Bord Pleanála, Ireland's planning commission, denied the Company's application for the development of an LNG terminal and power plant in Shannon, Ireland.

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.

The ABP has been directed to reconsider our permit application in accordance with Irish law.

The continued development of this project is uncertain and there are multiple risks, including regulatory risks, that could preclude the development of this project, and the results of these risks could have a material effect to the Company's results of operations.

Amortization expense for the three months ended March 31, 2025 and 2024 was $ 3,362 and $ 995 , respectively which were inclusive of reductions in expense for the amortization of unfavorable contract liabilities.

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.

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Other non-current assets, net

As of September 30, 2024 and December 31, 2023, Other non-current assets consisted of the following:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Long term receivables $ 116,423 $ 114,677

Cost to fulfill (Note 5)

11,626 20,592

Contract assets, net (Note 6)

Contract asset, net (Note 5)

13,847 20,270

Investments in equity securities 8,678 7,678

Financing costs 37,499 57,568

Other 39,069 59,792

Total other non-current assets, net $ 218,464 $ 272,899

Investments in equity securities i nclude investments without a readily determinable fair value of $ 8,678 and $ 7,678 as of September 30, 2024 and December 31, 2023, respectively.

In the fourth quarter of 2024, the Company novated an LNG supply contact to a customer.

In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier (Note 18).

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 $ 116,423 and $ 114,677 as of March 31, 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, foreign exchange contracts and investments in equity securities, which includes investments without a readily determinable fair value of $ 8,678 as of March 31, 2025 and December 31, 2024, respectively.

The Company has not recognized any gains or losses in the value of these investments during 2025.

The Company recognized unrealized losses of $ 672 and unrealized gains of $ 539 on its investments in equity securities for the three and nine months ended September 30, 2023 , respectively, within Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Other non-current assets includes the development costs for hosted software products, foreign exchange contracts and deferred financing costs related to the Revolving Facility.

Accrued liabilities

As of September 30, 2024 and December 31, 2023, Accrued liabilities consisted of the following:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Accrued development costs $ 51,827 $ 113,193

1 unchanged sentence

Accrued bonuses 22,851 37,415

Accrued inventory 988 93,319

Other accrued expenses 49,129 62,866

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Other current liabilities

As of September 30, 2024 and December 31, 2023 , Other current liabilities consisted of the following:

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Derivative liabilities $ 36,331 $ 29,417

3 unchanged sentences

Due to affiliates 4,750 11,530

Winter sub-charter liability — 49,400

Liabilities held for sale (Note 11)

Other current liabilities 26,628 30,860

Total other current liabilities $ 171,342 $ 174,829

As of September 30, 2024 and December 31, 2023, debt consisted of the following:

September 30, 2024 December 31, 2023

Senior Secured Notes, due September 2025 $ 873,027 $ 1,245,662

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

March 31, 2025 December 31, 2024

Corporate debt

Senior Secured Notes, due November 2029 $ 2,726,743 $ 2,728,269

Senior Secured Notes, due September 2026 509,236 509,022

Senior Secured Notes, due March 2029 233,560 233,789

Vessel Financing Obligation, due August 2042 1,380,692 1,359,995

Term Loan B, due October 2028 774,959 771,420

Revolving Facility 725,000 1,000,000

BNDES Term Loan, due October 2045 343,485 —

PortoCem Bridge Loan, due October 2025 270,718 —

Term Loan B, due October 2028 1,151,765 776,353

Term Loan A, due July 2027 324,373 321,573

South Power 2029 Bonds, due May 2029 217,644 216,993

Short-term Borrowings 168,587 179,890

Barcarena Debentures, due October 2028 187,627 175,025

Sale leaseback financing

Vessel Financing Obligation, due August 2042 1,355,024 1,366,293

Tugboat Financing, due December 2038 46,116 46,224

Asset level financing

PortoCem Debentures, due September 2040 799,526 729,259

BNDES Term Loan, due October 2045 356,488 350,525

Brazil Financing Notes, due August 2029 338,777 —

South Power 2029 Bonds, due May 2029 218,096 217,871

Turbine Financing, due July 2027 140,330 142,549

EB-5 Loan, due July 2028 98,733 98,647

Tugboat Financing, due December 2038 46,372 46,728

Barcarena Term Loan, due February 2024 — 199,678

Equipment Notes, due July 2026 — 190,789

Barcarena Debentures, due October 2028 — 194,571

Total debt $ 9,192,354 $ 8,894,835

1 unchanged sentence

Long-term debt 8,931,506 8,355,703

The Company's 2025 Notes mature on September 15, 2025.

If any of the 2025 Notes remain outstanding 60 days prior to this maturity date (the "Springing Maturity Date"), the outstanding principal under the Revolving Facility, Term Loan B and Term Loan A (defined below) will become immediately due.

The aggregate principal amount of 2025 Notes outstanding as of September 30, 2024 is $ 875,000 .

On September 30, 2024, the Company entered into a Transaction Support Agreement (the "TSA") with certain holders of the Company’s 2025 Notes, 2026 Notes, and 2029 Notes.

The TSA relates to a series of transactions, among the Company, certain of the Company’s direct and indirect subsidiaries and certain holders of the 2025 Notes, 2026 Notes and 2029 Notes

(the "Supporting Holders"), intended to extend the maturity profile of the Company’s indebtedness while providing additional operating liquidity and financial flexibility.

On November 6, 2024, the Company entered into a privately negotiated exchange and subscription agreement (the "Exchange and Subscription Agreement") with the Supporting Holders to implement the transactions described in the TSA.

Pursuant to the Exchange and Subscription Agreement, (i) NFE Financing LLC ("NFE Financing"), an indirectly owned subsidiary of the Company, will sell to the Supporting Holders approximately $ 1.2 billion aggregate principal amount of 12.00 % Senior Secured Notes due 2029 (the "New Notes") (the transactions described in clause (i), the "Subscription Transactions") and (ii) NFE Financing will issue to the Supporting Holders $ 1.5 billion aggregate principal amount of New Notes in a dollar-for-dollar exchange for the Company's 2026 Notes and 2029 Notes (the "Exchange Transactions" and together with the Subscription Transactions, the "Transactions").

The New Notes will be issued in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The Company intends to use net proceeds from the Transactions to repay in full the outstanding aggregate principal amount of the Company's 2025 Notes and for general corporate purposes.

As of November 12, 2024, the date of the issuance of these financial statements, the Transactions have not closed, and there are certain conditions precedent that must be met prior to closing.

In the absence of closing the Transactions, the Company’s current liquidity and forecasted cash flows from operations are not sufficient to support the repayment of the 2025 Notes, in full, prior to the Springing Maturity Date, and as such, management concluded that substantial doubt exists related to the Company’s ability to continue as a going concern.

Management expects all conditions precedent to be achieved and the Transactions to close in the coming weeks, which will alleviate the substantial doubt.

However, there can be no assurance that the Company will be successful in closing the Transactions.

Long-term debt is recorded at amortized cost on the Condensed Consolidated Balance Sheets.

The fair value of the Company's debt was $ 7,621,138 and $ 6,835,487 as of September 30, 2024 and December 31, 2023, respectively, and is classified as Level 2 within the fair value hierarchy.

The Company's debt arrangements also include cross-acceleration clauses whereby events of default under an individual debt agreement can lead to acceleration of principal under other debt arrangements.

Long-term debt is recorded at am ortized cost on the Condensed Consolidated Balance Sheets.

The fair value of the Company's long-term debt was $ 8,830,886 and $ 9,087,890 as of March 31, 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.

In March 2024, the Company issued $ 750,000 of 8.75 % senior secured notes in a private offering pursuant to Rule 144A under the Securities Act (the “2029 Notes”).

Interest is payable semi-annually in arrears on March 15 and September 15 of each year;

no principal payments are due until maturity on March 15, 2029.

The Company may redeem the 2029 Notes, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

The 2029 Notes are guaranteed on a senior secured basis by each domestic subsidiary and foreign subsidiary that is a guarantor under the 2025 Notes and 2026 Notes.

The 2029 Notes are secured by substantially the same collateral as the first lien obligations under the 2025 Notes and 2026 Notes.

The 2029 Notes may limit the Company’s ability to incur additional indebtedness or issue certain preferred shares, make certain payments, and sell or transfer certain assets subject to certain conditions and qualifications.

The 2029 Notes also provide for customary events of default and prepayment provisions.

In connection with the offering of the 2029 Notes, we completed a cash tender offer to repurchase $ 375,000 of the outstanding 2025 Notes, for an aggregate repurchase price of $ 376,875 .

The tender offer was closed and the partial repurchase of the 2025 Notes was completed in the first quarter of 2024.

The premium over the repurchase price of $ 1,875 was recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

In connection with the issuance of the 2029 Notes, the Company incurred $ 14,171 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the 2029 Notes on the Condensed Consolidated Balance Sheets.

As of September 30, 2024, total remaining unamortized deferred financing costs for the 2029 Notes was $ 12,884 .

Revolving Facility

In April 2021, the Company entered into a $ 200,000 senior secured revolving credit facility (the "Revolving Facility").

Through December 31, 2023, the Revolving Facility had been amended to increase the borrowing capacity to $ 950,000 .

In May 2024, the Company entered into an amendment which increased the borrowing capacity by $ 50,000 , for a total capacity of $ 1,000,000 .

The amendment did not impact the interest rate or term of the Revolving Facility, and no deferred costs were written off.

During the second quarter of 2024, the Company drew the additional capacity on the Revolving Facility and $ 1,000,000 was outstanding as of September 30, 2024.

The borrowings under the Revolving Facility bear interest at a Secured Overnight Financing Rate ("SOFR") based rate plus a margin based upon usage of the Revolving Facility.

The Revolving Facility matures upon the earliest to the occur of April 15, 2026 or 60 days prior to the maturity of the 2025 Notes, if the 2025 Notes have not been redeemed or refinanced in full.

The Company may request to extend the maturity date once in a one-year increment.

Borrowings under the Revolving Facility may be prepaid, at the option of the Company, at any time without premium.

BNDES Term Loan

The owner of the Company's power plant under construction in Pará, Brazil (the "Barcarena Power Plant") entered into a credit agreement with BNDES, the Brazilian Development Bank (the "BNDES Credit Agreement").

The Company is able to borrow up to $ 355,556 under the BNDES Credit Agreement, segregated into three tranches based on the use of proceeds ("BNDES Term Loan").

In the first quarter of 2024, the Company borrowed $ 284,444 under the BNDES Credit Agreement.

In the third quarter of 2024, the Company borrowed $ 60,290 under the BNDES Credit Agreement.

Each tranche bears a different rate of interest ranging from 2.61 % to 4.41 % plus the fixed rate announced by BNDES.

No principal payments are required until April 2026 and are due quarterly thereafter until maturity in 2045.

Interest payments prior to April 2026 are made through an increase in the outstanding principal amount and are due quarterly thereafter.

The obligations under the BNDES Credit Agreement are guaranteed by certain indirect Brazilian subsidiaries that are constructing the Barcarena Power Plant, and are secured by the Barcarena Power Plant and receivables under the Barcarena Power Plant's power purchase agreements.

These Brazilian subsidiaries must adhere to customary affirmative and negative covenants, and the BNDES Credit Agreement also provides for customary events of default, prepayment and cure provisions.

Proceeds received were used to repay the existing Barcarena Term Loan (defined in the Annual Report) and to pay for all remaining expected construction costs through the planned completion of the Barcarena Power Plant in 2025.

In February 2024, the Company repaid the full outstanding principal balance of the Barcarena Term Loan, fully extinguishing the obligation.

No material loss on extinguishment was recognized in conjunction with this repayment.

PortoCem Financings

As part of the PortoCem Acquisition, the Company assumed a term loan in the aggregate principal amount of R$ 141,445 million ($ 28,093 based on rates in effect on the acquisition date) due December 2024, bearing interest at a rate equal to the one-day interbank deposit rate in Brazil plus 5.0 % (the “PortoCem BTG Loan”).

Lenders under the PortoCem BTG Loan waived acceleration requirements in the event of a change in control in conjunction with the PortoCem Acquisition, and repayment of the PortoCem BTG Loan was required upon the earlier of PortoCem obtaining additional financing or the original maturity date of December 2024.

In April 2024, PortoCem and a syndicate of banks in Brazil entered into a commitment letter for R$ 2.9 billion of financing.

PortoCem received funding under a short term credit note of R$ 600 million ("PortoCem Credit Note") from this syndicate that was due in July 2024, and a portion of the proceeds was used to repay the PortoCem BTG Loan.

In May 2024, the PortoCem Credit Note was replaced by a bridge financing agreement that allows PortoCem to borrow up to R$ 2.9 billion due in October 2025 ("PortoCem Bridge Loan").

PortoCem initially borrowed R$ 1.5 billion ( $ 275,340 based on rates in effect at September 30, 2024 ), and this initial funding was used to repay the PortoCem Credit Note and to begin the development and construction of a power plant to deliver under the capacity reserve contracts acquired in the

PortoCem Acquisition.

The PortoCem Bridge Loan bears interest at the one-day interbank deposit futures rate in Brazil plus 4.25 % , and no principal payments are required until maturity in October 2025.

The PortoCem Bridge Loan contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants.

The PortoCem Bridge Loan does not contain any restrictive financial covenants.

Through September 30, 2024, the Company has incurred $ 11,663 in origination, structuring and other fees in connection with the entry into the PortoCem Credit Note and the PortoCem Bridge Loan.

The lender in the PortoCem BTG Loan is also participating in the syndicate of lenders in the PortoCem Credit Note and the PortoCem Bridge Loan, and the repayment of the PortoCem BTG Loan and the PortoCem Credit Note was treated as a modification.

The additional third-party fees associated with the PortoCem Bridge Loan of $ 236 were recognized as expense.

As of September 30, 2024, total remaining unamortized deferred financing costs for the PortoCem Bridge Loan was $ 4,622 .

In July 2024, the Company entered into a credit agreement ("Term Loan A Credit Agreement") for a senior secured, multiple draw term loan facility in an aggregate principal amount of up to $ 700,000 ("Term Loan A").

Proceeds will be used to pay costs of the construction and development of the Company's onshore FLNG project in Altamira (the “Altamira Onshore Project”).

The initial and subsequent funding of the Term Loan A are subject to certain conditions, including the condition to the initial funding that initial generation of LNG from the offshore FLNG facility at Altamira ("FLNG1 Project") had been achieved.

Such condition was satisfied and initial funding occurred in the third quarter of 2024.

The remaining commitments for subsequent funding expire on the earliest of June 30, 2026, the date of completion of the Onshore Altamira Project (the “Completion Date”) and the date that the commitments are reduced to zero or terminated.

During the third quarter of 2024, the Company drew $ 285,829 on the Term Loan A.

The obligations under the Term Loan A Credit Agreement are guaranteed, jointly and severally, on a senior secured basis by each subsidiary that is a guarantor under the 2025 Notes, 2026 Notes, 2029 Notes, the Company’s Revolving Facility, the Company’s letter of credit facility (the “Letter of Credit Facility”) and the Company’s Term Loan B, other than the guarantors comprising the FLNG1 Project (who guarantee the Revolving Facility, the Letter of Credit Facility, and the Term Loan B).

The obligations under the Term Loan A Credit Agreement are secured by substantially the same collateral as the collateral securing such facilities, with the exception of the collateral comprising the FLNG1 Project (which secures the Revolving Facility, the Letter of Credit Facility, and the Term Loan B).

Additionally, the Term Loan A is guaranteed by the entities, and secured by the assets, comprising the Onshore Altamira Project.

An equal priority intercreditor agreement governs the treatment of the collateral.

The Term Loan A will mature in July 2027 and is payable in full on maturity date.

In the event that the Company’s existing 2025 Notes or 2026 Notes are not refinanced or repaid at least 60 days prior to their respective maturities, amounts outstanding under the Term Loan A will become due and payable on such date.

The Company may prepay the Term Loan A at its option without premium or penalty at any time subject to customary break funding costs.

The Company is required to prepay the Term Loan A with the net proceeds of certain asset sales, condemnations, debt and convertible securities issuances, and extraordinary receipts related to the Onshore Altamira Project.

Additionally, commencing with the first fiscal quarter after the Completion Date, the Company will be required to prepay the Term Loan A with the Onshore Altamira Project’s Excess Cash Flow (as defined in the Term Loan A Credit Agreement).

The Term Loan A will bear interest at a per annum rate equal to Term SOFR plus 3.75 %, or at a base rate plus 2.75 %.

The interest rate on the Term Loan A will increase by 0.25 % every 180 days beginning on June 30, 2025.

The Term Loan A Credit Agreement contains usual and customary representations, warranties and affirmative and negative covenants for financings of this type, including certain representations and warranties related to the Onshore Altamira Project.

The Term Loan A Credit Agreement includes certain other covenants related solely to the Onshore Altamira Project, including limitations on capital expenditures, restrictions on additional accounts, and restrictions on amendments or termination of certain material documents related to the Onshore Altamira Project.

The Company must also comply with certain financial covenants.

In connection with the issuance of the Term Loan A, the Company incurred $ 38,334 in origination, structuring and other fees, which was deferred as a reduction of the principal balance of the Term Loan A on the Condensed Consolidated

Balance Sheets.

As of September 30, 2024, total remaining unamortized deferred financing costs for the Term Loan A was $ 36,569 .

Turbine Financing

In May 2024, the Company executed a loan agreement with a lender to borrow $ 148,500 under a promissory note secured by certain turbines owned by a wholly-owned subsidiary of the Company (the “Turbine Financing”).

The Turbine Financing bears interest at 10.30 % , and the principal is partially repayable in monthly installments over the 36-month term of the loan with the balance due upon maturity in June 2027.

The Turbine Financing contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants.

The Turbine Financing does not contain any restrictive financial covenants.

The Company was required to pay a deposit of approximately $ 5,963 that will be held by the lender throughout the term of the borrowing.

Proceeds received were net of upfront fees due to the lender, and through September 30, 2024, the Company has incurred $ 2,136 in origination, structuring and other fees, associated with entry into the Turbine Financing.

As of September 30, 2024, total remaining unamortized deferred financing costs for the Turbine Financing was $ 1,925 .

EB-5 Loan Agreement

On July 21, 2023, the Company entered into a loan agreement under the U.S.

Citizenship and Immigration Services EB-5 Program (“EB-5 Loan Agreement”) to pay for the development and construction of a new green hydrogen facility in Texas.

The maximum aggregate principal amount available under the EB-5 Loan Agreement is $ 100,000 , and outstanding borrowings bear interest at a fixed rate of 4.75 % .

The loan matures 5 years from the initial advance with an option to extend the maturity by two one-year periods.

It is expected that the loan will be secured by the Company's green hydrogen facility, and the Company has provided a guarantee of the obligations under the EB-5 Loan Agreement.

In the nine months ended September 30, 2024, an additional $ 37,072 was funded under the EB-5 Loan Agreement.

Equipment Notes

In conjunction with the execution of the APA to sell certain turbines to PREPA in March 2024 (Note 5), the Company repaid the Equipment Notes in full, releasing any liens held on the turbines prior to their sale.

The balance outstanding as of the repayment date was $ 188,431 , and the Company incurred a prepayment premium of 3 % .

The prepayment premium and any unamortized financing costs of $ 7,879 were recognized as Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

On August 31, 2024, we entered into amendments of certain debt agreements that amend and restate the conditions applicable to the suspension of the maximum Debt to Total Capitalization Ratio for the quarterly covenant tests conducted as of the last day of the fiscal quarters ending September 30, 2024, December 31, 2024 and March 31, 2025.

The amended agreements also contain a financial covenant that requires a minimum consolidated liquidity of (i) $ 50.0 million as of the last day of each month, commencing as of October 31, 2024 and (ii) $ 100.0 million as of the last day of any fiscal quarter, commencing as of December 31, 2024.

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,

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condemnations, and debt and convertible securities issuances and with the Company's Excess Cash Flow (as defined in the 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 $ 2,727 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

As of March 31, 2025, total remaining unamortized deferred financing costs, including the un amortized original issue discount, for the Term Loan B was $ 120,675 .

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 .

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 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 $ 3,826 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

As of March 31, 2025, total remaining unamortized deferred financing costs , including the unamortized original issue discount, for the Brazil Financing Notes were $ 11,223 .

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 a 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 will instead provide $ 50,000 of the previously required bank guarantee on or before July 7, 2025, and the remaining $ 79,100 prior to August 17, 2025.

Additionally, the debenture holders agreed to amend the debenture agreement to suspend the covenant that allows for a non-automatic early maturity event upon certain downgrades of the Company’s credit rating through August 30, 2026.

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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 nine months ended September 30, 2024 and 2023 consisted of the following:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Interest expense, net of amounts capitalized, recognized for the three months ended March 31, 2025 and 2024 consisted of the following:

Three Months Ended March 31,

Interest per contractual rates $ 213,714 $ 123,418

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Total interest expense $ 213,694 $ 77,344

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 34,619 and $ 98,506 f or the three and nine months ended September 30, 2024, respectively, and $ 37,285 and $ 119,648 for the three and nine months ended September 30, 2023, respectively, related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended September 30, 2024 was 20.7 % compared to 28.8 % for the three months ended September 30, 2023 .

The total tax provision for the three months ended September 30, 2024 was $ 2,953 compared to a provision of $ 25,194 for the three months ended September 30, 2023 .

The effective tax rate for the nine months ended September 30, 2024 was 306.6 % compared to 17.2 % for the nine months ended September 30, 2023 .

The total tax provision for the nine months ended September 30, 2024 was $ 28,012 compared to $ 69,476 for the nine months ended September 30, 2023 .

The Company's effective tax rate for the nine months ended September 30, 2024 differs from the Company's statutory tax rate and the prior periods primarily due to pretax losses in the US and certain foreign jurisdictions, and from establishment of additional valuation allowance in the US and foreign entities.

The reversal of net deferred tax assets in these foreign entities is not expected to be realizable.

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 22,179 and $ 33,193 for the three months ended March 31, 2025 and 2024, respectively, related to payments received by Energos from third-party charterers.

Other Long-Term Liabilities

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

2025 December 31,

Guarantee liability $ 117,105 $ 115,359

Derivative liabilities 11,006 24,364

Contract liability (Note 5)

11,750 11,750

Other 28,990 14,885

Total other long-term liabilities $ 168,851 $ 166,358

In the fourth quarter of 2024, the Company novated an LNG supply contact 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 14).

The effective tax rate for the three months ended March 31, 2025 was ( 17.0 )% compared to 27.6 % for the three months ended March 31, 2024.

The total ta x provision for the three months ended March 31, 2025 was $ 28,670 compared to a provision of $ 21,624 for the three months ended March 31, 2024.

The Company recognized a provision on pre-tax losses in the quarter principally from valuation allowances, an expected gain on sale of the Jamaica Business, and taxation of foreign earnings.

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 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 months ended March 31, 2025.

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Commitments and contingencies

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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 ($ 65.4 million using exchange rates as of March 31, 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 March 31, 2025.

Earnings per share

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Net income (loss) $ 11,313 $ 62,338 $ ( 18,877 ) $ 334,004

Net (income) loss attributable to non-controlling interests ( 2,014 ) ( 1,117 ) ( 6,597 ) ( 3,329 )

Series A convertible preferred stock cumulative dividend ( 1,161 ) — ( 2,493 ) —

Three Months Ended March 31,

Net (loss) income $ ( 197,373 ) $ 56,670

Net (income) attributable to non-controlling interests ( 2,208 ) ( 2,589 )

Convertible preferred stock dividend ( 548 ) ( 142 )

Net income attributable to Class A common stock $ ( 200,129 ) $ 53,939

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Net income per share - basic $ ( 0.73 ) $ 0.26

Net income (loss) $ 11,313 $ 62,338 $ ( 18,877 ) $ 334,004

Net (income) loss attributable to non-controlling interests ( 2,014 ) ( 1,117 ) ( 6,597 ) ( 3,329 )

Series A convertible preferred stock cumulative dividend ( 1,161 ) — ( 2,493 ) —

Net (loss) income $ ( 197,373 ) 56,670

Net (income) attributable to non-controlling interests ( 2,208 ) ( 2,589 )

Convertible preferred stock dividend ( 548 ) ( 142 )

Adjustments attributable to dilutive securities — ( 750 )

Net income (loss) attributable to Class A common stock 6,463 61,221 ( 31,410 ) 329,562

Net income attributable to Class A common stock $ ( 200,129 ) $ 53,189

Weighted-average shares - diluted 273,609,766 205,977,720

Net income per share - diluted $ ( 0.73 ) $ 0.26

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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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Unvested RSUs — — 1,690,920 —

March 31, 2025 March 31, 2024

Series A convertible preferred stock (1)

— — 2,039,768 —

Series B convertible preferred stock (1)

Equity Agreement shares (2)

— 555,359 — —

Total 1,914,371 96,746

(1) Represents the weighted average number of potentially dilutive shares if the Series A convertible preferred stock was converted on the issuance date.

(1) Represents the number of unconverted Series B and Series A convertible preferred shares as of March 31, 2025 and March 31, 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.

During the third quarter of 2024, the Company declared a dividend of $ 20,507 , representing $ 0.10 per Class A share;

this dividend had not been paid as of September 30, 2024.

The Company declared and paid dividends of $ 20,503 during the

three months ended September 30, 2023 , representing $ 0.10 per Class A share.

The Company paid dividends of $ 41,010 and $ 61,473 during the nine months ended September 30, 2024 and 2023 , respectively, representing $ 0.10 per Class A share.

During each of the three months ended September 30, 2024 and 2023 , the Company paid dividends of $ 3,019 to holders of Golar LNG Partners LP's 8.75 % Series A Cumulative Redeemable Preferred Units (“GMLP Series A Preferred Units”).

During each of the nine months ended September 30, 2024 and 2023 , the Company paid dividends of $ 9,057 to holders of the GMLP Series A Preferred Units.

As these equity interests have been issued by one of the Company’s consolidated subsidiaries, the value of the GMLP Series A Preferred Units is recognized as non-controlling interest in the condensed consolidated financial statements.

During the second quarter of 2023, one of the Company's majority owned consolidated subsidiaries paid a dividend to all shareholders, and the dividend of $ 3,600 paid to the non-controlling shareholders has been recognized as non-controlling interest in the condensed consolidated financial statements.

During the third quarter of 2024, the Company paid dividends on the Series A Convertible Preferred Stock of $ 2,493 for the nine months ended September 30, 2024.

Upon the sale of the vessel Mazo (Refer to Note 11), one of the Company's non-wholly owned subsidiaries paid a dividend using proceeds from the sale.

The dividend of $ 8,662 paid to the other shareholder in this subsidiary was recognized as a reduction to non-controlling interest during the first quarter of 2024.

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").

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.

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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.

The Company paid dividends of $ 441 and $ 142 on the Series B Convertible Preferred Stock and Series A Convertible Preferred Stock during the three months ended March 31, 2025 and March 31, 2024, respectively.

The Company did not declare a dividend on its Class A common stock during the three months ended March 31, 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 $ 20,503 during the three months ended March 31, 2024, representing $ 0.10 per Class A share.

During the three months ended March 31, 2025 and March 31, 2024 , the Company paid dividends of $ 3,019 to holders of Golar LNG Partners LP's ("GMLP") 8.75 % Series A Cumulative Redeemable Preferred Units (“GMLP Preferred Units”).

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.

Share-based compensation

The Company has granted restricted stock units ("RSUs") to select officers, employees and certain non-employees under the New Fortress Energy Inc.

2019 Omnibus Incentive Plan.

The Company has granted restricted stock units ("RSUs") to select officers, employees and certain non-employees under the Incentive Plan (as defined in the Company's Annual Report on Form 10-K).

The fair value of RSUs on the grant date is estimated based on the clo sing price of the underlying shares on the grant date.

The following table summarizes the RSU activity for the nine months ended September 30, 2024:

The following table summarizes the RSU activity for the three months ended March 31, 2025:

Restricted Stock

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Non-vested RSUs as of December 31, 2024

Granted 2,786,112 32.66

1,579,802 $ 32.60

Vested ( 791,702 ) 32.60

Forfeited ( 444,858 ) 32.66

Non-vested RSUs as of September 30, 2024 2,655,157 $ 32.68

The non-vested RSUs vest over periods from ten months to approximately two years following the grant date.

The weighted-average remaining vesting period of non-vested RSUs totaled 0.85 years as of September 30, 2024.

In the second quarter of 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 $ 4,759

and $ 6,777 for the three and nine months ended September 30, 2024 associated with this award is included in the table below.

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

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Non-vested RSUs as of March 31, 2025

343,242 $ 32.66

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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 0.76 years as of March 31, 2025.

For the three months ended March 31, 2025, 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 March 31,

Operations and maintenance $ 22 $ 17

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Total share-based compensation expense $ ( 229 ) $ 5,248

During the three and nine months ended September 30, 2024, the Company recognized a reversal of cumulative compensation expense of $ 320 and $ 481 , respectively, for forfeited RSU awards.

During the three months ended March 31, 2025, the Company recognized a reversal of previous compensation expense of $ 6,571 due to the forfeiture of awards upon separation with certain employees.

During the first quarter of 2024, there was no significant reversal of cumulative compensation expense recognized 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 $ 4,656 for the three months ended March 31, 2025 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 September 30, 2024, unrecognized compensation costs from non-vested RSUs was $ 46,903 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 47,181 .

As of March 31, 2025, unrecognized compensation costs from non-vested RSUs was $ 4,711 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 37,766 .

Related party transactions

Management services

Edens, chief e xecutive 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”).

Edens, chie f 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 $ 1,363 and $ 1,643 for the three months ended September 30, 2024 and 2023, respectively, and totaled expenses of $ 3,171 and $ 4,284 for the nine months ended September 30, 2024 and 2023, respectively.

Costs associated with the Administrative Agreement are included within Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

As of September 30, 2024 and December 31, 2023, $ 3,104 and $ 5,691 were due to Fortress, respectively.

The charges under the Administrative Agreement that are attributable to the Company totaled $ 118 and $ 1,975 for the three months ended March 31, 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 March 31, 2025 and December 31, 2024, $ 348 and $ 6,755 were due to Fortress, respectively.

In addition to administrative services, Mr.

Edens owns an aircraft that the Company charters from a third party operator for business purposes in the ordinary course of operations.

The Company incurred, at market rates, charter costs of $ 134 and $ 523 for the three months ended September 30, 2024 and 2023, respectively, and $ 1,218 and $ 1,934 for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, $ 251 and $ 1,095 was due, respectively.

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 $ 952 and $ 570 for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024, $ 910 and $ 1,146 was due to this affiliate, respectively.

Fortress affiliated entities

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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 September 30, 2024 and 2023, $ 319 and $ 280 of rent and office related expenses were incurred by these affiliates, respectively.

For the nine months ended September 30, 2024 and 2023, $ 781 and $ 821 of rent and office related expenses were incurred by these affiliates, respectively.

As of September 30, 2024 and December 31, 2023, $ 2,338 and $ 1,547 were due from affiliates, respectively.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended March 31, 2025 and 2024, $ 327 and $ 218 of rent and office related expenses were incurred by these affiliates, respectively.

As of March 31, 2025 and December 31, 2024, $ 2,963 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.

The Company incurred rent and administrative expenses of $ 0 and $ 767 for the three months ended September 30, 2024 and 2023, respectively, and $ 900 and $ 2,016 for the nine months ended September 30, 2024 and 2023, respectively.

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.

As of September 30, 2024 and December 31, 2023, $ 3,602 and $ 2,702 were d ue to Fortress affiliated entities, respectively.

The Co mpany has 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 $ 73 and $ 126 during the three months ended September 30, 2024 and 2023, respectively, and $ 310 and $ 378 during the nine months ended September 30, 2024 and 2023, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

The Company has amounts due to FECI of $ 0 and $ 92 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, the Company has recorded a lease liability of $ 3,377 and $ 3,368 , respectively, for the Company's Miami facility which, after June 30, 2024, has been classified as liabilities held for sale on the Condensed Consolidated Balance Sheets.

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 approxim ately

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$ 683 for the three months ended March 31, 2024.

As of March 31, 2025 and December 31, 2024, $ 3,614 and $ 3,614 were d ue to Fortress affiliated entities, respectively.

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 $ 103 during the three months ended March 31, 2024, 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 March 31, 2025 and December 31, 2024.

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 $ 548 and $ 30 during the nine months ended September 30, 2024 and 2023, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) .

The Company has amounts due to Jefferson Terminal of $ 390 and $ 0 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the Company has recorded a right-of-use asset of $ 3,622 and a lease liability of $ 4,383 on the Condensed Consolidated Balance Sheets.

The Company recognized expense related to the land lease of $ 183 and $ 0 during the three months ended March 31, 2025 and 2024, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of March 31, 2025, the Company recorded a right-of-use asset of $ 3,436 and a lease liability of $ 4,563 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 .

3 unchanged sentences

The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements.

The Company recognized $ 123 and $ 117 in expense within Selling, general and administrative for the three months ended September 30, 2024 and 2023, respectively, and $ 387 and $ 318 in expense within Selling, general and administrative for the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, $ 123 and $ 106 were due to DevTech, respectively.

As of September 30, 2024, the Company operates in two reportable segments:

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 approximately $ 128 and $ 128 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025 and December 31, 2024 , $ 0 and $ 149 were due to DevTech, respectively.

As of March 31, 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 or logistics operations are included in this segment.

The Terminal and Infrastructure segment includes realized gains and losses from the settlement of derivative transactions entered into as economic hedges to reduce market risks associated with commodity prices.

• Ships includes vessels that are leased to customers under long-term arrangements, and as of September 30, 2024, four vessels are included in this segment.

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.

Ships Operating Margin also included the Company's effective share of revenue, expenses and operating margin attributable to ownership of the common units of Hilli LLC prior to the disposition of this investment in the first quarter of 2023.

The CODM uses Segment Operating Margin to evaluate the performance of the segments and allocate resources.

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.

Management 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 nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 482,200 $ 43,062 $ 525,262 $ 42,273 $ 567,535

Cost of sales 325,292 — 325,292 — 325,292

Vessel operating expenses — 8,254 8,254 — 8,254

Operations and maintenance 32,062 — 32,062 — 32,062

Deferred earnings from contracted sales (5)

60,000 — 60,000 ( 60,000 ) —

Segment Operating Margin $ 184,846 $ 34,808 $ 219,654 $ ( 17,727 ) $ 201,927

Balance sheet:

Total assets $ 11,306,440 $ 663,456 $ 11,969,896 $ — $ 11,969,896

Other segmental financial information:

Capital expenditures (2)

$ 753,011 $ — $ 753,011 $ — $ 753,011

Nine Months Ended September 30, 2024

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 months ended March 31, 2025 and 2024:

Table of C ontents

Three Months Ended March 31, 2025

(in thousands of $) Terminals and

1 unchanged sentence

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 1,515,365 $ 128,224 $ 1,643,589 $ 42,273 $ 1,685,862

Cost of sales 776,269 — 776,269 — 776,269

Vessel operating expenses — 25,153 25,153 — 25,153

Operations and maintenance 139,902 — 139,902 — 139,902

Deferred earnings from contracted sales (5)

150,000 — 150,000 ( 150,000 ) —

Segment Operating Margin $ 749,194 $ 103,071 $ 852,265 $ ( 107,727 ) $ 744,538

Balance sheet:

Total assets $ 11,306,440 $ 663,456 $ 11,969,896 $ — $ 11,969,896

Other segmental financial information:

Capital expenditures (2)

$ 1,883,824 $ — $ 1,883,824 $ — $ 1,883,824

Three Months Ended September 30, 2023

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

and Other (4)

and Other Consolidated

Statement of operations:

10 unchanged sentences

$ 297,368 $ — $ 297,368 $ — $ 297,368

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

and Other (4)

and Other Consolidated

Statement of operations:

10 unchanged sentences

$ 484,254 $ — $ 484,254 $ — $ 484,254

(1) Cost of sales in the Company’s segment measu re only includes realized gains and losses on derivative transactions that are an economic hedge of commodity purchases and sales, and realized losses of $ 293 and realized gains of $ 141,560 for the three and nine months ended September 30, 2023, respectively, were recognized within Cost of sales in the segment measure.

There were no commodity swap transactions in 2024.

The Company recognized unrealized gains of $ 423 and unrealized losses of $ 107,882 on the mark-to-market value of derivative transactions for the three and nine months ended September 30, 2023, respectively, and these gains and losses reconcile Cost of sales in the segment measure to Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Company has excluded contract acquisition costs that do not meet the criteria for capitalization from the segment measure.

Contract acquisition costs of $ 0 and $ 6,232 for the three and nine months ended September 30, 2023, respectively, reconcile Cost of sales in the segment measure to Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

There were no contract acquisition costs incurred in 2024.

(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 Income (Loss).

(4) For the three and nine months ended September 30, 2024, Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of $ 150,000 (Note 6);

a portion of these deferred earnings of $ 42,273 were recognized upon delivery during the third quarter of 2024.

In 2023, the effective share of revenues, expenses and operating margin attributable to the Company's ownership of the common units of Hilli LLC in the segment measure prior to the disposition of this investment, as well as unrealized mark-to-market gain or loss on derivative instruments, are also removed.

(5) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the current period and prepayment for these sales was received.

Revenue will be recognized in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when delivery under these forward sales transactions is completed from the fourth quarter of 2024 through 2025.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

(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 .

Table of C ontents

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

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

Three Months Ended March 31,

(in thousands of $) 2025 2024

Net income (loss) $ 11,313 $ 62,338 $ ( 18,877 ) $ 334,004

Net income $ ( 197,373 ) $ 56,670

Selling, general and administrative 59,271 70,754

1 unchanged sentence

Depreciation and amortization 53,057 50,491

Asset impairment expense 246 —

Interest expense 213,694 77,344

Other (income) expense, net ( 63,937 ) 19,112

Asset impairment expense 1,484 — 5,756 —

Loss on sale of assets, net — 77,140

1 unchanged sentence

Tax provision 28,670 21,624

(Income) from equity method investments — ( 489 ) — ( 12,738 )

Consolidated Segment Operating Margin $ 106,026 $ 384,260

Subsequent events

Equity Offering

On October 1, 2024, the Company entered into an Underwriting Agreement with several underwriters to issue and sell 46,349,942 shares of the Company's Class A common stock, par value $ 0.01 per share, at a purchase price to the public of $ 8.63 per share, less underwriting discounts and commissions, in a registered public offering (the "Equity Offering").

The Company's chief executive officer, Wesley R.

Edens, agreed to purchase 5,793,742 shares at the public offering price per share and on the same terms as the other purchasers in the Equity Offering.

The Equity Offering closed on October 2, 2024.

The Company received net proceeds of approximately $ 387.3 millions after underwriters' discounts and commissions and the estimated offering expenses payable by the Company.

Exchange and Subscription Agreement

On November 6, 2024, the Company entered into the Exchange and Subscription Agreement with the Supporting Holders to implement the transactions described in the TSA (Refer to Note 19 - Debt).

Pursuant to the Exchange and Subscription Agreement, NFE Financing will issue an aggregate principal amount of $ 2.7 billion in New Notes pursuant to the Transactions.

Net proceeds from the Transactions will be used to repay in full the outstanding aggregate principal amount of the Company's 2025 Notes, exchange a portion of the existing 2026 Notes and 2029 Notes, and for general corporate purposes.

The New Notes will be issued pursuant to an indenture (the "New Notes Indenture").

Refer to Note 19 - Debt for further information on the Exchange and Subscription Agreement.

Pursuant to the Exchange and Subscription Agreement, the Supporting Holders may elect to receive a commitment fee equal to either (i) 5 % of the aggregate principal amount of such Supporting Holder’s New Notes, payable in shares of Class A common stock of the Company, at a price of $ 8.63 per share (the "Commitment Fee Shares"), (ii) 2 % of the aggregate principal amount of such Supporting Holder’s New Notes, payable in kind in the form of additional New Notes (the "Commitment Fee Notes"), or (iii) a combination of the foregoing.

To the extent any Supporting Holder elects to receive Commitment Fee Notes, the equivalent value in Commitment Fee Shares will be ratably reallocated amongst the other Supporting Holders to ensure that the Supporting Holders will in any case receive 5 % of the total amount of New Notes payable in Commitment Fee Shares.

In the event any Supporting Holder elects to receive the Commitment Fee Shares, such Supporting Holder will enter into a Registration Rights Agreement with the Company, pursuant to which such Supporting Holder is entitled to certain registration rights and subject to certain lock-up restrictions.

Any Supporting Holders may not, subject to customary exceptions, offer, sell, contract to sell, pledge or otherwise dispose of the Commitment Fee Shares for a period of six months from the date of the Registration Rights Agreement without the prior written consent of the Company.

New Notes Indenture

The New Notes will be issued by NFE Financing, bearing interest at a per annum rate of 12 % and interest will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2025.

The New Notes will mature on November 15, 2029 and are payable in full on maturity date.

NFE Financing may redeem the New Notes, in whole or in part, at any time prior to maturity, subject to certain prepayment premiums.

NFE Financing is required to prepay the New Notes, subject to repurchase premiums, upon occurrence of change of control events and other specified prepayment events.

Additionally, the New Notes will be subject to a par repurchase offer in connection with any “Pass Through Prepayment Event” (defined as any prepayment made under the Brazil Parent Credit Agreement or the Series II Credit Agreement (each, as defined below)).

The New Notes will be guaranteed on a senior secured basis by NFE Financing’s wholly-owned subsidiary, Bradford County Real Estate Partners LLC ("New Notes Guarantor"), which owns the Company's land in Wyalusing, Pennsylvania.

The New Notes will be secured by first-priority liens on (a) all assets of NFE Financing, including the promissory note evidencing indebtedness under the Series II Credit Agreement (as defined below), the promissory note evidencing indebtedness under the Brazil Parent Credit Agreement (as defined below), approximately 45 % of the equity in NFE Brazil Holdings Limited ("NFE Brazil Holdings"), which owns the Company’s Brazil business, and 100 % of the equity in the New Notes Guarantor and (b) all assets of the New Notes Guarantor.

In connection with NFE Financing’s issuance of the New Notes, NFE will:

(i) enter into approximately $ 1.4 billion Series II Credit Agreement (as defined below) with NFE Financing, (ii) enter into an approximately $ 970 million Series I Credit Agreement (as defined below) with NFE Brazil Investments LLC (“Brazil Parent”), an indirectly owned, restricted subsidiary of the Company and the direct parent of NFE Financing, and (iii) further cause Brazil Parent to enter into an approximately $ 970 million Brazil Parent Credit Agreement (as defined below) with NFE Financing.

Intercompany loans

Brazil Parent Credit Agreement

NFE Financing and Brazil Parent will enter into a credit agreement (the “Brazil Parent Credit Agreement”), whereby NFE Financing will provide a term loan of approximately $ 970 million (the “Brazil Parent Term Loan”) to Brazil Parent, which

will mature in November 2029.

The obligations under the Brazil Parent Credit Agreement will be secured by substantially all assets of Brazil Parent (including a pledge of the equity interests held by Brazil Parent in NFE Brazil Holdings).

Brazil Parent may redeem the Brazil Parent Term Loan, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

Brazil Parent is required to prepay the Brazil Parent Term Loan, subject to repurchase premiums, upon occurrence of certain events, including any change of control and receipt of net proceeds from any prepayment under the Series I Credit Agreement (as defined below).

The Brazil Parent Credit Agreement is expected to contain usual and customary representations and warranties, covenants and events of default for financings of this type.

Series I Credit Agreement

NFE and Brazil Parent will enter into a term loan credit agreement (“Series I Credit Agreement”), under which Brazil Parent will provide NFE a senior secured term loan in an aggregate principal amount of approximately $ 970 million (the “Series I Term Loan”).

The Company intends to use proceeds to repay in full the outstanding aggregate principal amount of the Company’s 2025 Notes and consummate a portion of the Exchange Transactions.

Series II Credit Agreement

NFE and NFE Financing will enter into a term loan credit agreement (“Series II Credit Agreement”), under which NFE Financing will provide NFE a senior secured term loan in an aggregate principal amount of approximately $ 1.4 billion (the “Series II Term Loan”).

The proceeds will be used by the Company to consummate the Exchange Transactions.

Both Series I and Series II Term Loan will mature in November 2029 and will be payable in full on the maturity date.

The obligations under both the Series I Credit Agreement and Series II Credit Agreement will be guaranteed, jointly and severally, on a senior secured basis by each subsidiary that is a guarantor under the 2026 Notes and the 2029 Notes.

The obligations under the Series I and Series II Credit Agreement will be secured by substantially the same collateral that currently secures the 2026 Notes and 2029 Notes.

An equal priority intercreditor agreement will govern the treatment of the collateral.

The Company may redeem the Series I and Series II Term Loan, in whole or in part, at any time prior to maturity, subject to certain make-whole premiums.

In addition, the Company will be required to prepay the Series I and Series II Term Loan upon the occurrence of any change of control (as defined in the New Notes Indenture and the Brazil Parent Credit Agreement), and with the net proceeds of certain asset sales, condemnations and debt and convertible securities issuances.

Both Series I and Series II Credit Agreement are expected to contain customary representations, warranties, covenants and events of default, subject to certain thresholds and grace periods, typical for financings of this type.

Credit agreement amendments

On November 6, 2024, the Company entered into the Ninth Amendment to its Revolving Credit Agreement (the “Ninth Amendment”), which extends the maturity date of the Revolving Facility for consenting lenders from April 15, 2026 to October 15, 2027, subject to certain events that would cause the maturity to spring to an earlier date as described in the Ninth Amendment.

On November 6, 2024, the Company entered into the Fifth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement (the “Fifth Amendment”, and together with the “Ninth Amendment,” the “Amendments”).

The Amendments, among other things, modify the definition of Excluded Assets and exclude certain assets of the Company’s Brazil business from the definition of Excluded Assets.

The Amended Credit Agreements also amend the financial covenant that tests the consolidated first lien debt ratio.

The consolidated first lien debt ratio cannot exceed (i) 9.50 to 1.00, for the fiscal quarters ending March 31, 2025 through June 30, 2025, (ii) 8.50 to 1.00, for the fiscal quarters ending September 30, 2025 through December 31, 2025, (iii) 8.00 to 1.00, for the fiscal quarters ending March 31, 2026 through June 30, 2026, and (iv) 7.50 to 1.00, for the fiscal quarters ending September 30, 2026 and each fiscal quarter thereafter.

The Amended Credit Agreements also add a fixed charge coverage ratio test.

Commencing with the fiscal quarter ending March 31, 2025, the Company cannot permit the fixed charge coverage ratio (the ratio of consolidated EBITDA to fixed charges) for the Company and its restricted subsidiaries to be less than 0.80 to 1.00 for the fiscal quarter ending March 31,

2025 and, for the fiscal quarter ending June 30, 2025 and each fiscal quarter thereafter, 1.00 to 1.00.

Additionally, the Amendments modify how consolidated EBITDA is calculated to more closely align with the calculations in certain of the Company's existing term loan facilities and also remove the Debt to Total Capitalization Ratio.

Lumina Note Purchase Agreement

On November 6, 2024, NFE Brazil Financing Limited (“NFE Brazil”), a wholly-owned, indirect subsidiary of the Company, entered into a note purchase agreement (the “Note Purchase Agreement”) to issue and sell up to $ 350 million aggregate principal amount of its 15 % Senior Secured Notes due 2029 (the “NFE Brazil Notes”) at a purchase price of 97.75 % of the principal amount.

The obligations under the NFE Brazil Notes will be guaranteed by the Company and certain subsidiaries of NFE Brazil, and NFE Brazil, its subsidiary guarantors and certain of its other subsidiaries will grant security interests in certain of their assets to secure the NFE Brazil Notes.

On May 12, 205, the Company entered into the following credit agreement amendments:

The Company entered into the Twelfth Amendment to Credit Agreement (the “Twelfth Amendment”) which amends that certain Credit Agreement, dated as of April 15, 2021 (as amended, restated or otherwise modified from time to time, the “Existing RCF” and the Existing RCF as amended by the Twelfth Amendment, the “Amended RCF”), by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and as collateral agent.

Among other things, the Twelfth Amendment waives the requirement that the Company pay 75 % of net proceeds from certain asset sales to repay indebtedness, allowing the Company to apply $ 270,000 of proceeds from the sale of the Jamaica Business to the extended tranche of the Existing RCF prior to September 30, 2025, when such amount was due.

The Company plans to use the remaining proceeds to reinvest in the Company’s business and repay indebtedness under the Amended TLA (as defined below).

The Company entered into the Fifth Amendment to Credit Agreement (the “Fifth Amendment”) which amends that certain Credit Agreement, dated as of July 19, 2024 (as amended, restated or otherwise modified from time to time, the “Existing TLA” and the Existing TLA as amended by the Fifth Amendment, the “Amended TLA”).

The Company entered into the Eighth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement (the “Eighth Amendment”) which amends that certain Uncommitted Letter of Credit and Reimbursement Agreement, dated as of July 16, 2021 (as amended, restated or otherwise modified from time to time, the “Existing ULCA” and the Existing ULCA as amended by the Eighth Amendment, the “Amended ULCA”), by and among the Company, the guarantors from time to time party thereto, Natixis, New York Branch, as Administrative Agent, Natixis, New York Branch, as ULCA Collateral Agent, Natixis, New York Branch, and each of the other financial institutions party thereto, as Lenders and Issuing Banks.

The Fifth Amendment, the Eighth Amendment and the Twelfth Amendment are referred to herein collectively as the “Amendments;” the Amended TLA, the Amended ULCA and the Amended RCF are referred to herein collectively as the

Table of C ontents

“Amended Credit Agreements.” The Existing TLA, the Existing ULCA and Existing RCF are referred to herein collectively as the “Existing Credit Agreements.”

The Twelfth Amendment, among other things, (i) provides 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) permits $ 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 does not require the proceeds of the sale of the Jamaica Business to be used to prepay loans and commitments and (iii) provides that the asset sale sweep mandatory prepayment will now terminate effectiveness once aggregate commitments are reduced to $ 550,000 from $ 600,000 .

The Fifth Amendment, 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 and otherwise does not require the proceeds from the sale of the Jamaica Business to be used to prepay loans;

(ii) increases the applicable margin to 6.70 % for SOFR loans and 5.70 % for Base Rate Loans and implements a SOFR floor of 4.30 % and a base rate floor 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 our FEMA contracts, if and when such proceeds are received, to pay down a portion of the indebtedness outstanding under loans thereunder and, in the case of certain asset sales, reduce the commitments thereunder.

Additionally, the Fifth Amendment amends certain of the financial covenants.

After giving effect to the Fifth Amendment, the consolidated first lien debt ratio cannot exceed (i) 8.75 to 1.00, for the fiscal quarters ending March 31, 2025, (ii) 6.75 to 1.00, for the fiscal quarter ending September 30, 2025, (iii) 6.50 to 1.00, for the fiscal quarter ending December 31, 2025, (iv) 7.25 to 1.00, for the fiscal quarters ending March 31, 2026 and September 30, 2026 and (v) 6.75 to 1.00, for the fiscal quarter ending December 31, 2026 and each fiscal quarter thereafter.

The Fifth Amendment added a fixed charge coverage ratio covenant and removed the debt to total capitalization covenant to the Amended TLA.

Commencing with the fiscal quarter ending March 31, 2025, the Company cannot permit the fixed charge coverage ratio for the Company and its restricted subsidiaries to be less than or equal to 0.80 to 1.00 for the fiscal quarter ending March 31, 2025 and, for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter, 1.00 to 1.00.

Neither the first lien debt ratio covenant nor the fixed charge coverage ratio covenant will be tested for the fiscal quarter ending June 30, 2025.

After giving effect to the Fifth Amendment, the financial covenants set forth above are consistent with the corresponding financial covenants in the Amended RCF and Amended LCF.

The Eighth Amendment, among other things, provides 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.

Further to the above, the Amendments each added a covenant limiting the amount of cash the Company can use to repurchase outstanding senior secured notes due 2026, other than payments to avoid springing maturities in respect thereof or with proceeds of certain permitted debt or equity refinancing transactions.

Sale of Jamaica Business

On May 14, 2025, the Company completed the sale of the Jamaica Business to Excelerate Energy Limited Partnership (“EELP”), a subsidiary of Excelerate Energy, Inc., for $ 1.055 billion in cash, subject to certain purchase price adjustments.

In conjunction with closing, the Company repurchased all outstanding South Power Bonds for $ 227,157 , including a 1.0 % prepayment penalty and accrued interest.

After the repayment of debt, the Company received net proceeds of approximately $ 678,480 , with an additional $ 98,635 proceeds held in escrow and to be returned to the Company on the release dates as stated in the EAPA.

As a result of the Amended Agreements, the Company repaid and permanently reduced the Revolving Facility commitments of $ 270,000 and repaid $ 55,000 of the Term Loan A Credit Agreement with the sale proceeds.

GMLP dividend

The Company did not pay the preferred stock dividend on the GMLP Preferred Units that was scheduled to be paid on May 15, 2025.

The Company has not determined when, or if, it will pay the dividend scheduled on May 15, 2025 or any dividend scheduled on a future date.

Table of C ontents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements