New Fortress Energy Inc. 10-Q

Item 1. Financial Statements. New Fortress Energy Inc. Condensed Consolidated Balance Sheets As of March 31, 2025 and December 31, 2024 (Unaudited, in thousands of U.S. dollars, except share amounts) March 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 447,862 $ 492,881 Restricted cash 379,537 472,696 Receivables, net of allowances of $ 13,322 and $ 13,629 , respectively 273,136 335,813 Inventory 66,695 103,224 Assets held for sale - current 104,553 — Prepaid expenses and other current assets, net 201,925 205,496 Total current assets 1,473,708 1,610,110 Construction in progress 3,901,113 3,574,389 Property, plant and equipment, net 5,545,980 5,842,807 Right-of-use assets 465,939 618,733 Intangible assets, net 188,118 179,510 Goodwill 594,256 766,350 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 Total assets $ 13,028,080 $ 12,867,496 Liabilities Current liabilities Current portion of long-term debt and short-term borrowings $ 260,848 $ 539,132 Accounts payable 655,073 473,736 Accrued liabilities 268,083 391,359 Current lease liabilities 82,442 128,362 Liabilities held for sale - current 35,894 — Other current liabilities 171,342 174,829 Total current liabilities 1,473,682 1,707,418 Long-term debt 8,931,506 8,355,703 Non-current lease liabilities 355,050 475,161 Deferred tax liabilities, net 51,359 73,198 Liabilities held for sale - non-current 135,398 — Other long-term liabilities 168,851 166,358 Total liabilities 11,115,846 10,777,838 Commitments and contingencies (Note 20) 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, 273.8 million issued and outstanding as of March 31, 2025; 266.5 million issued and outstanding as of December 31, 2024 2,738 2,664 Additional paid-in capital 1,722,829 1,674,312 Retained earnings (accumulated deficit) ( 3,766 ) 196,363 Accumulated other comprehensive income 26,671 3,089 Total stockholders’ equity attributable to NFE 1,748,472 1,876,428 Non-controlling interest 123,054 122,660 Total stockholders’ equity 1,871,526 1,999,088 Total liabilities and stockholders’ equity $ 13,028,080 $ 12,867,496 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of C ontents New Fortress Energy Inc. 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 March 31, 2025 2024 Revenues Operating revenue $ 384,881 $ 609,504 Vessel charter revenue 45,436 46,655 Other revenue 40,219 34,162 Total revenues 470,536 690,321 Operating expenses Cost of sales (exclusive of depreciation and amortization shown separately below) 302,377 229,117 Vessel operating expenses 7,176 8,396 Operations and maintenance 54,957 68,548 Selling, general and administrative 59,271 70,754 Transaction and integration costs 11,931 1,371 Depreciation and amortization 53,057 50,491 Asset impairment expense 246 — Loss on sale of assets, net — 77,140 Total operating expenses 489,015 505,817 Operating (loss) income ( 18,479 ) 184,504 Interest expense 213,694 77,344 Other (income) expense, net ( 63,937 ) 19,112 Loss on extinguishment of debt, net 467 9,754 (Loss) income before income taxes ( 168,703 ) 78,294 Tax provision 28,670 21,624 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 (loss) income: Currency translation adjustment $ 24,253 $ ( 7,708 ) 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. 2 Table of C ontents New Fortress Energy Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three months ended March 31, 2025 and 2024 (Unaudited, in thousands of U.S. dollars, except share amounts) Series B convertible preferred stock Class A common stock Additional paid-in capital Retained earnings (Accumulated deficit) Accumulated other comprehensive (loss) income Non-controlling Interest Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2024 96,746 $ 90,570 266,459,093 $ 2,664 $ 1,674,312 $ 196,363 $ 3,089 $ 122,660 $ 1,999,088 Net income (loss) — — — — — ( 199,581 ) — 2,208 ( 197,373 ) Other comprehensive income (loss) — — — — — — 23,582 671 24,253 Share-based compensation expense — — — — ( 229 ) — — — ( 229 ) Class A stock issued, net of issuance costs — — 661,207 7 363 — — — 370 Acquisition of non-controlling interest — — — — ( 1,356 ) — — 534 ( 822 ) Issuance of shares for vested share-based compensation awards — — 31,814 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 13,086 ) — ( 159 ) — — — ( 159 ) Conversion of Series B convertible preferred stock ( 60,000 ) ( 49,969 ) 6,651,511 67 49,898 — — — 49,965 Dividends — 107 — — — ( 548 ) — ( 3,019 ) ( 3,567 ) Balance as of March 31, 2025 36,746 $ 40,708 273,790,539 $ 2,738 $ 1,722,829 $ ( 3,766 ) $ 26,671 $ 123,054 $ 1,871,526 Series A convertible preferred stock Class A common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Non- controlling interest Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2023 — $ — 205,031,406 $ 2,050 $ 1,038,530 $ 527,986 $ 71,528 $ 137,775 $ 1,777,869 Net income — — — — — 54,081 — 2,589 56,670 Other comprehensive income — — — — — — ( 7,349 ) ( 359 ) ( 7,708 ) Share-based compensation expense — — — — 5,248 — — — 5,248 Issuance of shares for vested share-based compensation awards — — 14,126 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 3,708 ) — ( 126 ) — — — ( 126 ) Issuance of Series A convertible preferred stock, net 96,746 96,513 — — — — — — — Dividends — 142 — — — ( 20,645 ) — ( 11,681 ) ( 32,326 ) Balance as of March 31, 2024 96,746 $ 96,655 205,041,824 $ 2,050 $ 1,043,652 $ 561,422 $ 64,179 $ 128,324 $ 1,799,627 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of C ontents New Fortress Energy Inc. Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2025 and 2024 (Unaudited, in thousands of U.S. dollars) Three Months Ended March 31, 2025 2024 Cash flows from operating activities Net (loss) income $ ( 197,373 ) $ 56,670 Adjustments for: Depreciation and amortization 63,353 50,491 Deferred taxes ( 4,740 ) ( 6,822 ) Loss on asset sales — 77,140 (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 Other ( 6,635 ) 39,287 Changes in operating assets and liabilities: (Increase) in receivables ( 7,001 ) ( 8,656 ) Decrease (increase) in inventories 7,622 ( 85,539 ) (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) in amounts due to affiliates ( 6,780 ) ( 3,479 ) (Decrease) in lease liabilities ( 42,888 ) ( 62,090 ) 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 Capital expenditures ( 340,470 ) ( 683,449 ) Sale of equity method investment — 136,365 Asset sales — 328,999 Other investing activities 4,555 ( 1,695 ) Net cash used in investing activities ( 335,915 ) ( 219,780 ) Cash flows from financing activities Proceeds from borrowings of debt 901,733 2,164,687 Payment of deferred financing costs ( 26,093 ) ( 25,781 ) Repayment of debt ( 664,062 ) ( 1,944,044 ) Payment of dividends ( 3,460 ) ( 32,326 ) Other financing activities ( 3,662 ) ( 4,919 ) Net cash provided by financing activities 204,456 157,617 Impact of changes in foreign exchange rates on cash and cash equivalents 34,332 ( 3,768 ) Net (decrease) increase in cash, cash equivalents and restricted cash ( 128,832 ) 4,119 Cash, cash equivalents and restricted cash – beginning of period 965,577 310,814 Cash, cash equivalents and restricted cash – end of period $ 836,745 $ 314,933 Supplemental disclosure of non-cash investing and financing activities: Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ ( 62,874 ) $ ( 117,304 ) 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 ) Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition — ( 125,198 ) 4 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: Three Months Ended March 31, 2025 2024 Cash and cash equivalents $ 447,862 $ 143,457 Restricted cash 379,537 171,476 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of C ontents 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Jamaica, Brazil and Mexico. The Company has marine operations with vessels operating under time charters and in the spot market globally. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. The Company's CODM is its Chief Executive Officer. 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation. The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of their issuance, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. 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 6 Table of C ontents s due. 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. Actual results could be different from these estimates. 3. Adoption of new and revised standards (a) New and amended standards adopted by the Company: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , requiring companies to annually disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires disclosure of income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. The Company will include the new disclosures as required by ASU 2023-09 in the annual financial statements for the year ending December 31, 2025. In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , providing illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is allowed, and the amendments can be applied on a prospective or retrospective basis. The Company adopted ASU 2024-01 on January 1, 2025 and will apply the amendments on a prospective basis. The Company has not entered into any new or amended agreements which would require the application of the guidance. (b) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2025: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . These amendments require public business entities to disclose additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied prospectively or retrospectively. The Company is currently reviewing the impact that the adoption of ASU 2024-03 may have on the Company's financial statements and disclosures. The Company has reviewed all other recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. 4. Dispositions Jamaica business sale In March 2025, the Company entered into an equity and asset purchase agreement (the “EAPA”) to sell the Company’s Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") 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 7 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 Current: 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 Non-current: 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 Current: 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: 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: 8 Table of C ontents Three Months Ended March 31, 2025 2024 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 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. 5. Revenue recognition Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. LNG cargo sales for the three 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, 2025 2024 Interest income and other revenue $ 11,449 $ 4,931 Operation and maintenance revenue 28,770 29,231 Total other revenue $ 40,219 $ 34,162 Operation and maintenance revenue is recognized by the Company's subsidiary, Genera PR LLC ("Genera"), under its contract for the operation and maintenance of PREPA's thermal generation assets. Under this agreement, Genera is paid a fixed annual fee and reimbursed for pass-through expenses, including payroll expenses of Genera employees. Amounts recognized in the three 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 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 9 Table of C ontents 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 Contract assets, net - non-current 13,847 20,270 Total contract assets, net $ 33,164 $ 65,172 Contract liabilities, net - current $ 13,468 $ 14,415 Contract liabilities, net - non-current 11,750 11,750 Total contract liabilities, net $ 25,218 $ 26,165 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 1,285 $ 82,454 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 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. Transaction price allocated to remaining performance obligations Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition, which includes revenues associated with the Company's operations in 10 Table of C ontents Jamaica which have been classified as held for sale as of March 31, 2025, reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2025 $ 287,455 2026 711,794 2027 710,060 2028 694,289 2029 680,097 Thereafter 9,140,101 Total $ 12,223,796 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606. Under this expedient, the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements In August 2022, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company transferred ownership of 11 vessels to Energos Infrastructure ("Energos") in exchange for approximately $ 1.85 billion in cash and a 20 % equity interest in Energos (the “Energos Formation Transaction”). The Company's equity investment provided certain rights, including representation on the Energos board of directors, that gave the Company significant influence over the operations of Energos, and as such, the investment was accounted for under the equity method. Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate. In February 2024, the Company sold substantially all of its stake in Energos. 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 Accumulated depreciation ( 88,970 ) ( 83,135 ) Property, plant and equipment, net $ 528,625 $ 519,057 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 11 Table of C ontents , 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, 2025 2024 Operating lease income $ 40,907 $ 43,359 Variable lease income 4,529 3,296 Total operating lease income $ 45,436 $ 46,655 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. 6. Leases, as lessee 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. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the ROU asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset. Instead, such payments are accounted for as variable lease cost when the condition that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of 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 Finance right-of-use-assets (1) 18,031 18,796 Total right-of-use assets $ 465,939 $ 618,733 Current lease liabilities: Operating lease liabilities $ 78,403 $ 124,391 Finance lease liabilities 4,039 3,971 Total current lease liabilities $ 82,442 $ 128,362 Non-current lease liabilities: Operating lease liabilities $ 352,917 $ 471,961 Finance lease liabilities 2,133 3,200 Total non-current lease liabilities $ 355,050 $ 475,161 (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. 12 Table of C ontents 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, 2025 2024 Fixed lease cost $ 41,645 $ 33,094 Variable lease cost 522 1,636 Short-term lease cost 943 3,026 Lease cost - Cost of sales $ 38,167 $ 26,002 Lease cost - Operations and maintenance 3,275 9,573 Lease cost - Selling, general and administrative 1,668 2,181 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. Short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory. The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases. For the three 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, 2025 2024 Interest expense related to finance leases $ 90 $ 598 Amortization of right-of-use asset related to finance leases 375 4,971 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 three months ended March 31, 2025 and 2024: Three Months Ended March 31, 2025 2024 Operating cash outflows for operating lease liabilities $ 56,583 $ 53,140 Financing cash outflows for finance lease liabilities 1,393 3,928 Right-of-use assets obtained in exchange for new operating lease liabilities — 200,071 13 Table of C ontents The future payments due under operating and finance leases as of March 31, 2025 are as follows: Operating Leases Financing Leases Due remainder of 2025 $ 118,725 $ 2,870 2026 110,509 2,592 2027 110,559 89 2028 109,150 89 2029 85,089 89 Thereafter 241,546 762 Total lease payments $ 775,578 $ 6,491 Less: effects of discounting 221,820 146 Present value of lease liabilities $ 553,758 $ 6,345 Current lease liability $ 78,403 $ 4,039 Non-current lease liability 352,917 2,133 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 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 %. 7. Financial instruments Foreign currency risk management During 2024, the Company entered into a series of foreign exchange forward contracts and zero-cost collars to reduce exchange rate risk associated with U.S. dollar borrowings and expected capital expenditures. As of 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 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 14 Table of C ontents derivative are recognized within Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be necessary to replace the service capacity of an asset (replacement cost). The Company uses the market approach when valuing investment in equity securities and foreign exchange forward contracts which are recorded in Prepaid expenses and other current assets, net, Other non-current assets, net, and Other current liabilities on the Condensed Consolidated Balance Sheets as of 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 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. 15 Table of C ontents 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 March 31, 2025 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 4,957 — 4,957 Liabilities Contingent consideration derivative liabilities — — 40,949 40,949 Embedded contingent interest derivative — — 6,387 6,387 December 31, 2024 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 22,055 — 22,055 Liabilities Foreign exchange contracts — 1,168 — 1,168 Contingent consideration derivative liabilities — — 41,984 41,984 Embedded contingent interest derivative — — 10,629 10,629 The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of 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. 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, 2025 2024 Contingent consideration derivative liabilities - Fair value adjustment - (gain) $ ( 2,375 ) $ ( 636 ) 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. 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. 8. Restricted cash 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 Collateral for letters of credit and performance bonds 58,083 50,598 Total restricted cash $ 379,537 $ 472,696 16 Table of C ontents 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. 9. Inventory 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 Automotive diesel oil inventory 844 7,934 Bunker fuel, materials, supplies and other 23,370 28,058 Total inventory $ 66,695 $ 103,224 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . No adjustments were recorded during the three months ended March 31, 2025 and 2024. 10. Prepaid expenses and other current assets 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 Other current assets 15,782 31,199 Total prepaid expenses and other current assets, net $ 201,925 $ 205,496 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. 11. Construction in progress 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 $ 3,574,389 Additions 297,368 Impact of currency translation adjustment 84,466 Assets placed in service ( 55,110 ) Construction in progress as of March 31, 2025 $ 3,901,113 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. 17 Table of C ontents 12. Property, plant and equipment, net 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 Land 53,532 51,897 Leasehold improvements 50,403 49,862 Accumulated depreciation ( 372,759 ) ( 455,009 ) Total property, plant and equipment, net $ 5,545,980 $ 5,842,807 LNG liquefaction facilities includes the Company's first Fast LNG project, which was placed into service in the fourth quarter of 2024. The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of 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 . 13. Goodwill and intangible assets Goodwill 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. An annual impairment assessment is conducted as of October 1st of each year. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. 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 18 Table of C ontents 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 March 31, 2025 and December 31, 2024: March 31, 2025 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract $ 162,045 $ ( 8,294 ) $ ( 21,052 ) $ 132,699 17 Favorable vessel charter contracts 17,700 ( 15,935 ) — 1,765 4 Permits and development rights 61,894 ( 7,239 ) ( 2,684 ) 51,971 34 Easements 660 ( 128 ) — 532 30 Indefinite-lived intangible assets Easements 1,191 — ( 40 ) 1,151 n/a Total intangible assets $ 243,490 $ ( 31,596 ) $ ( 23,776 ) $ 188,118 December 31, 2024 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract $ 162,045 $ ( 5,942 ) $ ( 31,301 ) $ 124,802 17 Favorable vessel charter contracts 17,700 ( 14,942 ) — 2,758 4 Permits and development rights 61,894 ( 6,417 ) ( 5,793 ) 49,684 34 Easements 1,555 ( 392 ) — 1,163 30 Indefinite-lived intangible assets Easements 1,191 — ( 88 ) 1,103 n/a Total intangible assets $ 244,385 $ ( 27,693 ) $ ( 37,182 ) $ 179,510 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. 19 Table of C ontents 14. Other non-current assets, net 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 asset, net (Note 5) 13,847 20,270 Financing costs 37,499 57,568 Other 39,069 59,792 Total other non-current assets, net $ 218,464 $ 272,899 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. 15. Accrued liabilities 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 Accrued interest 143,288 84,566 Accrued bonuses 22,851 37,415 Accrued inventory 988 93,319 Other accrued expenses 49,129 62,866 Total accrued liabilities $ 268,083 $ 391,359 16. Other current liabilities 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 Contract liabilities (Note 5) 13,468 14,415 Income tax payable 90,165 88,607 Due to affiliates 4,750 11,530 Other current liabilities 26,628 30,860 Total other current liabilities $ 171,342 $ 174,829 20 Table of C ontents 17. Debt 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 Revolving Facility 725,000 1,000,000 Term Loan B, due October 2028 1,151,765 776,353 Term Loan A, due July 2027 324,373 321,573 Short-term Borrowings 168,587 179,890 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 Barcarena Debentures, due October 2028 — 194,571 Total debt $ 9,192,354 $ 8,894,835 Current portion of long-term debt $ 260,848 $ 539,132 Long-term debt 8,931,506 8,355,703 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. 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, 21 Table of C ontents 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. 22 Table of C ontents 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 months ended March 31, 2025 and 2024 consisted of the following: Three Months Ended March 31, 2025 2024 Interest per contractual rates $ 213,714 $ 123,418 Interest expense on Vessel Financing Obligation 45,240 49,087 Amortization of debt issuance costs, premiums and discounts 28,768 8,453 Interest expense incurred on finance lease obligations 90 598 Total interest costs $ 287,812 $ 181,556 Capitalized interest 74,118 104,212 Total interest expense $ 213,694 $ 77,344 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. 18. Other Long-Term Liabilities As of March 31, 2025 and December 31, 2024 , Other long-term liabilities consisted of the following: March 31, 2025 December 31, 2024 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). 19. Income Taxes 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. 23 Table of C ontents 20. Commitments and contingencies The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In the first quarter of 2025 Alunorte Alumina do Norte do Brasil S.A. ("Alunorte") initiated arbitration proceedings at the International Chamber of Commerce (“ICC”). Alunorte claims it is owed damages for alleged delays by the Company to supply gas at the Barcarena Facility and is claiming damages up to BRL 375.7 million ($ 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. 21. Earnings per share Three Months Ended March 31, 2025 2024 Basic Numerator: 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 Denominator: Weighted-average shares - basic 273,609,766 205,061,967 Net income per share - basic $ ( 0.73 ) $ 0.26 Diluted Numerator: 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 attributable to Class A common stock $ ( 200,129 ) $ 53,189 Denominator: Weighted-average shares - diluted 273,609,766 205,977,720 Net income per share - diluted $ ( 0.73 ) $ 0.26 24 Table of C ontents 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. March 31, 2025 March 31, 2024 Series A convertible preferred stock (1) — 96,746 Series B convertible preferred stock (1) 36,746 — Equity Agreement shares (2) 1,877,625 — Total 1,914,371 96,746 (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. 22. Redeemable preferred stock and stockholder's equity Redeemable preferred stock On October 1, 2024, the Company issued to Ceiba Energy 96,746 shares of the Company's 4.8 % Series B Convertible Preferred Stock, par value $ 0.01 per share and liquidation preference $ 1,000 per share (the “Series B Convertible Preferred Stock”), in exchange for all outstanding shares of the Company’s Series A Convertible Preferred Stock. Conversion to Class A common shares During the first quarter of 2025, holders of Series B Convertible Preferred Stock submitted conversion notices to convert a total of 45,000 shares of Series B Convertible Preferred Stock, including accrued and unpaid dividends of $ 107 on these shares, into 4,977,837 Class A common shares at a conversion price of $ 9.06 per share. The Company issued a total of 6,651,511 Class A common shares to the holders of Series B Convertible Preferred Stock during the three months ended March 31, 2025, which included 1,673,674 shares issued for a conversion notice received in December 2024. Redemption rights Upon the occurrence of certain events, the holders constituting at least a majority of the outstanding voting power of the Series B Convertible Preferred Stock may require the Company to repurchase the Series B Convertible Preferred Stock, in whole but not in part, for cash or shares of Class A common stock (or any combination thereof) at a repurchase price of $ 1,000 per share plus any accumulated and unpaid dividends thereon. Contingent events that would allow the holders to require repurchase by the Company include: • change in control, downgrade in the credit rating of certain of the Company's debt or if certain financial leverage ratios aren't achieved ("Change Event"). • as of the 30th trading day following March 20, 2027, if the arithmetic average of the daily volume-weighted average price of the Company's common stock for the thirty consecutive trading day period beginning on first trading day following March 20, 2027 is less than the then-applicable conversion price ("Share Price Condition"). If the Series B Convertible Preferred Stock is to be repurchased by the Company, the majority of the holders of the Series B Convertible Preferred Stock may require the Company to repurchase the Series B Convertible Preferred Stock for shares of Class A common stock. 25 Table of C ontents Dividends Holders of Series B Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 4.8 % per annum, which is payable quarterly in arrears. 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. 23. Share-based compensation The Company has granted restricted stock units ("RSUs") to select officers, employees and certain non-employees under the Incentive Plan (as defined in the 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 three months ended March 31, 2025: Restricted Stock Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2024 1,579,802 $ 32.60 Granted — — Vested ( 791,702 ) 32.60 Forfeited ( 444,858 ) 32.66 Non-vested RSUs as of March 31, 2025 343,242 $ 32.66 26 Table of C ontents 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, 2025 2024 Operations and maintenance $ 22 $ 17 Selling, general and administrative ( 251 ) 5,231 Total share-based compensation expense $ ( 229 ) $ 5,248 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 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 . 24. Related party transactions Management services Messrs. 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 $ 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 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 The Company provides certain administrative services to related parties including entities affiliated with Fortress. No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred. The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended 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. 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 27 Table of C ontents $ 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. Land leases Prior to the sale of the Company's Miami Facility in the fourth quarter of 2024, the Company leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $ 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 $ 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 . DevTech investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary. The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements. In March 2025, the Company entered into an agreement to acquire DevTech's 10 % non-controlling interest, and concurrently, terminated the consulting arrangement. A cash payment of $ 950 was made to DevTech, of which $ 822 was allocated to the value of the acquired shares of the subsidiary. The Company recognized 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. 25. Segments 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, logistics or sub-charter operations are included in this segment. • Ships includes certain vessels that are currently chartered to third parties under long-term arrangements and are part of the Energos Formation Transaction; three vessels are currently included in this segment. The Company’s investment in Energos was also included in the Ships segment prior to the disposition of this investment in the first quarter of 2024. The Company's CEO who is the CODM, uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. The CODM includes deferred earnings from contracted sales for which a prepayment was received in the current period in the segment measure. The CODM considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance. The table below presents segment information for the three months ended March 31, 2025 and 2024: 28 Table of C ontents Three Months Ended March 31, 2025 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other Consolidated Statement of operations: Total revenues $ 431,927 $ 38,609 $ 470,536 $ — $ 470,536 Less (1) : Cost of sales (3) 302,377 — 302,377 — 302,377 Vessel operating expenses — 7,176 7,176 — 7,176 Operations and maintenance 54,957 — 54,957 — 54,957 Segment Operating Margin $ 74,593 $ 31,433 $ 106,026 $ — $ 106,026 Balance sheet: Total assets $ 12,473,894 $ 554,186 $ 13,028,080 $ — $ 13,028,080 Other segmental financial information: Capital expenditures (2) $ 297,368 $ — $ 297,368 $ — $ 297,368 Three Months Ended March 31, 2024 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other Consolidated Statement of operations: Total revenues $ 647,737 $ 42,584 $ 690,321 $ — $ 690,321 Less (1) : Cost of sales (3) 229,117 — 229,117 — 229,117 Vessel operating expenses — 8,396 8,396 — 8,396 Operations and maintenance 68,548 — 68,548 — 68,548 Segment Operating Margin $ 350,072 $ 34,188 $ 384,260 $ — $ 384,260 Balance sheet: Total assets $ 10,215,582 $ 664,780 $ 10,880,362 $ — $ 10,880,362 Other segmental financial information: Capital expenditures (2) $ 484,254 $ — $ 484,254 $ — $ 484,254 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (2) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . 29 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 $ ( 197,373 ) $ 56,670 Add: Selling, general and administrative 59,271 70,754 Transaction and integration costs 11,931 1,371 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 Loss on sale of assets, net — 77,140 Loss on extinguishment of debt, net 467 9,754 Tax provision 28,670 21,624 Consolidated Segment Operating Margin $ 106,026 $ 384,260 26. Subsequent events Credit agreement amendments 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 30 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. 31 Table of C ontents