What changed in this filing

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Item 1. Financial Statements

2025-09-05 compared with 2025-06-30 · 416 added, 294 removed, 681 unchanged (51% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of March 31, 2025 and December 31, 2024

As of June 30, 2025 and December 31, 2024

(Unaudited, in thousands of U.S.

dollars, except share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

4 unchanged sentences

Inventory 74,000 103,224

Assets held for sale - current 104,553 —

Prepaid expenses and other current assets, net 317,687 205,496

6 unchanged sentences

Deferred tax assets, net 155 2,698

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

Other non-current assets, net 214,246 272,899

5 unchanged sentences

Current lease liabilities 79,060 128,362

Liabilities held for sale - current 35,894 —

Other current liabilities 108,807 174,829

3 unchanged sentences

Deferred tax liabilities, net 61,770 73,198

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

Other long-term liabilities 154,139 166,358

1 unchanged sentence

Commitments and contingencies (Note 21)

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

Series B convertible preferred stock, $ 0.01 par value, 36,746 shares authorized, issued and outstanding as of June 30, 2025 ( 96,746 as of December 31, 2024);

aggregate liquidation preference of $ 36,746 and $ 96,746 at June 30, 2025 and December 31, 2024

41,154 90,570

Stockholders’ equity

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

Class A common stock, $ 0.01 par value, 750 million shares authorized, 274.2 million issued and outstanding as of June 30, 2025;

266.5 million issued and outstanding as of December 31, 2024

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

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New Fortress Energy Inc.

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

For the three months ended March 31, 2025 and 2024

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

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating revenue $ 227,204 $ 291,222 $ 612,085 $ 900,726

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Depreciation and amortization 52,870 37,413 105,927 87,904

Goodwill impairment expense 582,172 — 582,172 —

Asset impairment expense 117,312 4,272 117,558 4,272

Loss on sale of assets, net — 77,140

(Gain) loss on sale ( 472,699 ) — ( 472,699 ) 77,140

Total operating expenses 689,020 383,678 1,178,035 889,495

3 unchanged sentences

Loss on extinguishment of debt, net 20,320 — 20,787 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

Loss before income taxes ( 557,794 ) ( 83,425 ) ( 726,497 ) ( 5,131 )

Tax (benefit) provision ( 967 ) 3,435 27,703 25,059

Net loss ( 556,827 ) ( 86,860 ) ( 754,200 ) ( 30,190 )

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

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

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

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

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Currency translation adjustment $ 34,335 $ ( 20,557 ) $ 58,588 $ ( 28,265 )

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

Comprehensive loss ( 522,492 ) ( 107,417 ) ( 695,612 ) ( 58,455 )

Comprehensive income (loss) attributable to non-controlling interest 616 ( 1,963 ) ( 2,263 ) ( 4,193 )

Comprehensive loss attributable to stockholders $ ( 521,876 ) $ ( 109,380 ) $ ( 697,875 ) $ ( 62,648 )

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

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New Fortress Energy Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2025 and 2024

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

(Unaudited, in thousands of U.S.

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deficit) Accumulated

comprehensive

(loss) income Non-controlling

comprehensive income Non-controlling

Interest Total

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Balance as of March 31, 2025 36,746 $ 40,708 273,790,539 $ 2,738 $ 1,722,829 $ ( 3,766 ) $ 26,671 $ 123,054 $ 1,871,526

Net income (loss) — — — — — ( 554,631 ) — ( 2,196 ) ( 556,827 )

Other comprehensive income (loss) — — — — — — 32,755 1,580 34,335

Share-based compensation expense — — — — 5,250 — — — 5,250

Issuance of shares for vested share-based compensation awards — — 720,642 7 — — — — 7

Shares withheld from employees related to share-based compensation, at cost — — ( 309,718 ) ( 3 ) ( 1,648 ) — — — ( 1,651 )

Dividends — 446 — — ( 446 ) — — — ( 446 )

Balance as of June 30, 2025 36,746 $ 41,154 274,201,463 $ 2,742 $ 1,725,985 $ ( 558,397 ) $ 59,426 $ 122,438 $ 1,352,194

Series A convertible preferred stock Class A common stock Additional

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Balance as of March 31, 2024 96,746 $ 96,655 205,041,824 $ 2,050 $ 1,043,652 $ 561,422 $ 64,179 $ 128,324 $ 1,799,627

Net income — — — — — ( 88,854 ) — 1,994 ( 86,860 )

Other comprehensive income — — — — — — ( 20,526 ) ( 31 ) ( 20,557 )

Share-based compensation expense — — — — 20,064 — — — 20,064

Issuance of shares for vested share-based compensation awards — — 34,578 — — — — — —

Shares withheld from employees related to share-based compensation, at cost — — ( 11,074 ) — ( 290 ) — — — ( 290 )

Dividends — 1,190 — — — ( 21,697 ) — ( 3,019 ) ( 24,716 )

Balance as of June 30, 2024 96,746 $ 97,845 205,065,328 $ 2,050 $ 1,063,426 $ 450,871 $ 43,653 $ 127,268 $ 1,687,268

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

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New Fortress Energy Inc.

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2025 and 2024

For the six months ended June 30, 2025 and 2024

(Unaudited, in thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

3 unchanged sentences

Deferred taxes 590 ( 13,860 )

Loss on asset sales — 77,140

Goodwill impairment expense 582,172 —

Asset impairment expense 117,558 4,272

Loss on extinguishment of debt 20,787 9,754

(Gain) loss on sale ( 472,699 ) 77,140

(Earnings) recognized from vessels chartered to third parties transferred to Energos ( 23,329 ) ( 51,674 )

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

Other 30,549 62,077

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of Jamaica Business disposition:

(Increase) in receivables ( 14,951 ) ( 114,030 )

3 unchanged sentences

Increase in accounts payable/accrued liabilities 98,782 255,337

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

(Decrease) in lease liabilities ( 39,857 ) ( 126,311 )

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

(Decrease) increase in other liabilities ( 61,012 ) 44,558

Net cash (used in) provided by operating activities ( 384,156 ) 162,968

2 unchanged sentences

Sale of equity method investment — 136,365

Sale of Jamaica Business 949,456 —

Asset sales — 328,999

Other investing activities 4,791 ( 1,694 )

Net cash used in investing activities ( 335,915 ) ( 219,780 )

Net cash provided by (used in) investing activities 301,449 ( 882,715 )

Cash flows from financing activities

4 unchanged sentences

Other financing activities ( 6,317 ) ( 5,033 )

Net cash provided by financing activities 204,456 157,617

Net cash (used in) provided by financing activities ( 110,428 ) 735,679

Impact of changes in foreign exchange rates on cash and cash equivalents 48,965 ( 28,898 )

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Principal payments on financing obligation to Energos by third party charters ( 17,027 ) ( 6,445 )

Proceeds held in escrow 98,635 —

Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition — ( 125,195 )

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash and cash equivalents $ 551,109 $ 132,960

Restricted cash 270,298 164,888

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 $ 821,407 $ 297,848

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

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New Fortress Energy Inc.

1 unchanged sentence

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 liquefaction, regasification and power generation operations in the United States, Brazil and Mexico.

The Company has marine operations with vessels operating under time charters and in the spot market globally.

The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships.

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

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

The Company's CODM is its Chief Executive Officer.

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").

The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair presentation of the financial position, results of operations and cash flows of the Company for the interim periods presented.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K/A for the year ended December 31, 2024 (the "Annual Report").

Certain prior year amounts have been reclassified to conform to current year presentation.

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

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.

The Company's going concern assessment included the following considerations;

• In the first and second quarters of 2025, the Company recognized operating losses and negative operating cash flows, and this decline in earnings accelerated in the second quarter of 2025.

The Company’s forecasted cash flows are expected to be impacted by, among other things, (i) reduced earnings following the sale of the Jamaica Business, (ii) increased interest expense, and (iii) cash tax payments resulting from the taxable gain on the sale of the Company’s Jamaica Business in May 2025.

• The Company was required to provide a $ 79,100 bank guarantee to holders of the PortoCem Debentures on or before August 17, 2025;

this guarantee was not provided by the deadline, and as a result, a majority of debenture holders have the right to call for a meeting of holders and declare an event of early maturity.

If the debenture holders exercise their right to declare an early maturity, substantially all of the Company’s outstanding indebtedness would be payable on demand.

• As of the date of this filing, the Company does not expect to be in compliance with the consolidated first lien ratio or the fixed charge coverage ratio included within the Revolving Facility, Letter of Credit Facility and Term Loan A Credit Agreement for the fiscal quarter ending September 30, 2025.

If the Company is not in compliance with these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A and require cash collateralization of all outstanding letters of credit.

If lenders choose to accelerate under those facilities, substantially all of the Company’s outstanding indebtedness would be payable on demand.

If substantially all of the Company's outstanding indebtedness is accelerated, the Company would not have sufficient liquidity or capital resources to satisfy the outstanding principal obligations.

• As of June 30, 2025, the Company has $ 510,879 of aggregate principal amount outstanding under the 2026 Notes, which mature on September 30, 2026.

If more than $ 100,000 of the 2026 Notes remain outstanding 91 days prior to the maturity date (the "Springing Maturity Date"), the outstanding principal of $ 2,730,127 under the New 2029 Notes becomes due.

If any of the 2026 Notes remain outstanding 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

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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.

If any of the 2026 Notes remain outstanding on the Springing Maturity Date, the outstanding balance under the Revolving Facility becomes due.

As of June 30, 2025, the Revolving Facility was fully drawn with $ 710,400 in revolving loans plus $ 19,533 in letters of credit.

Additionally, if any of the 2026 Notes remain

outstanding on July 31, 2026, the outstanding principal under the Term Loan B (as defined below) becomes due.

Also, if any of the 2026 Notes remain outstanding 60 days prior to the maturity date of the 2026 Notes, the outstanding principal under the Term Loan A (as defined below) become due.

As of June 30, 2025, there was $ 295,000 outstanding under the Term Loan A and $ 1,269,259 outstanding under the Term Loan B.

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

The Company is currently engaged in discussions with holders of the PortoCem Debentures to obtain a waiver of the debenture holders’ ability to declare an event of early maturity.

Should the Company not be in compliance with covenants in the Revolving Facility, Letter of Credit Facility and Term Loan A, the Company will engage in negotiations with these lenders to obtain a waiver to avoid acceleration of outstanding balances.

The Company has also initiated a process to evaluate strategic alternatives and has retained a financial advisor to assist in this evaluation.

The Company, along with its advisors, is considering all options available, including asset sales, capital raising, debt amendments and refinancing transactions, and other strategic transactions that seek to provide additional liquidity and relief from acceleration under its debt agreements.

There are inherent uncertainties as the outcome of these negotiations and potential transactions described above are outside management’s control, and therefore there are no assurances that management will be successful in these negotiations and that any of these potential transactions will occur.

In addition, there can be no assurances that these transactions will sufficiently improve the Company's liquidity or that the Company will otherwise realize the anticipated benefits.

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

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

18 unchanged sentences

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.

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.

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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

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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.

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

for cash consideration of $ 1,055,000 , subject to certain purchase price adjustments.

On May 14, 2025, the Company completed the sale of the Jamaica Business.

After the repayment of all outstanding South Power Bonds in the amount of $ 227,157 (Note 18) and payment of certain transaction costs in the amount of $ 50,903 , the Company received net proceeds of approximately $ 678,480 , with an additional $ 98,635 of proceeds held in escrow.

Proceeds held in escrow of $ 79,192 are presented within Prepaid expenses and other current assets, net (Note 10) relating to estimated purchase price adjustment and certain indemnification matters, which are expected to resolve within the next 12 months.

The remaining proceeds held in escrow relating to indemnifications for certain tax related matters are presented within Other non-current assets, net (Note 15) on the Condensed Consolidated Balance Sheets as these proceeds are expected to be released to the Company during the year ending December 31, 2029.

The book value of the Jamaica Business at the time of sale was $ 575,374 and the Company recognized a gain of $ 472,699 during the six months ended June 30, 2025, which is presented in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company incurred $ 70,869 of transaction costs directly attributable to the sale, including fees for novating a vessel charter to the buyer and contingent fees due to the Company's advisors.

These transaction costs are presented within Transactions and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company also recognized guarantee liabilities of $ 4,659 associated with the escrow indemnification matters, which are presented within Other current liabilities and Other non-current liabilities on the Condensed Consolidated Balance Sheets.

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

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

Until the date of sale, the Company

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

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

Cash and cash equivalents $ 6,434

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Total non-current assets $ 685,687

Total assets held for sale $ 738,207

Liabilities held for sale

Total assets $ 788,743

Accounts payable $ 6,805

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Total non-current liabilities $ 169,671

Total liabilities held for sale $ 171,292

Total liabilities $ 213,369

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

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Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

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

1 unchanged sentence

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 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 six months ended June 30, 2024 in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company's contract to provide emergency power services to support the grid stabilization project was also terminated as part of the sale transaction.

All unrecognized contract liabilities and cost to fulfil at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (See Note 5).

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

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

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

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.

In March 2024, the Company was awarded a gas sale agreement with PREPA pursuant to which the Company provides gas supply to the sold turbines, which expired in March 2025.

During 2025, the Company and PREPA agreed to a series of short-term extensions of the gas supply agreement while working towards a long-term solution that is in the best interests of both parties and achieves our mutual goal of sustained, efficient power generation for Puerto Rico.

The gas supply agreement is currently set to expire on September 12, 2025.

There can be no assurances that the long-term gas sale agreement will be executed, and to the extent the Company is not able to execute such an agreement, the Company's future results of operations could be adversely impacted and the impact could be material.

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.

LNG cargo sales for the three and six months ended June 30, 2025 were $ 24,304 and $ 207,035 , respectively.

LNG cargo sales for both the three and six months ended June 30, 2024 were $ 24,502 .

The table below summarizes the activity in Other revenue:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest income and other revenue $ — $ 4,746 $ 11,449 $ 9,677

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Total other revenue $ 27,749 $ 84,368 $ 67,968 $ 118,530

Operation and maintenance revenue is recognized by the Company's subsidiary, Genera PR LLC ("Genera"), under its contract for the operation and maintenance of PREPA's thermal generation assets.

Operation and maintenance reve nue 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.

Amounts recognized in the three and six months ended June 30, 2025 include fixed fees and reimbursement of pass-through expenditures.

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

As of 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.

As of June 30, 2025 and December 31, 2024, receivables related to revenue from contracts with customers totaled $ 260,889 and $ 330,944 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 13,571 and $ 13,629 , respectively.

Other items included in Receivables, net not related to revenue from contracts with customers represent leases, which are accounted for outside the scope of ASC 606.

Contract assets include unbilled amounts resulting from contracts with variable considerations, in which the performance obligation is satisfied and revenue is recognized.

The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related

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performance obligations.

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

March 31, 2025 December 31, 2024

The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations.

The contract assets and contract liabilities balances as of June 30, 2025 and December 31, 2024 are detailed below:

June 30, 2025 December 31, 2024

Contract assets, net - current $ 31,662 $ 44,902

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Amounts included in contract liabilities at the beginning of the year $ 2,265 $ 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.

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

The Company has recognized costs to fulfill contracts with customers, which primarily consist of expenses required to enhance resources to deliver under agreements with these customers.

These costs can include set-up and mobilization costs incurred ahead of the service period, and such costs will be recognized on a straight-line basis over the expected terms of the agreement.

As of 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 June 30, 2025, the Company has capitalized $ 12,828 , of which $ 1,602 of these costs is presented within Prepaid expenses and other current assets, net and $ 11,226 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

As of December 31, 2024, the Company had capitalized $ 22,797 , of which $ 2,205 of these costs was presented within Prepaid expenses and other current assets, net and $ 20,592 was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

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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

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

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

Period Revenue

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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.

In February 2024, the Company sold substantially all of its stake in Energos and therefore, Energos was no longer an affiliate.

Vessels that are chartered to customers under operating leases are recognized within Vessels in Note 12.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

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Property, plant and equipment, net $ 522,790 $ 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

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

Three Months Ended March 31,

The components of lease income from vessel operating leases for the three and six months ended June 30, 2025 and 2024 are shown below.

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

The operating lease income shown below for the three and six months ended June 30, 2024 includes revenue of $ 42,578 and $ 85,162 , respectively, from third-party charters of vessels included in the Energos Formation Transaction.

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operating lease income $ 44,231 $ 49,944 $ 85,138 $ 93,303

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Total operating lease income $ 46,739 $ 52,416 $ 92,175 $ 99,071

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

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

Leases, as lessee

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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.

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The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period.

As of 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

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

June 30, 2025 December 31, 2024

Operating right-of-use-assets $ 419,789 $ 599,937

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Total non-current lease liabilities $ 341,509 $ 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.

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

For the three months ended March 31, 2025 and 2024, the Company’s operating lease cost recorded within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income was as follows:

Three Months Ended March 31,

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

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Fixed lease cost $ 35,284 $ 43,154 $ 76,929 $ 76,248

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Lease cost - Selling, general and administrative 852 2,212 2,521 4,393

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

For the three months ended June 30, 2025 and 2024, the Company has capitalized $ 2,479 and $ 22,208 of lease costs, respectively.

For the six months ended June 30, 2025 and 2024, the Company has capitalized $ 7,137 and $ 37,137 of lease costs, respectively.

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

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

For the three 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,

For the three and six months ended June 30, 2025 and 2024, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income were as follows:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest expense related to finance leases $ 77 $ 124 $ 167 $ 722

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Cash paid for operating leases is reported in operating activities in the Condensed Consolidated Statements of Cash Flows.

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

Three Months Ended March 31,

Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2025 and 2024:

Six Months Ended June 30,

Operating cash outflows for operating lease liabilities $ 92,318 $ 100,246

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Right-of-use assets obtained in exchange for new operating lease liabilities — 206,344

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

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

Operating Leases Financing Leases

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Non-current lease liability 340,289 1,220

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 %.

As of June 30, 2025, the weighted average remaining lease term for operating leases was 7.2 years and finance leases was 3.0 years .

The weighted average discount rate associated with operating leases as of June 30, 2025 was 10.8 % and as of December 31, 2024 was 10.3 %.

The weighted average discount rate associated with finance leases as of June 30, 2025 was 5.3 % and as of December 31, 2024 was 5.2 %.

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

Financial instruments

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dollar borrowings and expected capital expenditures.

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

As of June 30, 2025, t he notional amount of outstanding foreign exchange contracts was approximately $ 61,920 .

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 amount of loss (gain) recognized in Other expense (income) expense, net in

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

Financial instrument Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Foreign exchange forward contracts $ 257 $ ( 3,966 ) $ 13,993 $ ( 3,144 )

Zero-cost collar options 3,638 ( 6,950 ) 4,265 ( 6,950 )

Total $ 3,895 $ ( 10,916 ) $ 18,258 $ ( 10,094 )

The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions.

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This contingent interest feature meets the definition of a derivative and requires bifurcation from the debt host contract.

Changes to the fair value of this

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

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

Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs.

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• 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.

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The Company estimates fair value of the embedded contingent interest derivative using a discounted cash flows method with discount rate based on the effective interest rate for the debt host instrument as well as a probability of the contingent events occurring.

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

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

Level 1 Level 2 Level 3 Total

March 31, 2025

June 30, 2025

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

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

The table below summarizes the fair value adjustment to instruments measured at Level 3 in the fair value hierarchy.

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

Three Months Ended March 31,

The adjustments to contingent consideration derivative liabilities and embedded contingent interest derivative for the three and six months ended June 30, 2025 and 2024 are shown below.

These adjustments have been recorded within Other expense (income), net, and Interest expense, net, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Contingent consideration derivative liabilities - Fair value adjustment - (gain) $ ( 3,830 ) $ ( 1,668 ) $ ( 6,205 ) $ ( 2,304 )

Embedded contingent interest derivative - Fair value adjustment - (gain) ( 1,597 ) — ( 5,839 ) —

During the three 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 three and six months ended June 30, 2025 and 2024, the Company had no transfers in or out of Level 3 in the fair value hierarchy.

During the first quarter of 2024, the Company sold substantially all of its investment in Energos;

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Restricted cash

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

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

Cash restricted under the terms of loan agreements $ 230,916 $ 422,098

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Total restricted cash $ 270,298 $ 472,696

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

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

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

LNG and natural gas inventory $ 51,152 $ 67,232

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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.

No adjustments were recorded during the three and six months ended June 30, 2025 and 2024 .

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

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

June 30, 2025 December 31, 2024

Prepaid expenses $ 24,425 $ 28,667

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Contract assets (Note 5)

31,662 44,902

Due from affiliates 3,349 2,627

Proceeds held in escrow (Note 4) 79,192 —

Derivative asset 515 19,807

Other current assets 55,246 11,392

Total prepaid expenses and other current assets, net $ 317,687 $ 205,496

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

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

Construction in progress

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

March 31, 2025

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

June 30, 2025

Construction in progress as of December 31, 2024

Additions 519,618

Asset impairment expense (Note 13) ( 111,640 )

Impact of currency translation adjustment 158,812

Assets placed in service ( 66,954 )

Construction in progress as of March 31, 2025

Interest expense of $ 74,118 and $ 104,212 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2025 and 2024, respectively.

Dispositions (Note 4)

Construction in progress as of June 30, 2025

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

The Company has significant development activities in Latin America.

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

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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

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

June 30, 2025 December 31, 2024

LNG liquefaction facilities $ 3,269,659 $ 3,316,504

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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 .

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

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

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

Impairment of long-lived assets

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

Due to the goodwill impairment triggering event identified in May 2025 (Note 14), the Company performed a recoverability test of its long-lived assets, including ROU assets and definite lived intangible assets.

This analysis uses estimated undiscounted cash flow projects expected to be generated over the remaining useful life of the primary asset of the asset group at the lowest level with identifiable cash flows that are independent of other assets.

Based on the recoverability tests performed, the Company recorded an impairment charge of $ 117,311 in the Terminals and Infrastructure segment, primarily relating to the Lakach deepwater project in the amount of $ 47,294 , and the development project in Pennsylvania in the amount of $ 48,155 .

The Company has determined that it was not probable that it would pursue development of the Lakach deepwater project, and after this impairment, there are no longer any costs capitalized for this project.

In testing the recoverability of the capitalized costs for the development project in Pennsylvania, the Company used a range of possible outcomes (which included using the land for a potential data center project) and concluded that the asset group was not recoverable.

Accordingly, the Company recognized an impairment charge to reduce the carrying value of the asset group to its estimated fair value.

The determination of the estimated fair value of the asset group used analyses obtained from independent third-party valuation specialists based on market observable inputs, representing Level 2 assets determined based on Level 2 inputs.

We determined that, other than the impairments outlined above, (1) the Company's remaining long-lived assets, including ROU assets and definite lived intangible assets, were recoverable and (2) no adjustments to the remaining useful lives were necessary.

There were no material impairment charges during the three months ended March 31, 2025 or the three and six months ended June 30, 2024.

The Company measures fair value of certain assets on a non-recurring basis when GAAP requires the application of fair value, including events or changes in circumstances that indicate that carrying amounts of assets may not be recoverable.

Assets subject to these measurements include goodwill (Note 14), intangible assets, property, plant and equipment and leased assets.

We record such assets at fair value when it is determined the carrying value may not be recoverable.

Depending on the underlying nature of the asset group, fair value measurements for assets subject to impairment tests are determined using a market approach, which uses Level 2 input, including quoted prices for similar assets or market corroborated inputs ;

or an income approach, which uses Level 3 inputs, including assumptions as to future cash flows from operations of the underlying assets.

Goodwill and intangible assets

Upon classification of the Jamaica Business as held for sale on March 31, 2025, the Company allocated $ 172,094 of goodwill from the Terminals and Infrastructure Reporting unit to include in the carrying value of the disposal group on a relative fair value basis.

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

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

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

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

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

Management is

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

During the three months ended June 30, 2025, the Company identified an interim impairment triggering event due to the significant decline in the Company's stock price.

Using level 3 inputs, the Company performed a quantitative assessment of each of the reporting units using the income approach, specifically a discounted cash flow method.

This method requires us to apply significant assumptions and unobservable inputs, including projected EBITDA, weighted average cost of capital ("WACC") (and estimates included in the WACC) and terminal growth rate.

Based on the impairment assessment, the Company recorded an impairment charge in the Terminals and Infrastructure reporting unit primarily as a result of (i) the significant increase in the WACC which reflected a higher company specific risk premium, and (ii) a reduction in

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

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

Terminals and infrastructure Ships Total

Balance as of December 31, 2024 $ 750,412 $ 15,938 $ 766,350

Adjustments 16,380 — 16,380

Divestitures (1)

( 184,620 ) — ( 184,620 )

Impairment losses ( 582,172 ) — ( 582,172 )

Balance as of June 30, 2025

$ — $ 15,938 $ 15,938

(1) Upon classification of the Jamaica Business as held for sale on March 31, 2025, the Company allocated $ 172,094 of goodwill from the Terminals and Infrastructure reporting unit to include in the carrying value of the disposal group on a relative fair value basis.

On May 14, 2025, the Company allocated $ 12,526 of additional goodwill to the Jamaica Business and subsequently derecognized the allocated goodwill with the assets and liabilities of the Jamaica Business (See Note 4).

Intangible assets

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

March 31, 2025

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

June 30, 2025

Gross Carrying

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$ 162,045 $ ( 10,909 ) $ ( 13,685 ) $ 137,451 17

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

Permits and development rights 61,894 ( 8,377 ) 2,001 55,518 34

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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.

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

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

In the third quarter of 2023, An Bord Pleanála (“ABP”), Ireland's planning commission, denied our application for the development of an LNG terminal and power plant.

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however, management continues to assess all options in respect of future developments for the land held.

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Other non-current assets, net

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

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

Long term receivables $ 118,798 $ 114,677

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Total other non-current assets, net $ 214,246 $ 272,899

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

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

In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier (Note 19).

In exchange for this guarantee, the Company will receive payments totaling $ 126,668 from the counterparty.

These payments will be made between the third quarter of 2026 through the first quarter of 2028, and the discounted value of the payment stream has been recorded as a long-term receivable of $ 116,423 and $ 114,677 as of March 31, 2025 and December 31, 2024, respectively .

These payments will be made between the third quarter of 2026 through the first quarter of 2028, and the discounted value of the payment stream has been recorded as a long-term receivable of $ 118,798 and $ 114,677 as of June 30, 2025 and December 31, 2024, respectively .

Financing costs includes deferred costs associated with the Company's Revolving Facility.

Other non-current assets includes the development costs for hosted software products, 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.

Other non-current assets includes the development costs for hosted software products, proceeds held in escrow from the sale of the Jamaica Business (Note 4), and investments in equity securities, which includes investments without a readily determinable fair value of $ 8,678 as of both June 30, 2025 and December 31, 2024.

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

Accrued liabilities

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

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

Accrued development costs $ 48,626 $ 113,193

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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

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

June 30, 2025 December 31, 2024

Derivative liabilities $ 38,555 $ 29,417

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Total other current liabilities $ 108,807 $ 174,829

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

March 31, 2025 December 31, 2024

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

June 30, 2025 December 31, 2024

Corporate debt

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Brazil Financing Notes, due August 2029 357,068 —

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

Turbine Financing, due July 2027 138,175 142,549

EB-5 Loan, due July 2028 98,820 98,647

South Power 2029 Bonds, due May 2029 — 217,871

Barcarena Debentures, due October 2028 — 194,571

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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 fair value of the Company's long-term debt was $ 5,785,322 and $ 9,087,890 as of June 30, 2025 and December 31, 2024, respectively, and is classified as Level 2 within the fair value hierarchy.

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

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Significant changes to the Company's outstanding debt are described below.

Revolving Facility

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

In May 2025, the Company repaid $ 270,000 of outstanding balance under the Revolving Facility which permanently reduced the borrowing capacity to $ 730,000 .

As a result, the Company recognized a Loss on extinguishment of debt, net of $ 10,634 i n the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income representing write-off of unamortized deferred financing costs.

As of June 30, 2025, total remaining unamortized deferred financing costs for the Revolving Facility were $ 24,002 .

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

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Revolving Facility for the fiscal quarter ending September 30, 2025.

If the Company is not compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of all outstanding balances under the Revolving Facility.

At this point, substantially all of the Company’s outstanding indebtedness would be payable on demand.

Letter of Credit Facility

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

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Letter of Credit Facility for the fiscal quarter ending September 30, 2025.

If the Company is not in compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to require 102% cash collateralization of all letters of credit outstanding under the Letter of Credit Facility.

If the Company does not adequately collateralize the outstanding letters of credit, certain of the Company’s outstanding indebtedness would be payable on demand.

Term Loan B Credit Agreement

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The Company may prepay the Term Loan B at its option subject to prepayment premiums until March 10, 2028 and customary break funding costs.

The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales,

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condemnations, and debt and convertible securities issuances and with the Company's Excess Cash Flow (as defined in the amendment), in each case subject to certain exceptions and thresholds.

The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances and with the Company's Excess Cash Flow (as defined in the

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.

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The additional third party costs associated with the amendment of $ 2,880 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

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

As of June 30, 2025, total remaining unamortized deferred financing costs, including the un amortized original issue discount, for the Term Loan B was $ 114,055 .

In connection with the amendment, all unused term loan commitments under the Term Loan A Credit Agreement were terminated.

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As a result of the amendment, $ 18,121 of origination, structuring and other fees, which were previously capitalized in Other non-current assets on the Condensed Consolidated Balance Sheet were recognized as interest expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

In May 2025, the Company entered into an additional amendment to the Term Loan A Credit Agreement, which, among other things, (i) requires $ 55,000 of proceeds from the sale of the Jamaica Business to be used to prepay a portion of loans currently outstanding;

(ii) increases the applicable margin to 6.70 % for SOFR loans and 5.70 % for Base Rate Loans and implement a Term SOFR floor of 4.30 % for the initial term loans and a base rate minimum of 5.30 %;

(iii) requires the Company to make mandatory prepayments with 12.5 % of proceeds of a $ 659,000 request for equitable adjustment and any other proceeds related to the early termination of contracts associated with the grid stabilization project in Puerto Rico, if and when such proceeds are received.

Additionally, this amendment amends certain of the financial covenants, whereby the consolidated first lien debt ratio cannot exceed (i) 6.75 to 1.00, for the fiscal quarter ending September 30, 2025, (ii) 6.50 to 1.00, for the fiscal quarter ending December 31, 2025, (iii) 7.25 to 1.00, for the fiscal quarters ending March 31, 2026 and September 30, 2026 and (iv) 6.75 to 1.00, for the fiscal quarter ending December 31, 2026 and each fiscal quarter thereafter.

The amendment added a fixed charge coverage ratio covenant and removed the debt to total capitalization covenant.

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

The first lien debt ratio and the fixed charge coverage ratio covenants were waived for the fiscal quarter ended June 30, 2025.

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio for the fiscal quarter ending September 30, 2025.

If the Company is not compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the remaining outstanding principal under the Term Loan A.

At this point, substantially all of the Company’s outstanding indebtedness would be payable on demand.

In May 2025, the Company repaid $ 55,000 of the Term Loan A Credit Agreement using proceeds from the sale of the Jamaica Business (Note 4).

This repayment was recognized as a partial extinguishment of debt, and a portion of unamortized deferred financing costs of $ 3,806 were written off within Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of June 30, 2025, total remaining unamortized deferred financing costs and debt discount reducing the principal were $ 19,426 .

Brazil Financing Notes

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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.

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 $ 4,171 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 .

As of June 30, 2025, total remaining unamortized deferred financing costs , including the unamortized original issue discount, for the Brazil Financing Notes were $ 10,868 .

PortoCem Debentures

The PortoCem Debentures included a non-automatic early maturity provision whereby upon multiple downgrades of the Company’s credit rating, early maturity may be declared if approved by the majority of debenture holders.

The PortoCem Debentures included a non-automatic early maturity provision whereby upon multiple downgrades of the Company’s cr edit 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.

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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 5, 2025, the Company received an additional downgrade of its credit rating, which triggered an additional non-automatic event of early maturity under the PortoCem Debenture.

On June 26, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade.

No additional collateral was required;

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

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

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however, the Company was required to provide $ 50,000 of the previously required bank guarantee on or before July 7, 2025.

The remaining $ 79,100 bank guarantee was due on or before August 17, 2025.

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

The Company provided the required $ 50,000 bank guarantee on July 9, 2025, subsequent to the required deadline of July 7, 2025.

On August 7, 2025 the debenture holders unanimously waived their ability to declare an early maturity event due to the failure to timely meet this condition in the previous waiver.

Additionally, the Company did not provide the required $ 79,100 bank guarantee by the deadline, and is currently in discussions with the debenture holders to delay or eliminate this requirement.

As the required $ 79,100 bank guarantee has not been delayed or eliminated and was not provided on or before August 17, 2025, a majority of debenture holders have the right to call for a meeting of holders and declare an event of early maturity.

If the debenture holders exercise their right to declare an early maturity, substantially all of the Company’s outstanding indebtedness would be payable on demand.

South Power 2029 Bonds

On May 14, 2025, the Company completed the sale of the Jamaica Business.

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

The Company recognized a Loss on extinguishment of debt, net of $ 5,880 in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Interest expense

Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project.

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

Three Months Ended March 31,

Interest expense, net of amounts capitalized, recognized for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest per contractual rates $ 209,544 $ 128,998 $ 423,258 $ 252,416

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Total interest expense $ 206,408 $ 80,399 $ 420,102 $ 157,743

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.

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

Other Long-Term Liabilities

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

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

2025 December 31,

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10,500 11,750

Accrued interest 5,770 9,398

Other 13,804 5,487

Total other long-term liabilities $ 154,139 $ 166,358

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

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

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

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 effective tax rate for the three months ended June 30, 2025 was 0.2 % compared to ( 4.1 )% for the three months ended June 30, 2024 .

The total ta x benefit for the three months ended June 30, 2025 was $ 967 compared to a provision of $ 3,435 for the three months ended J une 30, 2024.

The effective tax rate for the six months ended June 30, 2025 was ( 3.8 )% compared to ( 488.4 )% for the six months ended June 30, 2024.

The total ta x provision for the six months ended June 30, 2025 was $ 27,703 compared to a provision of $ 25,059 for the six months ended June 30, 2024.

The Company recognized a tax provision on year-to-date pre-tax losses principally from changes in valuation allowances, expected taxes due on the gain on sale of the Jamaica Business, and taxation of foreign earnings including estimated tax liabilities under the Pillar Two framework.

On July 4, 2025, the One Big Beautiful Bill Act "OBBBA" was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment of certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing its impact on our consolidated financial statements and tax provision.

The Organization for Economic Cooperation and Development (OECD) released the Pillar Two model rules to reform international corporate taxation that aim to ensure that applicable multinationals pay a minimum global effective tax rate of 15%.

The rules are passed into national legislation based on each country's approach, and some countries already enacted or substantively enacted the rules.

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.

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As a result, the Company may be subject to Pillar Two tax obligations which would increase the Company's total tax expense.

Tax expense from Pillar Two is recorded as a period cost, the estimate of which has been included in the Company's estimated annual effective tax rate for the three months ended March 31, 2025.

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Tax expense from Pillar Two is recorded as a period cost, the estimate of which has been included in the Company's estimated annual effective tax rate for the three and six months ended June 30, 2025.

Commitments and contingencies

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("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).

Alunorte claims it is owed damages for alleged delays by the Company to supply gas at the Barcarena Facility and is claiming damages up to BRL 375.7 million ($ 68.9 million using exchange rates as of June 30, 2025).

The Company believes Alunorte’s claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings.

However, due to the inherent difficulty in predicting the outcome of arbitration, the amount of any potential loss is uncertain.

The Company has not accrued any potential losses as of March 31, 2025.

The Company has not accrued any potential losses as of June 30, 2025.

Earnings per share

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net (loss) income $ ( 556,827 ) $ ( 86,860 ) $ ( 754,200 ) $ ( 30,190 )

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

Net (income) loss attributable to non-controlling interests 2,196 ( 1,994 ) ( 12 ) ( 4,583 )

Convertible preferred stock dividend ( 446 ) ( 1,190 ) ( 994 ) ( 1,332 )

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Net income per share - diluted $ ( 2.02 ) $ ( 0.44 ) $ ( 2.76 ) $ ( 0.18 )

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

March 31, 2025 March 31, 2024

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Series A convertible preferred stock (1)

— 96,746 — 96,746

Series B convertible preferred stock (1)

36,746 — 36,746 —

Equity Agreement shares (2)

4,923,432 — 4,923,432 —

Unvested RSUs — — — 1,557,599

Total 4,960,178 96,746 4,960,178 1,654,345

(1) Represents the number of unconverted Series B and Series A convertible preferred shares as of March 31, 2025 and March 31, 2024, respectively .

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

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

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

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Holders of Series B Convertible Preferred Stock are entitled to a cumulative dividend at the rate of 4.8 % per annum, which is payable quarterly in arrears.

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

The Company did not declare a dividend on its Class A common stock during the three months ended March 31, 2025.

If the Company does not declare and pay a dividend, the dividend rate will increase to 9.8 %

per annum until all accrued but unpaid dividends have been paid in full.

The Company accrued dividends of $ 446 and $ 994 on the Series B Convertible Preferred Stock during the three and six months ended June 30, 2025, respectively.

The Company accrued dividends on the Series A Convertible Preferred Stock of $ 1,190 and $ 1,332 for the three and six months ended June 30, 2024, respectively.

The amount of unpaid cumulative dividends was $ 446 as of June 30, 2025.

The Company did not declare a dividend on its Class A common stock during the three and six months ended June 30, 2025.

Under certain intercompany agreements entered into in conjunction with the Refinancing Transactions completed in the fourth quarter of 2024, New Fortress Energy Inc.

is no longer permitted to pay dividends to shareholders.

The Company declared and paid quarterly dividends on its Class A common stock totaling $ 20,503 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”).

The Company declared and paid quarterly dividends on its Class A common stock totaling $ 20,507 during the three months ended June 30, 2024, representing $ 0.10 per Class A share.

The Company declared and paid dividends of $ 41,010 during the six months ended June 30, 2024, representing $ 0.10 per Class A share.

During the three months and six months ended June 30, 2025 , the Company declared dividends of $ — and $ 3,019 to holders of Golar LNG Partners LP's ("GMLP") 8.75 % Series A Cumulative Redeemable Preferred Units (“GMLP Preferred Units”), respectively.

During the three and six months ended June 30, 2024 , the Company declared dividends of $ 3,019 and $ 6,038 to holders of the GMLP Series A Preferred Units, respectively.

The amount of unpaid cumulative dividends is $ 3,019 as of June 30, 2025 .

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

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

The fair value of RSUs on the grant date is estimated based on the 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:

The following table summarizes the RSU activity for the six months ended June 30, 2025:

Restricted Stock

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Forfeited ( 488,242 ) 32.66

Non-vested RSUs as of March 31, 2025

Non-vested RSUs as of June 30, 2025

296,472 $ 32.66

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The non-vested RSUs vest over periods from 10 months to approximately two years following the grant date.

The weighted-average remaining vesting period of non-vested RSUs totaled 0.76 years as of March 31, 2025.

For the three months ended March 31, 2025, the Company recognized compensation costs associated with equity awards in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income as follows:

Three Months Ended March 31,

The weighted-average remaining vesting period of non-vested RSUs totaled 0.51 years as of June 30, 2025.

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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Operations and maintenance $ 14 $ 82 $ 36 $ 99

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Total share-based compensation expense $ 5,250 $ 20,064 $ 5,021 $ 25,312

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

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

During 2024, the Company granted an equity award to certain employees that will settle in shares of a subsidiary owning the Company's Brazilian operations.

The grant date fair value of this award was $ 53,958 , and the award contains a service condition that will vest in annual increments through March 31, 2027 .

Compensation expense of $ 4,656 for the three months ended March 31, 2025 associated with this award is included in the table above.

Compensation expense of $ 4,708 and $ 9,364 for the three and six months ended June 30, 2025 associated with this award is included in the table above.

Compensation expense of $ 2,018 for both the three and six months ended June 30, 2024 associated with this award is included in the table above.

The Company recognizes the income tax benefits resulting from vesting of RSUs in the period of vesting, to the extent the compensation expense has been recognized.

As of 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 .

As of June 30, 2025, unrecognized compensation costs from non-vested RSUs was $ 2,734 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 33,058 .

Related party transactions

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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.

The charges under the Administrative Agreement that are attributable to the Company totaled expenses of $ 382 and a credit of $ 167 for the three months ended June 30, 2025 and 2024, respectively, and totaled expenses of $ 500 and $ 1,808 for the six months ended June 30, 2025 and 2024, respectively.

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

As of March 31, 2025 and December 31, 2024, $ 348 and $ 6,755 were due to Fortress, respectively.

As of June 30, 2025 and December 31, 2024, $ 489 and $ 6,755 were due to Fortress, respectively.

In addition to administrative services, Mr.

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

The Company incurred, at aircraft operator rates, charter costs of $ 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.

The Company incurred, at aircraft operator rates, charter costs of $ 146 and $ 514 for the three months ended June 30, 2025 and 2024, respectively, and $ 1,098 and $ 1,084 for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024, $ 197 and $ 1,146 was due to this affiliate, respectively.

Fortress affiliated entities

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No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended 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.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended June 30, 2025 and 2024, $ 362 and $ 244 of rent and office related expenses were incurred by these affiliates, respectively.

For the six months ended June 30, 2025 and 2024, $ 689 and $ 462 of rent and office related expenses were incurred by these affiliates, respectively.

As of June 30, 2025 and December 31, 2024, $ 3,349 and $ 2,637 were due from affiliates, respectively.

Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs.

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In May 2024, this affiliate assigned the office lease to the Company, and after this point, the Company no longer incurs rent expense with this affiliate.

The Company incurred rent and administrative expenses of approxim ately

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

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

The Company incurred rent and administrative expenses of approxim ately $ 217 and $ 900 for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025 and December 31, 2024, amounts d ue to Fortress affiliated entities was $ 3,614 .

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.

The Company recognized expense related to the land lease of $ 134 and $ 237 during the three and six months ended June 30, 2024, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

No amounts are due to FECI as of June 30, 2025 and December 31, 2024.

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 .

The Company recognized expense related to the land lease of $ 183 and $ 366 during the three and six months ended June 30, 2025, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of June 30, 2025, the Company recorded a right-of-use asset of $ 3,339 and a lease liability of $ 4,649 on the Condensed Consolidated Balance Sheets .

As of December 31, 2024, the Company recorded a right-of-use asset of $ 3,530 and a lease liability of $ 4,474 on the Condensed Consolidated Balance Sheets .

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A cash payment of $ 950 was made to DevTech, of which $ 822 was allocated to the value of the acquired shares of the subsidiary.

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

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

As of March 31, 2025, the Company operates in two reportable segments:

The Company recognized $ 0 and $ 136 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended June 30, 2025 and 2024, respectively, and $ 0 and $ 264 for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and December 31, 2024 , $ 0 and $ 149 were due to DevTech, respectively.

As of June 30, 2025, the Company operates in two reportable segments:

Terminals and Infrastructure and Ships:

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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:

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Three Months Ended March 31, 2025

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

Three Months Ended June 30, 2025

(in thousands of $) Terminals and

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$ 251,863 $ — $ 251,863 $ — $ 251,863

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

(in thousands of $) Terminals and

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$ 549,231 $ — $ 549,231 $ — $ 549,231

Three Months Ended June 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 385,428 $ 42,578 $ 428,006 $ — $ 428,006

Cost of sales (3)

221,860 — 221,860 — 221,860

Vessel operating expenses — 8,503 8,503 — 8,503

Operations and maintenance 39,292 — 39,292 — 39,292

Deferred earnings from contracted sales (5)

90,000 — 90,000 ( 90,000 ) —

Segment Operating Margin $ 214,276 $ 34,075 $ 248,351 $ ( 90,000 ) $ 158,351

Balance sheet:

Total assets $ 10,761,090 $ 647,287 $ 11,408,377 $ — $ 11,408,377

Other segmental financial information:

Capital expenditures (2)

$ 646,558 $ — $ 646,558 $ — $ 646,558

Six Months Ended June 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 1,033,165 $ 85,162 $ 1,118,327 $ — $ 1,118,327

Cost of sales (3)

450,977 — 450,977 — 450,977

Vessel operating expenses — 16,899 16,899 — 16,899

Operations and maintenance 107,840 — 107,840 — 107,840

Deferred earnings from contracted sales (5)

90,000 — 90,000 ( 90,000 ) —

Segment Operating Margin $ 564,348 $ 68,263 $ 632,611 $ ( 90,000 ) $ 542,611

Balance sheet:

Total assets $ 10,761,090 $ 647,287 $ 11,408,377 $ — $ 11,408,377

Other segmental financial information:

Capital expenditures (2)

$ 1,130,813 $ — $ 1,130,813 $ — $ 1,130,813

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

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

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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.

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

(5) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the second and third quarters of 2024 and prepayment for these sales was received.

Revenue has been recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income during the third and fourth quarters of 2024.

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

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands of $) 2025 2024 2025 2024

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

Net loss $ ( 556,827 ) $ ( 86,860 ) $ ( 754,200 ) $ ( 30,190 )

Selling, general and administrative 57,256 70,578 116,527 141,332

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Other (income) expense, net ( 56,262 ) 47,354 ( 120,199 ) 66,466

Loss on sale of assets, net — 77,140

(Gain) loss on sale ( 472,699 ) — ( 472,699 ) 77,140

Goodwill impairment expense 582,172 — 582,172 —

Loss on extinguishment of debt, net 20,320 — 20,787 9,754

Tax provision 28,670 21,624

Tax (benefit) provision ( 967 ) 3,435 27,703 25,059

Consolidated Segment Operating Margin $ 24,967 $ 158,351 $ 130,993 $ 542,611

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

Table of C ontents

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

The Twelfth Amendment, among other things, (i) provides for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025, (ii) permits $ 270,000 of proceeds from the sale of the Jamaica Business to be used to prepay and terminate a portion of loans and commitments currently outstanding and otherwise does not require the proceeds of the sale of the Jamaica Business to be used to prepay loans and commitments and (iii) provides that the asset sale sweep mandatory prepayment will now terminate effectiveness once aggregate commitments are reduced to $ 550,000 from $ 600,000 .

The Fifth Amendment, among other things, (i) requires $ 55,000 of proceeds from the sale of the Jamaica Business to be used to prepay a portion of loans currently outstanding and otherwise does not require the proceeds from the sale of the Jamaica Business to be used to prepay loans;

(ii) increases the applicable margin to 6.70 % for SOFR loans and 5.70 % for Base Rate Loans and implements a SOFR floor of 4.30 % and a base rate floor of 5.30 %;

(iii) requires the Company to make mandatory prepayments with 12.5 % of proceeds of a $ 659,000 request for equitable adjustment and any other proceeds related to the early termination of our FEMA contracts, if and when such proceeds are received, to pay down a portion of the indebtedness outstanding under loans thereunder and, in the case of certain asset sales, reduce the commitments thereunder.

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

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

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

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

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

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

The Eighth Amendment, among other things, provides for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025.

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

Sale of Jamaica Business

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

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

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

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

GMLP dividend

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

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

Table of C ontents

Series B Convertible Preferred Stock

On July 9, 2025, the Company notified the holders of the Series B Convertible Preferred Stock of a Change Event as a result of downgrades in the credit rating of the Company's debt, which allowed the holders to require redemption of all outstanding shares by the Company.

According to the Repurchase Notices received from the holders, on August 1, 2025, the Company redeemed a total of 36,746 shares through a conversion at a price of $ 950 per share plus accumulated and unpaid dividend of $ 761 and issued 10,351,360 shares of Class A common stock, which were delivered on August 1, 2025.

Letter of Credit Facility

On July 2, 2025, the Company entered into a deferral agreement for its Letter of Credit Agreement.

The deferral agreement deferred the date on which the Company was required to cash collateralize the letters of credit scheduled that would remain outstanding on or after July 24, 2025, the then-current maturity date (the “Cash Collateralization Requirement”) until July 17, 2025.

The Cash Collateralization Requirement was subsequently deferred in a second deferral agreement, dated July 17, 2025, until July 24, 2025.

On July 24, 2025, the Company entered into an extension agreement to its Letter of Credit Agreement.

The extension agreement extended the maturity date to July 31, 2025 and deferred the Cash Collateralization Requirement until July 31, 2025.

Pursuant to a second extension agreement on July 31, 2025, the then-current maturity date was extended to August 8, 2025 and the Cash Collateralization Requirement was deferred to August 8, 2025.

On August 8, 2025, the Company entered into the ninth amendment to its Letter of Credit Agreement to, among other things, (i) change the facility from uncommitted to committed;

(ii) extend the maturity date to November 14, 2025;

(iii) add an asset sale sweep prepayment provision;

and (iv) make certain changes to fees and pricing.

In addition, the commitments were reduced to approximately $ 195,000 and are automatically reduced on October 5, 2025 to approximately $ 155,000 .

The Company does not expect to be in compliance with the consolidated first lien debt ratio or the fixed change coverage ratio in the Letter of Credit Facility for the fiscal quarter ending September 30, 2025.

If the Company is not compliance with these covenants and this non-compliance is not waived, the lenders have the right to require 102 % cash collateralization of all letters of credit outstanding under the Letter of Credit Facility.

If the Company does not adequately collateralize the outstanding letters of credit, certain of the Company’s outstanding indebtedness would be payable on demand.

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

What changed 10-Q

Item 1. Financial Statements