What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-09-05 compared with 2025-06-30 · 313 added, 248 removed, 356 unchanged (61% of the section changed)

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We placed our first floating liquefaction unit, which we refer to as "Fast LNG" or "FLNG", into service in the fourth quarter of 2024, and we plan to source a portion of our LNG needs from this facility.

The Terminals and Infrastructure segment includes all terminal operations in Jamaica (prior to the sale of our Jamaica Business (as defined below)), Puerto Rico, Mexico and Brazil, as well as vessels utilized in our terminal or logistics operations.

The Terminals and Infrastructure segment includes all terminal operations in Puerto Rico, Mexico and Brazil, as well as vessels utilized in our terminal or logistics operations.

We centrally manage our LNG supply and the deployment of our vessels utilized in our terminal, logistics or sub-charter operations, which allows us to optimally manage our LNG supply and fleet.

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Over time, we expect to utilize these vessels in our own terminal operations as charter agreements for these vessels expire, and these vessels are expected to be included in our Terminals and Infrastructure segment at such time.

In March 2025, we entered into an equity and asset purchase agreement (the "EAPA") to sell our Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") for cash consideration of approximately $1.06 billion, subject to certain purchase

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price adjustments.

On May 14, 2025, we completed the sale of the Jamaica Business and received net proceeds of approximately $678 million, with additional $99 million proceeds held in escrow and to be returned to the Company on the release dates as stated in the EAPA.

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

Our Current Operations – Terminals and Infrastructure

Our management team has successfully employed our strategy to secure long-term contracts with significant customers, including Jamaica Public Service Company Limited (“JPS”), the sole public utility in Jamaica, South Jamaica Power Company Limited (“SJPC”), an affiliate of JPS, and Jamalco, a bauxite mining and alumina producer in Jamaica, prior to the sale of the Jamaica Business, as well as the Puerto Rico Electric Power Authority (“PREPA”) and Comisión Federal de Electricidad (“CFE”), Mexico’s power utility, each of which is described in more detail below.

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

Our assets built to service these significant customers have been designed with capacity to service other customers.

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In March 2024, our contract to provide emergency power services to support the grid stabilization project was terminated, and we completed a series of transactions that included the sale of turbines and related equipment deployed to support the grid stabilization project to PREPA.

We were also awarded a gas sale agreement with PREPA to supply up to 80 TBtu annually to PREPA's gas-fired power plants, including to the turbines that were sold to PREPA.

The contract initially has a one year term that is renewable annually for three additional annual periods.

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

In March 2024, we were also awarded a gas sale agreement with PREPA to supply up to 80 TBtu annually to PREPA's gas-fired power plants, including to the turbines that were sold to PREPA.

The contract initially expired in March 2025.

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

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

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

We are pursuing a $659 million request for equitable adjustment related to the early termination of our contract to provide emergency power services.

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In 2023, our wholly-owned subsidiary, Genera PR LLC ("Genera"), was awarded a 10-year contract for the operation and maintenance of PREPA’s thermal generation assets with the goal of reducing costs and improving reliability of power generation in Puerto Rico.

We receive an annual management fee and are eligible for performance-based incentive fees.

The service period under the contract commenced on July 1, 2023.

The service period under the contract commenced on July 1, 2023, and we receive an annual management fee for the services provided.

La Paz Facility

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We placed the La Paz Power Plant into service in the third quarter of 2023.

In the fourth quarter of 2022, we finalized short-form agreements with CFE to expand and extend our supply of natural gas to multiple CFE power generation facilities in Baja California Sur and to sell the La Paz Power Plant to CFE.

In the third quarter of 2024, we executed a 10-year gas sales agreement to supply natural gas to additional CFE facilities on take-or-pay basis.

In the third quarter of 2024, we executed an amendment to the gas sales agreement to multiple CFE power generation facilities in Baja California Sur on a take-or-pay basis that extended the term to 10 years from November 3, 2024, and amended the annual min/max quantities.

Santa Catarina Facility

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We placed our Santa Catarina Facility in service in the fourth quarter of 2024.

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(“TBG”) pipeline via an interconnection point in the municipality of Garuva.

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

The Santa Catarina

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

In August 2024, we acquired 100% of the outstanding equity interest of Usina Termeletrica de Lins S.A.

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

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

We expect to participate in the power auctions anticipated to occur in 2025 in Brazil, and to the extent that NFE is successful in these auctions, we plan to develop a gas-fired power plant using natural gas from the Santa Catarina Facility.

Montego Bay Facility

The Montego Bay Facility serves as our supply hub for the north side of Jamaica, providing natural gas to JPS to fuel the 145MW Bogue power plant in Montego Bay, Jamaica ("Bogue Power Plant").

Our Montego Bay Facility commenced commercial operations in October 2016 and is capable of processing up to 60,000 MMBtu of LNG per day and features approximately 7,000 cubic meters of onsite storage.

The Montego Bay Facility also consists of an ISO loading facility that can transport LNG to numerous on-island industrial users.

We no longer own the Montego Bay Facility after we completed the sale of the Jamaica Business, and starting in the second quarter of 2025, we will no longer reflect the results of operations from the Montego Bay Facility in our financial statements.

Old Harbour Facility

The Old Harbour Facility is an offshore facility consisting of an FSRU that is capable of processing up to 750,000 MMBtus of LNG per day.

The Old Harbour Facility commenced commercial operations in June 2019 and supplies natural gas to the 190MW Old Harbour power plant (“Old Harbour Power Plant”) operated by SJPC.

The Old Harbour Facility is also supplying natural gas to our dual-fired combined heat and power facility in Clarendon, Jamaica (“CHP Plant”).

The CHP Plant supplies electricity to JPS under a long-term agreement.

The CHP Plant also provides steam to Jamalco under a long-term take-or-pay agreement.

The Old Harbour Facility also supplies gas directly to Jamalco to utilize in their gas-fired boilers.

We no longer own the Old Harbour Facility and CHP Plant after we completed the sale of the Jamaica Business, and starting in the second quarter of 2025, we will no longer reflect the results of operations from the Old Harbour Facility and CHP Plant in our financial statements.

Our LNG Supply and Cargo Sales

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Additionally, with our own Fast LNG production, we plan to further mitigate our exposure to variability in LNG prices, and our long-term strategy is to sell substantially all cargos produced to customers on a long-term, take-or-pay basis through our downstream terminals.

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Our Current Operations – Ships

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Our projects currently under development include our development of a series of modular liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world through our Fast LNG technologies;

our LNG terminal (“Barcarena Facility”) and power plants located in Pará, Brazil;

our LNG terminal facility and power plant in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”);

our LNG terminal (“Barcarena Facility”) and power plant located in Pará, Brazil;

our LNG terminal (“Ireland Facility”) and power plant in Ireland, our first green hydrogen project ("ZeroPark I") and Klondike Digital Infrastructure, our newly-launched power and data center infrastructure business ("Klondike").

We are also in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power, LNG and natural gas, although there can be no assurance that these discussions will result in additional contracts or that we will be able to achieve our target revenue or results of operations.

our LNG terminal and power plant in Ireland (“Ireland Facility”), our first green hydrogen project ("ZeroPark I") and Klondike Digital Infrastructure, our power and data center infrastructure business ("Klondike").

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

The design, development, construction and operation of our projects are highly regulated activities and subject to various approvals and permits.

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We describe our operational and planned FLNG projects below.

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Our first Fast LNG unit has been deployed off the coast of Altamira, Tamaulipas, Mexico, and was placed into service in the fourth quarter of 2024.

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The facility will be capable of exporting up to approximately 145 billion cubic feet of natural gas per year, equivalent to approximately 2.8 MTPA of LNG.

We have been in discussions with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets.

Our initial agreements were terminated in the fourth quarter of 2023, however, NFE continues to be in active discussions with Pemex to develop or monetize an offshore project.

Puerto Sandino Facility

We are developing a liquefied natural gas receiving, transloading and regasification facility in Puerto Sandino, Nicaragua, as well as a pipeline connecting the facility with our Puerto Sandino Power Plant.

We have entered into a 25-year PPA with Nicaragua’s electricity distribution companies, and we expect to utilize approximately 57,000 MMBtu from LNG per day to provide natural gas to the Puerto Sandino Power Plant in connection with the 25-year power purchase agreement.

Construction of the terminal and power plant is substantially complete;

however, we will determine timing of final commissioning and commencement under our PPA based on the most optimal use of our LNG supply chain.

As part of our long-term strategy, we are also evaluating solutions to optimize power generation and delivery to other markets, connected to our power plant through a regional transmission line.

In the second quarter of 2025, we determined that it was no longer probable that we would pursue development of the Lakach deepwater offshore project and recorded an impairment of $47.3 million.

No further costs associated with this project are capitalized on our Consolidated Balance Sheets.

Barcarena Facility

The Barcarena Facility consists of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines.

The Barcarena Facility is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to 160,000 cubic meters of LNG.

The Barcarena Facility is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to

160,000 cubic meters of LNG.

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

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We expect the PortoCem Power Plant to be completed in 2026.

Puerto Sandino Facility

Construction of the terminal and power plant is substantially complete;

however, we will determine timing of final commissioning and commencement under our PPA based on the most optimal use of our LNG supply chain.

As part of our long-term strategy, we are also evaluating solutions to optimize power generation and delivery to other markets, connected to our power plant through a regional transmission line.

Ireland Facility

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We intend to develop and operate an LNG facility and power plant on the Shannon Estuary, near Tarbert, Ireland.

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We have commenced design, engineering and permitting for ZeroPark I.

Additionally, we have secured a binding offtake commitment for the clean hydrogen produced at ZeroPark I.

Additionally, we have secured a binding offtake commitment for the

clean hydrogen produced at ZeroPark I.

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

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Recent Developments

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

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“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 “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.

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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.

On July 2, 2025, we entered into a deferral agreement for our Letter of Credit Agreement.

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

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

On July 24, 2025, we entered into an extension agreement to our Letter of Credit Agreement.

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

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

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

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

(iii) add an asset sale sweep prepayment provision;

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

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

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

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

If we do not adequately collateralize the outstanding letters of credit, certain of our outstanding indebtedness would be payable on demand.

Other Matters

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

Results of Operations – Three Months Ended March 31, 2025 compared to Three Months Ended December 31, 2024 and Three Months Ended March 31, 2024

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

Performance of our two segments, Terminals and Infrastructure and Ships, is evaluated based on Segment Operating Margin.

Segment Operating Margin reconciles to Consolidated Segment Operating Margin as reflected below, which is a

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non-GAAP measure.

Segment Operating Margin reconciles to Consolidated Segment Operating Margin as reflected below, which is a non-GAAP measure.

We reconcile Consolidated Segment Operating Margin to GAAP Gross margin, inclusive of depreciation and amortization.

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Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to our Gross margin, and not to rely on any single financial measure to evaluate our business.

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

Three Months Ended March 31, 2025

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

Three Months Ended June 30, 2025

(in thousands of $) Terminals and

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Segment Operating Margin $ (7,198) $ 32,165 $ 24,967 $ — $ 24,967

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands of $) Consolidated

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Consolidated Segment Operating Margin (Non-GAAP) $ 24,967

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

(in thousands of $) Terminals and

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Segment Operating Margin $ 74,593 $ 31,433 $ 106,026 $ — $ 106,026

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Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

(in thousands of $) Consolidated

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Consolidated Segment Operating Margin (Non-GAAP) $ 106,026

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

(in thousands of $) Terminals and

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Segment Operating Margin $ 67,395 $ 63,598 $ 130,993 $ — $ 130,993

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

(in thousands of $) Consolidated

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Consolidated Segment Operating Margin (Non-GAAP) $ 130,993

Six Months Ended June 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

and Other (3)

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

Cost of sales (1)

450,977 — 450,977 — 450,977

Vessel operating expenses (2)

— 16,899 16,899 — 16,899

Operations and maintenance (2)

107,840 — 107,840 — 107,840

Deferred earnings from contracted sales (3)

90,000 — 90,000 (90,000) —

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

Six Months Ended June 30, 2024

(in thousands of $) Consolidated

Gross margin (GAAP) $ 454,707

Depreciation and amortization 87,904

Consolidated Segment Operating Margin (Non-GAAP) $ 542,611

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

(2) For the three months ended December 31, 2024, Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of $107.7 million which were recognized during the fourth quarter of 2024.

(2) Operations and maintenance and Vessel operating expenses are directly attributable to revenue-producing activities of our terminals and vessels and are included in the calculation of Gross margin defined under GAAP.

(3) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the second quarter 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.

Terminals and Infrastructure Segment

Three Months Ended

(in thousands of $) March 31, 2025 December 31, 2024 Change March 31, 2024 Change

(in thousands of $) June 30, 2025 March 31, 2025 Change

Total revenues $ 263,236 $ 431,927 $ (168,691)

Cost of sales (exclusive of depreciation and amortization) 208,852 302,377 (93,525)

Vessel operating expenses 1,765 — 1,765

Operations and maintenance 59,817 54,957 4,860

Segment Operating Margin $ (7,198) $ 74,593 $ (81,791)

Six Months Ended,

(in thousands of $) June 30, 2025 June 30, 2024 Change

Total revenues $ 695,163 $ 1,033,165 $ (338,002)

Cost of sales (exclusive of depreciation and amortization) 511,229 450,977 60,252

Vessel operating expenses 1,765 — 1,765

Operations and maintenance 114,774 107,840 6,934

Deferred earnings from contracted sales — 90,000 (90,000)

Segment Operating Margin $ 67,395 $ 564,348 $ (496,953)

Total revenue

Total revenue for the Terminals and Infrastructure Segment decreased by $97.0 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024, and total revenue for the Terminals and Infrastructure Segment decreased by $215.8 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

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The decrease in revenue in the first quarter of 2025 when compared to the fourth quarter of 2024 was primarily attributable to contract novation income recognized during the three months ended December 31, 2024, and a decrease in volumes delivered to downstream customers.

• The Company novated an LNG supply contract to a customer, recognizing $235.6 million within segment revenue in the fourth quarter of 2024.

No such contract novation income was recognized during the three months ended March 31, 2025.

• Volumes delivered to downstream terminal customers decreased from 18.4 TBtu in the fourth quarter of 2024 to 13.8 TBtu in the first quarter of 2025 due to maintenance at our Old Harbour and San Juan facilities.

• We recognized $182.7 million of revenue from cargos sales for the three months ended March 31, 2025 as compared to $91.9 million for the three months ended December 31, 2024.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 31% for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

The decrease in revenue in the first quarter of 2025 when compared to the first quarter of 2024 was primarily attributable to the termination of our grid stabilization project in the first quarter of 2024.

The decrease in revenue was partially offset by higher Henry Hub index pricing and cargo sales.

• For the three months ended March 31, 2025, volumes delivered to downstream customers were 13.8 TBtu as compared to 22.0 TBtu for the three months ended March 31, 2024 due to maintenance at our Old Harbour and San Juan facilities.

• The higher volumes in the first quarter of 2024 was primarily attributable to additional sales in Puerto Rico from our grid stabilization project.

Our customer terminated the grid stabilization project in the first quarter of 2024, but we continue to sell volumes into these power plants under an island-wide gas sale agreement signed with PREPA.

The agreement is set to expire in June 2025, and we are in active discussions with PREPA for an extension.

• Revenue from cargos sales was $182.7 million for the three months ended March 31, 2025.

The Company had no cargo sales for the three months ended March 31, 2024 as we were able to utilize all volumes under our supply contracts in our downstream terminal operations.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 63% for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Total revenue for the Terminals and Infrastructure Segment decreased by $168.7 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025, and total revenue for the Terminals and Infrastructure Segment decreased by $338.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

The decrease in revenue in the second quarter of 2025 when compared to the first quarter of 2025 was primarily attributable to lower cargo sales.

The reduction in volumes delivered due to the sale of our Jamaica Business in May 2025 was partially offset by increase in volumes delivered at our San Juan Facility and La Paz Facility.

• We recognized $24.3 million of revenue from cargos sales for the three months ended June 30, 2025 as compared to $182.7 million for the three months ended March 31, 2025, as we were able to utilize all volumes under our supply contracts in our downstream terminal operations.

• We delivered 3.0 TBtu from our Montego Bay Facility and Old Harbour Facility prior to the sale of our Jamaica Business in May 2025, compared to 6.4 TBtu during the three months ended March 31, 2025.

The volumes delivered to our customers from our San Juan Facility and La Paz Facility together increased from 7.4 TBtu in the first quarter of 2025 to 11.2 TBtu in the second quarter of 2025.

• The average Henry Hub index pricing used to invoice our downstream customers decreased by 6% for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

The decrease in revenue in the first half of 2025 when compared to the first half of 2024 was primarily attributable to the termination of the grid stabilization project in the first quarter of 2024 and the sale of our Jamaica Business in May 2025.

• For the six months ended June 30, 2025, volumes delivered to downstream customers were 28.0 TBtu as compared to 42.1 TBtu for the six months ended June 30, 2024.

• The higher volumes in the first half of 2024 were primarily attributable to additional sales in Puerto Rico from our grid stabilization project.

Our customer terminated the grid stabilization project in the first quarter of 2024.

Additionally, PREPA's San Juan Facility was undergoing repairs and maintenance in the first quarter of 2025, further decreasing volumes sold in Puerto Rico in the current year.

• We delivered 9.4 TBtu from our Montego Bay Facility and Old Harbour Facility for the six months ended June 30, 2025, compared to 13.3 TBtu during the six months ended June 30, 2024.

The lower volumes during the first half of 2025 were primarily due to maintenance at these facilities during the first quarter and sale of the Jamaica Business in May 2025.

The decrease in revenue for the six months ended June 30, 2025 was partially offset by an increase due to the following:

• Revenue from cargos sales was $207.0 million for the six months ended June 30, 2025, as compared to $24.5 million for the six months ended June 30, 2024.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 72% for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

• During the six months ended June 30, 2024, our subsidiary Genera, recognized $32.0 million of incentive fee

revenue from providing operations and maintenance services.

The Company has not recognized any incentive fee

revenue for the six months ended June 30, 2025.

Cost of sales

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Under our contract with PREPA, we pass all of these costs onto PREPA, and such billings are recognized as revenue.

Cost of sales increased by $14.0 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

• In the first quarter of 2025, we incurred $103.8 million of cargo sales costs as compared to $53.9 million for the three months ended December 31, 2024.

• We delivered 25% lower volumes to our customers in the first quarter of 2025, decreasing the cost of LNG to supply our downstream customers by $27.7 million.

The weighted average cost of gas purchased increased from $8.75 per MMBtu for the three months ended December 31, 2024 to $9.57 per MMBtu for the three months ended March 31, 2025.

Table of C ontents

Cost of sales increased by $73.3 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was attributable to the following:

• In the first quarter of 2025, we incurred $103.8 million of cargo sales costs.

In the first quarter of 2024, we did not have any cargo sales and we delivered higher volumes to our downstream terminal customers.

• We delivered 37% lower volumes to our customers during the first quarter of 2025.

Though we delivered lower volumes to our downstream customers, the cost of gas purchased increased significantly from $6.96 per MMBtu in the first quarter of 2024 to $9.57 per MMBtu in the first quarter of 2025.

In addition, the Henry Hub pricing also increased by 63% from March 2024 to March 2025.

• Vessel costs increased by $12.3 million, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, principally due to lower vessel utilization in the first quarter of 2025.

The weighted-average cost of our LNG inventory balance to be used in our operations as of March 31, 2025 and December 31, 2024 was $8.73 per MMBtu and $6.90 per MMBtu, respectively.

Cost of sales decreased by $93.5 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025, primarily driven by lower costs incurred for cargo sales.

• During the three months ended June 30, 2025, we incurred $15.7 million of cargo sales costs as compared to $103.8 million for the three months ended March 31, 2025.

• We delivered slightly higher volumes of LNG to our downstream customers of 14.2 TBtu in the second quarter of 2025, compared to 13.8 TBtu in the first quarter of 2025.

The weighted average cost of gas purchased decreased from $9.57 per MMBtu for the three months ended March 31, 2025 to $8.84 per MMBtu for the three months ended June 30, 2025.

• Vessel costs decreased by $5.6 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025.

The vessel costs were lower in the second quarter as charter for vessels related to our Jamaica Business were assigned to the buyer.

Cost of sales increased by $60.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, which was attributable to the following:

• In the first half of 2025, we incurred $119.5 million of cargo sales costs, compared to $12.8 million incurred in the first half of 2024.

The increase in cargo sales costs were offset by the following:

• We delivered 33% lower volumes to our customers during the first half of 2025, principally due to the sale of our Jamaica Business and downtime for repairs and maintenance at our San Juan Facility.

The cost of gas purchased decreased by $38.3 million from $251.5 million during the six months ended June 30, 2024 to $213.2 million during the three months ended June 30, 2025.

• We recognized lower payroll and other operating costs of $42.2 million to provide services under Genera's operations and maintenance contract for the six months ended June 30, 2025 compared to $47.6 million for the six months ended June 30, 2024;

these costs are passed onto PREPA.

The weighted-average cost of our LNG inventory balance to be used in our operations as of June 30, 2025 and December 31, 2024 was $9.35 per MMBtu and $6.90 per MMBtu, respectively.

Vessel operating expenses

Vessel operating expenses of $1.8 million incurred during the three and six months ended June 30, 2025 relate to direct costs such as crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, management fees associated with operating a vessel.

No such costs were incurred in this segment in 2024.

Operations and maintenance

Operations and maintenance includes costs of operating our facilities, exclusive of costs to convert that are reflected in Cost of sales.

Operations and maintenance increased by $20.5 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

We placed our first Fast LNG project and Santa Catarina Facility into service in the fourth quarter of 2024.

The increase was primarily attributable to payroll, maintenance, logistics and other costs incurred for operating these new facilities placed into service in 2024.

Operations and maintenance decreased by $13.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 .

In the first quarter of 2024, our grid stabilization contract was terminated and assets related to the project were sold to PREPA.

The decrease in costs during the three months ended March 31, 2025 are primarily due to lease and other maintenance costs that were no longer incurred for the sold assets, partially offset by the increased costs incurred for new facilities placed into service in 2024.

Operations and maintenance increased by $4.9 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

The increase was primarily attributable to maintenance, port and logistics and other costs incurred for operating our San Juan Facility, La Paz Facility and our Fast LNG unit.

The increase was partially offset by a decrease in costs due to the sale of our Jamaica Business in May 2025.

Operations and maintenance increased by $6.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 .

The increase is primarily due to costs incurred at our Fast LNG unit and the Santa Catarina Facility that were placed into service at the end of 2024.

In the first quarter of 2024, our grid stabilization contract was terminated and assets related to the project were sold to PREPA, resulting in a reduction in costs incurred at our San Juan Facility.

Ships Segment

Three Months Ended,

(in thousands of $) March 31, 2025 December 31, 2024 Change March 31, 2024 Change

(in thousands of $) June 30, 2025 March 31, 2025 Change

Total revenues $ 38,456 $ 38,609 $ (153)

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Segment Operating Margin $ 32,165 $ 31,433 $ 732

Six Months Ended,

(in thousands of $) June 30, 2025 June 30, 2024 Change

Total revenues $ 77,065 $ 85,162 $ (8,097)

Vessel operating expenses 13,467 16,899 (3,432)

Segment Operating Margin $ 63,598 $ 68,263 $ (4,665)

Revenue in the Ships segment is comprised of operating lease revenue under time charters, fees for positioning and repositioning vessels as well as the reimbursement of certain vessel operating costs.

As of March 31, 2025 , three vessels included in the Energos Formation Transaction were leased to customers under long-term arrangements and are included in this segment.

As of June 30, 2025 , three vessels included in the Energos Formation Transaction were leased to customers under long-term arrangements and are included in this segment.

Total revenue

Total revenue for the Ships segment decreased $3.8 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

Total revenue for the Ships segment decreased $4.0 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Total revenue for the Ships segment decreased $0.2 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

Total revenue for the Ships segment decreased by $8.1 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Subsequent to the Energos Formation Transaction, we continue to be, for accounting purposes, the owner of certain vessels included in the transaction, and as such, we continue to recognize revenue from the charter of these vessels to third parties.

The third-party charter of the vessel Energos Maria ended during the fourth quarter of 2024, and we are using the vessel at our terminal operations, resulting in a decrease in the vessel charter revenue.

Table of C ontents

The third-party charter of the vessels Energos Winter and Energos Maria ended during the third and fourth quarter of 2024, respectively, and we are using the vessel at our terminal operations, resulting in a decrease in the vessel charter revenue.

Vessel operating expenses

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To the extent that these costs are a fixed amount specified in the charter, which is not dependent upon redelivery location, the estimated voyage expenses are recognized over the term of the time charter.

Vessel operating expenses decreased $ 1.0 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

Vessel operating expenses decreased $1.2 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

As discussed above, the vessel operating costs were lower as the vessel Maria has been utilized for our terminal operations.

Vessel operating expenses decreased $ 0.9 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025 .

Vessel operating expenses decreased $3.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

As discussed above, the vessel operating costs were lower as the vessels Energos Winter and Energos Maria have been utilized for our terminal operations.

Other operating results

Three Months Ended,

(in thousands of $) March 31, 2025 December 31, 2024 Change March 31, 2024 Change

Three Months Ended, Six Months Ended,

(in thousands of $) June 30, 2025 March 31, 2025 Change June 30, 2025 June 30, 2024 Change

Selling, general and administrative $ 57,256 $ 59,271 $ (2,015) $ 116,527 $ 141,332 $ (24,805)

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Asset impairment expense 117,312 246 117,066 117,558 4,272 113,286

Loss on sale of assets, net — 422 (422) 77,140 (77,140)

Total operating expenses 124,505 117,700 6,805 199,756 (75,251)

Operating income (18,479) 230,270 (248,749) 184,504 (202,983)

Goodwill impairment expense 582,172 — 582,172 582,172 — 582,172

(Gain) loss on sale (472,699) — (472,699) (472,699) 77,140 (549,839)

Total operating expense 412,295 124,505 287,790 536,800 313,779 223,021

Operating income (expense) (387,328) (18,479) (368,849) (405,807) 228,832 (634,639)

Interest expense 206,408 213,694 (7,286) 420,102 157,743 262,359

Other expense (income), net (63,937) 52,447 (116,384) 19,112 (83,049)

Other (income) expense, net (56,262) (63,937) 7,675 (120,199) 66,466 (186,665)

Loss on extinguishment of debt, net 20,320 467 19,853 20,787 9,754 11,033

(Loss) income before income taxes (168,703) (182,013) 13,310 78,294 (246,997)

Tax provision (benefit) 28,670 41,497 (12,827) 21,624 7,046

Net income $ (197,373) $ (223,510) $ 26,137 $ 56,670 $ (254,043)

Loss before income taxes (557,794) (168,703) (389,091) (726,497) (5,131) (721,366)

Tax (benefit) provision (967) 28,670 (29,637) 27,703 25,059 2,644

Net loss $ (556,827) $ (197,373) $ (359,454) $ (754,200) $ (30,190) $ (724,010)

Selling, general and administrative

Selling, general and administrative includes compensation expenses for our corporate employees, employee travel costs, insurance, professional fees for our advisors, and screening costs for projects that are in initial stages and development is not yet probable.

Selling, general and administrative decreased by $2.5 million for the three months ended March 31, 2025, compared to the three months ended December 31, 2024.

The decrease was mostly driven by the reversal of previously recorded share-based compensation expense due to forfeitures during the quarter ended March 31, 2025.

Selling, general and administrative decreased by $11.5 million for three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

During the quarter ended March 31, 2024, the Company recognized an additional allowance for uncollectible receivables of $11.6 million.

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

No significant allowance was recognized during the three months ended March 31, 2025 .

We recognized $5.2 million of share-based compensation costs associated with RSUs issued for the three months ended March 31, 2024.

Due to forfeitures during the quarter ended March 31, 2025 , the Company recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the period.

The decreases above were partially offset by higher screening costs incurred for our development projects during the first quarter of 2025.

Table of C ontents

Selling, general and administrative decreased by $2.0 million for the three months ended June 30, 2025, compared to the three months ended March 31, 2025.

The decrease was mostly driven by lower screening costs for our development projects and bad debt expense during the quarter ended June 30, 2025.

The decrease was partially offset by higher share-based compensation expense in the quarter ended June 30, 2025.

Due to forfeitures during the quarter ended March 31, 2025, we recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the first quarter.

Selling, general and administrative decreased by $24.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 .

During the first half of 2024, we recognized an additional allowance for uncollectible

receivables of $11.6 million.

The allowance reduces outstanding receivables for certain customers to reflect the amount that we expect to receive.

No significant additional allowance was recognized during the six months ended June 30, 2025 .

Due to forfeitures during the first half of 2025, we recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the period.

The decreases above were partially offset by higher screening costs incurred for our development projects during the first half of 2025.

Transaction and integration costs

The transaction and integration costs of $11.9 million and $6.0 million during the three months ended March 31, 2025 and December 31, 2024, respectively, primarily relate to legal fees and other third party costs incurred by the Company in connection with amendments to credit agreements.

During the first quarter of 2025, we paid the Barcarena Debentures and amended the Term Loan B Credit Agreement, and $6.1 million of third party costs associated with these modifications were recognized as Transaction and integration costs.

During the first quarter of 2025, we also incurred $3.9 million of legal fees related to the sale of our Jamaica Business.

The transaction and integration costs of $75.4 million during the three months ended June 30, 2025 primarily relate to the sale of the Jamaica Business that was completed in May 2025.

We incurred $67.0 million of transaction costs directly attributable to the sale, which included fees for novating a vessel charter to the buyer and contingent fees due to our advisors.

Other costs relate to legal fees and other third party costs incurred by the Company in connection with amendments to credit agreements.

The transaction and integration costs of $11.9 million during the three months ended March 31, 2025 primarily relate to legal fees and other third party costs incurred in connection with amendments to our credit agreements.

We did not incur significant transaction and integration costs for the six months ended June 30, 2024.

Depreciation and amortization

Depreciation and amortization increased by $14.3 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

The increase is mainly due to depreciation expense on the Fast LNG project and the Santa Catarina Facility that were placed into service during the fourth quarter of 2024.

Depreciation and amortization expense increased by $2.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

The increase in depreciation expense resulting from the Fast LNG project and the Santa Catarina Facility being placed into service in December 2024, was partially offset by a reduction due to the sale of certain turbines and equipment to PREPA in March 2024.

Depreciation and amortization decreased by $0.2 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

Depreciation and amortization expense increased by $18.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024 .

The increase in depreciation expense resulted from the Fast LNG project and the Santa Catarina Facility being placed into service in December 2024, and was partially offset by a reduction due to the sale of certain turbines and equipment to PREPA in the first half of 2024, and sale of Jamaica Business in May 2025.

Asset impairment expense

For the three months ended March 31, 2025 and December 31, 2024, the Company recognized an impairment of $0.2 million and $10.7 million related to the sale of the Miami Facility .

There was no impairment of assets during the three months ended March 31, 2024.

Loss on sale of assets, net

The Company had no significant asset sales during the first quarter of 2025 and fourth quarter of 2024.

During the three months ended March 31, 2024, the Company recognized a loss of $77.5 million from the sale of turbines and related equipment to the PREPA.

For the three months ended June 30, 2025, the impairment charge of $117.3 million principally relates to the Lakach deepwater project and the development project in Pennsylvania.

We determined that it was not probable that we would pursue development of the Lakach deepwater project, and impaired the capitalized project costs.

In addition, after testing the recoverability of the capitalized costs for the development project in Pennsylvania, we concluded that the asset group was not recoverable.

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

We did not recognize any significant impairment expense during the first quarter of 2025.

During the three and six months ended June 30, 2024, the impairment charge related to the sale of our Miami Facility.

Goodwill impairment expense

For the three months ended June 30, 2025, we recognized an impairment of goodwill of $582.2 million primarily as a result of (i) the significant increase in the weighted average cost of capital 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.

(Gain) loss on sale

In May 2025, the Company completed the sale of its Jamaica Business to Excelerate Energy Limited Partnership (“EELP”), a subsidiary of Excelerate Energy, Inc.

for cash consideration of $1,055.0 million, subject to certain purchase price adjustments.

We recognized a gain of $472.7 million for the six months ended June 30, 2025 related to the sale.

During the six months ended June 30, 2024, the Company recognized a loss of $77.5 million from the sale of turbines and related equipment to the PREPA.

Interest expense

Interest expense increased by $114.2 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

The increase was primarily due to lower interest capitalized of $74.1 million during the quarter ended March 31, 2025 compared to $139.5 million during the quarter ended December 31, 2024.

We placed the Fast LNG project and Santa Catarina Facility into service during the quarter ended December 31, 2024, and are no longer capitalizing interest towards these projects.

In addition, we have incurred increased borrowing costs under the New 2029 Notes (as defined in our Annual Report) and the Brazil Financing Notes.

We also amended our Term Loan A Credit Agreement and recognized an interest expense of $18.1 million relating to origination, structuring and other fees, which were previously capitalized.

Interest expense increased by $136.4 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

The increase was primarily due to an increase in total principal outstanding due to additional principal balance outstanding.

The total principal balance on outstanding facilities was $9.4 billion as of March 31, 2025 as compared to total outstanding debt of $7.2 billion as of March 31, 2024.

We also capitalized lower interest expense of $74.1 million during the first quarter of 2025 compared to $104.2 million during the first quarter of 2024 as the Fast LNG project and Santa Catarina Facility were placed into service towards the end of 2024.

In addition, we recognized an interest expense of $18.1 million upon amendment of our Term Loan A credit agreement.

Table of C ontents

Other expense (income), net

Other (income) expense, net was $(63.9) million, $52.4 million and $19.1 million for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

The Other income recognized in the three months ended March 31, 2025 was primarily due to foreign currency remeasurement gains in the first quarter of 2025, supported by the appreciation of the Brazilian real against the U.S.

Other expense, net recognized in the three months ended December 31, 2024 and March 31, 2024 was primarily comprised of foreign currency loss due to remeasurement of U.S.

Interest expense decreased by $7.3 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

During the first quarter of 2025, we amended our Term Loan A Credit Agreement, which removed the unused commitment, and recognized interest expense of $18.1 million relating to origination, structuring and other fees, which were previously capitalized.

The decrease in interest expense on the Term Loan A Credit Agreement was partially offset by lower interest capitalized of $62.5 million during the quarter ended June 30, 2025 compared to $74.1 million during the quarter ended March 31, 2025 .

Interest expense increased by $ 262.4 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

The increase was primarily due to an increase in total principal balance outstanding.

The total principal balance on outstanding facilities was $9.2 billion as of June 30, 2025 as compared to total outstanding debt of $7.8 billion as of June 30, 2024.

We also capitalized interest expense of $ 136.6 million during the first half of 2025 compared to $215.0 million for the six months ended June 30, 2024, as the Fast LNG project and Santa Catarina Facility were placed into service towards the end of 2024.

Other (income) expense, net

Other (income) expense, net was $(56.3) million and $(63.9) million for the three months ended June 30, 2025 and March 31, 2025, respectively.

Other (income) expense, net was $(120.2) million and $66.5 million for the six months ended June 30, 2025 and 2024, respectively.

The Other income recognized in the three months ended June 30, 2025 and March 31, 2025 was primarily due to foreign currency remeasurement gains, supported by the appreciation of the Brazilian real against the U.S.

We earned interest income of $14.1 million and $14.3 million for the three months ended June 30, 2025 and March 31, 2025, respectively.

We also recognized a gain contingency associated with our sale of Centrais Elétricas de Sergipe Participações S.A, or CELSEPAR in 2022 of $5.2 million upon settlement in the second quarter of 2025.

Other income recognized in the first half of 2025 was primarily comprised of foreign currency gain due to remeasurement of U.S.

dollar denominated debt in our Brazil subsidiary.

The losses were partly offset by interest income, and realized and unrealized gains on foreign currency derivative contracts.

Loss on extinguishment of debt

During the three months ended March 31, 2025, we recognized $0.5 million of loss on extinguishment of debt related to the repayment of the Barcarena Debentures.

During the fourth quarter of 2024, we repaid all of the 2025 Notes and a portion of the 2026 Notes and 2029 Notes, and recognized as a loss on extinguishment of debt totaling $235.4 million.

During the three months ended March 31, 2024, we recognized prepayment premium and unamortized financing costs of $7.9 million in connection with the prepayment of the Equipment Notes.

The Company also recognized interest income of $28.4 million and $10.0 million during the six months ended June 30, 2025 and June 30, 2024.

Other expense recognized in the six months ended June 30, 2024 was primarily comprised of foreign currency remeasurement losses and loss on termination of leases of turbines used in the grid stabilization project in Puerto Rico partially offset by interest income.

Loss on extinguishment of debt, net

During the three months ended June 30, 2025, we reduced the available capacity under our Revolving Facility by $270.0 million and recognized $10.6 million of loss on extinguishment of debt representing the write-off of unamortized deferred financing costs.

We also recognized $5.9 million of loss on extinguishment of debt related to the repayment of the South Power Bonds in conjunction with closing of the sale of our Jamaica Business.

Additionally, we made a partial repayment of the Term Loan A using proceeds from the sale and incurred a partial extinguishment loss of $3.8 million.

During the six months ended June 30, 2024 , we recognized prepayment premium and unamortized financing costs of $7.9 million in connection with the prepayment of the Equipment Notes.

We also recognized a premium over the repurchase price of $1.9 million in connection with the cash tender offer to repurchase $375.0 million of the outstanding 2025 Notes.

Tax provision

We recognized a tax provision for the three months ended March 31, 2025 of $28.7 million compared to a tax provision of $41.5 million for the three months ended December 31, 2024 and a tax provision of $21.6 million for the three months ended March 31, 2024.

The tax provision recognized in the first quarter of 2025 was primarily driven by the expected gain from sale of the Jamaica Business, inclusion of foreign earnings related to our Brazil operations included in the effective tax rate, and increase in valuation allowance in the U.S.

We recognized a tax benefit for the three months ended June 30, 2025 of $(1.0) million compared to a tax provision of $28.7 million for the three months ended March 31, 2025.

Our tax provision was $27.7 million and $25.1 million for the six months ended June 30, 2025 and 2024, respectively.

The tax provision recognized in the first half of 2025 was primarily driven by estimated taxes due on the gain from sale of the Jamaica Business, inclusion of foreign earnings related to our Puerto Rico and Brazil operations, and a valuation allowance of $11.0 million in our U.S.

and foreign operations included in our effective tax rate.

Factors Impacting Comparability of Our Financial Results

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• Our historical results of operations include our Jamaica Business.

In May 2025, we completed the sale of our Jamaica Business, and after this point, we will no longer include the results of operations of our Montego Bay Facility and Old Harbour Facility in our financial statements.

In May 2025, we completed the sale of our Jamaica Business, and we no longer include the results of operations of the Montego Bay Facility and Old Harbour Facility in our financial statements.

• Our future results of operations will include the cost of operating our Fast LNG solution that were not included in our historical financial statements.

We placed our first Fast LNG project into service in the fourth quarter of 2024.

This project represents our largest ever capital project and placing the asset into service from an accounting perspective will significantly increase the depreciation recognized in future periods;

This project represents our largest ever capital project and placing the asset into service will significantly increase the depreciation recognized in future periods;

such depreciation will also impact the cost of LNG delivered from the FLNG facility.

We also expect interest expense to increase as we are no longer able to capitalize borrowing costs associated with this development.

While the asset is in service from an accounting perspective, we will continue to optimize the asset to enhance liquefaction capacity.

Such costs that enhance the asset will be capitalized on our Condensed Consolidated Balance Sheets.

While the asset is in service, we continue to optimize the asset to enhance liquefaction capacity.

Such costs that enhance the asset are capitalized on our Condensed Consolidated Balance Sheets.

• Our historical financial results do not include significant projects that have recently been completed or are near completion.

Our results of operations for the three months ended March 31, 2025 include our Montego Bay Facility, Old Harbour Facility, San Juan Facility, La Paz Power Plant and certain industrial end-users.

Our results of operations for the three months ended June 30, 2025 include our San Juan Facility, La Paz Power Plant and certain industrial end-users.

We placed the Santa Catarina Facility into service in the fourth quarter of 2024.

We have also completed construction of our Barcarena Facility and are in the final stages of commissioning this facility.

We are also continuing to develop our

Table of C ontents

Barcarena Power Plant, PortoCem Power Plant, Puerto Sandino Facility and Ireland Facility, and our current results do not include revenue and operating results from these projects.

We are also continuing to develop our Barcarena Power Plant, PortoCem Power Plant, Puerto Sandino Facility and Ireland Facility, and our current results do not include revenue and operating results from these projects.

In the first quarter of 2024, our grid stabilization contract was terminated and related assets were sold to PREPA.

Under our new island-wide gas sale agreement with PREPA, we continue to supply gas to these power generation assets.

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

We continued to supply gas to these power generation assets under an island-wide gas sales agreement with PREPA, which initially expired in March 2025.

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

Liquidity and Capital Resources

As part of preparing the financial statements included in this Quarterly Report, we have evaluated whether conditions exist that give rise to substantial doubt as to the ability of the Company to continue as a going concern.

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

Our forecasted cash flows are expected to be impacted by, among other things, reduced earnings following the sale of the Jamaica Business that we anticipate will be replaced once projects in other jurisdictions are completed as well as increased interest expense resulting from the Refinancing Transactions completed in the fourth quarter of 2024.

As such, management has concluded, absent successfully executing on one or more of the strategies described below, that the Company’s current liquidity and forecasted cash flows from operations may not 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.

Additionally, our 2026 Notes mature on September 30, 2026.

As part of preparing the condensed consolidated financial statements included in this Quarterly Report, we have evaluated whether conditions exist that give rise to substantial doubt as to the ability of the Company to continue as a going concern, considering the following:

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

Our 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 Jamaica Business in May 2025.

• We were 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, we do 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 we are 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 our outstanding indebtedness would be payable on demand.

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

• Additionally, we have $510.9 million aggregate principal amount outstanding as of June 30, 2025 under our 2026 Notes, which mature on September 30, 2026.

If more than $100 million of the 2026 Notes remain outstanding 91 days prior to this maturity date (the "Springing Maturity Date"), the outstanding principal of $2.7 billion under the New 2029 Notes becomes due.

If any of the 2026 Notes remains outstanding 91 days prior to the Springing Maturity Date, the outstanding balanced under the Revolving Facility, which was $750.0 million as of March 31, 2025, becomes due.

The aggregate principal amount of 2026 Notes outstanding as of March 31, 2025 is $510.9 million.

We are evaluating strategies to obtain the required additional funding for our future operations, including the following transactions that are excluded from our forecast, among other things:

(1) settlement of our claims resulting from the termination of the emergency power services contract in Puerto Rico in the first quarter of 2024, (2) realization of up to $110.0 million in 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 $98.6 million;

and (4) expected cash flows from new business in Puerto Rico and Brazil.

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

We also have the ability to support our liquidity position by delaying certain discretionary payments, including planned capital expenditures and dividends.

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 our ability to continue to implement plans in future periods that will support our liquidity position, such as its ability to further extend the terms of vendor payments and other obligations.

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

We may also opportunistically elect to generate additional liquidity through future debt or equity issuances and asset sales to fund our developments and transactions.

If any of the 2026 Notes remains 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 $710.4 million in revolving loans and $19.5 million 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 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 becomes due.

As of June 30, 2025, there was $295.0 million outstanding under the Term Loan A and $1.27 billion outstanding under the Term Loan B.

As such, management has concluded that our 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.

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

We have also initiated a process to evaluate strategic alternatives and have retained a financial advisor to assist in this evaluation.

We, along with our advisors, are 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 our liquidity or that we will otherwise realize the anticipated benefits.

The terms and conditions of our indebtedness include restrictive covenants that limit our ability to operate our business, incur or refinance our debt, engage in certain transactions, and require us to maintain certain financial ratios, among others, any of which may limit our ability to finance future operations and capital needs, react to changes in our business and in the economy generally, and to pursue business opportunities and activities.

Following the completion of the Refinancing Transactions in the fourth quarter of 2024, our ability to undertake these activities, including our ability to incur or refinance our debt, is further limited.

Furthermore, the restrictions contemplated by certain of the amendments to our Revolving Facility require proceeds of certain asset sales to be used to pay down existing indebtedness.

Furthermore, the restrictions imposed by certain of the amendments to our Revolving Facility require proceeds of certain asset sales to be used to pay down existing indebtedness.

From time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase our outstanding debt through, as applicable, tender offers, redemptions, exchange offers, open market purchases, privately negotiated transactions or otherwise.

Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors.

We are also evaluating strategies to obtain the required additional funding for our future operations, including the following transactions that are excluded from our forecast, among other things:

(3) receipt of proceeds from the sale of the Jamaica Business that are currently in escrow of approximately $98.6 million;

and (4) expected cash flows from new business in Puerto Rico and Brazil.

Our remaining committed capital expenditures, inclusive of invoiced amounts in Accounts payable, is approximately $467 million and includes remaining expenditures to complete our first Fast LNG project and our onshore liquefaction project at Altamira, as well as committed expenditures necessary to complete the Puerto Sandino Facility, Barcarena and PortoCem Power Plants.

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We have secured financing

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commitments to continue to develop our Barcarena Power Plant and PortoCem Power Plant, which represents approximately $196 million of our upcoming committed capital expenditures.

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Each Fast LNG completion is subject to permitting, various contractual terms, project feasibility, our decision to proceed and timing.

We carefully manage our contractual commitments, the related funding needs and our various sources of funding including cash on hand, cash flow from operations, and borrowings under existing and future debt facilities.

We may also enter into other financing arrangements to generate proceeds to fund our developments.

As of March 31, 2025, we have spent approximately $128.6 million to develop the Pennsylvania Facility.

Approximately $22.5 million of construction and development costs have been expensed as we have not issued a final notice to proceed to our engineering, procurement and construction contractors.

Cost for land, as well as engineering and equipment that could be deployed to other facilities and associated financing costs of approximately $106.1 million, has been capitalized, and to date, we have repurposed approximately $16.8 million of engineering and equipment to our Fast LNG project.

We intend to apply for updated permits for the Pennsylvania Facility with the aim of obtaining these permits to coincide with the commencement of construction activities.

Contractual Obligations

We are committed to make cash payments in the future pursuant to certain contracts.

The following table summarizes certain contractual obligations, including principal and interest, in place as of March 31, 2025:

The following table summarizes certain contractual obligations, including principal and interest, in place as of June 30, 2025:

(in thousands of $) Total Less than Year 1 Years 2 to 3 Year 4 to 5 More than

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For information on our long-term debt obligations, see “—Liquidity and Capital Resources—Long-Term Debt” in our Annual Report.

The amounts included in the table above are based on the total debt balance, scheduled maturities, and interest rates in effect as of March 31, 2025.

The amounts included in the table above are based on the total debt balance, scheduled maturities, and interest rates in effect as of June 30, 2025.

A portion of our long-term debt obligations will be paid to Energos under charters of vessels included in the Energos Formation Transaction to third parties.

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Certain LNG purchase commitments are subject to conditions precedent, and we include these expected commitments in the table above beginning when delivery is expected assuming that all contractual conditions precedent are met.

For purchase commitments priced based upon an index such as Henry Hub, the amounts shown in the table above are based on the spot price of that index as of March 31, 2025 .

For purchase commitments priced based upon an index such as Henry Hub, the amounts shown in the table above are based on the spot price of that index as of June 30, 2025 .

We have construction purchase commitments in connection with our development projects, including our Fast LNG projects, Puerto Sandino Facility, Barcarena Facility, Barcarena Power Plant and PortoCem Power Plant.

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included in the table above include commitments under engineering, procurement and construction contracts where a notice to proceed has been issued.

Commitments included in the table above include commitments under engineering, procurement and construction contracts where a notice to proceed has been issued.

Lease obligations

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Our lease obligations are primarily related to LNG vessel time charters, marine port leases, ISO tank leases, office space, and a land lease.

The following table summarizes the changes to our cash flows for the three months ended March 31, 2025 and 2024, respectively :

Three Months Ended March 31,

The following table summarizes the changes to our cash flows for the six months ended June 30, 2025 and 2024, respectively :

Six Months Ended June 30,

(in thousands of $) 2025 2024 Change

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Cash (used in) / provided by operating activities

Our cash flow used in operating activities was $31.7 million for the three months ended March 31, 2025, which increased by $101.8 million from cash provided by operating activities of $70.1 million for the three months ended March 31, 2024.

Our net loss for the three months ended March 31, 2025, when adjusted for non-cash items, increased by $358.5 million from the three months ended March 31, 2024.

The increase in net loss when adjusted for non-cash items was offset by increases to accounts payable and other changes in working capital.

Cash used in investing activities

Our cash flow used in investing activities was $335.9 million for the three months ended March 31, 2025, which increased by $116.1 million from cash used in investing activities of $219.8 million for the three months ended March 31, 2024.

Cash flows from investing activities during the three months ended March 31, 2025 were used primarily for continued development of our onshore FLNG project and the construction of the PortoCem Power Plant.

Cash outflows for investing activities during the three months ended March 31, 2024 were used primarily for the continued development of our Fast LNG project and construction of our Barcarena Power Plant.

Our cash flow used in operating activities was $384.2 million for the six months ended June 30, 2025, which decreased by $547.1 million from cash provided by operating activities of $163.0 million for the six months ended June 30, 2024.

Our net loss for the six months ended June 30, 2025, when adjusted for non-cash items, increased by $520.0 million from the six months ended June 30, 2024.

Non-cash items during the six months ended June 30, 2025 included goodwill impairment expense of $582.2 million, and asset impairment expense of $117,558 million related to the Lakach deepwater project and the development project in Pennsylvania.

We also recognized a gain on sale of $472.7 million related to the sale of the Jamaica Business.

Cash provided by / (used in) investing activities

Our cash flow used in investing activities was $301.4 million for the six months ended June 30, 2025, which increased by $1,184.2 million from cash used in investing activities of $882.7 million for the six months ended June 30, 2024.

Cash flows from investing activities during the six months ended June 30, 2025 were primarily from proceeds of $949.5 million from the sale of the Jamaica Business.

Cash inflows were offset by cash outflows for continued construction of the PortoCem Power Plant.

Cash outflows for investing activities during the six months ended June 30, 2024 were used primarily for the continued development of our Fast LNG project and the construction of the PortcoCem Power Plant and Barcarena Power Plant.

Cash outflows were offset by proceeds of $306.6 million from the sale of turbines and related equipment to PREPA, $136.4 million from the sale of our equity method investment in Energos and $22.4 million from the sale of the Mazo .

Cash provided by financing activities

Our cash flow provided by financing activities was $204.5 million for the three months ended March 31, 2025, which increased by $46.8 million from cash provided by financing activities of $157.6 million for the three months ended March 31, 2024.

During the three months ended March 31, 2025 we had total borrowings of $943.6 million, with such borrowings primarily used to fund continued development of the onshore FLNG project and for other corporate expenses .

Such borrowings were also used to repay the Barcarena Debentures in full .

We also repaid our Revolving Facility by $275.0 million.

In the first quarter of 2024 we issued $750.0 million of 2029 Notes with such borrowings primarily used to repay $375.0 million of the 2025 Notes and repay a portion of our outstanding balance on the Revolving Facility.

Cash (used in) / provided by financing activities

Our cash flow used in financing activities was $110.4 million for the six months ended June 30, 2025, which increased by $846.1 million from cash provided by financing activities of $735.7 million for the six months ended June 30, 2024.

During the six months ended June 30, 2025 we had total borrowings of $1.3 billion, a portion of which were used to repay the Barcarena Debentures in full .

We also repaid our Revolving Facility and repaid our short-term borrowings under repurchase agreements, prior to drawing on these facilities.

In conjunction with closing the sale of the Jamaica Business, we repurchased all outstanding South Power Bonds for $227.1 million.

In the first half of 2024 we issued $750.0 million of 2029 Notes with such borrowings primarily used to repay $375.0 million of the 2025 Notes and repay a portion of our outstanding balance on the Revolving Facility.

In advance of the sale of turbines to PREPA, we also repaid the Equipment Notes in full.

Subsequently, we utilized our Revolving Facility to fund continued development of the Fast LNG project.

We also received $284.4 million under the BNDES Credit Agreement, with such borrowings primarily used to repay the Barcarena Term Loan and fund development of the

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Barcarena Power Plant.

We also paid dividends of $32.3 million during the first quarter of 2024.

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.

We also received $284.4 million under the BNDES Credit Agreement, with such borrowings primarily used to repay the Barcarena Term Loan and fund development of the Barcarena Power Plant.

We also borrowed $269.9 million to repay the PortoCem BTG Loan and begin the development and construction of a power plant to deliver under the capacity reserve contracts acquired in the PortoCem Acquisition.

Additionally, we borrowed $148.5 million under a promissory note secured by certain turbines owned by the Company.

Long-Term Debt

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There have been no significant changes to the terms of our outstanding debt, covenant requirements or payment obligations, other than described below.

Revolving Facility

I n May 2025, we 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 $270.0 million 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 $550.0 million and (iv) restrict the Company from prepaying the 2026 Notes in excess of $200.0 million other than to avoid springing maturities unless any such prepayment is made using proceeds from refinancing indebtedness or capital contributions.

In May 2025, we repaid $270.0 million of outstanding balance under the Revolving Facility which permanently reduced the borrowing capacity to $730.0 million .

Additionally, we have issued letters of credit of $19.5 million in the second quarter of 2025, and including the outstanding letters of credit, we have fully utilized the borrowing capacity of $729.9 million as of June 30, 2025 .

The Revolving Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and events of default.

We do 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 we are 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 our outstanding indebtedness would be payable on demand.

Term Loan B Credit Agreement

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

We are required to prepay the Term Loan B with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances and with our Excess Cash Flow (as defined in the amendment), in each case subject to certain exceptions and thresholds.

subject to certain exceptions and thresholds.

We must comply with the same covenant requirements as those under the original agreement.

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Pursuant to the amendment, the future borrowing commitments are reduced to zero, eliminating the potential for future borrowings under the Term Loan A Credit Agreement.

In May 2025, we entered into an additional amendment to the Term Loan A Credit Agreement to, among other things, (i) require $55.0 million of proceeds from the sale of the Jamaica Business to be used to prepay a portion of loans currently outstanding;

(ii) increase 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 initial term loans and a base rate minimum of 5.30%;

(iii) require us to make mandatory prepayments with 12.5% of proceeds of a $659.0 million 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.

We cannot permit the fixed charge coverage ratio for us and our 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.

We do 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 we are 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.

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

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No financial covenant compliance is required under the Brazil Financing Notes.

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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.

issuance of these financial statements, our credit ratings were downgraded, triggering the right of the debenture holders to determine if an early maturity event should be declared.

On May 23, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade.

In connection with the debenture holders' decision to not declare an early maturity event, we agreed to provide a bank guarantee of $129.1 million prior to August 17, 2025.

On June 5, 2025, we received an additional downgrade of our credit rating, which triggered an 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, we were required to provide $50.0 million of the previously required bank guarantee on or before July 7, 2025.

The remaining $79.1 million bank guarantee is due prior to 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 our credit rating through August 30, 2026.

We provided the required $50.0 million 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 $79.1 million bank guarantee prior to August 17, 2025, and is currently in discussions with the debenture holders to delay or eliminate this requirement.

As the required $79.1 million bank guarantee has not been delayed or eliminated and was not provided prior to 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 our outstanding indebtedness would be payable on demand.

The PortoCem Debentures contain usual and customary representations and warranties, and usual and customary affirmative and negative covenants.

The PortoCem Debentures do not contain any restrictive financial covenants.

South Power 2029 Bonds

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

In conjunction with closing, we repurchased all outstanding South Power Bonds for $227.2 million , including a 1.0% prepayment penalty and accrued interest.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report.

As of March 31, 2025 , there have been no significant changes to our critical accounting estimates since our Annual Report.

As of June 30, 2025 , there have been no significant changes to our critical accounting estimates since our Annual Report.

Recent Accounting Standards

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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 2. Management’s Discussion and Analysis