What changed in this filing

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Item 1. Financial Statements

2025-11-21 compared with 2025-09-05 · 425 added, 290 removed, 807 unchanged (47% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of June 30, 2025 and December 31, 2024

As of September 30, 2025 and December 31, 2024

(Unaudited, in thousands of U.S.

dollars, except share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets

27 unchanged sentences

Commitments and contingencies (Note 22)

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

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

41,154 90,570

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

aggregate liquidation preference of $ — and $ 96,746 at September 30, 2025 and December 31, 2024

Stockholders’ equity

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

Class A common stock, $ 0.01 par value, 750 million shares authorized, 284.6 million issued and outstanding as of September 30, 2025;

266.5 million issued and outstanding as of December 31, 2024

9 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

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

For the three and nine months ended September 30, 2025 and 2024

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

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

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

2025 2024 2025 2024

12 unchanged sentences

Asset impairment expense 10,353 1,484 127,911 5,756

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

Loss (gain) on sale 1,705 — ( 470,994 ) 77,140

Total operating expenses 430,956 487,998 1,608,991 1,377,493

3 unchanged sentences

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

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

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

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

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

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

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

(Loss) income before income taxes ( 285,109 ) 14,266 ( 1,011,606 ) 9,135

Tax provision 8,247 2,953 35,950 28,012

Net (loss) income ( 293,356 ) 11,313 ( 1,047,556 ) ( 18,877 )

Net (loss) income attributable to common stockholders $ ( 299,970 ) $ 8,138 $ ( 1,055,176 ) $ ( 27,967 )

Net (loss) income per share – basic $ ( 1.07 ) $ 0.04 $ ( 3.82 ) $ ( 0.14 )

Net (loss) income per share – diluted $ ( 1.07 ) $ 0.03 $ ( 3.82 ) $ ( 0.15 )

Weighted average number of shares outstanding – basic 281,121,646 205,071,771 276,381,199 205,068,178

2 unchanged sentences

Currency translation adjustment $ 18,547 $ ( 5,963 ) $ 77,135 $ ( 34,228 )

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

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

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

Comprehensive (loss) income ( 274,809 ) 5,350 ( 970,421 ) ( 53,105 )

Comprehensive loss (income) attributable to non-controlling interest ( 6,252 ) ( 2,563 ) ( 8,515 ) ( 6,756 )

Comprehensive (loss) income attributable to stockholders $ ( 281,061 ) $ 2,787 $ ( 978,936 ) $ ( 59,861 )

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

1 unchanged sentence

Condensed Consolidated Statements of Changes in Stockholders’ Equity

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

For the three and nine months ended September 30, 2025 and 2024

(Unaudited, in thousands of U.S.

25 unchanged sentences

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

Net income (loss) — — — — — ( 299,660 ) — 6,304 ( 293,356 )

Other comprehensive income (loss) — — — — — — 18,599 ( 52 ) 18,547

Share-based compensation expense — — — — 5,544 — — — 5,544

Conversion of Series B convertible preferred stock ( 36,746 ) ( 41,464 ) 10,351,348 — 104 — 41,361 — — — 41,465

Dividends — 310 — — ( 310 ) — — — ( 310 )

Balance as of September 30, 2025 — $ — 284,552,811 $ 2,846 $ 1,772,580 $ ( 858,057 ) $ 78,025 $ 128,690 $ 1,124,084

Series A convertible preferred stock Class A common stock Additional

21 unchanged sentences

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

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

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

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

Issuance of shares for vested share-based compensation awards — — 5,331 — — — — — —

Shares withheld from employees related to share-based compensation, at cost — — ( 1,299 ) — ( 19 ) — — — ( 19 )

Dividends — ( 1,290 ) — — — ( 21,668 ) — ( 3,019 ) ( 24,687 )

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

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the six months ended June 30, 2025 and 2024

For the nine months ended September 30, 2025 and 2024

(Unaudited, in thousands of U.S.

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

Net (loss) income $ ( 754,200 ) $ ( 30,190 )

Net (loss) $ ( 1,047,556 ) $ ( 18,877 )

Adjustments for:

Amortization of deferred financing costs and debt guarantee, net 47,452 18,841

Depreciation and amortization 183,377 123,981

Deferred taxes ( 15,495 ) ( 14,155 )

Share-based compensation 10,565 47,855

Goodwill impairment expense 582,172 —

6 unchanged sentences

(Increase) in receivables ( 164,452 ) ( 95,928 )

Decrease (increase) in inventories 6,112 ( 62,815 )

(Increase) decrease in inventories ( 27,653 ) 23,132

(Increase) in other assets ( 81,184 ) ( 53,989 )

6 unchanged sentences

Capital expenditures ( 758,457 ) ( 1,781,278 )

Sale of equity method investment — 136,365

Sale of Jamaica Business 949,456 —

Sale of equity method investment — 136,365

Asset sales — 328,999

3 unchanged sentences

Proceeds from borrowings of debt 1,375,495 3,594,229

Payment of deferred financing costs ( 27,774 ) ( 37,983 )

Repayment of debt ( 1,592,321 ) ( 2,342,847 )

Payment of deferred financing costs ( 27,781 ) ( 76,759 )

Payment of dividends ( 3,019 ) ( 61,322 )

2 unchanged sentences

Impact of changes in foreign exchange rates on cash and cash equivalents 57,568 ( 12,614 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 144,170 ) ( 12,966 )

Net (decrease) in cash, cash equivalents and restricted cash ( 576,236 ) ( 74,091 )

Cash, cash equivalents and restricted cash – beginning of period 965,577 310,814

6 unchanged sentences

Proceeds held in escrow 98,635 —

Fair value of contingent payments in the Lins Acquisition

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

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

Six Months Ended June 30,

Nine Months Ended September 30,

Cash and cash equivalents $ 145,237 $ 90,842

16 unchanged sentences

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

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

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

• The Company recognized operating losses and negative operating cash flows during each of the first three quarters of 2025, with this decline in earnings accelerating in the second quarter of 2025.

The Company’s forecasted cash flows are expected to be impacted by, among other things, reduced earnings following the sale of the Jamaica Business and increased interest expense.

• In November 2025, the Company entered into amendments to the Revolving Credit Agreement, the Letter of Credit Agreement and the Term Loan A Credit Agreement (each as defined in the Annual Report) to, among other things, (a) in the case of the Letter of Credit Facility (as defined in the Annual Report), extend the maturity date of the facility to March 31, 2026, (b) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 (or in the case of the Letter of Credit Facility, also provide for a covenant holiday for the fiscal quarter ending December 31, 2025) and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025 (or in the case of the Letter of Credit Facility, remove the fiscal quarter minimum liquidity test altogether), (c) remove certain flexibility the Company and its subsidiaries had to pay dividends and other distributions, and (d) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes (as defined in the Annual Report).

• The Company also does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio under the Revolving Credit Agreement and the Term Loan A Credit Agreement for the fiscal quarter ending December 31, 2025.

If the Company does not enter into an agreement with the lenders under the Revolving Facility (as defined in the Annual Report) and the Term Loan A Credit Agreement to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time the Company furnishes to the administrative agents for the Revolving Facility and Term Loan A Credit Agreement audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A Credit Agreement.

If the lenders choose to exercise such rights under those facilities, substantially all of the Company’s outstanding indebtedness could be

accelerated, and the Company would not have sufficient liquidity or capital resources to satisfy its outstanding principal obligations.

• NFE Financing LLC, a subsidiary of the Company (the “New 2029 Notes Issuer”), did not make the interest payment of $ 163,808 due to holders of the New 2029 Notes on November 17, 2025.

An event of default under the indenture governing the New 2029 Notes will arise on November 20, 2025, when the contractual grace period for interest payments on such notes expires.

On November 18, 2025, the Company and certain of its subsidiaries, including the New 2029 Notes Issuer, entered into a forbearance agreement with the beneficial holders of greater than 70% of the New 2029 Notes (the “New 2029 Notes Forbearance Agreement”), pursuant to which such beneficial holders agreed to forbear from accelerating or exercising remedies in respect of such event of default.

Unless earlier terminated, the New 2029 Notes Forbearance Agreement will terminate on December 15, 2025.

Upon the termination of the New 2029 Notes Forbearance Agreement, if a further forbearance or debt restructuring is not agreed to, the holders of the New 2029 Notes could accelerate the outstanding principal balance of the New 2029 Notes, in which case substantially all of the Company's other outstanding debt would become payable on demand.

The New 2029 Notes Forbearance Agreement contains conditions, covenants, termination rights and other provisions customary for forbearance agreements of that type.

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

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

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

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

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

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

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

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

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

On October 11, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to the failure to provide the bank guarantee.

The remaining $ 79,100 bank guarantee is now due on or before May 10, 2026, and if this guarantee or an equivalent amount of equity contribution to the project company is not made by this date, an automatic early maturity event will exist under the amended debenture agreement.

The Company is discussing providing this bank guarantee with its creditors under new credit arrangements, and should additional financing or credit capacity be provided under new credit agreements, the Company intends to comply with the requirements of the waiver.

However, based on the Company's current liquidity, the Company determined that it is not currently probable that the bank guarantee can be provided absent an agreement with its existing creditors or new lenders.

If such automatic early maturity event were to occur, substantially all of the Company’s outstanding indebtedness would be payable on demand.

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

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

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

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

Additionally, if any of the 2026 Notes remain

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

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

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

As of September 30, 2025, the Revolving Facility was fully drawn with $ 660,400 in revolving loans plus $ 69,533 in letters of credit.

Additionally, if any of the 2026 Notes remain outstanding on July 31, 2026, the outstanding principal under the Term Loan B (as defined below) becomes due.

Also, if any of the 2026 Notes remain outstanding 60 days prior to the maturity date of the 2026 Notes, the outstanding principal under the Term Loan A Credit Agreement become due.

As of September 30, 2025, there was $ 295,000 outstanding under the Term Loan A Credit Agreement and $ 1,266,078 outstanding under the Term Loan B.

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

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

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

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

Additionally, should the Company not provide the additional bank guarantee to holders of the PortoCem Debentures by the required date, the Company will engage with these holders to avoid an event of early maturity.

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

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

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

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

If unsuccessful in these strategic alternatives, the Company may be required or compelled to pursue additional restructuring initiatives to preserve value and optionality, including possible out of court restructurings, or in-court relief, in the U.K.

or the U.S., which could have a material and adverse impact on stockholders.

There are inherent uncertainties as the outcome of these negotiations and

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

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

20 unchanged sentences

These amendments require public business entities to disclose additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period.

ASU 2024-03 will be effective for annual reporting periods

beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

1 unchanged sentence

The Company is currently reviewing the impact that the adoption of ASU 2024-03 may have on the Company's financial statements and disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The amendment provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets.

The amendments of the ASU should be applied prospectively and are effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance.

The Company is currently evaluating the impact that the adoption of ASU 2025-05 may have on the Company's financial statements and disclosures.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) .

The amendments remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and specify that the disclosures in Subtopic 360-10, Property,

Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

The amendments are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The amendments can be applied prospectively, on a modified retrospective basis, or retrospectively.

The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on the Company's financial statements and disclosures.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) .

The amendments provide a scope exception to exclude from derivative accounting nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract.

The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The amendments can be applied prospectively or on a modified retrospective basis.

The Company is currently evaluating the impact that the adoption of ASU 2025-07 may have on the Company's financial statements and disclosures.

The Company has reviewed all other recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption.

1 unchanged sentence

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

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

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

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

After the repayment of all outstanding South Power Bonds in the amount of $ 227,157 (Note 19) and payment of certain transaction costs in the amount of $ 50,903 , the Company received net proceeds of approximately $ 678,480 , with an additional $ 98,635 of proceeds held in escrow.

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

During the third quarter of 2025, EELP delivered a closing statement to the Company as required under the EAPA, and this closing statement included changes to the purchase price and preliminary net working capital amounts that could result in a material payment to EELP.

The Company has delivered a response to the initial closing statement, and recorded a reserve against the $ 4,000 proceeds held in escrow for estimated purchase price adjustment and an accrual of $ 5,262 has been recorded for estimated amount due to EELP as of September 30, 2025 .

The Company may incur additional liability due to EELP up to $ 27,730 as both parties continue with their reviews during the purchase price adjustment period.

As of September 30, 2025, proceeds held in escrow of $ 77,635 are presented within Prepaid expenses and other current assets, net ( Note 11 ) relating to certain indemnification matters, which are expected to resolve within the next 12 months.

The remaining proceeds held in escrow relating to indemnifications for certain tax related matters are presented within Other non-current assets, net ( Note 16 ) on the Condensed Consolidated Balance Sheets as these proceeds are expected to be released to the Company during the year ending December 31, 2029.

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

The book value of the Jamaica Business at the time of sale was $ 569,797 and the Company recognized a gain of $ 470,994 during the nine months ended September 30, 2025, which is presented in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company incurred $ 71,080 of transaction costs directly attributable to the sale, including fees for novating a vessel charter to the buyer and contingent fees due to the Company's advisors.

2 unchanged sentences

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

Until the date of sale, the Company

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

Until the date of sale, the

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

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

25 unchanged sentences

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

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

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

2025 2024 2025 2024

3 unchanged sentences

The book value of the

turbines and equipment at the time of sale was $ 368,799 , and the Company recognized a loss of $ 77,530 during the six months ended June 30, 2024 in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

turbines and equipment at the time of sale was $ 368,799 , and the Company recognized a loss of $ 77,530 during the nine months ended September 30, 2024 in Loss (gain) on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

4 unchanged sentences

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.

In September 2025, both parties reached agreement on contract terms for the long-term supply of LNG to Puerto Rico, which the Financial Oversight and Management Board of Puerto Rico ("FOMB") then made further comments.

The Parties remain in negotiations to finalize the new gas supply agreement and submit it for review and approval by the FOMB.

The current gas supply agreement is extended on a weekly basis until the new gas supply agreement is approved by the FOMB.

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.

Variable Interest Entities

The Company has formed a partnership ("SCP") with an energy trader to structure a power trading operation to fulfill certain of the Company's current year power purchase agreement operations.

The Company holds an 87.5 % partnership interest in SCP with the remaining interest held by the local energy trader.

SCP determines the results of the structured trading operation and distributes any profits to the partners pro-ratably based on the ownership percentage, and the Company is responsible for any losses incurred in the structured operation.

The Company has determined that SCP is a Variable Interest Entity ("VIE") and consolidates the results of operations of SCP as the Company is the primary beneficiary of the VIE;

accordingly, SCP has been presented on a consolidated basis in the accompanying unaudited interim condensed consolidated financial statements.

As of September 30, 2025, the Condensed Consolidated Balance Sheet includes a receivable of $ 60,251 of SCP based on the estimated results.

For the three and nine months ended September 30, 2025, the Company recognized estimated results of the trading operation of $ 59,739 , which was recorded as a reduction of cost within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

The local energy trader's share of these results of $ 7,028 is included in Comprehensive income (loss) attributable to non-controlling interest in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Revenue recognition

Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos.

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

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

LNG cargo sales for the nine months ended

September 30, 2025 was $ 207,035 ;

no LNG cargo sale revenue was recognized in the third quarter of 2025 .

LNG cargo sales for both the three and nine months ended September 30, 2024 were $ 174,570 and $ 199,072 , respectively.

The table below summarizes the activity in Other revenue:

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

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

2025 2024 2025 2024

4 unchanged sentences

Under this agreement, Genera is paid a fixed annual fee and reimbursed for pass-through expenses, including payroll expenses of Genera employees.

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

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

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

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

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

As of September 30, 2025 and December 31, 2024, receivables related to revenue from contracts with customers totaled $ 328,833 and $ 330,944 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 21,820 and $ 13,629 , respectively.

Other items included in Receivables, net that are not related to revenue from contracts with customers represent lease receivables and receivables due under the structured trading operation (Note 5), which are accounted for outside the scope of ASC 606.

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

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

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Contract assets, net - current $ 36,811 $ 44,902

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Amounts included in contract liabilities at the beginning of the year $ 3,173 $ 82,454

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

Contract assets are presented net of expected credit losses of $ 758 and $ 158 as of September 30, 2025 and December 31, 2024, respectively.

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

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

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

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

As of September 30, 2025, the Company has capitalized $ 12,427 , of which $ 1,602 of these costs is presented within Prepaid expenses and other current assets, net and $ 10,825 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

As of December 31, 2024, the Company had capitalized $ 22,797 , of

which $ 2,205 of these costs was presented within Prepaid expenses and other current assets, net and $ 20,592 was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

Transaction price allocated to remaining performance obligations

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

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

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

June 30, 2025 December 31, 2024

Vessels included in the Energos Formation Transaction, including those vessels chartered to third parties, continue to be recognized on the Condensed Consolidated Balance Sheets;

see Vessels in Note 13.

The Company entered into sub-charter agreements for Energos Eskimo, Energos Winter and Energos Freeze that commenced during 2025.

These vessels are also

included in the table below.

The carrying amount of vessels that are leased or sub-chartered to third parties under operating leases is as follows:

September 30, 2025 December 31, 2024

Property, plant and equipment $ 816,229 $ 602,192

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Property, plant and equipment, net $ 671,108 $ 519,057

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

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

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

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

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

As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction, the operating lease income shown below for the three and nine months ended September 30, 2025 includes revenue of $ 20,643 and $ 80,414 , respectively, from third-party charters of vessels included in the Energos Formation Transaction.

The operating lease income shown below for the three and nine months ended September 30, 2024 includes revenue of $ 17,407 and $ 102,569 , respectively, from third-party charters of vessels included in the Energos Formation Transaction.

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

2025 2024 2025 2024

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

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Operating right-of-use-assets $ 400,992 $ 599,937

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Total non-current lease liabilities $ 328,071 $ 475,161

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

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

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

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 8,514 and $ 8,134 , respectively, as of September 30, 2025 and December 31, 2024.

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

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

2025 2024 2025 2024

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Lease cost - Selling, general and administrative 2,195 1,477 4,715 5,870

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

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

For the three months ended September 30, 2025 and 2024, the Company has capitalized $ 12,136 and $ 9,522 of lease costs, respectively.

For the nine months ended September 30, 2025 and 2024, the Company has capitalized $ 19,273 and $ 46,659 of lease costs, respectively.

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

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

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

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

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

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

2025 2024 2025 2024

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

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

Six Months Ended June 30,

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

Nine Months Ended September 30,

Operating cash outflows for operating lease liabilities $ 130,948 $ 141,021

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

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

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

Operating Leases Financing Leases

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Non-current lease liability 327,248 823

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

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

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

As of September 30, 2025, the weighted average remaining lease term for operating leases was 7.2 years and finance leases was 3.1 years .

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

The weighted average discount rate associated with finance leases as of September 30, 2025 was 5.4 % and as of December 31, 2024 was 5.2 %.

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

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dollar borrowings and expected capital expenditures.

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

As of September 30, 2025, t he notional amount of outstanding foreign exchange contracts was approximately $ 12,900 .

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

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

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

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

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

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

Financial instrument Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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• Cost approach – based on the amount that currently would be necessary to replace the service capacity of an asset (replacement cost).

The Company uses the market approach when valuing investment in equity securities and foreign exchange forward contracts which are recorded in Prepaid expenses and other current assets, net, Other non-current assets, net, and Other current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024.

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

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

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

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

Level 1 Level 2 Level 3 Total

June 30, 2025

September 30, 2025

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

8 unchanged sentences

Embedded contingent interest derivative — — 10,629 10,629

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

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

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

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

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

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

The table below summarizes the total (gains) losses for instruments measured at Level 3 in the fair value hierarchy.

The (gains) losses for contingent consideration derivative liabilities and embedded contingent interest derivative are recorded within Other (income) expense, net, and Interest expense, net, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 as shown below:

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

2025 2024 2025 2024

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

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

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

Unrealized (gain) loss

Contingent consideration derivative liabilities $ ( 1,825 ) $ ( 2,723 ) $ ( 8,029 ) $ ( 5,027 )

Embedded contingent interest derivative ( 4,671 ) — ( 10,510 ) —

Realized (gain) loss

Contingent consideration derivative liabilities 1,116 — 1,116 —

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

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

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Restricted cash

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Cash restricted under the terms of loan agreements $ 203,890 $ 422,098

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Uses of cash proceeds under the BNDES Term Loan, Brazil Financing Notes and PortoCem Debentures (see Note 19) are restricted to certain payments to construct the Company's power plants in Brazil.

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

LNG and natural gas inventory $ 90,522 $ 67,232

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Changes in the value of inventory are recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

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

No adjustments were recorded during the three and nine months ended September 30, 2025 and 2024.

Prepaid expenses and other current assets

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Prepaid expenses $ 60,235 $ 28,667

2 unchanged sentences

36,811 44,902

Due from affiliates 3,349 2,627

Proceeds held in escrow (Note 4)

Derivative asset 437 19,807

Short-term receivable 40,899 —

Other current assets 54,247 14,019

Total prepaid expenses and other current assets, net $ 415,421 $ 205,496

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

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

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

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

These payments will be made between the third quarter of 2026 through the first quarter of 2028, and a portion of the discounted value of the payment stream has

been recorded as a receivable.

The balance has been presented as short-term and long-term (Note 16) based on the expected timing of receipt.

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

Construction in progress

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

June 30, 2025

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

September 30, 2025

Construction in progress as of December 31, 2024

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Dispositions (Note 4)

Construction in progress as of June 30, 2025

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

Construction in progress as of September 30, 2025

Interest expense of $ 191,312 and $ 346,856 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2025 and 2024, respectively.

The Company has significant development activities in Latin America.

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Property, plant and equipment, net

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

LNG liquefaction facilities $ 3,251,416 $ 3,316,504

8 unchanged sentences

Total property, plant and equipment, net $ 5,543,873 $ 5,842,807

LNG liquefaction facilities includes the Company's first Fast LNG project, which was placed into service in the fourth quarter of 2024.

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

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

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

The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of September 30, 2025 and December 31, 2024 was $ 1,383,000 and $ 1,272,334 , respectively.

Depreciation expense for the three months ended September 30, 2025 and 2024 totaled $ 55,777 and $ 32,017 , respectively, of which $ 8,260 and $ 217 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

Depreciation expense for the nine months ended September 30, 2025 and 2024 totaled $ 171,823 and $ 110,167 , respectively, of which $ 26,975 and $ 712 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

Impairment of long-lived assets

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

During the three and nine months ended September 30, 2025, the Company recognized asset impairment expenses of $ 10,353 and $ 127,911 , respectively, in the Terminals and Infrastructure segment.

Due to the goodwill impairment triggering event identified in May 2025 (Note 15), the Company performed a recoverability test of its long-lived assets, including ROU assets and definite lived intangible assets.

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

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

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

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

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

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

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

The Company recognized impairment expenses of $ 1,484 and $ 5,756 , respectively, during the three and nine months ended September 30, 2024, primarily related to the sale of the Miami Facility.

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

1 unchanged sentence

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

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

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

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

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

The Company will perform its annual goodwill impairment assessment as of October 1, 2025.

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

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

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

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

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

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

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

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

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

Terminals and infrastructure Ships Total

4 unchanged sentences

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

Balance as of June 30, 2025

Balance as of September 30, 2025

$ — $ 15,938 $ 15,938

2 unchanged sentences

Intangible assets

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

June 30, 2025

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

September 30, 2025

Gross Carrying

26 unchanged sentences

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

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

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

Amortization expense for the three months ended September 30, 2025 and 2024 was $ 2,700 and $ 2,876 , respectively.

Amortization expense for the nine months ended September 30, 2025 and 2024 was $ 10,441 and $ 7,307 , respectively.

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

We challenged this decision, and in September 2024, the High Court of Ireland ruled that the ABP did not have appropriate grounds for the denial of our permit.

In March 2025, APB withdrew their appeal to the September 2024 High Court decision.

In March 2025, ABP withdrew their appeal to the September 2024 High Court decision.

ABP is now reconsidering our planning application in accordance with Irish Law.

Further, in March 2025, ABP granted the Company's application to construct a 600 MW power plant and a separate application to construct the 220 kV electricity interconnect.

Further, in March 2025, An Coimisiún Pleanála (previously ABP) granted the Company's application to construct a 600 MW power plant and a separate application to construct the 220 kV electricity interconnect.

The Company is able to fuel this power plant via the LNG marine import terminal, if approved, or using gas provided from the Company's permitted pipeline interconnection.

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Other non-current assets, net

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

June 30, 2025 December 31, 2024

Long term receivables $ 118,798 $ 114,677

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

September 30, 2025 December 31, 2024

Long term receivables (Note 11)

$ 78,767 $ 114,677

Cost to fulfill (Note 6)

5 unchanged sentences

Total other non-current assets, net $ 168,481 $ 272,899

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

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

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

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

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

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

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

Accrued liabilities

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Accrued development costs $ 78,838 $ 113,193

5 unchanged sentences

Other current liabilities

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Guarantee liability $ 40,899 $ —

Derivative liabilities 31,248 29,417

5 unchanged sentences

Total other current liabilities $ 189,057 $ 174,829

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

June 30, 2025 December 31, 2024

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

In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier, and in exchange for this guarantee, the customer will make payments to the Company between the third quarter of 2026 through the first quarter of 2028 totaling $ 126,668 (Note 11).

The Company recognized a guarantee liability, which has been presented as short-term and long-term (Note 20) based on the timing of performance by the LNG supplier.

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

September 30, 2025 December 31, 2024

Corporate debt

21 unchanged sentences

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

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

The fair value of the Company's long-term debt was $ 5,769,249 and $ 9,087,890 as of September 30, 2025 and December 31, 2024, respectively,

and is classified as Level 2 within the fair value hierarchy.

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

1 unchanged sentence

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

New 2029 Notes and 2029 Notes

Interest payments are due on the New 2029 Notes semi-annually in May and November of each year, and an interest payment of $ 163,808 was due on November 17, 2025, with a contractual three -day grace period to November 20, 2025.

Prior to the expiration of the contractual three -day grace period, the Company entered into a forbearance agreement with the beneficial holders of greater than 70 % of the New 2029 Notes, pursuant to which the holders agreed to forbear from accelerating or exercising remedies in respect of an event of default that has arisen thereunder on account of the issuer’s failure to pay interest due on November 17, 2025.

The term of the forbearance agreement is through December 15, 2025, and upon the termination of the forbearance agreement, if further forbearance or debt restructuring is not agreed to, the holders of the New 2029 Notes could accelerate the outstanding principal balance of the New 2029 Notes, in which case substantially all of the Company's other outstanding debt would become payable on demand.

The New 2029 Notes Forbearance Agreement contains certain conditions, covenants, termination rights and other provisions customary for forbearance agreements of that type.

The Company does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants under the Revolving Credit Agreement and the Term Loan A Credit Agreement for the quarter ended December 31, 2025;

see discussion below.

The indenture governing the New 2029 Notes contains cross-default provisions that would automatically accelerate the maturity date of all outstanding balances under the New 2029 Notes upon an event of default in the Revolving Credit Agreement and Term Loan A Credit Agreement due to a covenant violation.

As such, the outstanding principal balance of the New 2029 Notes has been presented as a current liability.

The indenture governing the 2029 Notes (as defined in the Annual Report) contains cross acceleration provisions that would allow these lenders to accelerate the maturity date of outstanding principal balances under the 2029 Notes upon an acceleration of outstanding principal balances under Revolving Facility and Term Loan A Credit Agreement due to a covenant violation.

As such, the outstanding principal balance of the 2029 Notes has been presented as a current liability.

Revolving Facility

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

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

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

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

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

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

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

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

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

As of September 30, 2025, total remaining unamortized deferred financing costs for the Revolving Facility were $ 21,298 .

Additionally, the Company has issued letters of credit of $ 69,533 in 2025, and including the outstanding letters of credit, the Company has fully utilized the borrowing capacity of $ 729,933 as of September 30, 2025.

In November 2025, the Company entered into an amendment to the Revolving Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility the Company or any of its subsidiaries had to pay dividends and other distributions, and (c) restrict the ability for the Company or any of its

subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

The Company also does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025.

If the Company does not enter into an agreement with the lenders under the Revolving Facility to provide for a covenant holiday and other covenant relief for the fiscal quarter ending December 31, 2025, by the time the Company furnishes to the administrative agents for the Revolving Facility audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility.

If the lenders choose to exercise such rights, substantially all of the Company’s outstanding indebtedness could be accelerated.

Letter of Credit Facility

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

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

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

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

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

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

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

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

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

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

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

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

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

(iii) add an asset sale sweep prepayment provision;

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

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

On September 30, 2025, the Company entered into a deferral agreement for its Letter of Credit Agreement to, among other things, further defer the Cash Collateralization Requirement to November 14, 2025.

On October 24, 2025, the Company entered into the tenth amendment and deferral agreement to its Letter of Credit Agreement to, among other things, delay the reduction of commitments until a date that certain letters of credit were issued and/or renewed (not to be later than November 14, 2025).

On November 14, 2025, the Company entered into the eleventh amendment to the Letter of Credit Agreement to, among other things, (a) extend the maturity date of the Letter of Credit Facility to March 31, 2026, (b) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarters ended September 30, 2025 and December 31, 2025, (c) removes the minimum liquidity requirement contained therein with respect to each fiscal quarter, (d) removes certain flexibility the Company had to pay dividends and other distributions, and (e) restricts the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness.

As of September 30, 2025, the Company had $ 195,000 of letters of credit outstanding under the Letter of Credit Facility.

Term Loan B Credit Agreement

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Pursuant to the amendment, certain lenders agreed to provide incremental term loans in an aggregate principal amount of up to $ 425,000 , which increased the total outstanding principal amount to $ 1,272,440 ("Term Loan B").

The incremental term loans were issued at a discount, and the Company received proceeds, net of discount, of $ 391,000 .

The incremental term loans were

issued at a discount, and the Company received proceeds, net of discount, of $ 391,000 .

Net proceeds will be used primarily to fund capital expenditures of the onshore FLNG project, and for other corporate expenses.

The incremental term loans are subject to the same maturity date as the term loans under the original agreement.

Quarterly principal payments of approximately $ 3,181 are required beginning June 2025.

Quarterly principal payments of approximately $ 3,181 were required beginning June 2025.

The Term Loan B is secured by the same collateral that secures the term loans under the original agreement.

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

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

amendment), in each case subject to certain exceptions and thresholds.

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

The amendment was accounted for as a modification, and fees paid to lenders of $ 20,000 were deferred and will be amortized over the remaining life of the Term Loan B Credit Agreement.

Additionally, the Term Loan B contains cross acceleration provisions that would allow these lenders to accelerate the maturity date of outstanding principal under the Term Loan B upon an acceleration of outstanding principal balances under Revolving Facility and Term Loan A Credit Agreement due to a covenant violation.

As such, the outstanding principal balance of the Term Loan B has been presented as a current liability.

The amendment was accounted for as a modification, and fees paid to lenders of $ 20,000 were deferred and are amortized over the remaining life of the Term Loan B Credit Agreement.

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

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

As of September 30, 2025, total remaining unamortized deferred financing costs, including the un amortized original issue discount, for the Term Loan B was $ 106,868 .

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

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

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

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

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

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

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

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

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

In November 2025, the Company entered into an amendment to the Term Loan A Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility the Company or any of its subsidiaries had to pay dividends and other distributions and (c) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

The Company also does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025.

If the Company does not enter into an agreement with the

lenders under the Term Loan A Credit Agreement to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time the Company furnishes to the administrative agents for the Term Loan A Credit Agreement audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Term Loan A Credit Agreement.

If the lenders choose to exercise such rights, substantially all of the Company’s outstanding indebtedness could be accelerated.

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

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

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

As of September 30, 2025, total remaining unamortized deferred financing costs and debt discount reducing the principal were $ 17,306 .

Short-term Borrowings

The Company has an LNG cargo financing arrangement where it may, from time to time, enter into sales and repurchase agreements with a financial institution, whereby the Company sells to the financial institution an LNG cargo and concurrently enters into an agreement to repurchase the same LNG cargo immediately with the repurchase price payable at a future date, generally not to exceed 90-days from the date of the sale and repurchase (the “Short-term Borrowings”).

As of September 30, 2025, the Company had $ 73,279 due under repurchase arrangements with a weighted average interest rate of 7.95 %, and the Company has amended the agreements on outstanding borrowings to extend the due date to November 14, 2025.

Borrowings under this arrangement are uncommitted, and as such, there can be no assurance that the Company will have a right to extend the due dates on outstanding balances or borrow additional amounts in the future.

Brazil Financing Notes

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The repayment of the Barcarena Debentures was evaluated on a creditor-by-creditor basis to determine whether the transaction should be accounted for as a modification or extinguishment of debt.

As a result of this evaluation, a portion of the repayment was determined to be an extinguishment of debt and, therefore, the Company recorded a debt

extinguishment loss of $ 392 to write off a pro-rata amount of unamortized issuance costs.

As a result of this evaluation, a portion of the repayment was determined to be an extinguishment of debt and, therefore, the Company recorded a debt extinguishment loss of $ 392 to write off a pro-rata amount of unamortized issuance costs.

A portion of the repayment was treated as modification, and fees and unamortized issuance costs amounted to $ 3,484 that were attributable to the lender that participated in both the Barcarena Debentures and the Brazil Financing Notes will be amortized over the life of the Brazil Financing Notes.

The additional third-party fees associated with the Brazil Financing Notes of $ 4,171 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

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

As of September 30, 2025, total remaining unamortized deferred financing costs , including the unamortized original issue discount, for the Brazil Financing Notes were $ 10,482 .

PortoCem Debentures

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

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

The Company's credit ratings were downgraded during the first quarter of 2025, 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.

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

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

Additionally, the

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

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

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

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

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

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

Additionally, the Company did not provide the required $ 79,100 bank guarantee by the deadline.

On October 11, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to the failure to provide the bank guarantee.

If such automatic early maturity event were to occur, substantially all of the Company’s outstanding indebtedness would be payable on demand.

EB-5 Loan Agreement

The Company's loan agreement under the U.S.

Citizenship and Immigration Services EB-5 Program ("EB-5 Loan Agreement") requires the Company to create a minimum number of new jobs prior to January 2026 (the "Job Creation Requirement").

During the third quarter of 2025, the Company determined that it was not probable that development of the Company's ZeroPark project will have created a sufficient amount of jobs by this deadline.

After contractual notice and grace periods, if the Jobs Creation Requirement is not met, the lenders would have the ability to accelerate the payment of all outstanding balances under the EB-5 Loan Agreement.

As of September 30.

2025, the Company has an aggregate principal amount of $ 100,000 outstanding (the "EB-5 Loan").

None of the Company's other outstanding indebtedness would be impacted by any potential event of default or acceleration of the EB-5 Loan.

The Company is in discussions with the lenders to obtain a waiver.

As no event of default exists as of September 30, 2025 or the issuance of these financial statements, the EB-5 Loan continues to be presented as a non-current liability.

South Power 2029 Bonds

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

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

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

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

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

2025 2024 2025 2024

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Total interest expense $ 210,562 $ 71,107 $ 630,664 $ 228,850

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

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 40,925 and $ 84,170 for the three and nine months ended September 30, 2025, respectively, and $ 34,619 and $ 98,506 for the three and nine months ended September 30, 2024, respectively, related to payments received by Energos from third-party charterers.

Other Long-Term Liabilities

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

2025 December 31,

Guarantee liability $ 118,798 $ 115,359

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

September 30, 2025 December 31,

Guarantee liability (Note 18) $ 79,469 $ 115,359

Derivative liabilities 4,017 24,364

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Total other long-term liabilities $ 110,471 $ 166,358

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

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

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

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

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

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

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

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

The effective tax rate for the three months ended September 30, 2025 was ( 2.9 )% compared to 20.7 % for the three months ended September 30, 2024 .

The total ta x provision for the three months ended September 30, 2025 was $ 8,247 compared to a provision of $ 2,953 for the three months ended September 30, 2024.

The effective tax rate for the nine months ended September 30, 2025 was ( 3.6 )% compared to 306.6 % for the nine months ended September 30, 2024.

The total ta x provision for the nine months ended September 30, 2025 was $ 35,950 compared to a provision of $ 28,012 for the nine months ended September 30, 2024.

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

On July 4, 2025, the One Big Beautiful Bill Act (the "Tax Act of 2025") was enacted in the U.S.

The Tax Act of 2025 includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment of certain business provisions.

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

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

While the Company is currently evaluating its impact on its future consolidated financial statements and related disclosures, the Company analyzed the provisions with effective dates in 2025 related to Section 163(j) and expects an approximately1% decrease to the effective tax rate for the nine-months ended September 30, 2025.

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

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

or substantively enacted the rules.

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

The Company continuously evaluates these developments and the potential impact of the Pillar Two framework.

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

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

The Company recorded the Pillar Two tax obligations as a period cost, an estimate of which has been included in the Company's estimated annual effective tax rate for the three and nine months ended September 30, 2025.

Commitments and contingencies

The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business.

The Company does not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

The Company will recognize a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a material loss may be incurred.

The Company is currently focusing on managing its working capital and liquidity, which has resulted in delays in making payments to certain vendors.

While the amounts due to these vendors are recorded on the Condensed Consolidated Balance Sheets, potential legal actions against the Company

enforcing payments may result in interest, penalties and/or legal expenses, which may materially affect the Company's financial position, results of operations or cash flows.

In 2022, one of the Company's vendors initiated arbitration proceedings alleging that the Company violated exclusivity arrangement to utilize this vendor as part of the development of the Barcarena Power Plant.

The Company had previously determined that risk of loss in this arbitration was not probable, and no liability had been accrued.

In the third quarter of 2025, a final decision was made in the vendor's favor, under which the Company expects to incur a loss of BRL 74.5 million ($ 13.9 million using exchange rates as of September 30, 2025), including costs and expenses.

The Company has accrued for such loss during the three months ended September 30, 2025, which is presented within Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

In 2024, Jamaica Power Service Company Limited ("JPS") initiated arbitration proceedings claiming damages of approximately $ 32.9 million for use of alternative fuel due to infrastructure changes required by the Port of Montego Bay where the Company’s Montego Bay terminal was located.

The Company asserted force majeure under the contract and has made a counterclaim of approximately $ 7.2 million.

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

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

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

In 2024, the Company's contract to provide temporary power services ended as a result of FEMA not renewing the funding of the temporary power project in Puerto Rico.

The Company determined that a force majeure event occurred under the lease agreement with the owner of a portion of the turbines used in this temporary power project and accordingly terminated the turbine lease agreement pursuant to the force majeure termination provisions.

The lessor subsequently initiated arbitration proceedings seeking damages, fees and costs up to $ 47.1 million surrounding the end of the lease and alleged damages suffered by certain of the leased units during operation and decommissioning.

The Company believes the lessor's claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings, as well as pursue certain counterclaims.

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

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

In the first quarter of 2025, Alunorte Alumina do Norte do Brasil S.A.

("Alunorte") initiated arbitration proceedings at the International Chamber of Commerce (“ICC”).

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

Alunorte claims it is owed damages for alleged delays by the Company to supply gas at the Barcarena Facility and is claiming damages up to BRL 375.7 million ($ 70.6 million using exchange rates as of September 30, 2025).

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

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

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

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

Portocem Geração de Energia S.A.

(“PortoCem”) is a thermal power plant project originally developed by a third party and later acquired by the Company in 2024.

Under its prior ownership, the project was designed for a different location and had executed a CUST, a transmission system usage agreement that establishes rights and obligations for grid connection.

As part of the acquisition, the Company redesigned the project to be implemented in Barcarena, Pará, where it could be integrated with the Company’s LNG import and power infrastructure.

In 2024, PortoCem submitted a request—approximately two years before the applicable milestones—to relocate the originally approved transmission connection point, and the Brazilian power regulator, ANEEL, subsequently approved this relocation.

The change produced no impact on the tariff paid by consumers for transmission use.

In 2024, despite having approved the new connection point, ANEEL informed PortoCem that certain obligations tied to the original connection point had not been fulfilled and that a penalty of approximately BRL 610 million ($ 114.6 million using exchange rates in effect as of September 30, 2025) could be imposed under the CUST.

PortoCem appealed, and in November 2024, ANEEL suspended imposition of any penalty, which remains in force and prevents enforcement until the ANEEL Board of Directors issues a final decision.

During the fourth quarter of 2025, the matter was scheduled to be examined by ANEEL's Board of Directors, however, as of the date of the issuance of these financial statements, ANEEL’s Board has not rendered a final decision and the outcome remains uncertain.

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

If the Company were to receive an unfavorable decision, the matter may still be challenged in the Brazilian courts.

Finally, the Company believes that if any penalty is ultimately imposed and enforced by the courts, the original third-party

developer of the project is required to indemnify the Company for any losses incurred related to the relocation of the project because the relocation request resulting in any penalty was submitted before the closing of the sale of PortoCem to the Company.

These matters are not expected to be resolved in the near term, and as such, the Company's ability to collect amounts due under the indemnification obligation are subject to the future condition of the prior owner, which is uncertain.

There can be no assurance that the prior owner will have sufficient solvency and financial condition to honor an indemnification obligation.

Changes in regulatory or other governmental policies may affect the delivery of LNG to our terminals, including our San Juan terminal, which may have an adverse effect on the Company's financial position, results of operations or cash flows.

Earnings per share

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

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

2025 2024 2025 2024

13 unchanged sentences

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

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

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

2025 2024 2025 2024

Series A convertible preferred stock (1)

— 96,746 — 96,746

Series B convertible preferred stock (1)

36,746 — 36,746 —

Equity Agreement shares (2)

1 unchanged sentence

Unvested RSUs — — — 1,690,920

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

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

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

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

Redeemable preferred stock and stockholder's equity

Redeemable preferred stock and stockholders' equity

Redeemable preferred stock

3 unchanged sentences

The Company issued a total of 6,651,511 Class A common shares to the holders of Series B Convertible Preferred Stock during the three months ended March 31, 2025, which included 1,673,674 shares issued for a conversion notice received in December 2024.

Redemption rights

Upon the occurrence of certain events, the holders constituting at least a majority of the outstanding voting power of the Series B Convertible Preferred Stock may require the Company to repurchase the Series B Convertible Preferred Stock, in whole but not in part, for cash or shares of Class A common stock (or any combination thereof) at a repurchase price of $ 1,000 per share plus any accumulated and unpaid dividends thereon.

Contingent events that would allow the holders to require repurchase by the Company include:

• change in control, downgrade in the credit rating of certain of the Company's debt or if certain financial leverage ratios aren't achieved ("Change Event").

• as of the 30th trading day following March 20, 2027, if the arithmetic average of the daily volume-weighted average price of the Company's common stock for the thirty consecutive trading day period beginning on first trading day following March 20, 2027 is less than the then-applicable conversion price ("Share Price Condition").

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

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

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

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

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

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

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

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

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

is no longer permitted to pay dividends to shareholders.

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

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

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

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

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

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

On August 1, 2025, the Company redeemed a total of 36,746 shares through a conversion at a price of $ 950 per share plus accumulated and unpaid dividends of $ 756 and issued 10,351,348 shares of Class A common stock, which were delivered on August 1, 2025.

There are no shares of Series B Convertible Preferred Stock outstanding as of September 30, 2025.

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

If the Company did not declare and pay a dividend, the dividend rate would have increased to 9.8 % per annum until all accrued but unpaid dividends had been paid in full.

The Company accrued dividends of $ 310 and $ 1,304 on the Series B Convertible Preferred Stock during the three and nine months ended September 30, 2025, respectively.

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

The Company did not declare a dividend on its Class A common stock during the nine months ended September 30, 2025.

The Company declared dividends of $ 0.10 per share totaling $ 20,507 and $ 61,517 during the three and nine months ended September 30, 2024, respectively, of which $ 20,507 remains unpaid.

Under certain intercompany agreements entered into in conjunction with the Refinancing Transactions completed in the fourth quarter of 2024, the Company is no longer permitted to pay dividends to shareholders.

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

During the three and nine months ended September 30, 2024 , the Company declared and paid dividends of $ 3,019 and $ 9,057 to holders of the GMLP Series A Preferred Units, respectively.

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

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

2 unchanged sentences

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

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

The following table summarizes the RSU activity for the nine months ended September 30, 2025:

Restricted Stock

6 unchanged sentences

Forfeited ( 508,538 ) 32.66

Non-vested RSUs as of June 30, 2025

Non-vested RSUs as of September 30, 2025

276,176 $ 32.66

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

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

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

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

The weighted-average remaining vesting period of non-vested RSUs totaled 0.26 years as of September 30, 2025.

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

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

2025 2024 2025 2024

2 unchanged sentences

Total share-based compensation expense $ 5,544 $ 22,543 $ 10,565 $ 47,855

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

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

During the three and nine months ended September 30, 2025, the Company recognized a reversal of previous compensation expense of $ 477 and $ 7,872 , respectively, due to the forfeiture of awards upon separation with certain employees.

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

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

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

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

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

Compensation expense of $ 4,760 and $ 14,123 for the three and nine months ended September 30, 2025, respectively, associated with this award is included in the table above.

Compensation expense of $ 4,759 and $ 6,777 for the three and nine months ended September 30, 2024, respectively, associated with this award is included in the table above.

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

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

As of September 30, 2025, unrecognized compensation costs from non-vested RSUs was $ 1,288 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 28,298 .

Related party transactions

1 unchanged sentence

Edens, chie f executive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”).

In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”).

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

In the ordinary course of business,

Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”).

The charges under the Administrative Agreement that are attributable to the Company totaled expenses of $ 151 and $ 1,363 for the three months ended September 30, 2025 and 2024, respectively, and totaled expenses of $ 651 and $ 3,171 for the nine months ended September 30, 2025 and 2024, respectively.

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

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

As of September 30, 2025 and December 31, 2024, $ 587 and $ 6,755 were due to Fortress, respectively.

In addition to administrative services, Mr.

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

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

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

The Company incurred, at aircraft operator rates, charter costs of $ 230 and $ 134 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,328 and $ 1,218 for nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and December 31, 2024, $ 79 and $ 1,146 was due to this affiliate, respectively.

Fortress affiliated entities

1 unchanged sentence

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

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

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

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

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended September 30, 2025 and 2024, $ 444 and $ 319 of rent and office related expenses were incurred by these affiliates, respectively.

For the nine months ended September 30, 2025 and 2024, $ 1,133 and $ 781 of rent and office related expenses were incurred by these affiliates, respectively.

As of September 30, 2025 and December 31, 2024, $ 3,802 and $ 2,637 were due from affiliates, respectively.

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

1 unchanged sentence

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

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

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

The Company incurred rent and administrative expenses of approxim ately $ 0 and $ 900 for the three and nine months ended September 30, 2024, respectively.

Amounts d ue to Fortress affiliated entities were $ 3,614 as of both September 30, 2025 and December 31, 2024 .

Prior to the sale of the Company's Miami Facility in the fourth quarter of 2024, the Company leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress.

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

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

The Company recognized expense related to the land lease of $ 73 and $ 310 during the three and nine months ended September 30, 2024, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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

In September 2023, the Company entered into a lease agreement to lease land from Jefferson Terminal South LLC, which is an indirect, majority-owned subsidiary of a public company which is managed by an affiliate of Fortress.

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

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

The Company recognized expense related to the land lease of $ 183 and $ 548 during the three and nine months ended September 30, 2025, and $ 548 during the three and nine months ended September 30, 2024, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of September 30, 2025, the Company recorded a right-of-use asset of $ 3,240 and a lease liability of $ 4,732 on the Condensed Consolidated Balance Sheets .

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

4 unchanged sentences

In March 2025, the Company entered into an agreement to acquire DevTech's 10 % non-controlling interest, and concurrently, terminated the consulting arrangement.

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

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

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

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

A cash payment of $ 950 was made to DevTech, of which $ 822 was

allocated to the value of the acquired shares of the subsidiary.

The Company recognized $ 0 and $ 123 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended September 30, 2025 and 2024, respectively, and $ — and $ 387 for the nine months ended September 30, 2025 and 2024, respectively.

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

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

Terminals and Infrastructure and Ships:

2 unchanged sentences

• Ships includes certain vessels that are currently chartered to third parties under long-term arrangements and are part of the Energos Formation Transaction;

three vessels are currently included in this segment.

two vessels are currently included in this segment.

The Company’s investment in Energos was also included in the Ships segment prior to the disposition of this investment in the first quarter of 2024.

1 unchanged sentence

Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value.

The CODM includes deferred earnings from contracted sales for which a prepayment was received in the current period in the segment measure.

The CODM includes deferred earnings from contracted sales for which a prepayment was received in the segment measure.

The CODM considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance.

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

Three Months Ended June 30, 2025

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

Three Months Ended September 30, 2025

(in thousands of $) Terminals and

14 unchanged sentences

$ 208,139 $ — $ 208,139 $ — $ 208,139

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands of $) Terminals and

13 unchanged sentences

$ 757,370 $ — $ 757,370 $ — $ 757,370

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

(in thousands of $) Terminals and

16 unchanged sentences

$ 753,011 $ — $ 753,011 $ — $ 753,011

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands of $) Terminals and

19 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

(in thousands of $) 2025 2024 2025 2024

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

Net (loss) income $ ( 293,356 ) $ 11,313 $ ( 1,047,556 ) $ ( 18,877 )

Selling, general and administrative 86,050 82,388 202,577 223,720

4 unchanged sentences

Other (income) expense, net ( 29,042 ) ( 5,836 ) ( 149,241 ) 60,630

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

Loss (gain) on sale 1,705 — ( 470,994 ) 77,140

Goodwill impairment expense — — 582,172 —

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

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

Tax provision 8,247 2,953 35,950 28,012

Consolidated Segment Operating Margin $ 64,642 $ 201,927 $ 195,635 $ 744,538

Subsequent events

Series B Convertible Preferred Stock

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

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

Letter of Credit Facility

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

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

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

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

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

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

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

(iii) add an asset sale sweep prepayment provision;

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

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

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

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

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

Multi-Vessel Transaction

In November 2025, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company early terminated and released the long-term charter agreements with Energos for Energos Eskimo, Energos Winter, Energos Igloo and Energos Freeze and novated the sub-charter agreements for these vessels to Energos.

In exchange, Energos paid the Company $ 150 million in cash reduced by charter hire payments due for the months of September and October 2025.

As part of the transaction, the Company and Energos also agreed on deferral of certain charter hire payments due to Energos to April 2026.

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

What changed 10-Q

Item 1. Financial Statements