What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-21 compared with 2025-09-05 · 305 added, 255 removed, 414 unchanged (57% of the section changed)

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and its subsidiaries.

Liquidity and going concern

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

• We 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.

Our 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, we 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 ended 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 we had to pay dividends and other distributions, and (d) restrict our ability 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).

• We also do 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 under the Revolving Credit Agreement and the Term Loan A Credit Agreement.

If we do 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 we furnish 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 our outstanding indebtedness could be accelerated, and we 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 $163.8 million 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 our 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.

• We were required to provide a $79.1 million 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 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 $79.1 million 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 event of default will exist under the amended debenture agreement.

We are discussing providing this bank guarantee with our creditors under new credit arrangements, and should additional financing or credit capacity be provided under new credit agreements, we intend to comply with the requirements of the waiver.

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

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

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

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

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

As of September 30, 2025, the Revolving Facility was fully drawn with $660.4 million in revolving loans and $69.5 million in letters of credit.

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

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

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

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

Should we not be in compliance with covenants in the Revolving Credit Agreement and Term Loan A Credit Agreement in the future, we 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, we will engage with these holders to avoid an event of early maturity.

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

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

We are activity managing our liquidity as we continue this evaluation with our advisors, and as part of this process, we are negotiating payment plans with significant vendors, most significantly the owners under our vessel charters.

If unsuccessful in these strategic alternatives, we 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 our liquidity or that we will otherwise realize the anticipated benefits.

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

(1) settlement of our claims resulting from the termination of the emergency power services contract in Puerto Rico in the first quarter of 2024, (2) realization of up to $110.0 million in proceeds from the modification of Genera’s Operation and Maintenance Agreement;

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

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

Business overview

We are a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy.

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additionally, we have expanded our focus to building our modular LNG manufacturing business.

Our near-term mission is to provide modern infrastructure solutions to create cleaner, reliable energy while generating a positive economic impact worldwide.

Our long-term mission is to become one of the world’s leading companies providing power free from carbon emissions by leveraging our global portfolio of integrated energy infrastructure.

We discuss this important goal in more detail in our Annual Report, “Items 1 and 2:

Business and Properties” under “Sustainability—Toward a Low Carbon Future.”

Our chief operating decision maker makes resource allocation decisions and assesses performance on the basis of two operating segments, Terminals and Infrastructure and Ships.

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Army Corps of Engineers to support the island’s grid stabilization project with additional power capacity to enable maintenance and repair work on Puerto Rico’s power system and grid.

We commissioned 350MW of duel-fuel power generation using our gas supply in less than 180 days.

We commissioned 350MW of dual-fuel power generation using our gas supply in less than 180 days.

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

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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.

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

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

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

Santa Catarina Facility

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

The Santa Catarina

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

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

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

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2) our own FLNG production;

and 3) additional LNG supply contracts expected to commence in 2027.

additional LNG supply contracts expected to commence in 2027.

Our first FLNG facility began to produce LNG in July 2024, and we expect to generate up to 70 TBtu annually from this facility.

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

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

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

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

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This first FLNG unit has been fully commissioned, and we are in the process of increasing available liquefaction capacity through optimization projects.

We expect to deploy up to two 1.4MTPA additional FLNG units onshore at the existing Altamira LNG import facility.

We are considering a plan to deploy up to two 1.4MTPA additional FLNG units onshore at the existing Altamira LNG import facility.

The terminal also would source feedgas from the CFE from the Sur de Texas-Tuxpan Pipeline.

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

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

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

Barcarena Facility

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

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

160,000 cubic meters of LNG.

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

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

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The power plant is fully contracted under multiple 25-year power purchase agreements to supply electricity to the national electricity grid.

We expect to complete the Barcarena Power Plant in 2025.

We expect to complete the Barcarena Power Plant and reach commercial operation in 2025.

In March 2024, we closed the acquisition of PortoCem Geração de Energia S.A.

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

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.

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

Additionally, we have secured a binding offtake commitment for the

clean hydrogen produced at ZeroPark I.

On July 4, 2025, the Tax Act of 2025 was enacted in the U.S.

The Tax Act of 2025 introduces multiple tax law and other legislative changes, including the rules and timing for the IRA 45V production tax credit.

We continue to evaluate the impact of the tax credit in relation to the project.

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

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

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These locations have, or will have, large existing power plants or permits in process to build several gigawatts of power, connectivity to fiber networks, access to transmission and water.

Recent Developments

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

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

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

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

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

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

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

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

(iii) add an asset sale sweep prepayment provision;

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

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

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

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

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

Other Matters

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On October 21, 2024, we filed an appeal with the USCG under 33 CFR 160.7.

In December 2024 and February 2025, we submitted an updated Letter of Intent and Waterway Suitability Assessments detailing our alternative operational plans to the USCG and are working collaboratively with the USCG to obtain a new Letter of Recommendation to FERC in support of our operations, which we expect to be imminently forthcoming.

In concert with our collaboration with the USCG regarding our new operational plans, we withdrew our appeal on February 14, 2025.

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

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

Results of Operations – Three Months Ended September 30, 2025 compared to Three Months Ended June 30, 2025 and Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

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

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Consolidated Segment Operating Margin is mathematically equivalent to Revenue minus Cost of sales (excluding depreciation and amortization reflected separately) minus Operations and maintenance minus Vessel operating expenses, each as reported in our financial statements.

We believe this non-GAAP measure, as we have defined it, offers a useful supplemental measure of the overall performance of our operating assets in evaluating our profitability in a manner that is consistent with metrics used for management’s evaluation of the overall performance of our operating assets.

We believe this non-GAAP measure, as we have defined it, offers a useful supplemental measure of the overall performance of our operating assets in evaluating our

profitability in a manner that is consistent with metrics used for management’s evaluation of the overall performance of our operating assets.

Consolidated Segment Operating Margin is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to Gross margin, income from operations, net income, cash flow from operating activities or any other measure of performance or liquidity derived in accordance with GAAP.

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

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

Three Months Ended June 30, 2025

The tables below present our segment information for the three months ended September 30, 2025 and June 30, 2025, and for the nine months ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, 2025

(in thousands of $) Terminals and

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Segment Operating Margin $ 44,397 $ 20,245 $ 64,642 $ — $ 64,642

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

(in thousands of $) Consolidated

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Consolidated Segment Operating Margin (Non-GAAP) $ 64,642

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands of $) Terminals and

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(in thousands of $) Consolidated

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

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands of $) Terminals and

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Segment Operating Margin $ 111,792 $ 83,843 $ 195,635 $ — $ 195,635

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(in thousands of $) Consolidated

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Consolidated Segment Operating Margin (Non-GAAP) $ 195,635

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands of $) Terminals and

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

(in thousands of $) Consolidated

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Three Months Ended

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

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

Total revenues $ 301,765 $ 263,236 $ 38,529

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Segment Operating Margin $ 44,397 $ (7,198) $ 51,595

Six Months Ended,

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

Nine Months Ended,

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

Total revenues $ 996,928 $ 1,515,365 $ (518,437)

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Total revenue

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

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

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

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

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

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

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

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

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

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

Total revenue for the Terminals and Infrastructure Segment increased by $38.5 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025, and total revenue for the Terminals and Infrastructure Segment decreased by $518.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The increase in revenue in the third quarter of 2025 when compared to the second quarter of 2025 was primarily attributable to the following:

• We are required to deliver power under power purchase agreements from the Barcarena Power Plant starting in the third quarter of 2025.

The Barcarena Power Plant is currently being commissioned, and as such, we partnered with a local energy trader to supply the required power.

Revenue recognized for the delivery of power under these PPAs in third quarter of 2025 was $93.8 million.

• We entered into sub-charter agreements for the Energos Eskimo commencing in June 2025, and Energos Winter, and Energos Freeze commencing in the third quarter of 2025.

The sub-charter revenue of $27.8 million is included in our Terminals and Infrastructure segment.

The increase above was offset by a decrease in our terminal revenue due to the following:

• We delivered 3.0 TBtu from our Montego Bay Facility and Old Harbour Facility prior to the sale of our Jamaica Business in the second quarter of 2025.

The volumes delivered to our customers from our San Juan Facility and La Paz Facility together decreased from 11.2 TBtu in the second quarter of 2025 to 10.7 TBtu in the third quarter of 2025.

• We recognized $24.3 million of revenue from cargos sales for the three months ended June 30, 2025.

We had no cargo sales for the three months ended September 30, 2025, as we were able to utilize all volumes under our supply contracts in our downstream terminal operations.

• The average Henry Hub index pricing used to invoice our downstream customers decreased by 11% for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025.

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

• For the nine months ended September 30, 2025, volumes delivered to downstream customers were 38.7 TBtu as compared to 62.8 TBtu for the nine months ended September 30, 2024.

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

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

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

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

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

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

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

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

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

revenue from providing operations and maintenance services.

The Company has not recognized any incentive fee

revenue for the six months ended June 30, 2025.

• We delivered 9.4 TBtu from our Montego Bay Facility and Old Harbour Facility prior to the sale of the Jamaica Business in May 2024, compared to 19.8 TBtu during the nine months ended September 30, 2024.

• The reduction in volumes delivered from our terminals was partially offset by higher demand from our customers at the La Paz Facility.

We delivered 8.4 TBtu through the La Paz Facility during the nine months ended September 30, 2025 compared to 6.5 TBtu during the nine months ended September 30, 2024.

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

• Revenue recognized for the delivery of power under PPAs from the Barcarena Power Plant in third quarter of 2025 was $93.8 million.

• We earned sub-charter revenue for Energos Eskimo, Energos Winter, and Energos Freeze of $27.8 million during nine months ended September 30, 2025 , which is included in our Terminals and Infrastructure segment.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 62% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

• Revenue from cargos sales was $207.0 million for the nine months ended September 30, 2025, as compared to $199.1 million for the nine months ended September 30, 2024.

Cost of sales

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Costs to convert natural gas to LNG, including labor, depreciation and other direct costs to operate our liquefaction facilities are also included in Cost of sales.

Starting in the third quarter of 2023, our subsidiary, Genera, began to provide operations and maintenance services to PREPA's thermal generation assets, and cost to provide these services is included in Cost of sales.

Our subsidiary, Genera, provides operations and maintenance services to PREPA's thermal generation assets, and cost to provide these services is included in Cost of sales.

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

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

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

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

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

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

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

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

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

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

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

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

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

Cost of sales decreased by $11.9 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025, primarily driven by lower volumes delivered to our customers, including cargo sales, and lower vessel costs, which is partially offset by higher cost incurred for the delivery of power under PPAs from the Barcarena Power Plant.

• We delivered lower volumes of LNG to our downstream customers of 10.7 TBtu in the third quarter of 2025, compared to 14.2 TBtu in the second quarter of 2025 predominantly due to sale of our Jamaica Business in May

The weighted average cost of gas purchased increased from $8.84 per MMBtu for the three months ended June 30, 2025 to $9.40 per MMBtu for the three months ended September 30, 2025.

• During the three months ended June 30, 2025, we incurred cargo sales costs of $15.7 million.

We did not incur any cargo sales costs during the three months ended September 30, 2025.

• Vessel costs decreased by $22.7 million during the three months ended September 30, 2025 compared to the three months ended June 30, 2025.

The vessel costs were lower in the third quarter as fewer vessels were chartered in our fleet.

We assigned vessels used in the Jamaica Business to the buyer during the second quarter of 2025, and we redelivered certain vessels after their charters ended in the third quarter of 2025.

The decrease in cost of sales for the quarter was largely offset by a $44.1 million increase related to the delivery of power under PPAs from the Barcarena Power Plant.

Cost of sales decreased by $68.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, which was attributable to the following:

• We delivered 38.7 TBtu during the nine months ended September 30, 2025 compared to 62.8 TBtu during the nine months ended September 30, 2025, a reduction of 38% in volumes delivered, principally due to the sale of our Jamaica Business and downtime for repairs and maintenance at our San Juan Facility.

In addition, our customer terminated the grid stabilization project in the first quarter of 2024, resulting in lower volumes delivered in 2025.

• We recognized lower payroll and other operating costs of $60.7 million to provide services under Genera's operations and maintenance contract for the nine months ended September 30, 2025 compared to $77.0 million for the nine months ended September 30, 2024;

these costs are passed onto PREPA.

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

The decrease in the costs of gas were offset by higher weighted average cost of gas purchased from $6.65 per MMBtu for the nine months ended September 30, 2024 to $9.01 per MMBtu for the nine months ended September 30, 2025.

In the first three quarters of 2025, we incurred $119.5 million of cargo sales costs, compared to $102.3 million incurred in the first three quarters of 2024.

Additionally, we incurred $44.1 million in the third quarter related to the delivery of power under PPAs from the Barcarena Power Plant.

The weighted-average cost of our LNG inventory balance to be used in our operations as of September 30, 2025 and December 31, 2024 was $10.01 per MMBtu and $6.90 per MMBtu, respectively.

Vessel operating expenses

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

Vessel operating expenses relate to direct costs such as crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, management fees associated with operating vessels.

Vessel operating expenses remained consistent between the three months ended September 30, 2025 and 2024.

We incurred $3.7 of vessel operating expenses during the nine months ended September 30, 2025 as the sub-charter agreements for certain vessels commenced during 2025 within the segment.

No such costs were incurred in this segment in 2024.

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

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

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

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

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

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

Operations and maintenance decreased by $1.3 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025.

The decrease was primarily attributable to the costs due to the sale of our Jamaica Business in May 2025.

The decrease was partially offset by increase in vessel charter costs and port fees.

Operations and maintenance increased by $33.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 .

The increase is primarily due to higher vessel charter costs, and other operating costs incurred at our Fast LNG unit and the Santa Catarina Facility that were placed into service at the end of

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

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Three Months Ended,

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

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

Total revenues $ 25,602 $ 38,456 $ (12,854)

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Segment Operating Margin $ 20,245 $ 32,165 $ (11,920)

Six Months Ended,

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

Nine Months Ended,

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

Total revenues $ 102,667 $ 128,224 $ (25,557)

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

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

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

Total revenue

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

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

Total revenue for the Ships segment decreased $12.9 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025.

Total revenue for the Ships segment decreased by $25.6 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

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

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

Third-party charters of certain vessels that were part of the Energos Formation Transaction ended during the nine months ended September 30, 2025, and we are either using those vessels at our terminal operations or sub-chartering on a long-term basis.

Revenue from these vessels are now included in the Terminals and Infrastructure segment.

Vessel operating expenses

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

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

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

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

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

Vessel operating expenses decreased $6.3 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

The vessel operating costs were lower during the nine months ended September 30, 2025 as the vessels Energos Winter and Energos Maria have been utilized for our terminal operations at the conclusion of their third party charters.

Other operating results

Three Months Ended, Six Months Ended,

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

Three Months Ended, Nine Months Ended,

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

Selling, general and administrative $ 86,050 $ 57,256 $ 28,794 $ 202,577 $ 223,720 $ (21,143)

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Goodwill impairment expense — 582,172 (582,172) 582,172 — 582,172

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

Loss (gain) on sale 1,705 (472,699) 474,404 (470,994) 77,140 (548,134)

Total operating expense 168,231 412,295 (244,064) 705,031 436,169 268,862

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

Operating (loss) income (103,589) (387,328) 283,739 (509,396) 308,369 (817,765)

Interest expense 210,562 206,408 4,154 630,664 228,850 401,814

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Loss before income taxes (285,109) (557,794) 272,685 (1,011,606) 9,135 (1,020,741)

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

Tax provision (benefit) 8,247 (967) 9,214 35,950 28,012 7,938

Net loss $ (293,356) $ (556,827) $ 263,471 $ (1,047,556) $ (18,877) $ (1,028,679)

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

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

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

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

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

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

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

receivables of $11.6 million.

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

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

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

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

Selling, general and administrative increased by $28.8 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025.

The increase was primarily attributable to a $18.6 million loss from legal proceedings with vendors and additional $8.2 million in bad debt expense associated with receivables that we retained following the sale of our Jamaica Business.

The increase was partially offset with lower screening costs incurred during the current quarter for our development projects.

Selling, general and administrative decreased by $21.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to lower share-based compensation expense and screening costs for our development projects .

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

Transaction and integration costs

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

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

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

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

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

The Company incurred transaction and integration costs of $19.6 million during the three months ended September 30, 2025.

During the third quarter of 2025, we initiated a process to evaluate our capital structure and liquidity, and we have retained a financial advisor and legal counsel to assist in this evaluation.

Our creditors have also retained financial advisors and legal counsel, and we are responsible for these costs.

We incurred $18.6 million towards such professional and consulting fees during the three months ended September 30, 2025.

We incurred $107.0 million of transaction and integration costs during the nine months ended September 30, 2025.

In addition to costs incurred in the current quarter, we incurred $71.1 million of transaction costs directly attributable to the sale of the Jamaica Business, which included fees for novating a vessel charter to the buyer and contingent fees due to our advisors.

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

We did not incur significant transaction and integration costs for the three and nine months ended September 30, 2024.

Depreciation and amortization

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

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

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

Depreciation and amortization decreased by $2.4 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025.

Depreciation and amortization expense increased by $33.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 .

Asset impairment expense

For the three months ended September 30, 2025, the impairment charge of $10.4 million principally relates to costs incurred on certain capitalized development project costs;

during the third quarter, we determined that it was not probable that we would pursue development of these projects.

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

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

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

During the nine months ended September 30, 2024, the impairment charge related to the sale of our Miami Facility.

Goodwill impairment expense

For the three months ended June 30, 2025, we recognized an impairment of goodwill of $582.2 million primarily as a result of (i) the significant increase in the weighted average cost of capital which reflected a higher company specific risk premium, and (ii) a reduction in forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects.

For the nine months ended September 30, 2025 , we recognized an impairment of goodwill of $582.2 million primarily as a result of (i) the significant increase in the weighted average cost of capital which reflected a higher company specific risk premium, and (ii) a reduction in forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects.

(Gain) loss on sale

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

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

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

During the nine months ended September 30, 2025, we recognized a gain of $471.0 million related to the sale.

During the nine months ended September 30, 2024, the Company recognized a loss of $77.1 million from the sale of turbines and related equipment to the PREPA.

Interest expense

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

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

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

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

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

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

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

Interest expense increased by $4.2 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025.

The increase in interest expense was primarily driven by lower interest capitalized of $54.7 million during the quarter ended September 30, 2025 compared to $62.5 million during the quarter ended June 30, 2025 .

Interest expense increased by $ 401.8 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.

The increase was primarily due to an increase in total principal balance outstanding and higher interest rates.

The total principal balance on outstanding facilities was $9.1 billion as of September 30, 2025 as compared to total outstanding debt of $7.8 billion as of September 30, 2024.

We also capitalized interest expense of $ 191.3 million during the first nine months of 2025 compared to $346.9 million for the nine months ended September 30, 2024, as the Fast LNG project and Santa Catarina Facility were placed into service towards the end of 2024.

Other (income) expense, net

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

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

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

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

Other (income) expense, net was $(29.0) million and $(56.3) million for the three months ended September 30, 2025 and June 30, 2025, respectively.

Other (income) expense, net was $(149.2) million and $60.6 million for the nine months ended September 30, 2025 and 2024, respectively.

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

We earned interest income of $10.9 million and $14.0 million for the three months ended September 30, 2025 and June 30, 2025, respectively, largely from the restricted cash for our development projects in Brazil.

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

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

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

dollar denominated debt in our Brazil subsidiary.

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

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

We recorded an unrealized gain on fair valuation of our contingent consideration derivative liabilities and embedded contingent interest derivative of $18.5 million during the nine months ended September 30, 2025.

The Company also recognized interest income of $39.3 million and $14.0 million during the nine months ended September 30, 2025 and September 30, 2024.

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

Loss on extinguishment of debt, net

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

We did not incur any loss on extinguishment of debt for the three months ended September 30, 2025.

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

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

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

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

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

During the nine months ended September 30, 2024 , we recognized a loss on extinguishment of $7.9 million in connection with the prepayment of the Equipment Notes, which represents the prepayment premium and unamortized financing costs.

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

Tax provision

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

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

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

and foreign operations included in our effective tax rate.

We recognized a tax provision for the three months ended September 30, 2025 of $8.2 million compared to a tax benefit of $1.0 million for the three months ended June 30, 2025.

Our tax provision was $36.0 million and $28.0 million for the nine months ended September 30, 2025 and 2024, respectively.

We are recognizing a tax provision on pre-tax losses due to estimated taxes due on the gain from sale of our Jamaica Business, taxation of foreign earnings including estimated tax liabilities under the Pillar Two framework, and recognition of a valuation allowance on our U.S.

and foreign operations.

Factors Impacting Comparability of Our Financial Results

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

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

• Our results of operations include the cost of operating our Fast LNG solution.

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

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

This project represents our largest ever capital project and

placing the asset into service will significantly increase the depreciation recognized in future periods;

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

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

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

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

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

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

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.

Liquidity and Capital Resources

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

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

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

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

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

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

If we are not in compliance with these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the outstanding

principal under the Revolving Facility and Term Loan A and require cash collateralization of all outstanding letters of credit.

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

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

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

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

As of June 30, 2025, the Revolving Facility was fully drawn with $710.4 million in revolving loans and $19.5 million in letters of credit.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

This does not include any capital expenditures related to Klondike.

We have secured financing

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

We expect fully completed Fast LNG units to cost between $1.0 billion and $2.0 billion per unit on average.

Unlike engineering, procurement and construction agreements for traditional liquefaction construction, our contracts with vendors to construct the Fast LNG units allow us to closely control the timing of our spending and construction schedules so that we can complete each project in time frames to meet our business needs.

For example, expected spending for our second and third Fast LNG units that is not currently contracted is excluded from the estimated committed spending.

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

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

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

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

Nine Months Ended September 30,

(in thousands of $) 2025 2024 Change

Cash flows from:

Operating activities $ (575,187) $ 146,200 $ (721,387)

Investing activities 195,653 (1,308,554) 1,504,207

Financing activities (254,270) 1,100,877 (1,355,147)

Net (decrease) increase in cash, cash equivalents, and restricted cash $ (633,804) $ (61,477) $ (572,327)

Cash (used in) / provided by operating activities

Our cash flow used in operating activities was $575.2 million for the nine months ended September 30, 2025, which decreased by $721.4 million from cash provided by operating activities of $146.2 million for the nine months ended September 30, 2024.

Our net loss for the nine months ended September 30, 2025, when adjusted for non-cash items, increased by $815.1 million from the nine months ended September 30, 2024.

Non-cash items during the nine months ended September 30, 2025 included goodwill impairment expense of $582.2 million, and asset impairment expense of $127.9 million related to the Lakach deepwater project and the development project in Pennsylvania.

We also recognized a gain on sale of $471.0 million related to the sale of the Jamaica Business.

Cash outflows during the nine months ended September 30, 2025 includes significant interest payments resulting from both higher amounts of outstanding debt and increased interest rates.

Cash paid for interest, excluding capitalized interest, during 2025 totaled approximately $350 million.

We have recognized reduced cash flows following the sale of our Jamaica

Following the sale of the Jamaica Business, we continue to incur operational and administrative costs that supported all of our operations, including Jamaica.

Additionally, our first FLNG unit was placed in service at the end of 2024, and we have incurred increased operational and maintenance costs as we optimize our LNG production process.

Cash provided by / (used in) investing activities

Our cash flow provided by investing activities was $195.7 million for the nine months ended September 30, 2025, which increased by $1.5 billion from cash used in investing activities of $1.3 billion for the nine months ended September 30, 2024.

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

Cash inflows were offset by cash outflows for continued construction of the PortoCem Power Plant and the Puerto Sandino Facility, and for expansion projects in Puerto Rico.

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

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

Cash (used in) / provided by financing activities

Our cash flow used in financing activities was $254.3 million for the nine months ended September 30, 2025, which increased by $1.4 billion from cash provided by financing activities of $1.1 billion for the nine months ended September 30, 2024.

During the nine months ended September 30, 2025 we had total borrowings of $1.4 billion, a portion of which were used to repay the Barcarena Debentures in full .

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

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

Throughout the first nine months of 2024, we had total borrowings of $3,594.2 million, with such borrowings primarily used to fund continued development of the Fast LNG project, Barcarena Power Plant, and PortoCem Power Plant.

Such borrowings were also used to repay a portion of the 2025 Notes and various asset level financings in Puerto Rico and Brazil.

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

Contractual Obligations

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

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

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

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

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

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

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

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

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

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

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

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

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

Our remaining committed capital expenditures, inclusive of invoiced amounts in Accounts payable, towards these projects is approximately $418 million.

This does not include any capital expenditures related to Klondike.

We have secured financing commitments to continue to develop our Barcarena Power Plant and PortoCem Power Plant, which represents approximately $170 million of our upcoming committed capital expenditures.

We expect fully completed Fast LNG units to cost between $1.0 billion and $2.0 billion per unit on average.

For example, expected spending for our second and third Fast LNG units that is not currently contracted is excluded from the estimated committed spending.

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

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

Lease obligations

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

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

Six Months Ended June 30,

(in thousands of $) 2025 2024 Change

Cash flows from:

Operating activities $ (384,156) $ 162,968 $ (547,124)

Investing activities 301,449 (882,715) 1,184,164

Financing activities (110,428) 735,679 (846,107)

Net (decrease) increase in cash, cash equivalents, and restricted cash $ (193,135) $ 15,932 $ (209,067)

Cash (used in) / provided by operating activities

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

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

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

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

Cash provided by / (used in) investing activities

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

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

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

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

Cash (used in) / provided by financing activities

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

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

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

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

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

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

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

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

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

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

Long-Term Debt

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

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 $163.8 million 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, we 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 our other outstanding debt would become payable on demand.

We do not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants under the Revolving Facility Credit Agreement and the Term Loan A Credit Agreement for the quarter ending 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 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

I n May 2025, we entered into an amendment to the Revolving Facility to, among other things, (i) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025, (ii) permit $270.0 million of proceeds from the sale of the Jamaica Business to be used to prepay and terminate a portion of loans and commitments currently outstanding and otherwise not require the proceeds of the sale of the Jamaica Business to be used to prepay loans and commitments, (iii) provide that the asset sale sweep mandatory prepayment will no longer apply once aggregate commitments are reduced to $550.0 million and (iv) restrict the Company from prepaying the 2026 Notes in excess of $200.0 million other than to avoid springing maturities unless any such prepayment is made using proceeds from refinancing indebtedness or capital contributions.

I n May 2025, we 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 $270.0 million of proceeds from the sale of the Jamaica Business to be used to prepay and terminate a portion of loans and commitments currently outstanding and otherwise not require the proceeds of the sale of the Jamaica Business to be used to prepay loans and commitments, (iii) provide that the asset sale sweep mandatory prepayment will no longer apply once aggregate commitments are reduced to $550.0 million and (iv) restrict the Company from prepaying the 2026 Notes in excess of $200.0 million other than to avoid springing maturities unless any such prepayment is made using proceeds from refinancing indebtedness or capital contributions.

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

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

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

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

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

At this point, substantially all of our outstanding indebtedness would be payable on demand.

Additionally, we have issued letters of credit of $69.5 million in the second quarter of 2025, and including the outstanding letters of credit, we have fully utilized the borrowing capacity of $729.9 million as of September 30, 2025.

In November 2025, we 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 fo r 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 we had to pay dividends and other distributions, and (c) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

We also do 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 we do not enter into an agreement with the lenders under the Revolving Facility to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time we furnish 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 our outstanding indebtedness could be accelerated.

Letter of Credit Facility

In May 2025, we 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 covenants contained therein for the fiscal quarter ended June 30, 2025 and (ii) add a covenant limiting the amount of cash we 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, we entered into a deferral agreement for our 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, we entered into an extension agreement to our Letter of Credit Agreement.

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

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

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

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

(iii) add an asset sale sweep prepayment provision;

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

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

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

On October 24, 2025, we entered into the tenth amendment and deferral agreement to our 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, we 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) remove the minimum liquidity requirement contained therein with respect to each fiscal quarter, (d) remove certain flexibility we had to pay dividends and other distributions, and (e) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness

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

Term Loan B Credit Agreement

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

Quarterly principal payments of approximately $3.2 million are required beginning June 2025.

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

Quarterly principal payments of approximately $3.2 million were required beginning June 2025.

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

The Term Loan B bears interest at a per annum rate equal to Adjusted Term SOFR (as defined in the amendment) plus 5.5%.

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

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

subject to certain exceptions and thresholds.

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

The Term Loan B Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants.

No financial covenant compliance is required under 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.

Term Loan A Credit Agreement

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(iii) require us to make mandatory prepayments with 12.5% of proceeds of a $659.0 million request for equitable adjustment and any other proceeds related to the early termination of contracts associated with the grid stabilization project in Puerto Rico, if and when such proceeds are received.

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

quarter ending December 31, 2025, (iii) 7.25 to 1.00, for the fiscal quarters ending March 31, 2026 and September 30, 2026 and (iv) 6.75 to 1.00, for the fiscal quarter ending December 31, 2026 and each fiscal quarter thereafter.

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

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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.

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

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

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

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

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

We must also comply with certain financial covenants consistent with those under the Revolving Facility, including Debt to EBITDA Ratio and minimum consolidated liquidity.

In November 2025, we 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 we had to pay dividends and other distributions and (c) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

We also do 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 we do 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 we furnish 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 our outstanding indebtedness could be accelerated.

Short-term Borrowings

We have an LNG cargo financing arrangement where it may, from time to time, enter into sales and repurchase agreements with a financial institution, whereby we sell 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, $73.3 million was due under repurchase arrangements with a weighted average interest rate of 7.95%, and we have 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 we 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 PortoCem Debentures included a non-automatic early maturity provision whereby upon multiple downgrades of the Company’s credit rating, early maturity may be declared if approved by the majority of debenture holders.

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

Our 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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however, we were required to provide $50.0 million of the previously required bank guarantee on or before July 7, 2025.

The remaining $79.1 million bank guarantee is due prior to August 17, 2025.

The remaining $79.1 million bank guarantee was due prior to August 17, 2025.

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

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

Additionally, the Company did not provide the required $79.1 million bank guarantee prior to August 17, 2025, and is currently in discussions with the debenture holders to delay or eliminate this requirement.

As the required $79.1 million bank guarantee has not been delayed or eliminated and was not provided prior to August 17, 2025, a majority of debenture holders have the right to call for a meeting of holders and declare an event of early maturity.

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

Additionally, we did not provide the required $79.1 million 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.

The remaining $79.1 million 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.

We are discussing providing this bank guarantee with its creditors under new credit arrangements.

However, based on our current liquidity, we determined that it is not currently probable that the bank guarantee can be provided, absent an agreement with our existing creditors or new lenders, and as such the PortoCem Debentures continue to be classified as a current liability.

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

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

The PortoCem Debentures do not contain any restrictive financial covenants.

EB-5 Loan Agreement

Our loan agreement under the U.S.

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

During the third quarter of 2025, we determined that it was not probable that development of our 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, we had an aggregate principal amount of $100.0 million outstanding (the "EB-5 Loan").

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

We are in discussions with the lenders to obtain a waiver.

South Power 2029 Bonds

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

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

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

Recent Accounting Standards

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis