What changed in this filing

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Item 5. Other Information

2025-11-21 compared with 2025-09-05 · 50 added, 16 removed, 160 unchanged (29% of the section changed)

Other Information.

On August 8, 2025, we entered into the ninth amendment to the Letter of Credit Agreement (the “Ninth Amendment”), by and among the Company, as the borrower, the guarantors party thereto, Natixis, New York Branch, and each of the other financial institutions party thereto, as lenders.

We entered into the Ninth Amendment 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.

(a) As this Quarterly Report on Form 10-Q is being filed within four business days from the applicable triggering events, the below disclosures are being made under this Item 5(a) of Form 10-Q instead of under Item 1.01 “Entry into a Material Definitive Agreement” under Form 8-K.

As previously disclosed, the Company, along with its advisors, is evaluating strategic alternatives to provide additional liquidity and relief from acceleration under its debt agreements.

To that end, the Company is engaged in active and constructive negotiations with holders of its principal outstanding indebtedness toward a comprehensive transaction intended to address approaching debt maturities, substantially reduce total outstanding indebtedness, reduce debt service expense and strengthen working capital and liquidity.

The Company believes that these efforts, if successful, will result in a simpler and more robust capital structure that will better align with the Company’s long-term growth strategies, bolster the Company’s efforts to deliver the highest-quality services to its customers and support the Company’s commitments to vendors, suppliers and others.

The Company has not yet reached agreement with its principal creditor constituencies concerning any such transaction, and there can be no assurance that such negotiations ultimately will succeed and, if successful, that the Company will realize the anticipated benefits.

To facilitate ongoing negotiations, the Company has obtained from certain of its credit facility lenders and noteholders relief from certain actual and potential near-term defaults under those credit facilities and notes, including financial covenant holidays under its Revolving Credit Agreement, Letter of Credit Agreement and Term Loan A Credit Agreement and a forbearance with respect to the New 2029 Notes Issuer’s failure to make its most recent required payment of interest on the New 2029 Notes.

Specifically, on November 18, 2025, the Company and certain of its subsidiaries, including the New 2029 Notes Issuer, entered into the New 2029 Notes Forbearance Agreement, pursuant to which beneficial holders of greater than 70% of the New 2029 Notes agreed to forbear from accelerating or exercising remedies in respect of the event of default that will arise under the indenture governing the New 2029 Notes on account of the New 2029 Notes Issuer’s failure to make the semiannual interest payment on such notes due November 17, 2025, on or before November 20, 2025, when the contractual grace period for such interest payment expires.

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

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

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

On November 20, 2025, the Company entered into the Thirteenth Amendment to the Credit Agreement (the “Thirteenth Amendment”), by and among the Company, as borrower, the guarantors party thereto, the lenders and issuing banks party thereto and MUFG Bank Ltd., as administrative agent and as collateral agent, which amends the Revolving Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility the Company and its subsidiaries had to pay dividends and other distributions and (c) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

On November 14, 2025, the Company entered into the Eleventh Amendment to the Letter of Credit and Reimbursement Agreement (the “Eleventh Amendment”), by and among the Company, as the borrower, the guarantors party thereto, Natixis, New York Branch, as administrative agent and collateral agent, and each of the other financial institutions party thereto, as lenders and issuing banks, which amends the Letter of Credit Facility 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 quarter ended September 30, 2025 and the fiscal quarter ending December 31, 2025, (c) remove the minimum liquidity requirement contained therein with respect to each fiscal quarter, (d) remove certain flexibility the Company had to pay dividends and other distributions, and (e) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

On November 20, 2025, the Company entered into the Sixth Amendment to the Credit Agreement (the “Sixth Amendment”), by and among the Company, as the borrower, the guarantors party thereto, the lenders party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent, which amends the Term Loan A Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility the Company and its subsidiaries had to pay dividends and other distributions and (c) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

The Thirteenth Amendment, Eleventh Amendment and Sixth Amendment provide that if, among other things, the New 2029 Notes Issuer fails to maintain the New 2029 Notes Forbearance Agreement in full force and effect or materially violates its terms, an event of default will occur under the Revolving Credit Agreement, the Letter of Credit Agreement and the Term Loan A Credit Agreement.

If such events of default occur, the lenders and issuing banks would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A Credit Agreement and require cash collateralization of all outstanding letters of credit issued pursuant to the Letter of Credit Facility.

If the lenders and issuing banks choose to exercise such rights under those facilities, substantially all of the Company’s outstanding indebtedness could be accelerated, and the Company may be required or compelled to pursue additional restructuring initiatives to preserve value and optionality, including possible out of court restructurings, or in-court relief, which could have a material and adverse impact on stockholders.

On November 19, 2025, New Fortress Energy Inc.

(the “Company”) received an expected notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company has not yet filed its Form 10-Q for the period ended September 30, 2025 (“Form 10-Q”) with the U.S.

Securities and Exchange Commission (the “SEC”).

The Rule requires listed companies to timely file all required periodic financial reports with the SEC.

The Notice states that the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule.

If Nasdaq accepts the Company’s plan to regain compliance, Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or until May 18, 2026, to file the Form 10-Q to regain compliance.

The Notice has no immediate impact on the listing or trading of the Company’s securities on the Nasdaq Stock Market.

If the Company fails to timely regain compliance with Nasdaq’s listing rules, the Company’s Class A common stock will be subject to delisting from Nasdaq.

The Company is continuing to work diligently to finalize and file its late periodic financial reports as soon as possible within the timeline prescribed by Nasdaq.

Number Description

69 unchanged sentences

Eleventh Amendment to Credit Agreement, dated as of January 31, 2025 to the Credit agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent.

Twelfth Amendment to Credit Agreement, dated as of May 12, 2025 to the Credit agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent.

Conformed through the Twelfth Amendment dated as of May 12, 2025,to Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent.

Amended and Restated Eleventh Amendment to Credit Agreement, dated as of March 3, 2025 to the Credit agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent.

(incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-Q, filed with the SEC on June 30, 2025)

Quarterly Report on Form 10-Q, filed with the SEC on September 5, 2025).

Conformed through the Twelfth Amendment dated as of May 12, 2025 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.38 to the Registrant’s

Quarterly Report on Form 10-Q, filed with the SEC on September 5, 2025).

Equity Purchase and Contribution Agreement, dated as of July 2, 2022, by and among Golar LNG Partners LP and Hygo Energy Transition Ltd., as Sellers, AP Neptune Holdings Ltd, as Purchaser, Floating Infrastructure Holdings LLC, as the Company, and Floating Infrastructure Intermediate LLC, as Holdco Pledgor, and Floating Infrastructure Holdings finance LLC, as Borrower, and New Fortress Energy Inc.(incorporated by reference to Exhibit 10.39 to Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2022).

12 unchanged sentences

Seventh Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated January 31, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent.

(incorporated by reference to Exhibit 10.50 to the Registrant’s Annual Report on Form 10-Q, filed with the SEC on June 30, 2025)

Amended and Restated Seventh Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated March 3, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent.

Eight Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated May 12, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent.

(incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-Q, filed with the SEC on June 30, 2025)

Eighth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated May 12, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.52 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on September 5, 2025).

Conformed through the Eighth Amendment Agreement, dated May 12, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.53 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on September 5, 2025).

Deferral Agreement, dated as of July 2, 2025, by and among the Company, each of the Guarantors as of the date hereof, and certain financial institutions party to the ULCA as lenders and signatory hereto.

Second Deferral Agreement, dated as of July 17, 2025, by and among the Company, each of the Guarantors as of the date hereof, and certain financial institutions party to the ULCA as lenders and signatory hereto.

July Extension Agreement, dated as of July 24, 2025, by and among the Company, each of the Guarantors as of the date hereof, and each of the financial institutions party to the ULCA as lenders and issuing banks.

Second Extension Agreement, dated as of July 31, 2025, by and among the Company, each of the Guarantors as of the date hereof, and each of the financial institutions party to the ULCA as lenders and issuing banks.

Ninth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated August 8, 2025, by and among the Company, the guarantors party to the ULCA, Natixis, New York Branch, as Administrative Agent and Collateral Agent, and each of the Lenders and Issuing Banks party to the ULCA.

Deferral Agreement, dated as of September 30, 2025, by and among the Company, each of the Guarantors as of the date hereof, Natixis, New York Branch, as an issuing bank, and certain financial institutions party to the LCA as lenders and signatory hereto.

Credit Agreement, dated as of October 30, 2023, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.45 to the Registrant's Annual Report on Form 10-K, filed with the SEC on February 29, 2024).

Second Amendment, dated March 3, 2025, to Credit Agreement, dated as of October 30, 2023, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent.

(incorporated by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-Q, filed with the SEC on June 30, 2025)

Indenture, dated March 8, 2024, by and among New Fortress Energy Inc., the subsidiary guarantors from time to time party thereto, and U.S.

16 unchanged sentences

Fourth Amendment to Credit Agreement, dated as of March 3, 2025, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent.

(incorporated by reference to Exhibit 10.62 to the Registrant’s Annual Report on Form 10-Q, filed with the SEC on June 30, 2025)

Fifth Amendment to Credit Agreement, dated as of May 12, 2025, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.65 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on September 5, 2025).

Conformed through the Fifth Amendment to Credit Agreement, dated as of May 12, 2025, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.66 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on September 5, 2025).

Series I Credit Agreement, dated as of November 22, 2024, among the Company, as the borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent.

22 unchanged sentences

(incorporated by reference to Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).

Form of New Fortress Energy Inc.

Retention Agreement, dated as of [ ], 2025, is by and between New Fortress Energy Inc., a Delaware corporation, and [ ] (the “Grantee”).

Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

17 unchanged sentences

NEW FORTRESS ENERGY INC.

September 5, 2025

November 20, 2025

/s/ Wesley R.

1 unchanged sentence

(Principal Executive Officer)

September 5, 2025

November 20, 2025

/s/ Christopher S.

2 unchanged sentences

(Principal Financial Officer)

September 5, 2025

November 20, 2025

/s/ Michael T.

2 unchanged sentences

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 5. Other Information