New Fortress Energy Inc. 10-Q

Item 1. Financial Statements. New Fortress Energy Inc. Condensed Consolidated Balance Sheets As of September 30, 2025 and December 31, 2024 (Unaudited, in thousands of U.S. dollars, except share amounts) September 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 145,237 $ 492,881 Restricted cash 244,104 472,696 Receivables, net of allowances of $ 21,820 and $ 13,629 , respectively 419,761 335,813 Inventory 109,279 103,224 Prepaid expenses and other current assets, net 415,421 205,496 Total current assets 1,333,802 1,610,110 Construction in progress 4,222,750 3,574,389 Property, plant and equipment, net 5,543,873 5,842,807 Right-of-use assets 418,383 618,733 Intangible assets, net 195,821 179,510 Goodwill 15,938 766,350 Deferred tax assets, net 6,559 2,698 Other non-current assets, net 168,481 272,899 Total assets $ 11,905,607 $ 12,867,496 Liabilities Current liabilities Current portion of long-term debt and short-term borrowings $ 6,579,321 $ 539,132 Accounts payable 632,777 473,736 Accrued liabilities 488,905 391,359 Current lease liabilities 63,700 128,362 Other current liabilities 189,057 174,829 Total current liabilities 7,953,760 1,707,418 Long-term debt 2,335,994 8,355,703 Non-current lease liabilities 328,071 475,161 Deferred tax liabilities, net 53,227 73,198 Other long-term liabilities 110,471 166,358 Total liabilities 10,781,523 10,777,838 Commitments and contingencies (Note 22) Series B convertible preferred stock, $ 0.01 par value, — shares authorized, issued and outstanding as of September 30, 2025 ( 96,746 as of December 31, 2024); aggregate liquidation preference of $ — and $ 96,746 at September 30, 2025 and December 31, 2024 — 90,570 Stockholders’ equity Class A common stock, $ 0.01 par value, 750 million shares authorized, 284.6 million issued and outstanding as of September 30, 2025; 266.5 million issued and outstanding as of December 31, 2024 2,846 2,664 Additional paid-in capital 1,772,580 1,674,312 Retained earnings (accumulated deficit) ( 858,057 ) 196,363 Accumulated other comprehensive income 78,025 3,089 Total stockholders’ equity attributable to NFE 995,394 1,876,428 Non-controlling interest 128,690 122,660 Total stockholders’ equity 1,124,084 1,999,088 Total liabilities and stockholders’ equity $ 11,905,607 $ 12,867,496 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income For the three and nine months ended September 30, 2025 and 2024 (Unaudited, in thousands of U.S. dollars, except share and per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues Operating revenue $ 240,318 $ 446,048 $ 852,403 $ 1,346,774 Vessel charter revenue 61,048 59,668 153,223 158,739 Other revenue 26,001 61,819 93,969 180,349 Total revenues 327,367 567,535 1,099,595 1,685,862 Operating expenses Cost of sales (exclusive of depreciation and amortization shown separately below) 196,908 325,292 708,137 776,269 Vessel operating expenses 7,297 8,254 22,529 25,153 Operations and maintenance 58,520 32,062 173,294 139,902 Selling, general and administrative 86,050 82,388 202,577 223,720 Transaction and integration costs 19,649 3,154 106,964 6,285 Depreciation and amortization 50,474 35,364 156,401 123,268 Goodwill impairment expense — — 582,172 — Asset impairment expense 10,353 1,484 127,911 5,756 Loss (gain) on sale 1,705 — ( 470,994 ) 77,140 Total operating expenses 430,956 487,998 1,608,991 1,377,493 Operating (loss) income ( 103,589 ) 79,537 ( 509,396 ) 308,369 Interest expense 210,562 71,107 630,664 228,850 Other (income) expense, net ( 29,042 ) ( 5,836 ) ( 149,241 ) 60,630 Loss on extinguishment of debt, net — — 20,787 9,754 (Loss) income before income taxes ( 285,109 ) 14,266 ( 1,011,606 ) 9,135 Tax provision 8,247 2,953 35,950 28,012 Net (loss) income ( 293,356 ) 11,313 ( 1,047,556 ) ( 18,877 ) Net (loss) income attributable to common stockholders $ ( 299,970 ) $ 8,138 $ ( 1,055,176 ) $ ( 27,967 ) Net (loss) income per share – basic $ ( 1.07 ) $ 0.04 $ ( 3.82 ) $ ( 0.14 ) Net (loss) income per share – diluted $ ( 1.07 ) $ 0.03 $ ( 3.82 ) $ ( 0.15 ) Weighted average number of shares outstanding – basic 281,121,646 205,071,771 276,381,199 205,068,178 Weighted average number of shares outstanding – diluted 281,121,646 208,880,044 276,381,199 206,836,683 Other comprehensive (loss) income: Currency translation adjustment $ 18,547 $ ( 5,963 ) $ 77,135 $ ( 34,228 ) Comprehensive (loss) income ( 274,809 ) 5,350 ( 970,421 ) ( 53,105 ) Comprehensive loss (income) attributable to non-controlling interest ( 6,252 ) ( 2,563 ) ( 8,515 ) ( 6,756 ) Comprehensive (loss) income attributable to stockholders $ ( 281,061 ) $ 2,787 $ ( 978,936 ) $ ( 59,861 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three and nine months ended September 30, 2025 and 2024 (Unaudited, in thousands of U.S. dollars, except share amounts) Series B convertible preferred stock Class A common stock Additional paid-in capital Retained earnings (Accumulated deficit) Accumulated other comprehensive income Non-controlling Interest Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2024 96,746 $ 90,570 266,459,093 $ 2,664 $ 1,674,312 $ 196,363 $ 3,089 $ 122,660 $ 1,999,088 Net income (loss) — — — — — ( 199,581 ) — 2,208 ( 197,373 ) Other comprehensive income (loss) — — — — — — 23,582 671 24,253 Share-based compensation expense — — — — ( 229 ) — — — ( 229 ) Class A stock issued, net of issuance costs — — 661,207 7 363 — — — 370 Acquisition of non-controlling interest — — — — ( 1,356 ) — — 534 ( 822 ) Issuance of shares for vested share-based compensation awards — — 31,814 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 13,086 ) — ( 159 ) — — — ( 159 ) Conversion of Series B convertible preferred stock ( 60,000 ) ( 49,969 ) 6,651,511 67 49,898 — — — 49,965 Dividends — 107 — — — ( 548 ) — ( 3,019 ) ( 3,567 ) Balance as of March 31, 2025 36,746 $ 40,708 273,790,539 $ 2,738 $ 1,722,829 $ ( 3,766 ) $ 26,671 $ 123,054 $ 1,871,526 Net income (loss) — — — — — ( 554,631 ) — ( 2,196 ) ( 556,827 ) Other comprehensive income (loss) — — — — — — 32,755 1,580 34,335 Share-based compensation expense — — — — 5,250 — — — 5,250 Issuance of shares for vested share-based compensation awards — — 720,642 7 — — — — 7 Shares withheld from employees related to share-based compensation, at cost — — ( 309,718 ) ( 3 ) ( 1,648 ) — — — ( 1,651 ) Dividends — 446 — — ( 446 ) — — — ( 446 ) Balance as of June 30, 2025 36,746 $ 41,154 274,201,463 $ 2,742 $ 1,725,985 $ ( 558,397 ) $ 59,426 $ 122,438 $ 1,352,194 Net income (loss) — — — — — ( 299,660 ) — 6,304 ( 293,356 ) Other comprehensive income (loss) — — — — — — 18,599 ( 52 ) 18,547 Share-based compensation expense — — — — 5,544 — — — 5,544 Conversion of Series B convertible preferred stock ( 36,746 ) ( 41,464 ) 10,351,348 — 104 — 41,361 — — — 41,465 Dividends — 310 — — ( 310 ) — — — ( 310 ) Balance as of September 30, 2025 — $ — 284,552,811 $ 2,846 $ 1,772,580 $ ( 858,057 ) $ 78,025 $ 128,690 $ 1,124,084 3 Table of Contents Series A convertible preferred stock Class A common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Non- controlling interest Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2023 — $ — 205,031,406 $ 2,050 $ 1,038,530 $ 527,986 $ 71,528 $ 137,775 $ 1,777,869 Net income — — — — — 54,081 — 2,589 56,670 Other comprehensive income — — — — — — ( 7,349 ) ( 359 ) ( 7,708 ) Share-based compensation expense — — — — 5,248 — — — 5,248 Issuance of shares for vested share-based compensation awards — — 14,126 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 3,708 ) — ( 126 ) — — — ( 126 ) Issuance of Series A convertible preferred stock, net 96,746 96,513 — — — — — — — Dividends — 142 — — — ( 20,645 ) — ( 11,681 ) ( 32,326 ) Balance as of March 31, 2024 96,746 $ 96,655 205,041,824 $ 2,050 $ 1,043,652 $ 561,422 $ 64,179 $ 128,324 $ 1,799,627 Net income — — — — — ( 88,854 ) — 1,994 ( 86,860 ) Other comprehensive income — — — — — — ( 20,526 ) ( 31 ) ( 20,557 ) Share-based compensation expense — — — — 20,064 — — — 20,064 Issuance of shares for vested share-based compensation awards — — 34,578 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 11,074 ) — ( 290 ) — — — ( 290 ) Dividends — 1,190 — — — ( 21,697 ) — ( 3,019 ) ( 24,716 ) Balance as of June 30, 2024 96,746 $ 97,845 205,065,328 $ 2,050 $ 1,063,426 $ 450,871 $ 43,653 $ 127,268 $ 1,687,268 Net income — — — — — 9,299 — 2,014 11,313 Other comprehensive income — — — — — — ( 6,512 ) 549 ( 5,963 ) Share-based compensation expense — — — — 22,543 — — — 22,543 Issuance of shares for vested share-based compensation awards — — 5,331 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 1,299 ) — ( 19 ) — — — ( 19 ) Dividends — ( 1,290 ) — — — ( 21,668 ) — ( 3,019 ) ( 24,687 ) Balance as of September 30, 2024 96,746 $ 96,555 205,069,360 $ 2,050 $ 1,085,950 $ 438,502 $ 37,141 $ 126,812 $ — $ 1,690,455 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2025 and 2024 (Unaudited, in thousands of U.S. dollars) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities Net (loss) $ ( 1,047,556 ) $ ( 18,877 ) Adjustments for: Amortization of deferred financing costs and debt guarantee, net 47,452 18,841 Depreciation and amortization 183,377 123,981 Deferred taxes ( 15,495 ) ( 14,155 ) Share-based compensation 10,565 47,855 Goodwill impairment expense 582,172 — Asset impairment expense 127,911 5,756 Loss on extinguishment of debt 20,787 9,754 (Gain) loss on sale ( 470,994 ) 77,140 (Earnings) recognized from vessels chartered to third parties transferred to Energos ( 24,856 ) ( 72,539 ) Other ( 659 ) 50,026 Changes in operating assets and liabilities, net of Jamaica Business disposition: (Increase) in receivables ( 164,452 ) ( 95,928 ) (Increase) decrease in inventories ( 27,653 ) 23,132 (Increase) in other assets ( 81,184 ) ( 53,989 ) Decrease in right-of-use assets 51,738 145,371 Increase in accounts payable/accrued liabilities 326,521 30,168 (Decrease) in lease liabilities ( 67,816 ) ( 150,251 ) (Decrease) increase in other liabilities ( 25,045 ) 19,915 Net cash (used in) provided by operating activities ( 575,187 ) 146,200 Cash flows from investing activities Capital expenditures ( 758,457 ) ( 1,781,278 ) Sale of Jamaica Business 949,456 — Sale of equity method investment — 136,365 Asset sales — 328,999 Other investing activities 4,654 7,360 Net cash provided by (used in) investing activities 195,653 ( 1,308,554 ) Cash flows from financing activities Proceeds from borrowings of debt 1,375,495 3,594,229 Repayment of debt ( 1,592,321 ) ( 2,342,847 ) Payment of deferred financing costs ( 27,781 ) ( 76,759 ) Payment of dividends ( 3,019 ) ( 61,322 ) Other financing activities ( 6,644 ) ( 12,424 ) Net cash (used in) provided by financing activities ( 254,270 ) 1,100,877 Impact of changes in foreign exchange rates on cash and cash equivalents 57,568 ( 12,614 ) Net (decrease) in cash, cash equivalents and restricted cash ( 576,236 ) ( 74,091 ) Cash, cash equivalents and restricted cash – beginning of period 965,577 310,814 Cash, cash equivalents and restricted cash – end of period $ 389,341 $ 236,723 5 Table of Contents Supplemental disclosure of non-cash investing and financing activities: Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ ( 163,921 ) $ 134,069 Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions 295,174 877,210 Principal payments on financing obligation to Energos by third party charters ( 16,567 ) ( 6,108 ) Proceeds held in escrow 98,635 — Fair value of contingent payments in the Lins Acquisition — 8,080 Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition — ( 125,198 ) The following table identifies the balance sheet line-items included in Cash and cash equivalents and Restricted cash presented in the Condensed Consolidated Statements of Cash Flows: Nine Months Ended September 30, 2025 2024 Cash and cash equivalents $ 145,237 $ 90,842 Restricted cash 244,104 145,881 Cash, cash equivalents and restricted cash – end of period $ 389,341 $ 236,723 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents 1. Organization New Fortress Energy Inc. (“NFE,” together with its subsidiaries, the “Company”), a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas ("LNG") infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Brazil and Mexico. The Company has marine operations with vessels operating under time charters and in the spot market globally. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflects how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. The Company's CODM is its Chief Executive Officer. 2. Basis of presentation The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and reflect all normal and recurring adjustments which are, in the opinion of management, necessary to provide a fair presentation of the financial position, results of operations and cash flows of the Company for the interim periods presented. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual audited consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K/A for the year ended December 31, 2024 (the "Annual Report"). Certain prior year amounts have been reclassified to conform to current year presentation. The accompanying unaudited interim condensed consolidated financial statements contained herein were prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of their issuance, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. The Company's going concern assessment included the following considerations: • The Company recognized operating losses and negative operating cash flows during each of the first three quarters of 2025, with this decline in earnings accelerating in the second quarter of 2025. The Company’s forecasted cash flows are expected to be impacted by, among other things, reduced earnings following the sale of the Jamaica Business and increased interest expense. • In November 2025, the Company entered into amendments to the Revolving Credit Agreement, the Letter of Credit Agreement and the Term Loan A Credit Agreement (each as defined in the Annual Report) to, among other things, (a) in the case of the Letter of Credit Facility (as defined in the Annual Report), extend the maturity date of the facility to March 31, 2026, (b) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 (or in the case of the Letter of Credit Facility, also provide for a covenant holiday for the fiscal quarter ending December 31, 2025) and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025 (or in the case of the Letter of Credit Facility, remove the fiscal quarter minimum liquidity test altogether), (c) remove certain flexibility the Company and its subsidiaries had to pay dividends and other distributions, and (d) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes (as defined in the Annual Report). • The Company also does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio under the Revolving Credit Agreement and the Term Loan A Credit Agreement for the fiscal quarter ending December 31, 2025. If the Company does not enter into an agreement with the lenders under the Revolving Facility (as defined in the Annual Report) and the Term Loan A Credit Agreement to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time the Company furnishes to the administrative agents for the Revolving Facility and Term Loan A Credit Agreement audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A Credit Agreement. If the lenders choose to exercise such rights under those facilities, substantially all of the Company’s outstanding indebtedness could be 7 Table of Contents accelerated, and the Company would not have sufficient liquidity or capital resources to satisfy its outstanding principal obligations. • NFE Financing LLC, a subsidiary of the Company (the “New 2029 Notes Issuer”), did not make the interest payment of $ 163,808 due to holders of the New 2029 Notes on November 17, 2025. An event of default under the indenture governing the New 2029 Notes will arise on November 20, 2025, when the contractual grace period for interest payments on such notes expires. On November 18, 2025, the Company and certain of its subsidiaries, including the New 2029 Notes Issuer, entered into a forbearance agreement with the beneficial holders of greater than 70% of the New 2029 Notes (the “New 2029 Notes Forbearance Agreement”), pursuant to which such beneficial holders agreed to forbear from accelerating or exercising remedies in respect of such event of default. Unless earlier terminated, the New 2029 Notes Forbearance Agreement will terminate on December 15, 2025. Upon the termination of the New 2029 Notes Forbearance Agreement, if a further forbearance or debt restructuring is not agreed to, the holders of the New 2029 Notes could accelerate the outstanding principal balance of the New 2029 Notes, in which case substantially all of the Company's other outstanding debt would become payable on demand. The New 2029 Notes Forbearance Agreement contains conditions, covenants, termination rights and other provisions customary for forbearance agreements of that type. • The Company was required to provide a $ 79,100 bank guarantee to holders of the PortoCem Debentures on or before August 17, 2025; this guarantee was not provided by the deadline, and as a result, a majority of debenture holders had the right to call for a meeting of holders and declare an event of early maturity. On October 11, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to the failure to provide the bank guarantee. The remaining $ 79,100 bank guarantee is now due on or before May 10, 2026, and if this guarantee or an equivalent amount of equity contribution to the project company is not made by this date, an automatic early maturity event will exist under the amended debenture agreement. The Company is discussing providing this bank guarantee with its creditors under new credit arrangements, and should additional financing or credit capacity be provided under new credit agreements, the Company intends to comply with the requirements of the waiver. However, based on the Company's current liquidity, the Company determined that it is not currently probable that the bank guarantee can be provided absent an agreement with its existing creditors or new lenders. If such automatic early maturity event were to occur, substantially all of the Company’s outstanding indebtedness would be payable on demand. • As of September 30, 2025, the Company has $ 510,879 of aggregate principal amount outstanding under the 2026 Notes, which mature on September 30, 2026. If more than $ 100,000 of the 2026 Notes remain outstanding 91 days prior to the maturity date (the "Springing Maturity Date"), the outstanding principal of $ 2,730,127 under the New 2029 Notes becomes due. If any of the 2026 Notes remain outstanding on the Springing Maturity Date, the outstanding balance under the Revolving Facility becomes due. As of September 30, 2025, the Revolving Facility was fully drawn with $ 660,400 in revolving loans plus $ 69,533 in letters of credit. Additionally, if any of the 2026 Notes remain outstanding on July 31, 2026, the outstanding principal under the Term Loan B (as defined below) becomes due. Also, if any of the 2026 Notes remain outstanding 60 days prior to the maturity date of the 2026 Notes, the outstanding principal under the Term Loan A Credit Agreement become due. As of September 30, 2025, there was $ 295,000 outstanding under the Term Loan A Credit Agreement and $ 1,266,078 outstanding under the Term Loan B. As such, management has concluded that, the Company’s current liquidity and forecasted cash flows from operations are not probable to be sufficient to support, in full, its obligations as they become due, and there is substantial doubt as to the Company’s ability to continue as a going concern. Should the Company not be in compliance with covenants in the Revolving Credit Agreement and Term Loan A Credit Agreement in the future, the Company will engage in negotiations with these lenders to obtain a waiver to avoid acceleration of outstanding balances. Additionally, should the Company not provide the additional bank guarantee to holders of the PortoCem Debentures by the required date, the Company will engage with these holders to avoid an event of early maturity. The Company has also initiated a process to evaluate strategic alternatives and has retained a financial advisor to assist in this evaluation. The Company, along with its advisors, is considering all options available, including asset sales, capital raising, debt amendments and refinancing transactions, or other strategic transactions that seek to provide additional liquidity and relief from acceleration under its debt agreements. If unsuccessful in these strategic alternatives, the Company may be required or compelled to pursue additional restructuring initiatives to preserve value and optionality, including possible out of court restructurings, or in-court relief, in the U.K. or the U.S., which could have a material and adverse impact on stockholders. There are inherent uncertainties as the outcome of these negotiations and 8 Table of Contents potential transactions described above are outside management’s control, and therefore there are no assurances that management will be successful in these negotiations and that any of these potential transactions will occur. In addition, there can be no assurances that these transactions will sufficiently improve the Company's liquidity or that the Company will otherwise realize the anticipated benefits. The condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Actual results could be different from these estimates. 3. Adoption of new and revised standards (a) New and amended standards adopted by the Company: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , requiring companies to annually disclose specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires disclosure of income taxes paid (net of refunds received) disaggregated by federal (national), state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The amendments should be applied on a prospective basis, but retrospective application is permitted. The Company will include the new disclosures as required by ASU 2023-09 in the annual financial statements for the year ending December 31, 2025. In March 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , providing illustrative guidance to help entities determine whether profits interest and similar awards should be accounted for as share-based payment arrangements within the scope of Topic 718. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. Early adoption is allowed, and the amendments can be applied on a prospective or retrospective basis. The Company adopted ASU 2024-01 on January 1, 2025 and will apply the amendments on a prospective basis. The Company has not entered into any new or amended agreements which would require the application of the guidance. (b) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2025: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . These amendments require public business entities to disclose additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied prospectively or retrospectively. The Company is currently reviewing the impact that the adoption of ASU 2024-03 may have on the Company's financial statements and disclosures. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets . The amendment provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments of the ASU should be applied prospectively and are effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact that the adoption of ASU 2025-05 may have on the Company's financial statements and disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) . The amendments remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and specify that the disclosures in Subtopic 360-10, Property, 9 Table of Contents Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments can be applied prospectively, on a modified retrospective basis, or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on the Company's financial statements and disclosures. In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) . The amendments provide a scope exception to exclude from derivative accounting nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments can be applied prospectively or on a modified retrospective basis. The Company is currently evaluating the impact that the adoption of ASU 2025-07 may have on the Company's financial statements and disclosures. The Company has reviewed all other recently issued accounting pronouncements and concluded that such pronouncements are either not applicable to the Company or no material impact is expected in the consolidated financial statements as a result of future adoption. 4. Dispositions Jamaica business sale In March 2025, the Company entered into an equity and asset purchase agreement (the “EAPA”) to sell the Company’s Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") to Excelerate Energy Limited Partnership (“EELP”), a subsidiary of Excelerate Energy, Inc. for cash consideration of $ 1,055,000 , inclusive of certain purchase price adjustments. On May 14, 2025, the Company completed the sale of the Jamaica Business. After the repayment of all outstanding South Power Bonds in the amount of $ 227,157 (Note 19) and payment of certain transaction costs in the amount of $ 50,903 , the Company received net proceeds of approximately $ 678,480 , with an additional $ 98,635 of proceeds held in escrow. During the third quarter of 2025, EELP delivered a closing statement to the Company as required under the EAPA, and this closing statement included changes to the purchase price and preliminary net working capital amounts that could result in a material payment to EELP. The Company has delivered a response to the initial closing statement, and recorded a reserve against the $ 4,000 proceeds held in escrow for estimated purchase price adjustment and an accrual of $ 5,262 has been recorded for estimated amount due to EELP as of September 30, 2025 . The Company may incur additional liability due to EELP up to $ 27,730 as both parties continue with their reviews during the purchase price adjustment period. As of September 30, 2025, proceeds held in escrow of $ 77,635 are presented within Prepaid expenses and other current assets, net ( Note 11 ) relating to certain indemnification matters, which are expected to resolve within the next 12 months. The remaining proceeds held in escrow relating to indemnifications for certain tax related matters are presented within Other non-current assets, net ( Note 16 ) on the Condensed Consolidated Balance Sheets as these proceeds are expected to be released to the Company during the year ending December 31, 2029. The book value of the Jamaica Business at the time of sale was $ 569,797 and the Company recognized a gain of $ 470,994 during the nine months ended September 30, 2025, which is presented in (Gain) loss on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company incurred $ 71,080 of transaction costs directly attributable to the sale, including fees for novating a vessel charter to the buyer and contingent fees due to the Company's advisors. These transaction costs are presented within Transactions and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company also recognized guarantee liabilities of $ 4,659 associated with the escrow indemnification matters, which are presented within Other current liabilities and Other non-current liabilities on the Condensed Consolidated Balance Sheets. The divestiture did not meet the criteria to be reported as discontinued operations as it did not represent a strategic shift for the Company. Until the date of sale, the 10 Table of Contents Company reported the operating results for the Jamaica Business in the Company’s Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income in the Terminals and Infrastructure segment. The following is a summary of the carrying amounts of the major classes of assets and liabilities as of closing: May 14, 2025 Assets Current: Cash and cash equivalents $ 6,421 Restricted cash 650 Receivables, net of allowances 65,330 Inventory 24,373 Prepaid expenses and other current assets, net 4,885 Total current assets 101,659 Non-current: Construction in progress 1,934 Property, plant and equipment, net 305,982 Right-of-use assets 144,719 Intangible assets, net 623 Goodwill 184,620 Deferred tax assets, net 13,937 Other non-current assets, net 33,872 Total non-current assets $ 685,687 Total assets $ 787,346 Liabilities Current: Accounts payable $ 8,922 Accrued liabilities 12,975 Current lease liabilities 19,805 Other current liabilities 6,176 Total current liabilities 47,878 Non-current: Non-current lease liabilities 122,085 Deferred tax liabilities, net 42,197 Other long-term liabilities 5,389 Total non-current liabilities $ 169,671 Total liabilities $ 217,549 The following is a summary of the income from continuing operations before taxes for the operations of the Jamaica Business: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Income from continuing operations before taxes $ — $ 17,497 $ 15,171 $ 38,055 Equipment sale In March 2024, the Company completed a series of transactions that included the sale of turbines and related equipment to the Puerto Rico Electric Power Authority ("PREPA") under an Asset Purchase Agreement ("APA"). The book value of the 11 Table of Contents turbines and equipment at the time of sale was $ 368,799 , and the Company recognized a loss of $ 77,530 during the nine months ended September 30, 2024 in Loss (gain) on sale in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company's contract to provide emergency power services to support the grid stabilization project was also terminated as part of the sale transaction. All unrecognized contract liabilities and cost to fulfill at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company believes that there are remedies available under the customer contract, and is currently in pursuit of these remedies. As the result of this process is uncertain, any transaction price associated with closing this contract has been fully constrained. In March 2024, the Company was awarded a gas sale agreement with PREPA pursuant to which the Company provides gas supply to the sold turbines, which expired in March 2025. During 2025, the Company and PREPA agreed to a series of short-term extensions of the gas supply agreement while working towards a long-term solution that is in the best interests of both parties and achieves our mutual goal of sustained, efficient power generation for Puerto Rico. 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. 5. Variable Interest Entities The Company has formed a partnership ("SCP") with an energy trader to structure a power trading operation to fulfill certain of the Company's current year power purchase agreement operations. The Company holds an 87.5 % partnership interest in SCP with the remaining interest held by the local energy trader. SCP determines the results of the structured trading operation and distributes any profits to the partners pro-ratably based on the ownership percentage, and the Company is responsible for any losses incurred in the structured operation. The Company has determined that SCP is a Variable Interest Entity ("VIE") and consolidates the results of operations of SCP as the Company is the primary beneficiary of the VIE; accordingly, SCP has been presented on a consolidated basis in the accompanying unaudited interim condensed consolidated financial statements. As of September 30, 2025, the Condensed Consolidated Balance Sheet includes a receivable of $ 60,251 of SCP based on the estimated results. For the three and nine months ended September 30, 2025, the Company recognized estimated results of the trading operation of $ 59,739 , which was recorded as a reduction of cost within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. The local energy trader's share of these results of $ 7,028 is included in Comprehensive income (loss) attributable to non-controlling interest in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. 6. Revenue recognition Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. LNG cargo sales for the nine months ended 12 Table of Contents September 30, 2025 was $ 207,035 ; no LNG cargo sale revenue was recognized in the third quarter of 2025 . LNG cargo sales for both the three and nine months ended September 30, 2024 were $ 174,570 and $ 199,072 , respectively. The table below summarizes the activity in Other revenue: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Interest income and other revenue $ 47 $ 2,600 $ 11,496 $ 12,276 Operation and maintenance revenue 25,954 59,219 82,473 168,073 Total other revenue $ 26,001 $ 61,819 $ 93,969 $ 180,349 Operation and maintenance reve nue is recognized by the Company's subsidiary, Genera PR LLC ("Genera"), under its contract for the operation and maintenance of PREPA's thermal generation assets. Under this agreement, Genera is paid a fixed annual fee and reimbursed for pass-through expenses, including payroll expenses of Genera employees. Amounts recognized in the three and nine months ended September 30, 2025 include fixed fees and reimbursement of pass-through expenditures. Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. As of September 30, 2025 and December 31, 2024, receivables related to revenue from contracts with customers totaled $ 328,833 and $ 330,944 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 21,820 and $ 13,629 , respectively. Other items included in Receivables, net that are not related to revenue from contracts with customers represent lease receivables and receivables due under the structured trading operation (Note 5), which are accounted for outside the scope of ASC 606. Contract assets include unbilled amounts resulting from contracts with variable considerations, in which the performance obligation is satisfied and revenue is recognized. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations. The contract assets and contract liabilities balances as of September 30, 2025 and December 31, 2024 are detailed below: September 30, 2025 December 31, 2024 Contract assets, net - current $ 36,811 $ 44,902 Contract assets, net - non-current 10,375 20,270 Total contract assets, net $ 47,186 $ 65,172 Contract liabilities, net - current $ 12,144 $ 14,415 Contract liabilities, net - non-current 10,125 11,750 Total contract liabilities, net $ 22,269 $ 26,165 Revenue recognized in the year from: Amounts included in contract liabilities at the beginning of the year $ 3,173 $ 82,454 Contract assets are presented net of expected credit losses of $ 758 and $ 158 as of September 30, 2025 and December 31, 2024, respectively. The Company has recognized costs to fulfill contracts with customers, which primarily consist of expenses required to enhance resources to deliver under agreements with these customers. These costs can include set-up and mobilization costs incurred ahead of the service period, and such costs will be recognized on a straight-line basis over the expected terms of the agreement. As of September 30, 2025, the Company has capitalized $ 12,427 , of which $ 1,602 of these costs is presented within Prepaid expenses and other current assets, net and $ 10,825 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets. As of December 31, 2024, the Company had capitalized $ 22,797 , of 13 Table of Contents which $ 2,205 of these costs was presented within Prepaid expenses and other current assets, net and $ 20,592 was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets. Transaction price allocated to remaining performance obligations Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2025 $ 52,335 2026 372,586 2027 455,024 2028 443,972 2029 432,952 Thereafter 6,793,886 Total $ 8,550,755 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606. Under this expedient, the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements In August 2022, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company transferred ownership of 11 vessels to Energos Infrastructure ("Energos") in exchange for approximately $ 1.85 billion in cash and a 20 % equity interest in Energos (the “Energos Formation Transaction”). The Company's equity investment provided certain rights, including representation on the Energos board of directors, that gave the Company significant influence over the operations of Energos, and as such, the investment was accounted for under the equity method. Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate. In February 2024, the Company sold substantially all of its stake in Energos and therefore, Energos was no longer an affiliate. Vessels included in the Energos Formation Transaction, including those vessels chartered to third parties, continue to be recognized on the Condensed Consolidated Balance Sheets; see Vessels in Note 13. The Company entered into sub-charter agreements for Energos Eskimo, Energos Winter and Energos Freeze that commenced during 2025. These vessels are also 14 Table of Contents included in the table below. The carrying amount of vessels that are leased or sub-chartered to third parties under operating leases is as follows: September 30, 2025 December 31, 2024 Property, plant and equipment $ 816,229 $ 602,192 Accumulated depreciation ( 145,121 ) ( 83,135 ) Property, plant and equipment, net $ 671,108 $ 519,057 The components of lease income from vessel operating leases for the three and nine months ended September 30, 2025 and 2024 are shown below. As the Company has not recognized the sale of all of the vessels included in the Energos Formation Transaction, the operating lease income shown below for the three and nine months ended September 30, 2025 includes revenue of $ 20,643 and $ 80,414 , respectively, from third-party charters of vessels included in the Energos Formation Transaction. The operating lease income shown below for the three and nine months ended September 30, 2024 includes revenue of $ 17,407 and $ 102,569 , respectively, from third-party charters of vessels included in the Energos Formation Transaction. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operating lease income $ 53,606 $ 50,537 $ 138,744 $ 143,840 Variable lease income 7,442 9,131 14,479 14,899 Total operating lease income $ 61,048 $ 59,668 $ 153,223 $ 158,739 7. Leases, as lessee The Company has oper ating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use ("ROU") asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset. Instead, such payments are accounted for as variable lease cost when the condition that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of September 30, 2025 and December 31, 2024, ROU assets, current lease liabilities and non-current lease liabilities consisted of th e following: 15 Table of Contents September 30, 2025 December 31, 2024 Operating right-of-use-assets $ 400,992 $ 599,937 Finance right-of-use-assets (1) 17,391 18,796 Total right-of-use assets $ 418,383 $ 618,733 Current lease liabilities: Operating lease liabilities $ 59,618 $ 124,391 Finance lease liabilities 4,082 3,971 Total current lease liabilities $ 63,700 $ 128,362 Non-current lease liabilities: Operating lease liabilities $ 327,248 $ 471,961 Finance lease liabilities 823 3,200 Total non-current lease liabilities $ 328,071 $ 475,161 (1) Finance lease ROU assets are recorded net of accumulated amortization of $ 8,514 and $ 8,134 , respectively, as of September 30, 2025 and December 31, 2024. For the three and nine months ended September 30, 2025 and 2024, the Company’s operating lease cost recorded within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Fixed lease cost $ 14,675 $ 44,501 $ 91,604 $ 120,749 Variable lease cost 1,415 — 1,188 2,709 Short-term lease cost 238 1,870 1,748 8,460 Lease cost - Cost of sales $ 11,367 $ 43,790 $ 81,234 $ 109,798 Lease cost - Operations and maintenance 2,766 1,104 8,591 16,250 Lease cost - Selling, general and administrative 2,195 1,477 4,715 5,870 For the three months ended September 30, 2025 and 2024, the Company has capitalized $ 12,136 and $ 9,522 of lease costs, respectively. For the nine months ended September 30, 2025 and 2024, the Company has capitalized $ 19,273 and $ 46,659 of lease costs, respectively. Capitalized costs include vessels and port space used during the commissioning of development projects. Short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory. The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases. For the three and nine months ended September 30, 2025 and 2024, the Company’s finance interest expense and amortization recorded in Interest expense and Depreciation and amortization, respectively, within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Interest expense related to finance leases $ 64 $ 150 $ 231 $ 872 Amortization of right-of-use asset related to finance leases 369 471 1,113 5,795 Cash paid for operating leases is reported in operating activities in the Condensed Consolidated Statements of Cash Flows. Supplemental cash flow information related to leases was as follows for the nine months ended September 30, 2025 and 2024: 16 Table of Contents Nine Months Ended September 30, 2025 2024 Operating cash outflows for operating lease liabilities $ 130,948 $ 141,021 Financing cash outflows for finance lease liabilities 2,493 6,713 Right-of-use assets obtained in exchange for new operating lease liabilities — 206,344 The future payments due under operating and finance leases as of September 30, 2025 are as follows: Operating Leases Financing Leases Due remainder of 2025 $ 31,036 $ 1,755 2026 88,264 2,577 2027 88,301 89 2028 86,817 89 2029 62,781 89 Thereafter 196,687 763 Total lease payments $ 553,886 $ 5,362 Less: effects of discounting 167,020 457 Present value of lease liabilities $ 386,866 $ 4,905 Current lease liability $ 59,618 $ 4,082 Non-current lease liability 327,248 823 As of September 30, 2025, the weighted average remaining lease term for operating leases was 7.2 years and finance leases was 3.1 years . The weighted average discount rate associated with operating leases as of September 30, 2025 was 10.8 % and as of December 31, 2024 was 10.3 %. The weighted average discount rate associated with finance leases as of September 30, 2025 was 5.4 % and as of December 31, 2024 was 5.2 %. As the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. 8. Financial instruments Foreign currency risk management During 2024, the Company entered into a series of foreign exchange forward contracts and zero-cost collars to reduce exchange rate risk associated with U.S. dollar borrowings and expected capital expenditures. As of September 30, 2025, t he notional amount of outstanding foreign exchange contracts was approximately $ 12,900 . These instruments are expected to settle through the third quarter of 2026. The amount of loss (gain) recognized in Other (income) expense, net in the 17 Table of Contents Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 is as follows: Financial instrument Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Foreign exchange forward contracts $ — $ 2,242 $ 13,993 $ ( 902 ) Zero-cost collar options 677 2,369 4,942 ( 4,581 ) Total 677 4,611 18,935 ( 5,483 ) The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties. Embedded contingent interest derivative During 2024, the Company entered into a side letter with lenders in the Term Loan A Credit Agreement, under which the Company's interest on the Term Loan A would increase by 2 % if the lenders demand that the Company pursue a refinancing of the Term Loan A and the Company is not able to successfully refinance. This contingent interest feature meets the definition of a derivative and requires bifurcation from the debt host contract. Changes to the fair value of this derivative are recognized within Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . Fair value Fair value measurements and disclosures require the use of valuation techniques to measure fair value that maximize the use of observable inputs and minimize use of unobservable inputs. These inputs are prioritized as follows: • Level 1 – observable inputs such as quoted prices in active markets for identical assets or liabilities. • Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities or market corroborated inputs. • Level 3 – unobservable inputs for which there is little or no market data and which require the Company to develop its own assumptions about how market participants price the asset or liability. The valuation techniques that may be used to measure fair value are as follows: • Market approach – uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. • Income approach – uses valuation techniques, such as the discounted cash flow technique, to convert future amounts to a single present amount based on current market expectations about those future amounts. • Cost approach – based on the amount that currently would be necessary to replace the service capacity of an asset (replacement cost). The Company uses the market approach when valuing investment in equity securities and foreign exchange forward contracts which are recorded in Prepaid expenses and other current assets, net, Other non-current assets, net, and Other current liabilities on the Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024. The Company uses the income approach for valuing the contingent consideration derivative liabilities and embedded contingent interest derivative. The contingent consideration derivative liabilities represent consideration due to the sellers in asset acquisitions when certain contingent events occur and are recorded within Other current liabilities and Other long-term liabilities based on the timing of expected settlement. The embedded contingent interest derivative represents incremental interest payments due to the lenders when certain contingent events occur and is recorded within Other current liabilities and Other long-term liabilities based on the timing of expected payments. 18 Table of Contents The fair value of derivative instruments is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties. The Company estimates fair value of the contingent consideration derivative liabilities using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring. The Company estimates fair value of the embedded contingent interest derivative using a discounted cash flows method with discount rate based on the effective interest rate for the debt host instrument as well as a probability of the contingent events occurring. The followi ng table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of September 30, 2025 and December 31, 2024: Level 1 Level 2 Level 3 Total September 30, 2025 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 437 — 437 Liabilities Contingent consideration derivative liabilities — — 35,147 35,147 Embedded contingent interest derivative — — 119 119 December 31, 2024 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 22,055 — 22,055 Liabilities Foreign exchange contracts — 1,168 — 1,168 Contingent consideration derivative liabilities — — 41,984 41,984 Embedded contingent interest derivative — — 10,629 10,629 The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of September 30, 2025 and December 31, 2024 and are classified as Level 1 within the fair value hierarchy. The table below summarizes the total (gains) losses for instruments measured at Level 3 in the fair value hierarchy. The (gains) losses for contingent consideration derivative liabilities and embedded contingent interest derivative are recorded within Other (income) expense, net, and Interest expense, net, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and nine months ended September 30, 2025 and 2024 as shown below: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Unrealized (gain) loss Contingent consideration derivative liabilities $ ( 1,825 ) $ ( 2,723 ) $ ( 8,029 ) $ ( 5,027 ) Embedded contingent interest derivative ( 4,671 ) — ( 10,510 ) — Realized (gain) loss Contingent consideration derivative liabilities 1,116 — 1,116 — During the three and nine months ended September 30, 2025 and 2024, the Company had no transfers in or out of Level 3 in the fair value hierarchy. During the first quarter of 2024, the Company sold substantially all of its investment in Energos; 19 Table of Contents this investment had been accounted for as an equity method investment. The Company retained an investment in Energos valued at $ 1,000 , which is shown as a Level 3 investment in equity securities in the table above. 9. Restricted cash As of September 30, 2025 and December 31, 2024, restricted cash consisted of the following: September 30, 2025 December 31, 2024 Cash restricted under the terms of loan agreements $ 203,890 $ 422,098 Collateral for letters of credit and performance bonds 40,214 50,598 Total restricted cash $ 244,104 $ 472,696 Uses of cash proceeds under the BNDES Term Loan, Brazil Financing Notes and PortoCem Debentures (see Note 19) are restricted to certain payments to construct the Company's power plants in Brazil. 10. Inventory As of September 30, 2025 and December 31, 2024, inventory consisted of the following: September 30, 2025 December 31, 2024 LNG and natural gas inventory $ 90,522 $ 67,232 Automotive diesel oil inventory 844 7,934 Bunker fuel, materials, supplies and other 17,913 28,058 Total inventory $ 109,279 $ 103,224 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . No adjustments were recorded during the three and nine months ended September 30, 2025 and 2024. 11. Prepaid expenses and other current assets As of September 30, 2025 and December 31, 2024 , prepaid expenses and other current assets consisted of the following: September 30, 2025 December 31, 2024 Prepaid expenses $ 60,235 $ 28,667 Recoverable taxes 145,157 98,101 Contract assets (Note 6) 36,811 44,902 Proceeds held in escrow (Note 4) 77,635 — Derivative asset 437 19,807 Short-term receivable 40,899 — Other current assets 54,247 14,019 Total prepaid expenses and other current assets, net $ 415,421 $ 205,496 In the fourth quarter of 2024, the Company novated an LNG supply contract to a customer. In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier (Note 18). In exchange for this guarantee, the Company will receive payments totaling $ 126,668 from the counterparty. These payments will be made between the third quarter of 2026 through the first quarter of 2028, and a portion of the discounted value of the payment stream has 20 Table of Contents been recorded as a receivable. The balance has been presented as short-term and long-term (Note 16) based on the expected timing of receipt. Other current assets as of September 30, 2025 and December 31, 2024 primarily consists of deposits. 12. Construction in progress The Company’s construction in progress activity during the nine months ended September 30, 2025 is detailed below: September 30, 2025 Construction in progress as of December 31, 2024 $ 3,574,389 Additions 711,267 Asset impairment expense (Note 14) ( 121,358 ) Impact of currency translation adjustment 202,347 Assets placed in service ( 141,961 ) Dispositions (Note 4) ( 1,934 ) Construction in progress as of September 30, 2025 $ 4,222,750 Interest expense of $ 191,312 and $ 346,856 , inclusive of amortized debt issuance costs, was capitalized for the nine months ended September 30, 2025 and 2024, respectively. The Company has significant development activities in Latin America. The successful completion of these development projects is subject to various risks, such as obtaining government approvals, identifying suitable sites, securing financing and permitting, and ensuring contract compliance. 13. Property, plant and equipment, net As of September 30, 2025 and December 31, 2024, the Company’s property, plant and equipment, net consisted of the following: September 30, 2025 December 31, 2024 LNG liquefaction facilities $ 3,251,416 $ 3,316,504 Vessels 1,752,718 1,575,299 Terminal and power plant equipment 422,763 630,822 Gas pipelines 291,355 323,196 Power facilities 157,219 283,470 ISO containers and other equipment 46,104 66,766 Land 56,733 51,897 Leasehold improvements 49,007 49,862 Accumulated depreciation ( 483,442 ) ( 455,009 ) Total property, plant and equipment, net $ 5,543,873 $ 5,842,807 The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of September 30, 2025 and December 31, 2024 was $ 1,383,000 and $ 1,272,334 , respectively. Depreciation expense for the three months ended September 30, 2025 and 2024 totaled $ 55,777 and $ 32,017 , respectively, of which $ 8,260 and $ 217 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . Depreciation expense for the nine months ended September 30, 2025 and 2024 totaled $ 171,823 and $ 110,167 , respectively, of which $ 26,975 and $ 712 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. 21 Table of Contents 14. Impairment of long-lived assets The Company performs a recoverability assessment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the three and nine months ended September 30, 2025, the Company recognized asset impairment expenses of $ 10,353 and $ 127,911 , respectively, in the Terminals and Infrastructure segment. Due to the goodwill impairment triggering event identified in May 2025 (Note 15), the Company performed a recoverability test of its long-lived assets, including ROU assets and definite lived intangible assets. This analysis uses estimated undiscounted cash flow projects expected to be generated over the remaining useful life of the primary asset of the asset group at the lowest level with identifiable cash flows that are independent of other assets. Based on the recoverability tests performed, the Company recorded an impairment charge of $ 117,311 , primarily relating to the Lakach deepwater project in the amount of $ 47,294 , and the development project in Pennsylvania in the amount of $ 48,155 . The Company has determined that it was not probable that it would pursue development of the Lakach deepwater project, and after this impairment, there are no longer any costs capitalized for this project. In testing the recoverability of the capitalized costs for the development project in Pennsylvania, the Company used a range of possible outcomes (which included using the land for a potential data center project) and concluded that the asset group was not recoverable. Accordingly, the Company recognized an impairment charge to reduce the carrying value of the asset group to its estimated fair value. The determination of the estimated fair value of the asset group used analyses obtained from independent third-party valuation specialists based on market observable inputs, representing Level 2 assets determined based on Level 2 inputs. The Company recognized impairment expenses of $ 1,484 and $ 5,756 , respectively, during the three and nine months ended September 30, 2024, primarily related to the sale of the Miami Facility. The Company measures fair value of certain assets on a non-recurring basis when GAAP requires the application of fair value, including events or changes in circumstances that indicate that carrying amounts of assets may not be recoverable. Assets subject to these measurements include goodwill (Note 15), intangible assets, property, plant and equipment and leased assets. We record such assets at fair value when it is determined the carrying value may not be recoverable. Depending on the underlying nature of the asset group, fair value measurements for assets subject to impairment tests are determined using a market approach, which uses Level 2 inputs, including quoted prices for similar assets or market corroborated inputs ; or an income approach, which uses Level 3 inputs, including assumptions as to future cash flows from operations of the underlying assets. 15. Goodwill and intangible assets Goodwill The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment assessment is conducted as of October 1st of each year. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company will perform its annual goodwill impairment assessment as of October 1, 2025. During the three months ended June 30, 2025 , the Company identified an interim impairment triggering event due to the significant decline in the Company's stock price. Using level 3 inputs, the Company performed a quantitative assessment of each of the reporting units using the income approach, specifically a discounted cash flow method. This method required the Company to apply significant assumptions and unobservable inputs, including projected EBITDA, weighted average cost of capital ("WACC") (and estimates included in the WACC) and terminal growth rate. Based on the impairment assessment, the Company recorded an impairment charge in the Terminals and Infrastructure reporting unit primarily as a result of (i) the significant increase in the WACC which reflected a higher company specific risk premium, and (ii) a 22 Table of Contents reduction in forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects. Below is a summary of the changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2025: Terminals and infrastructure Ships Total Balance as of December 31, 2024 $ 750,412 $ 15,938 $ 766,350 Adjustments 16,380 — 16,380 Divestitures (1) ( 184,620 ) — ( 184,620 ) Impairment losses ( 582,172 ) — ( 582,172 ) Balance as of September 30, 2025 $ — $ 15,938 $ 15,938 (1) Upon classification of the Jamaica Business as held for sale on March 31, 2025, the Company allocated $ 172,094 of goodwill from the Terminals and Infrastructure reporting unit to include in the carrying value of the disposal group on a relative fair value basis. On May 14, 2025, the Company allocated $ 12,526 of additional goodwill to the Jamaica Business and subsequently derecognized the allocated goodwill with the assets and liabilities of the Jamaica Business (See Note 4). Intangible assets The following tables summarize the composition of intangible assets as of September 30, 2025 and December 31, 2024: September 30, 2025 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract $ 162,045 $ ( 13,431 ) $ ( 9,823 ) $ 138,791 17 Permits and development rights 61,894 ( 8,884 ) 2,249 55,259 34 Easements 660 ( 136 ) — 524 30 Indefinite-lived intangible assets Easements 1,191 — 56 1,247 n/a Total intangible assets $ 225,790 $ ( 22,451 ) $ ( 7,518 ) $ 195,821 December 31, 2024 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract $ 162,045 $ ( 5,942 ) $ ( 31,301 ) $ 124,802 17 Favorable vessel charter contracts 17,700 ( 14,942 ) — 2,758 4 Permits and development rights 61,894 ( 6,417 ) ( 5,793 ) 49,684 34 Easements 1,555 ( 392 ) — 1,163 30 Indefinite-lived intangible assets Easements 1,191 — ( 88 ) 1,103 n/a Total intangible assets $ 244,385 $ ( 27,693 ) $ ( 37,182 ) $ 179,510 23 Table of Contents Amortization expense for the three months ended September 30, 2025 and 2024 was $ 2,700 and $ 2,876 , respectively. Amortization expense for the nine months ended September 30, 2025 and 2024 was $ 10,441 and $ 7,307 , respectively. In the third quarter of 2023, An Bord Pleanála (“ABP”), Ireland's planning commission, denied our application for the development of an LNG terminal and power plant. We challenged this decision, and in September 2024, the High Court of Ireland ruled that the ABP did not have appropriate grounds for the denial of our permit. In March 2025, ABP withdrew their appeal to the September 2024 High Court decision. ABP is now reconsidering our planning application in accordance with Irish Law. Further, in March 2025, An Coimisiún Pleanála (previously ABP) granted the Company's application to construct a 600 MW power plant and a separate application to construct the 220 kV electricity interconnect. The Company is able to fuel this power plant via the LNG marine import terminal, if approved, or using gas provided from the Company's permitted pipeline interconnection. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, which could preclude the development of this project; however, management continues to assess all options in respect of future developments for the land held. 16. Other non-current assets, net As of September 30, 2025 and December 31, 2024 , Other non-current assets, net consisted of the following: September 30, 2025 December 31, 2024 Long term receivables (Note 11) $ 78,767 $ 114,677 Cost to fulfill (Note 6) 10,825 20,592 Contract asset, net (Note 6) 10,375 20,270 Financing costs 21,473 57,568 Other 47,041 59,792 Total other non-current assets, net $ 168,481 $ 272,899 Financing costs includes deferred costs associated with the Company's Revolving Facility. Other non-current assets includes the development costs for hosted software products, proceeds held in escrow from the sale of the Jamaica Business (Note 4), and investments in equity securities, which includes investments without a readily determinable fair value of $ 8,678 as of both September 30, 2025 and December 31, 2024. The Company has not recognized any gains or losses in the value of these investments during 2025. 17. Accrued liabilities As of September 30, 2025 and December 31, 2024, Accrued liabilities consisted of the following: September 30, 2025 December 31, 2024 Accrued development costs $ 78,838 $ 113,193 Accrued interest 212,210 84,566 Accrued bonuses 16,059 37,415 Accrued inventory — 93,319 Other accrued expenses 181,798 62,866 Total accrued liabilities $ 488,905 $ 391,359 24 Table of Contents 18. Other current liabilities As of September 30, 2025 and December 31, 2024 , Other current liabilities consisted of the following: September 30, 2025 December 31, 2024 Guarantee liability $ 40,899 $ — Derivative liabilities 31,248 29,417 Contract liabilities (Note 6) 12,144 14,415 Income tax payable 40,188 88,607 Due to affiliates 4,280 11,530 Other current liabilities 60,298 30,860 Total other current liabilities $ 189,057 $ 174,829 In the fourth quarter of 2024, the Company novated an LNG supply contract to a customer. In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier, and in exchange for this guarantee, the customer will make payments to the Company between the third quarter of 2026 through the first quarter of 2028 totaling $ 126,668 (Note 11). The Company recognized a guarantee liability, which has been presented as short-term and long-term (Note 20) based on the timing of performance by the LNG supplier. 19. Debt As of September 30, 2025 and December 31, 2024 , debt consisted of the following: September 30, 2025 December 31, 2024 Corporate debt Senior Secured Notes, due November 2029 $ 2,726,248 $ 2,728,269 Senior Secured Notes, due September 2026 510,879 509,022 Senior Secured Notes, due March 2029 234,144 233,789 Revolving Facility 660,400 1,000,000 Term Loan B, due October 2028 1,159,210 776,353 Term Loan A, due July 2027 277,694 321,573 Short-term Borrowings 73,279 179,890 Sale leaseback financing Vessel Financing Obligation, due August 2042 1,380,058 1,366,293 Tugboat Financing, due December 2038 45,814 46,224 Asset level financing PortoCem Debentures, due September 2040 871,843 729,259 BNDES Term Loan, due October 2045 369,345 350,525 Brazil Financing Notes, due August 2029 371,530 — Turbine Financing, due July 2027 135,961 142,549 EB-5 Loan, due July 2028 98,910 98,647 South Power 2029 Bonds, due May 2029 — 217,871 Barcarena Debentures, due October 2028 — 194,571 Total debt $ 8,915,315 $ 8,894,835 Current portion of long-term debt $ 6,579,321 $ 539,132 Long-term debt 2,335,994 8,355,703 Long-term debt is recorded at am ortized cost on the Condensed Consolidated Balance Sheets. The fair value of the Company's long-term debt was $ 5,769,249 and $ 9,087,890 as of September 30, 2025 and December 31, 2024, respectively, 25 Table of Contents and is classified as Level 2 within the fair value hierarchy. The Company's debt arrangements include cross-acceleration clauses whereby events of default under an individual debt agreement can lead to acceleration of principal under other debt arrangements. The terms of the Company's debt instruments have been described in the Annual Report on Form 10-K. Significant changes to the Company's outstanding debt are described below. New 2029 Notes and 2029 Notes Interest payments are due on the New 2029 Notes semi-annually in May and November of each year, and an interest payment of $ 163,808 was due on November 17, 2025, with a contractual three -day grace period to November 20, 2025. Prior to the expiration of the contractual three -day grace period, the Company entered into a forbearance agreement with the beneficial holders of greater than 70 % of the New 2029 Notes, pursuant to which the holders agreed to forbear from accelerating or exercising remedies in respect of an event of default that has arisen thereunder on account of the issuer’s failure to pay interest due on November 17, 2025. The term of the forbearance agreement is through December 15, 2025, and upon the termination of the forbearance agreement, if further forbearance or debt restructuring is not agreed to, the holders of the New 2029 Notes could accelerate the outstanding principal balance of the New 2029 Notes, in which case substantially all of the Company's other outstanding debt would become payable on demand. The New 2029 Notes Forbearance Agreement contains certain conditions, covenants, termination rights and other provisions customary for forbearance agreements of that type. The Company does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants under the Revolving Credit Agreement and the Term Loan A Credit Agreement for the quarter ended December 31, 2025; see discussion below. The indenture governing the New 2029 Notes contains cross-default provisions that would automatically accelerate the maturity date of all outstanding balances under the New 2029 Notes upon an event of default in the Revolving Credit Agreement and Term Loan A Credit Agreement due to a covenant violation. As such, the outstanding principal balance of the New 2029 Notes has been presented as a current liability. The indenture governing the 2029 Notes (as defined in the Annual Report) contains cross acceleration provisions that would allow these lenders to accelerate the maturity date of outstanding principal balances under the 2029 Notes upon an acceleration of outstanding principal balances under Revolving Facility and Term Loan A Credit Agreement due to a covenant violation. As such, the outstanding principal balance of the 2029 Notes has been presented as a current liability. Revolving Facility In May 2025, the Company entered into an amendment to the Revolving Credit Agreement to, among other things, (i) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025, (ii) permit $ 270,000 of proceeds from the sale of the Jamaica Business to be used to prepay and terminate a portion of loans and commitments currently outstanding and otherwise not require the proceeds of the sale of the Jamaica Business to be used to prepay loans and commitments, (iii) provide that the asset sale sweep mandatory prepayment will no longer apply once aggregate commitments are reduced to $ 550,000 and (iv) restrict the Company from prepaying the 2026 Notes in excess of $ 200,000 other than to avoid springing maturities unless any such prepayment is made using proceeds from refinancing indebtedness or capital contributions. In May 2025, the Company repaid $ 270,000 of outstanding balance under the Revolving Facility which permanently reduced the borrowing capacity to $ 730,000 . As a result, the Company recognized a Loss on extinguishment of debt, net of $ 10,634 i n the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income representing write-off of unamortized deferred financing costs. As of September 30, 2025, total remaining unamortized deferred financing costs for the Revolving Facility were $ 21,298 . Additionally, the Company has issued letters of credit of $ 69,533 in 2025, and including the outstanding letters of credit, the Company has fully utilized the borrowing capacity of $ 729,933 as of September 30, 2025. In November 2025, the Company entered into an amendment to the Revolving Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility the Company or any of its subsidiaries had to pay dividends and other distributions, and (c) restrict the ability for the Company or any of its 26 Table of Contents subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes. The Company also does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025. If the Company does not enter into an agreement with the lenders under the Revolving Facility to provide for a covenant holiday and other covenant relief for the fiscal quarter ending December 31, 2025, by the time the Company furnishes to the administrative agents for the Revolving Facility audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility. If the lenders choose to exercise such rights, substantially all of the Company’s outstanding indebtedness could be accelerated. Letter of Credit Facility In May 2025, the Company entered into the eighth amendment to the Letter of Credit Agreement, to, among other things, (i) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025 and (ii) add a covenant limiting the amount of cash the Company can use to repurchase the 2026 Notes, other than payments to avoid springing maturities in respect thereof or with proceeds of certain permitted debt or equity refinancing transactions. On July 2, 2025, the Company entered into a deferral agreement for its Letter of Credit Agreement. The deferral agreement deferred the date on which the Company was required to cash collateralize the letters of credit scheduled that would remain outstanding on or after July 24, 2025, the then-current maturity date (the “Cash Collateralization Requirement”) until July 17, 2025. The Cash Collateralization Requirement was subsequently deferred in a second deferral agreement, dated July 17, 2025, until July 24, 2025. On July 24, 2025, the Company entered into an extension agreement to its Letter of Credit Agreement. The extension agreement extended the maturity date to July 31, 2025 and deferred the Cash Collateralization Requirement until July 31, 2025. Pursuant to a second extension agreement on July 31, 2025, the then-current maturity date was extended to August 8, 2025 and the Cash Collateralization Requirement was deferred to August 8, 2025. On August 8, 2025, the Company entered into the ninth amendment to its Letter of Credit Agreement to, among other things, (i) change the facility from uncommitted to committed; (ii) extend the maturity date to November 14, 2025; (iii) add an asset sale sweep prepayment provision; and (iv) make certain changes to fees and pricing. In addition, the commitments were reduced to approximately $ 195,000 were scheduled to automatically reduce on October 5, 2025 to approximately $ 155,000 . On September 30, 2025, the Company entered into a deferral agreement for its Letter of Credit Agreement to, among other things, further defer the Cash Collateralization Requirement to November 14, 2025. On October 24, 2025, the Company entered into the tenth amendment and deferral agreement to its Letter of Credit Agreement to, among other things, delay the reduction of commitments until a date that certain letters of credit were issued and/or renewed (not to be later than November 14, 2025). On November 14, 2025, the Company entered into the eleventh amendment to the Letter of Credit Agreement to, among other things, (a) extend the maturity date of the Letter of Credit Facility to March 31, 2026, (b) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarters ended September 30, 2025 and December 31, 2025, (c) removes the minimum liquidity requirement contained therein with respect to each fiscal quarter, (d) removes certain flexibility the Company had to pay dividends and other distributions, and (e) restricts the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness. As of September 30, 2025, the Company had $ 195,000 of letters of credit outstanding under the Letter of Credit Facility. Term Loan B Credit Agreement In March 2025, the Company entered into an amendment to the Term Loan B Credit Agreement. Pursuant to the amendment, certain lenders agreed to provide incremental term loans in an aggregate principal amount of up to $ 425,000 , which increased the total outstanding principal amount to $ 1,272,440 ("Term Loan B"). The incremental term loans were 27 Table of Contents issued at a discount, and the Company received proceeds, net of discount, of $ 391,000 . Net proceeds will be used primarily to fund capital expenditures of the onshore FLNG project, and for other corporate expenses. The incremental term loans are subject to the same maturity date as the term loans under the original agreement. Quarterly principal payments of approximately $ 3,181 were required beginning June 2025. The Term Loan B is secured by the same collateral 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 %. The Company may prepay the Term Loan B at its option subject to prepayment premiums until March 10, 2028 and customary break funding costs. The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales, condemnations, and debt and convertible securities issuances and with the Company's Excess Cash Flow (as defined in the amendment), in each case subject to certain exceptions and thresholds. The Company must comply with the same covenant requirements as those under the original agreement. Additionally, the Term Loan B contains cross acceleration provisions that would allow these lenders to accelerate the maturity date of outstanding principal under the Term Loan B upon an acceleration of outstanding principal balances under Revolving Facility and Term Loan A Credit Agreement due to a covenant violation. As such, the outstanding principal balance of the Term Loan B has been presented as a current liability. The amendment was accounted for as a modification, and fees paid to lenders of $ 20,000 were deferred and are amortized over the remaining life of the Term Loan B Credit Agreement. The additional third party costs associated with the amendment of $ 2,880 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . As of September 30, 2025, total remaining unamortized deferred financing costs, including the un amortized original issue discount, for the Term Loan B was $ 106,868 . In connection with the amendment, all unused term loan commitments under the Term Loan A Credit Agreement were terminated. Term Loan A Credit Agreement In March 2025, the Company entered into an amendment to the Term Loan A Credit Agreement. Pursuant to the amendment, the future borrowing commitments are reduced to zero , eliminating the potential for future borrowings under the Term Loan A Credit Agreement. As a result of the amendment, $ 18,121 of origination, structuring and other fees, which were previously capitalized in Other non-current assets on the Condensed Consolidated Balance Sheet were recognized as interest expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . In May 2025, th e Company entered into an additional amendment to the Term Loan A Credit Agreement, which, among other things, (i) requires $ 55,000 of proceeds from the sale of the Jamaica Business to be used to prepay a portion of loans currently outstanding; (ii) increases the applicable margin to 6.70 % for SOFR loans and 5.70 % for Base Rate Loans and implement a Term SOFR floor of 4.30 % for the initial term loans and a base rate minimum of 5.30 %; (iii) requires the Company to make mandatory prepayments with 12.5 % of proceeds of a $ 659,000 request for equitable adjustment and any other proceeds related to the early termination of contracts associated with the grid stabilization project in Puerto Rico, if and when such proceeds are received. Additionally, this amendment amends certain of the financial covenants, whereby the consolidated first lien debt ratio cannot exceed (i) 6.75 to 1.00, for the fiscal quarter ending September 30, 2025, (ii) 6.50 to 1.00, for the fiscal quarter ending December 31, 2025, (iii) 7.25 to 1.00, for the fiscal quarters ending March 31, 2026 and September 30, 2026 and (iv) 6.75 to 1.00, for the fiscal quarter ending December 31, 2026 and each fiscal quarter thereafter. The amendment added a fixed charge coverage ratio covenant and removed the debt to total capitalization covenant. The Company cannot permit the fixed charge coverage ratio for the Company and its restricted subsidiaries to be less than or equal to 1.00 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter. The first lien debt ratio and the fixed charge coverage ratio covenants were waived for the fiscal quarter ended June 30, 2025. In November 2025, the Company entered into an amendment to the Term Loan A Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility the Company or any of its subsidiaries had to pay dividends and other distributions and (c) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes. The Company also does not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025. If the Company does not enter into an agreement with the 28 Table of Contents lenders under the Term Loan A Credit Agreement to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time the Company furnishes to the administrative agents for the Term Loan A Credit Agreement audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Term Loan A Credit Agreement. If the lenders choose to exercise such rights, substantially all of the Company’s outstanding indebtedness could be accelerated. In May 2025, the Company repaid $ 55,000 of the Term Loan A Credit Agreement using proceeds from the sale of the Jamaica Business (Note 4). This repayment was recognized as a partial extinguishment of debt, and a portion of unamortized deferred financing costs of $ 3,806 were written off within Loss on extinguishment of debt, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of September 30, 2025, total remaining unamortized deferred financing costs and debt discount reducing the principal were $ 17,306 . Short-term Borrowings The Company has an LNG cargo financing arrangement where it may, from time to time, enter into sales and repurchase agreements with a financial institution, whereby the Company sells to the financial institution an LNG cargo and concurrently enters into an agreement to repurchase the same LNG cargo immediately with the repurchase price payable at a future date, generally not to exceed 90-days from the date of the sale and repurchase (the “Short-term Borrowings”). As of September 30, 2025, the Company had $ 73,279 due under repurchase arrangements with a weighted average interest rate of 7.95 %, and the Company has amended the agreements on outstanding borrowings to extend the due date to November 14, 2025. Borrowings under this arrangement are uncommitted, and as such, there can be no assurance that the Company will have a right to extend the due dates on outstanding balances or borrow additional amounts in the future. Brazil Financing Notes In February 2025, one of the Company's consolidated subsidiaries entered into an agreement to issue up to $ 350,000 aggregate principal amount of 15.0 % Senior Secured Notes due 2029 (the “Brazil Financing Notes”) at a purchase price of 97.75 % of par. The Brazil Financing Notes mature on August 30, 2029; the principal is due in full on the maturity date. Interest is payable quarterly in arrears beginning on June 30, 2025, and for the first 30 months that the Brazil Financing Notes are outstanding, interest due can be paid in kind and added to the principal amount. A portion of the proceeds from the issuance of the Brazil Financing Notes of $ 208,727 was used to repay the Barcarena Debentures in full. The repayment of the Barcarena Debentures was evaluated on a creditor-by-creditor basis to determine whether the transaction should be accounted for as a modification or extinguishment of debt. As a result of this evaluation, a portion of the repayment was determined to be an extinguishment of debt and, therefore, the Company recorded a debt extinguishment loss of $ 392 to write off a pro-rata amount of unamortized issuance costs. A portion of the repayment was treated as modification, and fees and unamortized issuance costs amounted to $ 3,484 that were attributable to the lender that participated in both the Barcarena Debentures and the Brazil Financing Notes will be amortized over the life of the Brazil Financing Notes. The additional third-party fees associated with the Brazil Financing Notes of $ 4,171 were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . As of September 30, 2025, total remaining unamortized deferred financing costs , including the unamortized original issue discount, for the Brazil Financing Notes were $ 10,482 . PortoCem Debentures The PortoCem Debentures included a non-automatic early maturity provision whereby upon multiple downgrades of the Company’s cr edit rating, early maturity may be declared if approved by the majority of debenture holders. The Company's credit ratings were downgraded during the first quarter of 2025, triggering the right of the debenture holders to determine if an early maturity event should be declared. On May 23, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. In connection with the debenture holders' decision to not declare an early maturity event, the Company agreed to provide a bank guarantee of $ 129,100 prior to August 17, 2025. On June 5, 2025, the Company received an additional downgrade of its credit rating, which triggered an additional non-automatic event of early maturity under the PortoCem Debenture. On June 26, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. No additional collateral was required; however, the Company was required to provide $ 50,000 of the previously required bank guarantee on or before July 7, 2025. The remaining $ 79,100 bank guarantee was due on or before August 17, 2025. Additionally, the 29 Table of Contents debenture holders agreed to amend the debenture agreement to suspend the provision that allows for a non-automatic early maturity event upon certain downgrades of the Company’s credit rating through August 30, 2026. The Company provided the required $ 50,000 bank guarantee on July 9, 2025, subsequent to the required deadline of July 7, 2025. On August 7, 2025, the debenture holders unanimously waived their ability to declare an early maturity event due to the failure to timely meet this condition in the previous waiver. Additionally, the Company did not provide the required $ 79,100 bank guarantee by the deadline. On October 11, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to the failure to provide the bank guarantee. The remaining $ 79,100 bank guarantee is now due on or before May 10, 2026, and if this guarantee or an equivalent amount of equity contribution to the project company is not made by this date, an automatic early maturity event will exist under the amended debenture agreement. The Company is discussing providing this bank guarantee with its creditors under new credit arrangements, and should additional financing or credit capacity be provided under new credit agreements, the Company intends to comply with the requirements of the waiver. However, based on the Company's current liquidity, the Company determined that it is not currently probable that the bank guarantee can be provided absent an agreement with its existing creditors or new lenders, 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 the Company’s outstanding indebtedness would be payable on demand. EB-5 Loan Agreement The Company's loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program ("EB-5 Loan Agreement") requires the Company to create a minimum number of new jobs prior to January 2026 (the "Job Creation Requirement"). During the third quarter of 2025, the Company determined that it was not probable that development of the Company's ZeroPark project will have created a sufficient amount of jobs by this deadline. After contractual notice and grace periods, if the Jobs Creation Requirement is not met, the lenders would have the ability to accelerate the payment of all outstanding balances under the EB-5 Loan Agreement. As of September 30. 2025, the Company has an aggregate principal amount of $ 100,000 outstanding (the "EB-5 Loan"). None of the Company's other outstanding indebtedness would be impacted by any potential event of default or acceleration of the EB-5 Loan. The Company is in discussions with the lenders to obtain a waiver. As no event of default exists as of September 30, 2025 or the issuance of these financial statements, the EB-5 Loan continues to be presented as a non-current liability. South Power 2029 Bonds On May 14, 2025, the Company completed the sale of the Jamaica Business. In conjunction with closing, the Company repurchased all outstanding South Power Bonds for $ 227,157 , including a 1.0 % prepayment penalty and accrued interest. The Company recognized a Loss on extinguishment of debt, net of $ 5,880 in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. Interest expense Interest and related amortization of debt issuance costs, premiums and discounts recognized during major development and construction projects are capitalized and included in the cost of the project. Interest expense, net of amounts capitalized, recognized for the three and nine months ended September 30, 2025 and 2024 consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Interest per contractual rates $ 210,035 $ 144,609 $ 633,292 $ 397,025 Interest expense on Vessel Financing Obligation 45,300 46,646 135,604 145,161 Amortization of debt issuance costs, premiums and discounts 9,835 11,519 52,849 32,648 Interest expense incurred on finance lease obligations 64 150 231 872 Total interest costs $ 265,234 $ 202,924 $ 821,976 $ 575,706 Capitalized interest 54,672 131,817 191,312 346,856 Total interest expense $ 210,562 $ 71,107 $ 630,664 $ 228,850 30 Table of Contents Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 40,925 and $ 84,170 for the three and nine months ended September 30, 2025, respectively, and $ 34,619 and $ 98,506 for the three and nine months ended September 30, 2024, respectively, related to payments received by Energos from third-party charterers. 20. Other Long-Term Liabilities As of September 30, 2025 and December 31, 2024 , Other long-term liabilities consisted of the following: September 30, 2025 December 31, 2024 Guarantee liability (Note 18) $ 79,469 $ 115,359 Derivative liabilities 4,017 24,364 Contract liability (Note 6) 10,125 11,750 Accrued interest 5,955 9,398 Other 10,905 5,487 Total other long-term liabilities $ 110,471 $ 166,358 21. Income Taxes The effective tax rate for the three months ended September 30, 2025 was ( 2.9 )% compared to 20.7 % for the three months ended September 30, 2024 . The total ta x provision for the three months ended September 30, 2025 was $ 8,247 compared to a provision of $ 2,953 for the three months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 was ( 3.6 )% compared to 306.6 % for the nine months ended September 30, 2024. The total ta x provision for the nine months ended September 30, 2025 was $ 35,950 compared to a provision of $ 28,012 for the nine months ended September 30, 2024. The Company recognized a tax provision on year-to-date pre-tax losses principally from a change in valuation allowance, expected taxes due on the gain on sale of the Jamaica Business, and taxation of foreign earnings including estimated tax liabilities under the Pillar Two framework. On July 4, 2025, the One Big Beautiful Bill Act (the "Tax Act of 2025") was enacted in the U.S. The Tax Act of 2025 includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment of certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. While the Company is currently evaluating its impact on its future consolidated financial statements and related disclosures, the Company analyzed the provisions with effective dates in 2025 related to Section 163(j) and expects an approximately1% decrease to the effective tax rate for the nine-months ended September 30, 2025. The Organization for Economic Cooperation and Development (OECD) released the Pillar Two model rules to reform international corporate taxation that aim to ensure that applicable multinationals pay a minimum global effective tax rate of 15%. The rules are passed into national legislation based on each country's approach, and some countries already enacted or substantively enacted the rules. The Company continuously evaluates these developments and the potential impact of the Pillar Two framework. For the fiscal year 2025, the Company is not expected to meet certain transitional safe harbors. As a result, the Company may be subject to Pillar Two tax obligations which would increase the Company's total tax expense. The Company recorded the Pillar Two tax obligations as a period cost, an estimate of which has been included in the Company's estimated annual effective tax rate for the three and nine months ended September 30, 2025. 22. Commitments and contingencies The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company will recognize a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a material loss may be incurred. The Company is currently focusing on managing its working capital and liquidity, which has resulted in delays in making payments to certain vendors. While the amounts due to these vendors are recorded on the Condensed Consolidated Balance Sheets, potential legal actions against the Company 31 Table of Contents enforcing payments may result in interest, penalties and/or legal expenses, which may materially affect the Company's financial position, results of operations or cash flows. In 2022, one of the Company's vendors initiated arbitration proceedings alleging that the Company violated exclusivity arrangement to utilize this vendor as part of the development of the Barcarena Power Plant. The Company had previously determined that risk of loss in this arbitration was not probable, and no liability had been accrued. In the third quarter of 2025, a final decision was made in the vendor's favor, under which the Company expects to incur a loss of BRL 74.5 million ($ 13.9 million using exchange rates as of September 30, 2025), including costs and expenses. The Company has accrued for such loss during the three months ended September 30, 2025, which is presented within Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. In 2024, Jamaica Power Service Company Limited ("JPS") initiated arbitration proceedings claiming damages of approximately $ 32.9 million for use of alternative fuel due to infrastructure changes required by the Port of Montego Bay where the Company’s Montego Bay terminal was located. The Company asserted force majeure under the contract and has made a counterclaim of approximately $ 7.2 million. The Company believes JPS’s claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings. However, due to the inherent difficulty in predicting the outcome of arbitration, the amount of any potential loss is uncertain. The Company has not accrued any potential losses as of September 30, 2025. In 2024, the Company's contract to provide temporary power services ended as a result of FEMA not renewing the funding of the temporary power project in Puerto Rico. The Company determined that a force majeure event occurred under the lease agreement with the owner of a portion of the turbines used in this temporary power project and accordingly terminated the turbine lease agreement pursuant to the force majeure termination provisions. The lessor subsequently initiated arbitration proceedings seeking damages, fees and costs up to $ 47.1 million surrounding the end of the lease and alleged damages suffered by certain of the leased units during operation and decommissioning. The Company believes the lessor's claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings, as well as pursue certain counterclaims. However, due to the inherent difficulty in predicting the outcome of arbitration, the amount of any potential loss is uncertain. The Company has not accrued any potential losses as of September 30, 2025. In the first quarter of 2025, Alunorte Alumina do Norte do Brasil S.A. ("Alunorte") initiated arbitration proceedings at the International Chamber of Commerce (“ICC”). Alunorte claims it is owed damages for alleged delays by the Company to supply gas at the Barcarena Facility and is claiming damages up to BRL 375.7 million ($ 70.6 million using exchange rates as of September 30, 2025). The Company believes Alunorte’s claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings. However, due to the inherent difficulty in predicting the outcome of arbitration, the amount of any potential loss is uncertain. The Company has not accrued any potential losses as of September 30, 2025. Portocem Geração de Energia S.A. (“PortoCem”) is a thermal power plant project originally developed by a third party and later acquired by the Company in 2024. Under its prior ownership, the project was designed for a different location and had executed a CUST, a transmission system usage agreement that establishes rights and obligations for grid connection. As part of the acquisition, the Company redesigned the project to be implemented in Barcarena, Pará, where it could be integrated with the Company’s LNG import and power infrastructure. In 2024, PortoCem submitted a request—approximately two years before the applicable milestones—to relocate the originally approved transmission connection point, and the Brazilian power regulator, ANEEL, subsequently approved this relocation. The change produced no impact on the tariff paid by consumers for transmission use. In 2024, despite having approved the new connection point, ANEEL informed PortoCem that certain obligations tied to the original connection point had not been fulfilled and that a penalty of approximately BRL 610 million ($ 114.6 million using exchange rates in effect as of September 30, 2025) could be imposed under the CUST. PortoCem appealed, and in November 2024, ANEEL suspended imposition of any penalty, which remains in force and prevents enforcement until the ANEEL Board of Directors issues a final decision. During the fourth quarter of 2025, the matter was scheduled to be examined by ANEEL's Board of Directors, however, as of the date of the issuance of these financial statements, ANEEL’s Board has not rendered a final decision and the outcome remains uncertain. The Company has not accrued any potential losses as of September 30, 2025. If the Company were to receive an unfavorable decision, the matter may still be challenged in the Brazilian courts. Finally, the Company believes that if any penalty is ultimately imposed and enforced by the courts, the original third-party 32 Table of Contents developer of the project is required to indemnify the Company for any losses incurred related to the relocation of the project because the relocation request resulting in any penalty was submitted before the closing of the sale of PortoCem to the Company. These matters are not expected to be resolved in the near term, and as such, the Company's ability to collect amounts due under the indemnification obligation are subject to the future condition of the prior owner, which is uncertain. There can be no assurance that the prior owner will have sufficient solvency and financial condition to honor an indemnification obligation. Changes in regulatory or other governmental policies may affect the delivery of LNG to our terminals, including our San Juan terminal, which may have an adverse effect on the Company's financial position, results of operations or cash flows. 23. Earnings per share Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Basic Numerator: Net (loss) income $ ( 293,356 ) $ 11,313 $ ( 1,047,556 ) $ ( 18,877 ) Net (income) loss attributable to non-controlling interests ( 6,304 ) ( 2,014 ) ( 6,316 ) ( 6,597 ) Convertible preferred stock dividend ( 310 ) ( 1,161 ) ( 1,304 ) ( 2,493 ) Net income attributable to Class A common stock $ ( 299,970 ) $ 8,138 $ ( 1,055,176 ) $ ( 27,967 ) Denominator: Weighted-average shares - basic 281,121,646 205,071,771 276,381,199 205,068,178 Net income per share - basic $ ( 1.07 ) $ 0.04 $ ( 3.82 ) $ ( 0.14 ) Diluted Numerator: Net (loss) income $ ( 293,356 ) 11,313 ( 1,047,556 ) ( 18,877 ) Net (income) attributable to non-controlling interests ( 6,304 ) ( 2,014 ) ( 6,316 ) ( 6,597 ) Convertible preferred stock dividend ( 310 ) ( 1,161 ) ( 1,304 ) ( 2,493 ) Adjustments attributable to dilutive securities — ( 1,675 ) — ( 3,443 ) Net income attributable to Class A common stock $ ( 299,970 ) $ 6,463 $ ( 1,055,176 ) $ ( 31,410 ) Denominator: Weighted-average shares - diluted 281,121,646 208,880,044 276,381,199 206,836,683 Net income per share - diluted $ ( 1.07 ) $ 0.03 $ ( 3.82 ) $ ( 0.15 ) The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented because its effects would have been anti-dilutive. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Series A convertible preferred stock (1) — — — 96,746 Equity Agreement shares (2) 7,173,937 — 7,173,937 — Unvested RSUs — — — 1,690,920 33 Table of Contents (1) Represents the number of unconverted Series A convertible preferred shares as of September 30, 2025 and September 30, 2024, respectively . (2) Represents Class A common stock that would be issued in relation to an agreement to issue shares executed in conjunction with a prior year asset acquisition. 24. Redeemable preferred stock and stockholders' equity Redeemable preferred stock On October 1, 2024, the Company issued to Ceiba Energy 96,746 shares of the Company's 4.8 % Series B Convertible Preferred Stock, par value $ 0.01 per share and liquidation preference $ 1,000 per share (the “Series B Convertible Preferred Stock”), in exchange for all outstanding shares of the Company’s Series A Convertible Preferred Stock. Conversion to Class A common shares During the first quarter of 2025, holders of Series B Convertible Preferred Stock submitted conversion notices to convert a total of 45,000 shares of Series B Convertible Preferred Stock, including accrued and unpaid dividends of $ 107 on these shares, into 4,977,837 Class A common shares at a conversion price of $ 9.06 per share. The Company issued a total of 6,651,511 Class A common shares to the holders of Series B Convertible Preferred Stock during the three months ended March 31, 2025, which included 1,673,674 shares issued for a conversion notice received in December 2024. During the third quarter of 2025, the Company notified the holders of Series B Convertible Preferred Stock of a Change Event as a result of downgrades in the credit rating of the Company's debt, which allowed the holders to require redemption of all outstanding shares by the Company. On August 1, 2025, the Company redeemed a total of 36,746 shares through a conversion at a price of $ 950 per share plus accumulated and unpaid dividends of $ 756 and issued 10,351,348 shares of Class A common stock, which were delivered on August 1, 2025. There are no shares of Series B Convertible Preferred Stock outstanding as of September 30, 2025. Dividends Holders of Series B Convertible Preferred Stock were entitled to a cumulative dividend at the rate of 4.8 % per annum, which was payable quarterly in arrears. If the Company did not declare and pay a dividend, the dividend rate would have increased to 9.8 % per annum until all accrued but unpaid dividends had been paid in full. The Company accrued dividends of $ 310 and $ 1,304 on the Series B Convertible Preferred Stock during the three and nine months ended September 30, 2025, respectively. The Company paid dividends on the Series A Convertible Preferred Stock of $ 2,493 for the nine months ended September 30, 2024. The Company did not declare a dividend on its Class A common stock during the nine months ended September 30, 2025. The Company declared dividends of $ 0.10 per share totaling $ 20,507 and $ 61,517 during the three and nine months ended September 30, 2024, respectively, of which $ 20,507 remains unpaid. Under certain intercompany agreements entered into in conjunction with the Refinancing Transactions completed in the fourth quarter of 2024, the Company is no longer permitted to pay dividends to shareholders. During the three months and nine months ended September 30, 2025 , the Company declared dividends of $ — and $ 3,019 to holders of Golar LNG Partners LP's ("GMLP") 8.75 % Series A Cumulative Redeemable Preferred Units (“GMLP Preferred Units”), respectively. During the three and nine months ended September 30, 2024 , the Company declared and paid dividends of $ 3,019 and $ 9,057 to holders of the GMLP Series A Preferred Units, respectively. The amount of unpaid cumulative dividends is $ 3,019 as of September 30, 2025 . As these equity interests have been issued by the Company’s consolidated subsidiaries, the value of the GMLP Preferred Units is recognized as non-controlling interest in the condensed consolidated financial statements. 34 Table of Contents 25. Share-based compensation The Company has granted restricted stock units ("RSUs") to select officers, employees and certain non-employees under the Incentive Plan (as defined in the Annual Report). The fair value of RSUs on the grant date is estimated based on the clo sing price of the underlying shares on the grant date. The following table summarizes the RSU activity for the nine months ended September 30, 2025: Restricted Stock Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2024 1,579,802 $ 32.60 Granted — — Vested ( 795,088 ) 32.60 Forfeited ( 508,538 ) 32.66 Non-vested RSUs as of September 30, 2025 276,176 $ 32.66 The non-vested RSUs vest over periods from 10 months to approximately two years following the grant date. The weighted-average remaining vesting period of non-vested RSUs totaled 0.26 years as of September 30, 2025. For the three and nine months ended September 30, 2025 and 2024, the Company recognized compensation costs associated with equity awards in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Operations and maintenance $ 11 $ 80 $ 47 $ 179 Selling, general and administrative 5,533 22,463 10,518 47,676 Total share-based compensation expense $ 5,544 $ 22,543 $ 10,565 $ 47,855 During the three and nine months ended September 30, 2025, the Company recognized a reversal of previous compensation expense of $ 477 and $ 7,872 , respectively, due to the forfeiture of awards upon separation with certain employees. During both the three and nine months ended September 30, 2024, the Company recognized a reversal of cumulative compensation expense of $ 320 and $ 481 , respectively, for forfeited RSU awards. During 2024, the Company granted an equity award to certain employees that will settle in shares of a subsidiary owning the Company's Brazilian operations. The grant date fair value of this award was $ 53,958 , and the award contains a service condition that will vest in annual increments through March 31, 2027 . Compensation expense of $ 4,760 and $ 14,123 for the three and nine months ended September 30, 2025, respectively, associated with this award is included in the table above. Compensation expense of $ 4,759 and $ 6,777 for the three and nine months ended September 30, 2024, respectively, associated with this award is included in the table above. The Company recognizes the income tax benefits resulting from vesting of RSUs in the period of vesting, to the extent the compensation expense has been recognized. As of September 30, 2025, unrecognized compensation costs from non-vested RSUs was $ 1,288 , and unrecognized compensation costs for other equity awards that will settle in shares of a subsidiary owning the Company's Brazilian operations was $ 28,298 . 26. Related party transactions Management services Messrs. Edens, chie f executive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, 35 Table of Contents Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (“Administrative Agreement”). The charges under the Administrative Agreement that are attributable to the Company totaled expenses of $ 151 and $ 1,363 for the three months ended September 30, 2025 and 2024, respectively, and totaled expenses of $ 651 and $ 3,171 for the nine months ended September 30, 2025 and 2024, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . As of September 30, 2025 and December 31, 2024, $ 587 and $ 6,755 were due to Fortress, respectively. In addition to administrative services, Mr. Edens owns an aircraft that we charter from a third party operator for business purposes in the ordinary course of operations. The Company incurred, at aircraft operator rates, charter costs of $ 230 and $ 134 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,328 and $ 1,218 for nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024, $ 79 and $ 1,146 was due to this affiliate, respectively. Fortress affiliated entities The Company provides certain administrative services to related parties including entities affiliated with Fortress. No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred. The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended September 30, 2025 and 2024, $ 444 and $ 319 of rent and office related expenses were incurred by these affiliates, respectively. For the nine months ended September 30, 2025 and 2024, $ 1,133 and $ 781 of rent and office related expenses were incurred by these affiliates, respectively. As of September 30, 2025 and December 31, 2024, $ 3,802 and $ 2,637 were due from affiliates, respectively. Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs. Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement. In May 2024, this affiliate assigned the office lease to the Company, and after this point, the Company no longer incurs rent expense with this affiliate. The Company incurred rent and administrative expenses of approxim ately $ 0 and $ 900 for the three and nine months ended September 30, 2024, respectively. Amounts d ue to Fortress affiliated entities were $ 3,614 as of both September 30, 2025 and December 31, 2024 . Land leases Prior to the sale of the Company's Miami Facility in the fourth quarter of 2024, the Company leased land from Florida East Coast Industries, LLC (“FECI”), which is controlled by funds managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $ 73 and $ 310 during the three and nine months ended September 30, 2024, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. No amounts are due to FECI as of September 30, 2025 and December 31, 2024. In September 2023, the Company entered into a lease agreement to lease land from Jefferson Terminal South LLC, which is an indirect, majority-owned subsidiary of a public company which is managed by an affiliate of Fortress. The Company recognized expense related to the land lease of $ 183 and $ 548 during the three and nine months ended September 30, 2025, and $ 548 during the three and nine months ended September 30, 2024, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of September 30, 2025, the Company recorded a right-of-use asset of $ 3,240 and a lease liability of $ 4,732 on the Condensed Consolidated Balance Sheets . As of December 31, 2024, the Company recorded a right-of-use asset of $ 3,530 and a lease liability of $ 4,474 on the Condensed Consolidated Balance Sheets . DevTech investment In August 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary. The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements. In March 2025, the Company entered into an agreement to acquire DevTech's 10 % non-controlling interest, and concurrently, terminated the consulting arrangement. A cash payment of $ 950 was made to DevTech, of which $ 822 was 36 Table of Contents allocated to the value of the acquired shares of the subsidiary. The Company recognized $ 0 and $ 123 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended September 30, 2025 and 2024, respectively, and $ — and $ 387 for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025 and December 31, 2024 , $ — and $ 149 were due to DevTech, respectively. 27. Segments As of September 30, 2025, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal, logistics or sub-charter operations are included in this segment. • Ships includes certain vessels that are currently chartered to third parties under long-term arrangements and are part of the Energos Formation Transaction; two vessels are currently included in this segment. The Company’s investment in Energos was also included in the Ships segment prior to the disposition of this investment in the first quarter of 2024. The Company's CEO who is the CODM, uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. The CODM includes deferred earnings from contracted sales for which a prepayment was received in the segment measure. The CODM considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance. The table below presents segment information for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, 2025 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other Consolidated Statement of operations: Total revenues $ 301,765 $ 25,602 $ 327,367 $ — $ 327,367 Less (1) : Cost of sales (3) 196,908 — 196,908 — 196,908 Vessel operating expenses 1,940 5,357 7,297 — 7,297 Operations and maintenance 58,520 — 58,520 — 58,520 Segment Operating Margin $ 44,397 $ 20,245 $ 64,642 $ — $ 64,642 Balance sheet: Total assets $ 11,583,256 $ 322,351 $ 11,905,607 $ — $ 11,905,607 Other segmental financial information: Capital expenditures (2) $ 208,139 $ — $ 208,139 $ — $ 208,139 37 Table of Contents Nine Months Ended September 30, 2025 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other Consolidated Statement of operations: Total revenues $ 996,928 $ 102,667 $ 1,099,595 $ — $ 1,099,595 Less (1) : Cost of sales (3) 708,137 — 708,137 — 708,137 Vessel operating expenses 3,705 18,824 22,529 — 22,529 Operations and maintenance 173,294 — 173,294 — 173,294 Segment Operating Margin $ 111,792 $ 83,843 $ 195,635 $ — $ 195,635 Balance sheet: Total assets $ 11,583,256 $ 322,351 $ 11,905,607 $ — $ 11,905,607 Other segmental financial information: Capital expenditures (2) $ 757,370 $ — $ 757,370 $ — $ 757,370 Three Months Ended September 30, 2024 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 482,200 $ 43,062 $ 525,262 $ 42,273 $ 567,535 Less (1) : Cost of sales (3) 325,292 — 325,292 — 325,292 Vessel operating expenses — 8,254 8,254 — 8,254 Operations and maintenance 32,062 — 32,062 — 32,062 Deferred earnings from contracted sales (5) 60,000 — 60,000 ( 60,000 ) — Segment Operating Margin $ 184,846 $ 34,808 $ 219,654 $ ( 17,727 ) $ 201,927 Balance sheet: Total assets $ 11,306,440 $ 663,456 $ 11,969,896 $ — $ 11,969,896 Other segmental financial information: Capital expenditures (2) $ 753,011 $ — $ 753,011 $ — $ 753,011 38 Table of Contents Nine Months Ended September 30, 2024 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other (4) Consolidated Statement of operations: Total revenues $ 1,515,365 $ 128,224 $ 1,643,589 $ 42,273 $ 1,685,862 Less (1) : Cost of sales (3) 776,269 — 776,269 — 776,269 Vessel operating expenses — 25,153 25,153 — 25,153 Operations and maintenance 139,902 — 139,902 — 139,902 Deferred earnings from contracted sales (5) 150,000 — 150,000 ( 150,000 ) — Segment Operating Margin $ 749,194 $ 103,071 $ 852,265 $ ( 107,727 ) $ 744,538 Balance sheet: Total assets $ 11,306,440 $ 663,456 $ 11,969,896 $ — $ 11,969,896 Other segmental financial information: Capital expenditures (2) $ 1,883,824 $ — $ 1,883,824 $ — $ 1,883,824 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (2) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . (4) For the three and nine months ended September 30, 2024, Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of $ 150,000 ; a portion of these deferred earnings of $ 42,273 were recognized upon delivery during the third quarter of 2024. (5) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the second and third quarters of 2024 and prepayment for these sales was received. Revenue has been recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income during the third and fourth quarters of 2024. Consolidated Segment Operating Margin is defined as net (loss) income, adjusted for selling, general and administrative expenses, transaction and integration costs, depreciation and amortization, asset impairment expense, goodwill impairment expense, loss (gain) on sale, interest expense, other (income) expense, net, loss on extinguishment of debt, net, and tax (benefit) provision. The following table reconciles Net income, the most comparable financial statement measure, to Consolidated Segment Operating Margin: 39 Table of Contents Three Months Ended September 30, Nine Months Ended September 30, (in thousands of $) 2025 2024 2025 2024 Net (loss) income $ ( 293,356 ) $ 11,313 $ ( 1,047,556 ) $ ( 18,877 ) Add: Selling, general and administrative 86,050 82,388 202,577 223,720 Transaction and integration costs 19,649 3,154 106,964 6,285 Depreciation and amortization 50,474 35,364 156,401 123,268 Asset impairment expense 10,353 1,484 127,911 5,756 Interest expense 210,562 71,107 630,664 228,850 Other (income) expense, net ( 29,042 ) ( 5,836 ) ( 149,241 ) 60,630 Loss (gain) on sale 1,705 — ( 470,994 ) 77,140 Goodwill impairment expense — — 582,172 — Loss on extinguishment of debt, net — — 20,787 9,754 Tax provision 8,247 2,953 35,950 28,012 Consolidated Segment Operating Margin $ 64,642 $ 201,927 $ 195,635 $ 744,538 28. Subsequent events Multi-Vessel Transaction In November 2025, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company early terminated and released the long-term charter agreements with Energos for Energos Eskimo, Energos Winter, Energos Igloo and Energos Freeze and novated the sub-charter agreements for these vessels to Energos. In exchange, Energos paid the Company $ 150 million in cash reduced by charter hire payments due for the months of September and October 2025. As part of the transaction, the Company and Energos also agreed on deferral of certain charter hire payments due to Energos to April 2026. 40 Table of Contents