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Item 1. Financial Statements

2026-05-14 compared with 2025-11-21 · 409 added, 720 removed, 512 unchanged (69% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of September 30, 2025 and December 31, 2024

As of March 31, 2026 and December 31, 2025

(Unaudited, in thousands of U.S.

dollars, except share amounts)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets

10 unchanged sentences

Intangible assets, net 192,409 187,596

Goodwill 15,938 766,350

Deferred tax assets, net 6,559 2,698

Other non-current assets, net 113,631 140,804

13 unchanged sentences

Commitments and contingencies (Note 18)

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

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

Stockholders’ equity

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

Stockholders’ (deficit) equity

Class A common stock, $ 0.01 par value, 750 million shares authorized, 285.6 million issued and outstanding as of March 31, 2026;

284.6 million issued and outstanding as of December 31, 2025

2 unchanged sentences

Accumulated other comprehensive income 88,388 54,088

Total stockholders’ equity attributable to NFE 995,394 1,876,428

Total stockholders’ (deficit) equity attributable to NFE ( 180,242 ) 182,647

Non-controlling interest 125,206 126,984

Total stockholders’ equity 1,124,084 1,999,088

Total stockholders’ (deficit) equity ( 55,036 ) 309,631

Total liabilities and stockholders’ equity $ 10,394,338 $ 10,555,623

2 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

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

For the three months ended March 31, 2026 and 2025

(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

Three Months Ended March 31,

Operating revenue $ 185,214 $ 384,881

Vessel charter revenue 11,228 45,436

Contract novation income 943 1,746

Other revenue 29,568 40,219

7 unchanged sentences

Depreciation and amortization 41,082 56,311

Goodwill impairment expense — — 582,172 —

Asset impairment expense 61,864 246

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

Total operating expenses 452,328 484,801

14 unchanged sentences

Comprehensive (loss) income ( 366,274 ) ( 151,173 )

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

Comprehensive (income) attributable to non-controlling interest 628 ( 2,879 )

Comprehensive (loss) income attributable to stockholders $ ( 365,646 ) $ ( 154,052 )

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

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

For the three months ended March 31, 2026 and 2025

(Unaudited, in thousands of U.S.

dollars, except share amounts)

Series B convertible preferred stock Class A common stock Additional

Class A common stock Additional

capital Retained earnings (Accumulated

deficit) Accumulated

comprehensive income Non-controlling

comprehensive

(loss) income Non-controlling

Interest Total

stockholders’

Shares Amount Shares Amount

Shares Amount

Balance as of December 31, 2025 284,552,811 $ 2,845 $ 1,776,306 $ ( 1,650,593 ) $ 54,089 $ 126,984 $ 309,631

2 unchanged sentences

Share-based compensation expense — — 3,790 — — — 3,790

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 1,862,805 19 — — — — 19

Shares withheld from employees related to share-based compensation, at cost ( 780,966 ) ( 8 ) ( 1,044 ) — — — ( 1,052 )

Conversion of Series B convertible preferred stock ( 60,000 ) ( 49,969 ) 6,651,511 67 49,898 — — — 49,965

Dividends — — — — — ( 1,150 ) ( 1,150 )

Balance as of March 31, 2026 285,634,650 $ 2,856 $ 1,779,052 $ ( 2,050,538 ) $ 88,388 $ 125,206 $ ( 55,036 )

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

Series A convertible preferred stock Class A common stock Additional

Series B convertible preferred stock Class A common stock Additional

capital Retained earnings Accumulated other

7 unchanged sentences

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 )

Issuance of Series A convertible preferred stock, net

96,746 96,513 — — — — — — —

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 $ 15,379 $ 31,086 $ 123,054 $ 1,895,086

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.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the nine months ended September 30, 2025 and 2024

For the three months ended March 31, 2026 and 2025

(Unaudited, in thousands of U.S.

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

5 unchanged sentences

Share-based compensation 3,790 —

Goodwill impairment expense 582,172 —

Asset impairment expense 61,864 246

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 ( 6,241 ) ( 13,082 )

Other 2,015 ( 34,440 )

Changes in operating assets and liabilities, net of Jamaica Business disposition:

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

Changes in operating assets and liabilities:

Decrease (increase) in receivables 89,168 ( 8,175 )

(Increase) decrease in inventories ( 34,887 ) 7,622

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

(Increase) decrease in other assets ( 10,968 ) 1,392

Decrease in right-of-use assets 10,367 30,848

1 unchanged sentence

(Decrease) in lease liabilities ( 8,554 ) ( 42,888 )

(Decrease) increase in other liabilities ( 25,045 ) 19,915

Net cash (used in) provided by operating activities ( 575,187 ) 146,200

Increase in other liabilities 56,626 6,460

Net cash used in operating activities ( 118,902 ) ( 7,237 )

Cash flows from investing activities

Capital expenditures ( 43,566 ) ( 255,097 )

Sale of Jamaica Business 949,456 —

Sale of equity method investment — 136,365

Asset sales — 328,999

Other investing activities — 4,555

Net cash provided by (used in) investing activities 195,653 ( 1,308,554 )

Net cash used in investing activities ( 43,566 ) ( 250,542 )

Cash flows from financing activities

Proceeds from borrowings of debt — 901,733

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

Payments made for capital expenditures paid beyond customary vendor payment terms ( 5,034 ) ( 109,841 )

Payment of deferred financing costs ( 1,467 ) ( 26,093 )

Repayment of debt ( 906 ) ( 664,062 )

Payment of dividends — ( 3,460 )

8 unchanged sentences

Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions 238,717 372,361

295,174 877,210

Principal payments on financing obligation to Energos by third-party charters — ( 9,871 )

Proceeds held in escrow 98,635 —

Fair value of contingent payments in the Lins Acquisition

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

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash and cash equivalents $ 92,389 $ 447,862

Restricted cash 97,492 379,537

Cash and cash equivalents and restricted cash classified as held for sale — 9,346

Cash, cash equivalents and restricted cash – end of period $ 189,881 $ 836,745

8 unchanged sentences

The Company's CODM is its Chief Executive Officer.

Going Concern and Planned Debt Restructuring

The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern over the next twelve months from the date of issuance of these financial statements, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business.

Due, in part, to the events of default under the Company’s debt agreements detailed below , management has concluded that there is substantial doubt as to the Company’s ability to continue as a going concern.

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.

On March 17, 2026, the Company entered into an RSA (defined below) with certain noteholders and lenders, and upon completion of the transactions contemplated in this agreement, the Company will have a new capital structure and the current debt facilities in default will no longer be outstanding.

Events of default on outstanding debt are summarized as follows:

• NFE Financing LLC, a subsidiary of the Company (“NFE Financing”), did not make the interest payment of $ 163,800 due to holders of the New 2029 Notes on November 17, 2025.

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

On November 18, 2025, the Company and certain of its subsidiaries, including NFE Financing, 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.

The New 2029 Notes Forbearance Agreement was initially in effect through December 15, 2025, and the Company continues to have forbearance for defaults covered by the New 2029 Notes Forbearance Agreement and other specified defaults in the RSA as long as the RSA remains in effect.

• The Company did not make the interest payment of $ 30,644 due under the Term Loan B Credit Agreement on December 10, 2025, and subsequent interest payments due to these lenders have not been paid.

An event of default under the Term Loan B Credit Agreement arose on December 17, 2025, when the contractual grace period for interest payments on the loans expired.

On December 17, 2025, the Company and certain of its subsidiaries entered into a forbearance agreement with certain lenders of the Term Loan B (the “Term Loan B Forbearance Agreement”), pursuant to which such lenders agreed to forbear from accelerating or exercising remedies in respect of such events of default.

The Company also did not make the principal payment of $ 3,181 due on December 31, 2025, and the event of default arising from the failure to make this principal payment, as well as subsequent principal and interest payments, was also covered by the Term Loan B Forbearance Agreement.

The Term Loan B Forbearance Agreement was originally scheduled to terminate on January 9, 2026, and the Company continues to have forbearance for defaults covered by the Term Loan B Forbearance Agreement and other specified defaults in the RSA as long as the RSA remains in effect.

• The Company did not make the interest payment of $ 1,647 due under the Term Loan A Credit Agreement on December 10, 2025, and subsequent interest payments due to these lenders have not been paid.

An event of default under the Term Loan A Credit Agreement arose on December 17, 2025, when the contractual grace period for interest payments on the loans expired.

On December 17, 2025, the Company and certain of its subsidiaries entered into a forbearance agreement (the “Term Loan A Forbearance Agreement”), with certain lenders of the Term Loan A, pursuant to which such lenders agreed to forbear from accelerating or exercising remedies in respect of such event of default.

The Term Loan A Forbearance Agreement was initially in effect through January 9, 2026, and the Company continues to have forbearance for defaults covered by the Term Loan A Forbearance Agreement and other specified defaults in the RSA as long as the RSA remains in effect.

• The Company did not make any interest payments under the Revolving Facility, beginning with the payment due on November 28, 2025.

An event of default under the Revolving Facility arose on January 13, 2026, when the contractual grace period for interest payments on the loans expired.

The Company and certain of its subsidiaries subsequently entered into a forbearance agreement (the "RF Forbearance Agreement") with certain lenders to the Revolving Facility, pursuant to which such lenders agreed to forbear from accelerating or exercising remedies in respect of such event of default.

The RCF Forbearance Agreement was initially in effect through January 23, 2026, and the Company continues to have forbearance for defaults covered by the RCF Forbearance Agreement and other specified defaults in the RSA as long as the RSA remains in effect.

• The Company did not make the interest payment of $ 10,357 due to holders of the 2029 Notes on March 15, 2026.

An event of default under the indenture governing the 2029 Notes arose on April 14, 2026, when the contractual grace period for interest payments on such notes expired.

• The Company did not make the interest payment of $ 16,604 due to the holders of the 2026 Notes on March 31, 2026.

An event of default under the indenture governing the 2026 Notes arose on April 30, 2026, when the contractual grace period for interest payments on such notes expired.

Additionally, on March 27, 2026, the Company and certain of its subsidiaries entered into a forbearance agreement (the "LCF Forbearance Agreement") with the lenders party thereto and Natixis, New York Branch, as administrative agent and collateral agent under the Letter of Credit Facility, pursuant to which, among other things, the lenders agreed to forbear from exercising all of their rights and remedies under the Letter of Credit Facility with respect to certain specified defaults listed which may arise prior to the termination date of the LCF Forbearance Agreement.

Planned restructuring transactions

On March 17, 2026, the Company entered into a restructuring support agreement (together with all exhibits, annexes and schedules thereto, the “RSA”) with certain of its lenders and noteholders, including:

• certain members of an ad hoc group of holders of the New 2029 Notes;

• certain members of an ad hoc group of term lenders under the Term Loan B Credit Agreement;

• certain holders of debt under the Revolving Credit Agreement, being lenders under a facility currently drawn at approximately $ 100 million (the “R-1 Revolving Credit Facility”) and under a facility currently drawn at approximately $ 560 million (the “R-2 Revolving Credit Facility”);

• certain members of an ad hoc group of term lenders under the Term Loan A Credit Agreement;

• a majority of the members of a group of creditors with recourse to the collateral assets in the Company’s core business, but not to the Company’s Fast LNG assets (or “FLNG”) or Brazil business, including (1) holders of the 2026 Notes and holders of the 2029 Notes and (2) creditors of the debt under that certain Credit Agreement, dated as of November 22, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, NFE Brazil Investments LLC, as the lender, and Wilmington Savings Fund Society, FSB, as the administrative agent and as collateral agent (the “Series I Credit Agreement”) and under that certain Credit Agreement, dated as of December 6, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, NFE Financing, as the lender, and Wilmington Savings Fund Society, FSB, as the administrative agent and as collateral agent (the “Series II Credit Agreement”) (collectively, the “Supporting Creditors”).

Holders of or lenders under the debt instruments described above that are not already party to the RSA may become Additional Supporting Creditors (as defined in the RSA) by executing and delivering a joinder in accordance with the terms of the RSA.

The RSA sets forth principal terms for a comprehensive restructuring of the Company’s principal funded debt obligations (the “Restructuring Transaction”).

The RSA contemplates, among other things, the following material terms:

• The Company will separate into two independent companies:

one generally comprising the Company’s businesses and assets in Brazil and land in Wyalusing, Pennsylvania (“BrazilCo”), and the other generally comprising the Company’s other businesses and assets, which will be retained by NFE (“CoreCo”);

• Obligations under the 2026 Notes, the 2029 Notes, the Term Loan A Credit Agreement, the Term Loan B Credit Agreement, the Revolving Credit Agreement, the New 2029 Notes, and certain intercompany credit agreements will be exchanged (in each case on a ratable basis) for one or a combination of the following debt obligations and equity securities:

◦ 100 % of the common equity interests in BrazilCo;

◦ approximately (i) $ 571,300 in senior secured term loans and, solely to the extent necessary, if at all, to meet the minimum liquidity threshold, up to $35 million of Senior Capital Raise Term Loans, and (ii) Capital Raise Junior Term Loans in an aggregate principal amount, if any, required to satisfy the minimum liquidity threshold to the extent the minimum liquidity threshold is not satisfied after giving pro forma effect to the incurrence of the Senior Capital Raise Term Loans, each incurred by the Company, as borrower, and guaranteed by each subsidiary of the Company that will be part of CoreCo (subject to customary exclusions and other exclusions to be agreed) (“New CoreCo Term Loans”);

◦ convertible preferred stock of NFE with an aggregate liquidation preference of approximately $ 2,460,000 (“CoreCo Convertible Preferred Stock” );

◦ shares representing 65 % of the Company’s Class A common stock as of the closing date of the Restructuring Transaction, before giving effect to shares authorized under an incentive plan for directors, officers and other employees of the Company or any conversion of the CoreCo Convertible Preferred Stock into NFE Class A common stock;

◦ $ 400,000 in non-recourse term loans incurred or issued by the subsidiary that owns the Company’s Fast LNG 2 assets (“FLNG 2 Co”), payable in full on the third anniversary of the closing date of the Restructuring Transaction, guaranteed by certain subsidiaries of FLNG 2 Co and secured by substantially all assets of FLNG 2 Co and such subsidiaries;

◦ $ 200,000 in non-convertible, preferred equity (the “FLNG 2 Preferred Equity”) issued by FLNG 2 Co.

• Corporate governance matters regarding CoreCo;

• Letters of credit issued under the Company’s existing Letter of Credit Facility or Revolving Facility will be backstopped or replaced by letters of credit issued under new fully committed letter of credit facilities for each of CoreCo and BrazilCo;

• Certain other existing debt facilities and other liabilities will be refinanced, renegotiated, or compromised, or will remain outstanding in accordance with their existing terms;

• All shares of the Company’s Class A common stock outstanding immediately prior to the consummation of the Restructuring Transaction will remain outstanding and will represent 35 % of the Company’s Class A common stock issued and outstanding following the consummation of the Restructuring Transaction (but before giving effect to shares authorized under an incentive plan for directors, officers and other employees of the Company or any conversion of the CoreCo Convertible Preferred Stock into NFE Class A common stock);

• If required in order to meet a consolidated minimum liquidity threshold ($ 100,000 ) on the closing date of the Restructuring Transaction, the Company will offer to all eligible creditors the opportunity to participate in a

capital raise, pursuant to which the Company would raise up to $ 35,000 in aggregate principal amount of additional New CoreCo Term Loans (the "Senior Capital Raise Term Loans") and, to the extent the consolidated minimum liquidity threshold would not be met after giving effect to the additional New CoreCo Term Loans, junior term loans secured by a second-priority lien in an amount so that the consolidated minimum liquidity threshold would be met (the "Capital Raise Junior Term Loans").

Provided certain conditions were met (as set out in the RSA), the Company will pay to holders of or lenders under the debt instruments described above that became Supporting Creditors on or before 5:00 p.m.

New York City time on April 8, 2026, an early consent fee (the “Early Consent Fee”) in an amount equal to 0.75 % of the principal amount of such Supporting Creditors’ pro rata claim in:

the principal outstanding under the 2026 Notes for each supporting holder of 2026 Notes;

the principal outstanding under the 2029 Notes for each supporting holder of 2029 Notes;

the principal outstanding under the Term Loan B Credit Agreement for each supporting lender under the Term Loan B Credit Agreement;

the principal outstanding under the R-1 Revolving Credit Facility for each supporting lender under the R-1 Revolving Credit Facility;

for each supporting lender under the R-2 Revolving Credit Facility, (i) the principal outstanding under the R-2 Revolving Credit Facility, plus (ii) a share of principal outstanding under the Series I Credit Agreement and the Series II Credit Agreement in proportion to the share of recoveries for lenders under the R-2 Revolving Credit Facility in respect of certain assets of NFE Financing together with a guarantee from Bradford County Real Estate Partners LLC (the “Brazil Collateral”) under an intercreditor agreement dated December 6, 2024 (the “Brazil Parent ICA”);

for each supporting lender under the Term Loan A Credit Agreement, (i) the principal outstanding under the Term Loan A Credit Agreement, plus (ii) a share of principal outstanding under the Series I Loan Debt and the Series II Loan Debt in proportion to the share of recoveries for lenders under the Term Loan A Credit Agreement in respect of the Brazil Collateral under the Brazil Parent ICA;

for each supporting holder of the New 2029 Notes, a share of principal outstanding under the Series I Loan Debt and the Series II Loan Debt in proportion to the share of recoveries for holders of the New 2029 Notes in respect of the Brazil Collateral under the Brazil Parent ICA

As of April 30, 2026, the Company has received strong indications of support for the Restructuring Transaction from holders and lenders representing over 97 % of its approximately $ 5.8 billion principal amount of aggregate indebtedness.

A Supporting Creditor’s entitlement to the Early Consent Fee will be determined by reference to the aggregate principal amount of notes and loans held by that Supporting Creditor as of the record date specified to creditors for voting under the Restructuring Plans (as defined below).

Such early consent fee will be payable in kind in the form of the consideration to be afforded to such Supporting Creditors under the Restructuring Plans.

Separately, the Company has agreed to pay each lender under the Revolving Credit Agreement that agrees to forbear from taking any enforcement action under the Revolving Credit Agreement a standstill fee in an amount equal to 2.00 % of the outstanding loans made by such forbearing lender, provided that a simple majority of lenders under the Revolving Credit Agreement agree to forbear.

Summary of the CoreCo Convertible Preferred Stock and FLNG 2 Preferred Equity

Pursuant to the terms of the RSA, the CoreCo Convertible Preferred Stock will mandatorily convert on the third anniversary of the closing date of the Restructuring Transaction into shares of NFE Class A common stock representing 87 % of the fully diluted Class A common stock of NFE as of the closing date of the Restructuring Transaction (after giving effect to the shares of NFE Class A common stock to be issued on the closing date of the Restructuring Transaction and the incentive plan for directors, officers and other employees of the Company).

The conversion rate of the CoreCo Convertible Preferred Stock will be subject to customary adjustments for stock splits, distributions, reorganizations and reclassifications, as well as to certain price-based anti-dilution adjustments for subsequent issuances of NFE Class A common stock (or securities convertible into NFE Class A common stock) made by the Company while the CoreCo

Convertible Preferred Stock remains outstanding (subject to certain exempt issuances).

CoreCo will have the right to redeem or repurchase the CoreCo Convertible Preferred Stock from time to time with certain sources of proceeds enumerated in the RSA.

Holders of the CoreCo Convertible Preferred Stock will be entitled, in arrears, to a cumulative quarterly compounding dividend, which will accrue automatically via an increase to liquidation preference, with a cumulative per annum preferred return of 3.0 %, 5.0 % and 7.0 % in each of the three years , respectively, prior to conversion.

The CoreCo Convertible Preferred Stock will participate on an as-converted basis in any dividends and distributions on, and vote together with holders of, NFE Class A common stock.

The CoreCo Convertible Preferred Stock will be subordinated in right of payment to all existing and future indebtedness of CoreCo and senior in right of payment to all existing and future equity securities of CoreCo.

The FLNG 2 Preferred Equity will be issued by FLNG 2 Co at the closing date of the Restructuring Transaction pursuant to the RSA and will reflect economic and structural features substantially similar to those of the CoreCo Convertible Preferred Stock, except as otherwise provided herein.

CoreCo will have the right to redeem the FLNG 2 Preferred Equity from time to time with certain sources of proceeds enumerated in the RSA.

The Company will not pay any dividends on the FLNG 2 Preferred Equity.

The FLNG 2 Preferred Equity will be subordinated in right of payment to all existing and future indebtedness of FLNG 2 Co and senior in right of payment to all existing and future equity securities of FLNG 2 Co.

Summary of the New CoreCo Term Loans

The Company expects to use the proceeds of the New CoreCo Term Loans to refinance, on a cashless basis, certain of the loans and other obligations outstanding under the Revolving Credit Agreement and Term Loan B Credit Agreement.

If necessary, the cash proceeds of up to $ 35,000 of additional New CoreCo Term Loans will be used to satisfy the consolidated minimum liquidity threshold required by the RSA and, to the extent the consolidated minimum liquidity threshold would not be met after giving effect to the additional New CoreCo Term Loans, term loans second ranking to such additional New CoreCo Term Loans in an amount such that the consolidated minimum liquidity threshold would be met.

The New CoreCo Term Loans will mature five years after the closing date of the Restructuring Transaction and will amortize at a rate of 1 % per annum, paid quarterly.

The New CoreCo Term Loans will be guaranteed, jointly and severally, on a senior secured basis by each subsidiary that is a guarantor under the Letter of Credit Facility on the closing date of the Restructuring Transaction, and will be secured by substantially the same collateral as the collateral that currently secures the Letter of Credit Facility, subject to certain exceptions, including the Company’s FLNG 2 assets.

To the extent the minimum liquidity threshold is not satisfied after giving effect to the funding of the New CoreCo Term Loans, the Company is permitted to incur additional indebtedness that will be guaranteed by the same guarantors guaranteeing the New CoreCo Term Loans and secured by a second-priority lien on all of the collateral securing the New CoreCo Term Loans.

The New CoreCo Term Loans may be voluntarily prepaid by the Company, in whole or in part, subject to prepayment premiums for optional prepayments equal to 102 % of the aggregate principal amount of such term loan prepaid plus accrued and unpaid interest during the first year after the closing of the New CoreCo Credit Agreement, and at par plus accrued and unpaid interest thereafter.

The Company will be required to prepay the New CoreCo Term Loans at par with the net proceeds of non-ordinary course asset sales, condemnations and certain other events enumerated in the RSA.

Holder Elections

Holders of debt under the R-2 Revolving Credit Facility and the Term Loan A Credit Agreement were given the opportunity to elect to receive (a) their pro rata share of $ 45,000 in lieu of the BrazilCo Common Equity they would receive in exchange for their debt and holders of debt under the Revolving Credit Agreement were given the opportunity to elect to receive (b) additional New CoreCo Term Loans in lieu of the CoreCo Convertible Preferred Stock they would receive in exchange for their claims, up to a cap, at a rate of 50 % of the liquidation preference of the CoreCo Convertible Preferred Stock in aggregate principal amount of New CoreCo Term Loans.

In addition, pursuant to the terms of the RSA, upon consummation of the Restructuring Transaction, Wesley R.

Edens will purchase from certain of our existing creditors 6,672 shares of CoreCo Convertible Preferred Stock (liquidation preference of $ 1,000 per share) at a price of $ 250 per share.

The Restructuring Plans

The Company expects to complete the Restructuring Transaction through restructuring plans promoted by each of two indirect subsidiaries of the Company, (i) NFE Global Holdings Limited (“NFE Global”) and (ii) NFE Brazil Newco

Limited (“NFE Brazil Newco”) (each, a “PlanCo”) under Part 26A of the UK Companies Act 2006 (for each PlanCo, the “Restructuring Plan”, and together, the “Restructuring Plans”) and sanctioned by the High Court of Justice in England (the “UK High Court”).

NFE Global will propose a Restructuring Plan (the “CoreCo Plan”) that will compromise the debt under the Series I Credit Agreement, Series II Credit Agreement, 2026 Notes, 2029 Notes, Revolving Credit Agreement, Term Loan A Credit Agreement and Term Loan B Credit Agreement and NFE Brazil Newco will propose a Restructuring Plan (the “BrazilCo Plan”) that will compromise the debt under the New 2029 Notes.

The PlanCos will seek recognition of the Restructuring Plans in the United States pursuant to chapter 15 of the U.S.

Bankruptcy Code.

The Restructuring Plans will bind all relevant creditors, and release the obligations of the Company and all guarantors, under the debt instruments addressed in the Restructuring Plans;

however, neither the Company nor any of its subsidiaries other than the PlanCos anticipate being parties to the Restructuring Plans proceedings in the UK High Court, the chapter 15 recognition proceedings or any other restructuring, bankruptcy or insolvency proceeding in connection with the Restructuring Transaction.

The RSA sets forth the commitments of the Company and the Supporting Creditors to, among other things, cooperate in good faith to negotiate the definitive documents necessary or advisable to effect the Restructuring Transaction, use their commercially reasonable efforts to consummate the Restructuring Transaction in accordance with such definitive documents, and refrain from taking any actions that would impede or would otherwise be inconsistent with the Restructuring Transaction (including by supporting or consenting to any alternative transaction, subject, in the case of the Company, to a “fiduciary out”).

In addition, the Supporting Creditors have agreed to forbear from exercising remedies (or directing or consenting to any such exercise of remedies) with respect to certain specified defaults and events of default under the applicable debt instruments while the RSA is in effect.

The parties’ obligations to consummate the Restructuring Transaction are subject to the satisfaction of certain conditions, including the UK High Court’s entry of an order sanctioning the Restructuring Plans and the recognition of that order in the United States pursuant to chapter 15 of the U.S.

Bankruptcy Code, completion of definitive documents acceptable to the parties in accordance with standards set forth in the RSA, approval of certain matters by the Company’s stockholders, receipt of required regulatory and third-party consents and approvals, and satisfaction of certain process “milestones”.

The RSA may be terminated by the Company and/or the Supporting Creditors, as applicable, upon the occurrence of specified events defined in the RSA, including, without limitation, if (1) a material, uncured breach of certain parties’ representations, warranties, covenants, or obligations under the RSA occurs, (2) any of the conditions to the closing of the Restructuring Transaction (including the timely satisfaction of any of the process “milestones” prescribed in the RSA) is not timely satisfied or waived, (3) certain issued letters of credit are drawn or (4) the Restructuring Transaction has not closed by September 15, 2026 (which date may be automatically extended by up to 90 calendar days in certain circumstances and further extended with the consent of certain parties in accordance with the terms of the RSA through December 31, 2026).

In addition, the Company may terminate the RSA if the Company’s board of directors determines, upon the advice of counsel, that the Company’s continued performance under the RSA would be inconsistent with the fiduciary duties of the Company’s directors.

The Company has submitted certain proposals in connection with the Restructuring Transaction to the Company’s stockholders at its 2026 Annual Meeting of Stockholders, including, among other things, an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of NFE Class A common stock;

approval for the potential issuance of common stock exceeding 20 % of the current outstanding shares to comply with Nasdaq rules;

an amendment to the Company’s 2019 Omnibus Incentive Plan to increase the number of shares available for grants;

and an amendment to the Certificate of Incorporation to authorize a reverse stock split at a ratio of 1-for-50 (collectively, the “Stockholder Proposals”).

The Restructuring Transaction is conditioned upon approval of all of the Stockholder Proposals.

Although the Company intends to pursue the Restructuring Transaction in accordance with the terms set forth in the RSA, there can be no assurance that the Company will satisfy all of the conditions under the RSA and complete the Restructuring Transaction as contemplated or at all.

If the Company is unable to complete the Restructuring Transaction or any other alternative transactions, the Company will be required or compelled to pursue alternative in-court restructuring initiatives to preserve value , which would have a material and adverse impact on stockholders and likely result in no recovery to stockholders.

As there are conditions under the RSA that are not in the Company’s control, the execution of the RSA does not alleviate substantial doubt that the Company can continue as a going concern.

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").

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 statement 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 for the year ended December 31, 2025 (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

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

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 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.

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(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.

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 adopted ASU 2025-05 on January 1, 2026.

The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.

(b) New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2026:

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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 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) .

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 remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and specify that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall , are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements.

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

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

In April 2026, the FASB issued ASU No.

2026-01, Equity (Topic 505) .

The amendments require that paid-in-kind (“PIK”) dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement.

The amendments are effective for all entities for annual reporting 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 2026-01 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.

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

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:

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

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

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 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

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.

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.

In 2025, the Company formed a partnership (“SCP”) with an energy trader to structure a power trading operation to fulfill certain of the Company’s power purchase agreement operations.

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

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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.

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

For the three months ended March 31, 2026, the Company recognized a loss of $ 3,982 , which was recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

As of March 31, 2026 and December 31, 2025 , the Condensed Consolidated Balance Sheets includes a receivable, net of $ 46,511 and $ 56,632 from the energy trader, respectively.

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

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.

Included in operating revenue are LNG cargo sales to customers of $ 43,927 and $ 182,731 for the three months ended March 31, 2026 and 2025, respectively .

The table below summarizes the activity in Other revenue:

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

2025 2024 2025 2024

Three Months Ended March 31,

Interest income and other revenue $ 115 $ 11,449

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Total other revenue $ 29,568 $ 40,219

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.

Operation and maintenance revenue 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.

Amounts recognized in the three months ended March 31, 2026 and 2025 include fixed fees and reimbursement of pass-through expenditures, including payroll expenses of Genera employees.

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.

As of March 31, 2026 and December 31, 2025, receivables related to revenue from contracts with customers totaled $ 319,333 and $ 388,683 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 17,376 and $ 17,424 , 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 include unbilled amounts resulting from contracts, in which the performance obligation is satisfied and revenue is recognized while our right to receipt is conditional upon certain considerations.

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 March 31, 2026 and December 31, 2025 are detailed below:

March 31, 2026 December 31, 2025

Contract assets, net - current $ 10,113 $ 21,791

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Amounts included in contract liabilities at the beginning of the year $ 1,730 $ 4,051

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

Contract assets are presented net of expected credit losses of $ 293 and $ 297 as of March 31, 2026 and December 31, 2025, 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

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.

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 term of the agreement.

As of March 31, 2026, the Company has capitalized $ 11,626 of which $ 1,602 of these costs is presented within Prepaid expenses, net and other current assets, net and $ 10,024 is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

As of December 31, 2025, the Company had capitalized $ 12,027 , of which $ 1,602 of these costs was presented within Prepaid expenses, net and other current assets, net and $ 10,425 was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.

In addition to the revenue recognized under ASC 606, in the fourth quarter of 2024, the Company novated an LNG supply contract to a customer, and the Company received a payment of $ 295,558 .

As this payment was non-refundable and relieved the Company of a portion of its guarantee obligation under this arrangement, these payments were recognized as contract novation income with the revenue caption in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

For the three months ended March 31, 2026 and 2025 , the Company recognized $ 943 and $ 1,746 of contract novation income, which represents the accretion to the remaining payments that will be made between the third quarter of 2026 and the first quarter of 2028 ( Note 11 ).

Transaction price allocated to remaining performance obligations

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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 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.

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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.

Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas or power.

As each unit of LNG, natural gas or power 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

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

Vessels that are chartered to customers under operating leases are recognized within Vessels in Note 13 .

Vessels that are accounted for as a failed sale leaseback as of March 31, 2026 and December 31, 2025, including those vessels chartered to third parties, continue to be recognized on the Condensed Consolidated Balance Sheets, and as such, the carrying amount of these vessels that are leased to third parties under long-term operating leases is as follows:

March 31, 2026 December 31, 2025

Property, plant and equipment $ 154,196 $ 154,196

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Property, plant and equipment, net $ 113,622 $ 115,535

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

The components of lease income from vessel operating leases for the three months ended March 31, 2026 and 2025 are shown below, inclusive of vessels accounted for as a failed sale leaseback.

Three Months Ended March 31,

Operating lease income $ 8,816 $ 40,907

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Total operating lease income $ 11,228 $ 45,436

Cash receipts on long-term vessel charters that are part of the failed sale leaseback transaction are received by Energos.

As such, future cash receipts from both operating and finance leases were not significant as of March 31, 2026 and 2025.

Leases, as lessee

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

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, ROU assets, current lease liabilities and non-current lease liabilities consisted of th e following:

March 31, 2026 December 31, 2025

Operating right-of-use-assets $ 228,169 $ 394,795

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Total non-current lease liabilities $ 259,827 $ 318,819

(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

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 5,229 and $ 4,860 as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026, the owner of a vessel under an operating lease repossessed the vessel after the Company failed to make certain lease payments.

The lessor subsequently initiated arbitration proceedings seeking damages, fees and costs (Note 18).

As the Company no longer has control of the leased asset, the Company impaired the right of use asset, recognizing an impairment charge of $ 60,597 within Asset impairment expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

The associated lease liability remains in full in Non-current lease liabilities on the Condensed Consolidated Balance Sheets as the Company is not relieved of its obligation and further does not expect this matter to be resolved within the next 12 months from the balance sheet date.

For the three months ended March 31, 2026 and 2025, the Company’s operating lease cost recorded within the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income was as follows:

Three Months Ended March 31,

Fixed lease cost $ 9,796 $ 41,645

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Lease cost - Selling, general and administrative 1,152 1,668

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.

For the three months ended March 31, 2026 and 2025, the Company has capitalized $ 11,885 and $ 4,658 of lease costs, respectively.

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.

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

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

For the three months ended March 31, 2026 and 2025, 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 March 31,

Interest expense related to finance leases $ 39 $ 90

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

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

Nine Months Ended September 30,

Supplemental cash flow information related to leases was as follows for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Operating cash outflows for operating lease liabilities $ 27,336 $ 56,583

Financing cash outflows for finance lease liabilities 513 1,393

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:

The future payments due under operating and finance leases as of March 31, 2026 are as follows:

Operating Leases Financing Leases

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Non-current lease liability 259,114 713

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.

As of March 31, 2026, the weighted average remaining lease term for operating leases was 8.9 years and finance leases was 4.8 years .

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

The weighted average discount rate associated with operating leases as of March 31, 2026 and December 31, 2025 was 10.2 % and 9.7 %, respectively.

The weighted average discount rate associated with finance leases as of March 31, 2026 and December 31, 2025 was 5.7 % and 5.5 %, respectively.

Financial instruments

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dollar borrowings and expected capital expenditures.

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

As of both March 31, 2026 and December 31, 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

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

The amount of loss recognized in Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

Financial instrument 2026 2025

Foreign exchange forward contracts $ — $ 13,735

Zero-cost collar options 489 628

Total 677 4,611 18,935 ( 5,483 )

Total realized and unrealized loss recognized $ 489 $ 14,363

The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions.

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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 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.

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

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

The followi ng table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of March 31, 2026 and December 31, 2025:

Level 1 Level 2 Level 3 Total

September 30, 2025

March 31, 2026

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

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Foreign exchange contracts — 474 — 474

Foreign exchange contracts — 1,168 — 1,168

Contingent consideration derivative liabilities — — 32,586 32,586

Embedded contingent interest derivative — — 1,970 1,970

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

The Company belie ves the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of March 31, 2026 and December 31, 2025 and are classified as Level 1 within the fair value hierarchy.

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

The (gains) for contingent consideration derivative liabilities and embedded contingent interest derivative are recorded within Other (income) expense, net, and Interest expense, respectively, in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three months ended March 31, 2026 and 2025 and are shown below:

Three Months Ended March 31,

Unrealized (gain) loss

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Embedded contingent interest derivative ( 1,299 ) ( 4,210 )

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 three months ended March 31, 2026 and 2025, the Company had no transfers in or out of Level 3 in the fair value hierarchy.

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

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Restricted cash

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, restricted cash consisted of the following:

March 31, 2026 December 31, 2025

Cash restricted under the terms of loan agreements $ 58,281 $ 90,105

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Uses of cash proceeds under the BNDES Term Loan, Brazil Financing Notes and PortoCem Debentures (see Note 16 ) are restricted to certain payments to construct the Company's power plants in Brazil.

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

September 30, 2025 December 31, 2024

As of March 31, 2026 and December 31, 2025, inventory consisted of the following:

March 31, 2026 December 31, 2025

LNG and natural gas inventory $ 134,893 $ 100,101

Automotive diesel oil inventory 844 7,934

Bunker fuel, materials, supplies and other 17,913 28,058

Automotive diesel oil inventory, bunker fuel, materials, supplies and other 18,053 19,346

Total inventory $ 152,946 $ 119,447

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

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

No adjustments were recorded during the three months ended March 31, 2026 and 2025.

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

As of March 31, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:

March 31, 2026 December 31, 2025

Prepaid expenses $ 17,640 $ 24,245

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10,113 21,791

Proceeds held in escrow (Note 4)

Derivative asset 437 19,807

Proceeds held in escrow 41,000 41,000

Short-term receivable 91,017 65,921

Deferred financing costs 16,127 18,876

Income taxes receivable 13,013 15,963

Other current assets 52,246 49,152

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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 conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier.

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

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

been recorded as a receivable.

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

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

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

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

Financing costs include deferred costs associated with the Company’s Revolving Facility.

The income tax receivable represents the expected refund resulting from the carryback of foreign tax credits to past tax year.

The remaining balance of other cu rrent assets as of March 31, 2026 and December 31, 2025 primarily consists of deposits.

Construction in progress

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

September 30, 2025

The Company’s construction in progress activity during the three months ended March 31, 2026 is detailed below:

March 31, 2026

Construction in progress as of December 31, 2025

Additions 143,012

Asset impairment expense (Note 14)

Asset impairment expense ( 674 )

Impact of currency translation adjustment 96,293

Assets placed in service ( 8,750 )

Dispositions (Note 4)

Construction in progress as of September 30, 2025

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

The Company has significant development activities in Latin America.

Construction in progress as of March 31, 2026

Interest expense of $ 90,039 and $ 98,586 , inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2026 and 2025, respectively.

The Company has significant development activities in Latin America, including significant projects in Brazil.

Construction in progress relating to BrazilCo was $ 1,955,219 and $ 1,770,782 as of March 31, 2026 and December 31, 2025 , respectively .

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.

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

As of March 31, 2026 and December 31, 2025, the Company’s property, plant and equipment, net consisted of the following:

March 31, 2026 December 31, 2025

LNG liquefaction facilities $ 3,264,547 $ 3,264,547

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Total property, plant and equipment, net $ 4,860,875 $ 4,892,737

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

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

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

Impairment of long-lived assets

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

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

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

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

Based on the recoverability tests performed, the Company recorded an impairment charge of $ 117,311 , 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.

Goodwill and intangible assets

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

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).

Depreciation expense for the three months ended March 31, 2026 and 2025 totaled $ 48,265 and $ 62,870 , respectively, of which $ 10,343 and $ 10,401 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

Intangible assets

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

September 30, 2025

Intangible assets

The following tables summarize the composition of intangible assets as of March 31, 2026 and December 31, 2025:

March 31, 2026

Gross Carrying

20 unchanged sentences

$ 162,045 $ ( 15,146 ) $ ( 14,908 ) $ 131,991 17

Favorable vessel charter contracts 17,700 ( 14,942 ) — 2,758 4

Permits and development rights 61,894 ( 9,572 ) 1,574 53,896 34

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Total intangible assets $ 225,790 $ ( 24,916 ) $ ( 13,278 ) $ 187,596

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.

Amortization expense for the three months ended March 31, 2026 and 2025 was $ 2,792 and $ 3,362 , respectively, which were inclusive of reductions in expense for the amortization of unfavorable contract liabilities.

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

The Company 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 decision of the High Court of Ireland.

ABP is now reconsidering the 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.

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however, management continues to assess all options in respect of future developments for the land held.

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.

As of March 31, 2026 and December 31, 2025 , the net book value of permits, development rights and other easements to be used in the development of the Company’s development project in Shannon, Ireland was $ 36,513 and $ 37,288 , respectively.

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

As of March 31, 2026 and December 31, 2025, Accrued liabilities consisted of the following:

March 31, 2026 December 31, 2025

Accrued interest $ 596,812 $ 404,389

Accrued bonuses 16,059 37,415

Accrued inventory — 93,319

Accrued development costs 36,434 36,874

Accrued litigation 53,470 52,421

Other accrued expenses 157,348 104,092

Total accrued liabilities $ 844,064 $ 597,776

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.

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

September 30, 2025 December 31, 2024

Accrued litigation includes management’s estimate of probable losses for certain legal matters (see Note 18).

The Company is not currently paying interest under debt instruments that are subject to the RSA (Note 2), increasing the accrued interest balance as of March 31, 2026.

These balances will be settled upon completion of the Restructuring Transaction.

As of March 31, 2026 and December 31, 2025, debt consisted of the following:

March 31, 2026 December 31, 2025

Corporate debt

3 unchanged sentences

Revolving Facility 660,400 660,400

Term Loan B, due October 2028 1,159,210 776,353

Term Loan A, due July 2027 283,840 283,320

Term Loan B, due October 2028 1,174,518 1,166,784

Short-term Borrowings 73,917 73,224

8 unchanged sentences

EB-5 Loan, due July 2028 99,090 99,000

South Power 2029 Bonds, due May 2029 — 217,871

Barcarena Debentures, due October 2028 — 194,571

Total debt $ 8,287,140 $ 8,178,919

1 unchanged sentence

Long-term debt 1,105,839 1,105,442

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,

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.

Debt is recorded at am ortized cost on the Condensed Consolidated Balance Sheets.

The fair value of the Company's long-term debt was $ 5,434,738 and $ 4,382,841 as of March 31, 2026 and December 31, 2025, respectively, and is classified as Level 2 within the fair value hierarchy.

As of March 31, 2026 and December 31, 2025 , the outstanding debt balances under the New 2029 Notes, Term Loan B, Term Loan A, and Revolving Facility were classified as current, primarily due to the existing events of default and/or non-

compliance with covenant requirements as described in Note 2.

In addition, the outstanding balances of the 2026 Notes, 2029 Notes, Brazil Financing Notes, PortoCem Debentures, EB-5 Loan and Tugboat Financing are also classified as current due to events of default and/or expected non-compliance with covenant requirements, as discussed in the Company's Annual Report on Form 10-K.

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

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

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

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

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.

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.

In January 2026, the Company did not make the interest payment of $ 2,375 due under the EB-5 Loan Agreement.

An event of default under the EB-5 Loan Agreement arose on January 8, 2026, when the contractual grace period for interest payments on the loans expired.

Due to the expected future occurrence of events of defaults, the EB-5 Loan has been classified as a current liability as of March 31, 2026 .

On March 13, 2026, the Company entered into a term sheet with CanAm Texas Regional Center LP.

IV., a Delaware limited partnership in respect of the EB-5 Loan Agreement that contemplates, among other things, the incurrence by the Company of a new unsecured note in the aggregate principal amount of $ 22,500 in exchange for the EB-5 Loan.

The new unsecured notes will bear an interest rate of 7.0 % per annum, with the option to pay interest in kind, and that matures on December 31, 2029.

The execution of this agreement is contingent upon the completion of the Restructuring Transaction.

Letter of Credit Facility

In March 2026, the Company entered into an amendment to the Letter of Credit Facility to extend the maturity date to September 15, 2026.

As of March 31, 2026, the Company had $ 195,559 of letters of credit outstanding under the Letter of Credit Facility.

PortoCem Financings

The Company did not provide the $ 79,100 bank guarantee that was due to the holders under the PortoCem Debentures (as defined in the Company's Annual Report on Form 10-K) on May 10, 2026.

If the Company fails to provide the bank guarantee prior to the expiration of the 45 -day cure period, an automatic early maturity event will occur and substantially all of the Company's outstanding indebtedness would be payable on demand.

Additionally, other non-financial requirements due on April 30, 2026 were not met, and the debenture holders have the ability to declare an event of early maturity.

As of the date of the issuance of these financial statements, the debenture holders have not declared an early maturity event.

Nonetheless, the outstanding principal balance of the PortoCem Debentures has been presented as a current liability as of March 31, 2026 as the Company determined that it is not currently probable that the bank guarantee can be provided.

Following the completion of the Restructuring Transaction, the Company will no longer own BrazilCo, and the liabilities of BrazilCo, including the PortoCem Debentures will no longer be included in the Company's consolidated financial statements.

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 expense, net of amounts capitalized, recognized for the three months ended March 31, 2026 and 2025 consisted of the following:

Three Months Ended March 31,

Interest per contractual rates $ 234,572 $ 217,414

5 unchanged sentences

Total interest expense $ 186,880 $ 200,309

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

Other Long-Term Liabilities

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

September 30, 2025 December 31,

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

Derivative liabilities 4,017 24,364

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

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.

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 22,864 and $ 22,179 for the three months ended March 31, 2026 and 2025, respectively, related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended March 31, 2026 was ( 8.5 )% compared to ( 17.5 )% for the three months ended March 31, 2025.

The total ta x provision for the three months ended March 31, 2026 was $ 31,541 compared to a provision of $ 26,068 for the three months ended March 31, 2025.

The Company recognized a tax provision on pre-tax losses in the quarter principally from additions to the valuation allowance on U.S.

taxable losses, projected pretax earnings in foreign operations as well as expected taxes to be incurred under Pillar Two.

Commitments and contingencies

3 unchanged sentences

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

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

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

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

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

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

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

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

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

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

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

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

While the amounts due to these vendors are recorded on the Condensed Consolidated Balance Sheets, potential legal actions against the Company enforcing payments may result in interest, penalties and/or legal expenses, which may materially affect the Company’s financial position, results of operations or cash flows.

With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable.

There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.

In 2024, Jamaica Power Service Company Limited (“JPS”) initiated arbitration proceedings claiming damages of approximately $ 32,900 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 $ 7,200 .

Arbitration proceedings commenced in the first quarter of 2026, and the Company expects this matter to be resolved in 2026.

The Company has accrued for the probable loss as of March 31, 2026.

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.

The lessor subsequently initiated arbitration proceedings seeking damages, fees and costs up to $ 46,200 as a result of the termination of the lease and alleged damages suffered by certain of the leased units during operation and decommissioning.

The Company has a counterclaim of approximately $ 6,500 .

The arbitration proceedings are complete and the Company expects the panel to issue its opinion and any award by June 30, 2026.

The Company has accrued for the probable loss as of March 31, 2026.

In the first quarter of 2026, the owner of a vessel leased by the Company repossessed the vessel after the Company failed to make certain lease payments.

The lessor subsequently initiated arbitration proceedings claiming damages of approximately

$ 85,000 for loss of charter payments for the remaining charter period.

The Company has determined that a loss upon conclusion of the arbitration is probable, however, the amount of loss is uncertain.

The range of losses does not exceed the lease liability balance recorded for this vessel as of March 31, 2026, and as such, no additional accrual has been recorded.

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).

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 375,700 (approximately $ 72,000 using exchange rates as of March 31, 2026).

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.

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

The Company has not accrued any probable losses as of March 31, 2026.

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

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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.

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 610,000 ($ 116,900 using exchange rates in effect as of March 31, 2026) 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.

The Company has not accrued any probable losses as of March 31, 2026.

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

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

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

Finally, the Company believes that if any penalty is ultimately imposed and enforced by the courts, the original third-party developer of the project is required to indemnify the Company for any losses incurred related to the relocation of the project because the relocation request resulting in any penalty was submitted before the closing of the sale of PortoCem to the Company, thus such regulatory request was filed when PortoCem was controlled by its prior owner.

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.

In the third quarter of 2025, a contractor under an Engineering, Procurement and Construction (“EPC”) contract initiated arbitration proceedings.

The contractor claims that it is owed damages for alleged breach of the EPC contract for the construction of the Barcarena Power Plant by the Company and is claiming damages up to approximately BRL 501,000 ($ 96,000 using exchange rates as of March 31, 2026).

The Company has a counterclaim of approximately BRL 400,100 ($ 76,660 using exchange rates as of March 31, 2026).

The Company believes the plaintiff’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 probable loss is uncertain.

The Company has not accrued any probable losses as of March 31, 2026.

Various local communities and organizations in Brazil have made claims against the Company seeking compensation for alleged damages arising out of the Company’s operations in Brazil.

The plaintiffs are claiming damages up to BRL 616,300 (approximately $ 118,100 using exchange rates as of March 31, 2026).

The Company believes the plaintiffs’ claims are without merit, 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 probable loss is uncertain.

The Company has not accrued any probable losses as of March 31, 2026.

On September 17, 2024, plaintiff Mikolaj Bojdol filed a putative class action lawsuit in the U.S.

District Court for the Southern District of New York against the Company and certain officers alleging violations of Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and certain rules promulgated thereunder relating to statements concerning the

Company’s FLNG project in Altamira, Mexico.

On November 1, 2024, plaintiff Taylor Anderson filed a similar class action lawsuit also in the U.S.

District Court for the Southern District of New York.

The cases were consolidated and a lead plaintiff was appointed on December 17, 2024.

The lead plaintiff filed an amended complaint on February 18, 2025 asserting claims on behalf of persons and entities that purchased the Company’s securities between September 20, 2022 and August 8, 2024 and seeks compensatory damages, interest, fees, and costs.

On February 19, 2026, the Court denied the defendants’ motion to dismiss.

While the Company believes the claims are without merit, and plans to vigorously defend itself in these proceedings, a loss is reasonably possible.

A liability has not been recognized as of March 31, 2026, since the Company is unable to predict the outcome given the significant uncertainty with regard to whether such matters will proceed to trial, among other uncertainties.

Therefore, the Company is not in a position to assess the likely outcome, and therefore unable to estimate of the range of possible loss.

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.

As of March 31, 2026 and December 31, 2025, the Company has accrued a liability of $ 52,137 and $ 52,421 , respectively.

The liability as of March 31, 2026 represents management’s estimate of probable losses for certain legal matters.

Earnings per share

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

2025 2024 2025 2024

Three Months Ended March 31,

Net (loss) income $ ( 400,604 ) $ ( 175,426 )

Net (income) loss attributable to non-controlling interests ( 6,304 ) ( 2,014 ) ( 6,316 ) ( 6,597 )

Net loss (income) attributable to non-controlling interests 659 ( 2,208 )

Convertible preferred stock dividend — ( 548 )

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Net (loss) income $ ( 400,604 ) ( 175,426 )

Net (income) attributable to non-controlling interests ( 6,304 ) ( 2,014 ) ( 6,316 ) ( 6,597 )

Net loss (income) attributable to non-controlling interests 659 ( 2,208 )

Convertible preferred stock dividend — ( 548 )

Adjustments attributable to dilutive securities — ( 1,675 ) — ( 3,443 )

Net income attributable to Class A common stock $ ( 399,945 ) $ ( 178,182 )

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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)

March 31, 2026 March 31, 2025

Series B convertible preferred stock (1)

Equity Agreement shares (2)

26,507,595 1,877,625

Unvested RSUs — — — 1,690,920

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

Total 26,507,595 1,914,371

(1) Represents the number of unconverted Series B convertible preferred shares as of March 31, 2026 and March 31, 2025 , respectively .

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

Redeemable preferred stock and 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.

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.

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

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 .

In the fourth quarter of 2025, the Company granted new equity awards to certain employees that will settle in shares of a subsidiary owning the Company's Brazilian operations.

Vesting of the awards is subject to the Brazilian operations meeting certain development milestones as defined in the award agreement.

The total expected compensation expense is recognized ratably for each vesting tranche over the respective vesting periods if it is probable that these milestones will be met.

Total compensation cost will be recognized over the remaining service period, which is currently expected to conclude in the third quarter of 2027.

F or the three months ended March 31, 2026, the Company recognized compensation expense of $ 3,768 associated with this award in Selling, general and administrative in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

This award will vest in shares of an entity owned by BrazilCo, and as such, the Company will no longer recognize compensation expense associated with this award upon completion of the Restructuring Transaction contemplated under the RSA.

Related party transactions

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

In the ordinary course of business,

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

The charges under the Administrative Agreement that are attributable to the Company totaled expenses of $ 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.

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

The charges under the Administrative Agreement that are attributable to the Company totaled $ 152 and $ 118 for the three months ended March 31, 2026 and 2025, 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.

As of March 31, 2026 and December 31, 2025, $ 890 and $ 738 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.

The Company incurred, at aircraft operator rates, charter costs of $ 941 and $ 952 for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, $ 135 and $ 318 was due to this affiliate, respectively.

Fortress affiliated entities

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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.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended March 31, 2026 and 2025, $ 399 and $ 327 of rent and office related expenses were incurred by these affiliates, respectively.

As of March 31, 2026 and December 31, 2025, $ 4,432 and $ 4,263 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 .

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 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.

As of March 31, 2026 and December 31, 2025, $ 3,614 was d ue to Fortress affiliated entities.

Restructuring Transaction

Pursuant to the terms of the RSA, upon consummation of the Restructuring Transaction, Wesley R.

Edens will purchase from certain of our existing creditors 6,672 shares of CoreCo Convertible Preferred Stock at a price of $ 250 per share.

Subsequent to the execution of the RSA, Mr.

Edens purchased approximately $ 110,000 aggregate principal amount of the loans issued pursuant to the Term Loan A Credit Agreement and is entitled by virtue of his ownership thereof to receive a pro rata portion of the consideration to be received by the lenders under the Term Loan A Credit Agreement pursuant to the Restructuring Transaction.

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 .

The Company recognized expense related to the land lease of $ 78 and $ 183 during the three months ended March 31, 2026 and 2025, respectively, which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of March 31, 2026, the right-of-use balance is $ 0 (fully impaired during the year ended December 31, 2025) and the lease liability balance is $ 4,892 on the Condensed Consolidated Balance Sheets .

As of December 31, 2025, the Company recorded a right-of-use asset of $ 0 after recognizing an impairment charge during the year and a lease liability of $ 4,813 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.

In 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.

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

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

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

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

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

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

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

The Company recognized approximately $ 128 in expense related to the consulting arrangement within Selling, general and administrative for the three months ended March 31, 2025.

As of March 31, 2026, the Company operates in two reportable segments:

Terminals and Infrastructure and Ships:

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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.

• Ships includes vessels chartered under long-term arrangements that were part of a historical financing transaction.

We exclude such vessels from this segment and include them in our Terminals and Infrastructure segment once we begin to use the vessels in our own operations.

One vessel is currently included in this segment.

The Company’s CEO, who is the CODM, uses Segment Operating Margin to evaluate the performance of the segments and allocate resources.

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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

The table below presents segment information for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

(in thousands of $) Terminals and

14 unchanged sentences

$ 143,103 $ — $ 143,103 $ — $ 143,103

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2025

(in thousands of $) Terminals and

13 unchanged sentences

$ 324,138 $ — $ 324,138 $ — $ 324,138

Three Months Ended September 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 482,200 $ 43,062 $ 525,262 $ 42,273 $ 567,535

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

Nine Months Ended September 30, 2024

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other (4)

Statement of operations:

Total revenues $ 1,515,365 $ 128,224 $ 1,643,589 $ 42,273 $ 1,685,862

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.

1 unchanged sentence

(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.

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 expenses, (gain) loss on sale of assets, interest expense, other (income) expense, net, loss on extinguishment of debt, net, and tax (benefit) provision.

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

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

Three Months Ended March 31,

(in thousands of $) 2026 2025

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

Net income $ ( 400,604 ) $ ( 175,426 )

Selling, general and administrative 47,494 51,820

4 unchanged sentences

Other (income) expense, net ( 43,192 ) ( 63,937 )

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

Goodwill impairment expense — — 582,172 —

Loss on extinguishment of debt, net — 467

2 unchanged sentences

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.

Energos Restructuring Support Agreement

On March 8, 2026, the Company entered into a restructuring support agreement with Energos, which was further amended on March 17, 2026 (“Energos RSA”).

The Energos RSA, among other things, reduces the hire rates for Energos Maria and Energos Princess and cancel and terminates the Company’s forward starting charter agreement for Nusantara Regas Satu .

This restructuring support agreement will become effective upon completion of the Restructuring Transaction.

Turbine Sale-Leaseback Transaction

On April 1, 2026, the Company, entered into an Asset Purchase Agreement (the “Purchase Agreement”) and Master Lease Agreement (the “Turbine Lease”), pursuant to which the parties agreed to consummate a sale and leaseback transaction with respect to certain turbines.

On April 1, 2026, the Company completed the sale of these turbines with a carrying value of $ 159,750 for a purchase price of $ 265,883 .

The Turbine Lease has a 10 -year term, which is expected to begin on July 1, 2026.

The Company used the net proceeds from the transaction to repay certain indebtedness and provide additional liquidity.

Brazil Bridge Credit Agreement

On April 14, 2026, NFE Brazil Holdings Limited (“NFE Brazil Holdings”), an indirect subsidiary of NFE, entered into a credit agreement (the “Brazil Bridge Credit Agreement”) for a senior secured, multiple draw term loan facility of $ 50,000 (the “Brazil Bridge Term Loan Facility”).

The Brazil Bridge Term Loan Facility bears interest at a rate of 10 % per annum, which will be paid-in-kind.

The Brazil Bridge Term Loan Facility is expected to be repaid in full with proceeds from a senior secured note offering.

BrazilCo Notes due 2029

On May 11, 2026, NFE Brazil Financing Limited ("NFE Brazil"), an indirect subsidiary of NFE, entered into a commitment letter, which provides commitments for a proposed offering of $ 885,000 aggregate principal amount of senior

secured notes due 2029 to be issued by NFE Brazil.

The notes will bear interest at a rate of 12.00 % per annum, payable in kind semi-annually on May 15 and November 15, and will mature three years from the issue date.

NFE Brazil intends to use the net proceeds from the offering for (i) operations, capital expenditures, working capital, letter of credit and similar needs, transaction costs, and payment in full of all trade payables owed to NFE as of the issue date, (ii) to refinance the existing Brazil Bridge Term Loan Facility, (iii) to refinance certain existing Brazil Financing Notes, and (iv) to fund certain cash reserves established in connection with the Restructuring Plan.

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

What changed 10-Q

Item 1. Financial Statements