New Fortress Energy Inc. 10-Q

Item 1. Financial Statements. New Fortress Energy Inc. Condensed Consolidated Balance Sheets As of March 31, 2026 and December 31, 2025 (Unaudited, in thousands of U.S. dollars, except share amounts) March 31, 2026 December 31, 2025 Assets Current assets Cash and cash equivalents $ 92,389 $ 226,453 Restricted cash 97,492 130,489 Receivables, net of allowances of $ 17,650 and $ 17,800 , respectively 370,322 451,962 Inventory 152,946 119,447 Prepaid expenses and other current assets, net 445,599 400,347 Total current assets 1,158,748 1,328,698 Construction in progress 3,823,852 3,593,971 Property, plant and equipment, net 4,860,875 4,892,737 Right-of-use assets 244,823 411,817 Intangible assets, net 192,409 187,596 Other non-current assets, net 113,631 140,804 Total assets $ 10,394,338 $ 10,555,623 Liabilities Current liabilities Current portion of long-term debt and short-term borrowings $ 7,181,301 $ 7,073,477 Accounts payable 634,700 731,619 Accrued liabilities 844,064 597,776 Current lease liabilities 26,926 72,257 Other current liabilities 239,807 177,809 Total current liabilities 8,926,798 8,652,938 Long-term debt 1,105,839 1,105,442 Non-current lease liabilities 259,827 318,819 Deferred tax liabilities, net 73,936 76,502 Other long-term liabilities 82,974 92,291 Total liabilities 10,449,374 10,245,992 Commitments and contingencies (Note 18) 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 2,856 2,845 Additional paid-in capital 1,779,052 1,776,306 Retained earnings (accumulated deficit) ( 2,050,538 ) ( 1,650,592 ) Accumulated other comprehensive income 88,388 54,088 Total stockholders’ (deficit) equity attributable to NFE ( 180,242 ) 182,647 Non-controlling interest 125,206 126,984 Total stockholders’ (deficit) equity ( 55,036 ) 309,631 Total liabilities and stockholders’ equity $ 10,394,338 $ 10,555,623 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income For the three months ended March 31, 2026 and 2025 (Unaudited, in thousands of U.S. dollars, except share and per share amounts) Three Months Ended March 31, 2026 2025 Revenues 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 Total revenues 226,953 472,282 Operating expenses Cost of sales (exclusive of depreciation and amortization shown separately below) 199,685 302,377 Vessel operating expenses 654 7,176 Operations and maintenance 48,265 54,940 Selling, general and administrative 47,494 51,820 Transaction and integration costs 53,284 11,931 Depreciation and amortization 41,082 56,311 Asset impairment expense 61,864 246 Total operating expenses 452,328 484,801 Operating (loss) income ( 225,375 ) ( 12,519 ) Interest expense 186,880 200,309 Other (income) expense, net ( 43,192 ) ( 63,937 ) Loss on extinguishment of debt, net — 467 (Loss) income before income taxes ( 369,063 ) ( 149,358 ) Tax provision 31,541 26,068 Net (loss) income ( 400,604 ) ( 175,426 ) Net (loss) income attributable to common stockholders $ ( 399,945 ) $ ( 178,182 ) Net (loss) income per share – basic $ ( 1.40 ) $ ( 0.65 ) Net (loss) income per share – diluted $ ( 1.40 ) $ ( 0.65 ) Weighted average number of shares outstanding – basic 285,702,846 273,609,766 Weighted average number of shares outstanding – diluted 285,702,846 273,609,766 Other comprehensive (loss) income: Currency translation adjustment $ 34,330 $ 24,253 Comprehensive (loss) income ( 366,274 ) ( 151,173 ) Comprehensive (income) attributable to non-controlling interest 628 ( 2,879 ) Comprehensive (loss) income attributable to stockholders $ ( 365,646 ) $ ( 154,052 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Changes in Stockholders’ Equity For the three months ended March 31, 2026 and 2025 (Unaudited, in thousands of U.S. dollars, except share amounts) Class A common stock Additional paid-in capital Retained earnings (Accumulated deficit) Accumulated other comprehensive (loss) income Non-controlling Interest Total stockholders’ deficit 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 Net income (loss) — — — ( 399,945 ) — ( 659 ) ( 400,604 ) Other comprehensive income (loss) — — — — 34,299 31 34,330 Share-based compensation expense — — 3,790 — — — 3,790 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 ) 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 ) Series B convertible preferred stock Class A common stock Additional paid-in capital Retained earnings Accumulated other comprehensive income Non- controlling interest Total stockholders’ equity Shares Amount Shares Amount Balance as of December 31, 2024 96,746 $ 90,570 266,459,093 $ 2,664 $ 1,674,312 $ 193,561 $ 7,504 $ 122,660 $ 2,000,701 Net income — — — — — ( 177,634 ) — 2,208 ( 175,426 ) Other comprehensive income — — — — — — 23,582 671 24,253 Share-based compensation expense — — — — ( 229 ) — — — ( 229 ) Class A stock issued, net of issuance costs — — 661,207 7 363 — — — 370 Acquisition of non-controlling interest — — — — ( 1,356 ) — — 534 ( 822 ) Issuance of shares for vested share-based compensation awards — — 31,814 — — — — — — Shares withheld from employees related to share-based compensation, at cost — — ( 13,086 ) — ( 159 ) — — — ( 159 ) Conversion of Series B convertible preferred stock ( 60,000 ) ( 49,969 ) 6,651,511 67 49,898 — — — 49,965 Dividends — 107 — — — ( 548 ) — ( 3,019 ) ( 3,567 ) Balance as of March 31, 2025 36,746 $ 40,708 273,790,539 $ 2,738 $ 1,722,829 $ 15,379 $ 31,086 $ 123,054 $ 1,895,086 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents New Fortress Energy Inc. Condensed Consolidated Statements of Cash Flows For the three months ended March 31, 2026 and 2025 (Unaudited, in thousands of U.S. dollars) Three Months Ended March 31, 2026 2025 Cash flows from operating activities Net loss $ ( 400,604 ) $ ( 175,426 ) Adjustments for: Amortization of deferred financing costs and debt guarantee, net 7,268 31,224 Depreciation and amortization 51,426 66,607 Deferred taxes ( 5,547 ) ( 4,588 ) Share-based compensation 3,790 — Asset impairment expense 61,864 246 (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: Decrease (increase) in receivables 89,168 ( 8,175 ) (Increase) decrease in inventories ( 34,887 ) 7,622 (Increase) decrease in other assets ( 10,968 ) 1,392 Decrease in right-of-use assets 10,367 30,848 Increase in accounts payable/accrued liabilities 65,375 126,963 (Decrease) in lease liabilities ( 8,554 ) ( 42,888 ) 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 ) Other investing activities — 4,555 Net cash used in investing activities ( 43,566 ) ( 250,542 ) Cash flows from financing activities Proceeds from borrowings of debt — 901,733 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 ) Other financing activities ( 3,601 ) ( 3,662 ) Net cash (used in) provided by financing activities ( 11,008 ) 94,615 Impact of changes in foreign exchange rates on cash and cash equivalents 6,415 34,332 Net (decrease) in cash, cash equivalents and restricted cash ( 167,061 ) ( 128,832 ) Cash, cash equivalents and restricted cash – beginning of period 356,942 965,577 Cash, cash equivalents and restricted cash – end of period $ 189,881 $ 836,745 Supplemental disclosure of non-cash investing and financing activities: Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions $ 35,205 $ ( 87,932 ) Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions 238,717 372,361 Principal payments on financing obligation to Energos by third-party charters — ( 9,871 ) 4 Table of Contents 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: Three Months Ended March 31, 2026 2025 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 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents 1. Organization New Fortress Energy Inc. (“NFE”, together with its subsidiaries, the “Company”) , a Delaware corporation, is a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. The Company owns and operates natural gas and liquefied natural gas (“LNG”) infrastructure, ships and logistics assets to rapidly deliver turnkey energy solutions to global markets. The Company has liquefaction, regasification and power generation operations in the United States, Brazil and Mexico. The Company has marine operations with vessels operating under time charters and in the spot market globally. The Company currently conducts its business through two operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflects how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. The Company's CODM is its Chief Executive Officer. 2. 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. 6 Table of Contents • 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; and • 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”). 7 Table of Contents 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; and / or ◦ $ 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); and • 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 8 Table of Contents 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: a. the principal outstanding under the 2026 Notes for each supporting holder of 2026 Notes; b. the principal outstanding under the 2029 Notes for each supporting holder of 2029 Notes; c. the principal outstanding under the Term Loan B Credit Agreement for each supporting lender under the Term Loan B Credit Agreement; d. the principal outstanding under the R-1 Revolving Credit Facility for each supporting lender under the R-1 Revolving Credit Facility; e. 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”); f. 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; and g. 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 9 Table of Contents 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 10 Table of Contents 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. 11 Table of Contents 3. 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 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 preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Actual results could be different from these estimates. 4. Adoption of new and revised standards (a) New and amended standards adopted by the Company: 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: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . These amendments require public business entities to disclose additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied prospectively or retrospectively. The Company is currently reviewing the impact that the adoption of ASU 2024-03 may have on the Company's financial statements and disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) . The amendments remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and specify that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall , are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. The amendments are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments can be applied prospectively, on a modified retrospective basis, or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on the Company’s financial statements and disclosures. In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) . The amendments provide a scope exception to exclude from derivative accounting nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. The amendments are effective for annual periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The amendments can be applied prospectively or on a modified retrospective basis. The Company is currently evaluating the impact that the adoption of ASU 2025-07 may have on the Company’s financial statements and disclosures. 12 Table of Contents 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. 5. Variable Interest Entities 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. SCP determines the results of the structured trading operation and distributes any profits to the partners pro-ratably based on the ownership percentage, and the Company is responsible for any losses incurred in the structured operation. The Company has determined that SCP is a Variable Interest Entity (“VIE”) and consolidates the results of operations of SCP as the Company is the primary beneficiary of the VIE; accordingly, SCP has been presented on a consolidated basis in the accompanying 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. 6. Revenue recognition Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. 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 March 31, 2026 2025 Interest income and other revenue $ 115 $ 11,449 Operation and maintenance revenue 29,453 28,770 Total other revenue $ 29,568 $ 40,219 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 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 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, 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 13 Table of Contents 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 Contract assets, net - non-current 10,000 10,375 Total contract assets, net $ 20,113 $ 32,166 Contract liabilities, net - current $ 14,811 $ 14,133 Contract liabilities, net - non-current 9,375 9,750 Total contract liabilities, net $ 24,186 $ 23,883 Revenue recognized in the year from: 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 $ 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 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 Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts. The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin 14 Table of Contents multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition reflects the minimum guaranteed volumes in each period: Period Revenue Remainder of 2026 $ 377,345 2027 722,971 2028 711,948 2029 701,044 2030 700,394 Thereafter 7,091,170 Total $ 10,304,872 For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606. Under this expedient, the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas or power. As each unit of LNG, natural gas or power represents a separate performance obligation, future volumes are wholly unsatisfied. Lessor arrangements 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 Accumulated depreciation ( 40,574 ) ( 38,661 ) Property, plant and equipment, net $ 113,622 $ 115,535 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, 2026 2025 Operating lease income $ 8,816 $ 40,907 Variable lease income 2,412 4,529 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. 15 Table of Contents 7. Leases, as lessee The Company has oper ating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Company’s leases may include multiple optional renewal periods that are exercisable solely at the Company’s discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use (“ROU”) asset and lease liability. The Company’s leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset. Instead, such payments are accounted for as variable lease cost when the condition that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the LNG vessels during the period. As of 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 Finance right-of-use-assets (1) 16,654 17,022 Total right-of-use assets $ 244,823 $ 411,817 Current lease liabilities: Operating lease liabilities $ 24,987 $ 69,832 Finance lease liabilities 1,939 2,425 Total current lease liabilities $ 26,926 $ 72,257 Non-current lease liabilities: Operating lease liabilities $ 259,114 $ 318,118 Finance lease liabilities 713 701 Total non-current lease liabilities $ 259,827 $ 318,819 (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. 16 Table of Contents 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, 2026 2025 Fixed lease cost $ 9,796 $ 41,645 Variable lease cost ( 238 ) 522 Short-term lease cost 705 943 Lease cost - Cost of sales $ 8,315 $ 38,167 Lease cost - Operations and maintenance 796 3,275 Lease cost - Selling, general and administrative 1,152 1,668 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 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, 2026 2025 Interest expense related to finance leases $ 39 $ 90 Amortization of right-of-use asset related to finance leases 369 375 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 three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Operating cash outflows for operating lease liabilities $ 27,336 $ 56,583 Financing cash outflows for finance lease liabilities 513 1,393 The future payments due under operating and finance leases as of March 31, 2026 are as follows: Operating Leases Financing Leases Due remainder of 2026 $ 54,291 $ 1,988 2027 63,515 89 2028 61,962 89 2029 1,044 89 2030 37,736 89 Thereafter 206,377 674 Total lease payments $ 424,925 $ 3,018 Less: effects of discounting 140,824 366 Present value of lease liabilities $ 284,101 $ 2,652 Current lease liability $ 24,987 $ 1,939 Non-current lease liability 259,114 713 17 Table of Contents 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. 8. Financial instruments Foreign currency risk management During 2024, the Company entered into a series of foreign exchange forward contracts and zero-cost collars to reduce exchange rate risk associated with U.S. dollar borrowings and expected capital expenditures. As of 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 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 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. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties. Embedded contingent interest derivative During 2024, the Company entered into a side letter with lenders in the Term Loan A Credit Agreement, under which the Company's interest on the Term Loan A would increase by 2 % if the lenders demand that the Company pursue a refinancing of the Term Loan A and the Company is not able to successfully refinance as defined in the side letter. 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 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 March 31, 2026 and December 31, 2025. The Company uses the income approach for valuing the contingent consideration derivative liabilities and embedded contingent interest derivative. The contingent consideration derivative liabilities represent consideration due to the sellers in asset acquisitions when certain contingent events occur and are recorded within Other current liabilities and Other long-term liabilities based on the timing of expected settlement. The embedded contingent interest derivative represents incremental interest payments due to the lenders when certain contingent events occur and is recorded within Other current liabilities and Other long-term liabilities based on the timing of expected payments. The fair value of derivative instruments is estimated considering current interest rates, foreign exchange rates, closing quoted market prices and the creditworthiness of counterparties. The Company estimates fair value of the contingent consideration derivative liabilities using a discounted cash flows method with discount rates based on the average yield curve for bonds with similar credit ratings and matching terms to the discount periods as well as a probability of the contingent events occurring. The Company estimates fair value of the embedded contingent interest derivative using a discounted cash flows method with discount rate based on the effective interest rate for the debt host instrument as well as a probability of the contingent events occurring. 18 Table of Contents 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 March 31, 2026 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 10 — 10 Liabilities Contingent consideration derivative liabilities — — 27,500 27,500 Embedded contingent interest derivative — — 671 671 December 31, 2025 Assets Investment in equity securities $ — $ — $ 8,678 $ 8,678 Foreign exchange contracts — 474 — 474 Liabilities Contingent consideration derivative liabilities — — 32,586 32,586 Embedded contingent interest derivative — — 1,970 1,970 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, 2026 2025 Unrealized (gain) loss Contingent consideration derivative liabilities $ ( 5,248 ) $ ( 2,375 ) Embedded contingent interest derivative ( 1,299 ) ( 4,210 ) 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; this investment had been accounted for as an equity method investment . The Company retained an investment in Energos valued at $ 1,000 , which is shown as a Level 3 investment in equity securities in the table above. 19 Table of Contents 9. Restricted cash 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 Collateral for letters of credit and performance bonds 39,211 40,384 Total restricted cash $ 97,492 $ 130,489 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. 10. Inventory 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, bunker fuel, materials, supplies and other 18,053 19,346 Total inventory $ 152,946 $ 119,447 Inventory is adjusted to the lower of cost or net realizable value each quarter. Changes in the value of inventory are recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . No adjustments were recorded during the three months ended March 31, 2026 and 2025. 11. Prepaid expenses and other current assets 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 Recoverable taxes 204,443 163,399 Contract assets (Note 6) 10,113 21,791 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 Total prepaid expenses and other current assets, net $ 445,599 $ 400,347 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. 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 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. 20 Table of Contents 12. Construction in progress 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 $ 3,593,971 Additions 143,012 Asset impairment expense ( 674 ) Impact of currency translation adjustment 96,293 Assets placed in service ( 8,750 ) Construction in progress as of March 31, 2026 $ 3,823,852 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. 13. Property, plant and equipment, net 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 Vessels 974,105 974,105 Terminal and power plant equipment 498,436 480,244 Gas pipelines 291,355 291,355 Power facilities 159,383 159,390 ISO containers and other equipment 35,764 35,750 Land 56,189 56,724 Leasehold improvements 38,254 39,346 Accumulated depreciation ( 457,158 ) ( 408,724 ) Total property, plant and equipment, net $ 4,860,875 $ 4,892,737 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 . 21 Table of Contents 14. Intangible assets 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 Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract $ 162,045 $ ( 18,249 ) $ ( 6,930 ) $ 136,866 17 Permits and development rights 61,894 ( 10,075 ) 2,038 53,857 34 Easements 660 ( 205 ) — 455 30 Indefinite-lived intangible assets Easements 1,191 — 40 1,231 n/a Total intangible assets $ 225,790 $ ( 28,529 ) $ ( 4,852 ) $ 192,409 December 31, 2025 Gross Carrying Amount Accumulated Amortization Currency Translation Adjustment Net Carrying Amount Weighted Average Life Definite-lived intangible assets Acquired capacity reserve contract $ 162,045 $ ( 15,146 ) $ ( 14,908 ) $ 131,991 17 Permits and development rights 61,894 ( 9,572 ) 1,574 53,896 34 Easements 660 ( 198 ) — 462 30 Indefinite-lived intangible assets Easements 1,191 — 56 1,247 n/a Total intangible assets $ 225,790 $ ( 24,916 ) $ ( 13,278 ) $ 187,596 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. The Company is able to fuel this power plant via the LNG marine import terminal, if approved, or using gas provided from the Company’s permitted pipeline interconnection. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, which could preclude the development of this project; however, management continues to assess all options in respect of future developments for the land held. 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. 22 Table of Contents 15. Accrued liabilities 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 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 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. 16. Debt As of March 31, 2026 and December 31, 2025, debt consisted of the following: March 31, 2026 December 31, 2025 Corporate debt Senior Secured Notes, due November 2029 $ 2,726,693 $ 2,726,109 Senior Secured Notes, due September 2026 510,427 510,162 Senior Secured Notes, due March 2029 234,434 234,244 Revolving Facility 660,400 660,400 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 Sale leaseback financing Vessel Financing Obligation, due August 2042 650,094 634,501 Tugboat Financing, due December 2038 45,577 45,642 Asset level financing PortoCem Debentures, due September 2040 910,390 849,115 BNDES Term Loan, due October 2045 383,622 376,923 Brazil Financing Notes, due August 2029 401,070 385,808 Turbine Financing, due July 2027 133,068 133,687 EB-5 Loan, due July 2028 99,090 99,000 Total debt $ 8,287,140 $ 8,178,919 Current portion of long-term debt $ 7,181,301 $ 7,073,477 Long-term debt 1,105,839 1,105,442 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- 23 Table of Contents 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. EB-5 Loan Agreement 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 months ended March 31, 2026 and 2025 consisted of the following: 24 Table of Contents Three Months Ended March 31, 2026 2025 Interest per contractual rates $ 234,572 $ 217,414 Interest expense on Vessel Financing Obligation 27,879 45,240 Amortization of debt issuance costs, premiums and discounts 14,429 36,151 Interest expense incurred on finance lease obligations 39 90 Total interest costs $ 276,919 $ 298,895 Capitalized interest 90,039 98,586 Total interest expense $ 186,880 $ 200,309 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. 17. Income Taxes 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. 18. Commitments and contingencies The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company will recognize a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a material loss may be incurred. The Company is currently focusing on managing its working capital and liquidity, which has resulted in delays in making payments to certain vendors. While the amounts due to these vendors are recorded on the Condensed Consolidated Balance Sheets, potential legal actions against the Company 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 $ 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 25 Table of Contents $ 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 375,700 (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 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. Under its prior ownership, the project was designed for a different location and had executed a CUST, a transmission system usage agreement that establishes rights and obligations for grid connection. As part of the acquisition, the Company redesigned the project to be implemented in Barcarena, Pará, where it could be integrated with the Company’s LNG import and power infrastructure. In 2024, PortoCem submitted a request—approximately two years before the applicable milestones—to relocate the originally approved transmission connection point, and the Brazilian power regulator, ANEEL, subsequently approved this relocation. The change produced no impact on the tariff paid by consumers for transmission use. In 2024, despite having approved the new connection point, ANEEL informed PortoCem that certain obligations tied to the original connection point had not been fulfilled and that a penalty of approximately BRL 610,000 ($ 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 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, 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 26 Table of Contents 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. 19. Earnings per share Three Months Ended March 31, 2026 2025 Basic Numerator: Net (loss) income $ ( 400,604 ) $ ( 175,426 ) Net loss (income) attributable to non-controlling interests 659 ( 2,208 ) Convertible preferred stock dividend — ( 548 ) Net income attributable to Class A common stock $ ( 399,945 ) $ ( 178,182 ) Denominator: Weighted-average shares - basic 285,702,846 273,609,766 Net income per share - basic $ ( 1.40 ) $ ( 0.65 ) Diluted Numerator: Net (loss) income $ ( 400,604 ) ( 175,426 ) Net loss (income) attributable to non-controlling interests 659 ( 2,208 ) Convertible preferred stock dividend — ( 548 ) Net income attributable to Class A common stock $ ( 399,945 ) $ ( 178,182 ) Denominator: Weighted-average shares - diluted 285,702,846 273,609,766 Net income per share - diluted $ ( 1.40 ) $ ( 0.65 ) 27 Table of Contents 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. March 31, 2026 March 31, 2025 Series B convertible preferred stock (1) — 36,746 Equity Agreement shares (2) 26,507,595 1,877,625 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. 20. Share-based compensation 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. 21. Related party transactions Management services Messrs. Edens, chie f executive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (“Fortress”). In the ordinary course of business, 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 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 $ 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 The Company provides certain administrative services to related parties including entities affiliated with Fortress. No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred. The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended 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 28 Table of Contents 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. Land leases 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 $ 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 2018, the Company entered into a consulting arrangement with DevTech Environment Limited (“DevTech”) to provide business development services to increase the customer base of the Company. DevTech also contributed cash consideration in exchange for a 10 % interest in a consolidated subsidiary. The 10 % interest was reflected as non-controlling interest in the Company’s condensed consolidated financial statements. In March 2025, the Company entered into an agreement to acquire DevTech's 10 % non-controlling interest, and concurrently, terminated the consulting arrangement. A cash payment of $ 950 was made to DevTech, of which $ 822 was 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. 22. Segments As of March 31, 2026, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: • Terminals and Infrastructure includes the Company’s vertically integrated gas to power solutions, spanning the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. Vessels that are utilized in the Company’s terminal, logistics or sub-charter operations are included in this segment. • Ships includes 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. Segment Operating Margin is defined as the segment’s revenue less cost of sales less operations and maintenance less vessel operating expenses, excluding unrealized gains or losses to financial instruments recognized at fair value. The CODM includes deferred earnings from contracted sales for which a prepayment was received in the segment measure. The CODM considers Segment Operating Margin to be the appropriate metric to evaluate and compare the ongoing operating performance of the Company’s segments on a consistent basis across reporting periods as it eliminates the effect of items which management does not believe are indicative of each segment’s operating performance. 29 Table of Contents 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 Infrastructure Ships Total Segment Consolidation and Other Consolidated Statement of operations: Total revenues $ 219,681 $ 7,272 $ 226,953 $ — $ 226,953 Less (1) : Cost of sales (3) 199,685 — 199,685 — 199,685 Vessel operating expenses 654 — 654 — 654 Operations and maintenance 48,265 — 48,265 — 48,265 Segment Operating Margin $ ( 28,923 ) $ 7,272 $ ( 21,651 ) $ — $ ( 21,651 ) Balance sheet: Total assets $ 10,308,215 $ 86,123 $ 10,394,338 $ — $ 10,394,338 Other segmental financial information: Capital expenditures (2) $ 143,103 $ — $ 143,103 $ — $ 143,103 Three Months Ended March 31, 2025 (in thousands of $) Terminals and Infrastructure Ships Total Segment Consolidation and Other Consolidated Statement of operations: Total revenues $ 433,673 $ 38,609 $ 472,282 $ — $ 472,282 Less (1) : Cost of sales (3) 302,377 — 302,377 — 302,377 Vessel operating expenses — 7,176 7,176 — 7,176 Operations and maintenance 54,940 — 54,940 — 54,940 Segment Operating Margin $ 76,356 $ 31,433 $ 107,789 $ — $ 107,789 Balance sheet: Total assets $ 12,528,205 $ 554,186 $ 13,082,391 $ — $ 13,082,391 Other segmental financial information: Capital expenditures (2) $ 324,138 $ — $ 324,138 $ — $ 324,138 (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (2) Capital expenditures includes amounts capitalized to construction in progress and additions to property, plant and equipment during the period. (3) Cost of sales is presented exclusive of costs included in Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income . 30 Table of Contents 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 March 31, (in thousands of $) 2026 2025 Net income $ ( 400,604 ) $ ( 175,426 ) Add: Selling, general and administrative 47,494 51,820 Transaction and integration costs 53,284 11,931 Depreciation and amortization 41,082 56,311 Asset impairment expense 61,864 246 Interest expense 186,880 200,309 Other (income) expense, net ( 43,192 ) ( 63,937 ) Loss on extinguishment of debt, net — 467 Tax provision 31,541 26,068 Consolidated Segment Operating Margin $ ( 21,651 ) $ 107,789 23. Subsequent events 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 31 Table of Contents 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. 32 Table of Contents