What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-14 · 317 added, 240 removed, 681 unchanged (45% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

As of March 31, 2026 and December 31, 2025

As of June 30, 2026 and December 31, 2025

(Unaudited, in thousands of U.S.

dollars, except share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets

26 unchanged sentences

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;

Class A common stock, $ 0.01 par value, 750 million shares authorized, 285.6 million issued and outstanding as of June 30, 2026;

284.6 million issued and outstanding as of December 31, 2025

5 unchanged sentences

Total stockholders’ (deficit) equity ( 432,438 ) 309,631

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

Total liabilities and stockholders’ (deficit) equity $ 10,728,820 $ 10,555,623

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income

For the three months ended March 31, 2026 and 2025

For the three and six months ended June 30, 2026 and 2025

(Unaudited, in thousands of U.S.

dollars, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating revenue $ 272,436 $ 228,088 $ 457,650 $ 612,969

10 unchanged sentences

Depreciation and amortization 45,590 52,870 86,672 109,181

Goodwill impairment expense — 582,172 — 582,172

Asset impairment expense — 122,883 61,864 123,129

Loss (Gain) on sale 404 ( 470,994 ) 258 ( 470,994 )

Total operating expenses 461,220 692,477 913,548 1,177,278

2 unchanged sentences

Other (income) expense, net 1,236 ( 59,024 ) ( 41,956 ) ( 122,961 )

Loss on extinguishment of debt, net — 467

Loss on extinguishment of debt 4,293 20,320 4,293 20,787

(Loss) income before income taxes ( 380,919 ) ( 536,062 ) ( 749,982 ) ( 685,420 )

Tax provision 31,541 26,068

Tax (benefit) provision ( 7,964 ) 10,400 23,577 36,468

Net (loss) income ( 372,955 ) ( 546,462 ) ( 773,559 ) ( 721,888 )

7 unchanged sentences

Comprehensive (loss) income ( 369,776 ) ( 516,542 ) ( 736,050 ) ( 667,715 )

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

Comprehensive (income) loss attributable to non-controlling interest 2,130 616 2,758 ( 2,263 )

Comprehensive (loss) income attributable to stockholders $ ( 367,646 ) $ ( 515,926 ) $ ( 733,292 ) $ ( 669,978 )

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended March 31, 2026 and 2025

For the three and six months ended June 30, 2026 and 2025

(Unaudited, in thousands of U.S.

16 unchanged sentences

Balance as of March 31, 2026 285,634,650 $ 2,856 $ 1,779,052 $ ( 2,050,537 ) $ 88,387 $ 125,206 $ ( 55,036 )

Net income (loss) — — — ( 371,441 ) — ( 1,514 ) ( 372,955 )

Other comprehensive income (loss) — — — — 3,795 ( 616 ) 3,179

Share-based compensation expense — — 5,022 — — — 5,022

Settlement of vested share-based compensation awards — — ( 10,784 ) — — — ( 10,784 )

Dividends — — — — — ( 1,864 ) ( 1,864 )

Balance as of June 30, 2026 285,634,650 $ 2,856 $ 1,773,290 $ ( 2,421,978 ) $ 92,182 $ 121,212 $ ( 432,438 )

Series B convertible preferred stock Class A common stock Additional

15 unchanged sentences

Balance as of March 31, 2025 36,746 $ 40,708 273,790,539 $ 2,738 $ 1,722,829 $ 15,379 $ 31,086 $ 123,054 $ 1,895,086

Net income — — — — — ( 544,266 ) — ( 2,196 ) ( 546,462 )

Other comprehensive income — — — — — — 28,340 1,580 29,920

Share-based compensation expense — — — — 5,250 — — — 5,250

Issuance of shares for vested share-based compensation awards — — 720,642 7 — — — — 7

Shares withheld from employees related to share-based compensation, at cost — — ( 309,718 ) ( 3 ) ( 1,648 ) — — — ( 1,651 )

Dividends — 446 — — ( 446 ) — — — ( 446 )

Balance as of June 30, 2025 36,746 $ 41,154 274,201,463 $ 2,742 $ 1,725,985 $ ( 528,887 ) $ 59,426 $ 122,438 $ 1,381,704

The accompanying notes are an integral part of these condensed consolidated financial statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three months ended March 31, 2026 and 2025

For the six months ended June 30, 2026 and 2025

(Unaudited, in thousands of U.S.

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

6 unchanged sentences

Asset impairment expense 61,864 123,129

Goodwill impairment expense — 582,172

(Gain) loss on sale 258 ( 470,994 )

Loss on extinguishment of debt 4,293 20,787

(Earnings) recognized from vessels chartered to third parties transferred to Energos ( 3,652 ) ( 23,329 )

1 unchanged sentence

Changes in operating assets and liabilities:

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

(Increase) decrease in receivables 145,653 ( 16,317 )

(Increase) decrease in inventories ( 1,723 ) 6,112

(Increase) decrease in other assets ( 70,052 ) ( 37,370 )

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 )

(Increase) decrease in right-of-use assets 33,405 32,772

Increase (decrease) in accounts payable/accrued liabilities 134,486 101,753

Increase (decrease) in lease liabilities ( 27,776 ) ( 39,857 )

Increase (decrease) in other liabilities 80,737 ( 66,440 )

Net cash provided by (used in) operating activities ( 278,241 ) ( 336,191 )

Cash flows from investing activities

Capital expenditures ( 83,848 ) ( 501,730 )

Sale of Jamaica business — 949,456

Other investing activities — 4,791

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

Net cash provided by (used in) investing activities ( 83,848 ) 452,517

Cash flows from financing activities

Proceeds from borrowings of debt 1,201,276 1,316,864

Repayment of debt ( 674,194 ) ( 1,390,187 )

Payments made for capital expenditures paid beyond customary vendor payment terms ( 16,114 ) ( 199,033 )

Payment of deferred financing costs ( 6,443 ) ( 27,774 )

Repayment of debt ( 906 ) ( 664,062 )

Payment of dividends — ( 3,014 )

Other financing activities ( 7,132 ) ( 6,317 )

Net cash (used in) provided by financing activities ( 11,008 ) 94,615

Net cash provided by (used in) financing activities 497,393 ( 309,461 )

Impact of changes in foreign exchange rates on cash and cash equivalents 7,901 48,965

Net (decrease) in cash, cash equivalents and restricted cash ( 167,061 ) ( 128,832 )

Net increase (decrease) in cash, cash equivalents and restricted cash 143,205 ( 144,170 )

Cash, cash equivalents and restricted cash – beginning of period 356,942 965,577

3 unchanged sentences

Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions 239,098 272,194

Proceeds held in escrow — 98,635

Principal payments on financing obligation to Energos by third-party charters — ( 17,027 )

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,

Six Months Ended June 30,

Cash and cash equivalents $ 161,191 $ 551,109

Restricted cash 338,956 270,298

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

Cash, cash equivalents and restricted cash – end of period $ 500,147 $ 821,407

14 unchanged sentences

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.

• 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 (as defined in the Company's Annual Form 10-K) on November 17, 2025, and subsequent interest payments due to these lenders have not been paid.

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.

1 unchanged sentence

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.

• The Company did not make the interest payment of $ 30,644 due under the Term Loan B Credit Agreement (as defined in the Company's Annual Form 10-K) 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.

2 unchanged sentences

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

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

• The Company did not make the interest payment of $ 1,647 due under the Term Loan A Credit Agreement (as defined in the Company's Annual Form 10-K) 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.

1 unchanged sentence

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.

• The Company did not make any interest payments under the Revolving Facility (as defined in the Company's Annual Form 10-K), 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.

The RF Forbearance Agreement was initially in effect through January 23, 2026, and the Company continues to have forbearance for defaults covered by the RF 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 (as defined in the Company's Annual Form 10-K) 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.

• The Company did not make the interest payment of $ 16,604 due to the holders of the 2026 Notes (as defined in the Company's Annual Form 10-K) 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.

14 unchanged sentences

◦ 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” );

◦ approximately (i) $ 571,300 in senior secured term loans and, solely to the extent necessary, if at all, to meet the consolidated minimum liquidity threshold ($100,000) (the "Minimum Liquidity Threshold") on the closing date of the Restructuring Transaction, up to $35,000 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 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 initial 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;

5 unchanged sentences

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

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

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

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

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

• If required in order to meet the Minimum Liquidity Threshold on the closing date of the Restructuring Transaction, the Company will offer to all eligible creditors the opportunity to participate in a capital raise, pursuant to which the Company would raise up to $ 35,000 in aggregate principal amount of additional New CoreCo Term Loans (the "Senior Capital Raise Term Loans") and, to the extent the 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 Minimum Liquidity Threshold would be met (the "Capital Raise Junior Term Loans").

Upon the consummation of the Restructuring Transaction, 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 consistent with the terms and conditions of the RSA, an early consent fee (the “Early Consent Fee”) in an amount equal to 0.75 % of the principal amount of such Supporting Creditors’ pro rata claim in:

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

5 unchanged sentences

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).

3 unchanged sentences

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

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

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

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

8 unchanged sentences

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.

If necessary, the cash proceeds of up to $ 35,000 of additional New CoreCo Term Loans will be used to satisfy the Minimum Liquidity Threshold required by the RSA and, to the extent the 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 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.

4 unchanged sentences

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.

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 initial 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.

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

The Restructuring Plans

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 Company expects to complete the Restructuring Transaction through restructuring plans promoted by each of two indirect subsidiaries of the Company, (i) NFE Global Holdings Limited (“NFE Global”) and (ii) NFE Brazil Newco Limited (“NFE Brazil Newco”) (each, a “PlanCo”) under Part 26A of the UK Companies Act 2006 (for each PlanCo, the “Restructuring Plan”, and together, the “Restructuring Plans”) and sanctioned by the High Court of Justice in England (the “UK High Court”).

NFE Global proposed a Restructuring Plan (the “CoreCo Plan”) that will comprise 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 proposed a Restructuring Plan (the “BrazilCo Plan”) that will comprise the debt under the New 2029 Notes.

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.

however, neither the Company nor any of its subsidiaries other than the PlanCos were 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.

On June 18, 2026, the UK High Court approved and granted an order sanctioning the Restructuring Plans.

On June 26, 2026, a hearing was held before the United States Bankruptcy Court of the Southern District of New York, which confirmed the recognition of the Restructuring Plans in the United States under chapter 15 of the U.S.

Bankruptcy Code.

The Company continues to work with the Supporting Creditors to finalize the terms and complete 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 parties’ obligations to consummate the Restructuring Transaction are subject to the satisfaction of certain conditions, including receipt of required regulatory and third-party consents and approvals, and satisfaction of certain process “milestones”.

The Restructuring Transaction is expected to close during the third quarter of 2026, upon satisfaction of the remaining conditions.

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;

The Company has received approval on all proposals in connection with the Restructuring Transaction from 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.

and an amendment to the Certificate of Incorporation to authorize a reverse stock split at a ratio of 1-for-50.

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.

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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 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.

16 unchanged sentences

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.

For the three and six months ended June 30, 2026, the Company recognized a loss of $ 4,536 and $ 8,518 , respectively, which was recorded within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

As of June 30, 2026 and December 31, 2025 , the Condensed Consolidated Balance Sheets includes a receivable, net of $ 27,253 and $ 56,632 from the energy trader, respectively.

Revenue recognition

Operating revenue in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Company’s natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos.

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 .

LNG cargo sales for the three and six months ended June 30, 2026 were $ 24,615 and $ 68,541 , respectively.

LNG cargo sales for the three and six months ended June 30, 2025 were $ 24,304 and $ 207,035 , respectively.

The table below summarizes the activity in Other revenue:

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Interest income and other revenue $ 69 $ — $ 184 $ 11,449

3 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, receivables related to revenue from contracts with customers totaled $ 244,763 and $ 388,683 , respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ 17,385 and $ 17,424 , respectively.

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

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

The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related performance obligations.

The contract assets and contract liabilities balances as of June 30, 2026 and December 31, 2025 are detailed below:

June 30, 2026 December 31, 2025

Contract assets, net - current $ 19,849 $ 21,791

6 unchanged sentences

Amounts included in contract liabilities at the beginning of the year $ 3,001 $ 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.

Contract assets are presented net of expected credit losses of $ 188 and $ 297 as of June 30, 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.

Capitalized costs to fulfill contracts with customers are included within Prepaid expenses and other current assets, net (current portion) and Other non-current assets, net (non-current portion) in the Condensed Consolidated Balance Sheets .

The following table summarizes the capitalized costs to fulfill contracts with customers as of June 30, 2026 and December 31, 2025 :

June 30, 2026 December 31, 2025

Capitalized costs to fulfill contracts with customers - current $ 1,602 1,602

Capitalized costs to fulfill contracts with customers - non-current $ 9,624 10,425

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 ).

For the three and six months ended June 30, 2026, the Company recognized $ 1,275 and $ 2,218 of contract novation income, respectively.

For the three and six months ended June 30, 2025 , the Company recognized $ 1,693 and $ 3,439 of contract novation income, respectively.

Contract novation income 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

3 unchanged sentences

The price under these agreements is typically based on a market index plus a fixed margin.

The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin

multiplied by the outstanding minimum guaranteed volumes.

The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes.

The Company expects to recognize this revenue over the following time periods.

11 unchanged sentences

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

Vessels that are accounted for as a failed sale leaseback as of June 30, 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:

June 30, 2026 December 31, 2025

Property, plant and equipment $ 137,562 $ 154,196

1 unchanged sentence

Property, plant and equipment, net $ 98,385 $ 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,

The components of lease income from vessel operating leases for the three and six months ended June 30, 2026 and 2025 are shown below, inclusive of vessels accounted for as a failed sale leaseback.

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Operating lease income $ 15,015 $ 44,231 $ 23,831 $ 85,138

2 unchanged sentences

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.

As such, future cash receipts from both operating and finance leases were not significant as of June 30, 2026 and 2025.

Leases, as lessee

7 unchanged sentences

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

As of June 30, 2026 and December 31, 2025, ROU assets, current lease liabilities and non-current lease liabilities consisted of th e following:

June 30, 2026 December 31, 2025

Operating right-of-use-assets $ 198,071 $ 394,795

10 unchanged sentences

Total non-current lease liabilities $ 172,277 $ 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.

(1) Finance lease ROU assets are recorded net of accumulated amortization of $ 3,119 and $ 4,860 as of June 30, 2026 and December 31, 2025.

During the six months ended June 30, 2026, the owner of a vessel under an operating lease repossessed the vessel after the Company failed to make certain lease payments.

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

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

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

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

Three Months Ended March 31,

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

For the three and six months ended June 30, 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Fixed lease cost $ 3,577 $ 35,284 $ 13,373 $ 76,929

4 unchanged sentences

Lease cost - Selling, general and administrative 1,322 852 2,474 2,521

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

For the three months ended June 30, 2026 and 2025, the Company has capitalized $ 5,962 and $ 2,479 of lease costs, respectively.

For the six months ended June 30, 2026 and 2025, the Company has capitalized $ 17,847 and $ 7,137 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.

1 unchanged sentence

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,

For the three and six months ended June 30, 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 June 30, Six Months Ended June 30,

2026 2025 2026 2025

Interest expense related to finance leases $ 25 $ 77 $ 64 $ 167

1 unchanged sentence

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,

Supplemental cash flow information related to leases was as follows for the six months ended June 30, 2026 and 2025:

Six Months Ended June 30,

Operating cash outflows for operating lease liabilities $ 3,999 $ 92,318

Financing cash outflows for finance lease liabilities 210 1,994

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

Right-of-use assets obtained in exchange for new operating lease liabilities 841 —

The future payments due under operating and finance leases as of June 30, 2026 are as follows:

Operating Leases Financing Leases

11 unchanged sentences

Non-current lease liability 171,642 635

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 .

As of June 30, 2026, the weighted average remaining lease term for operating leases was 8.8 years and finance leases was 7.3 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.

The weighted average discount rate associated with operating leases as of June 30, 2026 and December 31, 2025 was 13.2 % and 9.7 %, respectively.

The weighted average discount rate associated with finance leases as of June 30, 2026 and December 31, 2025 was 6.0 % and 5.5 %, respectively.

Financial instruments

2 unchanged sentences

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 .

As of June 30, 2026 and December 31, 2025 , t he notional amount of outstanding foreign exchange contracts was approximately $ 8,600 and $ 12,900 , respectively.

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,

The amount of loss recognized in Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income for the three and six months ended June 30, 2026 and 2025 is as follows:

Three Months Ended June 30, Six Months Ended June 30,

Financial instrument 2026 2025 2026 2025

8 unchanged sentences

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 .

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.

to the fair value of this derivative are recognized within Interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

The Company uses the income approach for valuing the contingent consideration derivative liabilities and embedded contingent interest derivative.

4 unchanged sentences

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

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

The followi ng table presents the Company’s financial assets and financial liabilities, including those that are measured at fair value, as of June 30, 2026 and December 31, 2025:

Level 1 Level 2 Level 3 Total

March 31, 2026

June 30, 2026

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

1 unchanged sentence

Contingent consideration derivative liabilities — — 39,308 39,308

Embedded contingent interest derivative — — 671 671

December 31, 2025

3 unchanged sentences

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,

The Company belie ves the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of June 30, 2026 and December 31, 2025 and are classified as Level 1 within the fair value hierarchy.

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

The loss (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 and six months ended June 30, 2026 and 2025 and are shown below:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Unrealized (gain) loss

1 unchanged sentence

Embedded contingent interest derivative ( 671 ) ( 1,597 ) ( 1,970 ) 2,126

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 three and six months ended June 30, 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;

2 unchanged sentences

Restricted cash

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

March 31, 2026 December 31, 2025

As of June 30, 2026 and December 31, 2025, restricted cash consisted of the following:

June 30, 2026 December 31, 2025

Cash restricted under the terms of loan agreements $ 299,634 $ 90,105

1 unchanged sentence

Total restricted cash $ 338,956 $ 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.

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

March 31, 2026 December 31, 2025

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

In addition, cash proceeds from the New Brazil Notes (as defined in Note 16 ) are restricted for certain uses as described in the indenture.

As of June 30, 2026 and December 31, 2025, inventory consisted of the following:

June 30, 2026 December 31, 2025

LNG and natural gas inventory $ 104,923 $ 100,101

3 unchanged sentences

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.

No adjustments were recorded during the three and six months ended June 30, 2026 and 2025.

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

As of June 30, 2026 and December 31, 2025, prepaid expenses and other current assets consisted of the following:

June 30, 2026 December 31, 2025

Prepaid expenses $ 42,346 $ 24,245

Proceeds held in escrow 40,927 41,000

Recoverable taxes 231,521 163,399

1 unchanged sentence

19,849 21,791

Proceeds held in escrow 41,000 41,000

Short-term receivable 92,016 65,921

3 unchanged sentences

Total prepaid expenses and other current assets, net $ 512,557 $ 400,347

Proceeds held in escrow primarily consisted of amounts related to the sale of the Jamaica business of $ 40,927 and $ 41,000 as of June 30, 2026 and December 31, 2025, respectively.

In the fourth quarter of 2024, the Company novated an LNG supply contract to a customer.

2 unchanged sentences

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.

The balance has been presented as short-term receivable and long-term receivable 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.

The remaining balance of other cu rrent assets as of June 30, 2026 and December 31, 2025 primarily consists of deposits.

Construction in progress

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

March 31, 2026

The Company’s construction in progress activity during the six months ended June 30, 2026 is detailed below:

June 30, 2026

Construction in progress as of December 31, 2025

3 unchanged sentences

Assets placed in service ( 454,922 )

Construction in progress as of March 31, 2026

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

Construction in progress as of June 30, 2026

Interest expense of $ 157,509 and $ 137,611 , inclusive of amortized debt issuance costs, was capitalized for the six months ended June 30, 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 .

Construction in progress relating to BrazilCo was $ 1,775,372 and $ 1,770,782 as of June 30, 2026 and December 31, 2025 , respectively .

The successful completion of these development projects is subject to various risks, such as obtaining government approvals, identifying suitable sites, securing financing and permitting, and ensuring contract compliance .

Property, plant and equipment, net

As of 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

As of June 30, 2026 and December 31, 2025, the Company’s property, plant and equipment, net consisted of the following:

June 30, 2026 December 31, 2025

LNG liquefaction facilities $ 3,268,547 $ 3,264,547

8 unchanged sentences

Total property, plant and equipment, net $ 5,253,168 $ 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 .

Depreciation expense for the three months ended June 30, 2026 and 2025 totaled $ 53,241 and $ 56,431 , respectively, of which $ 10,852 and $ 8,314 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

Depreciation expense for the six months ended June 30, 2026 and 2025

totaled $ 101,506 and $ 119,301 , respectively, of which $ 21,195 and $ 18,715 , respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

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, cancels and terminates the Company's forward starting charter agreement for Nusantara Regas Satu .

The Energos RSA will become effective upon completion of the Restructuring Transaction.

This transaction will result in the sale of Nusantara Regas Satu that has been accounted for as a failed sale leaseback.

Upon closing of the transaction, we expect to derecognize Nusantara Regas Satu from Property, plant and equipment, net, derecognize the related financing obligation, and recognize a non-cash loss of approximately $ 40,000 as the carrying amount of the vessel exceeds the financing obligation balance.

Intangible assets

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

March 31, 2026

The following tables summarize the composition of intangible assets as of June 30, 2026 and December 31, 2025:

June 30, 2026

Gross Carrying

25 unchanged sentences

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.

Amortization expense for the three months ended June 30, 2026 and 2025 was $ 2,893 and $ 4,379 , respectively.

Amortization expense for the six months ended June 30, 2026 and 2025 was $ 5,685 and $ 7,741 , respectively.

Amortization expense was 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.

2 unchanged sentences

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.

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.

1 unchanged sentence

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.

As of June 30, 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 $ 35,732 and $ 37,288 , respectively.

Accrued liabilities

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

March 31, 2026 December 31, 2025

As of June 30, 2026 and December 31, 2025, Accrued liabilities consisted of the following:

June 30, 2026 December 31, 2025

Accrued interest $ 784,351 $ 404,389

4 unchanged sentences

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.

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 June 30, 2026.

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

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

March 31, 2026 December 31, 2025

As of June 30, 2026 and December 31, 2025, debt consisted of the following:

June 30, 2026 December 31, 2025

Corporate debt

9 unchanged sentences

Tugboat Financing, due December 2038 45,577 45,642

Turbine Financing Obligation, due July 2036 273,884 —

Asset level financing

1 unchanged sentence

BNDES Term Loan, due October 2045 380,154 376,923

New Brazil Notes, due November 2029 876,114 —

Brazil Financing Notes, due August 2029 — 385,808

5 unchanged sentences

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

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

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

compliance with covenant requirements as described in Note 2.

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

The fair value of the Company's long-term debt was $ 5,886,680 and $ 4,382,841 as of June 30, 2026 and December 31, 2025, respectively, and is classified as Level 2 within the fair value hierarchy.

As of June 30, 2026 and December 31, 2025 , the outstanding debt balances under the New 2029 Notes, Term Loan B, Term Loan A, and Revolving Facility were classified as current, primarily due to the existing events of default and/or non-compliance with covenant requirements as described in Note 2.

In addition, the outstanding balances of the 2026 Notes, 2029 Notes, 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.

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) by June 24, 2026, after the 45 -day cure period.

Additionally, other non-financial requirements due on April 30, 2026 were not met, including certain financial ratio and certification requirements.

On July 17, 2026, the debenture holders unanimously waived their ability to declare an early maturity event through March 31, 2027 and January 30, 2027, respectively, due to the Company's credit rating downgrades and the Company's non-compliance with other non-financial requirements, in exchange for the Company's contribution of $ 70,000 into the

PortoCem power plant project by August 21, 2026 as well as an additional supplementary guarantee of $ 59,100 by January 30, 2027.

The outstanding principal balance of the PortoCem Debentures remains presented as a current liability as of June 30, 2026, given the conditional nature of the waivers obtained and the remaining conditions to be satisfied.

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.

Turbine Financing Obligation, due July 2036

In April 2026, the Company completed a transaction with Macquarie Energy LLC (“Macquarie”), pursuant to which ownership of nine turbines were transferred to Macquarie in exchange for approximately $ 265,883 in cash.

Concurrently, the Company entered into a lease agreement to lease back the same turbines under a 10 -year lease term with a commencement date of July 1, 2026.

These turbines were subject to the forward starting lease with the Company, which prevents recognition of the sale of these turbines, and therefore these turbines continued to be recognized on the Consolidated Balance Sheets as Construction in progress, and the proceeds were recognized as a financing obligation within Debt.

The Company used the proceeds to repay existing debt obligations, specifically the Turbine Financing due July 2027 and the Short-Term Borrowings (both as defined in the Company's Annual Form 10-K), and to provide additional liquidity .

The repayment of the Turbine Financing due July 2027 and the Short-Term Borrowings was accounted for as an extinguishment of debt and the Company recorded a debt extinguishment loss of $ 3,713 .

The lease subsequently commenced on July 1, 2026 and the Company has preliminarily determined that the lease will be classified as an operating lease effective July 1, 2026, which is expected to effectuate the sale of these turbines.

As a result, during the quarter ending September 30, 2026, the Company expects that the turbine assets will be derecognized as well as the associated financing obligation, with any resulting gain or loss recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income .

Concurrently, the Company expects to record a ROU asset and lease liability for the lease commencing on July 1, 2026.

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 full amount was drawn on April 14, 2026 (the “Brazil Bridge Term Loan”) .

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

Additionally, the Company incurred a 2.0 % lender fee that was paid in kind, which was recorded as a debt discount and is amortized over the term of the loan using the effective interest method.

The Brazil Bridge Term Loan, including accrued and unpaid interest, was repaid in full on June 22, 2026, with the proceeds from the issuance of the New Brazil Notes (as defined below).

New Brazil Notes

On June 19, 2026, NFE Brazil Financing Limited, an indirect subsidiary of NFE, issued $ 973,500 aggregate principal amount of Senior Secured Notes due 2029 (the “ New Brazil Notes ”), including 10 % of commitment fees paid in kind, which was recorded as a discount.

The notes bear interest at a rate of 12.0 % per annum, payable in kind semi-annually beginning on November 15, 2026 and mature on November 15, 2029.

A portion of the proceeds from the issuance of the New Brazil Notes of $ 477,087 was used to repay the Brazil Bridge Term Loan (as defined above) and the Brazil Financing Notes (as defined in the Company's Annual Form 10-K), including any accrued and unpaid interest and interest paid-in-kind.

As of June 30, 2026, $ 245,778 of proceeds are held in escrow and restricted for certain uses as described in the indenture, which is presented in Restricted cash on the Condensed Consolidated Balance Sheet.

The repayment of the Brazil Bridge Term Loan and the Brazil Financing Notes was evaluated on a creditor-by-creditor basis to determine whether the transaction should be accounted for as a modification or extinguishment of debt.

As a result of this evaluation, the repayment of the Brazil Bridge Term Loan was determined to be an extinguishment of debt and, therefore, the Company recorded a debt extinguishment loss of $ 580 to write off the unamortized discount and unamortized issuance costs.

The repayment of the Brazil Financing Notes was treated as a modification, and fees and amortized issuance costs amounting to $ 9,325 that were attributed to the lender that participated in both the Brazil Financing Notes and the New Brazil Notes will be amortized over the term of the New Brazil Notes.

Upon completion of the Restructuring Transaction contemplated under the RSA, NFE will no longer own BrazilCo, and the liabilities of BrazilCo, including the New Brazil Notes 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:

Three Months Ended March 31,

Interest expense, net of amounts capitalized, recognized for the three and six months ended June 30, 2026 and 2025 consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Interest per contractual rates $ 250,474 $ 213,564 $ 485,046 $ 430,978

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Total interest expense $ 226,672 $ 186,389 $ 413,552 $ 386,698

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

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

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

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

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

Interest expense on the Vessel Financing Obligation includes non-cash expense of $ 24,230 and $ 47,094 for the three and six months ended June 30, 2026, respectively, and $ 21,065 and $ 43,244 for the three and six months ended June 30, 2025 , respectively, related to payments received by Energos from third-party charterers.

The effective tax rate for the three months ended June 30, 2026 was 2.1 % compared to ( 1.9 )% for the three months ended June 30, 2025.

The total ta x benefit for the three months ended June 30, 2026 was $ ( 7,964 ) compared to a provision of $ 10,400 for the three months ended June 30, 2025.

The effective tax rate for the six months ended June 30, 2026 was ( 3.1 )% compared to ( 5.3 )% for the six months ended June 30, 2025.

The total ta x provision for the six months ended June 30, 2026 was $ 23,577 compared to a provision of 36,468 for the six months ended June 30, 2025.

The Company recognized a tax provision on pre-tax losses for the six months ended June 30, 2026, principally due to an impact from the valuation allowance, projected pretax earnings in certain foreign operations as well as expected taxes to be incurred under the Organization for Economic Cooperation and Development's Pillar Two framework.

Commitments and contingencies

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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’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.

The Company has accrued for the probable loss as of June 30, 2026.

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

The lessor subsequently initiated arbitration proceedings claiming damages of approximately

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

The lessor subsequently initiated arbitration proceedings claiming damages of approximately $ 85,000 for loss of charter payments for the remaining charter period.

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

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

The range of probable losses does not exceed the lease liability balance recorded for this vessel as of June 30, 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).

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 $ 72,600 using exchange rates as of June 30, 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.

The Company has not accrued any probable losses as of June 30, 2026.

In addition, Alunorte and Celba – Centrais Eléctricas Barcarena S.A.

("Celba") have been engaged in long-standing discussions since mid-2025 regarding certain amendments to the terms of the Gas Supply Agreement dated December 10, 2021.

In the midst of these ongoing commercial negotiations, on July 22, 2026, Alunorte applied to the Central Civil Court of the District of São Paulo for a preliminary, pre-arbitration injunction seeking specific performance of the terms of the Gas Supply Agreement and the application of preemptive daily penalties for potential future failures to deliver, non-contractual remedies which would have superseded the agreed upon recourses in the Gas Supply Agreement.

The court denied the injunction application.

Notwithstanding that to date there has been no breach of the terms of the Gas Supply Agreement, Alunorte may appeal the Court's decision or commence arbitration proceedings against Celba.

Celba and Alunorte remain in ongoing discussions concerning the continued supply of gas to Alunorte's facility.

If a satisfactory resolution is not reached and Celba fails to deliver gas in accordance with contractual requirements prospectively, the contract provides for certain monetary payments that Celba would owe to Alunorte, which could be material and would adversely affect the liquidity of the Brazil business.

In addition, Alunorte could pursue further claims or commence arbitration against Celba which, if resolved against Celba, could adversely affect the Brazil business' liquidity and results of operations.

Due to the inherent difficulty in predicting the outcome of this matter, the amount of any potential loss is uncertain.

As there has been no breach as of June 30, 2026, the Company has not accrued a loss in the condensed consolidated financial statements.

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

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The change produced no impact on the tariff paid by consumers for transmission use.

In 2024, despite having approved the new connection point, ANEEL informed PortoCem that certain obligations tied to the original connection point had not been fulfilled and that a penalty of approximately BRL 610,000 ($ 116,900 using exchange rates in effect as of March 31, 2026) could be imposed under the CUST.

In 2024, despite having approved the new connection point, ANEEL informed PortoCem that certain obligations tied to the original connection point had not been fulfilled and that a penalty of approximately BRL 610,000 ($ 117,800 using exchange rates in effect as of June 30, 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.

During the second quarter of 2026, ANEEL's Board of Directors issued an order, resolving PortoCem's administrative appeal and substantially reduced the potential termination charges to BRL 51,500 ($ 10,000 using exchange rates in effect as of June 30, 2026).

Following the issuance of the order, ANEEL published Normative Resolution, establishing an exceptional regulatory mechanism that provides relief from certain CUST termination charges under specified circumstances.

PortoCem subsequently filed an administrative request with the Brazilian Independent System Operator (“ONS”), seeking application of this exceptional mechanism to its specific case and requesting treatment consistent with the relief provided under the new regulation, which was directed to ANEEL by ONS for regulatory interpretation.

date of the issuance of these financial statements, ANEEL has not rendered a final decision with regards to PortoCem's recent administrative request and the outcome remains uncertain.

The Company has not accrued any probable losses as of June 30, 2026.

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

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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 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 501,400 ($ 96,900 using exchange rates as of June 30, 2026).

The Company has a counterclaim of approximately BRL 400,100 ($ 77,300 using exchange rates as of June 30, 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.

The Company has not accrued any probable losses as of June 30, 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 plaintiffs are claiming damages up to BRL 616,300 (approximately $ 119,100 using exchange rates as of June 30, 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.

The Company has not accrued any probable losses as of June 30, 2026.

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

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

Company’s FLNG project in Altamira, Mexico.

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

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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.

A liability has not been recognized as of June 30, 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.

As of June 30, 2026 and December 31, 2025, the Company has accrued a liability of $ 60,120 and $ 52,421 , respectively.

The liability as of June 30, 2026 represents management’s estimate of probable losses for certain legal matters.

Earnings per share

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net (loss) income $ ( 372,955 ) $ ( 546,462 ) $ ( 773,559 ) $ ( 721,888 )

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The following table presents potentially dilutive securities excluded from the computation of diluted net income per share for the periods presented because its effects would have been anti-dilutive.

March 31, 2026 March 31, 2025

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Series B convertible preferred stock (1)

— 36,746 — 36,746

Equity Agreement shares (2)

1 unchanged sentence

Total 42,466,979 4,960,178 42,466,979 4,960,178

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

(1) Represents the number of unconverted Series B convertible preferred shares as of June 30, 2026 and June 30, 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.

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.

During the quarter ended December 31, 2025, the Company granted an equity award to certain employees that will settle in shares of a subsidiary owning the Company's Brazilian operations.

In the second quarter of 2026, the Company granted a new equity award that fully cancelled and replaced those vested and unvested share units issued during 2025.

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

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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.

F or the three and six months ended June 30, 2026, the Company recognized compensation expense of $ 6,616 and $ 10,384 , respectively, 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.

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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.

The charges under the Administrative Agreement that are attributable to the Company totaled $ 152 and $ 382 for the three months ended June 30, 2026 and 2025, respectively.

The charges totaled $ 304 and $ 500 for the six months ended June 30, 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.

As of June 30, 2026 and December 31, 2025, $ 1,042 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.

The Company incurred, at aircraft operator rates, charter costs of $ 595 and $ 146 for the three months ended June 30, 2026 and 2025, respectively, and $ 1,536 and $ 1,098 for the six months ended June 30, 2026 and 2025, respectively.

As of June 30, 2026 and December 31, 2025, $ 0 and $ 318 was due to this affiliate, respectively.

Fortress affiliated entities

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No costs are incurred for such administrative services by the Company as the Company is fully reimbursed for all costs incurred.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended 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.

The Company has subleased a portion of office space to affiliates of entities managed by Fortress, and for the three months ended June 30, 2026 and 2025, $( 36 ) and $ 362 of rent and office related credit activity and expenses were incurred by these affiliates, respectively.

For the six months ended June 30, 2026 and 2025, $ 363 and $ 689 of expenses were incurred by these affiliates, respectively.

As of June 30, 2026 and December 31, 2025, $ 3,224 and $ 4,263 were due from affiliates, respectively.

Additionally, an entity formerly affiliated with Fortress and currently owned by Messrs.

Edens and Nardone provides certain administrative services to the Company, as well as providing office space under a month-to-month non-exclusive license agreement.

In May 2024, this affiliate assigned the office lease to the Company, and after this point, the Company

no longer incurs rent expense with this affiliate.

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

In May 2024, this affiliate assigned the office lease to the Company, and after this point, the Company no longer incurs rent expense with this affiliate.

As of June 30, 2026 and December 31, 2025, $ 3,614 was d ue to Fortress affiliated entities.

Restructuring Transaction

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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 .

The Company recognized expense related to the land lease of $ 76 and $ 183 during the three months ended June 30, 2026 and 2025, respectively, and $ 154 and $ 366 during the six months ended June 30, 2026 and 2025, respectively , which was included within Operations and maintenance in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.

As of June 30, 2026, the right-of-use balance is $ 0 (fully impaired during the year ended December 31, 2025) and the lease liability balance is $ 3,247 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.

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

As of June 30, 2026, the Company operates in two reportable segments:

Terminals and Infrastructure and Ships:

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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.

As of November 2025, only one vessel is 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.

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

Three Months Ended March 31, 2026

The table below presents segment information for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, 2026

(in thousands of $) Terminals and

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$ 161,349 $ — $ 161,349 $ — $ 161,349

Three Months Ended March 31, 2025

Six Months Ended June 30, 2026

(in thousands of $) Terminals and

Infrastructure Ships Total

Segment Consolidation

and Other Consolidated

Statement of operations:

Total revenues $ 518,929 $ 20,526 $ 539,455 $ — $ 539,455

Cost of sales (3)

410,065 — 410,065 — 410,065

Vessel operating expenses 725 5,902 6,627 — 6,627

Operations and maintenance 89,313 — 89,313 — 89,313

Segment Operating Margin $ 18,826 $ 14,624 $ 33,450 $ — $ 33,450

Balance sheet:

Total assets $ 10,644,459 $ 84,361 $ 10,728,820 $ — $ 10,728,820

Other segmental financial information:

Capital expenditures (2)

$ 304,452 $ — $ 304,452 $ — $ 304,452

Three Months Ended June 30, 2025

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

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$ 275,361 $ — $ 275,361 $ — $ 275,361

Six Months Ended June 30, 2025

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

and Other Consolidated

Statement of operations:

Total revenues $ 699,317 $ 77,065 $ 776,382 $ — $ 776,382

Cost of sales (3)

510,539 — 510,539 — 510,539

Vessel operating expenses 1,777 13,467 15,244 — 15,244

Operations and maintenance 112,343 — 112,343 — 112,343

Segment Operating Margin $ 74,658 $ 63,598 $ 138,256 $ — $ 138,256

Balance sheet:

Total assets $ 11,500,624 $ 519,147 $ 12,019,771 $ — $ 12,019,771

Other segmental financial information:

Capital expenditures (2)

$ 599,498 $ — $ 599,498 $ — $ 599,498

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands of $) 2026 2025 2026 2025

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Asset impairment expense — 122,883 61,864 123,129

Goodwill impairment expense — 582,172 — 582,172

Interest expense 226,672 186,389 413,552 386,698

Other (income) expense, net 1,236 ( 59,024 ) ( 41,956 ) ( 122,961 )

Loss on extinguishment of debt, net — 467

Tax provision 31,541 26,068

Loss (Gain) on sale 404 ( 470,994 ) 258 ( 470,994 )

Loss on extinguishment of debt 4,293 20,320 4,293 20,787

Tax (benefit) provision ( 7,964 ) 10,400 23,577 36,468

Consolidated Segment Operating Margin $ 55,101 $ 30,467 $ 33,450 $ 138,256

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

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

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

BrazilCo Notes due 2029

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

secured notes due 2029 to be issued by NFE Brazil.

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

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

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

What changed 10-Q

Item 1. Financial Statements