What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-14 · 216 added, 143 removed, 334 unchanged (52% of the section changed)

24 unchanged sentences

Certain lenders have also agreed to provide the Company with incremental funding in exchange for additional term loans or additional letter of credit facility capacity to support ongoing operations and liquidity needs.

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

In connection with the Restructuring Transaction, NFE expects to divest its Brazil business, including the Barcarena Facility, Barcarena Power Plant, Santa Catarina Facility, and PortoCem Power Plant.

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This first FLNG unit has been fully commissioned, and we are in the process of increasing available liquefaction capacity through optimization projects.

Barcarena Terminal

We placed the Barcarena Terminal in service in the second quarter of 2026.

The Barcarena Terminal consists of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines.

The Barcarena Terminal is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to 160,000 cubic meters of LNG.

We have entered into a 15-year gas supply agreement with a subsidiary of Norsk Hydro ASA for the supply of natural gas to the Alunorte Alumina Refinery in Pará, Brazil, through our Barcarena Terminal.

For further discussion on the gas supply agreement, see Note 18 of our condensed consolidated financial statements.

Upon effectuation of the Restructuring Transaction, we expect to no longer own BrazilCo, including the Barcarena Terminal.

Our LNG Supply and Cargo Sales

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We have binding contracts for LNG volumes from two separate U.S.

LNG facilities, each with a 20-year term, which are expected to commence in 2027 and 2029.

LNG facilities, each with a 20-year term, which are expected to

commence in 2027 and 2029.

Additional LNG needed to supply expansion of our operations in Puerto Rico and/or our Nicaragua Power Plant will be provided by open market purchases until the commencement of these LNG supply contracts.

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Our projects currently under development include our development of a second modular liquefaction facility to provide a source of low-cost supply of LNG to customers around the world through our Fast LNG technologies;

our LNG terminal (“Barcarena Facility”) and power plants located in Pará, Brazil;

our power plants located in Pará, Brazil (“Barcarena Power Plant”);

our LNG terminal facility and power plant in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”);

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Following the completion of the Restructuring Transaction, we do not plan to incur significant capital expenditures to develop our second 1.4 MTPA Fast LNG unit (“FLNG 2”).

We are in active discussions with third parties to co-develop FLNG 2, which is expected to take approximately 24 months to complete from the time our partner is engaged.

Estimated cost to complete is uncertain and is dependent upon final design and engineering, but we currently expect the remaining cost to be between $750.0 million and $1,500.0 million.

Barcarena Facility

The Barcarena Facility consists of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines.

The Barcarena Facility is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to 160,000 cubic meters of LNG.

We have substantially completed our Barcarena Facility and are in process of final commissioning.

The Barcarena Facility will also supply our new 630 MW combined cycle natural gas-fired power plant located in Pará, Brazil (the “Barcarena Power Plant”).

We are in active discussions with third parties to co-develop

FLNG 2, which is expected to take approximately 24 months to complete from the time our partner is engaged.

Estimated cost to complete is uncertain and is dependent upon final design and engineering, but we currently expect the remaining cost to be between $750.0 million and $1.5 billion.

Barcarena Power Plant

The recently completed Barcarena Terminal will also supply our new 630 MW combined cycle natural gas-fired power plant located in Pará, Brazil (the “Barcarena Power Plant”).

The power plant is fully contracted under multiple 25-year power purchase agreements to supply electricity to the national electricity grid.

We expect to place the Barcarena Power Plant into service in the second quarter of 2026.

We expect to place the Barcarena Power Plant into service in the third quarter of 2026.

PortoCem Power Plant

In March 2024, we closed the acquisition of PortoCem Geração de Energia S.A.

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PortoCem is the owner of a 15-year 1.6 GW capacity reserve contract in Brazil.

We have transferred the 1.6 GW capacity reserve contract to a site owned by NFE that is adjacent to the Barcarena Facility, where NFE is building the 1.6 GW simple cycle, natural gas-fired power plant (“PortoCem Power Plant”) to supply the capacity reserve contract using gas from the Barcarena Facility.

We have transferred the 1.6 GW capacity reserve contract to a site owned by NFE that is adjacent to the Barcarena Terminal, where NFE is building the 1.6 GW simple cycle, natural gas-fired power plant (“PortoCem Power Plant”) to supply the capacity reserve contract using gas from the Barcarena Terminal.

We expect the PortoCem Power Plant to be completed in 2026.

Upon effectuation of the Restructuring Transaction, we expect to no longer own BrazilCo, including the Barcarena Facility, Barcarena Power Plant and PortoCem Power Plant.

Upon effectuation of the Restructuring Transaction, we expect to no longer own BrazilCo, including the Barcarena Power Plant and PortoCem Power Plant.

Puerto Sandino Facility

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For further discussion on the RSA, the Restructuring Plans and the Restructuring Transaction, see Note 2 of our condensed consolidated financial statements for further discussion.

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, 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 $40.0 million as the carrying amount of the vessel exceeds the financing obligation balance.

Other Matters

On June 18, 2020, we received an order from the Federal Energy Regulatory Commission ("FERC"), which asked us to explain why our San Juan Facility is not subject to FERC’s jurisdiction under section 3 of the NGA.

Because we do not

believe that the San Juan Facility is jurisdictional, we provided our reply to FERC on July 20, 2020 and requested that FERC act expeditiously.

Because we do not believe that the San Juan Facility is jurisdictional, we provided our reply to FERC on July 20, 2020 and requested that FERC act expeditiously.

On March 19, 2021, FERC issued an order that the San Juan Facility does fall under FERC jurisdiction.

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In December 2024 and February 2025, we submitted an updated Letter of Intent and Waterway Suitability Assessments detailing our alternative operational plans to the USCG and are working collaboratively with the USCG to obtain a new LOR to FERC in support of our operations, which we expect to be imminently forthcoming.

In concert with our collaboration with the USCG regarding our new operational plans, we withdrew our appeal on February 14, 2025.

In concert with our collaboration with the USCG regarding our operational plans, we withdrew our appeal on February 14, 2025.

On January 12, 2026, the Acting Captain of the Port of San Juan for the USCG issued a LOR in response to NFE’s filings.

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On October 25, 2024, FERC issued a notice of intent to prepare an Environmental Impact Statement, which included, among other things, two public scoping sessions in Puerto Rico held on November 18, 2024 in accordance with the National Environmental Policy Act.

Results of Operations – Three Months Ended March 31, 2026 compared to Three Months Ended December 31, 2025 and Three Months Ended March 31, 2025

Results of Operations – Three Months Ended June 30, 2026 compared to Three Months Ended March 31, 2026 and Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025

Performance of our two segments, Terminals and Infrastructure and Ships, is evaluated based on Segment Operating Margin.

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As a result, this supplemental metric affords management the ability to make decisions and facilitates measuring and achieving optimal financial performance of our current operations.

The principal limitation of this non-GAAP measure

is that it excludes significant expenses and income that are required by GAAP.

The principal limitation of this non-GAAP measure is that it excludes significant expenses and income that are required by GAAP.

A reconciliation is provided for the non-GAAP financial measure to the most directly comparable GAAP measure, Gross margin.

Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measure to our Gross margin, and not to rely on any single financial measure to evaluate our business.

The tables below present our segment information for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025:

The tables below present our segment information for the three months ended June 30, 2026 and March 31, 2026, and for the six months ended June 30, 2026 and June 30, 2025:

Three Months Ended June 30, 2026

(in thousands of $) Terminals and

Infrastructure Ships Total Segment Consolidation

and Other Consolidated

Total revenues $ 299,248 $ 13,254 $ 312,502 $ — $ 312,502

Cost of sales (1)

210,380 — 210,380 — 210,380

Vessel operating expenses (2)

71 5,902 5,973 — 5,973

Operations and maintenance (2)

41,048 — 41,048 — 41,048

Segment Operating Margin $ 47,749 $ 7,352 $ 55,101 $ — $ 55,101

Three Months Ended June 30, 2026

(in thousands of $) Consolidated

Gross margin (GAAP) $ 9,511

Depreciation and amortization 45,590

Consolidated Segment Operating Margin (Non-GAAP) $ 55,101

Three Months Ended March 31, 2026

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Consolidated Segment Operating Margin (Non-GAAP) $ (21,651)

Three Months Ended December 31, 2025

Six Months Ended June 30, 2026

(in thousands of $) Terminals and

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

Three Months Ended December 31, 2025

Six Months Ended June 30, 2026

(in thousands of $) Consolidated

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Consolidated Segment Operating Margin (Non-GAAP) $ 33,450

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(in thousands of $) Terminals and

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

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(in thousands of $) Consolidated

6 unchanged sentences

Three Months Ended

(in thousands of $) March 31, 2026 December 31, 2025 Change March 31, 2025 Change

(in thousands of $) June 30, 2026 March 31, 2026 Change

Total revenues $ 299,248 $ 219,681 $ 79,567

3 unchanged sentences

Segment Operating Margin $ 47,749 $ (28,923) $ 76,672

Six Months Ended

(in thousands of $) June 30, 2026 June 30, 2025 Change

Total revenues $ 518,929 $ 699,317 $ (180,388)

Cost of sales (exclusive of depreciation and amortization) 410,065 510,539 (100,474)

Vessel operating expenses 725 1,777 (1,052)

Operations and maintenance 89,313 112,343 (23,030)

Segment Operating Margin $ 18,826 $ 74,658 $ (55,832)

Total revenue

Total revenue for the Terminals and Infrastructure Segment decreased by $159.4 million for the three months ended March 31, 2026 compared to the three months ended December 31, 2025, and decreased by $214.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The decrease in revenue in the first quarter of 2026 compared to the fourth quarter of 2025 was primarily attributable to lower cargo and power sales recognized during the three months ended March 31, 2026, as well as additional revenue recognized relating to the settlement agreement with our customer during the three months ended December 31, 2025.

• In December 2025, we entered into a settlement agreement with our customer for $142.0 million, related to the early termination of our contract to provide emergency power services in Puerto Rico, and we recognized revenue of $74.8 million.

Total revenue for the Terminals and Infrastructure Segment increased by $79.6 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026, and decreased by $180.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The increase in revenue for the three months ended June 30, 2026 compared to the three months ended March 31, 2026, was primarily attributable to the Company's Barcarena Terminal being placed into service during the quarter, as well as higher volumes delivered in Puerto Rico and Mexico.

• Revenues from our Barcarena Terminal, which was placed into service in April 2026 were $59.3 million for the three months ended June 30, 2026.

We delivered 6.2 TBtu of gas from the terminal during this period.

• Revenues attributable to our La Paz Facility in Mexico increased $39.1 million, primarily driven by higher volumes delivered to customers and a capacity payment true-up.

Volume-related revenues increased $33.9 million as volumes increased from 1.5 TBtu to 2.9 TBtu, and revenues increased an additional $5.2 million due to a true-up of the estimated capacity payment recorded in the second quarter of 2026.

These increases were partially offset by lower average Henry Hub index prices used to invoice our downstream customers.

• Revenues generated by our San Juan Facility in Puerto Rico increased by $19.4 million for the three months ended June 30, 2026 largely due to the increased volume nominations , partially offset by a decrease in the average Henry Hub index pricing used to invoice our downstream customers.

This increase was partially offset by lower cargo sales and Brazil power revenue in the second quarter of 2026.

• These cargo sales decreased from $43.9 million in the three months ended March 31, 2026 to $24.6 million in the three months ended June 30, 2026.

• We are required to deliver power under power purchase agreements (“PPAs”) from the Barcarena Power Plant starting in the third quarter of 2025.

The Barcarena Power Plant is currently being commissioned, and as such, we partnered with a local energy trader to supply the required power.

During the first quarter of 2026, PPAs with

certain local distribution companies were suspended.

As a result, the Company was required to procure and deliver less power, resulting in decreased revenue from $109.7 million in the fourth quarter of 2025 to $35.7 million in the first quarter of 2026.

• We recognized $43.9 million of revenue from cargos sales for the three months ended March 31, 2026 compared to $69.4 million for the three months ended December 31, 2025.

• The Company recognized a $16.4 million decrease in revenues related to vessel charters due to the sale of certain vessels to Energos in the fourth quarter of 2025 and end of third-party charters for certain vessels.

• These decreases were partially offset by increased volumes delivered to downstream terminal customers from 6.4 TBtu in the fourth quarter of 2025 to 6.9 TBtu in the first quarter of 2026, primarily due to higher volumes offtake at our San Juan Facility.

This increase in volumes resulted in a $12.7 million increase in revenue.

• The decreases were also partially offset by a $20.6 million increase in revenues attributable to our Mexico operations, most of which is related to higher revenue recognized for an estimated capacity fee payment in the first quarter of 2026 compared to the three months ended December 31, 2025.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 42% for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025.

The decrease in revenue in the first quarter of 2026 compared to the first quarter of 2025 was primarily attributable to the sale of our Jamaica business and lower cargo sales.

The decrease was partially offset by higher revenues related to the delivery of power under PPAs from the Barcarena Power Plant.

• For the three months ended March 31, 2026, volumes delivered to downstream customers were 6.9 TBtu compared to 13.8 TBtu for the three months ended March 31, 2025 due to the sale of our Jamaica business, resulting in $94.1 million lower revenues.

• Revenue from cargos sales decreased from $182.7 million to $43.9 million for the three months ended March 31, 2025 and March 31, 2026, respectively.

• The decrease in revenue was partially offset by an increase of $35.7 million from delivery of power under PPAs from the Barcarena Power Plant during the three months ended March 31, 2026.

No such revenue was recognized in the three months ended March 31, 2025.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 38% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

As the Barcarena Power Plant is still being commissioned, we have partnered with a local energy trader to supply the required power.

Revenue from these arrangements decreased from $35.7 million in the first quarter of 2026 to $27.1 million in the second quarter of 2026, primarily due to lower volumes of power delivered.

• In addition, revenue from our subsidiary, Genera, which provides operations and maintenance services in Puerto Rico, decreased from $29.5 million for the three months ended March 31, 2026 to $22.6 million for the three months ended June 30, 2026.

• The average Henry Hub index pricing used to invoice our downstream customers decreased by 42% for the three months ended June 30, 2026 as compared to the three months ended March 31, 2026.

The decrease in revenue in the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to the sale of our Jamaica business, lower cargo sales and other factors described below.

• For the six months ended June 30, 2026, volumes delivered to downstream customers were 21.5 TBtu compared to 28.1 TBtu for the six months ended June 30, 2025 due to the sale of our Jamaica business, resulting in $140.7 million lower revenues.

• Revenue from cargo sales decreased from $207.0 million for the six months ended June 30, 2025 to $68.5 million for the six months ended June 30, 2026, as we utilized higher gas volumes at our terminal operations.

• Revenues from our San Juan Facility decreased $7.9 million due to lower volumes delivered during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

In addition, we generated $11.5 million of revenue from turbine replacement during the six months ended June 30, 2025, with no comparable revenue recognized during the six months ended June 30, 2026.

• Vessel charter revenues decreased by $7.9 million, primarily due to the sale of certain vessels to Energos in the fourth quarter of 2025 and the expiration of certain third-party vessel charters.

The decreases were partially offset by higher revenues related to the delivery of power under PPAs and commencement of operations at our Barcarena Terminal.

• Revenues increased by $62.8 million from delivery of power under PPAs from the Barcarena Power Plant and $59.3 million from gas sales following the commencement of operations at the Barcarena Terminal during the six months ended June 30, 2026.

No such revenue was recognized during the six months ended June 30, 2025.

• The average Henry Hub index pricing used to invoice our downstream customers increased by 12% for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

Cost of sales

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Under our contract with PREPA, we pass all of these costs onto PREPA, and such billings are recognized as revenue.

Cost of sales decreased by $11.5 million for the three months ended March 31, 2026 compared to the three months ended December 31, 2025, primarily driven by reduced costs of cargo sales.

Increased gas costs were largely offset by lower vessel related costs in the first quarter of 2026.

• In the first quarter of 2026, we incurred $44.5 million of cargo sales costs as compared to $54.3 million for the three months ended December 31, 2025.

• We delivered 8% higher volumes to our customers in the first quarter of 2026 compared to the last quarter of 2025.

The weighted average cost of gas purchased increased from $8.58 per MMBtu for the three months ended

December 31, 2025 to $9.23 per MMBtu for the three months ended March 31, 2026.

In addition, the Henry Hub index increased by 42% over the same period.

Cost of sales decreased by $102.7 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was attributable to the following:

• Cargo sales costs incurred during three months ended March 31, 2026 were $44.5 million compared to $103.8 million during the three months ended March 31, 2025, consistent with the level of cargo sales during the corresponding periods.

• We delivered 50% lower volumes to our customers during the first quarter of 2026 compared to the first quarter of 2025, driven mostly by the sale of our Jamaica business in May 2025, resulting in a $52.6 million decrease in cost of sales.

• Vessel costs decreased by $32.8 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, due to the reduced number of vessels chartered in our fleet.

The decrease reflects the assignment of vessels related to the Jamaica business that we sold in May 2025, and charter expirations or terminations during 2025 and the first quarter of 2026.

• The decrease in cost of sales was partially offset by an increase in cost of sales of $43.6 million related to the delivery of power under the PPAs from the Barcarena Power Plant.

No such costs were incurred during the three months ended March 31, 2025.

The weighted-average cost of our LNG inventory balance to be used in our operations as of March 31, 2026 and December 31, 2025 was $8.38 per MMBtu and $8.35 per MMBtu, respectively.

Cost of sales increased by $10.7 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026.

The increase was primarily attributable to a $57.5 million increase in the cost of operating our Barcarena Terminal, which was placed into service in April 2026.

This increase was partially offset by lower cargo sales cost, lower costs associated with the delivery of power under PPAs from the Barcarena Power plant, and lower vessel costs.

• While the volumes delivered to our customers remained consistent in the second quarter of 2026 compared to the first quarter of 2026, cost decreased due to a decrease in weighted average cost of gas purchased from $9.23 per MMBtu for the three months ended March 31, 2026 to $8.53 per MMBtu for the three months ended June 30, 2026, primarily driven by a 42% decrease in the Henry Hub index over the same period.

• We incurred $14.7 million of costs relating to cargo sales for the three months ended June 30, 2026, as compared to $44.5 million for the three months ended March 31, 2026, consistent with the lower cargo sales discussed above under Revenue.

• Cost of sales related to the delivery of power under the PPAs from the Barcarena Power Plant was $33.0 million for the three months ended June 30, 2026, compared to $43.6 million during the three months ended March 31, 2026, in line with the lower volumes of power delivered discussed above under Revenue.

• Vessel costs decreased by $6.5 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026.

During the three months ended March 31, 2026, the owner of a vessel leased by the Company repossessed the vessel after the Company failed to make certain lease payments, resulting in lower vessel costs during the current period.

In addition, the lease for one other vessel expired during the three months ended March 31, 2026, also contributing to the decrease in vessel costs.

Cost of sales decreased by $100.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, attributable to the following:

• Cargo sales costs were $59.2 million for the six months ended June 30, 2026, compared to $119.5 million for the six months ended June 30, 2025, consistent with the decrease in cargo sales revenue over the same period, as discussed above under Revenue.

• We delivered 46% lower volumes to our customers during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven mostly by the sale of our Jamaica business in May 2025, resulting in a $79.1 million decrease in cost of sales.

Cost of sales at our La Paz Facility and San Juan Facility also decreased by $20.9 million due to lower volumes delivered.

• Vessel costs decreased $66.6 million during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to a reduced number of vessels chartered in our fleet.

The decrease reflects the assignment of vessels as part of the sale of our Jamaica business in May 2025, and charter expirations or terminations during 2025 and the first two quarters of 2026.

• The decrease in cost of sales was partially offset by a $76.6 million increase in cost of sales related to the delivery of power under the PPAs from the Barcarena Power Plant, and a $57.5 million increase in cost of sales related to gas sales following the commencement of operations at our Barcarena Terminal.

No such costs were incurred during the six months ended June 30, 2025.

The weighted-average cost of our LNG inventory balance to be used in our operations as of June 30, 2026 and December 31, 2025 was $9.01 per MMBtu and $8.35 per MMBtu, respectively.

Vessel operating expenses

Vessel operating expenses relate to direct costs such as crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, management fees associated with operating vessels.

The vessel operating expenses were not material to our results of operations for the periods presented.

The vessel operating expenses within the Terminals and Infrastructure Segment were not material to our results of operations for the periods presented.

Operations and maintenance

Operations and maintenance includes costs of operating our facilities, exclusive of costs to convert that are reflected in Cost of sales.

Operations and maintenance remained relatively consistent between the three months ended March 31, 2026 and the three months ended December 31, 2025, increasing by $0.6 million.

Operations and maintenance expenses decreased by $6.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 .

The decrease was primarily attributable to the lower operating and maintenance costs resulting from the sale of our Jamaica business in May 2025.

This decrease was partially offset by higher planned maintenance at our San Juan Facility during the three months ended March 31, 2026.

Operations and maintenance decreased $7.2 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026, and decreased $23.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 .

The decrease in operations and maintenance costs for the three months ended June 30, 2026 compared to the three months ended March 31, 2026 was primarily due to lower planned and unplanned maintenance at our terminal operations, partially offset by higher charter costs for a vessel used at the Barcarena Terminal.

The decrease in operations and maintenance costs for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily due to lower vessel charter costs, the sale of our Jamaica business in May 2025, and lower planned and unplanned maintenance at our terminal operations.

The decrease in vessel charter costs was mainly driven by the sale of certain vessels as part of the Energos transaction completed in November 2025, the assignment of a vessel in connection with the sale of our Jamaica business, and expiration of certain vessel charters during 2025 and 2026.

These decreases were partially offset by operations and maintenance costs at our Barcarena Terminal, which was placed into service in April 2026.

Ships Segment

Three Months Ended,

(in thousands of $) March 31, 2026 December 31, 2025 Change March 31, 2025 Change

(in thousands of $) June 30, 2026 March 31, 2026 Change

Total revenues $ 13,254 $ 7,272 $ 5,982

1 unchanged sentence

Segment Operating Margin $ 7,352 $ 7,272 $ 80

Six Months Ended,

(in thousands of $) June 30, 2026 June 30, 2025 Change

Total revenues $ 20,526 $ 77,065 $ (56,539)

Vessel operating expenses 5,902 13,467 (7,565)

Segment Operating Margin $ 14,624 $ 63,598 $ (48,974)

Revenue in the Ships segment is comprised of operating lease revenue under time charters, fees for positioning and repositioning vessels as well as the reimbursement of certain vessel operating costs.

As of March 31, 2026 , one vessel included in the Energos Formation Transaction was under a third-party charter and is included in this segment.

As of June 30, 2026 , one vessel included in the Energos Formation Transaction was under a third-party charter and is included in this segment.

Total revenue

Total revenue for the Ships segment decreased $9.4 million for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025 , and decreased $31.3 million compared to the three months ended March 31, 2025.

Total revenue for the Ships segment, which consists of the vessel Nusantara Regas Satu , increased by $6.0 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026 .

The total revenue for the Ships segment decreased by $56.5 million compared to the six months ended June 30, 2025.

These decreases were primarily attributable to a transaction with Energos, pursuant to which we early terminated the long-term charter agreements with Energos for certain vessels, including Energos Eskimo and Energos Igloo, which were included in the Ships segment during 2025.

This transaction resulted in a sale of Energos Eskimo and Energos Igloo to Energos and a reduction in charter revenue for the three months ended March 31, 2026 compared to the three months ended December 31, 2025 and March 31, 2025.

This transaction resulted in a sale of the two vessels to Energos, resulting in a reduction in charter revenue for the six months ended June 30, 2026 as compared to the same period in 2025.

Vessel operating expenses

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To the extent that these costs are a fixed amount specified in the charter, which is not dependent upon redelivery location, the estimated voyage expenses are recognized over the term of the time charter.

Vessel operating expenses were $3.4 million and $7.2 million for the three months ended December 31, 2025 and March 31, 2025, respectively.

We did not incur any vessel operating expenses for the three months ended March 31, 2026 related to the vessel Nusantara Regas Satu, as such costs are borne by the third-party charterer.

Total vessel operating expenses, primarily related to the vessel Nusantara Regas Satu, increased by $5.9 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026 .

The vessel operating expenses decreased by $7.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, due to the termination of our long-term charter agreements for Energos Eskimo and Energos Igloo during 2025, as discussed above.

Other operating results

Three Months Ended,

(in thousands of $) March 31, 2026 December 31, 2025 Change March 31, 2025 Change

Three Months Ended, Six Months Ended,

(in thousands of $) June 30, 2026 March 31, 2026 Change June 30, 2026 June 30, 2025 Change

Selling, general and administrative $ 85,342 $ 47,640 $ 37,702 $ 132,982 $ 108,379 $ 24,603

2 unchanged sentences

Asset impairment expense — 61,864 (61,864) 61,864 123,129 $ (61,265)

(Gain) on sale — (199,944) 199,944 — —

Loss (Gain) on sale 404 (146) 550 258 (470,994) $ 471,252

Goodwill impairment expense — — — — 582,172 $ (582,172)

3 unchanged sentences

Other (income) expense, net 1,236 (43,192) 44,428 $ (41,956) (122,961) $ 81,005

Loss on extinguishment of debt, net — (850) 850 467 (467)

Loss on extinguishment of debt 4,293 — 4,293 $ 4,293 20,787 $ (16,494)

(Loss) income before income taxes (380,919) (369,063) (11,856) (749,982) (685,420) $ (64,562)

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Selling, general and administrative includes compensation expenses for our corporate employees, employee travel costs, insurance, professional fees for our advisors, and screening costs for projects that are in initial stages and development is not yet probable.

Selling, general and administrative decreased by $65.1 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025.

We recorded $45.6 million of contingent losses related to certain legal proceedings during the three months ended December 31, 2025.

There were no significant incremental contingent losses recorded during the three months ended March 31, 2026.

In addition, screening costs for development projects, and payroll and bonus expenses decreased by $14.8 million during the first quarter of 2026.

Selling, general and administrative decreased by $4.3 million for three months ended March 31, 2026, compared to the three months ended March 31, 2025.

The decrease was primarily driven by an $11.5 million reduction in screening costs for development projects, partially offset by higher legal and professional fees and share-based compensation expense.

The share-based compensation expense was lower in the first quarter of 2025 due to the reversal of previously recorded expense related to forfeitures during that period.

Selling, general and administrative increased by $37.7 million for the three months ended June 30, 2026, compared to the three months ended March 31, 2026.

The increase was primarily attributable to a $15.0 million increase in contingent losses related to certain legal proceedings.

The increase also reflected higher screening costs associated with development projects, increased payroll-related expenses, and higher general and administrative costs incurred to support our business operations.

Selling, general and administrative increased by $24.6 million for the six months ended June 30, 2026 , compared to the six months ended June 30, 2025.

The increase was primarily attributable to a $14.2 million increase in contingent losses related to certain legal proceedings, a $5.4 million increase in share-based compensation expense, and a $6.7 million increase in payroll-related costs, as well as higher general and administrative expenses incurred to support our business operations.

These increases were partially offset by decreased screening costs for our development projects.

Share-based compensation expense for the six months ended June 30, 2025 was reduced by the reversal of previously recognized compensation expense resulting from employee forfeitures, which contributed to the year-over-year increase in share-based compensation expense during the current period.

Transaction and integration costs

We incurred transaction and integration costs of $53.3 million and $54.8 million during the three months ended March 31, 2026 and December 31, 2025, respectively.

These costs were primarily comprised of professional and consulting fees related to our debt restructuring process.

The transaction and integration costs of $11.9 million during the three months ended March 31, 2025 primarily related to legal fees and other third-party costs incurred in connection with amendments to certain credit agreements.

In addition, during the first quarter of 2025, we incurred $3.9 million of legal fees related to the sale of our Jamaica business.

Transaction and integration costs were $72.5 million and $53.3 million for the three months ended June 30, 2026 and March 31, 2026, respectively, and $125.8 million for the six months ended June 30, 2026 .

These costs were primarily comprised of professional and consulting fees related to our debt restructuring process (Note 2).

Transaction and integration costs were $87.3 million for the six months ended June 30, 2025.

The Company incurred $67.0 million of transaction and integration costs that were directly attributable to the Jamaica business sale, which included fees for novating a vessel charter to the buyer and contingent fees due to our advisors.

The remainder of the transaction and integration costs related to legal and other third party costs incurred by the Company in connection with amendments to credit agreements.

Depreciation and amortization

Depreciation and amortization decreased by $3.9 million for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025.

The decrease was primarily attributable to the sale of certain vessels to Energos in November 2025.

Depreciation and amortization expense decreased by $15.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.

Depreciation and amortization increased by $4.5 million for the three months ended June 30, 2026 as compared to the three months ended March 31, 2026.

The increase was primarily attributable to the commencement of operations at our Barcarena terminal during the three months ended June 30, 2026.

Depreciation and amortization expense decreased by $22.5 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.

The decrease in depreciation expense resulted from the sale of our Jamaica business in May 2025, and sale of certain vessels to Energos in November 2025.

Asset impairment expense

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.

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.

As the Company no longer has control of the leased asset, the Company recognized an impairment charge on the right-of-use asset of $60.6 million.

During the three months ended December 31, 2025, as part of the Company’s ongoing discussions with creditors, the Company has determined that it was not probable that it would pursue the development of certain Fast LNG projects and the ZeroParks hydrogen project and recognized impairment charges of $733.0 million to reduce the carrying values of the asset groups to their estimated fair value.

There was no material asset impairment expense during the three months ended March 31, 2025.

(Gain) loss on sale

The Company had no significant asset sales during the first quarter of 2026.

For the three months ended December 31, 2025, the Company recorded a gain of $199.9 million.

In November 2025, we completed a transaction with Energos, pursuant to which the Company early terminated the long-term charter agreements with Energos for certain vessels and novated associated sub-charter agreements for these vessels to Energos, in exchange for cash considerations of $150.0

The Company recognized a gain of $217.1 million from the transaction, which was partially offset by a $17.2 million adjustment to the gain on sale of the Jamaica business.

During the six months ended June 30, 2025, the impairment charge of $123.1 million principally relates to the Lakach deepwater project, and certain development projects in Pennsylvania and Puerto Rico.

We determined that it was not probable that we would pursue development of the Lakach deepwater project, and impaired the capitalized project costs.

In addition, after testing the recoverability of the capitalized costs for the development projects in Pennsylvania and Puerto

Rico, we concluded that the asset groups were not recoverable.

Accordingly, we recognized an impairment charge to reduce the carrying value of the asset groups to its estimated fair value.

There was no asset impairment expense during the three months ended June 30, 2026.

Loss (Gain) on sale

There was no material gain or loss on sale for the three months ended June 30, 2026 and three months ended March 31, 2026.

Gain on sale was $471.0 million for the six months ended June 30, 2025 related to the sale of the Jamaica business in May 2025.

No comparable transaction occurred during the six months ended June 30, 2026.

Goodwill impairment expense

During the three months ended December 31, 2025, we recognized an impairment of goodwill of $15.9 million in our Ships segment, primarily as a result of a reduction in forecasted cash flows following the sale of certain vessels to Energos.

There was no goodwill impairment expense recognized during the three months ended March 31, 2026 and 2025.

For the six months ended June 30, 2025, we recognized an impairment of goodwill of $582.2 million primarily as a result of (i) the significant increase in the weighted average cost of capital which reflected a higher company specific risk premium, and (ii) a reduction in forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects.There was no goodwill impairment expense recognized during the three months ended June 30, 2026, three months ended March 31, 2026, and six months ended June 30, 2026.

Interest expense

Interest expense decreased marginally by $6.0 million for the three months ended March 31, 2026 compared to the three months ended December 31, 2025, primarily due to lower outstanding debt resulting from the vessel sale transaction completed during the fourth quarter of 2025, with the decrease partially offset by higher interest expense incurred during continuance of events of default under certain of our debt agreements.

Interest expense decreased by $13.4 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The decrease was driven by lower outstanding debt resulting from the vessel sale transaction, and re payment of debt related to the Jamaica business.

The decreases were partly offset by higher interest expense resulting from the issuance of additional debt and higher interest rates.

Interest expense increased by $39.8 million for the three months ended June 30, 2026 compared to the three months ended March 31, 2026, and by $26.9 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

The key driver for the increase was the issuance of additional debt during the second quarter of 2026 and higher interest rates on certain existing debt obligations.

In addition, interest expense decreased by $18.6 million for the quarterly comparison and $27.1 million for the year-to-date comparison.

The reduction in capitalized interest was primarily attributable to the completion of the Barcarena Terminal in April 2026 and reduced capitalization associated with the FLNG 2 project.

For the year-to-date comparison, the reduction also reflected the impairment of certain projects during the second half of 2025, which reduced the amount of interest eligible for capitalization.

Other (income) expense, net

Other (income) expense, net was $(43.2) million, $5.9 million and $(63.9) million for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.

Other (income) expense for these periods primarily reflected remeasurement gains and losses on U.S.

dollar denominated debt held by our Brazil subsidiary, driven by fluctuations in the Brazilian Real relative to the U.S.

Dollar, as well as gains or losses from the fair value remeasurement of derivative contracts.

Other (income) expense, net was $1.2 million and $(43.2) million for the three months ended June 30, 2026 and March 31, 2026, respectively.

Other (income) expense, net was $(42.0) and (123.0) million for the six months ended June 30, 2026 and 2025, respectively.

Other (income) expense, net for these periods primarily reflected remeasurement gains and losses related to our operations in Mexico and Brazil, and gains or losses from the fair value remeasurement of foreign currency derivative contracts and contingent consideration arrangements.

Other income also included interest income, which was derived largely from the restricted cash related to our development projects in Brazil.

Loss on extinguishment of debt

The Company had no material extinguishment of debt for the three months ended March 31, 2026, December 31, 2025, and March 31, 2025 .

During the three and six months ended June 30, 2026, we recorded a total loss on extinguishment of debt of $4.3 million.

This included a $3.7 million loss related to the repayment of the Turbine Financing due July 2027 and a $0.6 million loss related to the repayment of the Brazil Bridge Term loan.

There was no loss on extinguishment of debt during the three months ended March 31, 2026.

During the six months ended June 30, 2025 , we reduced the available capacity under our Revolving Facility by $270.0 million and recognized $10.6 million of loss on extinguishment of debt representing the write-off of unamortized deferred financing costs.

We also recognized $5.9 million of loss on extinguishment of debt related to the repayment of the South Power Bonds in conjunction with closing the sale of our Jamaica Business.

Additionally, we made a partial repayment of the Term Loan A using proceeds from the sale and incurred a partial extinguishment loss of $3.8 million.

Tax provision

We recognized a tax provision for the three months ended March 31, 2026 of $31.5 million compared to a tax provision of $19.4 million for the three months ended December 31, 2025 and a tax provision of $26.1 million for the three months ended March 31, 2025.

The tax provision recognized in the first quarter of 2026 was primarily driven by estimated Pillar 2 expense, as well as, taxes on our foreign earnings in certain jurisdictions where we operate.

We recognized a tax benefit for the three months ended June 30, 2026 of $(8.0) million compared to a tax provision of $31.5 million for the three months ended March 31, 2026.

Our tax provision was $23.6 million and $36.5 million for the

six months ended June 30, 2026 and June 30, 2025, respectively.

The tax benefit recognized in the second quarter of 2026 was primarily driven by a decrease in estimated expense under the Organization for Economic Cooperation and Development's Pillar Two framework, as well as a decrease in the valuation allowance in certain of our foreign subsidiaries.

Factors Impacting Comparability of Our Financial Results

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Liquidity and Capital Resources

The following table summarizes the changes to our cash flows for the three months ended March 31, 2026 and 2025, respectively :

Three Months Ended March 31,

The following table summarizes the changes to our cash flows for the six months ended June 30, 2026 and 2025, respectively :

Six Months Ended June 30,

(in thousands of $) 2026 2025 Change

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Financing activities 497,393 (309,461) 806,854

Net decrease in cash, cash equivalents, and restricted cash $ (173,476) $ (163,164) $ (10,312)

Cash used in operating activities

Our cash flow used in operating activities was $118.9 million for the three months ended March 31, 2026, which increased by $111.7 million from cash used in operating activities of $7.2 million for the three months ended March 31, 2025.

Our net loss for the three months ended March 31, 2026, when adjusted for non-cash items, increased by $156.6 million from the three months ended March 31, 2025.

Cash outflows during the three months ended March 31, 2026 were impacted by significant professional and consulting fees relating to our capital restructuring process.

We have recognized reduced cash flows following the sale of our Jamaica Business in 2025.

Following the sale of the Jamaica business during 2025, we continue to incur operational and administrative costs that supported all of our operations.

Cash used in investing activities

Our cash flow used in investing activities was $43.6 million for the three months ended March 31, 2026, which decreased by $207.0 million from cash used in investing activities of $250.5 million for the three months ended March 31, 2025.

Cash flows used in investing activities during the three months ended March 31, 2026 were used primarily for capital expenditures for continued construction of the PortoCem Power Plant and the Puerto Sandino Facility, of which $5.0 million of these capital expenditures was paid significantly beyond our vendors customary payment terms, and as such, is presented as a financing activity.

Cash outflows for investing activities during the three months ended March 31, 2025 were used primarily for continued development of our onshore FLNG project and the construction of the PortoCem Power Plant.

Cash (used in) / provided by financing activities

Our cash flow used in financing activities was $11.0 million for the three months ended March 31, 2026, which increased by $105.6 million from cash provided by financing activities of $94.6 million for the three months ended March 31, 2025.

Cash flows used in financing activities during the three months ended March 31, 2026 were primarily used for capital expenditures paid significantly beyond our vendors customary payment terms.

During the three months ended March 31, 2025 we had total borrowings of $943.6 million, with such borrowings primarily used to fund continued development of the onshore FLNG project and for other corporate expenses .

Such borrowings were also used to repay the Barcarena Debentures in full .

We also repaid our Revolving Facility by $275.0 million.

Our cash flow used in operating activities was $278.2 million for the six months ended June 30, 2026, which decreased by $58.0 million from cash used in operating activities of $336.2 million for the six months ended June 30, 2025.

Our net loss for the six months ended June 30, 2026, when adjusted for non-cash item s , was $573.0 million and $316.8 million for the six months ended June 30, 2026 and 2025, respectively.

Cash outflows during the six months ended June 30, 2026 were impacted by significant professional and consulting fees relating to our capital restructuring process.

These outflows were partially offset by improved collections on outstanding receivables and as a result of liquidity constraints, we delayed certain interest payments, increasing accrued interest.

Cash used in / (provided by) investing activities

Our cash flow used in investing activities was $83.8 million for the six months ended June 30, 2026, which decreased by $536.4 million from cash provided by investing activities of $452.5 million for the six months ended June 30, 2025.

Cash flows used in investing activities during the six months ended June 30, 2026 were used primarily for capital expenditures for continued construction of the PortoCem Power Plant and Puerto Sandino Facility, of which $16.1 million of these capital expenditures was paid significantly beyond our vendors customary payment terms, and as such, is presented as a financing activity.

Cash flows from investing activities during the six months ended June 30, 2025 were primarily from proceeds of $949.5 million from the sale of the Jamaica Business.

Cash inflows were offset by cash outflows for continued construction of the PortoCem Power Plant.

Cash provided by / (used in) financing activities

Our cash flow provided by financing activities was $497.4 million for the six months ended June 30, 2026, which increased by $806.9 million from cash used in financing activities of $(309.5) million for the six months ended June 30, 2025.

Cash flows provided by financing activities during the six months ended June 30, 2026 were primarily from proceeds on borrowings of debt of $1.2 billion, with cash outflows partially offset by $674.2 million of repayments.

We received $885.0 million of proceeds under the New Brazil Notes, primarily used to repay existing debt.

Additionally, we received $265.8 million of proceeds from the sale of certain turbine assets, which was classified as cash flows provided by financing activities as the transaction was accounted for as a failed sale and leaseback.

We used the proceeds to repay existing debt and to provide additional liquidity.

We also received $50.0 million of proceeds from the Brazil Bridge Term Loan, which was repaid using the proceeds from the New Brazil Notes.

During the six months ended June 30, 2025 we had total borrowings of $1.3 billion, a portion of which were used to repay the Barcarena Debentures in full .

We also repaid our Revolving Facility and repaid our short-term borrowings under repurchase agreements, prior to drawing on these facilities.

In conjunction with closing the sale of the Jamaica Business, we repurchased all outstanding South Power Bonds for $227.1 million.

Contractual Obligations

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A portion of our long-term debt obligations will be paid to Energos under charters of vessels included in the Energos Formation Transaction to third parties.

The residual value of these vessels also forms a part of the obligation and will be recognized as a bullet payment at the end of the charters.

The residual value of these vessels also forms a part of the obligation and will be

recognized as a bullet payment at the end of the charters.

As neither these third-party charter payments nor the residual value of these vessels represent cash payments due by NFE, such amounts have been excluded from the table above.

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Following the completion of the Restructuring Transaction, we do not plan to incur significant capital expenditures to develop FLNG 2.

We are in active discussions with third parties to co-develop FLNG 2, which is expected to take

approximately 24 months to complete from the time our partner is engaged.

We are in active discussions with third parties to co-develop FLNG 2, which is expected to take approximately 24 months to complete from the time our partner is engaged.

Estimated cost to complete is uncertain and is dependent upon final design and engineering, but we currently expect the remaining cost to be between $750.0 million and $1,500.0 million.

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There have been no significant changes to the terms of our outstanding debt, covenant requirements or payment obligations, other than described below.

EB-5 Loan Agreement

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 $22.5 million, with an interest rate of 7.0% per annum, with the option to pay interest in kind, and that matures on December 31, 2029.

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 $195.6 million of letters of credit outstanding under the Letter of Credit Facility.

PortoCem Financings

On May 10, 2026, the Company did not provide the $79.1 million bank guarantee that was due to the holders under the PortoCem Debentures (as defined in the Company's Annual Report on Form 10-K).

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.

On May 10, 2026, the Company did not provide the $79.1 million 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.

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 $70.0 million into the PortoCem power plant project by August 21, 2026 as well as an additional supplementary guarantee of $59.1 million 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 $265.9 million 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 the 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 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 .

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 $50.0 million (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 was repaid in full on June 22, 2026, with the proceeds from the issuance of the New Brazil Notes.

New Brazil Notes

On June 22, 2026, NFE Brazil Financing Limited, an indirect subsidiary of NFE, completed a private offering of senior secured notes due 2029 and issued $973.5 million 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 $477.1 million was used to repay the Brazil Bridge Term Loan and the Brazil Financing Notes (as defined in the Company's Annual Form 10-K).

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.

Critical Accounting Policies and Estimates

A complete discussion of our critical accounting policies and estimates is included in our Annual Report.

As of March 31, 2026 , there have been no significant changes to our critical accounting estimates since our Annual Report.

As of June 30, 2026 , there have been no significant changes to our critical accounting estimates since our Annual Report.

Recent Accounting Standards

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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 2. Management’s Discussion and Analysis