Excelerate Energy, Inc.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Form 10-Q and included in the 2023 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the 2023 Annual Report, this Form 10-Q and our other filings with the SEC. Please also see the section titled “Forward-Looking Statements.”

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Form 10-Q and included in the 2024 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the 2024 Annual Report, this Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”). Please also see the section titled “Forward-Looking Statements.”

Previous wording

Excelerate is changing the way the world accesses cleaner and more reliable energy by delivering regasified natural gas, which benefits hundreds of millions of people around the world. From our founding, we have focused on providing flexible liquefied natural gas (“LNG”) solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source. At Excelerate, we believe that access to energy sources such as LNG is critical to assisting markets in their decarbonization efforts, while at the same time promoting economic growth and improving quality of life.

Current wording

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) offers liquified natural gas (“LNG”) solutions, providing integrated services along the LNG value chain. We offer a full range of services, including floating storage and regasification units (“FSRUs”), LNG import infrastructure development and LNG and natural gas supply. From our founding, we have focused on providing LNG solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source. At Excelerate, we believe that access to energy sources such as LNG is critical to assisting markets with enhancing energy security and advancing their decarbonization efforts.

Previous wording

Our business focuses on the integration of natural gas-to-power in the LNG value chain, and as part of this value chain, we operate at regasification terminals that utilize our FSRU fleet to serve economies throughout the world. Our business is substantially supported by time charter and terminal use contracts, which are effectively long-term, take-or-pay arrangements and provide consistent revenue and cash flow from our high-quality customer base. As of September 30, 2024, we operate a fleet of ten purpose-built FSRUs, have completed more than 2,900 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 7,100 billion cubic feet of natural gas through 16 LNG regasification terminals. For the three months ended September 30, 2024 and 2023, we generated revenues of $150.1 million and $133.2 million, respectively, from our FSRU and terminal services businesses, representing approximately 78% and 48% of our total revenues for each of those periods.

Current wording

Our business focuses on the integration of natural gas-to-power in the LNG value chain, and as part of this value chain, we operate at regasification terminals that utilize our FSRU fleet to serve economies throughout the world. Our business is substantially supported by time charter and terminal use contracts, which are effectively long-term, take-or-pay arrangements and provide consistent revenue and cash flow from our high-quality customer base. As of March 31, 2025, we operate a fleet of 10 purpose-built FSRUs, and since we began operations, we have completed more than 3,000 ship-to-ship transfers of LNG with over 50 LNG operators and have safely delivered more than 7,400 billion cubic feet of natural gas through 16 LNG regasification terminals. We expect to bring online Hull 3407, our newbuild FSRU currently being constructed by Hyundai Heavy Industries in South Korea, in 2026 to support our fleet expansion plans and to meet the growing need for floating regasification capacity. For the three months ended March 31, 2025 and 2024, we generated revenues of $148.4 million and $157.0 million, respectively, from our FSRU and terminal services businesses, representing approximately 47% and 78% of our total revenues for each of those periods.

Previous wording

Our business spans the globe, with regional office presences in 11 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Pakistan, the United Arab Emirates (“UAE”), and the United States. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland and the UAE, one of the largest providers of regasified LNG capacity in Brazil and Pakistan, and we operate the largest floating storage and regasification unit (“FSRU”) in Brazil. We intend to continue marketing natural gas and LNG, both of which offer a cleaner energy source from which power can be generated consistently, in the markets where we operate. The high value our customers place on our services has resulted in a reliable source of revenues to us. For the three months ended September 30, 2024, we generated revenues of $193.4 million, net income of $45.5 million and Adjusted EBITDA of $92.3 million. For the three months ended September 30, 2023, we generated revenues of $275.5 million, net income of $46.5 million and Adjusted EBITDA of $106.9 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

Current wording

Our business spans the globe, with regional presences in 11 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Pakistan, the United Arab Emirates (“UAE”), and the United States. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland and the UAE. We are also one of the largest providers of regasified LNG in Brazil, where we operate the largest FSRU, and Pakistan, where we have regasified more LNG than any other provider in the past 10 years. Our business strategy includes marketing natural gas and LNG, both of which offer a cleaner energy source from which power can be generated consistently, through our infrastructure assets in the markets where we operate. The high value our customers place on our services has resulted in a reliable source of revenues to us. For the three months ended March 31, 2025, we generated revenues of $315.1 million, net income of $52.1 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $100.4 million. For the three months ended March 31, 2024, we generated revenues of $200.1 million, net income of $28.1 million and Adjusted EBITDA of $75.4 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

Previous wording

We also procure LNG from major producers and sell natural gas through our flexible LNG terminals. For the three months ended September 30, 2024 and 2023 we generated revenues of $43.3 million and $142.3 million, respectively, from LNG and natural gas sales, representing approximately 22% and 52% of our total revenues for each of those periods. We believe that the commercial momentum that we have established in recent years and the increasing need for access to LNG around the world have resulted in a significant portfolio of new growth opportunities for us to pursue. In addition to our FSRU and terminal services businesses and LNG and natural gas sales, we plan to expand our business through investments in organic and inorganic commercial opportunities. We are evaluating and pursuing early-stage projects with opportunities in South Asia, Asia Pacific, Latin America, Europe, and the Middle East.

Current wording

We also procure LNG from major producers and sell natural gas through our LNG terminals. For the three months ended March 31, 2025 and 2024, we generated revenues of $166.7 million and $43.1 million, respectively, from LNG and natural gas sales, representing approximately 53% and 22% of our total revenues for each of those periods. We believe that the commercial momentum that we have established in recent years and the increasing need for access to LNG around the world have resulted in a significant portfolio of new growth opportunities for us to pursue. In addition to our FSRU and terminal services businesses and LNG and natural gas sales, we plan to expand our business through investments in LNG import and related infrastructure.

Previous wording

We incur significant equipment costs in connection with the operation of our business, including capital equipment recorded as property and equipment, net on our balance sheets and related depreciation and amortization on our income statement. In addition, we incur repair and maintenance and leasing costs related to our property and equipment utilized both in our FSRU and terminal services and gas sales. Property and equipment and other assets include costs incurred for our fleet of FSRUs and terminal assets, including capitalized costs related to drydocking activities. Generally, we are required to drydock each of our vessels every five years, but vessels older than 15 years of age require a shorter duration drydocking or in-place bottom survey every two and a half years.

Current wording

We incur significant equipment costs in connection with the operation of our business, including capital equipment recorded as property and equipment, net on our balance sheets and related depreciation and amortization on our income statement. In addition, we incur repair and maintenance and leasing costs related to our property and equipment utilized both in our FSRU and terminal services and gas sales. Property and equipment and other assets include costs incurred for our fleet of FSRUs and terminal assets, including capitalized costs related to drydocking activities. We are required to drydock our vessels periodically for maintenance and in accordance with applicable international regulations.

Previous wording

Selling, general and administrative expenses (“SG&A”) consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. SG&A also consists of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses.

Current wording

Selling, general and administrative expenses consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. Selling, general and administrative expenses also consists of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses.

Previous wording

Adjusted EBITDA was $92.3 million for the three months ended September 30, 2024, a decrease of $14.6 million, as compared to $106.9 million for the three months ended September 30, 2023. Adjusted EBITDA was lower primarily due to the transition of Sequoia to a TCP agreement in the first quarter of 2024 ($6.8 million), higher selling, general and administrative expenses primarily due to business development activities ($4.3 million), a decrease in revenue related to 2023 seasonal service in Argentina ($3.8 million), and a decrease in other gas sales opportunities ($3.5 million), partially offset by higher interest income received on cash balances invested in money market funds ($1.3 million).

Current wording

Adjusted EBITDA was $100.4 million for the three months ended March 31, 2025, an increase of $25.0 million, as compared to $75.4 million for the three months ended March 31, 2024. Adjusted EBITDA was higher primarily due the drydocking of Summit LNG and Excellence in the first three months of 2024 ($18.4 million), an increase in gas sales opportunities ($4.4 million), a decrease in personnel costs in Argentina ($3.8 million), and a decrease in foreign exchange losses ($1.3 million).

Previous wording

Cost of revenue and vessel operating expenses was $45.4 million for the three months ended September 30, 2024, a decrease of $3.8 million, as compared to $49.2 million for the three months ended September 30, 2023. The decrease in cost of revenue and vessel operating expenses was primarily due to lower expenses in Brazil as a result of transitioning to a TCP agreement in the first quarter of 2024, partially offset by increased personnel costs in Argentina.

Current wording

Cost of revenue and vessel operating expenses was $41.9 million for the three months ended March 31, 2025, a decrease of $28.7 million, as compared to $70.6 million for the three months ended March 31, 2024. The decrease in cost of revenue and vessel operating expenses was primarily due to drydock costs on Summit LNGin the first quarter of 2024 and decreased personnel costs in Argentina.

Previous wording

Depreciation and amortization expenses were $23.0 million for the three months ended September 30, 2024, a decrease of $10.2 million, as compared to $33.2 million for the three months ended September 30, 2023. Depreciation and amortization decreased primarily due to the update to our useful life assumptions and extended commissioning time on our power barge assets in Albania during 2023.

Current wording

Depreciation and amortization expenses were $21.6 million for the three months ended March 31, 2025, a decrease of $1.3 million, as compared to $22.9 million for the three months ended March 31, 2024. Depreciation and amortization decreased primarily due to the extended commissioning time on our power barge assets in Albania during 2024.

Previous wording

Selling, general and administrative expenses were $23.8 million for the three months ended September 30, 2024, an increase of $4.3 million, as compared to $19.5 million for the three months ended September 30, 2023. Selling, general and administrative expenses increased primarily due to business development activities.

Current wording

Selling, general and administrative expenses were $21.4 million for the three months ended March 31, 2025, a decrease of $0.2 million, as compared to $21.6 million for the three months ended March 31, 2024. Selling, general and administrative expenses were essentially flat.

Previous wording

Interest expense was $11.7 million for the three months ended September 30, 2024, a decrease of $2.2 million, as compared to $13.9 million for the three months ended September 30, 2023. Interest expense decreased primarily due to lower balances on our loans.

Current wording

Interest expense was $11.1 million for the three months ended March 31, 2025, a decrease of $1.0 million, as compared to $12.1 million for the three months ended March 31, 2024. The decrease was due to lower balances remaining on our finance leases and long-term debt and decreases in interest rates.

Previous wording

Other income, net was $6.5 million for the three months ended September 30, 2024, an increase of $1.2 million, as compared to $5.3 million for the three months ended September 30, 2023. The increase was primarily due to higher interest income received on cash balances invested in money market funds.

Current wording

Other income, net was $6.2 million for the three months ended March 31, 2025, an increase of $1.2 million, as compared to $5.0 million for the three months ended March 31, 2024. The increase was primarily due to a decrease in foreign exchange losses.

Previous wording

The provision for income taxes for the three months ended September 30, 2024 and 2023 was $6.2 million and $8.2 million, respectively. For the nine months ended September 30, 2024 and 2023, the provision for income taxes was $20.5 million and $25.5 million, respectively. The decrease was primarily attributable to the year-over-year change in the amount and geographical distribution of income.

Current wording

The provision for income taxes for the three months ended March 31, 2025 and 2024 was $6.0 million and $6.9 million, respectively. The decrease was primarily attributable to the year-over-year change in the geographical distribution of income.

Previous wording

The effective tax rate for the three months ended September 30, 2024 and 2023 was 11.9% and 15.0%, respectively. For the nine months ended September 30, 2024 and 2023, the effective tax rate was 16.1% and 19.3%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Current wording

The effective tax rate for the three months ended March 31, 2025 and 2024, was 10.4% and 19.7%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Previous wording

The Company has international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, its effective income tax rate is dependent on many factors, including the Company’s geographical distribution of income, a rate benefit attributable to the portion of the Company’s earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions. In one jurisdiction, the Company’s tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.

Current wording

We have international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, its effective income tax rate is dependent on many factors, including the geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions. In one jurisdiction, our tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.

Previous wording

Net income attributable to non-controlling interest was $36.6 million for the three months ended September 30, 2024, an increase of $4.0 million, as compared to $32.6 million for the three months ended September 30, 2023. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock.

Current wording

Net income attributable to non-controlling interest was $40.7 million for the three months ended March 31, 2025, an increase of $18.9 million, as compared to $21.8 million for the three months ended March 31, 2024. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock.

Previous wording

Based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in our Dividend and Distribution Policy in the 2023 Annual Report. For more information regarding our planned dividend payments, see Note 11 – Equity. As of September 30, 2024, we had $608.4 million in unrestricted cash and cash equivalents.

Current wording

Based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy in the 2024 Annual Report. For more information regarding our planned dividend payments, see Note 11 – Equity. As of March 31, 2025, we had $619.5 million in unrestricted cash and cash equivalents.

Previous wording

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which decreased by $250.6 million for the nine months ended September 30, 2024, as compared to the same period in 2023. The decrease was primarily due to the 2023 purchase of Sequoia and 2023 vessel upgrades made on Exemplar ahead of beginning service at the Inkoo Terminal in Finland, partially offset by upgrades on Excelsior in 2024.

Current wording

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which increased by $31.4 million for the three months ended March 31, 2025, as compared to the same period in 2024. The increase was primarily due to the 2025 milestone payment under the Newbuild Agreement (as defined herein).

Previous wording

Cash flows used in financing activities increased by $284.3 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily due to the proceeds of $250.0 million received from the Term Loan Facility in 2023, $27.2 million in cash paid under the Share Repurchase Program in 2024, an $11.4 million increase in repayments on long-term debt, and a $2.1 million decrease in contributions received from our minority owner related to the Albania Power Project, partially offset by payments of $7.3 million for debt issuance costs in 2023.

Current wording

Cash flows used in financing activities decreased by $0.1 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, primarily due to $8.4 million in cash paid for share repurchases in 2024, partially offset by increased distributions to our stockholders as a result of increasing the dividend from $0.025 per share to $0.06 per share in the third quarter of 2024, a $2.1 million increase in repayments on long-term debt and finance leases and payments of $0.8 million for debt issuance costs in 2025.

Previous wording

On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank,

Current wording

On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver, as amended by the Amended Credit Agreement, the “EE Facilities”). The EE

Previous wording

N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver, as amended by the Amended Credit Agreement, the “EE Facilities”). The EE Facilities mature in March 2027. In April 2023, Excelerate purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.

Current wording

Facilities mature in March 2027. In April 2023, we purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.

Previous wording

Borrowings under the EE Facilities bear interest at a per annum rate equal to the term SOFR reference rate for such period plus an applicable margin, which applicable margin is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitments is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio.

Current wording

Borrowings under the EE Facilities bear interest at a per annum rate equal to the term Secured Overnight Financing Rate (“SOFR”) reference rate for such period plus an applicable margin, which applicable margin is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitment is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio.

Previous wording

As of September 30, 2024, the Company had issued $0.1 million in letters of credit under the EE Revolver. As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $349.9 million of undrawn capacity was available for additional borrowingsas of September 30, 2024.

Current wording

As of March 31, 2025, we had issued less than $0.1 million in letters of credit under the EE Revolver. As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $350.0 million of undrawn capacity was available for additional borrowingsas of March 31, 2025.

Previous wording

As of September 30, 2024, the Company was in compliance with the covenants under its debt facilities.

Current wording

As of March 31, 2025, we were in compliance with the covenants under our debt facilities.

Previous wording

We lease a terminal and offices in various locations under noncancelable operating leases. As of December 31, 2023, we had future minimum lease payments totaling $7.3 million. As of September 30, 2024, we had future minimum lease payments totaling $6.1 million and are committed to $0.5 million in year one, $3.2 million for years two and three, $1.9 million for years four and five and $0.4 million thereafter.

Current wording

We lease offices in various locations under noncancelable operating leases. As of December 31, 2024, we had future minimum lease payments totaling $5.6 million. As of March 31, 2025, we had future minimum lease payments totaling $5.5 million and are committed to $1.3 million in year one, $2.6 million for years two and three, $1.5 million for years four and less than $0.1 million thereafter.

Previous wording

Certain enforceable vessel charters and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2023, we had future minimum lease payments totaling $274.1 million. As of September 30, 2024, we had future minimum lease payments totaling $248.8 million and are committed to $8.3 million in payments in year one, $66.5 million for years two and three, $60.8 million for years four and five and $113.2 million thereafter.

Current wording

Certain enforceable vessel charters and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2024, we had future minimum lease payments totaling $240.4 million. As of March 31, 2025, we had future minimum lease payments totaling $232.1 million and are committed to $24.9 million in payments in year one, $66.5 million for years two and three, $55.2 million for years four and five and $85.6 million thereafter.

Previous wording

In October 2022, we signed a binding shipbuilding contract (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new FSRU to be delivered in 2026. As part of and related to the Newbuild Agreement, our milestone payments are due in installments with the final installment due concurrently with the delivery of the vessel, which is expected in 2026. In the fourth quarter of 2024, we made a milestone payment of approximately $50 million, leaving approximately $260 million in remaining spend. Our near-term payment commitments related to the Newbuild Agreement are expected to be approximately $30 million in the first quarter of 2025 and $20 million in the second quarter of 2025, with the remainder due beyond the next twelve months.

Current wording

In October 2022, we signed a binding shipbuilding contract (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new FSRU to be delivered in 2026. As part of and related to the Newbuild Agreement, our milestone payments are due in installments with the final installment due concurrently with the delivery of the vessel, which is expected in 2026. In the fourth quarter of 2024 and first quarter of 2025, we made milestone payments of approximately $50 million and $30 million, respectively, leaving approximately $230 million in remaining spend. Our near-term payment commitments related to the Newbuild Agreement are expected to be approximately $20 million in the second quarter of 2025, with the remainder due beyond the next twelve months.

Previous wording

In April 2022, we entered into the TRA with Excelerate Energy Holdings, LLC (“EEH”) and the George Kaiser Family Foundation (the “Foundation” and, together with EEH, the “TRA Beneficiaries”). The TRA will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that exist as of the time of the IPO or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA. As a result of the Share Repurchase Program, our expected payments under the TRA decreased by $6.0 million for the nine months ended September 30, 2024.

Current wording

In April 2022, we entered into the TRA with Excelerate Energy Holdings, LLC (“EEH”) and the George Kaiser Family Foundation (the “Foundation” and, together with EEH, the “TRA Beneficiaries”). The TRA will provide for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that existed as of the time of our Initial Public Offering or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA.

Previous wording

In February 2023, we executed a 20-year LNG sale and purchase agreement with Venture Global LNG (the “Venture Global SPA”). Under the Venture Global SPA, we will purchase 0.7 MTPA of LNG on a free-on-board basis from the Plaquemines Phase 2 LNG facility in Plaquemines Parish, Louisiana. Our purchase commitment will be based on the final settlement price of monthly Henry

Current wording

In February 2023, we executed a 20-year LNG sale and purchase agreement (“SPA”) with Venture Global LNG. Under the agreement, we will purchase 0.7 MTPA of LNG on a free-on-board basis from the Plaquemines Phase 2 LNG facility in Plaquemines Parish, Louisiana. Our purchase commitment will be based on the final settlement price of monthly Henry Hub natural gas futures contracts plus a contractual spread. The start of this commitment, however, is dependent on the second phase of the LNG facility becoming operational, which is not expected in the next 12 months.

Previous wording

In January 2024, we executed a 15-year sale and purchase agreement with QatarEnergy (the “QatarEnergy SPA”). Under the QatarEnergy SPA, we have agreed to purchase LNG from QatarEnergy beginning in 2026. QatarEnergy will deliver 0.85 MTPA of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. Our purchase commitment will be based on a three-month average of Brent Crude prices for the months immediately preceding each delivery, times a fixed percentage. These LNG volumes are intended to be used to supply sales under the Petrobangla SPA.

Current wording

In January 2024, we executed a 15-year SPA with QatarEnergy. Under the agreement, we have agreed to purchase LNG from QatarEnergy beginning in 2026. QatarEnergy will deliver 0.85 MTPA of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. Our purchase commitment will be based on a three-month average of Brent Crude prices for the months immediately preceding each delivery, multiplied by a fixed percentage. These LNG volumes are intended to be used to supply sales under the SPA we have with Petrobangla.

Previous wording

In the third quarter of 2024, Excelerate signed medium-term agreements for LNG purchases and sales in one of the Atlantic Basin regions in which we do business. Over the term of these agreements, we will purchase and sell approximately 0.65 million tonnes of LNG, the pricing of which will be based on a major European natural gas index. We expect that, under these agreements, the first purchase will be made during the fourth quarter of 2024.

Current wording

In the third quarter of 2024, we signed a medium-term agreement for LNG purchases in one of the Atlantic Basin regions in which we do business. Over the term of this agreement, we will purchase approximately 0.65 million tonnes of LNG, the pricing of which will be based on TTF. The first purchase under this agreement was made during the fourth quarter of 2024.