Excelerate Energy, Inc.

There have been no material changes from the risk factors previously disclosed in “Risk Factors” included in the 2024 Annual Report, except as disclosed below:

Risks Related to the Pending Acquisition

The equity and asset purchase agreement (the “Purchase Agreement”) between Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership, and Atlantic Energy Holdings LLC, a Delaware limited liability company (the “Seller”) and New Fortress Energy Inc., a Delaware corporation (“NFE,” and together with Seller, the “NFE Parties”), pursuant to which EELP will acquire the NFE Parties’ business in Jamaica (the “Business”) from the NFE Parties (the “Pending Acquisition”) may not be consummated as anticipated, or at all, which could have an adverse impact on our future business and operations and our cash available for distribution.

The Pending Acquisition is expected to close in the second quarter of 2025 and is subject to customary closing conditions. Satisfaction of many of these conditions is beyond our control. If these conditions are not satisfied or waived, the Pending Acquisition will not be completed. Certain of the conditions that remain to be satisfied include, but are not limited to:

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the continued accuracy of the representations and warranties contained in the Purchase Agreement;

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the performance by each party of its respective obligations under the Purchase Agreement;

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the absence of any legal proceeding or order by a governmental authority restraining, enjoining or otherwise prohibiting the Pending Acquisition;

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the consummation of certain pre-closing restructuring transactions by the NFE Parties;

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the receipt by the NFE Parties of certain third-party consents related to the Pending Acquisition;

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the absence of a material adverse effect on the results of operations or financial condition of the interest to be acquired in the Pending Acquisition;

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the execution of certain agreements and delivery of certain documents related to the consummation of the Pending Acquisition, including payoff letters; and

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delivery of certain audited and interim historical financial statements of the Business.

Most of these conditions are not within our control, and we cannot predict when or if these conditions will be satisfied. There is no guarantee that the Pending Acquisition will close in the second quarter of 2025, or at all. The Purchase Agreement provides for an outside date of July 24, 2025 (as may be extended by the parties pursuant to the Purchase Agreement to August 25, 2025) for the completion of the Pending Acquisition, beyond which the Purchase Agreement may be terminated by either party. Failure to complete the Pending Acquisition or any delays in completing the Pending Acquisition could have an adverse impact on our future business and operations and our cash available for distribution and could negatively impact the price of our Class A Common Stock.

Failure to successfully combine our business with the Business to be acquired in the Pending Acquisition, or an inaccurate estimate by us of the benefits to be realized from the Pending Acquisition, may adversely affect our future results.

The Pending Acquisition involves potential risks, including:

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the failure to realize expected profitability, growth or accretion;

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environmental or regulatory compliance matters or liabilities;

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title or permit issues;

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the diversion of management’s attention from our existing business;

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the incurrence of substantial expenses;

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the incurrence of significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and

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the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.

The expected benefits from the Pending Acquisition may not be realized if our estimates of the potential revenues associated with the interests to be acquired by us in the Pending Acquisition, the expected accretion to our earnings per share or increase to our operating cash flow are materially inaccurate or if we fail to identify operating problems or liabilities associated with the Business prior to closing. The accuracy of our estimates of the potential take-or-pay direct margin generated by the Business is inherently uncertain. Although we have conducted due diligence in connection with the Pending Acquisition, we cannot assure you that this diligence will surface all material issues that may arise as a result of the consummation of the Pending Acquisition. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If problems are identified after closing of the Pending Acquisition, the Purchase Agreement provides for limited recourse against the NFE Parties.

Difficulties in integrating the Business into the Company may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns; the diversion of resources to integration processes; the retention of key management and other employees; the retention of existing business and operational relationships, including customers, suppliers and other counterparties; the attraction of new business and operational relationships; the possibility of faulty assumptions underlying expectations regarding integration processes and associated expenses; the elimination of duplicative corporate or operational processes; potential limitations placed on our business by regulatory authorities; the possibility that a failure to successfully integrate the Business into our internal control over financial reporting could compromise the integrity of our financial reporting; as well as unanticipated issues in integrating certain systems. An inability to realize the full extent of the intended benefits of the Pending Acquisition, and any delays encountered in the integration process, could have an adverse effect on our revenues and level of expenses and results of operations. In addition, the integration may result in additional or unforeseen expenses. Although we expect the strategic benefits and additional operating cash flow to offset incremental transaction-related costs over time, if we are not able to adequately and effectively address integration challenges, we may be unable to successfully integrate operations or realize anticipated benefits of the integration of the Business.

If we consummate the Pending Acquisition and if any of these risks or unanticipated liabilities or costs were to materialize, any desired benefits of the Pending Acquisition may not be fully realized, if at all, and our future financial performance, results of operations and cash available for distribution could be negatively impacted.

We may not be able to generate sufficient cash to service all of our indebtedness, including the 2030 Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or refinance our debt obligations, including the 2030 Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the 2030 Notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the 2030 Notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The Amended Credit Agreement and the Indenture will restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

In addition, we are a holding company and conduct our operations through our subsidiaries, certain of which will not be guarantors of the 2030 Notes or our other indebtedness. In relation to our debt that is repayable with a “balloon” payment on maturity (such as the 2030 Notes), our ability to make such payments at maturity will depend upon our ability to generate sufficient cash from operations, obtain additional equity or debt financing or sell assets. Accordingly, repayment of our indebtedness, including the 2030 Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the 2030 Notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the 2030 Notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the 2030 Notes. Each subsidiary is a distinct legal entity, and under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the Indenture and the Amended Credit Agreement will limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the 2030 Notes.

If we cannot make scheduled payments on our debt, we will be in default and holders of the 2030 Notes could declare all outstanding principal and interest to be due and payable, the lenders under the EE Facilities could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.