Excelerate Energy, Inc.

eral business information

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Excelerate was incorporated in 2021 as a Delaware corporation and formed as a holding company to own, as its sole material asset, a controlling equity interest in Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership formed in 2003 by George B. Kaiser (together with his affiliates other than the Company, “Kaiser”). Because Excelerate operates and controls all of EELP’s business and affairs, the Company consolidates the financial results of EELP. As of December 31, 2025, Kaiser owned directly or indirectly approximately 71.9% of the ownership interests in EELP. The remaining 28.1% of the ownership interests were held by the Company as of December 31, 2025.

Basis of Presentation

These consolidated financial statements and related notes include the assets, liabilities and results of operations of Excelerate and its consolidated subsidiaries and have been prepared in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”). All transactions among Excelerate and its consolidated subsidiaries have been eliminated in consolidation. In management’s opinion, all adjustments necessary for a fair statement are reflected. Certain amounts in prior periods have been reclassified to conform to the current year presentation.

Summary of significant accounting policies

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include useful lives of property and equipment and intangible assets, asset retirement obligations, and the allocation of the transaction price to performance obligations and lease components. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

During the fourth quarter of 2023, the Company performed a review of the estimated useful lives of its floating regasification terminals. As a relatively new asset class, being first built in 2005, the Company initially estimated a useful life of 30 years with no salvage value. As the terminals approach almost 20 years of life, there has been improved visibility into the expected term of floating regasification terminal productive capabilities, demand, and salvage potential. As a result, the Company changed the useful lives of its floating regasification terminals to 40 years and added an estimated salvage value. This change in accounting estimate resulted in a decrease in depreciation expense of$6.0 million, an increase in net incomeof $5.7 million, and an increase to both basic and diluted earnings per share of $0.04 for the year ended December 31, 2023.

Consolidation

The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company eliminates all significant intercompany accounts and transactions in consolidation. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interests.

Investments in equity method investee

All investments of which the Company owns 20% to 50%, exercises significant influence over operating and financial policies, and does not consolidate are accounted for using the equity method. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company evaluates its equity method investments for impairment when events or circumstances indicate that the carrying values of such investments may have experienced an other-than-temporary decline in value below their carrying values. If an equity method investment experiences an other-than-temporary decline in value and if the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Company's consolidated statements of income.

In June 2018, the Company acquired a 45% interest in Nakilat Excelerate LLC, its equity method investment (the “Nakilat JV”), which is recorded using the equity method. For theyears ended December 31, 2025, 2024 and 2023, the Company’s share of net earnings in the Nakilat JV were$2.3 million,$2.2 million and$0.9 million, respectively.

Non-controlling interest

Non-controlling interest is primarily comprised of Kaiser’s 71.9% ownership interest in EELP. In addition, it is also comprised of third-party equity interests in two of the Company’s other consolidated subsidiaries: 1) a 20% interest in Excelerate Energy Bangladesh LLC and 2) a 10% interest in Excelerate Albania Holding Sh.p.k. Net income attributable to non-controlling interests represents the Company’s net income (loss) that is not allocable to Excelerate shareholders.

Foreign currency transactions and translation

The consolidated financial statements are presented in U.S. dollars, which is the Company’s reporting currency and the functional currency for all but one of the Company’s consolidated subsidiaries. The Company has one subsidiary that uses the euro as its functional currency.

For all international entities, foreign currency transactions are translated into U.S. dollars, using exchange rates at the dates of the transactions or using the average exchange rate prevailing during the period. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of income in other income, net. Foreign exchange gains/(losses) amounted to$(0.5) million,$(3.5) million and$(4.1) million for the years ended December 31, 2025, 2024 and 2023, respectively.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place in either the principal market for the asset or liability, or, in the absence of a principal market, in the most advantageous market for the asset or liability. The Company utilized market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation techniques. The Company uses estimates that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The Company categorizes its fair value estimates for all assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements using a fair value hierarchy based on the transparency of inputs used to measure fair value.

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs include quoted prices for similar assets and liabilities in active markets and inputs, that are observable either directly or indirectly for substantially the full term of the contract; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on hand, demand deposits, and other short-term highly liquid investments with original maturities of three months or less. Cash not available for general use by the Company due to loan restrictions is classified as restricted cash.

Restricted cash is cash restricted due to terms in certain debt agreements and is to be used to service the debt and for certain designated uses including payment of working capital, operations, and maintenance related expenses. Distributions of maintenance related expenses are subject to “waterfall” provisions that allocate cash flows from revenues to specific priorities of use in a defined order before equity distributions can be made in compliance with other debt service requirements. To the extent that restrictions on cash extend beyond one year, the Company has classified those balances as non-current in the accompanying consolidated balance sheets.

Derivative financial instruments

Derivative instruments are initially recorded at fair value as either assets or liabilities in the consolidated balance sheets and are subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. To be considered a derivative, an agreement needs to have a notional and an underlying, require little or no initial net investment and can be net settled. The method of recognizing the changes in fair value is dependent on whether the contract is designated as a hedging instrument and qualifies for hedge accounting. The changes in the fair values of derivative instruments that are not designated or that do not qualify for hedge accounting are recognized in other income, net, in the consolidated statements of income.

The Company uses interest rate swaps to manage its exposure to adverse fluctuations in interest rates by converting a portion of its debt from a floating rate to a fixed rate. The maximum length of time over which the Company is hedging the exposure to the variability in future cash flows is based on the duration of the loans. The interest rate swaps have been designated as cash flow hedges. The Company has formally documented the hedge relationships, including identification of the hedging instruments and the hedged items, as well as the risk management objectives and strategies for undertaking the hedge transactions. Effectiveness is evaluated using regression analysis at inception and over the course of the hedge as required, unless the hedge is designated utilizing the shortcut method. The interest rate swaps are recorded in the consolidated balance sheets on a gross basis at fair value.

For such designated cash flow hedges, the gain or loss resulting from fair value adjustments on cash flow hedges are recorded in accumulated other comprehensive income. In the periods when the hedged items affect earnings, the associated fair value changes on the hedging derivatives are transferred from total equity to interest expense, net in the consolidated statements of income. The Company performs periodic assessments of the effectiveness of the derivative contracts designated as hedges, including the possibility of counterparty default. Changes in the fair value of derivatives that are designated and qualify as hedges are recognized in other comprehensive income.

Accounts receivable

Accounts receivable is presented net of the allowance for doubtful accounts on the consolidated balance sheets. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable based on age of accounts past due, historical write-off experience and customer economic data. The Company has a limited number of customers and continuously reviews amounts due. Account balances are charged off against the allowance when management believes that the receivable will not be recovered.

The allowance for doubtful accounts was$1.0 million and$0.2 million as of December 31, 2025 and 2024, respectively.

Inventories

LNG and natural gas inventories are recorded at the lower of cost or net realizable value, which is the known or estimated selling price less cost to sell. Cost for inventories is calculated using the first-in-first-out (FIFO) method and is comprised of the purchase price and other directly related costs. At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell, and an impairment loss is recognized in the consolidated statements of income. No impairment was recorded during the years ended December 31, 2025 and 2024. For the year ended December 31, 2023, the Company recorded a lower of cost or net realizable value write-down of$1.0 million, which is included in cost of LNG, gas and power on its consolidated statements of income.

Capitalization of costs incurred during drydocking

The Company is required to drydock its floating regasification terminals periodically for maintenance and in accordance with applicable international regulations. Costs incurred related to routine repairs and maintenance performed during drydocking out of convenience are expensed. Costs incurred during drydocking to appreciably extend the useful life, increase the earnings capacity, or improve the efficiency of terminals are capitalized as property and equipment and amortized over the remaining useful life of the terminals. Costs that are incurred on major repair work which is non-routine in nature are accounted for under the built-in overhaul method and capitalized and amortized on a straight-line basis over the period from when the drydocking occurs until the next anticipated drydocking. Drydocking costs incurred to meet regulatory requirements are accounted for under the deferral method, whereby the actual costs incurred are deferred into other assets and amortized on a straight-line basis over the period from when the drydocking occurs until the next anticipated drydocking. If the terminal is drydocked earlier than originally anticipated, any remaining overhaul and regulatory capitalized costs that have not been amortized are accelerated. When a terminal is disposed, any unamortized capitalized costs are charged against income in the period of disposal. Capitalized costs are presented within either property and equipment, net or other assets on the consolidated balance sheets.

Property and equipment, net

Property and equipment, net are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. Modifications to property and equipment, including the addition of new equipment, which improves or increases the operational efficiency, functionality, or safety of the assets, are capitalized. These expenditures are amortized over the estimated useful life of the modification. Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

Useful lives applied in depreciation are as follows:

Gains and losses on disposals and retirements are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of income.

Business combinations

The Company accounts for business combinations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations(“ASC 805”). Accordingly, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The fair values of identifiable assets acquired and liabilities assumed are determined based on various valuation techniques, including the discounted cash flow and cost methods. Goodwill is calculated as the difference between the estimate of the fair value of the consideration transferred and the estimates of the fair value assigned to the assets acquired and liabilities assumed. The Company intends to finalize the purchase price allocation as soon as practicable within the measurement period, but no later than one year following the closing date of the combination. Transaction and integration costs associated with business combinations are expensed as incurred.

Intangible assets, net

The Company’s intangible assets represent customer relationships associated with the Acquisition (as defined herein). The fair value of these acquired intangible assets was determined at the date of Acquisition based on the present value of estimated future cash flows. These assets are amortized on a straight-line basis over approximately 20 years, the period in which the Company expects to benefit from services provided to customers.

Goodwill

Goodwill is calculated as the difference between the preliminary estimate of the fair value of consideration transferred in the Acquisition (as defined herein) and the preliminary estimates of the fair value assigned to the assets acquired and liabilities assumed. Goodwill is considered to have an indefinite life and will be tested for impairment at least annually in the fourth quarter, or whenever impairment indicators are present. Prior to conducting the goodwill impairment test, the carrying values of the Company’s long-lived assets, including property and equipment, net and intangible assets, net, are reviewed. If it is determined that the carrying values are not recoverable, the carrying values of the long-lived assets are reduced pursuant to the Company’s policy.

As part of the Company’s goodwill impairment test, qualitative factors may first be reviewed to determine if the quantitative goodwill impairment test is necessary. If the impairment test is necessary, it is performed by comparing the fair value of the relevant reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment loss would be recognized and a corresponding reduction of goodwill would be recorded.

Asset retirement obligations (“ARO”)

The Company recognizes liabilities for retirement obligations associated with tangible long-lived assets when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. In order to estimate the fair value, the Company uses judgments and assumptions for factors including the existence of legal obligations for an ARO; technical assessments of the assets; discount rate; inflation rate; and estimated amounts and timing of settlements. The offsetting asset retirement cost is recorded as an increase to the carrying value of the associated property and equipment, net on the consolidated balance sheets and depreciated over the estimated useful life of the asset. In periods subsequent to the initial measurement of an ARO, the Company recognizes period-to-period changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. Increases in the ARO liability due to the passage of time impact net income as accretion expense.

Impairment of long-lived assets

The Company performs a recoverability assessment of each of its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events impacting the Company’s operations, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract or the introduction of newer technology. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. The Company did not record any material impairments during the years ended December 31, 2025, 2024 or 2023.

Long-term debt and debt issuance costs

Debt issuance costs, including arrangement fees and legal expenses related to long-term notes, are deferred and presented as a direct deduction from the outstanding principal of the related debt in the consolidated balance sheets and amortized using the effective interest rate method over the term of the relevant loan. Amortization of debt issuance costs is included as a component of interest expense. If a loan or part of a loan is repaid early, the unamortized portion of the deferred debt issuance costs is recognized as interest expense proportionate to the amount of the early repayment in the period in which the loan is repaid.

Financing costs incurred related to the Amended Credit Agreement (as defined herein) and all subsequent amendments thereto are reported as other current assets and other assets on the balance sheet. Financing costs related to all of the Company’s other long-term debt are reported as current portion of long-term debt and long-term debt, net on the balance sheet. These costs will be amortized through the life of the loans to which they are related. Amortization of these deferred financing costs is included as a component of interest expense.

Debt instruments are classified as current liabilities unless the Company has an unconditional right to defer the settlement of the liability for at least 12 months after the reporting date.

Segments

The Company’s chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer, who reviews consolidated financial information for the purposes of allocating resources and assessing financial performance, utilizing consolidated net income as the primary measure of profit. Additionally, the CODM is not regularly provided any significant expense information beyond what is disclosed on the consolidated statements of income. For purposes of financial reporting under GAAP during the years ended December 31, 2025, 2024 and 2023, the Company operated as a single operating and reportable segment.

Revenue recognition

The Company accounts for revenue in accordance with ASC 842, Leases (“ASC 842”), and ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s contracts with customers may contain one or several performance obligations consisting of terminal services and LNG, gas, and power sales. For revenue accounted for under ASC 606, the Company determines the amount of revenue to be recognized through application of the five-step model outlined in ASC 606 as follows: when (i) a customer contract is identified, (ii) the performance obligation(s) have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligation(s) in the contract, and (v) the performance obligation(s) are satisfied. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Sales, value-added, and other taxes collected concurrently with the provision of goods or services are excluded from revenue when the customer is the primary obligor of such taxes.

The Company determined that its long-term terminal services contracts typically contain a lease. The lease of the Company’s floating regasification terminals and fixed terminals represents the use of the asset without any associated performance obligations or warranties (a lease component) and is accounted for in accordance with the provisions of ASC 842. These contracts may also contain non-lease components relating to operating the assets (i.e., provision of terminal services).

The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. The Company utilizes a combination of approaches to estimate the standalone selling prices, when the directly observable selling price is not available, by utilizing information available such as market conditions and prices, entity-specific factors, and internal estimates when market data is not available. Given that there are no observable standalone selling prices for any of these components, judgment is required in determining the standalone selling price of each component. Certain terminal services agreements with customers allow an option to extend the contract. Agreements which include renewal and termination options are included in the lease term if the Company believes they are “reasonably certain” to be exercised by the lessee or if an option to extend is controlled by the Company. Leases are classified based upon defined criteria either as a sales-type, direct financing, or an operating lease. For terminal services contracts classified as operating leases, revenues from the lease component of the contracts are recognized on a straight-line basis over the term of the contract.

Since the Company’s adoption of ASC 842, it has applied the practical expedient to combine the lease component with its drydocking requirements (a non-lease component) in its leases classified as operating leases. During the first quarter of 2024, the Company adopted the practical expedient to also combine the lease component of its floating regasification terminal leases classified as operating leases with terminal services provided in connection with the Company’s terminal services (a non-lease component). In the agreements which the Company has applied this practical expedient, it determined that the timing and pattern of transfer of the lease and non-lease components is the same and that the lease component is the predominant characteristic. As a result, the combined components are presented as a single lease component under ASC 842.

The lease component of terminal services contracts that are accounted for as sales-type leases is recognized over the lease term using the effective interest rate method. The underlying asset is derecognized and the net investment in the lease is recorded. The net investment in the lease is increased by interest income and decreased by payments collected. The provision of terminal services is considered a non-lease component and, for our sales-type leases, is accounted for as a separate performance obligation in accordance with the provision of ASC 606. Additionally, the Company has contracts with customers to provide terminal services that do not contain a lease and are within the scope of ASC 606.

The provision of terminal services is considered a single performance obligation recognized evenly over time as the Company’s services are rendered or consistent with the customer’s proportionate right to use its assets. The Company considers its services as a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. The Company recognizes revenue when obligations under the terms of its contracts with its customers are satisfied. The Company has applied the practical expedient to recognize revenue in proportion to the amount that it has the right to invoice. Certain charges incurred by the Company associated with the provision of services are reimbursable. This variable consideration is recognized in revenue once the performance obligation is complete and the receivable amount is determinable.

For terminal services contracts that are accounted for as sales-type leases, the provision of services includes a performance obligation for drydocking that occurs in accordance with applicable international regulations. The Company engages third parties to perform the drydocking, but the Company is deemed to be the principal of the transaction as it does not transfer any risk to the third parties; therefore the Company recognizes drydock revenue on a gross basis. The Company allocates a portion of the contract revenues to the performance obligation for future drydocking costs. Revenue allocated to drydocking is deferred and recognized when the drydocking service is complete. The deferred drydock revenue is presented within long-term deferred revenue in the consolidated balance sheets.

LNG, gas and power

As part of its operations, the Company sells natural gas, LNG, power, and steam through its use of its regasification terminals and power plant assets. Sales revenues are recognized at the point in time at which each unit of product is transferred to the control of the customer. This typically occurs when title and risk of loss has transferred to a customer.

Contract assets and liabilities

The timing of revenue recognition, billings and cash collections results in the recognition of receivables, contract assets and contract liabilities. Receivables represent the unconditional right to payment for services rendered and goods provided. Unbilled receivables, accrued revenue, or contract assets represent services rendered that have not been invoiced and are reported within accounts receivable, net or other assets on the consolidated balance sheets. Contract liabilities arise from advanced payments and are recorded as deferred revenue on the consolidated balance sheets. The deferred revenue is either recognized as revenue when services are rendered or amortized over the life of the related lease, depending on the service. Contract assets and liabilities are reported in a net position for each customer contract or consolidated contracts at the end of each reporting period. Contract liabilities are classified as current and noncurrent based on the expected timing of recognition of the revenue.

The Company is a corporation for U.S. federal and state income tax purposes. EELP, is treated as a pass-through entity for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax at the entity level.

The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes(“ASC 740”), under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts and the tax bases of assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the consolidated balance sheets as deferred tax assets and liabilities.

The Company records valuation allowances to reflect the estimated amount of certain deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors, including operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods.

The effect of uncertain tax positions is recognized only if those positions are more likely than not of being sustained. Conclusions reached regarding uncertain tax positions are continually reviewed based on ongoing analyses of tax laws, regulations, and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. Interest and penalties relating to an underpayment of income taxes, if applicable, are recognized as a component of income tax expense in the consolidated financial statements.

The Company recognizes the tax benefit from an uncertain tax provision if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. Accrued interest and penalties related to uncertain tax positions are recognized as a component of income tax expense in the consolidated financial statements.

Leases

The Company accounts for leases under the provisions of ASC 842.

Lessee accounting

The Company determines if an arrangement is, or contains, a lease at the inception of the arrangement. Once it has been determined an arrangement is, or contains, a lease, the Company determines if the lease qualifies as either an operating lease or a finance lease. At contract inception, the Company separates its lease and non-lease components, and the consideration in the contract is allocated to each separate lease component and non-lease component on a relative standalone selling price basis. As of the lease commencement date, the Company recognizes a liability for its lease obligation, initially measured at the present value of payments related to lease components not yet paid, and an asset for its right to use the underlying asset, initially measured at a value equal to that of the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. The discount rate used to determine the present value of the lease payments is the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term in a similar economic environment, an amount equal to the lease payments.

The initial recognition of the lease obligation and right-of-use asset excludes short-term leases. Short-term leases are leases with an original term of one year or less, excluding those leases with an option to extend the lease for greater than one year or an option to purchase the underlying asset that the lessee is deemed reasonably certain to exercise. The Company has elected, as an accounting policy, not to apply the recognition requirements to short-term leases. Instead, the Company, may recognize the lease payments in the consolidated statements of income on a straight-line basis over the lease term. Additionally, leases may include variable lease payments such as escalation clauses based on a consumer price index, property taxes and maintenance costs. The non-lease components are generally expensed as incurred. Variable lease payments that depend on an index or a rate are included in the determination of right-of-use assets and lease liabilities using the index or rate at the lease commencement date, whereas variable lease payments that do not depend on an index or rate are recorded as lease expense in the period incurred. Short-term and variable lease expenses are presented within operating expenses and selling, general and administrative expenses in the consolidated statements of income.

For leases classified as operating leases, the lease obligation is presented within accrued liabilities and other liabilities and other long-term liabilities and the right-of-use asset is presented within other assets in the consolidated balance sheets. For operating leases, lease interest and right-of-use asset amortization in aggregate result in a straight-line expense profile, or operating lease expense, that is presented in operating expenses or selling, general and administrative expenses in the consolidated statements of income, dependent on the use of the leased asset, unless the right of-use asset becomes impaired. The right-of-use asset is assessed for impairment when events or circumstances indicate the carrying amount of the asset or asset group may not be recoverable.

For leases classified as finance leases, the lease obligation is presented within finance lease liabilities and the right-of-use asset is presented within property and equipment, net on the consolidated balance sheets. For finance leases, the Company uses the effective interest rate method to subsequently account for the lease liability, whereby interest is recognized in interest expense in the Company's consolidated statements of income. For finance leases, the right-of-use asset is amortized on a straight-line basis over the shorter of the remaining life of the asset or the life of the lease, with such amortization included in depreciation and amortization in the Company's consolidated statements of income.

The Company has certain lease agreements that provide for the option to renew or terminate early. Each of these agreements was evaluated independently to arrive at the lease term. If the Company was reasonably certain to exercise a renewal or termination option, this term adjustment was factored into the lease term. As of December 31, 2025 and 2024, the Company did not have any lease agreements with residual value guarantees or material restrictions or covenants.

Sale leaseback arrangements

Floating regasification terminals sold and leased back by the Company, where the Company has a fixed price repurchase obligation or the leaseback would be classified as a finance lease, are accounted for as a failed sale of the terminal by the Company and a failed purchase of the terminal by the buyer-lessor (a financing transaction). For such transactions, the Company doesnot derecognize the terminal legally sold and continues to depreciate the terminal as if it was the legal owner. Proceeds received from the sale of the terminal are recognized as a financial liability and payments made by the Company to the lessor are allocated between interest expense and principal repayments on the financial liability.

The Company incurred transition and transaction expenses during the year ended December 31, 2025 related to consulting, legal, and due diligence costs incurred as part of the Acquisition (as defined herein). There wereno transition or transaction expenses incurred during the years ended December 31, 2024 and 2023.

Tax receivable agreement (“TRA”)

The Company is party to the TRA for the benefit of Excelerate Energy Holdings, LLC (“EE Holdings”), an entity owned and controlled by Kaiser. The TRA provides for payment by the Company to EE Holdings of 85% of the amount of the net cash tax savings, if any, that it is deemed to realize as a result of its 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 Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC) (collectively, the “IPO Vessels”) that existed as of the time of the initial public offering or may exist at the time when Class B interests of EELP are exchanged for shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and (iii) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to payments that it makes under the TRA. The Company will retain the benefit of the remaining 15% of these deemed net cash tax savings.

The actual future payments to EE Holdings will vary and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. Decisions made in the course of running its business, such as with respect to mergers and other forms of business combinations that constitute changes in control, may influence the timing and amount of payments the Company makes under the TRA in a manner that does not correspond to its use of the corresponding tax benefits.

Earnings per share

Basic earnings per share is computed by dividing net income attributable to shareholders by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per share is computed by dividing the sum of net income attributable to shareholders and any tax affected net income amounts attributed to the shares of Class B Common Stock, $0.001 par value per share (the “Class B Common Stock”), by the weighted-average shares outstanding during the period, which includes an adjustment for the impact of potential securities that would have a dilutive effect on earnings per share.

Recent accounting pronouncements

New accounting standards implemented in this report

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires the inclusion of specific categories and greater disaggregation of information in the rate reconciliation and the disaggregation of income taxes paid by jurisdiction. The Company adopted ASU 2023-09 in December 2025 on a prospective basis.

Accounting standards recently issued but not yet adopted

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)” (“ASU 2024-03”), which requires tabular disclosure of specific expense categories included in expense captions on the statements of income and their qualitative descriptions. The guidance in this update is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its Consolidated Financial Statements and related disclosures.

Acquisition

In May 2025, the Company closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s business in Jamaica (the “Acquisition”), which aligns with the Company’s operational expertise and long-term LNG supply arrangements. Under the terms of the purchase agreement, the Company acquired 100% of the operating interests in three facilities: the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant, as well as the operations, pipelines and infrastructure associated therewith. The initial acquisition cost of $1,055.2 million in cash was subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and LNG and fuel inventory, and was funded with the Debt Offering (as defined herein), the Equity Offering (as defined herein), and cash on hand. After these adjustments, the cost of the acquisition decreased approximately $28.7 million to$1,026.5 million.

The Acquisition was accounted for as an acquisition of a business in accordance with ASC 805. The assets acquired and liabilities assumed related to the Acquisition were recorded at their fair values as of the closing date of May 14, 2025, which are shown below. These amounts are preliminary and will be finalized no later than one year from the acquisition date (in thousands):

Under the acquisition method of accounting, the assets acquired and liabilities assumed are recognized at their estimated fair values. The carrying amounts of current assets and liabilities approximate their fair value due to their short-term nature. The fair value of the property and equipment was estimated by applying an indirect cost approach based on estimates of replacement value. The fair value of the customer relationship intangible assets was estimated by applying an income approach using the multi-period excess earnings method, based on estimated future cash flows, return on assets, the probability of contract renewals and an estimated discount rate. These significant inputs are not observable in the market and therefore represent Level 3 inputs, as defined in Note 2 – Summary of significant accounting policies. These inputs require judgments and estimates at the time of valuation. Any excess of the purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. Such excess of purchase price over the fair value of net assets acquired was approximately$235.0 million. The goodwill is attributable to expected operational and capital synergies and is expected to be deductible for tax purposes.

Revenue and net income attributable to the assets acquired for the period from May 14, 2025 through December 31, 2025 were$262.5 million and$53.9 million, respectively. For the year ended December 31, 2025, transition and transaction expenses were$34.2 million.

Unaudited pro forma financial information

The following unaudited pro forma summary presents the consolidated results of operations for the years ended December 31, 2025 and 2024, as if the Acquisition and related debt and equity issuances along with the use of proceeds therefrom had occurred on January 1, 2024 (in thousands):

Historical unaudited pro forma financial information was adjusted to reflect the effects of conforming accounting policies, the fair value adjustment of property and equipment, the Company’s capital structure, and eliminating historical expenses not assumed in the Acquisition, including interest, income tax provision, and cost of LNG not associated with the transferred business. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the Company’s results of operations that would have occurred had the transaction been consummated at the beginning of the period presented, nor is it necessarily indicative of future results.

Fair value of financial instruments

Recurring fair value measurements

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of significance for a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and the placement within the fair value hierarchy levels.

The following table presents the Company’s financial assets and liabilities by level within the fair value hierarchy that are measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024 (in thousands):

As of December 31, 2025 and December 31, 2024, all derivatives were determined to be classified as Level 2 fair value instruments. No cash collateral has been posted or held as of December 31, 2025 or December 31, 2024. The values of the Level 2 interest rate swaps and foreign currency derivatives were determined using expected cash flow models based on observable market inputs, including published and quoted interest rate and exchange rate data from public data sources. Specifically, the fair values of the interest rate swaps were derived from the implied forward Secured Overnight Financing Rate (“SOFR”) yield curve for the same period as the future interest rate swap settlements. The fair values of the foreign currency derivatives were derived from the euro/U.S. dollar forward curves for the same period as the related payment settlements. The Company has consistently applied these valuation techniques in all periods presented.

As of December 31, 2025, the 2030 Notes (as defined herein) were determined to be classified as Level 2 fair value instruments. The values of the 2030 Notes are based on quoted market prices. The carrying value of the rest of the Company’s long-term debt approximates fair value due to the variable rate nature of these financial instruments. The 2030 Notes were not outstanding as of December 31, 2024.

The determination of the fair values above incorporates factors including not only the credit standing of the counterparties involved, but also the impact of the Company’s nonperformance risk on its liabilities.

This table excludes cash on hand and assets and liabilities that are measured at historical cost or any basis other than fair value. The carrying amounts of other financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to their short maturities.

Non-recurring fair value measures

Certain non-financial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments in certain circumstances, such as equity investments or long-lived assets subject to impairment. For assets and liabilities measured on a non-recurring basis during the year, separate quantitative disclosures about the fair value measurements would be required for each major category. The Company didnot record any material impairments on the equity investments or long-lived assets during theyears ended December 31, 2025, 2024 and 2023.

Accounts receivable, net

As of December 31, 2025 and December 31, 2024, accounts receivable, net consisted of the following (in thousands):

Derivative financial instruments

The following table summarizes the notional values related to the Company’s derivative instruments outstanding at December 31, 2025 (in thousands):

Number of open positions and gross notional values do not measure the Company’s risk of loss, quantify risk or represent assets or liabilities of the Company. Instead, they indicate the relative size of the derivative instruments and are used in the calculation of the amounts to be exchanged between counterparties upon settlements.

The following table presents the fair value of each classification of the Company’s derivative instruments as of December 31, 2025 and December 31, 2024 (in thousands):

The current and non-current portions of derivative assets are included within other current assets and other assets, respectively, on the consolidated balance sheets. The current and non-current portions of derivative liabilities are included within accrued liabilities and other liabilities and other long-term liabilities, respectively, on the consolidated balance sheets.

Derivatives accounted for as cash flow hedges

The Company’s cash flow hedges include interest rate swaps that are hedges of variability in forecasted interest payments due to changes in the interest rate on SOFR-based borrowings, a summary which includes the following designations:

•

In 2018, the Company entered into two long-term interest rate swap agreements with a major financial institution. The swaps, which became effective in October 2018 and expire in April 2030, are used to hedge approximately 70% of the variability in interest payments/interest risk on the 2017 Bank Loans (as defined herein).

•

In 2023, the Company entered into long-term interest rate swap agreements with multiple major financial institutions. This arrangement is used to hedge the variability of the interest payments/interest risk on the Term Loan Facility (as defined herein). In the fourth quarter of 2023, the Company paid down a portion of the principal outstanding on the Term Loan Facility and a proportionate amount of the interest rate swaps was settled. In the second quarter of 2025, the Company paid off the remaining balance on the Term Loan Facility and settled the remaining interest rate swaps.

•

In 2025, the Company entered into euro to U.S. dollar hedges. This arrangement hedged the Company’s expected exchange rate exposure related to operational and salary expenses incurred in euros. The hedges expired in December 2025 and were used to cover approximately 80% of the expected related expenses.

The following tables present the gains and losses from the Company’s derivative instruments designated in a cash flow hedging relationship recognized in the consolidated statements of income and comprehensive income for theyears ended December 31, 2025, 2024 and 2023 (in thousands):

The amount of gain (loss) recognized in other comprehensive income as of December 31, 2025 and expected to be reclassified within the next 12 months is$0.3 million.

Other current assets

As of December 31, 2025 and December 31, 2024, other current assets consisted of the following (in thousands):

Property and equipment, net

As of December 31, 2025 and December 31, 2024, the Company’s property and equipment, net consisted of the following (in thousands):

For the years ended December 31, 2025, 2024 and 2023, depreciation expense was$98.5 million,$95.4 million and$110.8 million, respectively.

Sequoia Purchase

In March 2023, the Company exercised its option to purchase Sequoia for a purchase price of $265.0 million (the “Sequoia Purchase”), which at December 31, 2022, was under a bareboat charter with a third party and accounted for as an operating lease. The Company closed the Sequoia Purchase in April 2023 using proceeds from the Term Loan Facility(as defined herein) and cash on hand.

Newbuild Agreement

In October 2022, the Company entered into a contract (“the Newbuild Agreement”) with HD Hyundai Heavy Industries Co., Ltd. (“Builder”), a company organized and existing under the laws of the Republic of Korea, to construct a 170,000 m 3 floating regasification terminal, which is expected to be delivered in the second quarter of 2026. During 2022, the Company made the first milestone payment of approximately $30 million. Additional milestone payments of approximately $50 million, $30 million and $20 million were made in the fourth quarter of 2024, first quarter of 2025 and second quarter of 2025, respectively. These milestone payments are included in the assets in progress balance at December 31, 2025. The final milestone payment of approximately $210 million is due concurrently with the delivery of the terminal. The Builder provided a refund guarantee to the Company to secure the refund of the purchase price installments prior to the delivery of the terminal, should the Company become entitled to it as a result of Builder default or other defined circumstances.

Jamaica Assets

In May 2025, the Company acquired the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power co-generation plant, all of which are located in Jamaica. The purchase was funded as part of the Acquisition.

Goodwill and intangible assets, net

Changes in the Company’s goodwill balance for the year ended December 31, 2025 consisted of the following (in thousands):

For the year ended December 31, 2025, the Company recordedno impairment losses on goodwill assets.

The Company’s intangible assets represent customer relationships associated with the Acquisition. Intangible assets, net as of December 31, 2025 consisted of the following (in thousands):

The Company recognized amortization expense related to intangible assets of$9.8 million for the year ended December 31, 2025. The Company expects to recognize$16.0 million in amortization expense each year for the next five years.

Accrued liabilities

As of December 31, 2025 and December 31, 2024, accrued liabilities consisted of the following (in thousands):

Long-term debt, net

The Company’s long-term debt, net consists of the following (in thousands):

The following table shows the range of interest rates and weighted average interest rates incurred on the Company’s variable-rate debt obligations during theyears ended December 31, 2025, 2024 and 2023.

(1)

Weighted average interest rate, net of the impact of settled derivatives, was 6.8%,6.9% and 5.8% for the years ended December 31, 2025, 2024 and 2023, respectively.

(2)

Weighted average interest rate, net of the impact of settled derivatives, was 7.1%,7.1% and 6.4% for the years ended December 31, 2025, 2024 and 2023, respectively.

2030 Notes

In May 2025, EELP closed on an offering (the “Debt Offering”) of $800 million in aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an Indenture, dated as of May 5, 2025, by and among EELP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar, will mature in May 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears in each May and November, beginning in November 2025. The net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering (as defined herein) and cash on hand, were used to (i) fund the consideration payable by the Company for the Acquisition, (ii) repay the outstanding borrowings under the Term Loan Facility (as defined herein), and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP.

Revolving Credit Facility and Term Loan Facility

In April 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enabled the Company to borrow up to $350.0 million over athree-year term originally set to expire in April 2025.

In March 2023, EELP entered into an amended and restated senior secured credit agreement (as further amended, the “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”). As amended, the EE Facilities mature in March 2029.

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 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.

In April 2023, the Company purchased Sequoia for $265.0 million using $250.0 million borrowed through its Term Loan Facility together with cash on hand. Concurrently with the purchase, the Company entered into interest rate swaps for the same notional amount as the Term Loan Facility. The purpose of the swaps is to hedge the Company’s exposure to fluctuations in SOFR related to borrowings on the Term Loan Facility. The interest rate swaps have maturity, payment and reset dates that align with those of the Term Loan Facility.

In September 2023, EELP entered into an amendment to the Amended Credit Agreement (the “First Amendment”). The First Amendment provides for, among other things (i) inclusion of commodity and foreign exchange swap termination value in the collateral vessel maintenance coverage test and (ii) an update to the ordering of payment applications in the event of default.

In December 2023, the Company paid off $55.2 million of the principal outstanding on its Term Loan Facility. The Company also terminated the same notional value of the interest rate swaps it had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.

In March 2025, EELP entered into an amendment to the Amended Credit Agreement, which provided for, among other things (i) additional covenant baskets to permit the Acquisition and the incurrence of debt in connection therewith, and (ii) replacement of the collateral vessel maintenance coverage covenant with a broader collateral maintenance coverage covenant, which includes the value of the assets acquired in the Acquisition.

In April 2025, EELP and the Company entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement. The Fifth Amendment provides for, among other things, (i) the extension of the maturity of the revolving facility thereunder to March 2029 and (ii) an increase in the aggregate commitments under the revolving facility to $500.0 million. The Amended Credit Agreement requires EELP to maintain (i) a maximum consolidated total leverage of 3.50 x, provided that, if the aggregate value of all unsecured debt is equal to or greater than $250.0 million, the maximum permitted consolidated total leverage increases to 4.25 x, (ii) collateral vessel maintenance coverage to be not less than the greater of (a) $750.0 million and (b)130% of the sum of the total credit exposure under the Amended Credit Agreement and (iii) a minimum consolidated interest coverage ratio of 2.50 x. Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $500.0 million of the EE Revolver may be used for letters of credit.

As per the conditions of the Fifth Amendment, the remaining outstanding balance on the existing Term Loan Facility was repaid in full using proceeds from the 2030 Notes. The Company also unwound the remaining interest rate swaps associated with the Term Loan Facility.

In September 2025, EELP and the Company entered into the sixth amendment to the Amended Credit Agreement, which modified provisions related to investments and restricted payments to provide greater flexibility to the Company.

The Amended Credit Agreement contains customary representations, warranties, covenants (affirmative and negative, including maximum consolidated total leverage ratio, minimum consolidated interest coverage ratio, and collateral vessel maintenance coverage covenants), and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the EE Facilities.

As of December 31, 2025, the Company had issued no 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$500.0 million of undrawn capacity was available for additional borrowingsas of December 31, 2025. We have $171.3 million in letters of credit outstanding as of December 31, 2025, under a bilateral facility.

Experience Financing

In December 2016, the Company entered into a sale leaseback agreement with a third party to provide$247.5 million of financing for Experience(the “Experience Financing”). Due to the Company’s requirement to repurchase the asset at the end of the term, the transaction was accounted for as a failed sale leaseback (a financing transaction). Under the Experience Financing agreement, the Company is deemed the owner of the asset and continues to recognize the asset on its consolidated balance sheets, with the proceeds received recorded as a financial obligation. As amended, the Company makes quarterly principal payments of$3.1 million and interest payments at the three-month SOFR plus 3.40% and the loan has a maturity date of December 2033. After the final quarterly payment in December 2033, there will be no remaining balance due.

In the second quarter of 2023, the Experience Financing agreement was amended to convert the reference rate from the London Interbank Offered Rate (“LIBOR”) to the SOFR yield curve. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 3.25%. The agreement contains certain security rights related to Experience in the event of default.

The Experience Financing contains certain financial covenants as well as customary affirmative and negative covenants. EELP must maintain a minimum equity of $500.0 million, a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $20.0 million. The agreement also requires that a three-month debt service reserve be funded and that the value of the asset equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for floating regasification terminal financings. The financing also requires the asset to carry the typical marine insurances.

2017 Bank Loans

Under the Company's financing agreement for the Moheshkhali LNG (“MLNG”) terminal in Bangladesh, the Company entered into two loan agreements with external banks (the “2017 Bank Loans”). Under the first agreement, the Company borrowed $32.8 million, makes semi-annual payments and accrues interest at the six-month SOFR plus 2.85% through the loan maturity date of October 2029. In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the six-month LIBOR plus 2.42%.

Under the second agreement, the Company borrowed $92.8 million, makes quarterly payments and accrues interest at the three-month SOFR plus 4.76% through the loan maturity of October 2029. In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50%. The agreement contains certain security rights related to the MLNG terminal assets and project contracts in the event of default.

The 2017 Bank Loans require compliance with certain financial covenants, as well as customary affirmative and negative covenants associated with limited recourse project financing facilities. The loan agreements also require that a six-month debt service reserve amount be funded and that an off-hire reserve amount be funded monthly to cover operating expenses and debt service while the floating regasification terminal is away during drydock major maintenance. The loan agreements also require that the MLNG terminal and project company be insured on a stand-alone basis with property insurance, liability insurance, business interruption insurance and other customary insurance policies. The respective project company must have a quarterly debt service coverage ratio of at least 1.10 to 1. Beginning in 2021, waivers were obtained for immaterial non-financial covenants and are still in effect.

Maturities

Future principal payments on long-term debt outstanding as of December 31, 2025 are as follows (in thousands):

During the years ended December 31, 2025, 2024 and 2023, interest expense for long-term debt was$64.8 million,$31.5 million and$34.6 million, respectively, and was included in interest expense in the consolidated statements of income. As of December 31, 2025, the Company was in compliance with the covenants under its debt facilities.

Long-term debt – related party

The Company’s related party long-term debt consists of the following (in thousands):

Exquisite Financing

In June 2018, the Company entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing for Exquisite at 7.73% (the “Exquisite Financing”). The agreement was recognized as a failed sale leaseback transaction and was treated as financing due to the Company’s lease of the asset. The term is for 15 years with a symmetrical put and call option at the end of the original term or two optional five-year extensions with symmetrical put and call options after each extension. The agreement contains certain security rights related to the asset in the event of default.

Maturities

Principal payments on related party long-term debt outstanding as of December 31, 2025 are as follows (in thousands):

During the years ended December 31, 2025, 2024 and 2023, interest expense for related party long-term debt was$12.9 million,$13.7 million, and$14.3 million, respectively, and was included in interest expense – related party in the consolidated statements of income.

TRA Liability

The Company is party to the TRA with EE Holdings. The TRA provides for payment by Excelerate to EE Holdings of 85% of the amount of the net cash tax savings, if any, that the Company is deemed to realize as a result of its 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) that existed as of the time of the 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 the Company entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA. See “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in the Company’s Proxy Statement on DEF 14A filed in April 2025.

The payments that the Company will be required to make under the TRA, including those made if it elects to terminate the agreement early, have the potential to be substantial. Based on certain assumptions, including no material changes in the relevant tax law and that the Company earns sufficient taxable income to realize the full tax benefits that are the subject of the TRA, expected future payments to EE Holdings will equal$58.8 million in the aggregate, although the actual future payments to EE Holdings will vary based on the factors discussed in “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in the Company’s Proxy Statement on DEF 14A filed in April 2025. In addition, payments the Company makes under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events.

For the years ended December 31, 2025 and 2024 the Company made payments under the TRA of$1.5 million and$4.0 million, respectively. The TRA payment forecasted to be made in 2026 as of December 31, 2025, is$7.7 million. If EE Holdings were to have exchanged all of its EELP interests as of the balance sheet date, the Company would recognize a liability for payments under the TRA of approximately$375.6 million, assuming (i) that EE Holdings exchanged all of its EELP interests using Excelerate’s December 31, 2025 closing market price of$28.05 per share of Class A Common Stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21.0%and (iv) that the Company has sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the TRA. The actual future payments to EE Holdings will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. The Company expects to receive distributions from EELP in order to make any required payments under the TRA. However, the Company may need to incur debt to finance payments under the TRA to the extent such distributions or its cash resources are insufficient to meet its obligations under the TRA as result of timing discrepancies or otherwise.

Equity

EELP Limited Partnership Agreement

Subject to certain limitations, (a) the limited partnership agreement of EELP (the “EELP Limited Partnership Agreement”) permits Class B interests to be exchanged for shares of Class A Common Stock on aone-for-one basis or, at Excelerate’s election, for cash, and (b) Excelerate will hold Class A interests equivalent to the number of outstanding shares of its Class A Common Stock.

Class A Common Stock

The Class A Common Stock outstanding represents 100% of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from Excelerate, except for the right of Class B common stockholders to receive the par value of the Class B Common Stock upon the Company’s liquidation, dissolution or winding up or an exchange of Class B interests of EELP.

Class B Common Stock

EE Holdings, a company controlled directly and indirectly by Kaiser, holds all of the shares of Excelerate’s outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock. Holders of shares of the Company’s Class B Common Stock vote together with holders of its Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise provided in its amended and restated certificate of incorporation or required by law.

As the only Class B stockholder, EE Holdingshad 71.9% and 77.5% of the combined voting power of the Company’s common stock as of December 31, 2025 and December 31, 2024, respectively. The EELP Limited Partnership Agreement entitles partners (and certain permitted transferees thereof) to exchange their Class B interests for shares of Class A Common Stock on a one-for-one basis or, at its election, for cash. When a Class B interest is exchanged for a share of Class A Common Stock, the corresponding share of Class B Common Stock will automatically be canceled. The EELP Limited Partnership Agreement permits the Class B limited partners to exercise their exchange rights subject to certain timing and other conditions. When a Class B interest is surrendered for exchange, it will not be available for reissuance.

The following table summarizes the changes in ownership:

EELP Distribution Rights

The Company has the right to determine when distributions will be made to holders of interests and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of Class A interests and Class B interests on a pro rata basis in accordance with the number of interests held by such holder.

Dividends and Distributions

During theyears ended December 31, 2025, 2024 and 2023, EELP declared and paid distributions to all interest holders, including Excelerate. Excelerate has used and will continue to use proceeds from such distributions to pay dividends to holders of Class A Common Stock. The following table details the distributions and dividends for the periods presented:

Under the terms of the EELP Limited Partnership Agreement, the Company is also required to make pro rata income tax distributions to the owner of Class B interests. During the years ended December 31, 2025, 2024 and 2023, Excelerate made$3.9 million,$9.7 million and$6.0 million, respectively, in tax distributions.

Albania Power Project

In April 2022, Excelerate established an entity to provide a temporary power solution in Albania (the “Albania Power Project”). Excelerate is a 90% owner of the Albania Power Project and has received$6.7 million in cash contributions from the minority owner as of December 31, 2025. The Albania Power Project is fully consolidated in the Company’s financial statements.

Repurchase of Equity Securities

In December 2025, the Company’s board of directors approved a share repurchase program to purchase up to $75.0 million of its Class A Common Stock (the “Share Repurchase Program”). The Share Repurchase Program does not obligate us toacquire any specific number of shares, has no expiration date, and may be suspended, extended, modified or discontinued at any time at the discretion of the board of directors. Under the Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any Class A Common Stock repurchases under the Share Repurchase Program are determined by us in our discretion and depend on a variety of factors, including legal requirements, price, and business, economic, and market conditions. No shares were repurchased during the year ended December 31, 2025.

During the year ended December 31, 2024, the Company repurchased 2,473,787 shares of its outstanding Class A Common Stock at a weighted average price of $20.41 per share, for a total net cost, including commission fees and taxes, of approximately $50.0 million. As indicated under the EELP Limited Partnership Agreement, for each Class A Common Stock repurchased by the Company, EELP, immediately prior to the repurchase, redeemed an equal number of Class A interests held by Excelerate, upon the same terms and at the same price as the shares of Excelerate’s Class A Common Stock were repurchased.

Equity Offering

In March 2025, Excelerate and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of the Company’s Class A Common Stock. The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, the Company granted the underwriters an option to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed in April 2025. The underwriters’ option was fully exercised and subsequently closed in May 2025. The net proceeds from the Equity Offering to the Company from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately$201.8 million.

Earnings per share

The following table presents the computation of earnings per share for the periods shown below (in thousands, except share and per share amounts):

The following table presents the common stock share equivalents excluded from the calculation of diluted earnings per share for the periods shown below, as they would have had an antidilutive effect:

Leases

Lessee arrangements

Finance leases

Certain enforceable floating regasification terminal leases and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment, net on the consolidated balance sheets. Lease obligations are recognized based on the rate implicit in the lease or the Company’s incremental borrowing rate at lease commencement.

As of December 31, 2025, the Company was a lessee in finance lease arrangements onone pipeline capacity agreement andone tugboat. These arrangements were determined to be finance leases as their terms represent the majority of the economic life of their respective assets.

Finance lease liabilities as of December 31, 2025 and December 31, 2024 consisted of the following (in thousands):

Operating leases

Operating lease right-of-use assets are included within other assets on the consolidated balance sheets. The current and non-current portions of operating lease liabilities are included within accrued liabilities and other liabilities and other long-term liabilities, respectively, on the consolidated balance sheets.

As of December 31, 2023, the Company was a lessee in a terminal use lease, which was accounted for as an operating lease. In January 2024, this agreement transitioned to a long-term terminal services agreement.

In April 2023, Excelerate purchased Sequoia. Prior to the purchase, Sequoia was recorded as an operating lease. See Note 8 – Property and equipment, net for further information about the purchase.

As of December 31, 2025, the Company was a lessee to one floating regasification terminal lease and one vessel lease, which are both accounted for as operating leases. Additionally, the Company has operating leases for offices in various locations in which operations are performed. Such leases will often include options to extend the lease and the Company will include option periods that, on commencement date, it is reasonably certain the Company will exercise. Variable lease costs relate to certain lease agreements, which include payments that vary for items such as inflation adjustments, or common area charges. Variable lease costs that are not dependent on an index are excluded from the lease payments that comprise the operating lease liability and are expensed in the period in which they are incurred. None of the Company’s operating leases contain any residual value guarantees.

A maturity analysis of the Company’s operating and finance lease liabilities (excluding short-term leases) at December 31, 2025 is as follows (in thousands):

As of December 31, 2025, the Company’s weighted average remaining lease term foroperating and finance leases was 6.2 years and 7.1 years, respectively, with a weighted average discount rate of 7.0% and 6.3%, respectively. As of December 31, 2024, the Company’s weighted average remaining lease term for operating and finance leases was 3.6 years and 8.1 years, respectively, with a weighted average discount rate of 6.2% and 6.3%, respectively.

The Company’s total lease costs for the years ended December 31, 2025, 2024 and 2023 recognized in the consolidated statements of income consisted of the following (in thousands):

Other information related to leases for the years ended December 31, 2025, 2024 and 2023 are as follows (in thousands):

Lessor arrangements

In 2018, EELP entered into an agreement with a customer to lease Excellence with the asset transferring ownership to the customer at the conclusion of the agreement for no additional consideration. EELP, as a lessor, accounts for the Excellence contract with its customer as a sales-type lease in the consolidated balance sheet in accordance with ASC 842.

Revenue

The following table presents the Company’s revenue for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Lease revenue

The Company has certain terminal services contracts that are accounted for as operating or sales-type leases. The Company’s revenue from leases is presented within revenues in the consolidated statements of income and for theyears ended December 31, 2025, 2024 and 2023 consists of the following (in thousands):

Sales-type leases

Sales-type lease income is interest income that is presented within lease revenues on the consolidated statements of income. The Company earns sales-type lease income fromtwo floating regasification terminals and one fixed terminal as the Company is reasonably certain that the ownership of these assets will transfer to the customer at the end of their respective terms. For the years ended December 31, 2025, 2024 and 2023, the Company recorded lease income from the net investment in the leases within revenue from lease contracts of$66.9 million,$62.1 million and$64.3 million, respectively.

Operating leases

Revenue from time charter contracts accounted for as operating leases is recognized by the Company on a straight-line basis over the term of the contract. As of December 31, 2025, the Company is the lessor to time charter agreements with customers on eight of its floating regasification terminals. The following represents the amount of property and equipment that is leased to customers as of December 31, 2025 and December 31, 2024 (in thousands):

The future minimum revenues presented in the table below should not be construed to reflect total charter hire revenues for any of the years presented. Minimum future revenues included below are based on the fixed components and do not include variable or contingent revenue. Additionally, revenue generated from short-term charters is not included as the duration of each contract is less than a year. As of December 31, 2025, the minimum contractual future revenues to be received under the time charters during the next five years and thereafter are as follows (in thousands):

Revenue from contracts with customers

The following tables show disaggregated revenues from customers attributable to the region in which the party to the applicable agreement has its principal place of business (in thousands):

(1)

Includes the Caribbean.

(2)

Includes locations on the Mediterranean Sea.

(3)

Includes Pakistan and the United Arab Emirates.

Assets and liabilities related to contracts with customers

Under most LNG, gas and power revenue contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. Invoicing timing for terminal services varies and occurs according to the contract. As of December 31, 2025, and December 31, 2024, receivables from contracts with customers were$51.4 million and$88.1 million, respectively. These amounts are presented within accounts receivable, net on the consolidated balance sheets. In addition, revenue for services recognized in excess of the invoiced amounts, or accrued revenue, outstanding at each of December 31, 2025 and December 31, 2024, was$0.6 million. Accrued revenue represents current contract assets that will turn into accounts receivable within the next 12 months and be collected during the Company’s normal business operating cycle. Accrued revenue is presented in accounts receivable, net on the consolidated balance sheets. Other items included in accounts receivable, net represent receivables associated with leases, which are accounted for in accordance with the leasing standard. There were no write-downs of trade receivables for lease or time charter services or contract assets for the years ended December 31, 2025, 2024 and 2023.

Contract liabilities from advance payments in excess of revenue recognized for services as of December 31, 2025 and December 31, 2024 were$23.8 million and$27.4 million, respectively. If the performance obligations are expected to be satisfied during the next 12 months, the contract liabilities are classified within current portion of deferred revenue on the consolidated balance sheets. Amounts to be recognized in revenue after 12 months are recorded in long-term deferred revenue. The remaining portion of current deferred revenue relates to thelease component of the Company’s time charter contracts, which are accounted for in accordance with the leasing standard. Noncurrent deferred revenue presented in long-term deferred revenue on the consolidated balance sheets represents payments allocated to the Company’s performance obligation for drydocking services within time charter contracts in which the lease component is accounted for as a sales-type lease, customer requested upgrades made to certain floating regasification terminals, and terminal repositioning. Revenue will be recognized as the performance obligations are completed.

The following table reflects the changes in the Company’s liabilities related to long-term contracts with customers as of December 31, 2025 and December 31, 2024 (in thousands):

Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.

In November 2023, Excelerate signed a 15-year LNG sale and purchase agreement (the “Petrobangla SPA”) with Bangladesh Oil, Gas & Mineral Corporation (“Petrobangla”). Under the agreement, Petrobangla agreed to purchase LNG from Excelerate, which began in 2026. Excelerate will deliver 0.85 million tonnes per annum (“MTPA”) of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. The take-or-pay LNG volumes are expected to be delivered through Excelerate’s two existing floating regasification terminals in Bangladesh, Excellence and Summit LNG. In the third quarter of 2024, Excelerate signed a medium-term LNG sales agreement in one of the Atlantic Basin regions in which it does business. Over the term of the agreement, the Company will sell approximately 0.65 million tonnes of LNG, the pricing of which will be based on Dutch Title Transfer Facility (“TTF”). In 2025, Excelerate finalized the Acquisition, which contained long-term contracts for the delivery of natural gas. In October 2025, Excelerate executed afive-year definitive commercial agreement with a subsidiary of Iraq’s Ministry of Electricity for regasification services and LNG supply. The agreement contains a customer extension option and a minimum offtake of 250 million standard cubic feet per day (“MMscf/d”).

The Company has long-term arrangements with customers in which it provides terminal services. The price under these agreements is typically stated in the contracts. The estimated fixed transaction price allocated to the remaining performance obligations under these arrangements is$17,432.6 million using commodity futures prices as of December 31, 2025. The Company expects to recognize revenue from contracts exceeding one year over the following time periods (in thousands):

Long-term incentive compensation

In April 2022, Excelerate adopted the Excelerate Long-Term Incentive Plan (the “LTI Plan”). The LTI Plan was adopted to promote and closely align the interests of Excelerate's employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of up to 10.8 million shares, stock options, stock appreciation rights, alone or in conjunction with other awards; restricted stock and restricted stock units, including performance units; incentive bonuses, which may be paid in cash, stock or a combination thereof; and other stock-based awards. The share pool increases on January 1st of each calendar year by a number of shares equal to 4% of the outstanding shares of Class A Common Stock on the preceding December 31st. The LTI Plan is administered by the Compensation Committee of the Company’s board of directors.

The Company’s stock option and restricted stock unit awards both qualify as equity awards and are amortized into selling, general and administrative expenses and operating expenses on the consolidated statements of income on a straight-line basis. Stock options were granted to certain employees of Excelerate, vest over five years and expire 10 years from the date of grant. The Company also issued restricted stock units to directors and certain employees that vest ratably overone, two orthree years. In 2023, the Company issued performance units to certain employees that cliff vest inthree years. The performance units contain both a market condition related to Excelerate’s relative total shareholder return as compared to its peer group and a performance condition related to the Company’s adjusted earnings before income tax, depreciation and amortization (“EBITDA”). In 2024 and 2025, the Company issued performance units to certain employees that cliff vest inthree years. The performance units contain two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands):

Stock options

The fair value of stock options is estimated on the date of the grant using a Black-Scholes valuation model, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, the fair value of Excelerate’s common stock on the grant date, including the expected term of the award. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield was based on the expected dividend payout as a portion of total share value. Expected volatility was based on the median of the historical volatility of fifteen of the Company’s peers over the expected life of the granted options. The Company used estimates of forfeitures to estimate the expected term of the options granted. The reversal of any expense due to forfeitures is accounted for as they occur.

The following table summarizes stock option activity for the year ended December 31, 2025 and provides information for outstanding and exercisable options as of December 31, 2025:

No options were granted in 2025, 2024 or 2023. The total intrinsic value of options exercised in 2025 and 2024 was less than $0.1 million and$0.1 million, respectively. No options were exer cised in 2023. As of December 31, 2025, the Company had$1.0 million in unrecognized compensation costs related to its stock options that it expects to recognize over a weighted average period of 1.3 years.

Restricted stock unit awards

The following table summarizes restricted stock unit activity for the year ended December 31, 2025 and provides information for unvested shares as of December 31, 2025:

The fair value of the awards granted in 2025, 2024 and 2023 was$8.6 million,$7.4 million and$6.5 million, respectively. The fair value of awards that vested in 2025, 2024 and 2023 was$4.6 million,$2.8 million and$0.7 million, respectively. As of December 31, 2025, the Company had$8.9 million in unrecognized compensation costs related to its restricted stock unit awards that it expects to recognize over a weighted average period of 1.7 years.

Performance units

In 2023, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to performance and market conditions. The performance condition relates to the Company’s adjusted EBITDA and the market condition relates to Excelerate’s relative total shareholder return as compared to its peer group. Changes in the Company’s expected adjusted EBITDA performance as compared to award metrics will be recorded to the consolidated statement of income over the vesting period.

In 2024 and 2025, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return.

The fair values of the market conditions on the performance units granted in 2023, 2024 and 2025 are calculated based on a Monte Carlo simulation on the grant date, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatility was based on the median of the historical volatility of the companies that comprise the Vanguard Energy ETF market index over the expected life of the granted units. The Company used estimates of forfeitures to estimate the expected term of the grants. The reversal of any expense due to forfeitures is accounted for as they occur.

The table below describes the assumptions used to value the awards granted in 2025 and 2024:

The following table summarizes performance unit activity for theyear ended December 31, 2025 and provides information for unvested performance units (reflected at target performance) as of December 31, 2025:

The fair value of the performance units granted in 2025, 2024 and 2023 was$6.1 million,$4.4 million and$2.4 million, respectively. No awards vested in 2025 or 2023. The fair value of awards that vested in 2024 was less than $0.1 million. As of December 31, 2025, the Company had$5.5 million in unrecognized compensation costs related to its performance units that it expects to recognize over a weighted average period of 1.8 years.

The Company’s income before income taxes is comprised of the following for theyears ended December 31, 2025, 2024 and 2023 (in thousands):

Income tax expense (benefit) is comprised of the following for theyears ended December 31, 2025, 2024 and 2023 (in thousands):

The provision for income taxes for the years ended December 31, 2025, 2024 and 2023 was$27.9 million,$26.1 million and$33.2 million, respectively. The change was primarily attributable to the year-over-year change in the geographical distribution of income.

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective tax rate is comprised of the following for theyears ended December 31, 2025, 2024 and 2023 (in thousands, except for percentages):

The effective tax rate for the years ended December 31, 2025, 2024 and 2023 was 14.3%,14.6% and 20.8%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

The tax effect of each type of temporary difference and carryforward that gives rise to a significant deferred tax asset or liability as of December 31, 2025 and 2024 are as follows (in thousands):

The Company has foreign and U.S. corporate subsidiaries for which it records deferred taxes. The Company has $131.7 million of net operating loss carryforwards as of December 31, 2025. Of these, $1.5 million will expire between 2026 and 2035. The remaining net operating loss carryforwards have an unlimited carryforward period, the majority of which are subject to an annual limitation of 50% of taxable income for the year.

The Company recorded a valuation allowance to reflect the estimated amount of certain deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors, including the Company's operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods. Total valuation allowances increased by$34.1 million during the year ended December 31, 2025, primarily due to the Acquisition, foreign tax credit carryforward and the generation of net operating losses in foreign jurisdictions, which the Company believes, more likely than not, will not be realized. Total valuation allowances increased by$7.8 million during the year ended December 31, 2024, primarily due to the U.S. federal deferred tax assets related to the investment in partnership, foreign tax credit carryforward and the generation of net operating losses in foreign jurisdictions, which the Company believes, more likely than not, will not be realized.

The Company recognizes the tax benefit from an uncertain tax provision only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. The Company’s policy is to recognize accrued interest and penalties related to uncertain tax positions in income tax expense in the consolidated financial statements. For the years ended December 31, 2025 and 2024, the Company did not have any cash payments of interest and penalties associated with uncertain tax positions. The Company does not anticipate material changes in the total amount or composition of its unrecognized tax benefits within 12 months of the reporting date.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is shown below (in thousands):

The Company and its subsidiaries file income tax returns in the U.S., various foreign, state and local jurisdictions. The Company is currently under income tax examination in Israel related to the 2020 and 2021 tax years. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2021 and outside the U.S. for the tax years ending after 2019.

Income taxes paid, net of refunds, for the period ended December 31, 2025 are as follows (in thousands):

(1)

The amount of income taxes paid (net of refunds received) to respective individual state(s) during the year do not meet the 5% disaggregation threshold.

(2)

The amount of income taxes paid (net of refunds received) to respective individual jurisdiction(s) during the year do not meet the 5% disaggregation threshold.

Excelerate is a corporation for U.S. federal and state income tax purposes. EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level.

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 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 the Company’s contract and revenue with its customer ends.

The Organization for Economic Co-operation and Development has established the Pillar Two Framework, which generally provides for a minimum effective tax rate of 15%. The Pillar Two Framework has been supported by numerous countries worldwide. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. The Company is evaluating the potential impact of the Pillar Two Framework on income taxes in future periods, including potential impacts to its TRA liability, pending legislative adoption by additional individual countries. In January 2026, the OECD issued a comprehensive Side-by-Side Package, which introduces additional administrative guidance intended to enhance coordination and simplify aspects of the global minimum tax framework. The package includes several new safe harbors including the new Side-by-Side and Ultimate Parent Entity safe harbors that may deem certain top-up taxes to be zero in jurisdictions with qualifying minimum tax regimes, such as the United States. We will continue to monitor additional administrative guidance and legislative action to incorporate the guidance into local law to assess the global impact of the Pillar Two Framework rules.

In July 2025, President Trump signed into law the legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes various provisions which, among other impacts, modify and make permanent certain business tax provisions originally enacted in the 2017 Tax Cuts and Jobs Act. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The legislation does not have a significant impact on tax expense in 2025.

Related party transactions

The Company had one debt instrument with related parties as of December 31, 2025 – the Exquisite Financing. For details on this debt instrument, see Note 12 – Long-term debt – related party.

The following transactions with related parties are included in the accompanying consolidated statements of income (in thousands):

The following balances with related parties are included in the accompanying consolidated balance sheets (in thousands):

EELP and certain of its subsidiaries and affiliates are party to certain agreements with Kaiser and affiliates of Kaiser.

Kaiser issued an uncapped construction and operational guarantee in 2007 in favor of the Secretary of Transportation, United States of America, as represented by the Maritime Administrator (“MARAD”), in respect of Northeast Gateway Energy Bridge, LP’s obligations related to the design, construction, operations and decommissioning under the deepwater port license issued by MARAD. In addition, Kaiser obtained a letter of credit in favor of MARAD to cover decommissioning costs, which was most recently amended and increased to $18.7 million in December 2024.

Defined contribution plan

The Company’s full-time employees are eligible to participate in a 401(k) plan that, beginning in 2024, is administered by a third party. Prior to 2024, the administrative agent was a related party of Kaiser. The Company makes a safe harbor matching contribution equal to 100% of the employee’s salary deferrals that do not exceed 3% of compensation plus 50% of the employee’s salary deferrals between 3% and 5% of compensation. The safe harbor matching contribution is 100% vested. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. The Company recorded$0.9 million,$0.7 million and$1.0 million in compensation expense related to the plan during the years ended December 31, 2025, 2024 and 2023, respectively.

Concentration risk

The Company is subject to concentrations of credit risk principally from cash and cash equivalents, restricted cash, derivative financial instruments, and accounts receivable. The Company limits the exposure to credit risk with cash and cash equivalents and restricted cash by placing it with highly rated financial institutions. Additionally, the Company evaluates the counterparty risk of potential customers based on credit evaluations, including analysis of the counterparty’s established credit rating or assessment of the counterparty’s creditworthiness based on an analysis of financial condition when a credit rating is not available, historical experience, and other factors.

To manage credit risk associated with interest rate hedges, the Company selects counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to the Company’s derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate. The impact of credit risk, as well as the ability of each party to fulfill its obligations under the Company’s derivative financial instruments, is considered in determining the fair value of the contracts. Credit risk has not had a significant effect on the fair value of the Company’s derivative instruments. The Company does not have any credit risk-related contingent features or collateral requirements associated with its derivative contracts.

The following table shows customers with revenues of 10% or greater of total revenues:

Certain customers may purchase a high volume of LNG and/or natural gas from the Company. These purchases can significantly increase their percentage of total revenues as compared to those customers who are only terminal service customers. This increase in revenue from their purchases is exacerbated in periods of high market pricing of LNG and natural gas. In conjunction with these LNG and natural gas sales, the Company’s cost of LNG, gas and power also increases by a similar percent due to the increase in volume and market pricing of LNG incurred for such revenue. As such, the changes in revenues by customer may be disproportionate to the relative changes in concentration risk within the Company’s operations.

Substantially all of the net book value of the Company’s long-lived assets are located outside the United States. The Company’s fixed assets are largely comprised of floating regasification terminals that can be deployed globally and therefore are not subject to significant concentration risk. Approximately 20% of the Company’s fixed assets are located in Jamaica.

Commitments and contingencies

The Company may be involved in legal actions in the ordinary course of business, including governmental and administrative investigations, inquiries and proceedings concerning employment, labor, environmental and other claims. The Company will recognize a loss contingency in the consolidated financial statements when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a loss may have been incurred. Gain contingencies are not recorded until realized.

The Company’s LNG future purchase obligations are primarily based on monthly Henry Hub natural gas futures, TTF futures, or Brent Crude pricing, times a fixed percentage or with a contractual spread where applicable. Some obligations depend on supplier LNG facilities becoming operational.

The following table summarizes the Company’s future LNG purchase and capacity obligations as of December 31, 2025 (in thousands):

(1)

Total costs incurred under take-or-pay or throughput obligations for the years ended December 31, 2025 and 2024 were approximately$258.3 million and$43.0 million, respectively. No costs were incurred for theyear ended December 31, 2023.

Asset retirement obligations

The Company’s asset retirement obligation represents the present value of estimated future costs associated with the decommissioning of the Northeast Gateway Deepwater LNG Port in the Massachusetts Bay, the Montego Bay and Old Harbour LNG terminals, the Clarendon combined heat and power plant, and related pipelines in Jamaica. In accordance with the related licenses and permits, the Company is legally required to decommission the assets and estimates that this will occur at the end of the related pipeline capacity agreement in 2032 for the Northeast Gateway Deepwater LNG Port, in 2043 for the Montego Bay terminal and pipelines and in 2050 for the Old Harbour terminal and Clarendon combined heat and power plant and their related pipelines.

The following table presents the balances for asset retirement obligations and the changes due to accretion expense (in thousands):

Supplemental disclosures for consolidated statement of cash flows

Supplemental disclosures for the consolidated statement of cash flows consist of the following (in thousands):

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets as of December 31, 2025 and December 31, 2024 (in thousands):

Accumulated other comprehensive income

Changes in components of accumulated other comprehensive income were (in thousands):

Subsequent events

Dividend Declaration

On February 19, 2026, the Company’s board of directors approved a cash dividend, with respect to the quarter ended December 31, 2025, of$0.08 per share of Class A Common Stock. The dividend is payable on March 26, 2026, to Class A Common Stockholders of record as of the close of business on March 11, 2026. EELP will make a corresponding distribution of$0.08 per interest to holders of Class B interests on the same date as the dividend payment.