Excelerate Energy, Inc.

Previous wording

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Once natural gas is liquefied, it needs an inlet into the countries where it will be consumed – and Excelerate provides that home for LNG. Our assets are the receiving point across the globe for LNG, which we convert back into natural gas through the process of regasification. That natural gas is then used by us, our customers, or other end users further downstream for lower carbon emitting power generation or direct energy consumption. At Excelerate, we believe that access to energy sources such as LNG is critical to assist countries in growing their economies, enhancing their energy security, and advancing their decarbonization efforts.

Current wording

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Once natural gas is liquefied, it needs an inlet into the countries where it will be consumed – Excelerate provides that home for LNG. Our assets are the receiving points across the globe for LNG, which we convert back into natural gas through the process of regasification. That natural gas is then used by us, our customers, or other end users further downstream for lower carbon emitting power generation or direct energy consumption. At Excelerate, we believe that access to energy sources such as LNG is critical to assist countries in growing their economies, enhancing their energy security, and advancing their decarbonization efforts.

Previous wording

Our business is substantially supported by long-term, take-or-pay agreements, which provide consistent revenue and cash flow from our high-quality customer base. Under these agreements, we either provide regasification services or utilize our assets to directly provide natural gas, LNG, power, or steam to our customers. As of September 30, 2025, we control or operate 11 floating regasification terminals, one onshore regasification terminal and a combined heat and power plant. We have one new floating regasifiation terminal currently being constructed by Hyundai Heavy Industries in South Korea, which we expect to bring online in 2026 to support our expansion plans and to meet the growing need for floating regasification capacity.

Current wording

Our business is substantially supported by long-term, take-or-pay agreements, which provide consistent revenue and cash flow from our high-quality customer base. Under these agreements, we either provide regasification services or utilize our assets to directly provide natural gas, LNG, power, or steam to our customers. As of March 31, 2026, we controlled or operated 11 floating regasification terminals, one onshore regasification terminal and a combined heat and power plant. We have one new floating regasification terminal that was constructed by Hyundai Heavy Industries in South Korea, which we took delivery of in the second quarter of 2026.

Previous wording

Our business spans the globe, with regional presences in 12 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Jamaica, Pakistan, the United Arab Emirates (“UAE”), and the United States. As operators, we have completed more than 3,100 ship-to-ship transfers of LNG with over 50 LNG operators and have safely delivered more than 7,800 billion cubic feet of natural gas through 19 LNG regasification terminals. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland, Jamaica and the UAE. We are also one of the largest providers of regasified LNG in Brazil as well as in Pakistan, where we have regasified more LNG than any other provider in the past 10 years.

Current wording

Our business spans the globe, with a regional presence in 14 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Iraq, Jamaica, Pakistan, the United Arab Emirates (“UAE”), and the United States. As of March 31, 2026, we have completed more than 3,900 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 8,100 billion cubic feet of natural gas through 19 LNG regasification terminals. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland, Jamaica and the UAE. We are also one of the largest providers of regasified LNG capacity in Brazil as well as in Pakistan, where we have regasified more LNG than any other provider in the past 10 years.

Previous wording

For the three months ended September 30, 2025, we generated revenues of $391.0 million, net income of $55.0 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $129.3 million. For the three months ended September 30, 2024, we generated revenues of $193.4 million, net income of $45.5 million and Adjusted EBITDA of $92.3 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

Current wording

For the three months ended March 31, 2026, we generated revenues of $433.4 million, net income of $50.0 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $122.2 million. For the three months ended March 31, 2025, we generated revenues of $315.1 million, net income of $52.1 million and Adjusted EBITDA of $100.4 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

Previous wording

In October 2025, we executed a definitive commercial agreement with a subsidiary of Iraq’s Ministry of Electricity for the development of the country’s first LNG import terminal, which will be located at the Port of Khor Al Zubair. The integrated project includes a five-year agreement for regasification services and LNG supply with extension options, and a minimum contracted offtake of 250 million standard cubic feet per day (MMscf/d).

Current wording

In October 2025, we executed a definitive commercial agreement with a subsidiary of Iraq’s Ministry of Electricity for the development of the country’s first LNG import terminal. The integrated project includes a five-year agreement for regasification services and LNG supply with a customer extension option, and a minimum contracted offtake of 250 million standard cubic feet per day (“MMscf/d”). Jetty reinforcement and construction of the fixed terminal infrastructure have been delayed temporarily due to the conflict in the Middle East and the terminal is no longer expected to commence operations in the third quarter of 2026 as previously disclosed. While we continue to procure materials for and carry out limited pre-construction activities on the terminal, we are delaying on-site construction activities until such time as these can be safely undertaken.

Previous wording

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

Current wording

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

Previous wording

We incurred transition and transaction expenses related to consulting, legal and due diligence costs incurred as part of and in preparation for the Acquisition.

Current wording

We incurred transition and transaction expenses related to consulting, legal and due diligence costs incurred as part of and in preparation for the Acquisition (as defined herein).

Previous wording

We closed on the Acquisition in May 2025, therefore our results of operations for the three and nine months ended September 30, 2025 only contain a partial period of Jamaican operating results. Results of operations for the three and nine months ended September 30, 2024 do not contain the results of Jamaican operations.

Current wording

We closed the acquisition of New Fortress Energy Inc.’s business in Jamaica (the “Acquisition”) in May 2025. Therefore our results of operations for the three months ended March 31, 2025 do not contain the results of Jamaican operations.

Previous wording

We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less cost of LNG, gas and power and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information.

Current wording

We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less direct cost of sales and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance.

Current wording

Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization expense, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance.

Previous wording

Net income was $55.0 million for the three months ended September 30, 2025, an increase of $9.5 million, as compared to $45.5 million for the three months ended September 30, 2024. Net income was higher primarily due to the addition of Jamaica operating income ($22.0 million), and an increase in LNG, gas and power sales opportunities ($9.2 million), partially offset by an increase in interest expense due to our new 2030 Notes, net of the effects of the Term Loan Facility paydown ($13.4 million), a decrease in interest income ($3.4 million), and transition and transaction costs incurred as a result of the Acquisition ($2.2 million).

Current wording

Net income was $50.0 million for the three months ended March 31, 2026, a decrease of $2.1 million, as compared to $52.1 million for the three months ended March 31, 2025. Net income was lower primarily due to an increase in interest expense due to our new 2030 Notes (as defined herein) net of the effects of the Term Loan Facility (as defined herein) paydown ($13.2 million), the addition of depreciation and amortization in Jamaica ($9.7 million), a seasonal maintenance project ($4.1 million), and an increase in provision for income taxes ($3.4 million), as discussed below, partially offset by the addition of long-term LNG, gas and power sales agreements ($23.2 million), transition and transaction costs incurred in the first quarter of 2025 as a result of the Acquisition ($3.7 million), and additional short-term LNG, gas and power sales opportunities ($2.1 million).

Previous wording

Gross Margin was $112.9 million for the three months ended September 30, 2025, an increase of $29.3 million, as compared to $83.6 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, Adjusted Gross Margin was $144.6 million, an increase of $38.0 million, as compared to $106.6 million for the three months ended September 30, 2024. Gross Margin and Adjusted Gross Margin were higher primarily due to the Acquisition ($32.2 million), and an increase in LNG, gas and power sales opportunities ($9.2 million). Gross Margin was partially offset by the addition of depreciation and amortization in Jamaica ($10.4 million).

Current wording

Gross Margin was $106.3 million for the three months ended March 31, 2026, an increase of $15.5 million, as compared to $90.8 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, Adjusted Gross Margin was $137.3 million, an increase of $24.9 million, as compared to $112.4 million for the three months ended March 31, 2025. Gross Margin and Adjusted Gross Margin were higher primarily due to the addition of long-term LNG, gas and power sales agreements ($23.2 million) and additional short-term LNG, gas and power sales opportunities ($2.1 million), partially offset by a seasonal maintenance project ($4.1 million). Gross Margin was also impacted by the addition of depreciation and amortization in Jamaica ($9.7 million).

Previous wording

Adjusted EBITDA was $129.3 million for the three months ended September 30, 2025, an increase of $37.0 million, as compared to $92.3 million for the three months ended September 30, 2024. Adjusted EBITDA was higher primarily due to the Acquisition ($32.8 million) and an increase in LNG, gas and power sales opportunities ($9.2 million), partially offset by a decrease in interest income ($3.4 million).

Current wording

Adjusted EBITDA was $122.2 million for the three months ended March 31, 2026, an increase of $21.8 million, as compared to $100.4 million for the three months ended March 31, 2025. Adjusted EBITDA was higher primarily due to the addition of long-term

Previous wording

Terminal services revenues were $145.9 million for the three months ended September 30, 2025, a decrease of $4.2 million as compared to $150.1 million for the three months ended September 30, 2024. Terminal services revenues were lower primarily due to lower reimbursable costs.

Current wording

Terminal services revenues were $158.3 million for the three months ended March 31, 2026, an increase of $9.9 million as compared to $148.4 million for the three months ended March 31, 2025. Terminal services revenues were higher primarily due to increased contract rates and an additional subcharter opportunity in the first quarter of 2026.

Previous wording

Operating expenses were $44.5 million for the three months ended September 30, 2025, a decrease of $0.9 million, as compared to $45.4 million for the three months ended September 30, 2024. The decrease in operating expenses was primarily due to decreased personnel costs in Argentina

Current wording

Operating expenses were $53.1 million for the three months ended March 31, 2026, an increase of $11.2 million, as compared to $41.9 million for the three months ended March 31, 2025. The increase in operating expenses was primarily due to a seasonal maintenance project, increased personnel costs in Argentina and operating expenses related to a subcharter opportunity in the first quarter of 2026.

Previous wording

Depreciation and amortization expenses were $31.8 million for the three months ended September 30, 2025, an increase of $8.8 million, as compared to $23.0 million for the three months ended September 30, 2024. Depreciation and amortization increased primarily due to the Acquisition.

Current wording

Depreciation and amortization expenses were $31.0 million for the three months ended March 31, 2026, an increase of $9.4 million, as compared to $21.6 million for the three months ended March 31, 2025. Depreciation and amortization increased primarily due to the Acquisition.

Previous wording

Selling, general and administrative expenses were $23.4 million for the three months ended September 30, 2025, a decrease of $0.4 million, as compared to $23.8 million for the three months ended September 30, 2025 and 2024. Selling, general and administrative expenses were essentially flat.

Current wording

Selling, general and administrative expenses were $24.3 million for the three months ended March 31, 2026, an increase of $2.9 million, as compared to $21.4 million for the three months ended March 31, 2025. Selling, general and administrative expenses increased primarily due to higher personnel costs.

Previous wording

Transition and transaction expenses were $2.2 million for the three months ended September 30, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition.

Current wording

Transition and transaction expenses were $3.7 million for the three months ended March 31, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition. We did not incur any transition and transaction expenses in the three months ended March 31, 2026.

Previous wording

Interest expense was $24.9 million for the three months ended September 30, 2025, an increase of $13.2 million, as compared to $11.7 million for the three months ended September 30, 2024. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown during the second quarter of 2025.

Current wording

Interest expense was $24.5 million for the three months ended March 31, 2026, an increase of $13.4 million, as compared to $11.1 million for the three months ended March 31, 2025. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown during the second quarter of 2025.

Previous wording

Other income, net was $3.4 million for the three months ended September 30, 2025, a decrease of $3.1 million, as compared to $6.5 million for the three months ended September 30, 2024. Other income, net, decreased primarily due to a decrease in interest income.

Current wording

Other income, net was $4.5 million for the three months ended March 31, 2026, a decrease of $1.7 million, as compared to $6.2 million for the three months ended March 31, 2025. Other income, net decreased primarily due to a decrease in interest income.

Previous wording

The provision for income taxes for the three months ended September 30, 2025 and 2024 was $7.9 million and $6.2 million, respectively. The provision for income taxes for the nine months ended September 30, 2025 and 2024 was $19.5 million and $20.5 million, respectively. The change was primarily attributable to the year-over-year change in the geographical distribution of income.

Current wording

The provision for income taxes for the three months ended March 31, 2026 and 2025 was $9.5 million and $6.0 million, respectively. The change was primarily attributable to the year-over-year change in the geographical distribution of income.

Previous wording

The effective tax rate for the three months ended September 30, 2025 and 2024, was 12.6% and 11.9%, respectively. The effective tax rate for the nine months ended September 30, 2025 and 2024, was 13.2% and 16.1%, respectively. The change was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Current wording

The effective tax rate for the three months ended March 31, 2026 and 2025, was 15.9% and 10.4%, respectively. The change was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Previous wording

Net income attributable to non-controlling interest was $41.1 million for the three months ended September 30, 2025, an increase of $4.5 million, as compared to $36.6 million for the three months ended September 30, 2024. The increase in net income attributable to non-controlling interest was primarily due higher net income attributable to owners of our Class B Common Stock.

Current wording

Net income attributable to non-controlling interest was $37.7 million for the three months ended March 31, 2026, a decrease of $3.0 million, as compared to $40.7 million for the three months ended March 31, 2025. The decrease in net income attributable to non-controlling interest was primarily due to lower net income attributable to owners of our Class B Common Stock.

Previous wording

Based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy in the 2024 Annual Report. For more information regarding our planned dividend payments, see Note 12 – Equity. As of September 30, 2025, we had $462.6 million in unrestricted cash and cash equivalents.

Current wording

Based on our cash positions, cash flows from operating activities and borrowing capacity under our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy in the 2025 Annual Report. For more information regarding our planned dividend payments, see Note 12 – Equity. As of March 31, 2026, we had $540.1 million in unrestricted cash and cash equivalents.

Previous wording

We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below. We expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the Tax Receivable Agreement (“TRA”), and pay cash dividends and distributions. Any determination to pay dividends to holders of our common stock and distributions to holders of EELP’s Class B interests will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt.

Current wording

We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, equity offerings, capital contributions and our operating cash flows as discussed below. We expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the Tax Receivable Agreement (“TRA”), and pay cash dividends and distributions. Any determination to pay dividends to holders of our common stock and distributions to holders of EELP’s Class B interests will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions on our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt financing.

Previous wording

On March 31, 2025, the Company 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 our Class A common stock, par value $0.001 per share (the “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 us pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, we granted the underwriters an option, exercisable for 30 days, 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 on April 2, 2025. The underwriters’ option was fully exercised and subsequently closed on May 1, 2025. The net proceeds from the Equity Offering to us from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million.

Current wording

In March 2025, the Company 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 our 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 us pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, we granted the underwriters an option, exercisable for 30 days, 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 us from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million.

Previous wording

Cash flows provided by operating activities increased by $162.0 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to differences in the timing of collections and payments related to LNG, gas and power purchases and sales, interest expense on the 2030 Notes, collections received after our power barge assets went into service, and drydock expenditures.

Current wording

Cash flows provided by operating activities decreased by $94.8 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to differences in the timing of collections and payments related to LNG, gas and power purchases and sales, and interest expense on the 2030 Notes (as defined herein).

Previous wording

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which increased by $1,127.8 million for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to the Acquisition, the 2025 milestone payments under the Newbuild Agreement (as defined herein), and the purchase of Shenandoah in the third quarter of 2025.

Current wording

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which decreased by $17.8 million for the three months ended March 31, 2026, as compared to the same period in 2025. The decrease was primarily due to payments made in 2025 for Acadia, partially offset by payments made in 2026 related to our new project in Iraq.

Previous wording

Financing cash flows increased by $838.9 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to $800.0 million in borrowings as a result of the Debt Offering (as defined herein), $201.8 million in proceeds from the Equity Offering and $27.2 million paid in 2024 to repurchase Class A Common Stock, partially offset by a $149.9 million increase in repayments on long-term debt and finance leases, payments of $20.3 million for debt issuance costs in 2025 and an increase of $17.8 million in dividends and distributions paid.

Current wording

Cash flows used in financing activities increased by $3.2 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to $4.5 million paid to repurchase stock in 2026 and a increase of $2.7 million in dividends and distributions paid, partially offset by a $4.5 million increase in repayments on long-term debt and finance leases.

Previous wording

The following table summarizes our cash outlays for capital projects for the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table summarizes our cash outlays for capital projects for the three months ended March 31, 2026 and 2025:

Previous wording

On May 5, 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 on May 15, 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears on each May 15 and November 15, beginning on November 15, 2025. Excelerate intends to use the net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering and cash on hand to (i) fund the consideration payable by the Company in the Acquisition, (ii) repay the outstanding borrowings under the Term Loan Facility, and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP.

Current wording

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 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.

Previous wording

On April 18, 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 us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.

Current wording

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. Proceeds from the EE Revolver may be used for working capital and other general corporate purposes. The EE Revolver originally enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.

Previous wording

On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, 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”). In April 2023, we purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.

Current wording

In March 2023, EELP entered into an amended and restated senior secured credit agreement (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, the “EE Facilities”).

Previous wording

On March 26, 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.

Current wording

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.

Previous wording

On April 21, 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 17, 2029 and (ii) an increase in the aggregate commitments under the revolving facility to $500.0 million. 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 (as defined herein). The Company also unwound the remaining interest rate swaps associated with the Term Loan Facility.

Current wording

In April 2025, EELP and the Company entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement, which provided 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 EE Revolver to $500.0 million. In accordance with 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 interest rate swaps associated with the Term Loan Facility.

Previous wording

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 September 30, 2025.

Current wording

As of March 31, 2026, 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 March 31, 2026 and up to $500.0 million of the EE Revolver may be used for letters of credit. We have $133.6 million in letters of credit outstanding as of March 31, 2026, under a bilateral facility.

Previous wording

As of September 30, 2025, we were in compliance with the covenants under our debt facilities.

Current wording

As of March 31, 2026, the Company was in compliance with the covenants under its debt facilities.

Previous wording

We are the lessee to one floating regasification terminal lease and one vessel lease. Additionally, we have operating leases for offices in various locations under noncancelable leases.1 As of December 31, 2024, we had future minimum lease payments totaling $5.6 million. As of September 30, 2025, we had future minimum lease payments totaling $220.3 million and are committed to $8.9 million in year one, $67.9 million for years two and three, $68.0 million for years four and five and $75.6 million thereafter.

Current wording

We are the lessee of one floating regasification terminal lease and one vessel lease. Additionally, we have operating leases for offices in various locations under noncancelable leases. As of December 31, 2025, we had future minimum lease payments totaling $212.0 million. As of March 31, 2026, we had future minimum lease payments totaling $205.1 million and are committed to $25.8 million in year one, $69.5 million for years two and three, $66.0 million for years four and five and $43.8 million thereafter.

Previous wording

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. As of December 31, 2024, we had future minimum lease payments totaling $240.4 million. As of September 30, 2025, we had future minimum lease payments totaling $215.5 million and are committed to $8.3 million in payments in year one, $66.5 million for years two and three, $55.2 million for years four and five and $85.6 million thereafter.

Current wording

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. As of December 31, 2025, we had future minimum lease payments totaling $207.2 million. As of March 31, 2026, we had future minimum lease payments totaling $198.9 million and are committed to $24.9 million in payments in year one, $60.8 million for years two and three, $55.2 million for years four and five and $58.0 million thereafter.

Previous wording

In October 2022, we signed a construction agreement (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new floating regasification terminal to be delivered in 2026. We made milestone payments of approximately $50 million, $30 million and $20 million in the fourth quarter of 2024, first quarter of 2025 and second quarter of 2025, respectively, leaving approximately $210 million in remaining spend. The final installment is due concurrently with the delivery of the floating regasification terminal, which is expected in 2026.

Current wording

In October 2022, we signed a construction agreement with HD Hyundai Heavy Industries for a new floating regasification terminal. We made milestone payments of approximately $50 million, $30 million and $20 million in the fourth quarter of 2024, first quarter of 2025 and second quarter of 2025, respectively, leaving approximately $210 million in remaining spend. The final installment was made concurrently with the delivery of the terminal, which occurred in the second quarter of 2026.