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Stabilis Solutions, Inc.

For the period ended Dec 31, 2025. Filed Mar 5, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 5, 2026

SLNG$3.58-4.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-25.

0001437749-25-005086

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-05.

0001437749-26-007090

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 105 previous paragraphs and 116 current paragraphs.

62 unchanged; 28 reworded; 26 added; 15 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 15 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (26)

Current report

The Company also builds power and control systems for the energy industry in China through its 40% owned Chinese joint venture, BOMAY. BOMAY is accounted for under the equity method of accounting.

Current report

During the fourth quarter of 2025, two multi-year customer contracts concluded in accordance with their terms. The completed contracts were for temporary remote power in Louisiana, and the Company’s truck-to-vessel LNG marine bunkering services in Galveston, Texas. The marine customer elected not to extend the agreement due to the unavailability of suitable Jones Act-compliant LNG bunker vessels during the contemplated extension period. The two contracts accounted for approximately 19% and 32% of 2025 revenues, respectively.

Current report

In 2025, the Company executed two, ten-year LNG supply bunkering agreements, commencing in 2027, with two global marine cruise vessel operators to supply LNG and to anchor development of a new 350,000 gallon-per-day, waterfront LNG liquefaction facility in Galveston, Texas. There are conditions precedent to the LNG supply bunkering agreements which include the Company successfully finalizing project financing by the first quarter 2026 and completing construction on the proposed Galveston LNG liquefaction facility by the second quarter 2028. The Company continues to advance its proposed Galveston liquefaction facility, along with a Jones Act-compliant LNG bunkering vessel, toward an expected Final Investment Decision (“FID”). The Company has secured customer commitments for approximately 56% of the project’s proposed planned 350,000 gallons-per-day (“gpd”) capacity and is engaged in late-stage discussions with multiple potential customers to secure the remaining available offtake. The total capital required for the project is estimated at $350 million to $400 million. Financing for the project is progressing with counterparties conducting detailed due diligence and active negotiations on definitive documentation and key commercial terms. If successful, the proposed Galveston LNG liquefaction facility is expected to be strategically located to continue to support and expand the Company's marine bunkering services to additional marine markets. With the construction of the facility, the Company also plans to commission a dedicated Jones Act-compliant LNG bunkering vessel to serve the Port of Galveston, Port of Houston and surrounding Gulf Coast markets. This vessel will transport LNG from the facility directly to customer vessels. Together, the new LNG facility and new bunkering vessel are expected to create a fully integrated, last-mile LNG delivery solution for customers.

Current report

During the fourth quarter 2025, the Company entered into a time charter agreement with Seaspan Energy Ltd. for the Garibaldi for a period of two years commencing in 2026. The Company has the option to extend the term of the time charter for an additional one year and an option to purchase the Garibaldi during the term of the time charter.

Current report

In February 2026, the Company executed a multi-year take-or-pay contract to supply LNG for behind-the-meter power generation for a provider of remote and temporary power generation at a data center. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. Total revenue under the initial term of the contract is estimated to approximately $200 million. This contract represents the Company’s first-ever contract in support of data center behind-the-meter power generation, consistent with its strategic focus on growing, high-value vertical markets.

Current report

Selling, general and administrative. Selling, general and administrative expense increased $1.4 million, or 12.1%, during the Current Year as compared to the Prior Year. The increase is primarily attributable to Mr. Ballard's severance related expenses of $2.1 million and higher office lease cost in the Current Year, partially offset by lower compensation expense.

Current report

Interest income (expense), net. Interest income, net was $42 thousand in the Current Year compared to $0.1 million the Prior Year. In both periods, interest income related to interest earned on the Company's cash balance. Interest income was slightly lower in the Current Year due to lower cash balances in the Current Year and a lower average interest rate on cash balances in the Current Year.

Current report

As of December 31, 2025, the Company was in compliance with all financial covenants under its debt agreements, including its minimum consolidated debt service ratio under its AmeriSate Secured Term Loan Facility. The Company’s efforts to expand its business include anticipated significant capital expenditures, the successful deployment of a marine bunkering vessel with a time charter that commences in 2026, and a successful financing transaction associated with the proposed Galveston LNG liquefaction facility, all of which are yet to occur. The Company believes it is probable that it will continue to maintain compliance with its covenants, however, in the event the Company is unable to maintain minimum profitability in accordance with its forecast and historical trends, it is reasonably possible that the Company could fail to maintain compliance with its consolidated debt service ratio which, if not cured or waived, would give AmeriState Bank the right to accelerate repayment of outstanding borrowings under the AmeriState Secured Term Loan Facility, which totaled $7.2 million as of December 31, 2025. Such acceleration could adversely effect our liquidity, our ability to continue expansion efforts and continue normal operations.

Current report

We will continue to monitor covenant compliance closely and evaluate additional actions which may include reducing discretionary capital expenditures, delaying certain growth initiatives, or seeking alternative sources of financing if needed. The Company believes that its relations with its lenders are good and that a waiver could be obtained in the event a violation occurred; however, there can be no assurance that additional actions taken by the Company, if required, could prevent a possible covenant violation or that the Company would be successful in obtaining a covenant waiver in the event a covenant violation occurred.

Current report

The Company continues to advance its proposed Galveston liquefaction facility along with a Jones Act-compliant LNG bunkering vessel toward an expected FID. The Company has secured customer commitments for approximately 56% of the project’s proposed 350,000 gallons-per-day capacity and is engaged in late-stage discussions with multiple potential customers to secure the remaining available offtake.

Current report

Additional investment in the Company’s proposed Galveston liquefaction facility is estimated at $350 million to $400 million. The financing and structure of the proposed Galveston liquefaction facility is anticipated to be in the form of a separate entity with a combination of third-party equity and debt that would be nonrecourse to the Company. The financing is progressing with counterparties conducting detailed due diligence and active negotiations on definitive documentation and key commercial terms. The Company does not intend to commit to the use of significant additional funds related to the proposed Galveston LNG liquefaction facility without securing the financing. However, there is no guarantee that additional financing will be available or available at terms that would be beneficial to the Company.

Current report

The Company entered into a time charter agreement for the time charter of a liquefied natural gas bunkering vessel, the Garibaldi, for a period of two years commencing in 2026. The time charter represents an operating lease and includes an option to lease the vessel for an additional year and/or purchase the Garibaldi at the conclusion of the initial or extended term.

Current report

In February 2026, the Company executed a multi-year take-or-pay contract to supply LNG for a power generation behind-the-meter remote and temporary power generation and energy services at a data center. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. Total revenue under the initial term of the contract is estimated to be approximately $200 million. This contract represents the Company’s first contract in support of data center behind-the-meter power generation, consistent with its strategic focus on growing, high-value vertical markets. The supply agreement will require investment of approximately $25.0 million in capital additions and near term working capital needed to fund the start-up of the project which will be funded by customer prepayments. The Company received a prepayment of $15.0 million during February 2026, and expects an additional $10.0 million during the next six months. The prepayment received is restricted as to use for equipment, commissioning and working capital requirements for this project; however the Company will not be required to repay any of the prepayment at conclusion of the contract.

Current report

Fixed assets are recorded at historical cost and depreciated over their useful lives on a straight-line basis. The determination of when and what amount of costs associated with the purchase or construction of new fixed assets that should be capitalized as fixed assets can be subjective. The Company’s policy is to capitalize direct costs related to the purchase or construction of a fixed asset when the acquisition or completion of the asset as intended is believed probable and when construction of the asset is considered both technically feasible and economically beneficial to the Company. Direct costs for constructed fixed assets include (but are not limited to) materials, equipment, engineering designs, transportation, contractor costs (and related subcontractors), internal and external labor costs and benefits, and interest expense on qualifying debt that are directly related to the construction of the asset. Direct costs for purchased assets include the fair value of the consideration paid to the seller as well as any other legal or closing costs, brokers' fees and commissions, closing fees; transportation costs. and other fees directly incurred to buy and install the asset for its intended use.

Current report

Indirect costs including general and administrative costs and overhead costs related to support functions, including executive management, accounting, purchasing, administration, marketing, human resources, and information systems are expensed as incurred.

Current report

Capitalization of additional direct costs made for existing assets already in use occurs if the cost meets one of the following criteria:

Current report

Repairs and maintenance to maintain the fixed asset in its original operating condition are not capitalized to fixed assets, but expensed as incurred.

Current report

Capitalization continues from when the acquisition or construction of the asset is deemed probable until the asset has been placed in service or until the Company determines that acquisition or completion of the asset is no longer probable. Once a fixed asset is placed into service, the fixed asset is depreciated over its useful life on a straight-line basis. See also Note 5 of the Notes to Consolidated Financial Statements for the general categories of fixed assets, their useful lives and total cost.

Current report

If the construction or acquisition of a fixed asset that was previously believed to be probable of completion is then determined to no longer be probable, any capitalization of future costs ceases and the asset is assessed for impairment.
Removed paragraphs (15)

Previous report

The Company maintains a three-year revolving credit facility with Cadence Bank for a maximum aggregate amount of $10 million, which expires in June 2026. The Company may request an increase in the maximum aggregate amount by up to $5 million, subject to the approval by Cadence Bank. All borrowings under the Revolving Credit Facility are secured by the Company's accounts receivable and deposit accounts, subject to a borrowing base of 80% of eligible accounts receivable. The revolving credit facility provides additional sources of liquidity, if needed, to fund additional capital expenditures and/or bridge short-term liquidity needs for new contracts. See also Note 9 in the Notes to Consolidated Financial Statements for further discussion of our revolving credit facility.

Previous report

During the second quarter of 2023, the Company acquired the key components of a 100,000 LNG gallon per day liquefaction train for $6.0 million. During 2024, the Company installed four storage tanks acquired in this transaction at its liquefaction facility in George West, Texas. The Company is currently evaluating the best alternatives for installation of the remaining assets into its operations.

Previous report

Customer Contracts within our New and Expanding Markets for LNG

Previous report

The Company expects that LNG demand for marine fuel will increase as marine vessels that use LNG as the primary fuel of choice are delivered to vessel fleets and commence routine operations. During the fourth quarter of 2023, the Company entered into a marine bunkering contract with a cruise industry customer to deliver an estimated 22 million gallons of LNG per year. Additionally, the Company expects that LNG demand will increase to support anticipated increased commercial rocket launch activity. Stabilis is positioned to remain a key supplier of LNG as propellant and has contracts to supply high-purity propellant to two commercial space exploration companies.

Previous report

Customer Contracts–*** Supporting Energy Grid Resiliency***

Previous report

The Company continues to provide LNG for peak load, intermittent, and emergency relief power across multiple industries. During 2024, the Company secured the extension of its LNG supply agreement with a leading global provider of on-demand industrial power solutions to provide turnkey production and last mile delivery of up to 9.5 million gallons of LNG to generate roughly 23 megawatt-hours of grid resiliency power in support of communities along the Gulf Coast through May 2025.

Previous report

Effective January 31, 2025, the Company entered into a release and consulting agreement with Westervelt T. Ballard, Jr. (formerly the Company's President and Chief Executive Officer) pursuant to which the Company and Mr. Ballard mutually agreed to terminate his employment as President and Chief Executive Officer and Mr. Ballard transitioned to a consultant of the Company. Additionally, Mr. Ballard voluntarily resigned as a member of the Company’s Board of Directors. Concurrent with Mr. Ballard's departure, the Company appointed the Company’s Chairman of the Board, J. Casey Crenshaw, as its Executive Chairman, and interim President and Chief Executive Officer. See Notes to the Consolidated Financial Statements, Note 17 - Subsequent Events, for additional discussion related to Mr. Ballard's departure and Mr. Crenshaw's expanded role.

Previous report

Selling, general and administrative. Selling, general and administrative expense decreased $1.1 million, or 8.8%, during the Current Year as compared to the Prior Year primarily due to decreased incentive compensation and personnel costs, including lower stock-based compensation expense.

Previous report

Interest income (expense), net. Interest expense, net decreased by $0.4 million in the Current Year primarily due to the Company's interest income on its cash balances and capitalized interest in the Current Year compared to the Prior Year. Additionally, lower debt service was incurred on lower debt balances in the Current Year.

Previous report

Interest expense, net - related parties. Related party interest expense decreased $0.1 million during the Current Year as compared to the Prior Year due to the pay off of the debt owed to MG Finance Co., Ltd. ("MG Finance"), a related party, in December of the Prior Year.

Previous report

On April 11, 2022, the Company filed a registration statement on Form S-3 (the "Shelf Registration") which was declared effective on April 26, 2022 and will permit the Company to issue up to $100.0 million in either common stock, preferred stock, warrants or a combination of the above, and gives the Company the flexibility to raise capital to fund working capital requirements, repay debt and/or fund future transactions. On December 16, 2022, the Company filed a prospectus supplement to the Shelf Registration that allows the Company to sell and issue shares of common stock directly to the public "at the market" as permitted in Rule 415 under the Securities Act. As a smaller reporting company, we are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the Shelf Registration to no more than one-third of our public float in any twelve month period as measured in accordance with such instruction. There is no assurance that we will be able to raise capital pursuant to the Shelf Registration on acceptable terms or at all. We made no issuances under the Shelf Registration during the year ended December 31, 2024. The current Shelf Registration expires April 25, 2025.
Reworded paragraphs (28)

Previous wording

Stabilis Solutions, Inc. and its subsidiaries is an energy transition company that provides turnkey clean energy production, storage, transportation and fueling solutions primarily using liquefied natural gas (“LNG”) to multiple end markets. We provide LNG solutions to customers in diverse end markets, including aerospace, agriculture, energy, industrial, marine bunkering, mining, pipeline, remote power and utility markets. LNG can be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. LNG can also be used to replace a variety of fuels, including distillate fuel oil, such as diesel and marine gas oil, and propane, among others, to provide environmental and economic benefits. Increasingly, LNG is being utilized as a transportation fuel in the marine industry and as a propellant in the private rocket launch sector. We believe that these fuel markets are large and provide significant opportunities for LNG usage.

Current wording

Stabilis Solutions, Inc. and its subsidiaries provide turnkey clean energy production, storage, transportation and fueling solutions using liquefied natural gas (“LNG”) to multiple end markets. We have safely delivered over 580 million gallons of LNG through more than 60,000 truck deliveries during our 22 year operating history, which we believe makes us one of the largest and most experienced small-scale LNG providers in North America. We provide LNG solutions to customers in diverse end markets, including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, remote power and utility markets. LNG can be used to replace a variety of fuels, including distillate fuel oil, such as diesel and marine gas oil, and propane, among others, to provide environmental and economic benefits. LNG can also be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. Increasingly, LNG is being utilized as a transportation fuel in the marine industry and as a propellant in the private rocket launch sector. Additionally, LNG can be used to generate electrical power for data centers where the data center either does not have adequate access to the electrical grid, a gas pipeline, or as a redundant source of power. We believe that these fuel markets are large and provide significant opportunities for LNG usage. We believe that LNG provides an important balance between environmental sustainability, security and accessibility, and economic viability when compared to both renewables and other traditional hydrocarbon-based fuels and will play a key role in the energy transition.

Previous wording

LNG Production and Sales—Stabilis builds and operates cryogenic natural gas processing facilities, called “liquefiers,” which convert natural gas into LNG through a purification and multiple stage cooling process. We currently own and operate a liquefier that can produce up to 100,000 LNG gallons per day in George West, Texas and a liquefier that can produce up to 30,000 LNG gallons per day in Port Allen, Louisiana. We also purchase LNG from third-party production sources which allows us to support customers in markets where we do not own liquefiers. We make the determination of LNG and transportation supply sources based on the cost of LNG, the transportation cost to deliver to regional customer locations, and the reliability of the supply source. Revenues earned from the production and sales of LNG are included within LNG Product revenue.

Current wording

LNG Production and Sales—Stabilis builds and operates cryogenic natural gas processing facilities, called “liquefiers,” which convert natural gas into LNG through a purification and multiple stage cooling process. We currently own and operate a liquefier that can produce up to 100,000 LNG gallons per day in George West, Texas and a liquefier that can produce up to 30,000 LNG gallons per day in Port Allen, Louisiana. The Company continues to seek expansion of its own liquefaction capacity as described in "Current Events and Expansion Efforts" below. We also purchase LNG from third-party production sources which allows us to support customers in markets where we do not own liquefiers. We make the determination of LNG supply sources based on the cost of LNG, the transportation cost to deliver to regional customer locations, and the reliability of the supply source. Revenues earned from the production and sales of LNG are included within LNG Product revenue.

Previous wording

Transportation and Logistics Services—Stabilis offers our customers a “virtual natural gas pipeline” by providing turnkey LNG transportation and logistics services in North America. We deliver LNG to our customers’ work sites from both our own production facilities and our network of third-party production sources located throughout North America. We own a fleet of cryogenic trailers to transport and deliver LNG. We also outsource similar equipment and transportation services from qualified third-party providers as required to support our customer base. Revenues earned from the transportation and logistical services of LNG to our customers are included within LNG Product revenue.

Current wording

Transportation and Logistics Services—Stabilis offers our customers a “virtual natural gas pipeline” by providing turnkey LNG transportation and logistics services in North America. We deliver LNG to our customers’ work sites from both our own production facilities and our network of approximately 31 third-party production sources located throughout North America. We own a fleet of cryogenic trailers to transport and deliver LNG. We also outsource similar equipment and transportation services for LNG from qualified third-party providers as required to support our customer base. Revenues earned from the transportation and logistical services of LNG to our customers are included within LNG Product revenue.

Previous wording

Cryogenic Equipment Rental—Stabilis operates a fleet of mobile LNG storage and vaporization assets, including: transportation trailers, electric and gas-fired vaporizers, ambient vaporizers, storage tanks, and mobile vehicle fuelers. We also own several stationary storage and regasification assets. We believe this is one of the largest fleets of small-scale LNG equipment in North America. Our fleet consists primarily of trailer-mounted mobile assets, making delivery to and between customer locations more efficient. We deploy these assets on job sites to provide our customers with the equipment required to transport, store, and consume LNG in their operations. Revenues earned from cryogenic equipment rental are included within Rental revenue.

Current wording

Cryogenic Equipment Rental—Stabilis operates a fleet of over 170 mobile LNG storage and vaporization assets, including: transportation trailers, electric and gas-fired vaporizers, ambient vaporizers, storage tanks, and mobile vehicle fuelers. We also own several stationary storage and regasification assets. We believe this is one of the largest fleets of small-scale LNG equipment in North America. Our fleet consists primarily of trailer-mounted mobile assets, making delivery to and between customer locations more efficient. We deploy these assets on job sites to provide our customers with the equipment required to transport, store, and consume LNG in their operations. Revenues earned from cryogenic equipment rental are included within Rental revenue.

Previous wording

In the third quarter of 2022, Stabilis received authorization from the DOE to export domestically produced LNG to all free trade ("FTA") and non-free trade ("non-FTA") countries, for up to 51.75 billion cubic feet per year (or approximately 1.0 MTPA) of natural gas equivalent. The authorization is for shipments of LNG and is for a term of 28 years with a remaining term of approximately 26 years under this authorization. As of December 31, 2024, the Company has met the initial time requirement to initiate exports to non-FTA countries. In 2024, we delivered LNG to Europe under this authorization. For exports to FTA countries, the Company has five years from the date it received the authorization with which to initiate exportation of LNG.

Current wording

In the third quarter of 2022, Stabilis received authorization from the DOE to export domestically produced LNG to all free trade ("FTA") and non-free trade ("non-FTA") countries, for up to 51.75 billion cubic feet per year (or approximately 1.0 MTPA) of natural gas equivalent. The authorization is for shipments of LNG and is for a term of 28 years with a remaining term of approximately 25 years under this authorization. In the third quarter of 2024, the Company met the initial time requirement to initiate exports to non-FTA countries. In 2024, we delivered LNG to Europe under this authorization. For exports to FTA countries, the Company has five years from the date it received the authorization with which to initiate exportation of LNG.

Previous wording

The DOE authorization received during the third quarter of 2022 supplements the Company's other existing export license from the DOE, which authorizes the Company to import and export LNG from and to Canada and Mexico, via truck. In 2024, we delivered LNG to Mexico under this authorization.

Current wording

The DOE authorization received during the third quarter of 2022 supplements the Company's other existing import and export license from the DOE. Under this license, the Company is authorized to import and export LNG from and to Canada and Mexico, via truck. Additionally, effective September 2024, the Company can import LNG, by vessel, from various international sources to any LNG import terminal in the United States.

Previous wording

During the Current Year revenues increased $0.2 million, or 0.2%, compared to the Prior Year. The increase in revenues primarily related to:

Current wording

During the Current Year revenues decreased $5.0 million, or 6.9%, compared to the Prior Year. The decrease in revenues primarily related to:

Previous wording

Costs of revenues. Cost of revenues decreased $2.9 million, or 5.2%, in the Current Year compared to the Prior Year. As a percentage of revenue, these costs were 71.0% and 75.1% in the Current Year and the Prior Year, respectively. The decrease in cost of revenues was attributable to:

Current wording

Costs of revenues. Cost of revenues decreased $1.8 million, or 3.5%, in the Current Year compared to the Prior Year. As a percentage of revenue, these costs were 73.6% and 71.0% in the Current Year and the Prior Year, respectively. The decrease in cost of revenues was attributable to:

Previous wording

Change in unrealized loss (gain) on natural gas derivatives. The Company incurred a gain of $0.3 million on the change in unrealized losses associated with the Company's natural gas derivatives in the Current Year compared to a gain of $0.5 million in the Prior Year. The gains in both periods were due to offsetting amortization of realized losses as call option volumes expired unexercised. See Note 4 in the Notes to the Consolidated Financial Statements for a further discussion of our derivatives.

Current wording

Change in unrealized loss (gain) on natural gas derivatives. The Company incurred a gain of $24 thousand on the change in unrealized gain associated with the Company's natural gas derivatives in the Current Year compared to a gain of $0.3 million in the Prior Year. The gains in both periods were due to offsetting amortization and the maturity of natural gas derivatives.

Previous wording

Gain on the disposal of fixed assets. The Company recorded a gain on the disposal of fixed assets of $0.8 million in the Current Year from the sale of various assets which included vaporizers and storage tanks primarily to customers on their sites. Gain on the disposal of fixed assets of $1.2 million was recognized in the Prior Year related to proceeds received on an insurance settlement pertaining to certain assets damaged in a fire in June of 2023 and from a settlement received for a damaged trailer.

Current wording

Loss (gain) on the disposal of fixed assets. The Company recorded a loss on the disposal of fixed assets of $24 thousand in the Current Year primarily related to an asset disposition, partially offset by a gain from the disposition of a damaged trailer. Proceeds of $0.2 million were received on the disposition of the damaged trailer. In the Prior Year, a gain of $0.8 million on the disposal of assets was recorded, in which proceeds of $0.8 million were received on the sale of certain assets, consisting of vaporizers and storage tanks.

Previous wording

Depreciation. Depreciation expense in the Current Year decreased $0.7 million compared to the Prior Year due to assets reaching the end of their depreciable lives.

Current wording

Depreciation. Depreciation expense in the Current Year increased $0.2 million compared to the Prior Year primarily due to new mobile assets and other capital expenditures in the Current Year. The increase was partially offset by other assets reaching the end of their depreciable lives.

Previous wording

Net Equity Income From Foreign Joint Ventures' Operations. Income from investments in foreign joint ventures decreased by $0.1 million, or 7.5%, in the Current Year compared to the Prior Year primarily due to lower earnings in China.

Current wording

Net Equity Income From Foreign Joint Ventures' Operations. Income from investments in foreign joint ventures decreased by $0.3 million, or 20.6%, in the Current Year compared to the Prior Year due to lower net profits from our China joint venture.

Previous wording

Other income (expense). Other expense was lower in the Current Year compared to the Prior Year, related to foreign exchange transactions.

Current wording

Other income (expense). Change in other expense was primarily related to miscellaneous and foreign exchange transactions.

Previous wording

*Income tax expense.*The Company incurred state and foreign income tax expense of $0.5 million during the Current Year primarily related to state income taxes owed from operating income and foreign taxes paid in connection with the cash dividend received from our BOMAY joint venture. The Company incurred state income and foreign tax expense of $0.2 million in the Prior Year. No U.S. federal income tax expense was recorded for the Current Year or Prior Year as the Company had sufficient deferred tax assets to offset any U.S. federal taxes which were fully offset by a change in the Company's valuation allowance on utilized deferred tax assets.

Current wording

*Income tax expense.*The Company incurred state and foreign income tax expense of $0.1 million during the Current Year primarily related to state income taxes and foreign taxes paid in connection with the cash dividend received from our BOMAY joint venture. The Company incurred state income and foreign tax expense of $0.5 million in the Prior Year. No U.S. federal income tax expense was recorded for the Current Year or Prior Year as the Company had sufficient deferred tax assets to offset any U.S. federal taxes which were fully offset by a change in the Company's valuation allowance on utilized deferred tax assets.

Previous wording

Historically, our principal sources of liquidity have consisted of cash provided by our operations, cash on hand, proceeds received from borrowings under the AmeriState Loan described below and distributions from our BOMAY joint venture. In prior years, the Company also obtained debt financing from MG Finance, a related party, which was paid in full as of December 31, 2023. During 2024, our principal sources of liquidity were cash provided from our operations, our existing cash balances and distributions from our BOMAY joint venture. The Company used cash flows generated from operations to invest in fixed assets and increased working capital to support growth as well as to pay interest and principal amounts outstanding under our debt agreements.

Current wording

The Company's principal sources of liquidity in the Current Year have consisted of cash provided by our operations, cash on hand, and distributions from our BOMAY joint venture. The Company used its liquidity to invest in fixed assets to support growth as well as to pay interest and principal amounts outstanding under our debt agreements.

Previous wording

On June 9, 2023, the Company, along with its subsidiaries, Stabilis LNG Eagle Ford LLC, Stabilis GDS, Inc. and Stabilis LNG Port Allen, LLC (collectively, the “Borrowers”) entered into a three-year loan agreement (the “Revolving Credit Facility”) with Cadence Bank. The Revolving Credit Facility provides for a maximum aggregate amount of $10.0 million, subject to a borrowing base of 80% of eligible accounts receivable. The Company may request an increase in the maximum aggregate amount under the Revolving Credit Facility by up to $5.0 million, subject to the approval of Cadence Bank. All borrowings under the Revolving Credit Facility are secured by the Borrowers’ accounts receivable and deposit accounts. Borrowings under the Revolving Credit Facility incur interest at the Prime Rate published by the Wall Street Journal. Any unused portion is subject to a quarterly unused commitment fee of 0.5% per annum. As of December 31, 2024, no amounts have been drawn under the Revolving Credit Facility. The Revolving Credit Facility matures on June 9, 2026. The Revolving Credit Facility contains various restrictions and covenants. As of December 31, 2024, the Company was in compliance with all its covenants related to the Revolving Credit Facility.

Current wording

On March 27, 2025 the Company, entered into a Modification Agreement to the existing Loan Agreement with Cadence Bank. Under the Agreement the $10.0 million Revolving Credit Facility maturity date was extended to June 9, 2028. Additionally, the Agreement amended the Fixed Charge Coverage Ratio terms primarily related to the inclusion of excess cash. The three-year Revolving Credit Facility, as amended, contains a maximum aggregate amount of $10.0 million, subject to a borrowing base of 80% of eligible accounts receivable. The Company may request an increase in the maximum aggregate amount under the Revolving Credit Facility by up to $5.0 million, subject to the approval of Cadence Bank. All borrowings under the Revolving Credit Facility are secured by the Borrowers’ accounts receivable and deposit accounts. Borrowings under the Revolving Credit Facility incur interest at the Prime Rate published by the Wall Street Journal. Any unused portion is subject to a quarterly unused commitment fee of 0.5% per annum. As of December 31, 2025, no amounts have been drawn under the Revolving Credit Facility. The Revolving Credit Facility contains various restrictions and covenants. As of December 31, 2025, the Company was in compliance with all its covenants related to the Revolving Credit Facility.

Previous wording

As of December 31, 2024, we had $9.0 million in cash and cash equivalents on hand and $9.3 million in outstanding debt (net of debt issuance costs) and lease obligations (of which $2.4 million is due in 2025). The Company has total availability under the Revolving Credit Facility and the AmeriState Secured Term Loan Facility of $4.3 million at December 31, 2024. The Company had no draw downs on the Revolving Credit Facility during the year ended December 31, 2024. The Company has also filed a shelf registration statement (described below) which provides the Company the flexibility to raise capital to fund working capital requirements, repay debt and/or fund future transactions.

Current wording

As of December 31, 2025, we had $7.5 million in cash and cash equivalents on hand and $8.8 million in outstanding debt (net of debt issuance costs) and lease obligations (of which $2.3 million is due in 2026). The Company has total availability under the Revolving Credit Facility and the AmeriState Secured Term Loan Facility of $2.7 million at December 31, 2025. Further, the Company had made no draw downs on its Revolving Credit Facility or Secured Term Loan facility during the year ended December 31, 2025.

Previous wording

The Company is subject to substantial business risks and uncertainties inherent in the LNG industry and there is no assurance that the Company will be able to generate sufficient cash flows in the future to sustain itself or to support future growth. Management believes the business will generate sufficient cash flows from its operations along with availability under the Company's debt agreements to fund the business for the next twelve months. As we continue to grow, management continues to evaluate additional financing alternatives, however, there is no guarantee that additional financing will be available or available at terms that would be beneficial to shareholders.

Current wording

The Company is subject to substantial business risks and uncertainties inherent in the LNG industry and there is no assurance that the Company will be able to generate sufficient cash flows in the future to sustain itself or to support future growth. Management believes the business will generate sufficient cash flows from its operations along with availability under the Company's debt agreements to fund its ongoing business for the next twelve months. While we believe we have sufficient liquidity and capital resources to fund our ongoing operations and repay our debt, we will require additional capital to fund our expansion. Our current expansion efforts include the construction of the proposed Galveston LNG liquefaction facility and ramp up of operations to service our multi-year on-site power generation customer at a data center beginning in 2027 which will require construction expenditures, additional equipment and rolling stock and near-term working capital as the Company ramps up its operations during 2026.

Previous wording

Net cash provided by operating activities totaled $13.7 million and $6.7 million for the twelve months ended December 31, 2024 and 2023, respectively. The increase in net cash provided by operating activities of $7.0 million as compared to the Prior Year was primarily attributable to the increase in net income, improved collections and reduced payments of accounts payable and accrued liabilities compared to the Prior Year.

Current wording

Net cash provided by operating activities totaled $8.6 million and $13.7 million for the twelve months ended December 31, 2025 and 2024, respectively. The decrease in net cash provided by operating activities of $5.1 million as compared to the Prior Year was primarily attributable to the net loss incurred in the Current Year compared to net income recognized in the Prior Year.

Previous wording

Net cash used in investing activities totaled $8.1 million and $8.9 million for the twelve months ended December 31, 2024 and 2023, respectively. In both the Current Year and the Prior Year, cash used in investing was primarily for the acquisition of liquefaction assets and their subsequent deployment. During the years ended December 31, 2024 and 2023, proceeds received from the disposal of assets were $0.8 million and $1.3 million, respectively.

Current wording

Net cash used in investing activities totaled $7.7 million and $8.1 million for the twelve months ended December 31, 2025 and 2024, respectively. In both the Current Year and the Prior Year, cash used in investing was primarily for investment in growth initiatives. During the Current Year, investments primarily consisted of expansion efforts related to the proposed Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel. In the Prior Year, investments were made for the acquisition of liquefaction assets and their subsequent deployment. During the years ended December 31, 2025 and 2024, proceeds received from the disposal of assets were $0.2 million and $0.8 million, respectively.

Previous wording

Net cash used in financing activities totaled $1.9 million for the twelve months ended December 31, 2024 compared to $3.9 million for 2023. Cash used in financing activities in both years was primarily attributable to the repayment of debt. The decrease in cash used by financing activities compared to the Prior Year is due to a secured promissory note to MG Finance that was paid in full in the Prior Year. No draws on the AmeriState Bank or Revolving Credit Facility were made in the Current Year.

Current wording

Net cash used in financing activities totaled $2.4 million for the twelve months ended December 31, 2025 compared to $1.9 million for 2024. Cash used in financing activities in both years was primarily attributable to the repayment of debt. The increase in cash used by financing activities compared to the Prior Year is primarily due to increased principal payments on the AmeriState loan in the Current Year compared to Prior Year. No draws on the AmeriState Bank or Revolving Credit Facility were made in the Current Year.

Previous wording

We require cash to fund our operating expenses and working capital requirements, including costs associated with fuel sales, capital expenditures, debt repayments, equipment purchases, maintenance of LNG production facilities, mergers and acquisitions (if any), pursuing market expansion, supporting sales and marketing activities and other general corporate purposes. While we believe we have sufficient liquidity and capital resources to fund our operations and repay our debt, we may elect to pursue additional financing activities such as refinancing existing debt, obtaining new debt, or debt or equity offerings to provide flexibility with our cash management. Certain of these alternatives may require the consent of current lenders or stockholders, and there is no assurance that we will be able to execute any of these alternatives on acceptable terms or at all. Additionally, the Company may pursue additional expansion activities to increase its liquefaction capabilities. Such an effort, if pursued, would require additional liquidity from other sources either from the sales of debt or equity securities, additional capital investment from new owners or joint venture partners, or any combination of the above. The Company has made no expansion commitments to date. In the event, the Company does pursue expansion in the near term, there is no assurance that the Company will be able to secure additional liquidity on favorable terms or at all.

Current wording

We require cash to fund our operating expenses and working capital requirements, including costs associated with fuel sales, capital expenditures, debt repayments, equipment purchases, maintenance of LNG production facilities, mergers and acquisitions (if any), pursuing market expansion, supporting sales and marketing activities and other general corporate purposes. Our current expansion efforts include the construction of the proposed Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel and the ramp up of operations for the multi-year on-site power generation customer for a data center all beginning in 2027 (discussed below). We may elect to pursue additional financing activities such as refinancing existing debt, obtaining new debt, or debt or equity offerings to provide flexibility with our cash management. Certain of these alternatives may require the consent of current lenders or stockholders, and there is no assurance that we will be able to execute any of these alternatives on acceptable terms or at all.

Previous wording

Future capital expenditures will be dependent upon value-adding investment opportunities as well as the availability of additional capital at favorable terms which is difficult to predict. At December 31, 2024, we had open purchase orders with approximately $1.0 million related to capital expenditures.

Current wording

Capital expenditures for the year ended December 31, 2025 were $8.1 million and primarily related to the preliminary work and ordering long lead time items related to the Company's proposed Galveston LNG liquefaction facility, refurbishments and upgrades to existing assets and rolling stock. Other future capital expenditures will be dependent upon business needs, value-adding investment opportunities, as well as the availability of additional capital at favorable terms which is difficult to predict. At December 31, 2025, the Company had open purchase orders and commitments related to capital expenditures of approximately $3.8 million. However, the Company anticipates future additional expenditures related to its proposed Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel and its multi-year on-site power generation contract for a data center. See additional discussion regarding the Company's potential expansion efforts below.

Previous wording

We had total indebtedness, excluding leases, of $9.2 million ($8.9 million, net of debt issuance costs of $0.3 million) as of December 31, 2024. Expected maturities excluding debt issuance costs at December 31, 2024 are as follows (in thousands).

Current wording

We had total indebtedness, excluding leases, of $7.9 million ($7.9 million, net of debt issuance costs of $0.2 million) as of December 31, 2025. Expected maturities excluding debt issuance costs at December 31, 2025 are as follows (in thousands).

Previous wording

See additional discussion of our debt and lease obligations in Notes 9 and 10 of the Notes to Consolidated Financial Statements.

Current wording

See additional discussion of our debt and lease obligations in Notes 8 and 9 of the Notes to Consolidated Financial Statements.

Previous wording

LNG Product revenues represent the sale of LNG from both produced and purchased sources as well as the transportation performed to deliver the LNG to our customer location. LNG Product revenues are recognized upon delivery of the LNG to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using* *third party transportation companies and therefore recognizes the gross revenue for the supply of LNG. The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the criteria for revenue recognition are identical. Some of our contracts contain minimum take-or-pay amounts where a customer has agreed to source a minimum volume of LNG under the contract. Take or pay revenues are only recognized when the customer has failed to take the minimum contracted volumes upon completion of the time period specified within the contract and the Company has the unconditional right to receive payment for the take or pay amount. LNG product sales agreements may include both fixed and variable fees per gallon, but is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct molecule of LNG and recognized when that distinct molecule of LNG is delivered to the customer. Certain of our sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period. Our LNG contracts are generally one to 24 months in duration.

Current wording

LNG Product revenues represent the sale of LNG from both produced and purchased sources as well as the transportation performed to deliver the LNG to our customer location. LNG Product revenues are recognized upon delivery of the LNG to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using* *third party transportation companies and therefore recognizes the gross revenue for the supply of LNG. The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the criteria for revenue recognition are identical. Some of our contracts contain minimum take-or-pay amounts where a customer has agreed to source a minimum volume of LNG under the contract. Take or pay revenues are only recognized when the customer has failed to take the minimum contracted volumes upon completion of the time period specified within the contract and the Company has the unconditional right to receive payment for the take or pay amount. LNG product sales agreements may include both fixed and variable fees per gallon, but is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct gallon of LNG and recognized when that distinct gallon of LNG is delivered to the customer. Certain of our sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period. Our LNG contracts are generally one to 24 months in duration.

Previous wording

Goodwill represents the excess of the cost of an acquired entity over the fair value of the identifiable assets acquired less liabilities assumed. Intangible assets are assets that lack physical substance (excluding financial assets). Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized, and intangible assets with finite useful lives are amortized. Goodwill and intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate the assets carrying value may not be recoverable. We currently test goodwill for impairment annually in the third quarter unless we determine that a triggering event has occurred requiring an earlier test. We completed our annual assessment of goodwill during 2024 and 2023, and determined no additional impairment of goodwill was warranted.

Current wording

Goodwill represents the excess of the cost of an acquired entity over the fair value of the identifiable assets acquired less liabilities assumed. Intangible assets are assets that lack physical substance (excluding financial assets). Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized, and intangible assets with finite useful lives are amortized. Goodwill and intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate the assets carrying value may not be recoverable. We currently test goodwill for impairment annually in the third quarter unless we determine that a triggering event has occurred requiring an earlier test. We completed our annual assessment of goodwill during 2025 and 2024, and determined no impairment of goodwill was warranted.

Previous wording

The Company had certain natural gas derivative instruments as of December 31, 2024. The Company recognizes all of its derivative instruments as either assets or liabilities which are recorded at fair value on its Consolidated Balance Sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies for and has been designated as a hedge and the type of hedge. The Company has not designated its derivative instruments as hedges under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within the Consolidated Statements of Operations. The Company determined the fair value of its natural gas derivatives at December 31, 2024 predominantly from broker quotes and are considered a level 2 fair value measurement. The Company did not enter into any derivative transactions for speculative purposes.

Current wording

The Company recognizes all of its derivative instruments as either assets or liabilities which are recorded at fair value on its Consolidated Balance Sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies for and has been designated as a hedge and the type of hedge. The Company did not hold any natural gas derivatives at December 31, 2025; however did have natural gas derivatives at December 31, 2024 and for portions of the year for both 2025 and 2024. The Company has not designated its derivative instruments as hedges under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within the Consolidated Statements of Operations. The Company determined the fair value of its natural gas derivatives at December 31, 2024 predominantly from broker quotes and are considered a level 2 fair value measurement. The Company did not enter into any derivative transactions for speculative purposes.