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New Fortress Energy Inc.

For the period ended Jun 30, 2025. Filed Sep 5, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Sep 5, 2025

NFE$4.49+16.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-06-30.

0001749723-25-000100

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-09-05.

0001749723-25-000123

Item 2. 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 208 previous paragraphs and 225 current paragraphs.

111 unchanged; 61 reworded; 46 added; 32 removed; 4 previous and 7 current paragraphs rearranged.

Tables are not compared: 11 previous and 15 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 (46)

Current report

In the second quarter of 2025, we determined that it was no longer probable that we would pursue development of the Lakach deepwater offshore project and recorded an impairment of $47.3 million. No further costs associated with this project are capitalized on our Consolidated Balance Sheets.

Current report

On July 2, 2025, we entered into a deferral agreement for our Letter of Credit Agreement. The deferral agreement deferred the date on which we were required to cash collateralize the letters of credit scheduled that would remain outstanding on or after July 24, 2025, the then-current maturity date (the “Cash Collateralization Requirement”) until July 17, 2025. The Cash Collateralization Requirement was subsequently deferred in a second deferral agreement, dated July 17, 2025, until July 24, 2025.

Current report

On July 24, 2025, we entered into an extension agreement to our Letter of Credit Agreement. The extension agreement extended the maturity date to July 31, 2025 and deferred the Cash Collateralization Requirement until July 31, 2025. Pursuant to a second extension agreement on July 31, 2025, the then-current maturity date was extended to August 8, 2025 and the Cash Collateralization Requirement was deferred to August 8, 2025.

Current report

On August 8, 2025, we entered into the ninth amendment to our Letter of Credit Agreement to, among other things, (i) change the facility from uncommitted to committed; (ii) extend the maturity date to November 14, 2025; (iii) add an asset sale sweep prepayment provision; and (iv) make certain changes to fees and pricing. In addition, the commitments were reduced to approximately $195,000 and are automatically reduced on October 5, 2025 to approximately $155,000.

Current report

We do not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Letter of Credit Facility for the fiscal quarter ending September 30, 2025. If we are not compliance with these covenants and this non-compliance is not waived, the lenders have the right to require 102% cash collateralization of all letters of credit outstanding under the Letter of Credit Facility. If we do not adequately collateralize the outstanding letters of credit, certain of our outstanding indebtedness would be payable on demand.

Current report

(3) Deferred earnings from contracted sales represent forward sales transactions that were contracted in the second quarter of 2024 and prepayment for these sales was received. Revenue has been recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income during the third and fourth quarters of 2024.

Current report

The decrease in revenue in the second quarter of 2025 when compared to the first quarter of 2025 was primarily attributable to lower cargo sales. The reduction in volumes delivered due to the sale of our Jamaica Business in May 2025 was partially offset by increase in volumes delivered at our San Juan Facility and La Paz Facility.

Current report

•We delivered 3.0 TBtu from our Montego Bay Facility and Old Harbour Facility prior to the sale of our Jamaica Business in May 2025, compared to 6.4 TBtu during the three months ended March 31, 2025. The volumes delivered to our customers from our San Juan Facility and La Paz Facility together increased from 7.4 TBtu in the first quarter of 2025 to 11.2 TBtu in the second quarter of 2025.

Current report

•We delivered 9.4 TBtu from our Montego Bay Facility and Old Harbour Facility for the six months ended June 30, 2025, compared to 13.3 TBtu during the six months ended June 30, 2024. The lower volumes during the first half of 2025 were primarily due to maintenance at these facilities during the first quarter and sale of the Jamaica Business in May 2025.

Current report

The decrease in revenue for the six months ended June 30, 2025 was partially offset by an increase due to the following:

Current report

•During the six months ended June 30, 2024, our subsidiary Genera, recognized $32.0 million of incentive fee

Current report

revenue from providing operations and maintenance services. The Company has not recognized any incentive fee

Current report

Cost of sales decreased by $93.5 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025, primarily driven by lower costs incurred for cargo sales.

Current report

•Vessel costs decreased by $5.6 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The vessel costs were lower in the second quarter as charter for vessels related to our Jamaica Business were assigned to the buyer.

Current report

•In the first half of 2025, we incurred $119.5 million of cargo sales costs, compared to $12.8 million incurred in the first half of 2024.

Current report

The increase in cargo sales costs were offset by the following:

Current report

•We delivered 33% lower volumes to our customers during the first half of 2025, principally due to the sale of our Jamaica Business and downtime for repairs and maintenance at our San Juan Facility. The cost of gas purchased decreased by $38.3 million from $251.5 million during the six months ended June 30, 2024 to $213.2 million during the three months ended June 30, 2025.

Current report

•We recognized lower payroll and other operating costs of $42.2 million to provide services under Genera's operations and maintenance contract for the six months ended June 30, 2025 compared to $47.6 million for the six months ended June 30, 2024; these costs are passed onto PREPA.

Current report

Vessel operating expenses of $1.8 million incurred during the three and six months ended June 30, 2025 relate to direct costs such as crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, management fees associated with operating a vessel. No such costs were incurred in this segment in 2024.

Current report

We did not incur significant transaction and integration costs for the six months ended June 30, 2024.

Current report

Depreciation and amortization decreased by $0.2 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

Current report

For the three months ended June 30, 2025, the impairment charge of $117.3 million principally relates to the Lakach deepwater project and the development project in Pennsylvania. We determined that it was not probable that we would pursue development of the Lakach deepwater project, and impaired the capitalized project costs. In addition, after testing the recoverability of the capitalized costs for the development project in Pennsylvania, we concluded that the asset group was not recoverable. Accordingly, we recognized an impairment charge to reduce the carrying value of the asset group to its estimated fair value. We did not recognize any significant impairment expense during the first quarter of 2025.

Current report

During the three and six months ended June 30, 2024, the impairment charge related to the sale of our Miami Facility.

Current report

For the three months ended June 30, 2025, we recognized an impairment of goodwill of $582.2 million primarily as a result of (i) the significant increase in the weighted average cost of capital which reflected a higher company specific risk premium, and (ii) a reduction in forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects.

Current report

Other expense recognized in the six months ended June 30, 2024 was primarily comprised offoreign currency remeasurement losses and loss on termination of leases of turbines used in the grid stabilization project in Puerto Rico partially offset by interest income.

Current report

During thethree months ended June 30, 2025, we reduced the available capacity under our Revolving Facility by$270.0 million and recognized$10.6 million of loss on extinguishment of debt representing the write-off of unamortized deferred financing costs. We also recognized $5.9 million of loss on extinguishment of debt related to the repayment of the South Power Bonds in conjunction with closing of the sale of our Jamaica Business. Additionally, we made a partial repayment of the Term Loan A using proceeds from the sale and incurred a partial extinguishment loss of $3.8 million.

Current report

•In the first and second quarters of 2025, we recognized operating losses and negative operating cash flows, and this decline in earnings accelerated in the second quarter of 2025. Our forecasted cash flows are expected to be impacted by, among other things, (i) reduced earnings following the sale of the Jamaica Business, (ii) increased interest expense, and (iii) cash tax payments resulting from the taxable gain on the sale of the Jamaica Business in May 2025.

Current report

•We were required to provide a $79,100 bank guarantee to holders of the PortoCem Debentures on or before August 17, 2025; this guarantee was not provided by the deadline, and as a result, a majority of debenture holders have the right to call for a meeting of holders and declare an event of early maturity. If the debenture holders exercise their right to declare an early maturity, substantially all of the Company’s outstanding indebtedness would be payable on demand.

Current report

•As of the date of this filing, we do not expect to be in compliance with the consolidated first lien ratio or the fixed charge coverage ratio included within the Revolving Facility, Letter of Credit Facility and Term Loan A Credit Agreement for the fiscal quarter ending September 30, 2025. If we are not in compliance with these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A and require cash collateralization of all outstanding letters of credit. If lenders choose to accelerate under those facilities, substantially all of our outstanding indebtedness would be payable on demand. If substantially all of our outstanding indebtedness is accelerated, we would not have the sufficient liquidity or capital resources to satisfy the outstanding principal obligations.

Current report

We are currently engaged in discussions with holders of the PortoCem Debentures to obtain a waiver of the debenture holders’ ability to declare an event of early maturity. Should we not be in compliance with covenants in the Revolving Facility, Letter of Credit Facility and Term Loan A, we will engage in negotiations with these lenders to obtain a waiver to avoid acceleration of outstanding balances. We have also initiated a process to evaluate strategic alternatives and have retained a financial advisor to assist in this evaluation. We, along with our advisors, are considering all options available, including asset sales, capital raising, debt amendments and refinancing transactions, and other strategic transactions that seek to provide additional liquidity and relief from acceleration under its debt agreements. There are inherent uncertainties as the outcome of these negotiations and potential transactions described above are outside management’s control, and therefore there are no assurances that management will be successful in these negotiations and that any of these potential transactions will occur. In addition, there can be no assurances that these transactions will sufficiently improve our liquidity or that we will otherwise realize the anticipated benefits.

Current report

In May 2025, we repaid$270.0 million of outstanding balance under the Revolving Facility which permanently reduced the borrowing capacity to$730.0 million. Additionally, we have issued letters of credit of$19.5 million in the second quarter of 2025, and including the outstanding letters of credit, we have fully utilized the borrowing capacity of $729.9 million as of June 30, 2025.

Current report

The Revolving Credit Agreement contains usual and customary representations and warranties, usual and customary affirmative and negative covenants and events of default.

Current report

We do not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio in the Revolving Facility for the fiscal quarter ending September 30, 2025. If we are not compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of all outstanding balances under the Revolving Facility. At this point, substantially all of our outstanding indebtedness would be payable on demand.

Current report

We do not expect to be in compliance with the consolidated first lien debt ratio or the fixed charge coverage ratio for the fiscal quarter ending September 30, 2025. If we are not compliance with both of these covenants and this non-compliance is not waived, the lenders have the right to accelerate the repayment of the remaining outstanding principal under the Term Loan A. At this point, substantially all of the Company’s outstanding indebtedness would be payable on demand.

Showing the first 40 of 46 passages. Open the source sections for the rest.

Removed paragraphs (32)

Previous report

In the fourth quarter of 2022, we finalized short-form agreements with CFE to expand and extend our supply of natural gas to multiple CFE power generation facilities in Baja California Sur and to sell the La Paz Power Plant to CFE. In the third quarter of 2024, we executed a 10-year gas sales agreement to supply natural gas to additional CFE facilities on take-or-pay basis.

Previous report

The Montego Bay Facility serves as our supply hub for the north side of Jamaica, providing natural gas to JPS to fuel the 145MW Bogue power plant in Montego Bay, Jamaica ("Bogue Power Plant"). Our Montego Bay Facility commenced commercial operations in October 2016 and is capable of processing up to 60,000 MMBtu of LNG per day and features approximately 7,000 cubic meters of onsite storage. The Montego Bay Facility also consists of an ISO loading facility that can transport LNG to numerous on-island industrial users.

Previous report

We no longer own the Montego Bay Facility after we completed the sale of the Jamaica Business, and starting in the second quarter of 2025, we will no longer reflect the results of operations from the Montego Bay Facility in our financial statements.

Previous report

The Old Harbour Facility is an offshore facility consisting of an FSRU that is capable of processing up to 750,000 MMBtus of LNG per day. The Old Harbour Facility commenced commercial operations in June 2019 and supplies natural gas to the 190MW Old Harbour power plant (“Old Harbour Power Plant”) operated by SJPC. The Old Harbour Facility is also supplying natural gas to our dual-fired combined heat and power facility in Clarendon, Jamaica (“CHP Plant”). The CHP Plant supplies electricity to JPS under a long-term agreement. The CHP Plant also provides steam to Jamalco under a long-term take-or-pay agreement. The Old Harbour Facility also supplies gas directly to Jamalco to utilize in their gas-fired boilers.

Previous report

We no longer own the Old Harbour Facility and CHP Plant after we completed the sale of the Jamaica Business, and starting in the second quarter of 2025, we will no longer reflect the results of operations from the Old Harbour Facility and CHP Plant in our financial statements.

Previous report

We have been in discussions with Petróleos Mexicanos (“Pemex”) to form a long-term strategic partnership to develop the Lakach deepwater natural gas field for Pemex to supply natural gas to Mexico's onshore domestic market and for NFE to produce LNG for export to global markets. Our initial agreements were terminated in the fourth quarter of 2023, however, NFE continues to be in active discussions with Pemex to develop or monetize an offshore project.

Previous report

On May 12, 205, the Company entered into the following credit agreement amendments:

Previous report

The Company entered into the Twelfth Amendment to Credit Agreement (the “Twelfth Amendment”) which amends that certain Credit Agreement, dated as of April 15, 2021 (as amended, restated or otherwise modified from time to time, the

Previous report

“Existing RCF” and the Existing RCF as amended by the Twelfth Amendment, the “Amended RCF”), by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and as collateral agent. Among other things, the Twelfth Amendment waives the requirement that the Company pay 75% of net proceeds from certain asset sales to repay indebtedness, allowing the Company to apply $270,000 of proceeds from the sale of the Jamaica Business to the extended tranche of the Existing RCF prior to September 30, 2025, when such amount was due. The Company plans to use the remaining proceeds to reinvest in the Company’s business and repay indebtedness under the Amended TLA (as defined below).

Previous report

The Company entered into the Fifth Amendment to Credit Agreement (the “Fifth Amendment”) which amends that certain Credit Agreement, dated as of July 19, 2024 (as amended, restated or otherwise modified from time to time, the “Existing TLA” and the Existing TLA as amended by the Fifth Amendment, the “Amended TLA”).

Previous report

The Company entered into the Eighth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement (the “Eighth Amendment”) which amends that certain Uncommitted Letter of Credit and Reimbursement Agreement, dated as of July 16, 2021 (as amended, restated or otherwise modified from time to time, the “Existing ULCA” and the Existing ULCA as amended by the Eighth Amendment, the “Amended ULCA”), by and among the Company, the guarantors from time to time party thereto, Natixis, New York Branch, as Administrative Agent, Natixis, New York Branch, as ULCA Collateral Agent, Natixis, New York Branch, and each of the other financial institutions party thereto, as Lenders and Issuing Banks.

Previous report

The Fifth Amendment, the Eighth Amendment and the Twelfth Amendment are referred to herein collectively as the “Amendments;” the Amended TLA, the Amended ULCA and the Amended RCF are referred to herein collectively as the “Amended Credit Agreements.” The Existing TLA, the Existing ULCA and Existing RCF are referred to herein collectively as the “Existing Credit Agreements.”

Previous report

Further to the above, the Amendments each added a covenant limiting the amount of cash the Company can use to repurchase outstanding senior secured notes due 2026, other than payments to avoid springing maturities in respect thereof or with proceeds of certain permitted debt or equity refinancing transactions.

Previous report

As a result of the Amended Agreements, the Company repaid and permanently reduced the Revolving Facility commitments of $270,000 and repaid $55,000 of the Term Loan A Credit Agreement with the sale proceeds.

Previous report

(2)For the three months ended December 31, 2024, Consolidation and Other adjusts for the inclusion of deferred earnings from contracted sales of$107.7 million which were recognized during the fourth quarter of 2024.

Previous report

The decrease in revenue in the first quarter of 2025 when compared to the fourth quarter of 2024 was primarily attributable to contract novation income recognized during the three months ended December 31, 2024, and a decrease in volumes delivered to downstream customers.

Previous report

•The Company novated an LNG supply contract to a customer, recognizing $235.6 million within segment revenue in the fourth quarter of 2024. No such contract novation income was recognized during the three months ended March 31, 2025.

Previous report

•Volumes delivered to downstream terminal customers decreased from 18.4 TBtu in the fourth quarter of 2024 to 13.8 TBtu in the first quarter of 2025 due to maintenance at our Old Harbour and San Juan facilities.

Previous report

•In the first quarter of 2025, we incurred $103.8 million of cargo sales costs. In the first quarter of 2024, we did not have any cargo sales and we delivered higher volumes to our downstream terminal customers.

Previous report

•We delivered 37% lower volumes to our customers during the first quarter of 2025. Though we delivered lower volumes to our downstream customers, the cost of gas purchased increased significantly from $6.96 per MMBtu in the first quarter of 2024 to $9.57 per MMBtu in the first quarter of 2025. In addition, the Henry Hub pricing also increased by 63% from March 2024 to March 2025.

Previous report

•Vessel costs increased by $12.3 million, for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, principally due to lower vessel utilization in the first quarter of 2025.

Previous report

Depreciation and amortization increased by $14.3 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024. The increase is mainly due to depreciation expense on the Fast LNG project and the Santa Catarina Facility that were placed into service during the fourth quarter of 2024.

Previous report

For the three months ended March 31, 2025 and December 31, 2024, the Company recognized an impairment of $0.2 million and $10.7 million related to the sale of the Miami Facility. There was no impairment of assets during the three months ended March 31, 2024.

Previous report

As of March 31, 2025, we have spent approximately $128.6 million to develop the Pennsylvania Facility. Approximately $22.5 million of construction and development costs have been expensed as we have not issued a final notice to proceed to our engineering, procurement and construction contractors. Cost for land, as well as engineering and equipment that could be deployed to other facilities and associated financing costs of approximately $106.1 million, has been capitalized, and to date, we have repurposed approximately $16.8 million of engineering and equipment to our Fast LNG project. We intend to apply for updated permits for the Pennsylvania Facility with the aim of obtaining these permits to coincide with the commencement of construction activities.

Previous report

Barcarena Power Plant. We also paid dividends of $32.3 million during the first quarter of 2024. Under certain intercompany agreements entered into in conjunction with the Refinancing Transactions completed in the fourth quarter of 2024, New Fortress Energy Inc. is no longer permitted to pay dividends to shareholders.
Reworded paragraphs (61)

Previous wording

Our Terminals and Infrastructure segment includes the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. We currently source LNG from long-term supply agreements with third-party suppliers. We placed our first floating liquefaction unit, which we refer to as "Fast LNG" or "FLNG", into service in the fourth quarter of 2024, and we plan to source a portion of our LNG needs from this facility. The Terminals and Infrastructure segment includes all terminal operations in Jamaica (prior to the sale of our Jamaica Business (as defined below)), Puerto Rico, Mexico and Brazil, as well as vessels utilized in our terminal or logistics operations. We centrally manage our LNG supply and the deployment of our vessels utilized in our terminal, logistics or sub-charter operations, which allows us to optimally manage our LNG supply and fleet.

Current wording

Our Terminals and Infrastructure segment includes the entire production and delivery chain from natural gas procurement and liquefaction to logistics, shipping, facilities and conversion or development of natural gas-fired power generation. We currently source LNG from long-term supply agreements with third-party suppliers. We placed our first floating liquefaction unit, which we refer to as "Fast LNG" or "FLNG", into service in the fourth quarter of 2024, and we plan to source a portion of our LNG needs from this facility. The Terminals and Infrastructure segment includes all terminal operations in Puerto Rico, Mexico and Brazil, as well as vessels utilized in our terminal or logistics operations. We centrally manage our LNG supply and the deployment of our vessels utilized in our terminal, logistics or sub-charter operations, which allows us to optimally manage our LNG supply and fleet.

Previous wording

In March 2025, we entered into an equity and asset purchase agreement (the "EAPA") to sell our Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") for cash consideration of approximately $1.06 billion, subject to certain purchase price adjustments. On May 14, 2025, we completed the sale of the Jamaica Business and received net proceeds of approximately $678 million, with additional $99 million proceeds held in escrow and to be returned to the Company on the release dates as stated in the EAPA.

Current wording

On May 14, 2025, we completed the sale of our Jamaica business, including operations at the LNG import terminal in Montego Bay, the offshore floating storage and regasification terminal in Old Harbour and the 150 megawatt Combined Heat and Power Plant in Clarendon, along with the associated infrastructure (the "Jamaica Business") receiving net cash proceeds of approximately $678 million, with additional $99 million proceeds held in escrow and to be returned to the Company based on the terms of the sale agreement.

Previous wording

Our management team has successfully employed our strategy to secure long-term contracts with significant customers, including Jamaica Public Service Company Limited (“JPS”), the sole public utility in Jamaica, South Jamaica Power Company Limited (“SJPC”), an affiliate of JPS, and Jamalco, a bauxite mining and alumina producer in Jamaica, prior to the sale of the Jamaica Business, as well as the Puerto Rico Electric Power Authority (“PREPA”) and Comisión Federal de Electricidad (“CFE”), Mexico’s power utility, each of which is described in more detail below. Our assets built to service these significant customers have been designed with capacity to service other customers.

Current wording

Our management team has successfully employed our strategy to secure long-term contracts with significant customers, including the Puerto Rico Electric Power Authority (“PREPA”) and Comisión Federal de Electricidad (“CFE”), Mexico’s power utility, each of which is described in more detail below. Our assets built to service these significant customers have been designed with capacity to service other customers.

Previous wording

In March 2024, our contract to provide emergency power services to support the grid stabilization project was terminated, and we completed a series of transactions that included the sale of turbines and related equipment deployed to support the grid stabilization project to PREPA. We were also awarded a gas sale agreement with PREPA to supply up to 80 TBtu annually to PREPA's gas-fired power plants, including to the turbines that were sold to PREPA. The contract initially has a one year term that is renewable annually for three additional annual periods. In March 2025, the agreement was amended to extend the term by 100 days to June 2025.

Current wording

In March 2024, our contract to provide emergency power services to support the grid stabilization project was terminated, and we completed a series of transactions that included the sale of turbines and related equipment deployed to support the grid stabilization project to PREPA. In March 2024, we were also awarded a gas sale agreement with PREPA to supply up to 80 TBtu annually to PREPA's gas-fired power plants, including to the turbines that were sold to PREPA. The contract initially expired in March 2025. During 2025, the Company and PREPA agreed to a series of short-term extensions of the gas supply agreement while working towards a long-term solution that is in the best interests of both parties and achieves our mutual goal of sustained, efficient power generation for Puerto Rico. The gas supply agreement is currently set to expire on September 12, 2025. There can be no assurances that the long-term gas sale agreement will be executed, and to the extent the Company is not able to execute such an agreement, the Company's future results of operations could be adversely impacted and the impact could be material.

Previous wording

In 2023, our wholly-owned subsidiary, Genera PR LLC ("Genera"), was awarded a 10-year contract for the operation and maintenance of PREPA’s thermal generation assets with the goal of reducing costs and improving reliability of power generation in Puerto Rico. We receive an annual management fee and are eligible for performance-based incentive fees. The service period under the contract commenced on July 1, 2023.

Current wording

In 2023, our wholly-owned subsidiary, Genera PR LLC ("Genera"), was awarded a 10-year contract for the operation and maintenance of PREPA’s thermal generation assets with the goal of reducing costs and improving reliability of power generation in Puerto Rico. The service period under the contract commenced on July 1, 2023, and we receive an annual management fee for the services provided.

Previous wording

In the fourth quarter of 2021, we began commercial operations at the Port of Pichilingue in Baja California Sur, Mexico (the “La Paz Facility”). The La Paz Facility also supplies our gas-fired power units located adjacent to the La Paz Facility (the “La Paz Power Plant”) and could have a maximum capacity of up to 135MW of power. We placed the La Paz Power Plant into service in the third quarter of 2023.

Current wording

In the fourth quarter of 2021, we began commercial operations at the Port of Pichilingue in Baja California Sur, Mexico (the “La Paz Facility”). The La Paz Facility also supplies our gas-fired power units located adjacent to the La Paz Facility (the “La Paz Power Plant”) and could have a maximum capacity of up to 135MW of power. We placed the La Paz Power Plant into service in the third quarter of 2023. In the third quarter of 2024, we executed an amendment to the gas sales agreement to multiple CFE power generation facilities in Baja California Sur on a take-or-pay basis that extended the term to 10 years from November 3, 2024, and amended the annual min/max quantities.

Previous wording

We placed our Santa Catarina Facility in service in the fourth quarter of 2024. The Santa Catarina Facility is located on the southern coast of Brazil and consists of an FSRU with a processing capacity of approximately 500,000 MMBtu from LNG per day and LNG storage capacity of up to 138,000 cubic meters. We have developed and constructed a 33-kilometer, 20-inch pipeline that connects the Santa Catarina Facility to the existing inland Transportadora Brasileira Gasoduto Bolivia-Brasil S.A. (“TBG”) pipeline via an interconnection point in the municipality of Garuva. The Santa Catarina Facility and associated pipeline are expected to have a total addressable market of 15 million cubic meters per day of natural gas.

Current wording

We placed our Santa Catarina Facility in service in the fourth quarter of 2024. The Santa Catarina Facility is located on the southern coast of Brazil and consists of an FSRU with a processing capacity of approximately 500,000 MMBtu from LNG per day and LNG storage capacity of up to 138,000 cubic meters. We have developed and constructed a 33-kilometer, 20-inch pipeline that connects the Santa Catarina Facility to the existing inland Transportadora Brasileira Gasoduto Bolivia-Brasil S.A. (“TBG”) pipeline via an interconnection point in the municipality of Garuva. The Santa Catarina

Previous wording

In August 2024, we acquired 100% of the outstanding equity interest of Usina Termeletrica de Lins S.A. ("Lins"), which owns key rights and permits to develop a natural gas-fired power plant for up to 2.05GW located in the State of Sao Paulo, within the city limits of Lins. We expect to participate in the power auctions anticipated to occur in 2025 in Brazil, and to the extent that NFE is successful in these auctions, we plan to develop a gas-fired power plant using natural gas from the Santa Catarina Facility.

Current wording

In August 2024, we acquired 100% of the outstanding equity interest of Usina Termeletrica de Lins S.A. ("Lins"), which owns key rights and permits to develop a natural gas-fired power plant for up to 2.05GW located in the State of São Paulo, within the city limits of Lins. We expect to participate in the power auctions anticipated to occur in 2025 in Brazil, and to the extent that NFE is successful in these auctions, we plan to develop a gas-fired power plant using natural gas from the Santa Catarina Facility.

Previous wording

Our projects currently under development include our development of a series of modular liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world through our Fast LNG technologies; our LNG terminal facility and power plant in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”); our LNG terminal (“Barcarena Facility”) and power plant located in Pará, Brazil; our LNG terminal (“Ireland Facility”) and power plant in Ireland, our first green hydrogen project ("ZeroPark I") and Klondike Digital Infrastructure, our newly-launched power and data center infrastructure business ("Klondike"). We are also in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power, LNG and natural gas, although there can be no assurance that these discussions will result in additional contracts or that we will be able to achieve our target revenue or results of operations.

Current wording

Our projects currently under development include our development of a series of modular liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world through our Fast LNG technologies; our LNG terminal (“Barcarena Facility”) and power plants located in Pará, Brazil; our LNG terminal facility and power plant in Puerto Sandino, Nicaragua (“Puerto Sandino Facility”); our LNG terminal and power plant in Ireland (“Ireland Facility”), our first green hydrogen project ("ZeroPark I") and Klondike Digital Infrastructure, our power and data center infrastructure business ("Klondike"). We are also in active discussions to develop projects in multiple regions around the world that may have significant demand for additional power, LNG and natural gas, although there can be no assurance that these discussions will result in additional contracts or that we will be able to achieve our target revenue or results of operations.

Previous wording

The Barcarena Facility consists of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines. The Barcarena Facility is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to 160,000 cubic meters of LNG. We have entered into a 15-year gas supply agreement with a subsidiary of Norsk Hydro ASA for the supply of natural gas to the Alunorte Alumina Refinery in Pará, Brazil, through our Barcarena Facility.

Current wording

160,000 cubic meters of LNG. We have entered into a 15-year gas supply agreement with a subsidiary of Norsk Hydro ASA for the supply of natural gas to the Alunorte Alumina Refinery in Pará, Brazil, through our Barcarena Facility.

Previous wording

Results of Operations – Three Months Ended March 31, 2025 compared to Three Months Ended December 31, 2024 and Three Months Ended March 31, 2024

Current wording

Results of Operations – Three Months Ended June 30, 2025 compared to Three Months Ended March 31, 2025 and Six Months Ended June 30, 2025 compared to Six Months Ended June 30, 2024

Previous wording

The tables below present our segment information for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024:

Current wording

The tables below present our segment information for the three months ended June 30, 2025 and March 31, 2025, and for the six months ended June 30, 2025 and June 30, 2024:

Previous wording

Total revenue for the Terminals and Infrastructure Segment decreased by $97.0 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024, and total revenue for the Terminals and Infrastructure Segment decreased by $215.8 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current wording

Total revenue for the Terminals and Infrastructure Segment decreased by $168.7 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025, and total revenue for the Terminals and Infrastructure Segment decreased by $338.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Previous wording

•Revenue from cargos sales was $182.7 million for the three months ended March 31, 2025. The Company had no cargo sales for the three months ended March 31, 2024 as we were able to utilize all volumes under our supply contracts in our downstream terminal operations.

Current wording

•We recognized $24.3 million of revenue from cargos sales for the three months ended June 30, 2025 as compared to $182.7 million for the three months ended March 31, 2025, as we were able to utilize all volumes under our supply contracts in our downstream terminal operations.

Previous wording

•The average Henry Hub index pricing used to invoice our downstream customers increased by 31% for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

Current wording

•The average Henry Hub index pricing used to invoice our downstream customers decreased by 6% for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

Previous wording

The decrease in revenue in the first quarter of 2025 when compared to the first quarter of 2024 was primarily attributable to the termination of our grid stabilization project in the first quarter of 2024. The decrease in revenue was partially offset by higher Henry Hub index pricing and cargo sales.

Current wording

The decrease in revenue in the first half of 2025 when compared to the first half of 2024 was primarily attributable to the termination of the grid stabilization project in the first quarter of 2024 and the sale of our Jamaica Business in May 2025.

Previous wording

•For the three months ended March 31, 2025, volumes delivered to downstream customers were 13.8 TBtu as compared to 22.0 TBtu for the three months ended March 31, 2024 due to maintenance at our Old Harbour and San Juan facilities.

Current wording

•For the six months ended June 30, 2025, volumes delivered to downstream customers were 28.0 TBtu as compared to 42.1 TBtu for the six months ended June 30, 2024.

Previous wording

•The higher volumes in the first quarter of 2024 was primarily attributable to additional sales in Puerto Rico from our grid stabilization project. Our customer terminated the grid stabilization project in the first quarter of 2024, but we continue to sell volumes into these power plants under an island-wide gas sale agreement signed with PREPA. The agreement is set to expire in June 2025, and we are in active discussions with PREPA for an extension.

Current wording

•The higher volumes in the first half of 2024 were primarily attributable to additional sales in Puerto Rico from our grid stabilization project. Our customer terminated the grid stabilization project in the first quarter of 2024. Additionally, PREPA's San Juan Facility was undergoing repairs and maintenance in the first quarter of 2025, further decreasing volumes sold in Puerto Rico in the current year.

Previous wording

•We recognized $182.7 million of revenue from cargos sales for the three months ended March 31, 2025 as compared to $91.9 million for the three months ended December 31, 2024.

Current wording

•Revenue from cargos sales was $207.0 million for the six months ended June 30, 2025, as compared to $24.5 million for the six months ended June 30, 2024.

Previous wording

•The average Henry Hub index pricing used to invoice our downstream customers increased by 63% for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Current wording

•The average Henry Hub index pricing used to invoice our downstream customers increased by 72% for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024.

Previous wording

•In the first quarter of 2025, we incurred $103.8 million of cargo sales costs as compared to $53.9 million for the three months ended December 31, 2024.

Current wording

•During the three months ended June 30, 2025, we incurred $15.7 million of cargo sales costs as compared to $103.8 million for the three months ended March 31, 2025.

Previous wording

•We delivered 25% lower volumes to our customers in the first quarter of 2025, decreasing the cost of LNG to supply our downstream customers by $27.7 million. The weighted average cost of gas purchased increased from $8.75 per MMBtu for the three months ended December 31, 2024 to $9.57 per MMBtu for the three months ended March 31, 2025.

Current wording

•We delivered slightly higher volumes of LNG to our downstream customers of 14.2 TBtu in the second quarter of 2025, compared to 13.8 TBtu in the first quarter of 2025. The weighted average cost of gas purchased decreased from $9.57 per MMBtu for the three months ended March 31, 2025 to $8.84 per MMBtu for the three months ended June 30, 2025.

Previous wording

Cost of sales increased by $73.3 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, which was attributable to the following:

Current wording

Cost of sales increased by $60.3 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, which was attributable to the following:

Previous wording

The weighted-average cost of our LNG inventory balance to be used in our operations as of March 31, 2025 and December 31, 2024 was $8.73 per MMBtu and $6.90 per MMBtu, respectively.

Current wording

The weighted-average cost of our LNG inventory balance to be used in our operations as of June 30, 2025 and December 31, 2024 was $9.35 per MMBtu and $6.90 per MMBtu, respectively.

Previous wording

Operations and maintenance increased by $20.5 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024. We placed our first Fast LNG project and Santa Catarina Facility into service in the fourth quarter of 2024. The increase was primarily attributable to payroll, maintenance, logistics and other costs incurred for operating these new facilities placed into service in 2024.

Current wording

Operations and maintenance increased by $4.9 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025. The increase was primarily attributable to maintenance, port and logistics and other costs incurred for operating our San Juan Facility, La Paz Facility and our Fast LNG unit. The increase was partially offset by a decrease in costs due to the sale of our Jamaica Business in May 2025.

Previous wording

Operations and maintenance decreased by $13.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. In the first quarter of 2024, our grid stabilization contract was terminated and assets related to the project were sold to PREPA. The decrease in costs during the three months ended March 31, 2025 are primarily due to lease and other maintenance costs that were no longer incurred for the sold assets, partially offset by the increased costs incurred for new facilities placed into service in 2024.

Current wording

Operations and maintenance increased by $6.9 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase is primarily due to costs incurred at our Fast LNG unit and the Santa Catarina Facility that were placed into service at the end of 2024. In thefirst quarter of 2024, our grid stabilization contract was terminated and assets related to the project were sold to PREPA, resulting in a reduction in costs incurred at our San Juan Facility.

Previous wording

Total revenue for the Ships segment decreased $3.8 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024. Total revenue for the Ships segment decreased $4.0 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Subsequent to the Energos Formation Transaction, we continue to be, for accounting purposes, the owner of certain vessels included in the transaction, and as such, we continue to recognize revenue from the charter of these vessels to third parties. The third-party charter of the vessel Energos Maria ended during the fourth quarter of 2024, and we are using the vessel at our terminal operations, resulting in a decrease in the vessel charter revenue.

Current wording

Total revenue for the Ships segment decreased $0.2 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025. Total revenue for the Ships segment decreased by$8.1 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Subsequent to the Energos Formation Transaction, we continue to be, for accounting purposes, the owner of certain vessels included in the transaction, and as such, we continue to recognize revenue from the charter of these vessels to third parties. The third-party charter of the vessels Energos Winter and Energos Maria ended during the third and fourth quarter of 2024, respectively, and we are using the vessel at our terminal operations, resulting in a decrease in the vessel charter revenue.

Previous wording

Vessel operating expenses decreased $1.0 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024. Vessel operating expenses decreased $1.2 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. As discussed above, the vessel operating costs were lower as the vessel Mariahas been utilized for our terminal operations.

Current wording

Vessel operating expenses decreased $0.9 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025. Vessel operating expenses decreased $3.4 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. As discussed above, the vessel operating costs were lower as the vessels Energos Winterand Energos Maria have been utilized for our terminal operations.

Previous wording

Selling, general and administrative decreased by $2.5 million for the three months ended March 31, 2025, compared to the three months ended December 31, 2024. The decrease was mostly driven by the reversal of previously recorded share-based compensation expense due to forfeitures during the quarter ended March 31, 2025.

Current wording

Selling, general and administrative decreased by $2.0 million for the three months ended June 30, 2025, compared to the three months ended March 31, 2025. The decrease was mostly driven by lower screening costs for our development projects and bad debt expense during the quarter ended June 30, 2025. The decrease was partially offset by higher share-based compensation expense in the quarter ended June 30, 2025. Due to forfeitures during the quarter ended March 31, 2025, we recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the first quarter.

Previous wording

Selling, general and administrative decreased by $11.5 million for three months ended March 31, 2025 as compared to the three months ended March 31, 2024. During the quarter ended March 31, 2024, the Company recognized an additional allowance for uncollectible receivables of $11.6 million. The allowance reduces outstanding receivables for certain customers to reflect the amount that the Company expects to receive. No significant allowance was recognized during the three months ended March 31, 2025. We recognized $5.2 million of share-based compensation costs associated with RSUs issued for the three months ended March 31, 2024. Due to forfeitures during the quarter ended March 31, 2025, the Company recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the period. The decreases above were partially offset by higher screening costs incurred for our development projects during the first quarter of 2025.

Current wording

Selling, general and administrative decreased by $24.8 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. During the first half of 2024, we recognized an additional allowance for uncollectible receivables of $11.6 million. The allowance reduces outstanding receivables for certain customers to reflect the amount that we expect to receive. No significant additional allowance was recognized during the six months ended June 30, 2025. Due to forfeitures during the first half of 2025, we recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the period. The decreases above were partially offset by higher screening costs incurred for our development projects during the first half of 2025.

Previous wording

The transaction and integration costs of $11.9 million and $6.0 million during the three months ended March 31, 2025 and December 31, 2024, respectively, primarily relate to legal fees and other third party costs incurred by the Company in connection with amendments to credit agreements. During the first quarter of 2025, we paid the Barcarena Debentures and amended the Term Loan B Credit Agreement, and $6.1 million of third party costs associated with these modifications were recognized as Transaction and integration costs. During the first quarter of 2025, we also incurred $3.9 million of legal fees related to the sale of our Jamaica Business.

Current wording

The transaction and integration costs of $75.4 million during the three months ended June 30, 2025 primarily relate to the sale of the Jamaica Business that was completed in May 2025. We incurred $67.0 million of transaction costs directly attributable to the sale, which included fees for novating a vessel charter to the buyer and contingent fees due to our advisors. Other costs relate to legal fees and other third party costs incurred by the Company in connection with amendments to credit agreements.

Previous wording

Depreciation and amortization expense increased by $2.6 million for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. The increase in depreciation expense resulting from the Fast LNG project and the Santa Catarina Facility being placed into service in December 2024, was partially offset by a reduction due to the sale of certain turbines and equipment to PREPA in March 2024.

Current wording

Depreciation and amortization expense increased by $18.0 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. The increase in depreciation expense resulted from the Fast LNG project and the Santa Catarina Facility being placed into service in December 2024, and was partially offset by a reduction due to the sale of certain turbines and equipment to PREPA in the first half of 2024, and sale of Jamaica Business in May 2025.

Previous wording

On May 14, 2025, the Company completed the sale of the Jamaica Business to Excelerate Energy Limited Partnership (“EELP”), a subsidiary of Excelerate Energy, Inc., for $1.055 billion in cash, subject to certain purchase price adjustments. In conjunction with closing, the Company repurchased all outstanding South Power Bonds for $227,157, including a 1.0% prepayment penalty and accrued interest. After the repayment of debt, the Company received net proceeds of approximately $678,480, with an additional $98,635 proceeds held in escrow and to be returned to the Company on the release dates as stated in the EAPA.

Current wording

In May 2025, the Company completed the sale of its Jamaica Business to Excelerate Energy Limited Partnership (“EELP”), a subsidiary of Excelerate Energy, Inc. for cash consideration of $1,055.0 million, subject to certain purchase price adjustments. We recognized a gain of $472.7 million for the six months ended June 30, 2025 related to the sale.

Previous wording

The Company had no significant asset sales during the first quarter of 2025 and fourth quarter of 2024. During the three months ended March 31, 2024, the Company recognized a loss of $77.5 million from the sale of turbines and related equipment to the PREPA.

Current wording

During the six months ended June 30, 2024, the Company recognized a loss of $77.5 million from the sale of turbines and related equipment to the PREPA.

Previous wording

Interest expense increased by $114.2 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024. The increase was primarily due to lower interest capitalized of $74.1 million during the quarter ended March 31, 2025 compared to $139.5 million during the quarter ended December 31, 2024. We placed the Fast LNG project and Santa Catarina Facility into service during the quarter ended December 31, 2024, and are no longer capitalizing interest towards these projects. In addition, we have incurred increased borrowing costs under the New 2029 Notes (as defined in our Annual Report) and the Brazil Financing Notes. We also amended our Term Loan A Credit Agreement and recognized an interest expense of$18.1 million relating to origination, structuring and other fees, which were previously capitalized.

Current wording

Interest expense decreased by $7.3 million for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025. During the first quarter of 2025, we amended our Term Loan A Credit Agreement, which removed the unused commitment, and recognized interest expense of $18.1 million relating to origination, structuring and other fees, which were previously capitalized. The decrease in interest expense on the Term Loan A Credit Agreement was partially offset by lower interest capitalized of $62.5 million during the quarter ended June 30, 2025 compared to $74.1 million during the quarter ended March 31, 2025.

Previous wording

Interest expense increased by $136.4 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024. The increase was primarily due to an increase in total principal outstanding due to additional principal balance outstanding. The total principal balance on outstanding facilities was $9.4 billion as of March 31, 2025 as compared to total outstanding debt of $7.2 billion as of March 31, 2024. We also capitalized lower interest expense of$74.1 million during the first quarter of 2025 compared to $104.2 million during the first quarter of 2024 asthe Fast LNG project and Santa Catarina Facility were placed into service towards the end of 2024. In addition, we recognized an interest expense of$18.1 million upon amendment of our Term Loan A credit agreement.

Current wording

Interest expense increased by $262.4 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to an increase in total principal balance outstanding. The total principal balance on outstanding facilities was $9.2 billion as of June 30, 2025 as compared to total outstanding debt of $7.8 billion as of June 30, 2024. We also capitalized interest expense of $136.6 million during the first half of 2025 compared to $215.0 million for the six months ended June 30, 2024, asthe Fast LNG project and Santa Catarina Facility were placed into service towards the end of 2024.

Previous wording

Other (income) expense, net was $(63.9) million, $52.4 million and $19.1 million for the three months ended March 31, 2025, December 31, 2024 and March 31, 2024, respectively.

Current wording

Other (income) expense, net was $(56.3) million and $(63.9) million for the three months ended June 30, 2025 and March 31, 2025, respectively. Other (income) expense, net was $(120.2) million and $66.5 million for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

The Other income recognized in the three months ended March 31, 2025 was primarily due toforeign currency remeasurement gains in the first quarter of 2025, supported by the appreciation of the Brazilian real against the U.S. dollar.

Current wording

The Other income recognized in the three months ended June 30, 2025 and March 31, 2025 was primarily due to foreign currency remeasurement gains, supported by the appreciation of the Brazilian real against the U.S. dollar. We earned interest income of $14.1 million and $14.3 million for the three months ended June 30, 2025 and March 31, 2025, respectively. We also recognized a gain contingency associated with our sale of Centrais Elétricas de Sergipe Participações S.A, or CELSEPAR in 2022 of $5.2 million upon settlement in the second quarter of 2025.

Previous wording

Other expense, net recognized in the three months ended December 31, 2024 and March 31, 2024 was primarily comprised of foreign currency loss due to remeasurement of U.S. dollar denominated debt in our Brazil subsidiary. The losses were partly offset by interest income, and realized and unrealized gains on foreign currency derivative contracts.

Current wording

Other income recognized in the first half of 2025 was primarily comprised of foreign currency gain due to remeasurement of U.S. dollar denominated debt in our Brazil subsidiary. The Company also recognized interest income of $28.4 million and $10.0 million during thesix months ended June 30, 2025 and June 30, 2024.

Showing the first 40 of 61 pairs. Open the source sections for the rest.

Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Facility and associated pipeline are expected to have a total addressable market of 15 million cubic meters per day of natural gas.

Current report — wording carried from elsewhere

The Barcarena Facility consists of an FSRU and associated infrastructure, including mooring and offshore and onshore pipelines. The Barcarena Facility is capable of delivering almost 600,000 MMBtu from LNG per day and storing up to

Current report — wording carried from elsewhere

The transaction and integration costs of $11.9 million during the three months ended March 31, 2025 primarily relate to legal fees and other third party costs incurred in connection with amendments to our credit agreements.

Current report — wording carried from elsewhere

•Additionally, we have $510.9 million aggregate principal amount outstanding as of June 30, 2025 under our 2026 Notes, which mature on September 30, 2026. If more than $100 million of the 2026 Notes remain outstanding 91 days prior to this maturity date (the "Springing Maturity Date"), the outstanding principal of $2.7 billion under the New 2029 Notes becomes due. If any of the 2026 Notes remains outstanding on the Springing Maturity Date, the outstanding balance under the Revolving Facility becomes due. As of June 30, 2025, the Revolving Facility was fully drawn with $710.4 million in revolving loans and $19.5 million in letters of credit. Additionally, if any of the 2026 Notes remain outstanding on July 31, 2026, the outstanding principal under the Term Loan B becomes due. Also, if any of the 2026 Notes remain outstanding 60 days prior to the maturity date of the 2026 Notes, the outstanding principal under the Term Loan A becomes due. As of June 30, 2025, there was $295.0 million outstanding under the Term Loan A and $1.27 billion outstanding under the Term Loan B.

Current report — wording carried from elsewhere

As such, management has concluded that our current liquidity and forecasted cash flows from operations are not probable to be sufficient to support, in full, its obligations as they become due, and there is substantial doubt as to the Company’s ability to continue as a going concern.

Current report — wording carried from elsewhere

Cash (used in) / provided by financing activities

Current report — wording carried from elsewhere

On May 14, 2025, we completed the sale of the Jamaica Business. In conjunction with closing, werepurchased all outstanding South Power Bonds for$227.2 million, including a 1.0% prepayment penalty and accrued interest.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

The Fifth Amendment, among other things, (i) requires $55,000 of proceeds from the sale of the Jamaica Business to be used to prepay a portion of loans currently outstanding and otherwise does not require the proceeds from the sale of the Jamaica Business to be used to prepay loans; (ii) increases the applicable margin to 6.70% for SOFR loans and 5.70% for Base Rate Loans and implements a SOFR floor of 4.30% and a base rate floor of 5.30%; (iii) requires the Company to make mandatory prepayments with 12.5% of proceeds of a $659,000 request for equitable adjustment and any other proceeds related to the early termination of our FEMA contracts, if and when such proceeds are received, to pay down a portion of the indebtedness outstanding under loans thereunder and, in the case of certain asset sales, reduce the commitments thereunder.

Previous report — wording carried elsewhere

The Eighth Amendment, among other things, provides for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio contained therein for the fiscal quarter ending June 30, 2025.

Previous report — wording carried elsewhere

Cost of sales increased by $14.0 million for the three months ended March 31, 2025 as compared to the three months ended December 31, 2024.

Previous report — wording carried elsewhere

Barcarena Power Plant, PortoCem Power Plant, Puerto Sandino Facility and Ireland Facility, and our current results do not include revenue and operating results from these projects.