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New Fortress Energy Inc.

For the period ended Sep 30, 2025. Filed Nov 21, 2025.

View on SEC.gov

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.

Sep 30, 2025 · Filed Nov 21, 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 2025-06-30; filed 2025-09-05.

0001749723-25-000123

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-21.

0001749723-25-000149

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 225 previous paragraphs and 246 current paragraphs.

123 unchanged; 80 reworded; 38 added; 16 removed; 6 previous and 5 current paragraphs rearranged.

Tables are not compared: 15 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 (38)

Current report

•In November 2025, we entered into amendments to the Revolving Credit Agreement, the Letter of Credit Agreement and the Term Loan A Credit Agreement (each as defined in the Annual Report) to, among other things, (a) in the case of the Letter of Credit Facility (as defined in the Annual Report), extend the maturity date of the facility to March 31, 2026, (b) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 (or in the case of the Letter of Credit Facility, also provide for a covenant holiday for the fiscal quarter ending December 31, 2025) and (y) the minimum liquidity requirement contained therein for the fiscal quarter ended December 31, 2025 (or in the case of the Letter of Credit Facility, remove the fiscal quarter minimum liquidity test altogether), (c) remove certain flexibility we had to pay dividends and other distributions, and (d) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes (as defined in the Annual Report).

Current report

•NFE Financing LLC, a subsidiary of the Company (the “New 2029 Notes Issuer”), did not make the interest payment of $163.8 million due to holders of the New 2029 Notes on November 17, 2025. An event of default under the indenture governing the New 2029 Notes will arise on November 20, 2025, when the contractual grace period for interest payments on such notes expires. On November 18, 2025, the Company and certain of its subsidiaries, including the New 2029 Notes Issuer, entered into a forbearance agreement with the beneficial holders of greater than 70% of the New 2029 Notes (the “New 2029 Notes Forbearance Agreement”), pursuant to which such beneficial holders agreed to forbear from accelerating or exercising remedies in respect of such event of default. Unless earlier terminated, the New 2029 Notes Forbearance Agreement will terminate on December 15, 2025. Upon the termination of the New 2029 Notes Forbearance Agreement, if a further forbearance or debt restructuring is not agreed to, the holders of the New 2029 Notes could accelerate the outstanding principal balance of the New 2029 Notes, in which case substantially all of our other outstanding debt would become payable on demand. The New 2029 Notes Forbearance Agreement contains conditions, covenants, termination rights and other provisions customary for forbearance agreements of that type.

Current report

•We are required to deliver power under power purchase agreements from the Barcarena Power Plant starting in the third quarter of 2025. The Barcarena Power Plant is currently being commissioned, and as such, we partnered with a local energy trader to supply the required power. Revenue recognized for the delivery of power under these PPAs in third quarter of 2025 was $93.8 million.

Current report

•We entered into sub-charter agreements for the Energos Eskimo commencing in June 2025, and Energos Winter, and Energos Freeze commencing in the third quarter of 2025. The sub-charter revenue of $27.8 million is included in our Terminals and Infrastructure segment.

Current report

The increase above was offset by a decrease in our terminal revenue due to the following:

Current report

•The reduction in volumes delivered from our terminals was partially offset by higher demand from our customers at the La Paz Facility. We delivered 8.4 TBtu through the La Paz Facility during the nine months ended September 30, 2025 compared to 6.5 TBtu during the nine months ended September 30, 2024.

Current report

•Revenue recognized for the delivery of power under PPAs from the Barcarena Power Plant in third quarter of 2025 was $93.8 million.

Current report

•We earned sub-charter revenue for Energos Eskimo, Energos Winter, and Energos Freeze of $27.8 million during nine months ended September 30, 2025, which is included in our Terminals and Infrastructure segment.

Current report

•We delivered lower volumes of LNG to our downstream customers of 10.7 TBtu in the third quarter of 2025, compared to 14.2 TBtu in the second quarter of 2025 predominantly due to sale of our Jamaica Business in May

Current report

•During the three months ended June 30, 2025, we incurred cargo sales costs of $15.7 million. We did not incur any cargo sales costs during the three months ended September 30, 2025.

Current report

The decrease in cost of sales for the quarter was largely offset by a $44.1 million increase related to the delivery of power under PPAs from the Barcarena Power Plant.

Current report

Vessel operating expenses remained consistent between the three months ended September 30, 2025 and 2024. We incurred $3.7 of vessel operating expenses during the nine months ended September 30, 2025 as the sub-charter agreements for certain vessels commenced during 2025 within the segment. No such costs were incurred in this segment in 2024.

Current report

Operations and maintenance decreased by $1.3 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025. The decrease was primarily attributable to the costs due to the sale of our Jamaica Business in May 2025. The decrease was partially offset by increase in vessel charter costs and port fees.

Current report

Selling, general and administrative increased by $28.8 million for the three months ended September 30, 2025, compared to the three months ended June 30, 2025. The increase was primarily attributable to a $18.6 million loss from legal proceedings with vendors and additional $8.2 million in bad debt expense associated with receivables that we retained following the sale of our Jamaica Business. The increase was partially offset with lower screening costs incurred during the current quarter for our development projects.

Current report

The Company incurred transaction and integration costs of $19.6 million during the three months ended September 30, 2025. During the third quarter of 2025, we initiated a process to evaluate our capital structure and liquidity, and we have retained a financial advisor and legal counsel to assist in this evaluation. Our creditors have also retained financial advisors and legal counsel, and we are responsible for these costs. We incurred $18.6 million towards such professional and consulting fees during the three months ended September 30, 2025.

Current report

For the three months ended September 30, 2025, the impairment charge of $10.4 million principally relates to costs incurred on certain capitalized development project costs; during the third quarter, we determined that it was not probable that we would pursue development of these projects.

Current report

The Company also recognized interest income of $39.3 million and $14.0 million during thenine months ended September 30, 2025 and September 30, 2024.

Current report

Cash outflows during the nine months ended September 30, 2025 includes significant interest payments resulting from both higher amounts of outstanding debt and increased interest rates. Cash paid for interest, excluding capitalized interest, during 2025 totaled approximately $350 million. We have recognized reduced cash flows following the sale of our Jamaica

Current report

Business. Following the sale of the Jamaica Business, we continue to incur operational and administrative costs that supported all of our operations, including Jamaica. Additionally, our first FLNG unit was placed in service at the end of 2024, and we have incurred increased operational and maintenance costs as we optimize our LNG production process.

Current report

Throughout the first nine months of 2024, we had total borrowings of $3,594.2 million, with such borrowings primarily used to fund continued development of the Fast LNG project, Barcarena Power Plant, and PortoCem Power Plant. Such borrowings were also used to repay a portion of the 2025 Notes and various asset level financings in Puerto Rico and Brazil. We also repaid our Revolving Facility and short-term borrowings under repurchase agreements, prior to again drawing on these facilities.

Current report

Interest payments are due on the New 2029 Notes semi-annually in May and November of each year, and an interest payment of$163.8 million was due on November 17, 2025, with a contractual three-day grace period to November 20, 2025. Prior to the expiration of the contractual three-day grace period, we entered into a forbearance agreement with the beneficial holders of greater than 70% of the New 2029 Notes, pursuant to which the holders agreed to forbear from accelerating or exercising remedies in respect of an event of default that has arisen thereunder on account of the issuer’s failure to pay interest due on November 17, 2025. The term of the forbearance agreement is through December 15, 2025, and upon the termination of the forbearance agreement, if further forbearance or debt restructuring is not agreed to, the holders of the New 2029 Notes could accelerate the outstanding principal balance of the New 2029 Notes, in which case substantially all of our other outstanding debt would become payable on demand.

Current report

We do not expect to be in compliance withthe consolidated first lien debt ratio and fixed charge coverage ratio covenants under the Revolving Facility Credit Agreement and the Term Loan A Credit Agreement for the quarter ending December 31, 2025; see discussion below. The indenture governing the New 2029 Notes contains cross-default provisions that would automatically accelerate the maturity date of all outstanding balances under the New 2029 Notes upon an event of default in the Revolving Credit Agreement and Term Loan A Credit Agreement due to a covenant violation. As such, the outstanding principal balance of the New 2029 Notes has been presented as a current liability.

Current report

The indenture governing the 2029 Notes contains cross acceleration provisions that would allow these lenders to accelerate the maturity date of outstanding principal balances under the 2029 Notes upon an acceleration of outstanding principal balances under Revolving Facility and Term Loan A Credit Agreement due to a covenant violation. As such, the outstanding principal balance of the 2029 Notes has been presented as a current liability.

Current report

In November 2025, we entered into an amendment to the Revolving Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025, (b) remove certain flexibility we had to pay dividends and other distributions, and (c) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

Current report

We also do not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025. If we do not enter into an agreement with the lenders under the Revolving Facility to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time we furnish to the administrative agents for the Revolving Facility audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility. If the lenders choose to exercise such rights, substantially all of our outstanding indebtedness could be accelerated.

Current report

In May 2025, we entered into the eighth amendment to the Letter of Credit Agreement to, among other things, (i) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended June 30, 2025 and (ii) add a covenant limiting the amount of cash we can use to repurchase the 2026 Notes, other than payments to avoid springing maturities in respect thereof or with proceeds of certain permitted debt or equity refinancing transactions.

Current report

On October 24, 2025, we entered into the tenth amendment and deferral agreement to our Letter of Credit Agreement to, among other things, delay the reduction of commitments until a date that certain letters of credit were issued and/or renewed (not to be later than November 14, 2025).

Current report

On November 14, 2025, we entered into the eleventh amendment to the Letter of Credit Agreement to, among other things, (a) extend the maturity date of the Letter of Credit Facility to March 31, 2026, (b) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarters ended September 30, 2025 and December 31, 2025, (c) remove the minimum liquidity requirement contained therein with respect to each fiscal quarter, (d) remove certain flexibility we had to pay dividends and other distributions, and (e) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness

Current report

In November 2025, we entered into an amendment to the Term Loan A Credit Agreement to, among other things, (a) provide for a covenant holiday with respect to (x) the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and (y) the minimum liquidity requirement contained therein for the fiscal quarter ending December 31, 2025(b) remove certain flexibility we had to pay dividends and other distributions and (c) restrict our ability to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment on the New 2029 Notes.

Current report

We also do not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025. If we do not enter into an agreement with the lenders under the Term Loan A Credit Agreement to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time we furnish to the administrative agents for the Term Loan A Credit Agreement audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Term Loan A Credit Agreement. If the lenders choose to exercise such rights, substantially all of our outstanding indebtedness could be accelerated.

Current report

We have an LNG cargo financing arrangement where it may, from time to time, enter into sales and repurchase agreements with a financial institution, whereby we sell to the financial institution an LNG cargo and concurrently enters into an agreement to repurchase the same LNG cargo immediately with the repurchase price payable at a future date, generally not to exceed 90-days from the date of the sale and repurchase (the “Short-term Borrowings”). As of September 30, 2025, $73.3 million was due under repurchase arrangements with a weighted average interest rate of 7.95%, and we have amended the agreements on outstanding borrowings to extend the due date to November 14, 2025. Borrowings under this arrangement are uncommitted, and as such, there can be no assurance that we will have a right to extend the due dates on outstanding balances or borrow additional amounts in the future.

Current report

Our loan agreement under the U.S. Citizenship and Immigration Services EB-5 Program ("EB-5 Loan Agreement") requires us to create a minimum number of new jobs prior to January 2026 (the "Job Creation Requirement"). During the third quarter of 2025, we determined that it was not probable that development of our ZeroPark project will have created a sufficient amount of jobs by this deadline. After contractual notice and grace periods, if the Jobs Creation Requirement is not met, the lenders would have the ability to accelerate the payment of all outstanding balances under the EB-5 Loan Agreement. As of September 30. 2025, we had an aggregate principal amount of$100.0 million outstanding (the "EB-5 Loan"). None of our other outstanding indebtedness would be impacted by any potential event of default or acceleration of the EB-5 Loan. We are in discussions with the lenders to obtain a waiver.
Removed paragraphs (16)

Previous 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.

Previous report

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

Previous report

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

Previous report

•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 report

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

Previous report

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 report

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 report

The terms and conditions of our indebtedness include restrictive covenants that limit our ability to operate our business, incur or refinance our debt, engage in certain transactions, and require us to maintain certain financial ratios, among others, any of which may limit our ability to finance future operations and capital needs, react to changes in our business and in the economy generally, and to pursue business opportunities and activities. Following the completion of the Refinancing Transactions in the fourth quarter of 2024, our ability to undertake these activities, including our ability to incur or refinance our debt, is further limited. Furthermore, the restrictions imposed by certain of the amendments to our Revolving Facility require proceeds of certain asset sales to be used to pay down existing indebtedness. From time to time, we may seek to repay, refinance or restructure all or a portion of our debt or to repurchase our outstanding debt through, as applicable, tender offers, redemptions, exchange offers, open market purchases, privately negotiated transactions or otherwise. Such transactions, if any, will depend on a number of factors, including prevailing market conditions, our liquidity requirements and contractual requirements (including compliance with the terms of our debt agreements), among other factors.

Previous report

In the first half of 2024 we issued $750.0 million of 2029 Notes with such borrowings primarily used to repay $375.0 million of the 2025 Notes and repay a portion of our outstanding balance on the Revolving Facility. In advance of the sale of turbines to PREPA, we also repaid the Equipment Notes in full. Subsequently, we utilized our Revolving Facility to fund continued development of the Fast LNG project. We also received $284.4 million under the BNDES Credit Agreement, with such borrowings primarily used to repay the Barcarena Term Loan and fund development of the Barcarena Power Plant. We also borrowed $269.9 million to repay the PortoCem BTG Loan and begin the development and construction of a power plant to deliver under the capacity reserve contracts acquired in the PortoCem Acquisition. Additionally, we borrowed $148.5 million under a promissory note secured by certain turbines owned by the Company.

Previous report

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

Previous 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.

Previous 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.

Previous report

The Term Loan A Credit Agreement contains usual and customary representations, warranties and affirmative and negative covenants for financings of this type, including certain representations and warranties related to the Onshore Altamira Project. The Term Loan A Credit Agreement includes certain other covenants related solely to the Onshore Altamira Project, including limitations on capital expenditures, restrictions on additional accounts, and restrictions on amendments or termination of certain material documents related to the Onshore Altamira Project. We must also comply with certain financial covenants consistent with those under the Revolving Facility, including Debt to EBITDA Ratio and minimum consolidated liquidity.
Reworded paragraphs (80)

Previous wording

•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 wording

•We recognized operating losses and negative operating cash flows during each of the first three quarters of 2025, with this decline in earnings accelerating in the second quarter of 2025. Our forecasted cash flows are expected to be impacted by, among other things, reduced earnings following the sale of the Jamaica Business and increased interest expense.

Previous wording

•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 wording

•We also do not expect to be in compliance with the consolidated first lien debt ratio and fixed charge coverage ratio covenants for the fiscal quarter ending December 31, 2025 under the Revolving Credit Agreement and the Term Loan A Credit Agreement. If we do not enter into an agreement with the lenders under the Revolving Facility (as defined in the Annual Report) and the Term Loan A Credit Agreement to provide for a covenant holiday or other covenant relief for the fiscal quarter ending December 31, 2025, by the time we furnish to the administrative agents for the Revolving Facility and Term Loan A Credit Agreement audited financial statements for such fiscal year, the lenders would have the right to accelerate the repayment of the outstanding principal under the Revolving Facility and Term Loan A Credit Agreement. If the lenders choose to exercise such rights under those facilities, substantially all of our outstanding indebtedness could be accelerated, and we would not have sufficient liquidity or capital resources to satisfy its outstanding principal obligations.

Previous wording

•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 wording

•We were required to provide a $79.1 million 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 had the right to call for a meeting of holders and declare an event of early maturity. On October 11, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to the failure to provide the bank guarantee. The remaining $79.1 million bank guarantee is now due on or before May 10, 2026, and if this guarantee or an equivalent amount of equity contribution to the project company is not made by this date, an automatic event of default will exist under the amended debenture agreement. We are discussing providing this bank guarantee with our creditors under new credit arrangements, and should additional financing or credit capacity be provided under new credit agreements, we intend to comply with the requirements of the waiver. However, based on our current liquidity, we determined that it is not currently probable that the bank guarantee can be provided, absent an agreement with our existing creditors or new lenders. If such automatic early maturity event were to occur, substantially all of our outstanding indebtedness would be payable on demand.

Previous wording

•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 wording

•Additionally, we have $510.9 million aggregate principal amount outstanding as of September 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 September 30, 2025, the Revolving Facility was fully drawn with $660.4 million in revolving loans and $69.5 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 Credit Agreement becomes due. As of September 30, 2025, there was $295.0 million outstanding under the Term Loan A Credit Agreement and $1.27 billion outstanding under the Term Loan B.

Previous wording

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 wording

Should we not be in compliance with covenants in the Revolving Credit Agreement and Term Loan A Credit Agreement in the future, we will engage in negotiations with these lenders to obtain a waiver to avoid acceleration of outstanding balances. Additionally, should the Company not provide the additional bank guarantee to holders of the PortoCem Debentures by the required date, we will engage with these holders to avoid an event of early maturity. 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, or, other strategic transactions that seek to provide additional liquidity and relief from acceleration under its debt agreements. We are activity managing our liquidity as we continue this evaluation with our advisors, and as part of this process, we are negotiating payment plans with significant vendors, most significantly the owners under our vessel charters. If unsuccessful in these strategic alternatives, we may be required or compelled to pursue additional restructuring initiatives to preserve value and optionality, including possible out of court restructurings, or in-court relief, in the U.K. or the U.S., which could have a material and adverse impact on stockholders. 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.

Previous wording

We are also evaluating strategies to obtain the required additional funding for our future operations, including the following transactions that are excluded from our forecast, among other things: (1) settlement of our claims resulting from the termination of the emergency power services contract in Puerto Rico in the first quarter of 2024, (2) realization of up to $110.0 million in proceeds from the modification of Genera’s Operation and Maintenance Agreement; (3) receipt of proceeds from the sale of the Jamaica Business that are currently in escrow of approximately $98.6 million; and (4) expected cash flows from new business in Puerto Rico and Brazil.

Current wording

We are also evaluating strategies to obtain the required additional funding for our future operations, including the following transactions that are excluded from our forecast, among other things: (1) settlement of our claims resulting from the termination of the emergency power services contract in Puerto Rico in the first quarter of 2024, (2) realization of up to $110.0 million in proceeds from the modification of Genera’s Operation and Maintenance Agreement; (3) receipt of proceeds from the sale of the Jamaica Business that are currently in escrow; (4) expected cash flows from new business in Puerto Rico and Brazil.

Previous wording

We are a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. We own and operate natural gas and liquefied natural gas ("LNG") infrastructure, and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets; additionally, we have expanded our focus to building our modular LNG manufacturing business. Our near-term mission is to provide modern infrastructure solutions to create cleaner, reliable energy while generating a positive economic impact worldwide. Our long-term mission is to become one of the world’s leading companies providing power free from carbon emissions by leveraging our global portfolio of integrated energy infrastructure. We discuss this important goal in more detail in our Annual Report, “Items 1 and 2: Business and Properties” under “Sustainability—Toward a Low Carbon Future.”

Current wording

We are a global energy infrastructure company founded to help address energy poverty and accelerate the world’s transition to reliable, affordable and clean energy. We own and operate natural gas and liquefied natural gas ("LNG") infrastructure, and an integrated fleet of ships and logistics assets to rapidly deliver turnkey energy solutions to global markets; additionally, we have expanded our focus to building our modular LNG manufacturing business.

Previous wording

In 2023, we entered into agreements for the installation and operation of approximately 350MW of additional power to be generated at the Palo Seco Power Plant and San Juan Power Plant in Puerto Rico as well as the supply of natural gas. Our customer was contracted by the U.S. Army Corps of Engineers to support the island’s grid stabilization project with additional power capacity to enable maintenance and repair work on Puerto Rico’s power system and grid. We commissioned 350MW of duel-fuel power generation using our gas supply in less than 180 days.

Current wording

Our customer was contracted by the U.S. Army Corps of Engineers to support the island’s grid stabilization project with additional power capacity to enable maintenance and repair work on Puerto Rico’s power system and grid. We commissioned 350MW of dual-fuel power generation using our gas supply in less than 180 days.

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. 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.

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. In September 2025, both parties reached agreement on contract terms for the long-term supply of LNG to Puerto Rico, which the Financial Oversight and Management Board of Puerto Rico ("FOMB") then made further comments. The Parties remain in negotiations to finalize the new gas supply agreement and submit it for review and approval by the FOMB. The current gas supply agreement is extended on a weekly basis until the new gas supply agreement is approved by the FOMB. 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 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.

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 ten years from November 3, 2024, and amended the annual minimum volumes.

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

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

Previous wording

NFE provides reliable, affordable and clean energy supplies to customers around the world that we plan to satisfy through the following sources: 1) our current contractual supply commitments; 2) our own FLNG production; and 3) additional LNG supply contracts expected to commence in 2027. Our first FLNG facility began to produce LNG in July 2024, and we expect to generate up to 70 TBtu annually from this facility. When expected production from FLNG is combined with our commitments to purchase and receive physical delivery of LNG volumes, we expect to have sufficient supply for 100% of our committed volumes for each of our downstream terminals inclusive of our San Juan Facility, La Paz Facility, Barcarena Facility and Santa Catarina Facility. Additionally, we have binding contracts for LNG volumes from two separate U.S. LNG facilities, each with a 20-year term, which are expected to commence in 2027 and 2029.

Current wording

additional LNG supply contracts expected to commence in 2027. Our first FLNG facility began to produce LNG in July 2024, and we expect to generate up to 70 TBtu annually from this facility. When expected production from FLNG is combined with our commitments to purchase and receive physical delivery of LNG volumes, we expect to have sufficient supply for 100% of our committed volumes for each of our downstream terminals inclusive of our San Juan Facility, La Paz Facility, Barcarena Facility and Santa Catarina Facility. Additionally, we have binding contracts for LNG volumes from two separate U.S. LNG facilities, each with a 20-year term, which are expected to commence in 2027 and 2029.

Previous wording

We expect to deploy up to two 1.4MTPA additional FLNG units onshore at the existing Altamira LNG import facility. The terminal also would source feedgas from the CFE from the Sur de Texas-Tuxpan Pipeline. The Altamira onshore LNG facility is a world class import facility that will be converted to export LNG similar to other gulf coast regasification terminals. Existing infrastructure at the facility includes two 150,000m3 storage tanks, deepwater marine berth and access to local gas and power networks.

Current wording

We are considering a plan to deploy up to two 1.4MTPA additional FLNG units onshore at the existing Altamira LNG import facility. The terminal also would source feedgas from the CFE from the Sur de Texas-Tuxpan Pipeline. The Altamira onshore LNG facility is a world class import facility that will be converted to export LNG similar to other gulf coast regasification terminals. Existing infrastructure at the facility includes two 150,000m3 storage tanks, deepwater marine berth and access to local gas and power networks.

Previous 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.

Current 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.

Previous wording

The Barcarena Facility will also supply our new 630MW combined cycle natural gas-fired power plant located in Pará, Brazil (the “Barcarena Power Plant”). The power plant is fully contracted under multiple 25-year power purchase agreements to supply electricity to the national electricity grid. We expect to complete the Barcarena Power Plant in 2025.

Current wording

The Barcarena Facility will also supply our new 630MW combined cycle natural gas-fired power plant located in Pará, Brazil (the “Barcarena Power Plant”). The power plant is fully contracted under multiple 25-year power purchase agreements to supply electricity to the national electricity grid. We expect to complete the Barcarena Power Plant and reach commercial operation in 2025.

Previous wording

In the third quarter of 2023, An Bord Pleanála ("ABP"), Ireland's planning commission, denied our application for the development of an LNG terminal and power plant. We challenged this decision, and in September 2024, the High Court of Ireland ruled that ABP did not have appropriate grounds for the denial of our permit. In March 2025, APB withdrew their appeal to the September 2024 High Court decision. ABP is now reconsidering our planning application in accordance with Irish Law.

Current wording

In the third quarter of 2023, An Bord Pleanála ("ABP"), Ireland's planning commission, denied our application for the development of an LNG terminal and power plant. We challenged this decision, and in September 2024, the High Court of Ireland ruled that ABP did not have appropriate grounds for the denial of our permit. In March 2025, ABP withdrew their appeal to the September 2024 High Court decision. ABP is now reconsidering our planning application in accordance with Irish Law.

Previous wording

Our first clean hydrogen project, known as ZeroPark I, is located in Beaumont, Texas. The ZeroPark I facility is sited within a 10-mile radius of the two largest refineries in the western hemisphere and numerous petrochemical manufacturers, many of which require significant amounts of hydrogen for their businesses. ZeroPark I, as planned, could use up to 200 MW of power, constructed in two distinct phases, each using 100 MW of electrolysis technology. In total, ZeroPark I is expected to produce up to 86,000 kg of clean hydrogen per day, or approximately 31,000 TPA. We have commenced design, engineering and permitting for ZeroPark I. Additionally, we have secured a binding offtake commitment for the clean hydrogen produced at ZeroPark I. Once completed, we expect ZeroPark I to be the largest green hydrogen plant in the United States.

Current wording

Our first clean hydrogen project, known as ZeroPark I, is located in Beaumont, Texas. The ZeroPark I facility is sited within a 10-mile radius of the two largest refineries in the western hemisphere and numerous petrochemical manufacturers, many of which require significant amounts of hydrogen for their businesses. ZeroPark I, as planned, could use up to 200 MW of power, constructed in two distinct phases, each using 100 MW of electrolysis technology. In total, ZeroPark I is expected to produce up to 86,000 kg of clean hydrogen per day, or approximately 31,000 TPA. We have commenced design, engineering and permitting for ZeroPark I. On July 4, 2025, the Tax Act of 2025 was enacted in the U.S. The Tax Act of 2025 introduces multiple tax law and other legislative changes, including the rules and timing for the IRA 45V production tax credit. We continue to evaluate the impact of the tax credit in relation to the project. Additionally, we have secured a binding offtake commitment for the clean hydrogen produced at ZeroPark I. Once completed, we expect ZeroPark I to be the largest green hydrogen plant in the United States.

Previous wording

On September 26, 2024, the United States Coast Guard ("USCG") filed a Letter of Recommendation with FERC in which it assessed our Letter of Intent dated April 12, 2024, and our Waterway Suitability Assessment, dated August 26, 2024, in respect of future ship to ship transfers with alternative vessels, and recommended against the allowance of the proposed operations. Further, on September 26, 2024, the USCG issued a Letter of Warning in respect of our ongoing ship to ship transfers of LNG operations within the San Juan port limits. On October 21, 2024, we filed an appeal with the USCG under 33 CFR 160.7. In December 2024 and February 2025, we submitted an updated Letter of Intent and Waterway Suitability Assessments detailing our alternative operational plans to the USCG and are working collaboratively with the USCG to obtain a new Letter of Recommendation to FERC in support of our operations, which we expect to be imminently forthcoming. In concert with our collaboration with the USCG regarding our new operational plans, we withdrew our appeal on February 14, 2025.

Current wording

On September 26, 2024, the United States Coast Guard ("USCG") filed a Letter of Recommendation with FERC in which it assessed our Letter of Intent dated April 12, 2024, and our Waterway Suitability Assessment, dated August 26, 2024, in respect of future ship to ship transfers with alternative vessels, and recommended against the allowance of the proposed operations. Further, on September 26, 2024, the USCG issued a Letter of Warning in respect of our ongoing ship to ship transfers of LNG operations within the San Juan port limits. On October 21, 2024, we filed an appeal with the USCG under 33 CFR 160.7. In December 2024 and February 2025, we submitted an updated Letter of Intent and Waterway Suitability Assessments detailing our alternative operational plans to the USCG and are working collaboratively with the USCG to obtain a new Letter of Recommendation to FERC in support of our operations, which we expect to be forthcoming. In concert with our collaboration with the USCG regarding our new operational plans, we withdrew our appeal on February 14, 2025.

Previous 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

Current wording

Results of Operations – Three Months Ended September 30, 2025 compared to Three Months Ended June 30, 2025 and Nine Months Ended September 30, 2025 compared to Nine Months Ended September 30, 2024

Previous 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:

Current wording

The tables below present our segment information for the three months ended September 30, 2025 and June 30, 2025, and for the nine months ended September 30, 2025 and September 30, 2024:

Previous 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.

Current wording

Total revenue for the Terminals and Infrastructure Segment increased by $38.5 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025, and total revenue for the Terminals and Infrastructure Segment decreased by $518.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous wording

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 wording

The increase in revenue in the third quarter of 2025 when compared to the second quarter of 2025 was primarily attributable to the following:

Previous wording

•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 wording

•We delivered 3.0 TBtu from our Montego Bay Facility and Old Harbour Facility prior to the sale of our Jamaica Business in the second quarter of 2025. The volumes delivered to our customers from our San Juan Facility and La Paz Facility together decreased from 11.2 TBtu in the second quarter of 2025 to 10.7 TBtu in the third quarter of 2025.

Previous 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.

Current wording

•We recognized $24.3 million of revenue from cargos sales for the three months ended June 30, 2025. We had no cargo sales for the three months ended September 30, 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 decreased by 6% for the three months ended June 30, 2025 as compared to the three months ended March 31, 2025.

Current wording

•The average Henry Hub index pricing used to invoice our downstream customers decreased by 11% for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025.

Previous 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.

Current wording

The decrease in revenue in first three quarters of 2025 when compared to the first three quarters of 2024 was primarily attributable to decreased volumes due to the 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 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.

Current wording

•For the nine months ended September 30, 2025, volumes delivered to downstream customers were 38.7 TBtu as compared to 62.8 TBtu for the nine months ended September 30, 2024.

Previous 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.

Current wording

•The higher volumes in the first three quarters 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 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 wording

•We delivered 9.4 TBtu from our Montego Bay Facility and Old Harbour Facility prior to the sale of the Jamaica Business in May 2024, compared to 19.8 TBtu during the nine months ended September 30, 2024.

Previous wording

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

Current wording

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

Previous 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.

Current wording

•The average Henry Hub index pricing used to invoice our downstream customers increased by 62% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Previous 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.

Current wording

•Revenue from cargos sales was $207.0 million for the nine months ended September 30, 2025, as compared to $199.1 million for the nine months ended September 30, 2024.

Previous wording

Cost of sales includes the procurement of feed gas or LNG, as well as shipping and logistics costs to deliver LNG or natural gas to our facilities. We source LNG and natural gas from third parties and our own liquefaction facilities, including our first Fast LNG unit which was placed into service in the fourth quarter of 2024. Costs to convert natural gas to LNG, including labor, depreciation and other direct costs to operate our liquefaction facilities are also included in Cost of sales. Starting in the third quarter of 2023, our subsidiary, Genera, began to provide operations and maintenance services to PREPA's thermal generation assets, and cost to provide these services is included in Cost of sales. Under our contract with PREPA, we pass all of these costs onto PREPA, and such billings are recognized as revenue.

Current wording

Cost of sales includes the procurement of feed gas or LNG, as well as shipping and logistics costs to deliver LNG or natural gas to our facilities. We source LNG and natural gas from third parties and our own liquefaction facilities, including our first Fast LNG unit which was placed into service in the fourth quarter of 2024. Costs to convert natural gas to LNG, including labor, depreciation and other direct costs to operate our liquefaction facilities are also included in Cost of sales. Our subsidiary, Genera, provides operations and maintenance services to PREPA's thermal generation assets, and cost to provide these services is included in Cost of sales. Under our contract with PREPA, we pass all of these costs onto PREPA, and such billings are recognized as revenue.

Previous wording

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 wording

Cost of sales decreased by $11.9 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025, primarily driven by lower volumes delivered to our customers, including cargo sales, and lower vessel costs, which is partially offset by higher cost incurred for the delivery of power under PPAs from the Barcarena Power Plant.

Previous 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.

Current wording

The weighted average cost of gas purchased increased from $8.84 per MMBtu for the three months ended June 30, 2025 to $9.40 per MMBtu for the three months ended September 30, 2025.

Previous wording

•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 wording

•Vessel costs decreased by $22.7 million during the three months ended September 30, 2025 compared to the three months ended June 30, 2025. The vessel costs were lower in the third quarter as fewer vessels were chartered in our fleet. We assigned vessels used in the Jamaica Business to the buyer during the second quarter of 2025, and we redelivered certain vessels after their charters ended in the third quarter of 2025.

Previous 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:

Current wording

Cost of sales decreased by $68.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, which was attributable to the following:

Previous wording

•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 wording

•We delivered 38.7 TBtu during the nine months ended September 30, 2025 compared to 62.8 TBtu during the nine months ended September 30, 2025, a reduction of 38% in volumes delivered, principally due to the sale of our Jamaica Business and downtime for repairs and maintenance at our San Juan Facility. In addition, our customer terminated the grid stabilization project in the first quarter of 2024, resulting in lower volumes delivered in 2025.

Previous wording

•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 wording

•We recognized lower payroll and other operating costs of $60.7 million to provide services under Genera's operations and maintenance contract for the nine months ended September 30, 2025 compared to $77.0 million for the nine months ended September 30, 2024; these costs are passed onto PREPA.

Previous wording

•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 wording

The decrease in the costs of gas were offset by higher weighted average cost of gas purchased from $6.65 per MMBtu for the nine months ended September 30, 2024 to $9.01 per MMBtu for the nine months ended September 30, 2025. In the first three quarters of 2025, we incurred $119.5 million of cargo sales costs, compared to $102.3 million incurred in the first three quarters of 2024. Additionally, we incurred $44.1 million in the third quarter related to the delivery of power under PPAs from the Barcarena Power Plant.

Showing the first 40 of 80 pairs. Open the source sections for the rest.

Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

In 2023, we entered into agreements for the installation and operation of approximately 350MW of additional power to be generated at the Palo Seco Power Plant and San Juan Power Plant in Puerto Rico as well as the supply of natural gas.

Current report — wording carried from elsewhere

NFE provides reliable, affordable and clean energy supplies to customers around the world that we plan to satisfy through the following sources: 1) our current contractual supply commitments; 2) our own FLNG production; and 3)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

On September 30, 2025, we entered into a deferral agreement for our Letter of Credit Agreement to, among other things, further defer the Cash Collateralization Requirement to November 14, 2025.

Current report — wording carried from elsewhere

On June 5, 2025, we received an additional downgrade of our credit rating, which triggered an non-automatic event of early maturity under the PortoCem Debenture. On June 26, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. No additional collateral was required;
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

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

Previous report — wording carried 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

Previous report — wording carried 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.

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

We have construction purchase commitments in connection with our development projects, including our Fast LNG projects, Puerto Sandino Facility, Barcarena Facility, Barcarena Power Plant and PortoCem Power Plant. Commitments included in the table above include commitments under engineering, procurement and construction contracts where a notice to proceed has been issued.

Previous report — wording carried elsewhere

The Term Loan B Credit Agreement contains usual and customary representations and warranties, and usual and customary affirmative and negative covenants. No financial covenant compliance is required under the Term Loan B Credit Agreement.