New Fortress Energy Inc.
For the period ended Dec 31, 2025. Filed Apr 13, 2026.
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FY2025 · Filed Apr 13, 2026
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of New Fortress Energy Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of New Fortress Energy Inc. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 13, 2026 expressed an adverse opinion thereon.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations, has experienced events of default under its debt agreements, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Restatement of 2024 and 2023 Financial Statements
As discussed in Note 1 to the consolidated financial statements, the 2024 and 2023 consolidated financial statements have been restated to correct misstatements.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| Impairment of Construction in Progress | |
| Description of the Matter | As described in Note 4, the Company performs a recoverability assessment for all long-lived assets, including construction in progress for development projects, whenever events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. When the carrying value of an asset exceeds the undiscounted expected future cash flows, an impairment loss is recognized equal to the excess of the asset’s carrying value over its fair value. As described in Note 17 to the consolidated financial statements, the Company identified an impairment indicator of goodwill following the significant decrease in its stock price, which similarly represented an indicator of impairment for the Company’s long-lived assets. This resulted in the Company performing a recoverability test of the long-lived assets within the asset groups comprising the reporting unit prior to the completion of the goodwill impairment test. During the year ended December 31, 2025, the Company determined that construction in progress asset groups for specific development projects were not recoverable and recognized an impairment loss of approximately $861 million, which represented the amount by which the carrying value exceeded the estimated fair value of these asset groups.Auditing the measurement of the impairment loss was highly subjective due to the significant judgment in identifying the appropriate valuation techniques, evaluating assumptions underlying the highest and best use of the asset groups, and determining indicative market transactions utilized to estimate the fair value of the construction in progress asset groups. |
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| How We Addressed the Matter in Our Audit | To test the Company’s measurement of the impairment loss, our audit procedures included, among other things, evaluating the Company’s valuation methodologies, the completeness and accuracy of the key inputs, including comparable sales transactions, and significant assumptions utilized to arrive at the estimated fair value of the asset groups subject to impairment. We involved valuation specialists who assisted in evaluating the valuation methodologies, key assumptions and inputs used to measure the asset groups at fair value. For certain of the Company’s development projects, we also made inquiries of the project contractor to understand the alternate use and markets to support the estimated fair value of the asset group. We compared the cost basis of each asset group which was not recoverable to its respective fair values and recalculated the impairment loss. The nature and extent of our audit procedures over the measurement of the impairment loss considered the material weaknesses identified. |
We have served as the Company’s auditor since 2016.
/s/Ernst & Young LLP
Philadelphia, Pennsylvania
April 13, 2026
To the Stockholders and the Board of Directors of New Fortress Energy Inc.
Opinion on Internal Control Over Financial Repo rting
We have audited New Fortress Energy Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, New Fortress Energy Inc. (the Company) has not maintained effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment. Management has identified pervasive material weaknesses throughout the Company’s internal control processes that involve the control environment, control activities, and information and communication components of the COSO framework, and additional material weaknesses related to: (i) insufficient resources with appropriate knowledge and experience commensurate with the Company’s financial reporting requirements; (ii) controls associated with the communication of non-compliance with the non-financial covenants of its debt instruments; (iii) accounting for income taxes; (iv) the statement of cash flows; and (v) information technology general controls.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, and changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated April 13, 2026, which expressed an unqualified opinion thereon that included an explanatory paragraph regarding the Company’s ability to continue as a going concern.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
April 13, 2026
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