New Fortress Energy Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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.
Mar 31, 2026 · Filed May 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001749723-26-000062
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 246 previous paragraphs and 182 current paragraphs.
74 unchanged; 51 reworded; 56 added; 120 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 11 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 (56)
Current report
Restructuring Support Agreement and Restructuring Transaction
Current report
In response to the Company’s ongoing liquidity challenges, and the events of default under the Company’s indentures and credit agreement, on March 17, 2026, the Company entered into a RSA with the Supporting Creditors, including a majority of the holders of the New 2029 Notes, a majority of the lenders under the Term Loan B Credit Agreement and a majority of the lenders under the Revolving Facility. The RSA provides a framework for a comprehensive restructuring transaction designed to address the Company’s capital structure and restore financial stability. Under the terms of the RSA, the holders of the New 2029 Notes, holders of debt under the R-2 Revolving Credit Facility and the holders of the debt under the Term Loan A Credit Agreement, as applicable, will receive 100% of the common equity interests of NFE Brazil Holdings, the parent company of NFE’s Brazil business expected to be separated in connection with the restructuring. In addition, the Supporting Creditors will receive one or a combination of the following: senior secured term loans, non-recourse term loans secured by the Company’s Fast LNG assets, shares of a new class of NFE’s preferred stock as well as shares of NFE’s Class A common stock, and shares of FLNG 2 preferred stock. Certain lenders have also agreed to provide the Company with incremental funding in exchange for additional term loans or additional letter of credit facility capacity to support ongoing operations and liquidity needs.
Current report
In connection with the Restructuring Transaction, NFE expects to divest its Brazil business, including the Barcarena Facility, Barcarena Power Plant, Santa Catarina Facility, and PortoCem Power Plant. The effectuation of the restructuring will result in a significant reduction of the Company’s outstanding debt and annual interest expense, as the debt facilities currently in default will no longer be outstanding. The Company’s future business will be focused on operational efficiency of its remaining facilities and the cost-effective completion of in-process development projects, with the objective of returning to profitability and generating shareholder value. However, the consummation of the Restructuring Transaction is subject to a number of conditions and approvals, some of which are outside the Company’s control, and there can be no assurance that the transactions will be completed as contemplated. If the restructuring is not successfully implemented, the Company would be required or compelled to pursue alternative in-court restructuring initiatives to preserve value, which would have a material adverse impact on stakeholders and likely result in no recovery to stockholders.
Current report
For further discussion of the RSA, the Restructuring Plans and the Restructuring Transaction, see Note 2 of our condensed consolidated financial statements.
Current report
Our Ships segment currently includes one vessel which is currently chartered under a long-term arrangement to a third party and is part of the Energos Formation Transaction (defined below). Vessels that have been in our Ships segment transitioned to the Terminals and Infrastructure segment once we began to utilize the vessels in our own operations.
Current report
In December 2025, we were awarded a new 7-year gas supply agreement with PREPA to deliver up to 75 TBtu of natural gas annually from our San Juan Facility. The new contract establishes security of supply in San Juan for power plants currently running on natural gas and also provides for incremental natural gas volumes to be delivered, allowing for the conversion of additional gas-ready plants currently burning diesel. We do not expect to have to incur significant capital expenditures to be able to supply these additional locations.
Current report
Upon effectuation of the Restructuring Transaction, we expect to no longer own BrazilCo, including the Santa Catarina Facility.
Current report
FLNG 1
Current report
NFE provides reliable, affordable and clean energy supplies to customers around the world, and we currently satisfy customer demand with production from FLNG 1, which we expect to generate up to 70 TBtus annually. 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. Additional LNG needed to supply expansion of our operations in Puerto Rico and/or our Nicaragua Power Plant will be provided by open market purchases until the commencement of these LNG supply contracts.
Current report
In November 2025, we completed a transaction with Energos, pursuant to which the Company early terminated the long-term charter agreements with Energos for Energos Eskimo, Energos Winter, Energos Igloo and Energos Freeze and novated associated sub-charter agreements for these vessels to Energos, in exchange for cash consideration of $150.0 million. This transaction resulted in the sale of these vessels that were previously accounted for as a failed sale leaseback. The Company no longer recognizes charter revenues and vessel operating expenses associated with these vessels.
Current report
Following the completion of the Restructuring Transaction, we do not plan to incur significant capital expenditures to develop our second 1.4 MTPA Fast LNG unit (“FLNG 2”). We are in active discussions with third parties to co-develop FLNG 2, which is expected to take approximately 24 months to complete from the time our partner is engaged. Estimated cost to complete is uncertain and is dependent upon final design and engineering, but we currently expect the remaining cost to be between $750.0 million and $1,500.0 million.
Current report
Upon effectuation of the Restructuring Transaction, we expect to no longer own BrazilCo, including the Barcarena Facility, Barcarena Power Plant and PortoCem Power Plant.
Current report
Recent Developments
Current report
Restructuring Support Agreement and Restructuring Transaction
Current report
On March 17, 2026, NFE entered into the RSA with the Supporting Creditors. Under the RSA, the Supporting Creditors agree to support the Restructuring Transaction, which involves a comprehensive restructuring of the Company’s principal funded debt obligations. For further discussion on the RSA, the Restructuring Plans and the Restructuring Transaction, see Note 2 of our condensed consolidated financial statements for further discussion.
Current report
The decrease in revenue in the first quarter of 2026 compared to the fourth quarter of 2025 was primarily attributable to lower cargo and power sales recognized during the three months ended March 31, 2026, as well as additional revenue recognized relating to the settlement agreement with our customer during the three months ended December 31, 2025.
Current report
•In December 2025, we entered into a settlement agreement with our customer for $142.0 million, related to the early termination of our contract to provide emergency power services in Puerto Rico, and we recognized revenue of $74.8 million.
Current report
•The Company recognized a $16.4 million decrease in revenues related to vessel charters due to the sale of certain vessels to Energos in the fourth quarter of 2025 and end of third-party charters for certain vessels.
Current report
•These decreases were partially offset by increased volumes delivered to downstream terminal customers from 6.4 TBtu in the fourth quarter of 2025 to 6.9 TBtu in the first quarter of 2026, primarily due to higher volumes offtake at our San Juan Facility. This increase in volumes resulted in a $12.7 million increase in revenue.
Current report
•The decreases were also partially offset by a $20.6 million increase in revenues attributable to our Mexico operations, most of which is related to higher revenue recognized for an estimated capacity fee payment in the first quarter of 2026 compared to the three months ended December 31, 2025.
Current report
•Revenue from cargos sales decreased from $182.7 million to $43.9 million for the three months ended March 31, 2025 and March 31, 2026, respectively.
Current report
•The decrease in revenue was partially offset by an increase of $35.7 million from delivery of power under PPAs from the Barcarena Power Plant during the three months ended March 31, 2026. No such revenue was recognized in the three months ended March 31, 2025.
Current report
Cost of sales decreased by $11.5 million for the three months ended March 31, 2026 compared to the three months ended December 31, 2025, primarily driven by reduced costs of cargo sales. Increased gas costs were largely offset by lower vessel related costs in the first quarter of 2026.
Current report
•In the first quarter of 2026, we incurred $44.5 million of cargo sales costs as compared to $54.3 million for the three months ended December 31, 2025.
Current report
December 31, 2025 to $9.23 per MMBtu for the three months ended March 31, 2026. In addition, the Henry Hub index increased by 42% over the same period.
Current report
•Cargo sales costs incurred during three months ended March 31, 2026 were $44.5 million compared to $103.8 million during the three months ended March 31, 2025, consistent with the level of cargo sales during the corresponding periods.
Current report
•We delivered 50% lower volumes to our customers during the first quarter of 2026 compared to the first quarter of 2025, driven mostly by the sale of our Jamaica business in May 2025, resulting in a $52.6 million decrease in cost of sales.
Current report
•Vessel costs decreased by $32.8 million, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, due to the reduced number of vessels chartered in our fleet. The decrease reflects the assignment of vessels related to the Jamaica business that we sold in May 2025, and charter expirations or terminations during 2025 and the first quarter of 2026.
Current report
The vessel operating expenses were not material to our results of operations for the periods presented.
Current report
Operations and maintenance remained relatively consistent between the three months ended March 31, 2026 and the three months ended December 31, 2025, increasing by $0.6 million.
Current report
Operations and maintenance expenses decreased by $6.7 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily attributable to the lower operating and maintenance costs resulting from the sale of our Jamaica business in May 2025. This decrease was partially offset by higher planned maintenance at our San Juan Facility during the three months ended March 31, 2026.
Current report
Total revenue for the Ships segment decreased $9.4 million for the three months ended March 31, 2026 as compared to thethree months ended December 31, 2025, and decreased $31.3 million compared to the three months ended March 31, 2025. These decreases were primarily attributable to a transaction with Energos, pursuant to which we early terminated the long-term charter agreements with Energos for certain vessels, including Energos Eskimo and Energos Igloo, which were included in the Ships segment during 2025. This transaction resulted in a sale of Energos Eskimo and Energos Igloo to Energos and a reduction in charter revenue for the three months ended March 31, 2026 compared to the three months ended December 31, 2025 and March 31, 2025.
Current report
Vessel operating expenses were$3.4 million and$7.2 millionfor the three months ended December 31, 2025 and March 31, 2025, respectively. We did not incur any vessel operating expenses for thethree months ended March 31, 2026 related to the vessel Nusantara Regas Satu, as such costs are borne by the third-party charterer.
Current report
Selling, general and administrative decreased by$65.1 million for the three months ended March 31, 2026, compared to the three months ended December 31, 2025. We recorded$45.6 million ofcontingent losses related to certain legal proceedings during the three months ended December 31, 2025. There were no significant incremental contingent losses recorded during the three months ended March 31, 2026. In addition, screening costs for development projects, and payroll and bonus expenses decreased by $14.8 million during the first quarter of 2026.
Current report
We incurred transaction and integration costs of$53.3 million and$54.8 million during the three months ended March 31, 2026 and December 31, 2025, respectively. These costs were primarily comprised of professional and consulting fees related to our debt restructuring process.
Current report
Depreciation and amortization decreased by$3.9 million for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025. The decrease was primarily attributable to the sale of certain vessels to Energos in November 2025.
Current report
During the three months ended March 31, 2026, the owner of a vessel under an operating lease repossessed the vessel after the Company failed to make certain lease payments. As the Company no longer has control of the leased asset, the Company recognized an impairment charge on the right-of-use asset of $60.6 million.
Current report
During the three months ended December 31, 2025, as part of the Company’s ongoing discussions with creditors, the Company has determined that it was not probable that it would pursue the development of certain Fast LNG projects and the ZeroParks hydrogen project and recognized impairment charges of$733.0 million to reduce the carrying values of the asset groups to their estimated fair value.
Current report
There was no material asset impairment expense during the three months ended March 31, 2025.
Current report
The Company had no significant asset sales during the first quarter of 2026. For the three months ended December 31, 2025, the Company recorded a gain of $199.9 million. In November 2025, we completed a transaction with Energos, pursuant to which the Company early terminated the long-term charter agreements with Energos for certain vessels and novated associated sub-charter agreements for these vessels to Energos, in exchange for cash considerations of $150.0 million. The Company recognized a gain of $217.1 million from the transaction, which was partially offset by a $17.2 million adjustment to the gain on sale of the Jamaica business.
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Removed paragraphs (120)
Previous report
•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 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).
Previous 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 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 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.
Previous report
•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 report
•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 report
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.
Previous report
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 report
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 report
Our Ships segment includes certain vessels which are currently chartered under long-term arrangements to third parties and are part of the Energos Formation Transaction (defined below). Over time, we expect to utilize these vessels in our own terminal operations as charter agreements for these vessels expire, and these vessels are expected to be included in our Terminals and Infrastructure segment at such time.
Previous report
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 report
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.
Previous report
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 report
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 report
We are pursuing a $659 million request for equitable adjustment related to the early termination of our contract to provide emergency power services. The actual amount of any such adjustment and the timing of any related payments may be materially different than management’s current estimate. As a result, the Company cannot offer any assurance as to the actual amount that may be recovered pursuant to such request or subsequent claim, if any.
Previous report
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)
Previous report
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 report
We are currently developing multiple modular liquefaction facilities to provide a source of low-cost supply of LNG to customers around the world. We have designed and are constructing liquefaction facilities for our growing customer base that we believe are both faster and more economical to construct than many traditional liquefaction solutions. Our “Fast LNG,” or “FLNG,” design pairs advancements in modular, midsize liquefaction technology with jack up rigs, semi-submersible rigs or similar marine floating infrastructure to enable a lower cost and faster deployment schedule than other greenfield alternatives. Semi-permanently moored FSUs will provide LNG storage alongside the floating liquefaction infrastructure, which can be deployed anywhere there is abundant and stranded natural gas. As noted below, we are also in discussions with CFE to utilize our FLNG design in an onshore application.
Previous report
Fast LNG is anchored by key benefits over conventional liquefaction projects. In particular, we believe installing modular equipment in a shipyard will meaningfully expedite timelines. In addition, placing solutions offshore provides greater access to natural gas and optimized marine logistics.
Previous report
We describe our operational and planned FLNG projects below.
Previous report
Altamira
Previous report
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 report
Louisiana
Previous report
In addition, we are considering a plan to install up to two FLNG units approximately 16 nautical miles off the southeast coast of Grand Isle, Louisiana. We have filed applications with the U.S. Maritime Administration ("MARAD") and the U.S. Coast Guard to obtain our deepwater port license application for this facility. The facility will be capable of exporting up to approximately 145 billion cubic feet of natural gas per year, equivalent to approximately 2.8 MTPA of LNG.
Previous report
ZeroParks
Previous report
In 2020, we formed our Zero division to develop and operate facilities that produce clean hydrogen in an environmentally sustainable manner, and to invest in emerging technologies that enable the production of clean hydrogen to be more efficient and scalable. Our business plan is to build a portfolio of clean hydrogen production sites, each referred to as a ZeroPark, in key regions throughout the United States, utilizing the most efficient and reliable electrolyzer technologies.
Previous report
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 report
Klondike
Previous report
In 2024, we launched Klondike, a power and data center development business dedicated to working with hyperscale customers to build and operate data centers. This venture comes in response to a significant need for turnkey digital infrastructure to support the next stage of explosive growth in artificial intelligence.
Previous report
Klondike will develop independent power sources that utilize and provide behind-the-meter on-site power. This innovative approach is designed to address all major constraints of digital infrastructure development, providing grid stability, significant transmission capacity, power reliability, energy cost savings, and scalability. This approach not only reduces the demand for power from the grid but also contributes power back to it.
Previous report
Klondike plans to develop a geographically diverse portfolio of data center sites to satisfy the requirements of hyperscale users. Klondike has more than 1,000 acres of developable land across sites in Brazil, Ireland, and the United States that it either owns or leases. These locations have, or will have, large existing power plants or permits in process to build several gigawatts of power, connectivity to fiber networks, access to transmission and water.
Previous 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.
Previous report
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 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.
Previous report
The increase above was offset by a decrease in our terminal revenue due to the following:
Previous report
•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 report
•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 report
•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 report
•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 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.
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Reworded paragraphs (51)
Previous wording
You should read “Risk Factors” and “Cautionary Statement on Forward-Looking Statements” elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and under similar headings in the Annual Report on Form 10-K for the year ended December 31, 2024 (our “Annual Report”) for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Current wording
You should read “Part 1, Item 1A. Risk Factors” and “Cautionary Statement on Forward-Looking Statements”elsewhere in this Quarterly Report on Form 10-Q (“Quarterly Report”) and under similar headings in the Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”) for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Previous wording
As part of preparing the condensed consolidated financial statements included in this Quarterly Report, we have evaluated whether conditions exist that give rise to substantial doubt as to the ability of the Company to continue as a going concern, considering the following:
Current wording
As part of preparing the financial statements included in this Quarterly Report, we have evaluated whether conditions exist that give rise to substantial doubt as to our ability to continue as a going concern. Due to the events of default under our debt agreements detailed below, management has concluded that there is substantial doubt as to our ability to continue as a going concern. On March 17, 2026, we entered into the RSA with certain lenders and noteholders under each of these facilities, and upon completion of the transactions contemplated in this agreement, we expect to have a new capital structure and the current debt facilities in default will no longer be outstanding. Existing and potential events of default include missed interest payments under the New 2029 Notes, Term Loan B Credit Agreement, Term Loan A Credit Agreement, 2026 Notes, 2029 Notes and Revolving Credit Agreement and other Specified Defaults (as defined in the RSA), as described in the RSA, which are subject to forbearance in accordance with the RSA.
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.
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. Collectively, our assets and operations reinforce global energy security, enable economic growth, enhance environmental stewardship and transform local industries and communities around the world.
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 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. Our first floating liquefaction unit, which we refer to as “FLNG 1”, began producing LNG in July 2024, and we source a significant portion of our LNG needs from this facility. Currently, demand for LNG above FLNG 1’s capacity is acquired from third-party suppliers in open market purchases. Starting in 2027, we expect to meet this demand under long-term supply contracts, which are based on an index such as Henry Hub plus a fixed fee component. 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 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.
Current wording
We continue to provide operation and maintenance services for PREPA’s thermal generation assets through our wholly-owned subsidiary, Genera PR LLC ("Genera"), 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. 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.
Current wording
In 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 135 MW of power. We placed the La Paz Power Plant into service in the third quarter of 2023.
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. 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. In March 2026, the Company entered into a term sheet to lease its Santa Catarina Facility to a third party that is expected to commence in August 2026.
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 São Paulo, within the city limits of Lins. We expect to participate in the power auctions anticipated to occur in 2026 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 2.05 GW located in the State of São Paulo, within the city limits of Lins. The Santa Catarina Facility will supply natural gas to the Lins power project, and is expected to commence operations in 2031.
Previous wording
Our first Fast LNG unit has been deployed off the coast of Altamira, Tamaulipas, Mexico, and was placed into service in the fourth quarter of 2024. The 1.4 million ton per annum (“MTPA”) FLNG unit utilizes CFE’s firm pipeline transportation capacity on the Sur de Texas-Tuxpan Pipeline to receive feedgas volumes. This first FLNG unit has been fully commissioned, and we are in the process of increasing available liquefaction capacity through optimization projects.
Current wording
Our first Fast LNG unit (“FLNG 1”) has been deployed off the coast of Altamira, Tamaulipas, Mexico. The 1.4 million ton per annum (“MTPA”) FLNG unit utilizes CFE’s firm pipeline transportation capacity on the Sur de Texas-Tuxpan Pipeline to receive feedgas volumes. This first FLNG unit has been fully commissioned, and we are in the process of increasing available liquefaction capacity through optimization projects.
Previous wording
Geopolitical events have substantially impacted and may continue to impact the natural gas and LNG markets, which have experienced significant volatility in recent years. The majority of our LNG supply contracts are based on a natural gas-based index, Henry Hub, plus a contractual spread. We limit our exposure to fluctuations in natural gas prices as our pricing in contracts with customers is largely based on the Henry Hub index price plus a fixed fee component. Additionally, with our own Fast LNG production, we plan to further mitigate our exposure to variability in LNG prices, and our long-term strategy is to sell substantially all cargos produced to customers on a long-term, take-or-pay basis through our downstream terminals.
Current wording
Geopolitical events have substantially impacted and may continue to impact the natural gas and LNG markets, which have experienced significant volatility in recent years. Our pricing in contracts with customers is largely based on the Henry Hub index price plus a fixed fee component. Pricing for feed gas purchased for own Fast LNG production is based on Henry Hub, which allows us to mitigate exposure to variability in LNG prices. Our long-term supply contracts also contain pricing based on Henry Hub, however, until the commencement of these long-term supply contracts, a portion of our LNG needs will be purchased on the open market which exposes us to volatility in LNG pricing.
Previous wording
Our shipping assets include Floating Storage and Regasification Units ("FSRUs"), Floating Storage Units ("FSUs") and LNG carriers ("LNGCs"). Our shipping assets are included in both of our operating segments. Certain vessels are currently chartered to third parties under long-term arrangements and are part of the Energos Formation Transaction (defined below); such vessels are included in our Ships segment. At the expiration of third party charters of these vessels, we plan to utilize these vessels for our own operational purposes. Vessels we operate at our terminal operations or that we decide to sub-charter are included in our Terminals and Infrastructure segment.
Current wording
Our shipping assets include Floating Storage and Regasification Units (“FSRUs”), Floating Storage Units (“FSUs”) and LNG carriers (“LNGCs”). Our shipping assets are included in both of our operating segments. One vessel is currently chartered to a third party under a long-term arrangement which was part of the Energos Formation Transaction (defined below); and is included in our Ships segment. Vessels we operate at our terminal operations or that we decide to sub-charter are included in our Terminals and Infrastructure segment.
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 (“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.
Current wording
Our projects currently under development include our development of a second modular liquefaction facility 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”); and our LNG terminal and power plant in Ireland (“Ireland Facility”). Subsequent to the Restructuring Transaction, we will focus on operational efficiency of our current facilities and cost-effective completion of in-process development projects.
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
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. We have substantially completed our Barcarena Facility and are in process of final commissioning.
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 and reach commercial operation in 2025.
Current wording
The Barcarena Facility will also supply our new 630 MW 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 place the Barcarena Power Plant into service in the second quarter of 2026.
Previous wording
In March 2024, we closed the acquisition of PortoCem Geração de Energia S.A. ("PortoCem"), a wholly-owned subsidiary of Ceiba Fundo de Investimento em Participações Multiestratégia- Investimento no Exterior ("Ceiba Energy"). PortoCem isthe owner of a 15-year 1.6GW capacity reserve contract in Brazil. We have transferred the 1.6 GW capacity reserve contract to a site owned by NFE that is adjacent to the Barcarena Facility, where NFE is building the 1.6 GW simple cycle, natural gas-fired power plant ("PortoCem Power Plant") to supply the capacity reserve contract using gas from the Barcarena Facility. We expect the PortoCem Power Plant to be completed in 2026.
Current wording
In March 2024, we closed the acquisition of PortoCem Geração de Energia S.A. (“PortoCem”), a wholly-owned subsidiary of Ceiba Fundo de Investimento em Participações Multiestratégia- Investimento no Exterior (“Ceiba Energy”). PortoCem isthe owner of a 15-year 1.6 GW capacity reserve contract in Brazil. We have transferred the 1.6 GW capacity reserve contract to a site owned by NFE that is adjacent to the Barcarena Facility, where NFE is building the 1.6 GW simple cycle, natural gas-fired power plant (“PortoCem Power Plant”) to supply the capacity reserve contract using gas from the Barcarena Facility. We expect the PortoCem Power Plant to be completed in 2026.
Previous wording
We are developing a liquefied natural gas receiving, transloading and regasification facility in Puerto Sandino, Nicaragua, as well as a pipeline connecting the facility with our Puerto Sandino Power Plant. We have entered into a 25-year PPA with Nicaragua’s electricity distribution companies, and we expect to utilize approximately 57,000 MMBtu from LNG per day to provide natural gas to the Puerto Sandino Power Plant in connection with the 25-year power purchase agreement. Construction of the terminal and power plant is substantially complete; however, we will determine timing of final commissioning and commencement under our PPA based on the most optimal use of our LNG supply chain. As part of our long-term strategy, we are also evaluating solutions to optimize power generation and delivery to other markets, connected to our power plant through a regional transmission line.
Current wording
We are developing an offshore liquefied natural gas receiving, transloading and regasification facility in Puerto Sandino, Nicaragua, as well as a pipeline connecting the facility with our Puerto Sandino Power Plant. We have entered into a 25-year PPA with Nicaragua’s electricity distribution companies, and we expect to utilize approximately 57,000 MMBtu from LNG per day to provide natural gas to the Puerto Sandino Power Plant in connection with the 25-year power purchase agreement. Construction of the power plant is substantially complete, and we expect to complete the construction of the terminal and commission both the terminal and the power plant during first half of 2027. As part of our long-term strategy, we are also evaluating solutions to optimize power generation and delivery to other markets, connected to our power plant through a regional transmission line.
Previous wording
We intend to develop and operate an LNG facility and power plant on the Shannon Estuary, near Tarbert, Ireland. In April 2023, we were awarded a capacity contract for the development of a power plant for approximately 353 MW of electricity generation with a duration of ten years as part of the auction process operated by Ireland’s Transmission System Operator. The power plant is required to be operational by October 2028.
Current wording
We intend to develop and operate an LNG facility and power plant on the Shannon Estuary, near Tarbert, Ireland. In April 2023, we were awarded a capacity contract for the development of a power plant for approximately 353 MW of electricity generation with a duration of ten years as part of the auction process operated by Ireland’s Transmission System Operator.
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, ABP 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 decision of the High Court of Ireland. ABP is now reconsidering our planning application in accordance with Irish Law.
Previous wording
On June 18, 2020, we received an order from the Federal Energy Regulatory Commission ("FERC"), which askedus to explain why our San Juan Facility is not subject to FERC’s jurisdiction under section 3 of the NGA. Because we do not believe that the San Juan Facility is jurisdictional, we provided our reply to FERC on July 20, 2020 and requested that FERC act expeditiously. On March 19, 2021, FERC issued an order that the San Juan Facility does fall under FERC jurisdiction. FERC directed us to file an application for authorization to operate the San Juan Facility within 180 days of the order, which was September 15, 2021, but also found that allowing operation of the San Juan Facility to continue during the pendency of an application is in the public interest. FERC also concluded that no enforcement action against us is warranted, presuming we comply with the requirements of the order. Parties to the proceeding, including the Company, sought rehearing of the March 19, 2021 FERC order, and FERC denied all requests for rehearing in an order issued on July 15, 2021; the FERC order was affirmed by the United States Court of Appeals for the District of Columbia Circuit on June 14, 2022. Inorder to comply with the FERC’s directive, on September 15, 2021, we filed an application for authorization to operate the San Juan Facility, which remains pending.
Current wording
On June 18, 2020, we received an order from the Federal Energy Regulatory Commission ("FERC"), which askedus to explain why our San Juan Facility is not subject to FERC’s jurisdiction under section 3 of the NGA. Because we do not believe that the San Juan Facility is jurisdictional, we provided our reply to FERC on July 20, 2020 and requested that FERC act expeditiously. On March 19, 2021, FERC issued an order that the San Juan Facility does fall under FERC jurisdiction. FERC directed us to file an application for authorization to operate the San Juan Facility within 180 days of the order, which was September 15, 2021, but also found that allowing operation of the San Juan Facility to continue during the pendency of an application is in the public interest. FERC also concluded that no enforcement action against us is warranted, presuming we comply with the requirements of the order. Parties to the proceeding, including the Company, sought rehearing of the March 19, 2021 FERC order, and FERC denied all requests for rehearing in an order issued on July 15, 2021; the FERC order was affirmed by the United States Court of Appeals for the District of Columbia Circuit ("D.C. Circuit") on June 14, 2022. Inorder to comply with the FERC’s directive, on September 15, 2021, we filed an application for authorization to operate the San Juan Facility, which remains pending.
Previous wording
On July 18, 2023, we filed for an amendment to the March 19, 2021 and July 15, 2021 FERC orders allowing the continued operation of the San Juan Facility during the pendency of the formal application to allow us to construct and interconnect 220 feet of incremental 10-inch pipeline needed to supply natural gas for temporary power generation solicited through the Puerto Rico Power Stabilization Task Force. On July 31, 2023, FERC issued an order stating that it would not take action to prevent the construction and operation of the pipeline and interconnect and on January 30, 2024, FERC reaffirmed the order allowing the construction and operation to continue.
Current wording
On July 18, 2023, we filed for an amendment to the March 19, 2021 and July 15, 2021 FERC orders allowing the continued operation of the San Juan Facility during the pendency of the formal application to allow us to construct and interconnect 220 feet of incremental 10-inch pipeline needed to supply natural gas for temporary power generation solicited through the Puerto Rico Power Stabilization Task Force. On July 31, 2023, FERC issued an order stating that it would not take action to prevent the construction and operation of the pipeline and interconnect and on January 30, 2024, FERC reaffirmed the order allowing the construction and operation to continue. On September 19, 2025, the D.C. Circuit denied a petition challenging this FERC order, holding that the order reflected an unreviewable exercise of enforcement discretion rather than a de facto authorization for construction or operation. The deadline to seek a writ of certiorari from that decision has expired.
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 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 ("LOR") 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 LOR 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. On January 12, 2026, the Acting Captain of the Port of San Juan for the USCG issued a LOR in response to NFE’s filings. The LOR determined that the Port of San Juan waterway is suitable for the transit and docking of larger LNG Carriers.
Previous 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
Current wording
Results of Operations – Three Months Ended March 31, 2026 compared to Three Months Ended December 31, 2025 and Three Months Ended March 31, 2025
Previous 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:
Current wording
The tables below present our segment information for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025:
Previous 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.
Current wording
Total revenue for the Terminals and Infrastructure Segment decreased by $159.4 million for the three months ended March 31, 2026 compared to the three months ended December 31, 2025, and decreased by $214.0 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Previous wording
•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 wording
•We are required to deliver power under power purchase agreements (“PPAs”) 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. During the first quarter of 2026, PPAs with certain local distribution companies were suspended. As a result, the Company was required to procure and deliver less power, resulting in decreased revenue from $109.7 million in the fourth quarter of 2025 to $35.7 million in the first quarter of 2026.
Previous 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.
Current wording
•We recognized $43.9 million of revenue from cargos sales for the three months ended March 31, 2026 compared to $69.4 million for the three months ended December 31, 2025.
Previous 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.
Current wording
•The average Henry Hub index pricing used to invoice our downstream customers increased by 42% for the three months ended March 31, 2026 as compared to the three months ended December 31, 2025.
Previous 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.
Current wording
The decrease in revenue in the first quarter of 2026 compared to the first quarter of 2025 was primarily attributable to the sale of our Jamaica business and lower cargo sales. The decrease was partially offset by higher revenues related to the delivery of power under PPAs from the Barcarena Power Plant.
Previous 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.
Current wording
•For the three months ended March 31, 2026, volumes delivered to downstream customers were 6.9 TBtu compared to 13.8 TBtu for the three months ended March 31, 2025 due to the sale of our Jamaica business, resulting in $94.1 million lower revenues.
Previous 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.
Current wording
•The average Henry Hub index pricing used to invoice our downstream customers increased by 38% for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
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. 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.
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 Fast LNG unit. 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
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.
Current wording
•We delivered 8% higher volumes to our customers in the first quarter of 2026 compared to the last quarter of 2025. The weighted average cost of gas purchased increased from $8.58 per MMBtu for the three months ended
Previous 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:
Current wording
Cost of sales decreased by $102.7 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, which was attributable to the following:
Previous wording
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 wording
•The decrease in cost of sales was partially offset by an increase in cost of sales of $43.6 million related to the delivery of power under the PPAs from the Barcarena Power Plant. No such costs were incurred during the three months ended March 31, 2025.
Previous wording
The weighted-average cost of our LNG inventory balance to be used in our operations as of September 30, 2025 and December 31, 2024 was $10.01 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 March 31, 2026 and December 31, 2025 was $8.38 per MMBtu and $8.35 per MMBtu, respectively.
Previous wording
Revenue in the Ships segment is comprised of operating lease revenue under time charters, fees for positioning and repositioning vessels as well as the reimbursement of certain vessel operating costs. As of September 30, 2025, two vessels included in the Energos Formation Transaction were leased to customers under long-term arrangements and are included in this segment.
Current wording
Revenue in the Ships segment is comprised of operating lease revenue under time charters, fees for positioning and repositioning vessels as well as the reimbursement of certain vessel operating costs. As of March 31, 2026, one vessel included in the Energos Formation Transaction was under a third-party charter and is included in this segment.
Previous wording
Selling, general and administrative decreased by $21.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 primarily due to lower share-based compensation expense and screening costs for our development projects. Due to forfeitures during the first three quarters of 2025, we recognized a reversal of previously recorded share-based compensation expense which significantly lowered the expense for the period.
Current wording
Selling, general and administrative decreased by$4.3 million for three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily driven by an$11.5 million reduction inscreening costs for development projects, partially offset by higher legal and professional fees and share-based compensation expense. The share-based compensation expense was lower in the first quarter of 2025 due to the reversal of previously recorded expense related to forfeitures during that period.
Previous wording
We incurred $107.0 million of transaction and integration costs during the nine months ended September 30, 2025. In addition to costs incurred in the current quarter, we incurred$71.1 million of transaction costs directly attributable to the sale of the Jamaica Business, 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 in connection with amendments to credit agreements.
Current wording
The transaction and integration costs of$11.9 million during the three months ended March 31, 2025 primarily related to legal fees and other third-party costs incurred in connection with amendments to certain credit agreements. In addition, during the first quarter of 2025, we incurred $3.9 million of legal fees related to the sale of our Jamaica business.
Previous wording
Depreciation and amortization decreased by $2.4 million for the three months ended September 30, 2025 as compared to the three months ended June 30, 2025. Depreciation and amortization expense increased by $33.1 million for the nine months ended September 30, 2025 as compared to the nine months ended September 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 our Jamaica Business in May 2025.
Current wording
Depreciation and amortization expense decreased by$15.2 million for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The decrease in depreciation expense resulted from the sale of our Jamaica business in May 2025, and sale of certain vessels to Energos in November 2025.
Previous wording
Other (income) expense, net was $(29.0) million and $(56.3) million for the three months ended September 30, 2025 and June 30, 2025, respectively. Other (income) expense, net was $(149.2) million and $60.6 million for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Other (income) expense, net was $(43.2) million, $5.9 million and $(63.9) million for the three months ended March 31, 2026, December 31, 2025 and March 31, 2025, respectively.
Showing the first 40 of 51 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Cash (used in) / provided by operating activities