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New Fortress Energy Inc. - Quarter Report: 2025 March (Form 10-Q)


   $  $ $ $ $ $ $ Deferred taxes()()Loss on asset sales  (Earnings) recognized from vessels chartered to third parties transferred to Energos()()Loss on the disposal of equity method investment  Other() Changes in operating assets and liabilities:(Increase) in receivables()()Decrease (increase) in inventories ()(Increase) in other assets()()Decrease in right-of-use assets  Increase in accounts payable/accrued liabilities  (Decrease) in amounts due to affiliates()()(Decrease) in lease liabilities()()Increase (decrease) in other liabilities ()Net cash (used in) provided by operating activities() Cash flows from investing activitiesCapital expenditures()()Sale of equity method investment  Asset sales  Other investing activities ()Net cash used in investing activities()()Cash flows from financing activitiesProceeds from borrowings of debt  Payment of deferred financing costs()()Repayment of debt()()Payment of dividends()()Other financing activities()()Net cash provided by financing activities  Impact of changes in foreign exchange rates on cash and cash equivalents ()Net (decrease) increase in cash, cash equivalents and restricted cash() Cash, cash equivalents and restricted cash – beginning of period  Cash, cash equivalents and restricted cash – end of period$ $ Supplemental disclosure of non-cash investing and financing activities:Changes in accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions$()$()Accounts payable and accrued liabilities associated with construction in progress and property, plant and equipment additions
  Principal payments on financing obligation to Energos by third party charters()()Class A convertible preferred stock issued and debt assumed in the PortoCem Acquisition ()
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The following table identifies the balance sheet line-items included in Cash and cash equivalents and Restricted cash presented in the Condensed Consolidated Statements of Cash Flows:
Three Months Ended March 31,
20252024
Cash and cash equivalents$ $ 
Restricted cash  
Cash and cash equivalents and restricted cash classified as held for sale (Note 4)  
Cash, cash equivalents and restricted cash – end of period$ $ 























The accompanying notes are an integral part of these condensed consolidated financial statements.
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operating segments, Terminals and Infrastructure and Ships. The business and reportable segment information reflect how the Chief Operating Decision Maker (“CODM”) regularly reviews and manages the business. The Company's CODM is its Chief Executive Officer.
. Additionally, the Company continues to evaluate asset sales, capital raising, debt amendments and refinancing transactions, and other strategic transactions that seek to optimize the value of the Company’s portfolio while providing additional liquidity and cash flow to the Company. There are inherent uncertainties, as the occurrence of the events and transactions described above are outside management’s control and therefore there are no assurances that these events and transactions will occur. Furthermore, there are inherent risks with the Company’s ability to continue to implement plans in future periods that will support its liquidity position. There can be no assurances that these transactions will sufficiently improve the Company's liquidity needs or that the Company will otherwise realize the anticipated benefits.
In addition, management has also approved a plan to support its liquidity position by: (i) delaying certain discretionary payments, including planned capital expenditures and dividends, that are within management’s control, and (ii) continuously renewing the LNG cargo financing facility over the succeeding . Notwithstanding these plans, management's concluded that there continues to be substantial doubt as to the Company's ability to continue as a going concern.
Additionally, the Company's 2026 Notes mature on September 30, 2026. If more than $ of the 2026 Notes remain outstanding days prior to the maturity date (the "Springing Maturity Date"), the outstanding principal of $ under the New 2029 Notes becomes due. If any of the 2026 Notes remain outstanding days prior to the Springing Maturity Date, the outstanding balance under the Revolving Facility, which was $ as of March 31, 2025, become
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. Neither the principal outstanding on the 2026 Notes nor any amounts due at the Springing Maturity Date have been included in the Company’s going concern analysis, as these amounts are not due within one year from the issuance of these financial statements, discussed above.
The consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions, impacting the reported amounts of assets and liabilities, net earnings and disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements. Actual results could be different from these estimates.
, subject to certain purchase price adjustments. On May 14, 2025, the Company completed the sale of the Jamaica Business and received net proceeds of
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, with an additional $ proceeds held in escrow and to be returned to the Company on the release dates as stated in the EAPA.
As of March 31, 2025, the assets and liabilities of the Jamaica Business were classified as held for sale and the carrying value was less than the estimated fair value less cost to sell and, thus, no adjustment to the carrying value of the disposal group was necessary. Upon classification of the Jamaica Business as held for sale, the Company ceased recording depreciation and amortization expense for long-lived assets of the disposal group. The divestiture did not meet the criteria to be reported as discontinued operations as it did not represent a strategic shift for the Company. The Company continued to report the operating results for the Jamaica Business in the Company’s Condensed Consolidated Statement of Operations in the Terminals and Infrastructure segment.
 Restricted cash Receivables, net of allowances Inventory Prepaid expenses and other current assets, net Total current assets Non-current:Construction in progress Property, plant and equipment, net Right-of-use assets Intangible assets, net Goodwill Deferred tax assets, net Other non-current assets, net Total non-current assets$ Total assets held for sale$ Liabilities held for saleCurrent:Accounts payable$ Accrued liabilities Current lease liabilities Other current liabilities Total current liabilities Non-current:Non-current lease liabilities Deferred tax liabilities, net Other long-term liabilities Total non-current liabilities$ Total liabilities held for sale$ 
The following is a summary of the income from continuing operations before taxes for the operations of the Jamaica Business:

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 $ 
Equipment sale
In March 2024, the Company completed a series of transactions that included the sale of turbines and related equipment to the Puerto Rico Electric Power Authority ("PREPA") under an Asset Purchase Agreement ("APA"). The book value of the turbines and equipment at the time of sale was $, and the Company recognized a loss of $ during the three months ended March 31, 2024 in Loss on sale of assets, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
The Company's contract to provide emergency power services to support the grid stabilization project was also terminated as part of the sale transaction. All unrecognized contract liabilities and cost to fulfil at the time of termination were recognized in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (See Note 5). The Company believes that there are remedies available under the customer contract, and is currently in pursuit of these remedies. As the result of this process is uncertain, any transaction price associated with closing this contract has been fully constrained. The Company was awarded a gas sale agreement with PREPA under which the Company is continuing to provide gas supply to the sold turbines. In March 2025, the agreement was amended to extend the term by days to end in June 2025.
, most of which was delivered from the Company's first FLNG asset. The Company did t complete any cargo sales in the first quarter of 2024, and all volumes sold were delivered through the Company's terminals. $ Operation and maintenance revenue  Total other revenue$ $ 
Operation and maintenance revenue is recognized by the Company's subsidiary, Genera PR LLC ("Genera"), under its contract for the operation and maintenance of PREPA's thermal generation assets. Under this agreement, Genera is paid a fixed annual fee and reimbursed for pass-through expenses, including payroll expenses of Genera employees. Amounts recognized in the three months ended March 31, 2025 include fixed fees and reimbursement of pass-through expenditures, and all variable consideration was fully constrained as of March 31, 2025.

Under most customer contracts, invoicing occurs once the Company’s performance obligations have been satisfied, at which point payment is unconditional. As of March 31, 2025 and December 31, 2024, receivables related to revenue from contracts with customers totaled $ and $, respectively, and were included in Receivables, net on the Condensed Consolidated Balance Sheets, net of current expected credit losses of $ and $, respectively. The Jamaica Business had Receivables, net of allowances, of $ as of March 31, 2025, and this balance has been included in Assets held for sale within the Condensed Consolidated Balance Sheets. Other items included in Receivables, net not related to revenue from contracts with customers represent leases, which are accounted for outside the scope of ASC 606.
Contract assets include unbilled amounts resulting from contracts with variable considerations, in which the performance obligation is satisfied and revenue is recognized. The Company has recognized contract liabilities, comprised of unconditional payments due or paid under the contracts with customers prior to the Company’s satisfaction of the related
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 $ Contract assets, net - non-current  Total contract assets, net$ $ Contract liabilities, net - current$ $ Contract liabilities, net - non-current  Total contract liabilities, net$ $ Revenue recognized in the year from:Amounts included in contract liabilities at the beginning of the year$ $ 
Contract assets associated with the Jamaica Business of $ have been reclassified to held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2025. Contract assets are presented net of expected credit losses of $ and $ as of March 31, 2025 and December 31, 2024, respectively.
Contract liabilities associated with the Jamaica Business of $ have been reclassified to held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2025.
The Company has recognized costs to fulfill contracts with customers, which primarily consist of expenses required to enhance resources to deliver under agreements with these customers. These costs can include set-up and mobilization costs incurred ahead of the service period, and such costs will be recognized on a straight-line basis over the expected terms of the agreement. As of March 31, 2025, the Company has capitalized $ of which $ of these costs is presented within Prepaid expenses and other current assets, net and $ is presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets. The Jamaica Business had historically incurred cost to fulfill, and as of March 31, 2025, $ of cost to fulfill is included in Assets held for sale within the Condensed Consolidated Balance Sheets. As of December 31, 2024, the Company had capitalized $, of which $ of these costs was presented within Prepaid expenses and other current assets, net and $ was presented within Other non-current assets, net on the Condensed Consolidated Balance Sheets.
Transaction price allocated to remaining performance obligations
Some of the Company’s contracts are short-term in nature with a contract term of less than a year. The Company applied the optional exemption not to report any unfulfilled performance obligations related to these contracts.
The Company has arrangements in which LNG, natural gas or outputs from the Company’s power generation facilities are sold on a “take-or-pay” basis whereby the customer is obligated to pay for the minimum guaranteed volumes even if it does not take delivery. The price under these agreements is typically based on a market index plus a fixed margin. The fixed transaction price allocated to the remaining performance obligations under these arrangements represents the fixed margin multiplied by the outstanding minimum guaranteed volumes. The Company expects to recognize this revenue over the following time periods. The pattern of recognition, which includes revenues associated with the Company's operations in
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 2026 2027 2028 2029 Thereafter Total$ 
For all other sales contracts that have a term exceeding one year, the Company has elected the practical expedient in ASC 606. Under this expedient, the Company does not disclose the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. For these excluded contracts, the sources of variability are (a) the market index prices of natural gas used to price the contracts, and (b) the variation in volumes that may be delivered to the customer. Both sources of variability are expected to be resolved at or shortly before delivery of each unit of LNG, natural gas, power or steam. As each unit of LNG, natural gas, power or steam represents a separate performance obligation, future volumes are wholly unsatisfied.
Lessor arrangements
In August 2022, the Company completed a transaction with an affiliate of Apollo Global Management, Inc., pursuant to which the Company transferred ownership of vessels to Energos Infrastructure ("Energos") in exchange for approximately $ billion in cash and a % equity interest in Energos (the “Energos Formation Transaction”). The Company's equity investment provided certain rights, including representation on the Energos board of directors, that gave the Company significant influence over the operations of Energos, and as such, the investment was accounted for under the equity method. Energos was also an affiliate, and all transactions with Energos were transactions with an affiliate. In February 2024, the Company sold substantially all of its stake in Energos.
Vessels that are chartered to customers under operating leases are recognized within Vessels in Note 12.
 $ Accumulated depreciation()()Property, plant and equipment, net$ $ 
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and $ from third-party charters of vessels included in the Energos Formation Transaction.
Operating lease income$ $ 
Variable lease income  
Total operating lease income$ $ 
 $ 
Finance right-of-use-assets (1)
  Total right-of-use assets$ $ Current lease liabilities:Operating lease liabilities$ $ Finance lease liabilities  Total current lease liabilities$ $ Non-current lease liabilities:Operating lease liabilities$ $ Finance lease liabilities  Total non-current lease liabilities$ $ 
(1) Finance lease ROU assets are recorded net of accumulated amortization of $ and $ as of March 31, 2025 and December 31, 2024.
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, current lease liabilities of $, and non-current lease liabilities of $ associated with the Jamaica Business have been reclassified to held for sale on the Condensed Consolidated Balance Sheets as of March 31, 2025 (Note 4). $ Variable lease cost  Short-term lease cost  Lease cost - Cost of sales$ $ Lease cost - Operations and maintenance  Lease cost - Selling, general and administrative  
For the three months ended March 31, 2025 and 2024, the Company has capitalized $ and $ of lease costs, respectively. Capitalized costs include vessels and port space used during the commissioning of development projects. Short-term lease costs for vessels chartered by the Company to transport inventory from a supplier’s facilities to the Company’s storage locations are capitalized to inventory.
The Company has leases of ISO tanks and a parcel of land that are recognized as finance leases.  $ Amortization of right-of-use asset related to finance leases  
 $ Financing cash outflows for finance lease liabilities  Right-of-use assets obtained in exchange for new operating lease liabilities  
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 $ 2026  2027  2028  2029  Thereafter  Total lease payments$ $ Less: effects of discounting  Present value of lease liabilities$ $ Current lease liability$ $ Non-current lease liability  Jamaica held for sale lease liabilities  
As of March 31, 2025, the weighted average remaining lease term for operating leases was years and finance leases was years. Because the Company generally does not have access to the rate implicit in the lease, the incremental borrowing rate is utilized as the discount rate. The weighted average discount rate associated with operating leases as of March 31, 2025 was % and as of December 31, 2024 was %. The weighted average discount rate associated with finance leases as of March 31, 2025 was % and as of December 31, 2024 was %.
. These instruments are expected to settle through the third quarter of 2026. The Company recognized unrealized losses, net of $ for the three months ended March 31, 2025 for these foreign currency contracts. The Company recognized unrealized loss of $ for the three months ended March 31, 2024. The Company also recognized realized gains of $ upon settlement of a portion of the foreign exchange contracts during the three months ended March 31, 2025.
The mark-to-market gain or loss on the foreign exchange forward contracts and zero-cost collars are reported in Other (income) expense, net in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
The Company does not hold or issue instruments for speculative purposes, and the counterparties to such contracts are major banking and financial institutions. Credit risk exists to the extent that the counterparties are unable to perform under the contracts; however, the Company does not anticipate non-performance by any counterparties.
Embedded contingent interest derivative
During 2024, the Company entered into a side letter with lenders in the Term Loan A Credit Agreement, under which the Company's interest on the Term Loan A would increase by % if the lenders demand that the Company pursue a refinancing of the Term Loan A and the Company is not able to successfully refinance. This contingent interest feature meets the definition of a derivative and requires bifurcation from the debt host contract. Changes to the fair value of this
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 $ $ $ Foreign exchange contracts    LiabilitiesContingent consideration derivative liabilities    Embedded contingent interest derivative    December 31, 2024AssetsInvestment in equity securities$ $ $ $ Foreign exchange contracts    LiabilitiesForeign exchange contracts   Contingent consideration derivative liabilities    Embedded contingent interest derivative    
The Company believes the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximated their fair value as of March 31, 2025 and December 31, 2024 and are classified as Level 1 within the fair value hierarchy.
)$()Embedded contingent interest derivative - Fair value adjustment - (gain)() 
 $ Collateral for letters of credit and performance bonds  
Interest expense of $ and $, inclusive of amortized debt issuance costs, was capitalized for the three months ended March 31, 2025 and 2024, respectively.
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 $ Vessels  Terminal and power plant equipment  Gas pipelines  Power facilities  ISO containers and other equipment  Land  Leasehold improvements  Accumulated depreciation()()Total property, plant and equipment, net$ $ 
LNG liquefaction facilities includes the Company's first Fast LNG project, which was placed into service in the fourth quarter of 2024.
The book value of the vessels that was recognized due to the failed sale leaseback in the Energos Formation Transaction as of March 31, 2025 and December 31, 2024 was $ and $, respectively.
Depreciation expense for the three months ended March 31, 2025 and 2024 totaled $ and $, respectively, of which $ and $, respectively, is included within Cost of sales in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
of goodwill from the Terminals and Infrastructure Reporting unit to include in the carrying value of the disposal group on a relative fair value basis. Consequently, the Company performed an impairment test for the goodwill of the remaining Terminals and Infrastructure reporting unit, and concluded that goodwill was not impaired as of March 31, 2025. The carrying amount of goodwill within the Terminals and Infrastructure reporting unit and Ships reporting unit was $ and $, and $ and $, respectively, as of March 31, 2025 and December 31, 2024.
The Company reviews the carrying values of goodwill at least annually to assess impairment since these assets are not amortized. An annual impairment assessment is conducted as of October 1st of each year. Additionally, the Company reviews the carrying value of goodwill whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Subsequent to quarter-end and through the date of this filing, the Company has experienced a significant decline in its market capitalization, from $ billion to $ billion (as of May 14, 2025). Management is
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 $()$()$ Favorable vessel charter contracts ()  Permits and development rights ()() Easements ()  Indefinite-lived intangible assetsEasements — () n/aTotal intangible assets$ $()$()$ 
December 31, 2024
Gross Carrying
Amount		Accumulated
Amortization		Currency Translation
Adjustment		Net Carrying
Amount		Weighted
Average Life
Definite-lived intangible assets
Acquired capacity reserve contract
$ $()$()$ 
Favorable vessel charter contracts ()  
Permits and development rights ()() 
Easements ()  
Indefinite-lived intangible assets
Easements — () n/a
Total intangible assets$ $()$()$ 
Amortization expense for the three months ended March 31, 2025 and 2024 was $ and $, respectively which were inclusive of reductions in expense for the amortization of unfavorable contract liabilities.
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 the ABP did not have appropriate grounds for the denial of our permit. In March 2025, APB withdrew their appeal to the September 2024 High Court decision. ABP is now reconsidering our planning application in accordance with Irish Law. Further, in March 2025, ABP granted the Company's application to construct a 600 MW power plant and a separate application to construct the 220 kV electricity interconnect. The Company is able to fuel this power plant via the LNG marine import terminal, if approved, or using gas provided from the Company's permitted pipeline interconnection. The continued development of this project is uncertain and there are multiple risks, including regulatory risks, which could preclude the development of this project; however, management continues to assess all options in respect of future developments for the land held.
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 $ 
Cost to fulfill (Note 5)
  
Contract asset, net (Note 5)
  Financing costs  Other  Total other non-current assets, net$ $ 
In the fourth quarter of 2024, the Company novated an LNG supply contact to a customer. In conjunction with this novation, the Company agreed to guarantee the performance of the LNG supplier (Note 18). In exchange for this guarantee, the Company will receive payments totaling $ from the counterparty. These payments will be made between the third quarter of 2026 through the first quarter of 2028, and the discounted value of the payment stream has been recorded as a long-term receivable of $ and $ as of March 31, 2025 and December 31, 2024, respectively.
Financing costs includes deferred costs associated with the Company's Revolving Facility. Other non-current assets includes the development costs for hosted software products, foreign exchange contracts and investments in equity securities, which includes investments without a readily determinable fair value of $ as of March 31, 2025 and December 31, 2024, respectively. The Company has not recognized any gains or losses in the value of these investments during 2025.
 $ Accrued interest  Accrued bonuses  Accrued inventory  Other accrued expenses  Total accrued liabilities$ $ 
 $ 
Contract liabilities (Note 5)
  Income tax payable  Due to affiliates  Other current liabilities  Total other current liabilities$ $ 

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 $ Senior Secured Notes, due September 2026  Senior Secured Notes, due March 2029  Revolving Facility  Term Loan B, due October 2028  Term Loan A, due July 2027  Short-term Borrowings  Sale leaseback financingVessel Financing Obligation, due August 2042  Tugboat Financing, due December 2038  Asset level financingPortoCem Debentures, due September 2040  BNDES Term Loan, due October 2045  Brazil Financing Notes, due August 2029  South Power 2029 Bonds, due May 2029  Turbine Financing, due July 2027  EB-5 Loan, due July 2028  Barcarena Debentures, due October 2028  Total debt$ $ Current portion of long-term debt$ $ Long-term debt  
Long-term debt is recorded at amortized cost on the Condensed Consolidated Balance Sheets. The fair value of the Company's long-term debt was $ and $ as of March 31, 2025 and December 31, 2024, respectively, and is classified as Level 2 within the fair value hierarchy. The Company's debt arrangements include cross-acceleration clauses whereby events of default under an individual debt agreement can lead to acceleration of principal under other debt arrangements.
The terms of the Company's debt instruments have been described in the Annual Report on Form 10-K. Significant changes to the Company's outstanding debt are described below.
Term Loan B Credit Agreement
In March 2025, the Company entered into an amendment to the Term Loan B Credit Agreement. Pursuant to the amendment, certain lenders agreed to provide incremental term loans in an aggregate principal amount of up to $, which increased the total outstanding principal amount to $ ("Term Loan B"). The incremental term loans were issued at a discount, and the Company received proceeds, net of discount, of $. Net proceeds will be used primarily to fund capital expenditures of the onshore FLNG project, and for other corporate expenses. The incremental term loans are subject to the same maturity date as the term loans under the original agreement. Quarterly principal payments of approximately $ are required beginning June 2025.
The Term Loan B is secured by the same collateral that secures the term loans under the original agreement. The Term Loan B bears interest at a per annum rate equal to Adjusted Term SOFR (as defined in the amendment) plus %. The Company may prepay the Term Loan B at its option subject to prepayment premiums until March 10, 2028 and customary break funding costs. The Company is required to prepay the Term Loan B with the net proceeds of certain asset sales,
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were deferred and will be amortized over the remaining life of the Term Loan B Credit Agreement. The additional third party costs associated with the amendment of $ were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of March 31, 2025, total remaining unamortized deferred financing costs, including the unamortized original issue discount, for the Term Loan B was $. In connection with the amendment, all unused term loan commitments under the Term Loan A Credit Agreement were terminated.
Term Loan A Credit Agreement
In March 2025, the Company entered into an amendment to the Term Loan A Credit Agreement. Pursuant to the amendment, the future borrowing commitments are reduced to , eliminating the potential for future borrowings under the Term Loan A Credit Agreement. As a result of the amendment, $ of origination, structuring and other fees, which were previously capitalized in Other non-current assets on the Condensed Consolidated Balance Sheet were recognized as interest expense in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income.
Brazil Financing Notes
In February 2025, one of the Company's consolidated subsidiaries entered into an agreement to issue up to $ aggregate principal amount of % Senior Secured Notes due 2029 (the “Brazil Financing Notes”) at a purchase price of % of par. The Brazil Financing Notes mature on August 30, 2029; the principal is due in full on the maturity date. Interest is payable quarterly in arrears beginning on June 30, 2025, and for the first that the Brazil Financing Notes are outstanding, interest due can be paid in kind and added to the principal amount. A portion of the proceeds from the issuance of the Brazil Financing Notes of $ was used to repay the Barcarena Debentures in full.
The repayment of the Barcarena Debentures was evaluated on a creditor-by-creditor basis to determine whether the transaction should be accounted for as a modification or extinguishment of debt. As a result of this evaluation, a portion of the repayment was determined to be an extinguishment of debt and, therefore, the Company recorded a debt extinguishment loss of $ to write off a pro-rata amount of unamortized issuance costs. A portion of the repayment was treated as modification, and fees and unamortized issuance costs amounted to $ that were attributable to the lender that participated in both the Barcarena Debentures and the Brazil Financing Notes will be amortized over the life of the Brazil Financing Notes. The additional third-party fees associated with the Brazil Financing Notes of $ were recognized as expense in Transaction and integration costs in the Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income. As of March 31, 2025, total remaining unamortized deferred financing costs, including the unamortized original issue discount, for the Brazil Financing Notes were $.
PortoCem Debentures
The PortoCem Debentures included a non-automatic early maturity provision whereby upon multiple downgrades of the Company’s credit rating, early maturity may be declared if approved by the majority of debenture holders. Prior to the issuance of these financial statements, the Company’s credit ratings were downgraded, triggering the right of the debenture holders to determine if an early maturity event should be declared. On May 23, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. In connection with the debenture holders' decision to not declare an early maturity event, the Company agreed to provide a bank guarantee of $ prior to August 17, 2025.
On June 5, 2025, the Company received an additional downgrade of its credit rating, which triggered a non-automatic event of early maturity under the PortoCem Debenture. On June 26, 2025, the debenture holders unanimously permanently waived their ability to declare an early maturity event due to this credit ratings downgrade. No additional collateral was required; however, the Company will instead provide $ of the previously required bank guarantee on or before July 7, 2025, and the remaining $ prior to August 17, 2025. Additionally, the debenture holders agreed to amend the debenture agreement to suspend the covenant that allows for a non-automatic early maturity event upon certain downgrades of the Company’s credit rating through August 30, 2026.
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 $ Interest expense on Vessel Financing Obligation   Amortization of debt issuance costs, premiums and discounts  Interest expense incurred on finance lease obligations  Total interest costs$ $ Capitalized interest  Total interest expense$ $ 
Interest expense on the Vessel Financing Obligation includes non-cash expense of $ and $ for the three months ended March 31, 2025 and 2024, respectively, related to payments received by Energos from third-party charterers.
 $ Derivative liabilities   
Contract liability (Note 5)
  Other   Total other long-term liabilities $ $ 
(Note 14).
)% compared to % for the three months ended March 31, 2024. The total tax provision for the three months ended March 31, 2025 was $ compared to a provision of $ for the three months ended March 31, 2024. The Company recognized a provision on pre-tax losses in the quarter principally from valuation allowances, an expected gain on sale of the Jamaica Business, and taxation of foreign earnings.
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 million ($ million using exchange rates as of March 31, 2025). The Company believes Alunorte’s claims are without merit and not supported by the contract between the parties, and as a result the Company plans to vigorously defend itself in these proceedings. However,  due to the inherent difficulty in predicting the outcome of arbitration, the amount of any potential loss is uncertain. The Company has not accrued any potential losses as of March 31, 2025.
)$ Net (income) attributable to non-controlling interests()()Convertible preferred stock dividend()()Net income attributable to Class A common stock$()$ Denominator:Weighted-average shares - basic  Net income per share - basic$()$ DilutedNumerator:Net (loss) income$() Net (income) attributable to non-controlling interests()()Convertible preferred stock dividend()()Adjustments attributable to dilutive securities ()Net income attributable to Class A common stock$()$ Denominator:Weighted-average shares - diluted  Net income per share - diluted$()$ 
.
Item 6.    Exhibits.
Exhibit
Number		Description
Certificate of Conversion of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2020).
Certificate of Incorporation of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2020).
Certificate of Designations of New Fortress Energy Inc., designating the Company’s 4.8% Series A Convertible Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 26, 2024).
Certificate of Designations of New Fortress Energy Inc., designating the Company's 4.8% Series B Convertible Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on October 2, 2024).
Bylaws of New Fortress Energy Inc. (incorporated by reference to Exhibit 99.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 4, 2020).
Form of Director Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A, filed with the SEC on December 24, 2018).
Restricted Share Unit Award Agreement under the Amended and Restated New Fortress Energy Inc. 2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q, filed with the Commission on November 8, 2022).
Shareholders’ Agreement, dated February 4, 2019, by and among New Fortress Energy LLC, New Fortress Energy Holdings LLC, Wesley R. Edens and Randal A. Nardone (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
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Administrative Services Agreement, dated February 4, 2019, by and between New Fortress Intermediate LLC and FIG LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Edens) (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Guinta) (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Catterall) (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Grain) (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Griffin) (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Mack) (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Nardone) (incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Wanner) (incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 5, 2019).
Indemnification Agreement (Jay) (incorporated by reference to Exhibit 10.15 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2023).
Indemnification Agreement, dated as of March 17, 2019, by and between New Fortress Energy LLC and Yunyoung Shin (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 26, 2019).
Indemnification Agreement, dated as of April 29, 2025, by and between New Fortress Energy LLC and Michael Lowe
Indemnification Agreement, dated as of April 28, 2025, by and between New Fortress Energy LLC and Chuck Sledge
Letter Agreement, dated as of December 3, 2019, by and between NFE Management LLC and Yunyoung Shin (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2020).
Letter Agreement, dated as of March 14, 2017, by and between NFE Management LLC and Christopher S. Guinta (incorporated by reference to Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Indenture, dated April 12, 2021, by and among the Company, an issuer, the subsidiary guarantors from time to time party thereto, and U.S. Bank National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).
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Pledge and Security Agreement, dated April 12, 2021, by and among the Company, the subsidiary guarantors, from time to time party thereto, and U.S. Bank National Association, as notes collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 12, 2021).
First Supplemental Indenture, dated as of June 11, 2021, between Golar GP LLC (now known as NFE GP LLC), as Guaranteeing Subsidiary, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Second Supplemental Indenture, dated as of September 13, 2021, between NFE Mexico Power Holdings Limited and NFE Mexico Terminal Holdings Limited, as Guaranteeing Subsidiaries, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Third Supplemental Indenture, dated as of November 24, 2021, between NFE International Shipping LLC, NFE Global Shipping LLC, NFE Grand Shipping LLC and NFE International Holdings Limited, as Guaranteeing Subsidiaries, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Fourth Supplemental Indenture, dated as of March 23, 2022, between NFE UK Holdings Limited, NFE Global Holdings Limited and NFE Bermuda Holdings Limited, as Guaranteeing Subsidiaries, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Fifth Supplemental Indenture, dated as of December 22, 2022, between NFE Andromeda Chartering LLC, as Guaranteeing Subsidiary, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Sixth Supplemental Indenture, dated as of October 18, 2024, between NFE International Holdings 1 Limited and NFE International Holdings 1 Limited (each a “Guaranteeing Subsidiary”) as Guaranteeing Subsidiaries and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association). (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Seventh Supplemental Indenture, dated as of December 6, 2024, between the various Guaranteeing Subsidiaries party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc,. as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 21, 2021).
First amendment to Credit Agreement, dated as of July 16, 2021 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time partly thereto, the several lenders and issuing banks from time to time partly thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent (incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022).
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Second Amendment to Credit Agreement, dated as of February 28, 2022 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2022).
Third Amendment to Credit Agreement, dated as of May 4, 2022 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.32 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2022).
Fourth Amendment to Credit Agreement, dated as of February 7, 2023 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Fifth Amendment to Credit Agreement, dated as of September 15, 2023 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.39 to the Registrant's Annual Report on Form 10-Q, filed with the SEC on November 9, 2023).
Sixth Amendment to Credit Agreement, dated as of December 18, 2023 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.40 to the Registrant's Annual Report on Form 10-K, filed with the SEC on February 29, 2024).
Seventh Amendment to Credit Agreement, dated as of May 3, 2024 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.41 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2024).
Amended and Restated Eighth Amendment to Credit Agreement, dated as of September 30, 2024 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.42 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2024).
Ninth Amendment to Credit Agreement, dated as of November 6, 2024 to the Credit Agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Tenth Amendment to Credit Agreement, dated as of November 22, 2024 to the Credit agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Eleventh Amendment to Credit Agreement, dated as of January 31, 2025 to the Credit agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent.
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Amended and Restated Eleventh Amendment to Credit Agreement, dated as of March 3, 2025 to the Credit agreement, dated as of April 15, 2021, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent.
Equity Purchase and Contribution Agreement, dated as of July 2, 2022, by and among Golar LNG Partners LP and Hygo Energy Transition Ltd., as Sellers, AP Neptune Holdings Ltd, as Purchaser, Floating Infrastructure Holdings LLC, as the Company, and Floating Infrastructure Intermediate LLC, as Holdco Pledgor, and Floating Infrastructure Holdings finance LLC, as Borrower, and New Fortress Energy Inc.(incorporated by reference to Exhibit 10.39 to Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2022).
Uncommitted Letter of Credit and Reimbursement Agreement, dated as of July 16, 2021, by and among the Company, as borrower, each of the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.38 to Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Second Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated as of July 27, 2022 to the Uncommitted Letter of Credit and Reimbursement Agreement, dated as of July 16, 2021,, dated July 27, 2022, by and among the Company, as borrower, each of the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.40 to Registrant's Quarterly Report on Form 10-Q, filed with the SEC on June 30, 2022)
Incremental Joinder Agreement Regarding to Uncommitted Letter of Credit and Reimbursement Agreement, dated February 6, 2023, by and among the Company, as the borrower each of the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 1, 2023).
Incremental Joinder Agreement Regarding to Uncommitted Letter of Credit and Reimbursement Agreement, dated November 2, 2023, by and among the Company, as borrower, each of the guarantors party thereto, the lenders and issuing bank party thereto and Natixis, New York Branch, as administrative agent (incorporated by reference to Exhibit 10.44 to the Registrant's Annual Report on Form 10-K, filed with the SEC on February 29, 2024).
Third Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated May 17, 2024, by and among the Company, as borrower, each of the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.46 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2024).
Fourth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated September 30, 2024, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2024).
Fifth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated November 6, 2024, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.44 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
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Sixth Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated November 22, 2024, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent. (incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Seventh Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated January 31, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent.
Amended and Restated Seventh Amendment to Uncommitted Letter of Credit and Reimbursement Agreement, dated March 3, 2025, by and among the Company, the guarantors party thereto, the lenders and issuing banks party thereto and Natixis, New York Branch, as administrative agent and as collateral agent.
Credit Agreement, dated as of October 30, 2023, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.45 to the Registrant's Annual Report on Form 10-K, filed with the SEC on February 29, 2024).
Second Amendment, dated March 3, 2025, to Credit Agreement, dated as of October 30, 2023, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent.
Indenture, dated March 8, 2024, by and among New Fortress Energy Inc., the subsidiary guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 8, 2024).
First Supplemental Indenture, dated as of October 18, 2024, between NFE International Holdings 1 Limited and NFE International Holdings 2 Limited, as Guaranteeing Subsidiaries, and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Second Supplemental Indenture, dated as of December 5, 2024, by and among the Company, as issuer, by and among New Fortress Energy Inc., as issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. (incorporated by reference to Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Pledge and Security Agreement, dated March 8, 2024, by and among the Company, the subsidiary guarantors, from time to time party thereto, and U.S. Bank Trust Company, National Association, as notes collateral agent (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 8, 2024).
Credit Agreement, dated as of July 19, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.50 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2024).
Amended and Restated First Amendment to Credit Agreement, dated as of September 30, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
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Second Amendment to Credit Agreement, dated as of November 14, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent.(incorporated by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Third Amendment to Credit Agreement, dated as of November 22, 2024, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Fourth Amendment to Credit Agreement, dated as of March 3, 2025, by and among the Company, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent.
Series I Credit Agreement, dated as of November 22, 2024, among the Company, as the borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.55 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Credit Agreement, dated as of November 22, 2024, among NFE Brazil Investments LLC, as the borrower, NFE Financing LLC, as lender, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.56 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Series II Credit Agreement, dated as of December 6, 2024, among the Company, as the borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Transaction Support Agreement, dated as of September 30, 2024, by and among the Company and parties thereto. (incorporated by reference to Exhibit 10.58 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
First Amendment to Transaction Support Agreement, dated as of November 4, 2024, by and among the Company and parties thereto. (incorporated by reference to Exhibit 10.59 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Second Amendment to Transaction Support Agreement, dated as of November 21, 2024, by and among the Company and parties thereto. (incorporated by reference to Exhibit 10.60 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Form of Exchange and Subscription Agreement, dated November 6, 2024, by and among the Company and parties thereto. (incorporated by reference to Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Form of First Amendment to Exchange and Subscription Agreement, dated November 22, 2024, by and among the Company and parties thereto. (incorporated by reference to Exhibit 10.62 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Indenture, dated November 22, 2024, by and among NFE Financing LLC, as issuer, the guarantors from time to time party thereto, and Wilmington Savings Fund Society, FSB, as trustee. (incorporated by reference to Exhibit 10.63 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
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Registration Rights and Lock-up Agreement, dated as of December 6, 2024 by and among the Company and the undersigned investors. (incorporated by reference to Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
First Amendment to Registration Rights and Lock-up Agreement, dated as of January 8, 2025, by and among the Company and the undersigned investors. (incorporated by reference to Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Second Amendment to Registration Rights and Lock-up Agreement, dated as of February 4, 2025, by and among the Company and the undersigned investors. (incorporated by reference to Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 10, 2025).
Certification by Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification by Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications by Chief Executive Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certifications by Chief Financial Officer pursuant to Title 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*Inline XBRL Instance Document
101.SCH*Inline XBRL Schema Document
101.CAL*Inline XBRL Calculation Linkbase Document
101.LAB*Inline XBRL Label Linkbase Document
101.PRE*Inline XBRL Presentation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
104*Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101
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* Filed as an exhibit to this Quarterly Report.
** Furnished as an exhibit to this Quarterly Report.
† Compensatory plan or arrangement.
# Portions of the exhibit (indicated by asterisks) have been omitted in pursuant to Item 601 (b)(10)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NEW FORTRESS ENERGY INC.
Date: June 27, 2025
By:/s/ Wesley R. Edens
Name:Wesley R. Edens
Title:Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: June 27, 2025
By:/s/ Christopher S. Guinta
Name:Christopher S. Guinta
Title:Chief Financial Officer
(Principal Financial Officer)
Date: June 27, 2025
By:/s/ Michael T. Lowe
Name:Michael T. Lowe
Title:Chief Accounting Officer
(Principal Accounting Officer)
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