Financial Analysis

25. Commitments and contingencies The Company is subject to certain legal and regulatory proceedings, claims and disputes that arise in the ordinary course of business. The Company will recognize a loss contingency when it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company will disclose any loss contingencies that do not meet both conditions if there is a reasonable possibility that a material loss may be incurred. The Company is currently focusing on managing its working capital and liquidity, which has resulted in delays in making payments to certain vendors. While the amounts due to these vendors are recorded on the Consolidated Balance Sheets, potential legal actions against the Company enforcing payments may result in interest, penalties and/or legal expenses, which may materially affect the Companys financial position, results of operations or cash flows. With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable. There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on the Companys results of operations or cash flows for that period or on the Companys financial condition. In 2024, Jamaica Power Service Company Limited (JPS) initiated arbitration …

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28. Share-based compensation The Company has granted RSUs to select officers, employees and certain non-employees under the Incentive Plan. The fair value of RSUs on the grant date is estimated based on the clo sing price of the underlying shares on the grant date. The following table summarizes the RSU activity for the year ended December 31, 2025 : Restricted Stock Units Weighted-average grant date fair value per share Non-vested RSUs as of December 31, 2024 1,579,802 $ 32.60 Granted 1,417,682 1.10 Vested (2,212,770) 12.42 Forfeited (511,040) 32.66 Non-vested RSUs as of December 31, 2025 273,674 $ 32.66 The unvested RSUs as of December 31, 2025 vested in the first quarter of 2026, and there is no significant remaining unrecognized compensation cost as of December 31, 2025 . For the years ended December 31, 2025, 2024 , and 2023, the Company recognized compensation costs associated with equity awards in the Consolidated Statements of Operations and Comprehensive (Loss) Income as follows: Year Ended December 31, 2025 2024 2023 Operations and maintenance $ 58 $ 250 $ Selling, general and administrative 14,488 50,375 1,574 Total share-based compensation expense $ 14,546 $ 50,625 $ 1,574 During 2024, the Company granted an equity award to certain employees that would settle in shares of a subsidiary owning the Companys Brazilian operations. In the fourth quarter of 2025, the Company granted a new equity award that fully cancelled and replaced those vested and unvested restricted …

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10. Financial instruments (As Restated) Foreign currency risk management During 2024, the Company entered into a series of foreign exchange forward contracts and zero-cost collars to reduce exchange rate risk associated with U.S. dollar borrowings and expected capital expenditures. As of December 31, 2025 and 2024, t he notional amount of outstanding foreign exchange contracts was approximately $12,900 and $211,547, respectively. These instruments are expected to settle through the third quarter of 2026. The amount of loss (gain) recognized in Other (income) expense, net in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the years ended December 31, 2025 and 2024 is as follows: Year Ended December 31, Financial instrument 2025 2024 Foreign exchange forward contracts $ 13,992 $ (11,706) Zero-cost collar options 4,889 (15,466) Total realized and unrealized loss (gain) recognized $ 18,881 $ (27,172) 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 Companys interest on the Term Loan A would increase by 2% if t …

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18. Goodwill and intangible assets (As Restated) Goodwill The Company reviews the carrying values of goodwill at least annually to assess impairment, and the 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. In the second quarter and the fourth quarter of 2025, the Company identified impairment triggering events due to the significant decline in the Companys stock price and the sale of certain vessels to Energos as discussed in Note 16 , respectively. Using level 3 inputs, the Company performed a quantitative assessment of the relevant reporting units using the income approach, specifically a discounted cash flow method. This method required the Company to apply significant assumptions and unobservable inputs, including projected EBITDA, weighted average cost of capital (WACC) (and estimates included in the WACC) and terminal growth rate. Based on the impairment assessments, the Company recorded an impairment charge during the quarter ended June 30, 2025 in the Terminals and Infrastructure reporting unit primarily as a result of (i) the significant increase in the WACC which reflected a higher company specific risk premium, and (ii) a reduction in forecasted cash flows following changes in customer revenue projections and the timing of completion of development projects. The Company recor …

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24. Income Taxes (As Restated) The components of the Companys income (loss) before income taxes for the years ended December 31, 2025, 2024 and 2023 were as follows: Year Ended December 31, 2025 2024 (As Restated) 2023 (As Restated) United States $ (454,662) $ (146,909) $ 271,781 Foreign (1,315,941) (27,320) 379,415 Income before taxes $ (1,770,603) $ (174,229) $ 651,196 Income tax expense is comprised of the following for the years ended December 31, 2025, 2024 and 2023: Year Ended December 31, 2025 2024 (As Restated) 2023 (As Restated) Current: Domestic $ (646) $ 42,521 $ 40,916 Foreign 36,149 31,119 48,244 Total current tax expense 35,503 73,640 89,160 Deferred: Domestic 11,024 (8,436) 1,088 Foreign 14,823 5,104 12,724 Total deferred tax (benefit) expenses 25,847 (3,332) 13,812 Total provision for (benefit from) income taxes $ 61,350 $ 70,308 $ 102,972 Effective Tax Rate Upon the adoption of ASU 2023-09, as described in Note 5 , the reconciliation of taxes at the federal statutory rate to our provision for (benefit from) income taxes for the year ended December 31, 2025 was as follows: Year Ended December 31, 2025 U.S. Federal Statutory Tax Rate (371,826) 21.0 % State and Local Income Taxes, Net of Federal Income Tax Effect 644 Effect of Cross-Border Tax Laws 11,308 (0.6) Changes in Valuation Allowance 126,824 (7.2) Other Gain on Disposal of Business 32,460 (1.8) Loss from Taxable Liquidation of Subsidiary (69,797) 3.9 Others 2,146 (0.1) Foreign Tax Effects BERMUDA Statuto …

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9. Leases, as lessee (As Restated) The Company has oper ating leases primarily for the use of LNG vessels, marine port space, office space, land and equipment under non-cancellable lease agreements. The Companys leases may include multiple optional renewal periods that are exercisable solely at the Companys discretion. Renewal periods are included in the lease term when the Company is reasonably certain that the renewal options would be exercised, and the associated lease payments for such periods are reflected in the right-of-use (ROU) asset and lease liability. The Companys leases include fixed lease payments which may include escalation terms based on a fixed percentage or may vary based on an inflation index or other market adjustments. Escalations resulting from changes in inflation indices and market adjustments, as well as other lease costs that depend on the use of the underlying asset, are not considered lease payments when calculating the lease liability or ROU asset. Instead, such payments are accounted for as variable lease cost when the condition that triggers the variable payment becomes probable. Variable lease cost includes contingent rent payments for office space based on the percentage occupied by the Company in addition to common area charges and other charges that are variable in nature. The Company also has a component of lease payments that are variable related to the LNG vessels, in which the Company may receive credits based on the performance of the …

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22. Debt (As Restated) As of December 31, 2025 and 2024, debt consisted of the following: December 31, 2025 December 31, 2024 (As Restated) Corporate debt Senior Secured Notes, due November 2029 $ 2,726,109 $ 2,728,269 Senior Secured Notes, due September 2026 510,162 509,022 Senior Secured Notes, due March 2029 234,244 233,789 Revolving Facility 660,400 1,000,000 Term Loan B, due October 2028 1,166,784 776,353 Term Loan A, due July 2027 283,320 327,646 Short-term Borrowings 73,224 179,890 Sale leaseback financing Vessel Financing Obligation, due August 2042 634,501 1,366,293 Tugboat Financing, due December 2038 45,642 46,224 Asset level financing PortoCem Debentures, due September 2040 849,115 729,259 BNDES Term Loan, due October 2045 376,923 350,525 Brazil Financing Notes, due August 2029 385,808 South Power 2029 Bonds, due May 2029 217,871 Barcarena Debentures, due October 2028 194,571 Turbine Financing, due July 2027 133,687 142,549 EB-5 Loan, due July 2028 99,000 98,647 Total debt $ 8,178,919 $ 8,900,908 Current portion of long-term debt $ 7,073,477 $ 539,132 Long-term debt 1,105,442 8,361,776 Debt is recorded at amortized cost on the Consolidated Balance Sheets . The outstanding debt balances under the 2026 Notes, 2029 Notes, New 2029 Notes, Term Loan B, Term Loan A, Revolving Facility, PortoCem Debentures, Brazil Financing Notes, EB-5 Loan and Tugboat Financing (each defined below) has been classified as current as of December 31, 2025, primarily due to the existing eve …

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New standards, amendments and interpretations issued but not effective for the year beginning January 1, 2025: In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . These amendments require public business entities to disclose additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments can be applied prospectively or retrospectively. The Company is currently reviewing the impact that the adoption of ASU 2024-03 may have on the Companys financial statements and disclosures. In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses for Accounts Receivable and Contract Assets . The amendment provides a practical expedient that allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The amendments of the ASU should be applied prospectively and are effective for annual periods beginning after December 15, 2025, and interim reportin …

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29. Related party transactions Management services Messrs. Edens, chief executive officer and chairman of the Board of Directors, and Nardone, member of the Board of Directors, are currently employed by Fortress Investment Group LLC (Fortress). In the ordinary course of business, Fortress, through affiliated entities, charges the Company for administrative and general expenses incurred pursuant to its Administrative Services Agreement (Administrative Agreement). The charges under the Administrative Agreement that are attributable to the Company totaled $802, $6,822 and $5,845 for the years ended December 31, 2025, 2024 and 2023, respectively. Costs associated with the Administrative Agreement are included within Selling, general and administrative in the Consolidated Statements of Operations and Comprehensive (Loss) Income. As of December 31, 2025 and 2024, $738 and $6,755 were due to Fortress, respectively. In addition to administrative services, Mr. Edens owns an aircraft that the Company charters from a third party operator for business purposes in the ordinary course of operations. The Company incurred, at aircraft operator rates, charter costs of $1,837, $2,126 and $2,784 for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, $318 and $1,146 was due to this affiliate, respectively. Fortress affiliated entities The Company provides certain administrative services to related parties including entities affiliated with Fortress. …

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8. Revenue recognition (As Restated) Operating revenue in the Consolidated Statements of Operations and Comprehensive (Loss) Income includes revenue from sales of LNG and natural gas as well as outputs from the Companys natural gas-fueled power generation facilities, including power and steam, and the sale of LNG cargos. Included in operating revenue are LNG cargo sales to customers of $276,404, $291,000, and $618,521 for the years ended December 31, 2025, 2024 and 2023, respectively. LNG cargo sales included $332,000 of contract settlements for the year ended December 31, 2023. There were no such contract settlements for the years ended December 31, 2025 and 2024 . In December 2025, the Company entered into a settlement agreement with its customer, pursuant to which it will receive a total of $142,000 as equitable adjustment related to the early termination of the contract to provide emergency power services. The proceeds will be used to settle the $67,195 outstanding accounts receivable with the customer, and the remaining variable consideration of $74,805 was recognized as Operating revenue in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The table below summarizes the activity in Other revenue: Year Ended December 31, 2025 2024 (As Restated) 2023 (As Restated) Operation and maintenance revenue $ 115,935 $ 145,786 $ 51,709 Interest income and other revenue 11,724 10,750 26,341 Total other revenue $ 127,659 $ 156,536 $ 78,050 Operation and maint …

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31. Segments (As Restated) As of December 31, 2025, the Company operates in two reportable segments: Terminals and Infrastructure and Ships: Terminals and Infrastructure includes the Companys vertically integrated gas to power solutions, spanning 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. Vessels that are utilized in the Companys terminal, logistics or sub-charter operations are included in this segment. Ships includes vessels chartered under long-term arrangements that were part of a historical financing transaction. We exclude such vessels from this segment and include them in our Terminals and Infrastructure segment once we begin to use the vessels in our own operations. One vessel is currently included in this segment. The Companys investment in Energos was also included in the Ships segment prior to the disposition of this investment in the first quarter of 2024. The Operating Margin of the Ships segment also included the Companys effective share of revenue, expenses and operating margin attributable to ownership of the common units of Hilli LLC prior to the disposition of this investment in the first quarter of 2023. The Companys CEO, who is the CODM, uses Segment Operating Margin to evaluate the performance of the segments and allocate resources. Segment Operating Margin is defined as the segments revenue less cost of sales …

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4. Significant accounting policies The principal accounting policies adopted are set out below. (a) Basis of presentation and principles of consolidation The accompanying consolidated financial statements contained herein were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned consolidated subsidiaries. The ownership interest of other investors in consolidated subsidiaries is recorded as a non-controlling interest. All significant intercompany transactions and balances have been eliminated on consolidation. Certain prior year amounts have been reclassified to conform to current year presentation. Non-controlling interests are classified as a separate component of equity on the Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders Equity. Additionally, net income and comprehensive income (loss) attributable to non-controlling interests are reflected separately from consolidated net income and comprehensive income in the Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Statements of Changes in Stockholders Equity. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests. Losses continue to be attributed to the non …

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27. Stockholders equity Redeemable preferred stock On October 1, 2024, the Company issued 96,746 shares of the Companys 4.8% Series B Convertible Preferred Stock, par value $0.01 per share and liquidation preference $1,000 per share (the Series B Convertible Preferred Stock), in exchange for all outstanding shares of the Companys Series A convertible preferred stock. Conversion to Class A common shares During the first quarter of 2025, holders of Series B Convertible Preferred Stock submitted conversion notices to convert a total of 45,000 shares of Series B Convertible Preferred Stock, including accrued and unpaid dividends of $107 on these shares, into 4,977,837 Class A common shares at a conversion price of $9.06 per share. The Company issued a total of 6,651,511 Class A common shares to the holders of Series B Convertible Preferred Stock during the three months ended March 31, 2025, which included 1,673,674 shares issued for a conversion notice received in December 2024. During the third quarter of 2025, the Company notified the holders of Series B Convertible Preferred Stock of a Change Event as a result of downgrades in the credit rating of the Companys debt, which allowed the holders to require redemption of all outstanding shares by the Company. On August 1, 2025, the Company redeemed a total of 36,746 shares with an updated liquidation preference of $950 per share, including accumulated and unpaid dividends of $756. The conversion price was $4.01, and the Company iss …

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32. Subsequent events Energos Restructuring Support Agreement On March 8, 2026, the Company entered into a restructuring support agreement with Energos, which was further amended on March 17, 2026 (Energos RSA). The Energos RSA, among other things, reduces the hire rates for Energos Maria and Energos Princess and cancel and terminates the Companys forward starting charter agreement for Nusantara Regas Satu . EB-5 Loan Agreement On March 13, 2026, the Company entered into a term sheet with CanAm Texas Regional Center LP. IV., a Delaware limited partnership in respect of the EB-5 Loan Agreement that contemplates, among other things, the incurrence by the Company of a new unsecured note in the aggregate principal amount of $22,500, with an interest rate of 7.0% per annum, with the option to pay interest in kind, and that matures on December 31, 2029. Turbine Sale-Leaseback Transaction On April 1, 2026, the Company, entered into an Asset Purchase Agreement (the Purchase Agreement) and Master Lease Agreement (the Turbine Lease), pursuant to which the parties agreed to consummate a sale and leaseback transaction with respect to certain turbines. On April 1, 2026, the Company completed the sale of these turbines for a purchase price of $265,883. The Turbine Lease has a 10-year term, which is expected to begin on July 1, 2026. The Company used the net proceeds from the transaction to repay certain indebtedness and provide additional liquidity. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing