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New Fortress Energy (NFE) to slash debt, spin off BrazilCo in major recap

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

New Fortress Energy Inc. is launching a major balance-sheet restructuring and business split under a UK Restructuring Plan. The company entered a restructuring support agreement with creditor groups holding most of its ~$5.7 billion funded debt. That debt will be exchanged into a mix of new senior secured term loans, up to $2.5 billion of convertible preferred stock and NFE common equity representing 65% of the company at closing.

The plan separates NFE into two independent companies: privately held “BrazilCo,” owning Brazilian terminals and power plants, and publicly traded “New NFE,” holding the remaining LNG-to-power assets. Corporate debt at “New NFE” is targeted to fall to about $527.5 million, while existing shareholders will be diluted to 35% of common equity at closing, with potential further dilution because the preferred stock mandatorily converts after three years into 87% of fully diluted common if not redeemed.

The transaction will be implemented through UK court-sanctioned plans and chapter 15 recognition in the U.S., and is conditioned on court orders, regulatory consents and stockholder approval of charter amendments, increased authorized shares, a potential reverse split and Nasdaq-related share issuance approvals. If the deal cannot be completed, NFE warns it may need additional restructuring measures, including possible in-court processes in the UK or U.S.

Positive

  • Substantial deleveraging of New Fortress Energy’s balance sheet: the transaction exchanges approximately $5.7 billion of funded debt into a mix of new term loans, preferred equity and common stock, targeting a much lower corporate debt load of about $527.5 million at “New NFE.”
  • Consensual UK restructuring framework with majority creditor support: more than 50% of existing creditors by value have agreed to the Restructuring Support Agreement, providing a defined path through UK court plans and U.S. chapter 15 recognition rather than an uncontrolled process.
  • Operational clarity with separation of BrazilCo and “New NFE”: splitting Brazilian assets into a standalone private company and retaining the remaining LNG‑to‑power operations in a simplified public entity is intended to align capital structures more closely with underlying businesses.

Negative

  • Severe dilution for existing NFE shareholders: current holders will own only 35% of common equity at closing, and the CoreCo convertible preferred stock mandatorily converts after three years into 87% of fully diluted common if not redeemed, implying additional potential dilution.
  • High execution and conditionality risk: completion requires UK High Court sanction of the restructuring plans, U.S. chapter 15 recognition, multiple regulatory and third‑party consents, and approval of all related stockholder proposals, with deal termination triggers if milestones or deadlines are missed.
  • Residual need for further restructuring if the deal fails: NFE explicitly warns that, absent completion of this Transaction or alternatives, it may be compelled to pursue additional restructuring initiatives, including potential in‑court processes in the UK or U.S., which could materially and adversely affect stockholders.

Insights

Transformative deleveraging trades very large equity dilution for much lower debt.

New Fortress Energy has negotiated a comprehensive creditor deal to exchange roughly $5.7 billion of funded debt into a mix of new term loans, preferred equity and 65% of common equity. “New NFE” aims to emerge with about $527.5 million of corporate debt and additional non‑recourse FLNG 2 financings.

The structure is complex: creditors receive up to $2.5 billion in CoreCo convertible preferred stock that accrues a stepped PIK dividend and must convert after three years into 87% of fully diluted common if not repaid, plus new term loans and BrazilCo equity. That substantially improves leverage but shifts most future upside to creditors.

For current shareholders, ownership drops to 35% of common at closing, with further dilution likely if preferred remains outstanding at mandatory conversion. The plan also depends on UK court sanction, U.S. chapter 15 recognition and approval of several stockholder proposals, so execution risk remains significant even though more than half of creditors by value support the RSA.

FALSE0001749723111 W. 19th Street, 8th FloorNew YorkNY00017497232026-03-172026-03-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 17, 2026

New Fortress Energy Inc.
(Exact name of registrant as specified in its charter)

Delaware001-3879083-1482060
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

111 W. 19th Street, 8th Floor
New York, NY
10011
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (516) 268-7400


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
“NFE”

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐




Item 1.01. Entry into a Material Definitive Agreement.

On March 17, 2026, New Fortress Energy Inc. and certain of its subsidiaries (collectively, “NFE” or the “Company”) entered into a restructuring support agreement (together with all exhibits, annexes, schedules, and appendices thereto, the “RSA”) with certain of its lenders and noteholders, including:

certain members of an ad hoc group of holders (the “2029 New Notes Noteholder Group”) of the 12.000% Senior Secured Notes due 2029 (the “2029 New Notes”) pursuant to that certain Indenture, dated as of November 22, 2024, by and among NFE Financing LLC (the “2029 New Notes Issuer”), an indirect subsidiary of the Company, as the issuer, the guarantors from time to time party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “2029 New Notes Indenture”) (the “Supporting 2029 New Notes Holders”), which Supporting 2029 New Notes Holders, together with other Supporting Creditors (as defined herein), hold a majority of the aggregate principal amount of 2029 New Notes outstanding as of the date the RSA was executed (the “RSA Execution Date”);

certain members of an ad hoc group of term lenders (the “Term Loan B Group”) under that certain 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 lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan B Agreement”) (the “Supporting Term Loan B Lenders”), which Supporting Term Loan B Lenders, together with other Supporting Creditors, hold a majority of the loans outstanding under the Term Loan B Agreement as of the RSA Execution Date;

certain holders of debt (the “Revolving Lender Group”) under that certain 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 lenders and issuing banks from time to time party thereto, and MUFG Bank Ltd., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Loan Agreement”) (the “Supporting Revolving Loan Lenders”), which Supporting Revolving Loan Lenders, together with other Supporting Creditors, hold a majority of the loans outstanding under the Revolving Loan Agreement as of the RSA Execution Date;

certain members of an ad hoc group of term lenders (the “Term Loan A Group”) under that certain 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 lenders from time to time party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Term Loan A Agreement”) (the “Supporting Term Loan A Lenders”), which Supporting Term Loan A Lenders, together with other Supporting Creditors, hold a majority of the loans outstanding under the Term Loan A Agreement as of the RSA Execution Date; and

a majority of the members of a group of creditors with recourse to the collateral assets in the Company’s core business, but not to the Company’s Fast LNG assets or Brazil business (the “Common Collateral Group”), including (1) holders of the 6.500% Senior Notes due 2026 (the “2026 Legacy Notes”) issued pursuant to that certain Indenture, dated as of April 12, 2021, by and among the Company, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee and collateral agent (the “Supporting 2026 Legacy Notes Holders”), (2) holders of the 8.750% Senior Secured Notes (the “2029 Legacy Notes”) issued pursuant to that certain Indenture, dated as of March 8, 2024, by and among the Company, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent (as amended, supplemented or otherwise modified from time to time, the “2029 Legacy Notes Indenture”) (the “Supporting 2029 Legacy Notes Holders,” and together with the Supporting 2026 Legacy Notes Holders, the Supporting 2029 New Notes Holders, the Supporting Term Loan B Lenders, the Supporting Term Loan A Lenders, the Supporting Revolving Loan Lenders and creditors of the Series I Loan Debt and Series II Loan Debt, the “Supporting Creditors”) and (3) creditors of the Series I Loan Debt and Series II Loan Debt.

Kroll Issuer Services Limited, the Company’s information agent for purposes of the RSA and the Restructuring Plans (as defined below) (in such capacity, the “Information Agent”), is party to the RSA for certain limited purposes. A holder of or lender under the debt instruments described above that is not already party to the RSA may become an Additional Supporting Creditor (as defined in the RSA) by executing and delivering an Additional Supporting Creditor Joinder (as defined in the RSA) to the Information Agent in accordance with the terms of the RSA and as available on the Information Agent’s website: https://deals.is.kroll.com/nfe. Provided certain conditions are met (as set out in the RSA), the



Company will pay to holders of or lenders under the debt instruments described above that become Supporting Creditors on or before 5:00 p.m. New York City time on March 31, 2026 (the “Early Consent Deadline”), an early consent fee in an amount equal to 0.75% of the principal amount of such Supporting Creditors’ eligible applicable notes and loans (the “Early Consent Fee”). A Supporting Creditor’s entitlement to the Early Consent Fee will be determined by reference to the aggregate principal amount of notes and loans held by that Supporting Creditor as of the record date (the "Record Date") specified to creditors for voting under the Restructuring Plans. If holders of or lenders under the debt instruments become a Supporting Creditor after the Early Consent Deadline but acquires notes or loans that are eligible for the Early Consent Fee, its entitlement to the Early Consent Fee will be determined by reference to the aggregate principal amount of those acquired notes or loans by that Supporting Creditor as of the Record Date. Such early consent fee will be payable in kind in the form of the consideration to be afforded to such Supporting Creditors under the Restructuring Plans. Separately, the Company has agreed to pay each Revolving Loan Agreement lender that agrees to forbear from taking any enforcement action under the Revolving Loan Agreement and/or with respect to the Revolving Loan Agreement collateral a standstill fee (the "Standstill Fee") in an amount equal to 2.00% of the outstanding loans made by such forbearing Revolving Loan lender, provided that a simple majority of Revolving Loan Agreement lenders (constituting Required Lenders, under and as defined in the Revolving Loan Agreement) agree to forbear.

The RSA sets forth principal terms for a comprehensive restructuring of the Company’s principal funded debt obligations (the “Transaction”). Capitalized terms not defined herein will have the meanings ascribed to them in the RSA.

The RSA contemplates, among other things, the following:

The Company will separate into two separate, independent companies: one generally comprising the Company’s businesses and assets in Brazil (“BrazilCo”), and the other generally comprising the Company’s other businesses and assets, which will be retained by NFE (“CoreCo”);

Obligations under the 2026 Legacy Notes, the 2029 Legacy Notes, the Term Loan A Agreement, the Term Loan B Agreement, the Revolving Loan Agreement, the 2029 New Notes, and the Intercompany Credit Agreements will be exchanged (in each case on a ratable basis) for one or a combination of the following debt obligations and equity securities:

100% of the common equity interests in BrazilCo;

up to $643 million (assuming full exercise of the elections provided for in the Restructuring Support Agreement allowing an exchange of a limited amount of CoreCo Convertible Preferred Stock (defined below) to debt thereby increasing the amount of New CoreCo Term Loans from $527.5 million) in senior secured term loans incurred by NFE, as borrower, and guaranteed by each subsidiary of NFE that will be part of CoreCo (subject to customary exclusions and other exclusions to be agreed and assuming all eligible participants exchange preferred equity for debt) (“New CoreCo Term Loans”);

convertible preferred stock of NFE with an aggregate liquidation preference of up to $2.5 billion (“CoreCo Convertible Preferred Stock”);

shares of NFE common stock representing 65% of NFE common stock as of the Transaction closing date (the “Closing Date”), before giving effect to an incentive plan for directors, officers and other employees of the Company or any conversion of the CoreCo Convertible Preferred Stock into NFE common stock;

corporate governance matters regarding CoreCo;

$400 million in non-recourse term loans (the “FLNG 2 Term Loans”) incurred or issued by the subsidiary that owns the Company’s Fast LNG 2 assets (“FLNG 2 Co”), payable in full on the third anniversary of the Closing Date, guaranteed by certain subsidiaries of FLNG 2 Co and secured by substantially all assets of FLNG 2 Co and such subsidiaries; and/or

$200 million in non-convertible, preferred equity (the “FLNG 2 Preferred Equity”) issued by FLNG 2 Co;

Letters of credit issued under the Company’s existing letter of credit facility (the “Letter of Credit Facility”) or Revolving Loan Agreement will be backstopped or replaced by letters of credit issued under new fully committed letter of credit facilities for each of CoreCo and BrazilCo (or, in the case of CoreCo, may remain outstanding under the existing letter of credit facility, as amended, amended and restated, or otherwise modified);




Certain other existing debt facilities and other liabilities will be refinanced, renegotiated, or compromised, or will remain outstanding in accordance with their existing terms;

All shares of NFE common stock outstanding immediately prior to the consummation of the Transaction will remain outstanding and will represent 35% of NFE common stock issued and outstanding following the consummation of the Transaction but before giving effect to an incentive plan for directors, officers and other employees of the Company or any conversion of the CoreCo Convertible Preferred Stock into NFE common stock; and

If required in order to meet a consolidated minimum liquidity threshold ($100 million) on the Closing Date, the Company will offer to all eligible creditors the opportunity to participate in a capital raise, pursuant to which the Company would raise up to $35 million in aggregate principal amount of additional New CoreCo Term Loans and, to the extent the consolidated minimum liquidity threshold would not be met after giving effect to the additional New CoreCo Term Loans, junior term loans secured by a second-priority lien in an amount so that the consolidated minimum liquidity threshold would be met.

Summary of the CoreCo Convertible Preferred Stock and FLNG 2 Preferred Equity

Pursuant to the terms of the RSA, the CoreCo Convertible Preferred Stock will mandatorily convert on the third anniversary of the Closing Date into shares of NFE common stock representing 87% of the fully diluted common stock of NFE as of the Closing Date (after giving effect to the shares of NFE common stock to be issued on the Closing Date and the incentive plan for directors, officers and other employees of the Company). The conversion rate of the CoreCo Convertible Preferred Stock will be subject to customary adjustments for stock splits, distributions, reorganizations and reclassifications, as well as to certain price-based anti-dilution adjustments for subsequent issuances of NFE common stock (or securities convertible into NFE common stock) made by the Company while the CoreCo Convertible Preferred Stock remains outstanding (subject to certain exempt issuances). CoreCo will have the right to redeem or repurchase the CoreCo Convertible Preferred Stock from time to time with certain sources of proceeds enumerated in the RSA. Holders of the CoreCo Convertible Preferred Stock will be entitled, in arrears, to a cumulative quarterly compounding dividend, which will accrue automatically via an increase to liquidation preference, with a cumulative per annum preferred return of 3.0%, 5.0% and 7.0% in each of the three years, respectively, prior to conversion. The CoreCo Convertible Preferred Stock will participate on an as-converted basis in any dividends and distributions on, and vote together with holders of, NFE common stock. The CoreCo Convertible Preferred Stock will be subordinated in right of payment to all existing and future indebtedness of CoreCo and senior in right of payment to all existing and future equity securities of CoreCo.

The FLNG 2 Preferred Equity will be issued by FLNG 2 Co at the Closing Date pursuant to the RSA and will reflect economic and structural features substantially similar to those of the CoreCo Convertible Preferred Stock, except as otherwise provided herein. CoreCo will have the right to redeem the FLNG 2 Preferred Equity from time to time with certain sources of proceeds enumerated in the RSA. The Company will not pay any dividends on the FLNG 2 Preferred Equity. The FLNG 2 Preferred Equity will be subordinated in right of payment to all existing and future indebtedness of FLNG 2 Co and senior in right of payment to all existing and future equity securities of FLNG 2 Co.

Summary of the New CoreCo Term Loans

NFE expects to use the proceeds of the New CoreCo Term Loans to refinance, on a cashless basis, certain of the loans and other obligations outstanding under NFE’s Revolving Loan Agreement and Term Loan B Agreement. If necessary, the cash proceeds of up to $35 million of additional New CoreCo Term Loans will be used to satisfy the consolidated minimum liquidity threshold required by the RSA. The New CoreCo Term Loans will mature five years after the Closing Date and will amortize at a rate of 1% per annum, paid quarterly. The New CoreCo Term Loans will be guaranteed, jointly and severally, on a senior secured basis by each subsidiary that is a guarantor under the Letter of Credit Facility on the Closing Date, and will be secured by substantially the same collateral as the collateral that currently secures the Letter of Credit Facility, subject to certain exceptions, including NFE’s FLNG 2 assets. To the extent the minimum liquidity threshold is not satisfied after giving effect to the funding of the New CoreCo Term Loans, the Company is permitted to incur additional indebtedness that will be guaranteed by the same guarantors guaranteeing the New CoreCo Term Loans and secured by a second-priority lien on all of the collateral securing the New CoreCore Term Loans.

The New CoreCo Term Loans may be voluntarily prepaid by the Company, in whole or in part, subject to prepayment premiums for optional prepayments equal to 102% of the aggregate principal amount of such term loan prepaid plus accrued and unpaid interest during the first year after the closing of the New CoreCo Credit Agreement, and at par plus accrued and unpaid interest thereafter. The Company will be required to prepay the New CoreCo Term Loans at par with the net proceeds of non-ordinary course asset sales, condemnations and certain other events enumerated in the RSA.

The Restructuring Plans; Holder Elections




Holders of R-2 Revolving Loan Agreement Debt and Term Loan A Debt may elect to receive (a) their pro rata share of $45 million in lieu of the BrazilCo Common Equity they would receive in exchange for their Debt and holders of Revolving Loan Agreement Debt may elect to receive (b) additional New CoreCo Term Loans in lieu of the CoreCo Preferred Stock they would receive in exchange for their claims, at a rate of 50% of the liquidation preference of the CoreCo Preferred Stock in aggregate principal amount of New CoreCo Term Loans.

In addition, one or more directors and officers of the Company and, potentially certain Supporting Creditors and/or third-party investors, as determined by such directors and officers, will offer to purchase from holders of Revolving Loan Agreement Debt and Term Loan A Debt a limited number of shares of CoreCo Convertible Preferred Stock allocated to such holders (subject to certain terms and conditions, including that the relevant holder timely elects to participate in such arrangements) for a cash purchase price of 25% of the liquidation preference of such shares of CoreCo Convertible Preferred Stock.

The following table summarizes the allocation of the debt obligations and equity securities to be incurred or issued pursuant to the Restructuring Plans (represents allocations prior to the Early Consent Fee and the Standstill Fee):

($ in actuals)2029 New NotesTerm Loan B AgreementTerm Loan A AgreementR-1 Revolving Loan AgreementR-2 Revolving Loan Agreement2026 Legacy Notes2029 Legacy NotesTotal To LendersExisting Equity
Principal Claims$2,730,126,770$1,266,077,800$294,999,563$100,000,000$560,400,000$510,879,463$236,728,231$5,699,211,827
BrazilCo
BrazilCo Common Equity (%)94.2977%94.2977%
RCF-2/TLA BrazilCo Equity Pool (%)1.9719%3.7305%5.7023%
RCF-2/TLA BrazilCo Cash Pool
CoreCo
New CoreCo Term Loans$313,094,462$17,500,000$27,662,979$156,034,559$514,292,000
CoreCo Convertible Preferred Stock (Initial)$973,824,550$698,372,912$125,104,943$54,393,678$345,226,896$178,438,630$83,907,201$2,459,268,809
NFE Common Stock (%)25.7721%18.4046%3.3197%1.4337%9.1031%4.7390%2.2277%65.0000%35.0000%
FLNG 2 Term Loans$228,666,187$53,087,321$17,813,329$100,433,163$400,000,000
FLNG 2 Preferred Equity$114,333,093$26,543,660$8,906,665$50,216,582$200,000,000

The Company expects to complete the Transaction through restructuring plans promoted by each of two indirect subsidiaries of the Company (each, a “PlanCo”) under Part 26A of the UK Companies Act 2006 (for each PlanCo, the “Restructuring Plan”) and sanctioned by the High Court of Justice in England (the “High Court”). The PlanCos will seek recognition of the Restructuring Plans in the United States pursuant to chapter 15 of the U.S. Bankruptcy Code. The Restructuring Plans will bind all relevant creditors, and release the obligations of the Company and all guarantors, under the debt instruments addressed in the Restructuring Plans; however, neither the Company nor any of its subsidiaries other than the PlanCos anticipate being parties to the Restructuring Plans proceedings in the High Court, the chapter 15 recognition proceedings or any other restructuring, bankruptcy or insolvency proceeding in connection with the Transaction.

The RSA sets forth the commitments of the Company and the Supporting Creditors to, among other things, cooperate in good faith to negotiate the definitive documents necessary or advisable to effect the Transaction, use their commercially reasonable efforts to consummate the Transaction in accordance with such definitive documents, and refrain from taking any actions that would impede or would otherwise be inconsistent with the Transaction (including by supporting or consenting to any alternative transaction, subject, in the case of the Company, to a “fiduciary out”). In addition, the Supporting Creditors have agreed to forbear from exercising remedies (or directing or consenting to any such exercise of remedies) with respect to certain specified defaults and events of default under the applicable debt instruments while the RSA is in effect.




The parties’ obligations to consummate the Transaction are subject to the satisfaction of certain conditions, including the High Court’s entry of an order sanctioning the Restructuring Plans and the recognition of that order in the United States pursuant to chapter 15 of the U.S. Bankruptcy Code, completion of definitive documents acceptable to the parties in accordance with standards set forth in the RSA, approval of certain matters by the Company’s stockholders, receipt of required regulatory and third-party consents and approvals, and satisfaction of certain process “milestones.”

The RSA may be terminated by the Company and/or the Supporting Creditors, as applicable, upon the occurrence of specified events, including, without limitation, if (1) a material, uncured breach of certain parties’ representations, warranties, covenants, or obligations under the RSA occurs, (2) any of the conditions to the closing of the Transaction (including the timely satisfaction of any of the process “milestones” prescribed in the RSA) is not timely satisfied or waived, or (3) the Transaction has not closed by September 15, 2026 (which date may be automatically extended by up to 90 calendar days in certain circumstances and further extended with the consent of certain parties in accordance with the terms of the RSA through December 31, 2026). In addition, the Company may terminate the RSA if the Company’s board of directors determines, upon the advice of counsel, that the Company’s continued performance under the RSA would be inconsistent with the fiduciary duties of the Company’s directors.

The Company intends to submit certain proposals in connection with the Transaction to the Company’s stockholders at its 2026 Annual Meeting of Stockholders, including, among other things, an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of NFE common stock; approval for the potential issuance of common stock exceeding 20% of the current outstanding shares to comply with Nasdaq rules; an amendment to the Company’s 2019 Omnibus Incentive Plan to increase the number of shares available for grants; and an amendment to the Certificate of Incorporation to authorize a reverse stock split at a ratio to be determined by the Company’s board of directors (collectively, the “Stockholder Proposals”). The Transaction is conditioned upon approval of all of the Stockholder Proposals (collectively, the “Stockholder Approvals”).

Although the Company intends to pursue the Transaction in accordance with the terms set forth in the RSA, there can be no assurance that the Company will satisfy all of the conditions under the RSA and complete the Transaction as contemplated or at all. If the Company is unable to complete the Transaction or any other alternative transactions, the Company will 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 UK or the U.S., which could have a material and adverse impact on stockholders.

The foregoing description of the RSA is a summary only and is subject to, and qualified in its entirety by, the full text of the RSA, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.


Item 3.02. Unregistered Sale of Equity Securities

The information included in Item 1.01 is incorporated by reference into this Item 3.02. The offer and sale as part of the Transaction of the shares of NFE common stock, the CoreCo Convertible Preferred Stock and the FLNG 2 Preferred Equity are being made in reliance upon an exemption from registration under the Securities Act. Any shares of NFE common stock deliverable upon conversion of shares of the CoreCo Convertible Preferred Stock will be issued in reliance upon the exemption from registration in Section 3(a)(9) of the Securities Act.

In addition, in partial satisfaction for the assumption of certain of the Company’s existing liabilities by a counterparty on the three year anniversary of the Closing Date, the Company has agreed, at its option, to either (i) issue a number of shares of NFE common stock equal to 1.0% of NFE’s outstanding common stock (calculated as of the Closing Date, and giving effect to the issuance of NFE common stock pursuant to the Transaction) or (ii) make a payment of $10.0 million. Any shares of NFE common stock will be issued in reliance upon an exemption from registration under the Securities Act.

Item 8.01. Other Events

On March 17, 2026, the Company issued a press release announcing entry into the RSA. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. On the same date, the Company posted on its investor relations website, located at https://ir.newfortressenergy.com/investor-relations, a PowerPoint presentation providing an overview of and update on the Transaction and related matters, which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

On March 17, 2026, the Company issued a press release announcing the separation of its Brazilian operations as part of the Transaction. A copy of the press release is attached hereto as Exhibit 99.3 and incorporated herein by reference.




Cautionary Statement Regarding Forward Looking Statements

This Current Report on Form 8-K includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this Current Report on Form 8-K to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements include, but are not limited to, statements related to the Transaction described above, including the Company’s ability to complete the Transaction on the terms contemplated by the RSA, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of the Transaction. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events or otherwise.

No Offer or Solicitation

The information set forth in this Current Report on Form 8-K and the exhibits attached hereto are not an offer to sell or exchange, or solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for, any securities, or the solicitation of a proxy, consent, or authorization in any jurisdiction or any vote or approval in any jurisdiction in connection with the Transaction, the Stockholder Approvals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the Transaction and the Stockholder Approvals. In connection with the Transaction and the Stockholder Approvals, the Company will file with the SEC a proxy statement (as amended or supplemented from time to time, the “proxy statement”). BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AND THE STOCKHOLDER APPROVALS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE STOCKHOLDER APPROVALS AND THE PARTIES TO THE TRANSACTION. Copies of the proxy statement and other relevant materials and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, stockholders and investors may obtain free copies of the proxy statement and other relevant materials by directing a request to: New Fortress Energy Inc., 111 W. 19th Street, 8th Floor, New York, New York 10011, Attention: Investor Relations.

Participants in Proxy Solicitation

The Company and certain of its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Transaction and the Stockholder Approvals. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025, and the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2025, including under the headings “Executive Compensation,” “Compensation Committee Report,” “Director Compensation” and “Security Ownership of Management and Certain Beneficial Owners.” To the extent holdings of NFE common stock by the directors and executive officers of NFE have changed from the amounts disclosed in such filings, such changes have been or will be



reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, in each case filed with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitations in connection with the Transaction, and a description of any interests that they have in the Transaction, by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC regarding the Transaction and the Stockholder Approvals when they become available. Stockholders, potential investors, and other interested persons should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.


Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description
10.1*
Restructuring Support Agreement, dated as of March 17, 2026, among the Company Parties (as defined therein), the Information Agent (as defined therein) and the Supporting Creditors.
99.1
RSA Signing Press Release, dated as of March 17, 2026
99.2
Transaction Update Presentation, in use beginning March 17, 2026
99.3
BrazilCo Press Release, dated as of March 17, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the SEC upon request.





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, hereunto duly authorized.

 NEW FORTRESS ENERGY INC.
  
Date: March 17, 2026By:/s/ Christopher S. Guinta
 Name:Christopher S. Guinta
 Title:Chief Financial Officer




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New Fortress Energy Signs Restructuring Support Agreement
 
NEW YORK — March 17, 2026 — New Fortress Energy Inc. (NASDAQ: NFE) ("NFE" or the "Company") today announced that it has entered into a Restructuring Support Agreement ("RSA") with its creditors as part of a consensual UK Restructuring Plan ("UK RP"), in what is expected to be one of the largest consensual UK RP restructuring transactions ever completed. Through the UK RP process, creditors will exchange NFE debt for a combination of debt, common and preferred equity. The transaction is expected to close by the third quarter of 2026, subject to court availability, customary conditions and regulatory approvals.

There are several steps to the transaction. Under the terms of the RSA, the first step is to separate NFE into two independent entities: “BrazilCo”, a privately held standalone company to be owned by creditors and is comprised of NFE’s terminals, power plants, and operations in Brazil; and “New NFE”, a publicly traded, integrated LNG-to-power company comprising all other remaining assets and operations of NFE.

The creditor groups will exchange their debt instruments for a basket of “New NFE” debt, preferred equity, and common shares. In aggregate, the following will occur through the transaction:

Reduction of “New NFE” corporate debt from ~$5.7 billion to ~$527.5 million
Issuance of up to $2.5 billion of “New NFE” preferred equity
Issuance of 65% of “New NFE” common equity

The $2.5 billion of “New NFE” preferred equity issued has a three-year term with a PIK coupon of 3% in year one, 5% in year two, and 7% in year three, and is prepayable at any time without prepayment penalties. If any amount of preferred equity is outstanding at the end of year three, there is a mandatory conversion into its pro rata share of 87% of common equity of “New NFE.”

Existing NFE shareholders will have their ownership diluted to 35% of “New NFE” common equity and are subject to further dilution if some or all the preferred equity is converted at the end of year three. 

“This consensual restructuring represents a landmark milestone for the company,” said Wes Edens, Chairman and CEO of New Fortress Energy.

“’New NFE’ emerges from this transaction as a fundamentally transformed company. ‘New NFE’ will be a capital-light, low-leverage business that generates significant free cash flow, supported by long-term supply matched with long-term downstream demand. This simple business model positions ‘New NFE’ for robust growth and stability ahead with very little additional capital required. We are grateful to our creditors, advisors, customers, and shareholders for their confidence throughout this process, and we look forward to the bright future ahead for New Fortress Energy."

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The Company will launch the UK RP process in April, with the necessary court hearings to review and sanction the plan to follow. The transaction is expected to be completed by the third quarter of 2026, subject to court availability, customary conditions and regulatory approvals.


About New Fortress Energy Inc.

New Fortress Energy Inc. (NASDAQ: NFE) is a global energy infrastructure company founded to address energy poverty and accelerate the world’s transition to reliable, affordable, and clean energy. The Company owns and operates 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, the Company’s assets and operations reinforce global energy security, enable economic growth, enhance environmental stewardship and transform local industries and communities around the world.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this press release to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Transaction described above, including the Company’s ability to complete the Transaction on the terms contemplated by the RSA, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of the Transaction. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the section entitled “Risk Factors” in Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this press release or to reflect the occurrence of unanticipated events or otherwise.

Notice to Creditors

Holders and lenders of the Company’s existing debt have the opportunity to accede to the RSA. Provided certain conditions are met, those eligible creditors that accede to the RSA on or before 5:00 pm New York City time on March 31, 2026 will be entitled to an early consent fee in an amount equal to 0.75% of the principal amount of such holders’ and lenders’ eligible debt, payable in kind at the completion of the restructuring. Further information, including on how holders and lenders may accede to the RSA is available on the following website: https://deals.is.kroll.com/nfe. Any questions on how to accede to the RSA should be directed to the information agent, Kroll Issuer Services Limited, at the email address nfe@is.kroll.com.

No Offer or Solicitation
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The information set forth in this press release is not an offer to sell or exchange, or solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for, any securities, or the solicitation of a proxy, consent, or authorization in any jurisdiction or any vote or approval in any jurisdiction in connection with the transaction, the stockholder approvals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the transaction and the stockholder approvals. In connection with the transaction and the stockholder approvals, the Company will file with the SEC a proxy statement (as amended or supplemented from time to time, the “proxy statement”). BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AND THE STOCKHOLDER APPROVALS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE STOCKHOLDER APPROVALS AND THE PARTIES TO THE TRANSACTION. Copies of the proxy statement and other relevant materials and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, stockholders and investors may obtain free copies of the proxy statement and other relevant materials by directing a request to: New Fortress Energy Inc., 111 W. 19th Street, 8th Floor, New York, New York 10011, Attention: Investor Relations.

Participants in Proxy Solicitation

The Company and certain of its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the Transaction and the Stockholder Approvals. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025, and the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2025, including under the headings “Executive Compensation,” “Compensation Committee Report,” “Director Compensation” and “Security Ownership of Management and Certain Beneficial Owners.” To the extent holdings of NFE common stock by the directors and executive officers of NFE have changed from the amounts disclosed in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, in each case filed with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitations in connection with the transaction, and a description of any interests that they have in the transaction, by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC regarding the transaction and the stockholder approvals when they become available. Stockholders, potential investors, and other interested persons should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

# # #

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Investors
ir@newfortressenergy.com

Media
press@newfortressenergy.com

Source: New Fortress Energy Inc.

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March 2026 Transaction Update


 
UK Restructuring Plan Transaction Update 2


 
UK RP Transaction Update 3 The Transaction utilizes a UK process (UK RP) that allows us to… Exchange debt for equity and other consideration (i) with our various creditors Allows us to continue to run the Company without interruption during this process The plan is consensual & constitutes one of the largest transactions of its type ever agreed upon (2) We have reached an agreement with our creditors to exchange debt for our equity (1) i. Consideration for creditors includes a combination of new debt, preferred and common equity.


 
UK RP Transaction Update 4 What is a UK Restructuring Plan (UK RP)? A UK Restructuring Plan (UK RP) is a court -sanctioned restructuring process used by companies to restructure their debt & capital structure. NFE has reached agreement with its creditors to restructure its debt using a “UK Restructuring Plan ” The RSA contains all material terms to be enacted by the UK RP Process The Restructuring Support Agreement (“RSA”) is supported by more than 50% of existing creditors by value


 
5 UK RP Transaction Update The first step of the Transaction is to separate the Company into two independent businesses, BrazilCo (Hygo) & “New NFE” Two independent businesses: 1. BrazilCo (Hygo) (comprising terminals, power plants & operations in Brazil) will become a private company managed by the existing Brazil leadership team and primarily owned by a group of institutional investors. 2. “New NFE” ( the remaining business) will continue as a publicly traded, integrated LNG -to-power platform with a significantly simplified, stronger capital structure that has been greatly deleveraged. Old NFE “New NFE” BrazilCo (Hygo) (Brazil) “New NFE” (Puerto Rico, Mexico, Nicaragua, Turbines) “New NFE” (Puerto Rico, Mexico, Nicaragua, Turbines)


 
Transaction highlights UK RP Transaction Update 6 i. Excludes management incentive plan. ii. Subject to further dilution if some or all the preferred equity is converted at the end of year three. iii. Debt amount could increase to a maximum of ~$640mm if all eligible participants exchange preferred equity for Debt. iv. Subject to receipt of applicable regulatory approvals and completion of UK court process. There is no assurance that the Comp any will be able to close this transaction by the projected timeline or that the transaction will be completed. 1 2 3 4 5 BrazilCo (Hygo) will be spun off and become an independent, privately owned company “New NFE” will own all the remaining assets and operations & will continue to seamlessly provide LNG, power, and operations in each of its key markets Existing NFE creditors will exchange their debt for a basket of securities (primarily debt, preferred equity, and common shares) Existing NFE shareholders will be diluted from 100% to 35% (i) post -Transaction (ii) but will remain significant shareholders in “New NFE.” Corporate debt will be reduced from ~$5.7 billion to ~$527.5 million (iii)(iv) C ompany post - restructuring expected to have a newly formed, independent board of directors and will continue to be managed on a day -to- day basis by existing management We expect completion of the UK restructuring process in mid -2026 (3)


 
Expected capital structure for “New NFE” (4) UK RP Transaction Update 7 • Low leverage - target of 2 -3x EBITDA which is consistent with IG issuers • Significant free cash flow growth anticipated to deleverage & enhance equity value 65% New owners 35% Current owners Common Equity (iii)(iv) Preferred Equity $2.5 (i)(ii) billion • Coupon steps • Yr 1: 3%, Yr 2: 5%, Yr 3: 7% • Liquidation preference NFE Corporate Debt ~$527.5 (3) million • Recourse debt Note: The Company has also agreed that a subsidiary that owns the Company’s FLNG 2 Assets will issue $400 million in non -recour se term loans and $200 million in preferred equity which will be distributed to lenders and noteholders with senior liens on the Company’s FLNG 2 Assets i. Preferred equity amount could decrease to ~$2.4bn if all eligible participants exchange preferred equity for debt. ii. Preferred equity has a PIK coupon with three -year term and is payable at any time without prepayment penalties. If any amount is outstanding upon maturity, there is a mandatory conversion into 87% of common equity reduced pro rata to the extent preferred is paid off. iii. Excludes management incentive plan. iv. Subject to further dilution if some or all the preferred equity is converted at the end of year three.


 
UK RP Transaction Update 8 Note: All instruments and financial terms are described in more detail on slide 20 of the Appendix to this presentation. Note: Numbers in millions unless otherwise noted. Note: Reflects allocations on accrued claims as of March 31, 2026, prior to any preferred equity conversion; assumes no parti cip ation in the CoreCo preferred equity exchange, preferred equity Cash Purchase, and all creditors receive the early consent fee and standstill fee. *Final debt will be determined when elections are final. Mechanics of the restructuring by creditor and investor classes Existing Claim Pro Forma Allocations NFE Debt NFE Pref NFE Equity Brazil Equity FLNG2 Debt FLNG2 Pref 2029 Bonds $2,730 - $991 26% 94% - - Term Loan B $1,266 $313 $708 18% - $229 $114 Term Loan A $295 $18 $128 3% 2% $53 $27 Legacy Notes $748 - $268 7% - - - Revolver $660 $197 $405 11% 4% $118 $59 ~$5,700 ~$527.5* $2,500 65% 100% $400 $200 Existing Common 100% - - 35% - - -


 
UK RP Transaction Update 9 Throughout this process, we focused on three key priorities: our customers, our investors, and our company This Transaction results in a great outcome at every level 1 Customers First and foremost, we continued to serve our customers without an interruption of service • Our customers around the world rely on us for essential power and gas • Throughout this process, and even during yet another energy crisis, we were able to prioritize our customers and reliably serve their needs without any gap in service • Never has energy security been more important and we are proud to be a trusted provider 2 Investors Secondly, this transaction is hugely beneficial to all stakeholders • The unique use of the UK RP would allow us to complete the restructuring and preserve significant value for debt and equity holders alike • In the end, we believe this Transaction is an incredibly fair and balanced outcome for all parties, and we were able to preserve billions of dollars of value for our investors 3 Our Company Lastly, “New NFE” will emerge from this transaction as a transformed company • Corporate debt reduced from ~$5.7 billion to ~$527.5 million • We will expect to produce significant amounts of FCF and continue to grow with very little required capital • We will be a capital light company with major capital expenditures behind us • We expect to be a low leverage, high cash flow business with long -term commitments from our customers, providing stability and significant growth


 
i. Assuming savings start March 1, 2026. UK RP Transaction Update 10 Restructuring of liabilities & operations During the negotiations, we worked with our partners (vendors, service providers, contractors & ship owners) to materially reduce our outstanding obligations ~$624 million in total savings generated These savings represent a tremendous achievement & establish a substantially stronger financial & operational foundation for the future. Over the past several months, we successfully reached compromise agreements with 40 partners which will provide us with a much leaner and cost -efficient operational platform going forward In total, we will have reduced expenses by ~$624 million: • ~$286 million in accounts payable & capital expenditures • ~$338 million in current & future vessel operating expenses (i)


 
UK RP Transaction Update 11 Summary Secured agreements with our partners to reduce expenses by ~$624 million Signed an RSA with our creditors to reduce corporate debt from ~$5.7 billion to ~$527.5 million (3) Results in a meaningful transaction that benefits our customers, our investors & our company


 
UK RP Transaction Update 12 i. Timing is subject to court availability. ii. Subject to receipt of applicable regulatory approvals and completion of UK court process. There is no assurance that the Comp any will be able to close this transaction by the projected timeline or that the transaction will be completed. The UK restructuring process will be completed with substantially lower costs & a shorter timeline vs. other alternatives We anticipate completion by mid -2026 Transaction completion (ii) Mid -2026 Launch UK Restructuring Plan April First court hearing for UK RP Early May UK RP sanctioned (i) Late May/Early June Post signing, we will take proactive steps to engage with stakeholders 1. Capital Markets: Conversations with shareholders, equity analysts & debt holders 2. Rating Agencies: Targeting updated rating 3. Counterparties: Provide detailed information on the Transaction, business, and operations to vendors, LNG trading counterparties, governments, regulators, and customers


 
“New NFE” Update 13


 
“New NFE” Update 14 What is “New NFE”? “New NFE” will consist of a portfolio of LNG import terminals, power plants, & a portfolio of natural gas La Paz terminal Pichilingue power plant Puerto Sandino power plant San Juan terminal Fast LNG 1 Puerto Sandino terminal 1. Own, operate and manage LNG terminals, power plants, and logistics 2. Supply long -term downstream contracts that are material with long -term demand “New NFE’s” core business Assets 3 LNG terminals 2 power plants 10 turbine portfolio Gas Supply 1.5 MTPA liquefier 2.5 MTPA 20 -year gas contracts = 4 MTPA total gas supply Demand ~125 TBtu current demand 13 -year W.A. contract life $3.60 Avg. net spread


 
“New NFE” Update 15 “New NFE” will have a portfolio of 4 MTPA of gas Goal is to fully utilize supply with matched downstream portfolio 2. VG Contracts1. FLNG1 1.5 MTPA (75 TBtu) Nameplate capacity Operational since August 2024 VG Plaquemines 1 MTPA expected January 2027 VG CP2 1.5 MTPA Expected 2029


 
“New NFE” Update 16 In addition to the current operations, we expect earnings will be augmented through 3 major initiatives 2. Puerto Rico gas conversions Significant gas conversion opportunity Potential to more than double existing demand 1. Completion of Nicaragua Terminal Puerto Sandino Terminal Power plant complete Terminal commissioning expected October 2026 (5) 3. Deployment of turbine portfolio TM2500 Turbines Own a portfolio of 10 TM2500 turbines (in high demand globally) with the objective of leasing units in conjunction with a gas supply agreement Completed Megagens Palo Seco (3 & 4) Approved Mayaguez Cambalache PREB Conditionally Approved Aguirre CCSan Juan (7 & 9) Near Term Priority PREB Application Submitted


 
“New NFE” Update 17 Financials Q3'26 Annualized Q4'26 Annualized FY'2027 Run -Rate (9) TBtu (x) Margin (6) = $mm TBtu (x) Margin = $mm TBtu (x) Margin = $mm TBtu (x) Margin = $mm Islandwide (Today) 50 $2.90 $145 50 $2.90 $145 50 $2.90 $145 50 $3.20 $160 Genera - - $20 - - $20 - - $20 - - $20 Puerto Rico 50 $3.30 $165 50 $3.30 $165 50 $3.30 $165 50 $3.60 $180 (+) Mexico 13 $5.20 $65 13 $5.20 $65 13 $5.20 $65 13 $5.20 $65 (+) Market Volumes (i) 8 $3.10 $25 8 $3.10 $25 16 $2.00 $30 16 $0.75 $15 (+) Ops/Boiloff 4 - - 4 - - 5 - - 5 - - (-) SG&A - - ($140) - - ($140) - - ($100) - - ($100) "New NFE" AEBITDA (7)(8) 75 $115 75 $115 84 $160 84 $160 (+) P. Rico Conversions - - - - - - 20 $4.50 $90 20 $4.80 $95 (+) Nicaragua - - - - - - 23 $3.75 $85 23 $3.75 $85 (+) Turbines - - - - - $75 - - $75 - - $75 "New NFE" Total AEBITDA (7)(8) 75 $115 75 $190 126 $410 126 $415 Note: Excludes $127 million remaining Cheniere Novation proceeds. Note: Excludes net ship margin. i. Uses TTF - $1.00 forward curve as of 2/27/2026.


 
Appendix 18


 
Appendix 19 Key terms: Debt and preferred equity New NFE Term Loan Facility • Senior Secured Term Loan Facility Size • $527.5mm plus • Up to $116M to the extent election to exchange up to $231mm of preferred equity is exercised (10) Issuer • New Fortress Energy Inc. Security / Collateral • Liens on substantially all assets of the Borrower and Guarantors, junior only to the liens securing the New NFE LC Facility • Collateral does not include FLNG2 assets, other Excluded Assets, and other assets to be agreed Maturity • 5 years from Restructuring Effective Date Interest Rate • S + 6.125% with the option for the first 18 months of interest to be paid -in-kind (at an increased rate of + 7.625%) Financial Covenants • None Basket Flexibility • Flexibility to allow for new money if certain minimum liquidity threshold is not maintained through closing and trough liquidity New NFE Preferred Equity Amount • Up to $2,500mm, depending on Equity -for-Debt elections Issuer • New Fortress Energy Inc. Maturity • 3 years from Restructuring Effective Date PIK Dividend • Year 1: 3.0% • Year 2: 5.0% • Year 3: 7.0% • PIK dividend to be compounded and payable quarterly Conversion • At maturity, preferred converts into 87% of common equity (regardless of increase due to PIK interest), reduced pro rata to the extent preferred in paid off Early Prepayment • Company may redeem preferred equity at any time • Partial prepayment subject to certain limitations Preferred Equity -for- Debt Exchange Option • Up to $231mm of R -1 and R -2 RCF Preferred Stock can be converted at a 2 -to-1 ratio into a total of $116mm of Term Loan; seller gives up proportionate amount of Common Equity allocation • Of the Preferred Stock exchanged, 50% will be reallocated pro rata to Preferred Stockholders which do not participate in the Preferred Stock for Term Loan Exchange or Preferred Stock Cash Out Preferred Stock Cash Out • Up to $301mm of R -1 RCF, R -2 RCF, and TLA Preferred Equity can be cashed out at 25 cents on the dollar (to be funded via management and/or other stakeholders); buyer also receives proportionate Common Equity allocation


 
Appendix – Growth Initiatives 20 We have 3 major growth initiatives 1. Puerto Rico conversions 2. Completion of Nicaragua terminal 3. Deployment of 10 TM2500 turbine portfolio


 
Appendix – Growth Initiatives 21 (i) Public -Private Partnerships Authority, “Partnership Committee Report: Puerto Rico Public -Private Partnership for the Puerto Rico Electric Power Thermal Generation Facilities”, October 17, 2022. (ii) LUMA Resource Accuracy Report. (iii) https://www.eia.gov/states/RQ/overview (iv) https://grupocne.org/2024/10/09/connecting -the-dots -of-the-puerto -rico -electric -power -system/ 1. We have executed a 7 -year Puerto Rico GSA for 75 TBtu, with a minimum of 40 TBtu take -or-pay 1981 average year built (i) ~60% runs on diesel or HFO (iii) 15x more likely to be without power than mainland U.S. (ii) ~50% of installed capacity permanently offline (iv) Puerto Rico suffers from an aging and fragile generation system Gas contract now in place is the foundation to convert and modernize the PREPA thermal fleet The problem has been… • Puerto Rico’s Energy Regulator (PREB) has required long -term security of gas supply and federal funding to greenlight conversion works on the island Situation today • PREB has approved 3 gas conversion sites , and we expect the remaining sites to be approved soon • The Department of Energy and FEMA have committed ~$150mm in capital to fund the conversions


 
Appendix – Growth Initiatives 22Note: Gas consumption is quoted at nameplate capacity of generation sites. Current volumes ~50 TBtu; Conversions at 50% dispatch could add up to ~75 TBtu; Total demand of up to 125 TBtu by EOY 2026 Megagens Palo Seco (3 & 4) Mayaguez Cambalache San Juan (7 & 9) Aguirre Total 50% 4 TBtu 18 TBtu 9 TBtu 8 TBtu 9 TBtu 27 TBtu 76 TBtu 75% 5 TBtu 27 TBtu 14 TBtu 12 TBtu 13 TBtu 41 TBtu 114 TBtu 100% 7 TBtu 37 TBtu 19 TBtu 16 TBtu 18 TBtu 55 TBtu 152 TBtu Completed Megagens 81 MW 7 TBtu Diesel PREB Conditionally Approved Mayaguez 220 MW 19 TBtu Diesel Cambalache 165 MW 16 TBtu Diesel Near Term Priority San Juan (7 & 9) 200 MW 18 TBtu HFO PREB Application Submitted Aguirre CC 592 MW 55 TBtu Diesel 1. The first gas conversion is complete. Palo Seco 3 & 4 were approved on 3/6, and we expect the remaining units to be approved soon Palo Seco (3 & 4) 432 MW 37 TBtu HFO Approved


 
Appendix – Growth Initiatives 23(i) Gas and Diesel Contract Prices Based on Commodity Pricing as of March 3 rd , 2026. (ii) Gas consumption based on 50% dispatch of the Megagens Units. 1. Gas conversions deliver immediate savings & reliability to Puerto Ricans Palo Seco Megagens successfully commissioned to run on gas from diesel fuel Natural gas savings overview Site Details # of Units 3 turbines Capacity per unit 27 MW Heat Rate 10,590 Btu/kWh Plant Type Peaker Original COD 2019 Technology Hitachi -GE combustion turbines Even as smaller generation units, this conversion results in significant estimated savings of ~$48mm/annually ~$23 Diesel Price $ / MMBtu (i) Gas Price $ / MMBtu (i) ~$11(-) (=) Savings ~$12 / MMBtu (x) Gas Consumption (ii) 4 TBTU (=) Annual Savings ~$48mm Est. Annual Savings Savings $ / MMBtu ~$12.00


 
Appendix – Growth Initiatives 24 2. Nicaragua Nicaragua consists of a fully constructed 300 MW power plant & an LNG terminal that is nearing completion • 100% complete and ready for commissioning • Adjacent to IDB high -voltage transmission line • PPA with state distribution company • Receives LNG from NFE’s terminal through gas pipeline • The marine infrastructure is under development • Terminal commissioning expected October 2026 (5) • Nearshore terminal with gas pipeline to power plant Power plant: 300 MW installed capacity Terminal: 3 MTPA terminal capacity (5) Receiving terminal Permanent mooring system Visiting LNGC to resupply vessel Terminal Development Subsea Pipeline Connection to Existing Land Pipeline and Powerplant


 
Appendix – Growth Initiatives 25 3. Turbine portfolio We have a portfolio of 10 TM2500 turbines that are ready for deployment in an extremely tight leasing & sales market TM2500 turbines There is a significant opportunity to lease the units for temporary power deployment in combination with natural gas supply to enter and develop new markets 10 Units available in Q1’26 306 MW Total (ISO conditions on NG) 2,691 Avg. run hours per unit 502 Avg. starts per unit 2014 Unit year of manufacture


 
26 Disclaimers IN GENERAL. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This doc ume nt, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” FORWARD -LOOKING STATEMENTS: All statements contained in this Presentation other than historical information are forward -looking statements that involve known and unknown risks and relate to future events, our future performance or our projected results. You can identify these forward -looking statements by the use of forward -looking words such as “expects,” “may,” “will,” “can,” “could,” “should,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “believes,” “schedules,” “progress,” “targets,” “budgets,” “outlook,” “trends,” “forecasts,” “projects,” “guid anc e,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” or the negative version of these terms or other comparable words. Forward looking statements include but are not limited to: our ability to achieve o ur Illustrative Goals, including our Illustrative Total Segment Revenue Goal, our Illustrative Adjusted EBITDA and our Illustrative EPS, our ability to achieve a successful settlement related to the early termination of our contr act s to provide emergency power services in Puerto Rico, our ability to increase volumes in Mexico, Puerto Rico, Jamaica and Brazil the successful development, construction, completion, operation and/or deployment of facilities, inc lud ing our FLNG 1, FLNG 2, Brazil and Nicaragua projects, on time, within budget and within the expected specifications, capacity and design;; our ability to build out our Klondike Digital Infrastructure business, includi ng our planned portfolio of 2 GW of turbines and our entry into any contracts related to these turbines; our ability to generate long duration cash flows with high -quality credit tenants; our ability to achieve our Illustrative EBITDA go als for our Brazil business, our expectations regarding decreases in Capex and the ability to finance our Portocem facility; our ability to bring the rest of our terminals online in 2024, as well as meet our capacity goals and expe cte d utilization goals at the terminals; our ability to finance our 2025 Notes, our ability to achieve an improved leverage ratio, our ability to reduce the projected total capital expenditures throughout 2024 and going forward; an d future strategic plans. These forward -looking statements are necessarily estimates based upon current information and involve a number of risks, uncertainties and other factors, many of which are outside of the Company’s control. Actual results or events may diff er materially from the results anticipated in these forward looking statements. Specific factors that could cause actual results to differ from those in the forward looking statements include, bu t are not limited to: failure to implement our business strategy as expected; risks related to the development, construction, commissioning and completion of facilities, including cost overruns and delays; failure to convert ou r customer pipeline into actual sales; risks related to the operation and maintenance of our facilities and assets; risks related to the operation and maintenance of our facilities and assets; failure of our third party contracto rs, equipment manufacturers, suppliers and operators to perform their obligations for the development, construction and operation of our projects, vessels and assets; the risk that the financing transactions cannot be executed d ue to market conditions and/or the Company’s ability to negotiate acceptable terms; inability to successfully develop and implement our technological solutions, including our Fast LNG technology, or that we do not receive the benefits we expect from the Fast LNG technology; cyclical or other changes in the LNG and natural gas industries; competition in the energy industry; risks related to the approval and execution of definitive documen tation; the receipt of permits, approvals and authorizations from governmental and regulatory agencies on a timely basis or at all; new, or changes to, existing governmental policies, laws, rules or regulations, or the administr ation thereof; failure to maintain sufficient working capital and to generate revenues, which could adversely affect our ability to fund our projects; adverse regional, national, or international economic conditions, adverse capital ma rke t conditions and adverse political developments; and the impact of public health crises, such as pandemics and epidemics and any related company or government policies and actions to protect the health and safety of indivi dua ls or government policies or actions to maintain the functioning of national or global economies and markets. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Company’s forwa rd -looking statements. Other known or unpredictable factors could also have material adverse effects on future results. Any forward -looking statement speak only as of the date on which it is made, and we undertake no duty to update or revise any forward -looking statements, even though our situation may change in the future, or we may become aware of new or updated information relating to such forward -looking statements. New factors emerge from time to time, and it is not possible for the Company to predict all such factors. When considering these forward -looking statements, you should keep in mind the risk factors and other cautionary statements included in New Fortress Energy Inc.’s annual and quarterly reports filed with the Securities and Exchange Commission, which could cause its actual results to differ materiall y from those contained in any forward -looking statement. PAST PERFORMANCE. Our past performance is not a reliable indicator or indicative of future results and should not be relied u pon for any reason. There can be no assurance that the future performance of the Company, or any project, investment or asset of the Company, will be profitable or equal any corresponding indicated historical performance l eve l(s). ILLUSTRATIVE ECONOMICS. Illustrative economics are hypothetical values based on specified assumptions that are aspirational i n nature rather than management’s view of projected results. Actual results could differ materially and the hypothetical assumptions on which this illustrative data is based are subject to numerous risks and uncertainties.


 
27 Disclaimers No Offer or Solicitation The information set forth in this presentation is not an offer to sell or exchange, or solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for, any securities, or the solicitation of a proxy, consent, or authorization in any jurisdiction or any vote or approval in any jurisdiction in connection with the transaction, the related stockholder approvals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the Unit ed States absent registration under the Securities Act of 1933 (the “Securities Act”) or pursuant to an exemption from, or in a transaction not subject to, such regi stration requirements. Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the transaction and the related stockholder approv als . In connection with the transaction and the related stockholder approvals, NFE will file with the SEC a proxy statement (as amended or supplemented from time to time, the “proxy statement”). BEFORE MAKING ANY VOTING DECISIO N, NFE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AND THE RELATED STOCKHOLDER APPROVALS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TR ANSACTION AND THE RELATED STOCKHOLDER APPROVALS AND THE PARTIES TO THE TRANSACTION. Copies of the proxy statement and other relevant materials and any other documents filed by NFE with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, stockholders and investors may obtain free copies of the proxy statement and other relevant materials by directi ng a request to: New Fortress Energy Inc., 111 W. 19th Street, 8th Floor, New York, New York 10011, Attention: Investor Relations. Participants in Proxy Solicitation NFE and certain of its directors and executive officers and other members of management and employees may be deemed to be par tic ipants in the solicitation of proxies from NFE’s stockholders in respect of the transaction and the related stockholder approvals. Information about the directors and executive officers of NFE, including a description of the ir direct or indirect interests, by security holdings or otherwise, is set forth in NFE’s Annual Report on Form 10 -K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025, and NFE’s Definitive Proxy Statemen t on Schedule 14A, filed with the SEC on April 29, 2025, including under the headings “Executive Compensation,” “Compensation Committee Report,” “Director Compensation” and “Security Ownership of Management and Cer tain Beneficial Owners.” To the extent holdings of NFE common stock by the directors and executive officers of NFE have changed from the amounts disclosed in such filings, such changes have been or will be refl ect ed on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, in each case filed with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitations in connection with the Transaction, and a description of any interests that they have in the Transact ion , by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC regarding the Transaction and the related stockholder approvals when they become available. Stockholders, potential investors , and other interested persons should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.


 
28 1. The Company is also issuing approximately $527.5 million in debt in exchange for the NFE corporate debt along with the $2.5 b ill ion in preferred equity of the Company and the issuance of 65% of the Company’s common equity. 2. The Company has entered into an agreement with over 50% of its existing creditors by value. The Company continues to discuss the transaction with other creditors that have not yet signed the agreement. 3. The Company’s corporate debt could increase to approximately $640 million if certain preferred stockholders exchange preferre d s tock for debt. This estimate does not include a potential capital raise if the Company does not meet minimum liquidity thresholds. 4. The Company has also agreed that a subsidiary that owns the Company’s FLNG 2 Assets will issue $400 million in non -recourse ter m loans and $200 million in preferred equity which will be distributed to lenders and noteholders with senior liens on the Company’s FLNG 2 Assets 5. "Terminal commissioning", "Operational", "Completed", "COD", "Placed into service" or "commercial operation date", "Deploymen t" or similar statuses (either capitalized or lower case) with respect to a particular project means we expect gas to be made available in the near future , gas has been made available to the relevant project, or that the relevant project is in full commercial operations. Where g as is going to be made available or has been made available but full commercial operations have not yet begun, full commercial operations will occur later than, and may occur sub stantially later than, our reported Operational, Completion or Deployment date, and we may not generate any revenue until full commercial operations have begun. We cannot assure you if or when such projects will reach fu ll commercial operation. Our ability to export liquefied natural gas depends on our ability to obtain export and other permits from governmental and regulatory agencies. No assurance can be given that we will receive required p erm its, approvals and authorizations from governmental and regulatory agencies in connection with the exportation of liquefied natural gas on a timely basis or at all or that, once received, we will be able to maintain in f ull force and effect, renew or replace such permits, approvals and authorizations. 6. Margin: Management's expectations for the margin that it expects to achieve for each MMBtu when LNG or gas is being delivere d u nder each demand contract for the applicable region or to the market. Estimates regarding the margin for market volumes are based on recent market pricing and forward projected pricing, but these numbers may fluctuate d ram atically, particularly in light of current political developments in the Middle East and elsewhere. Actual circumstances could differ materially from the assumptions underlying contractual margin, and actual performance and r esu lts could differ materially from, and there can be no assurance that they will reflect, our corporate goal. 7. "Adjusted EBITDA" is not a measurement of financial performance under GAAP and should not be considered in isolation or as an alternative to income from operations, net income, cash flow from operating activities or any other measure of performance or liquidity derived in accordance with GAAP. We believe this non -GAAP measure, as we have defined it, of fers a useful supplemental view of the overall operation of our business in evaluating the effectiveness of our ongoing operating performance in a manner that is consistent with metrics used for management's evaluati on of the Company's overall performance and to compensate employees. We believe that Adjusted EBITDA is widely used by investors to measure a company's operating performance without regard to items such as interest expe nse , taxes, depreciation, and amortization which vary substantially from company to company depending on capital structure, the method by which assets were acquired and depreciation policies. Further, we exclude certa in items from our SG&A not otherwise indicative of ongoing performance. We calculate Adjusted EBITDA as net income, plus transaction and integration costs, contract termination charges and loss on mitigations sales, dep rec iation and amortization, asset impairment expense, interest expense (net), other expense (income), net, loss on extinguishment of debt, changes in fair value of non -hedge derivative instruments and contingent consideration, tax expense, and adjusting for certain items from our SG&A not otherwise indicative of ongoing operating performance, including non -cash share -based compensation and severance expense, non -capitalizable development expenses , cost to pursue new business opportunities and expenses associated with changes to our corporate structure, plus our pro rata share of Adjusted EBITDA from certain unconsolidated entities, less the impact of equi ty in earnings (losses) of certain unconsolidated entities plus certain non -capitalizable contract acquisition costs. Adjusted EBITDA is mathematically equivalent to our Total Segment Operating Margin, as reported in the segment disclos ure s within our financial statements, minus Core SG&A, including our pro rata share of such expenses of certain unconsolidated entities. Core SG&A is defined as total SG&A adjusted for non -cash share -based compensation a nd severance expense, non -capitalizable development expenses, cost to pursue new business opportunities and expenses associated with changes to our corporate structure. Core SG&A excludes certain items from our SG&A no t otherwise indicative of ongoing operating performance. The principal limitation of Adjusted EBITDA is that it excludes significant expenses and income that are required by GAAP to be recorded in our financial statemen ts. Investors are encouraged to review the related GAAP financial measures and the reconciliation of Adjusted EBITDA to our GAAP net income, and not to rely on any single financial measure to evaluate our business. Adjusted EB ITD A does not have a standardized meaning, and different companies may use different Adjusted EBITDA definitions. Therefore, Adjusted EBITDA may not be necessarily comparable to similarly titled measures reported by oth er companies. Moreover, our definition of Adjusted EBITDA may not necessarily be the same as those we use for purposes of establishing covenant compliance under our financing agreements or for other purposes. Adjusted EBI TDA should not be construed as alternatives to net income and diluted earnings per share attributable to New Fortress Energy, which are determined in accordance with GAAP. Endnotes


 
29 8. "Adjusted EBITDA Forecast" is our forward -looking target for Adjusted EBITDA for the relevant period and is less Estimated SG&A, including the pro rata share of SG&A from unconsolidated entities. This presentation assumes that (i) the Company begins earning revenues related to power dispatch & capacity payments from its operations in Nicaragua in Janua ry 2027 (assumptions reflect revised proposal which would supersede existing contract in place), (ii) the Company resumes supply to San Juan’s Unit 6 in the second quarter of 2026 following maintenance and begins to delive r g as to additional sites in Puerto Rico in 2027 following conversion of existing diesel facilities to natural gas, and (iii) the Company begins to receive lease revenue from its turbines beginning in October 2026. The Company p lan s to enter into a sale leaseback transaction to sell 10 turbines to a third party and lease the turbines back at $305K per turbine per month with certain inflation adjustments and purchase rights. The Company expects to rec eive lease revenue of $1 million per month for each turbine less the lease payment to the owner of the turbines and associated operating costs. There can be no assurance that the Company will receive revenues from any of th ese three initiatives under the projected timing included in the financial projections. Our projected cost of natural gas assumes a reduction of $0.30 per MMBtu for FLNG 1 in the fourth quarter of 2027 resulting from negotiatio ns of feedgas sourcing. References to volumes, percentages of such volumes ( i) are not based on the Company's historical operating results, which are limited, and (ii) do not purport to be an actual representation of our futu re economics. These estimates do not include the cost of the Company’s transportation vessel for Nicaragua until the project begins earning revenues in 2027, at which point this cost is reflected in the Nicaragua project A EBI TDA. Actual circumstances could differ materially from the assumptions, and actual performance and results could differ materially from, and there can be no assurance that they will reflect, our corporate forecast. 9. Run -Rate is based on management’s estimate of 2029 financial results which includes projected revenues from the Company’s operat ions in Nicaragua, revenue from the conversion of existing diesel facilities to natural gas additional sites in Puerto Rico and lease revenue from the Company’s turbines. These estimates do not include the financial imp act of the receipt of any volumes from the Venture Global CP2 facility. Actual circumstances could differ materially from the assumptions, and actual performance and results could differ materially from, and there can be no ass urance that they will reflect, our corporate forecast. 10. This estimate does not include a potential capital raise if the Company does not meet minimum liquidity thresholds. Endnotes


 

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New Fortress Energy Announces Separation of Brazilian Operations as Part of Broader NFE Inc. Recapitalization Transaction
 
NEW YORK, NY; RIO DE JANEIRO, BRAZIL — March 17, 2026 — New Fortress Energy Inc. (NASDAQ: NFE) ("NFE") today announced it will separate its Brazilian operations into an independent, standalone energy platform (“BrazilCo” or “the Company”) as part of NFE’s broader recapitalization transaction (the “Transaction”) to be implemented via consensual UK Restructuring Plan (“UK RP”). This separation is expected to position BrazilCo for continued growth while strengthening Brazil’s energy infrastructure and security.
Following the closing of transaction, the newly independent Brazilian entity, headquartered in Rio de Janeiro, will be owned by a consortium of leading global institutional investors with deep expertise in infrastructure development and long-term value creation, extensive experience investing across Brazilian asset classes and over $20 trillion in assets under management.
The new ownership group is committed to supporting the Company with a strong, well-capitalized balance sheet designed to enable disciplined growth, operational resilience, and long-term value creation. The Company will continue to be led by Brazil-based executives Leandro Cunha and Jeremy Dawson, each of whom brings decades of experience as energy operators. Their continued leadership will help to ensure smooth execution and completion of existing projects in Barcarena, while positioning the business for expansion across southern Brazil utilizing the Company’s TGS Terminal in Santa Catarina. With the support of the Company’s new shareholders, Leandro and Jeremy will work to maintain strong existing relationships with local stakeholders, customers, investors, contractors, and regulatory counterparties.
Driving Brazil's Energy Future
As an independent platform, the Company will be well positioned to address Brazil's growing energy demand and the country's increasing focus on reliable, secure and flexible energy solutions.
The Company’s key strategic priorities and assets include:
Standalone Gas and Vessel Supply: Securing standalone gas supply and vessel support remains a top priority for BrazilCo with a process underway to fulfil these needs in the coming months. BrazilCo will maintain existing gas supply from NFE through the pendency of the UK RP.
Barcarena Cluster: Advancing and completing the development of the 624 MW CELBA 2 and 1.6 GW PortoCem power plants, supplied by the 5.9 MTPA Barcarena terminal, to bring critical energy infrastructure online
TGS Terminal: Advancing and realizing the potential of the Terminal de Gás Sul (TGS) opportunity in Santa Catarina including participation in expected LRCAP capacity auctions in March 2026. TGS is a cornerstone infrastructure asset for southern Brazil, providing critical and flexible access to natural gas for power generation in a region with limited alternative gas supply options. This critical asset provides opportunity to further enhance economic development beyond opportunity via the
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LRCAP capacity auctions as BrazilCo continues to pursue supply opportunities with industrial partners in line with the Company’s successful strategy in Barcarena.
Together, the Barcarena and TGS projects are expected to drive meaningful economic development and employment growth, creating opportunities for hundreds of direct construction jobs and thousands of indirect employment opportunities across engineering, operations, and support services.
This separation will occur at a corporate level above the Brazil structure and will not affect the underlying business or day-to-day operations in Brazil. BrazilCo remains committed to working with local suppliers, contractors, and communities to maximize local economic benefits and development.
“This new chapter marks an important milestone for our business in Brazil,” said Leandro Cunha, Managing Director of BrazilCo. “With a strong portfolio of strategic infrastructure assets and projects under development, we believe the Company is well positioned to continue delivering reliable and flexible energy solutions to support Brazil’s growth. The strength and commitment of our new shareholder group, combined with their deep experience in delivering infrastructure assets, further reinforces our ability to execute on our projects and capture the significant opportunities ahead.”
The transaction is expected to close in mid-2026, subject to customary conditions and regulatory approvals.
About BrazilCo
Following the separation, the Brazilian entity will operate as an independent energy infrastructure platform focused on liquefied natural gas (LNG) importation, regasification, and power generation. With strategic assets in Barcarena and Santa Catarina and a strong and well-capitalized financial foundation, the Company is committed to delivering reliable, cleaner energy solutions that support Brazilian industry and economic growth.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements,” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular, any statements about our plans, strategies, objectives, initiatives, roadmap and prospects. We generally use the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “aim” and similar expressions in this press release to identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements, include, but are not limited to, statements related to the Transaction, including NFE’s ability to complete the Transaction on the terms currently contemplated, on the timeline contemplated or at all; the Company’s business following its separation from NFE; and NFE’s and the Company’s ability to realize the intended benefits of the Transaction. NFE’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in NFE’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Risk Factors” in Part I, Item 1A of NFE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and the section entitled “Risk Factors” in Part II, Item 1A of NFE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those identified herein, could cause our results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, we do not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of the filing of this press release or to reflect the occurrence of unanticipated events or otherwise.

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No Offer or Solicitation
The information set forth in this press release is not an offer to sell or exchange, or solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for, any securities, or the solicitation of a proxy, consent, or authorization in any jurisdiction or any vote or approval in any jurisdiction in connection with the Transaction, the related stockholder approvals or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933 (the “Securities Act”) or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the Transaction and the related stockholder approvals. In connection with the Transaction and the related stockholder approvals, NFE will file with the SEC a proxy statement (as amended or supplemented from time to time, the “proxy statement”). BEFORE MAKING ANY VOTING DECISION, NFE’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION AND THE RELATED STOCKHOLDER APPROVALS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE RELATED STOCKHOLDER APPROVALS AND THE PARTIES TO THE TRANSACTION. Copies of the proxy statement and other relevant materials and any other documents filed by NFE with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, stockholders and investors may obtain free copies of the proxy statement and other relevant materials by directing a request to: New Fortress Energy Inc., 111 W. 19th Street, 8th Floor, New York, New York 10011, Attention: Investor Relations.
Participants in Proxy Solicitation
NFE and certain of its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from NFE’s stockholders in respect of the Transaction and the related stockholder approvals. Information about the directors and executive officers of NFE, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in NFE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 10, 2025, and NFE’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2025, including under the headings “Executive Compensation,” “Compensation Committee Report,” “Director Compensation” and “Security Ownership of Management and Certain Beneficial Owners.” To the extent holdings of NFE common stock by the directors and executive officers of NFE have changed from the amounts disclosed in such filings, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3, Statements of Changes in Beneficial Ownership on Form 4 or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5, in each case filed with the SEC. Other information regarding the persons who may be deemed participants in the proxy solicitations in connection with the Transaction, and a description of any interests that they have in the Transaction, by security holdings or otherwise, will be contained in the proxy statement to be filed with the SEC regarding the Transaction and the related stockholder approvals when they become available. Stockholders, potential investors, and other interested persons should read the proxy statement carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.


# # #

Investors
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ir@newfortressenergy.com

Media
press@newfortressenergy.com

Source: New Fortress Energy Inc.

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FAQ

What major transaction did New Fortress Energy (NFE) announce in this 8-K?

New Fortress Energy announced a comprehensive Restructuring Support Agreement with key creditor groups. The deal uses a UK Restructuring Plan to exchange about $5.7 billion of funded debt into new term loans, up to $2.5 billion of convertible preferred stock, and 65% of NFE common equity.

How will the New Fortress Energy restructuring affect existing NFE shareholders?

Existing NFE shareholders will see their ownership reduced to 35% of common equity at closing. Their stake can be further diluted because the new CoreCo convertible preferred stock must convert after three years into 87% of fully diluted common equity if it is not fully redeemed in cash.

What is the planned separation of BrazilCo and “New NFE” in the NFE transaction?

The plan splits NFE into two independent companies. BrazilCo will hold Brazilian terminals and power plants as a private company owned by creditors, while “New NFE” remains public, owning the remaining LNG‑to‑power assets and operating with a significantly reduced corporate debt load and new capital structure.

How much will New Fortress Energy’s corporate debt be reduced under the plan?

Corporate debt at “New NFE” is targeted to fall from roughly $5.7 billion of funded obligations to about $527.5 million of new senior secured term loans. Additional non‑recourse FLNG 2 debt and preferred equity will be issued at a subsidiary that owns the company’s Fast LNG 2 assets.

What are the key terms of the new CoreCo convertible preferred stock issued by NFE?

The CoreCo convertible preferred stock will have up to $2.5 billion in aggregate liquidation preference, a PIK dividend of 3%, 5% and 7% over three years, and mandatory conversion on the third anniversary into 87% of fully diluted NFE common equity as of closing if not fully redeemed earlier.

What approvals and conditions must New Fortress Energy satisfy to close this restructuring?

The transaction requires UK High Court sanction of the restructuring plans, U.S. chapter 15 recognition, definitive documentation, various regulatory and third‑party consents, and stockholder approval for charter amendments, increased authorized shares, a potential reverse split, and Nasdaq‑related share issuance limits.

What happens if New Fortress Energy cannot complete the announced Transaction?

NFE states that failure to complete this Transaction or alternatives would likely require additional restructuring measures. These could include further out‑of‑court efforts or in‑court proceedings in the UK or U.S., which the company notes could materially and adversely impact stockholders’ interests in NFE.

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