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Nasdaq warns New Fortress Energy (NASDAQ: NFE) on sub-$1 bid price and delisting risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

New Fortress Energy Inc. received a notice from Nasdaq that its Class A common stock no longer meets the exchange’s minimum bid price requirement. The closing bid has stayed below $1.00 per share for 30 consecutive trading days, triggering a deficiency under Nasdaq Listing Rule 5450(a)(1).

The stock remains listed for now, and the company has 180 calendar days, until October 28, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive trading days while meeting other listing standards. The company plans to monitor its share price and seek stockholder approval for a reverse stock split to help restore compliance, but there is no assurance these efforts will succeed, and the shares could ultimately face delisting.

Positive

  • None.

Negative

  • Nasdaq minimum bid-price deficiency and potential delisting: The company’s stock has traded below $1.00 for 30 consecutive trading days, triggering a Nasdaq deficiency notice and starting a 180-day cure period that could lead to delisting if not resolved.

Insights

Nasdaq bid-price deficiency creates delisting risk; reverse split planned but outcome uncertain.

New Fortress Energy Inc. has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after 30 consecutive trading days below that level. The stock remains on the Nasdaq Global Market, but it is now in a formal 180-day cure period ending on October 28, 2026.

To regain compliance, the closing bid must reach at least $1.00 and stay there for 10 straight trading days while other listing criteria are satisfied. The company states it intends to seek shareholder approval for a reverse stock split, a common mechanical step that raises the per-share price without changing overall equity value.

If the price does not recover during the compliance window, the shares may be delisted, which can reduce liquidity and move trading to over-the-counter markets. Actual impact will depend on shareholder approval of the reverse split and market reaction during the cure period.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum bid price requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) threshold
Deficiency trigger period 30 consecutive trading days Time stock traded below $1.00 bid
Initial compliance period 180 calendar days Grace period to regain bid-price compliance
Compliance deadline October 28, 2026 End of initial Nasdaq cure period
Required compliant trading span 10 consecutive trading days Days bid must be at least $1.00
Minimum Bid Price Requirement regulatory
"Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”)"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Listing Rule 5450(a)(1) regulatory
"Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days"
reverse split financial
"the Company intends to seek stockholder approval for the implementation of a reverse split of the Company’s outstanding common stock"
A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.
forward-looking statements regulatory
"The information in this on includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Understanding 8-K Material Events →
FALSE0001749723111 W. 19th Street, 8th FloorNew YorkNY00017497232026-05-012026-05-01

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): May 1, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 1, 2026, New Fortress Energy Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Global Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days.

The Notice has no immediate effect on the listing of the Common Stock on Nasdaq. Pursuant to the Nasdaq Listing Rules, the Company has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to October 28, 2026, and the Company must otherwise satisfy Nasdaq’s requirements for continued listing. If the Company does not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, the Common Stock will be subject to delisting.

The Company intends to actively monitor the closing bid price of its Common Stock and evaluate all available options to regain compliance with the applicable Nasdaq listing rules. To that end, the Company intends to seek stockholder approval for the implementation of a reverse split of the Company’s outstanding common stock. Although the Company is taking definitive steps to regain compliance with the applicable rules, there can be no assurance that the Company will be successful in its effort to regain compliance with the Nasdaq listing rules.

Cautionary Statement Regarding Forward Looking Statements

The information in this Current Report on Form 8-K 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 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 Company’s intent or ability to regain compliance with the Nasdaq listing rules and the Company’s intentions to actively monitor the closing bid price of the Common Stock and to evaluate available options to regain compliance with the Nasdaq listing rules within the required time period. 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, including the risks described 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, 2025 and elsewhere in the Company’s quarterly and other reports filed with the U.S. Securities and Exchange Commission. 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.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





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: May 7, 2026By:/s/ Christopher S. Guinta
 Name:Christopher S. Guinta
 Title:Chief Financial Officer



Source: View Original Filing on SEC EDGAR

FAQ

Why did New Fortress Energy (NFE) receive a Nasdaq deficiency notice?

New Fortress Energy received a Nasdaq notice because its Class A common stock’s closing bid price stayed below $1.00 per share for 30 consecutive trading days. Nasdaq Listing Rule 5450(a)(1) requires a minimum bid of $1.00 for continued listing on the Nasdaq Global Market.

What does the Nasdaq minimum bid price rule mean for NFE stock?

Nasdaq rules require NFE’s stock to maintain a closing bid of at least $1.00 per share for continued listing. Falling below that level for 30 straight trading days triggered a deficiency notice and started a 180-day grace period to regain compliance.

How long does New Fortress Energy have to regain Nasdaq compliance?

New Fortress Energy has an initial 180 calendar days, until October 28, 2026, to regain compliance. The stock must achieve a closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days within this cure period.

What steps is New Fortress Energy planning to take to fix the Nasdaq issue?

The company plans to actively monitor its stock price and evaluate available options to restore compliance. It specifically intends to seek stockholder approval for a reverse stock split of its outstanding common shares as a potential way to increase the per-share trading price.

Could New Fortress Energy be delisted from Nasdaq if it fails to comply?

Yes. If New Fortress Energy does not regain compliance within the allowed period, including any Nasdaq extensions, its common stock will be subject to delisting. Delisting would remove the shares from the Nasdaq Global Market, potentially affecting trading liquidity and investor access.

Does the Nasdaq notice immediately affect trading in NFE shares?

The Nasdaq notice has no immediate effect on trading in NFE shares. The stock continues to trade on the Nasdaq Global Market while the company works through the 180-day compliance period to restore its bid price to at least $1.00 per share.

Filing Exhibits & Attachments

3 documents

Other Documents