New Fortress Energy (NFE) non-compliance notice; possible Feb 16, 2026 extension

Rhea-AI Filing Summary

New Fortress Energy Inc. (NFE) disclosed that on August 19, 2025 Nasdaq's Listing Qualifications Department notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the company has not filed its periodic report for the period ended June 30, 2025. The notice gives 60% (sixty calendar days) to submit a plan to regain compliance and, if accepted, Nasdaq may grant up to February 16, 2026 to file the report and regain compliance. The notice has no immediate effect on listing or trading, but failure to regain compliance could lead to delisting of the Class A common stock. The company states it is working to finalize and file the late periodic financial reports as soon as possible.

Positive

• Notice has no immediate impact on listing or trading of Class A common stock
• Nasdaq may grant an extension allowing the company until February 16, 2026 to file the late report
• Company states it is working diligently to finalize and file the late periodic financial reports

Negative

• Late filing of the periodic report for the period ended June 30, 2025
• Potential delisting risk if the company fails to regain compliance within Nasdaq timelines
• Disclosure gap may increase market volatility and reduce investor confidence until filings are posted

Insights

Corporate Compliance Specialist

Nasdaq notice signals a procedural compliance issue with clear timelines.

The company received a Nasdaq notice for failing to file the periodic report for the period ended June 30, 2025, triggering a 60%-day window to submit a remediation plan and potential extension to February 16, 2026. This is a regulatory-administrative matter tied specifically to timeliness of SEC filings rather than an immediate trading suspension.

Primary risks include the operational ability to complete required disclosures within the granted timeline and the reputational impact on investor confidence if filings remain delayed past the extension. Monitor the filing of the delayed periodic report and any Nasdaq correspondence within the next 60 days.

Market Structure Analyst

The notice does not halt trading but raises delisting risk if deadlines slip.

Nasdaq's letter carries no immediate trading restriction; however, failure to file by the extended deadline could trigger delisting proceedings for Class A common stock. Market participants often react to prolonged disclosure gaps with increased volatility and potential widening of bid-ask spreads.

Watch for the timely filing of the periodic report or acceptance of the company's compliance plan by Nasdaq before February 16, 2026, and any interim updates that could affect liquidity or share volatility over the next several weeks.

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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): August 19, 2025

New Fortress Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-38790			83-1482060
(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 class			Trading 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 August 19, 2025, New Fortress Energy Inc. (the “Company”) received an expected notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company has not yet filed its Form 10-Q for the period ended June 30, 2025 (“Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). The Rule requires listed companies to timely file all required periodic financial reports with the SEC.

The Notice states that the Company has 60 calendar days from the date of the Notice to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan to regain compliance, Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Form 10-Q, or until February 16, 2026, to file the Form 10-Q to regain compliance.

The Notice has no immediate impact on the listing or trading of the Company’s securities on the Nasdaq Stock Market. If the Company fails to timely regain compliance with Nasdaq’s listing rules, the Company’s Class A common stock will be subject to delisting from Nasdaq. The Company is continuing to work diligently to finalize and file its late periodic financial reports as soon as possible within the timeline prescribed by Nasdaq.

Item 7.01. Regulation FD Disclosure

A press release, dated August 22, 2025, disclosing the Company’s receipt of the Notice described in Item 3.01 of this Current Report on Form 8-K (this “Current Report”) is attached hereto as Exhibit 99.1.

The information furnished in this Item 7.01 of this Current Report (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.			Description
99.1			Press Release, dated August 22, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

This report contains certain statements and information that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication other than historical information are forward-looking statements that involve known and unknown risks and relate to future events, the Company’s future financial performance or the Company’s projected business results. You can identify these forward-looking statements by the use of forward-looking words such as “expects,” “may,” “will,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” or the negative version of those words or other comparable words. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition or the stock prices of the Company. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, and it is possible that the results described herein will not be achieved. These forward-looking statements are necessarily estimates based upon current information and are subject to risks, uncertainties and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, the Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 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 in the Company’s annual report, quarterly and other reports filed with the SEC, which could cause its actual results to differ materially from those contained in any forward-looking statement. The Company undertakes no duty to update these forward-looking statements, even though its situation may change in the future.

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: August 22, 2025			By:			/s/ Christopher S. Guinta
			Name:			Christopher S. Guinta
			Title:			Chief Financial Officer

FAQ

What did New Fortress Energy (NFE) disclose in its 8-K?

The company disclosed receipt of a Nasdaq notice that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its periodic report for the period ended June 30, 2025.

Does the Nasdaq notice affect NFE trading immediately?

No. The notice states there is no immediate impact on the listing or trading of the company's Class A common stock.

What deadlines did Nasdaq set for NFE?

NFE has 60 calendar days from August 19, 2025 to submit a compliance plan; if accepted, Nasdaq may grant up to February 16, 2026 to file the late report.

What happens if NFE does not regain compliance?

If the company fails to timely regain compliance with Nasdaq's listing rules, its Class A common stock will be subject to delisting from Nasdaq.

What is the company doing about the late filing?

The company stated it is continuing to work diligently to finalize and file the late periodic financial reports as soon as possible within Nasdaq's timeline.