NFE extends credit maturity to 2026 with tighter restrictions

Rhea-AI Filing Summary

New Fortress Energy Inc. (NFE) entered into an Eleventh Amendment to its Letter of Credit and Reimbursement Agreement, extending the facility’s maturity to March 31, 2026 and granting a covenant holiday for the consolidated first lien debt ratio and fixed charge coverage ratio for the quarters ended September 30, 2025 and ending December 31, 2025. The amendment also removes the minimum liquidity requirement.

In exchange, the Company loses certain flexibility to pay dividends and other distributions and faces new restrictions on paying principal or interest on specified indebtedness, including the November 17, 2025 interest payment under its New 2029 Notes Indenture. The amendment ties a default under the credit facility to NFE Financing’s continued compliance with a Forbearance and Waiver Agreement on the New 2029 Notes; a breach could trigger cash collateralization of letters of credit, acceleration of substantially all outstanding indebtedness, and the need for additional restructuring initiatives that could materially and adversely affect stockholders.

Positive

• None.

Negative

• Heightened default and restructuring risk: A breach of the Forbearance and Waiver Agreement tied to the New 2029 Notes could trigger defaults, acceleration of substantially all indebtedness, and potential out-of-court or in-court restructurings with a material adverse impact on stockholders.

Insights

Credit & Capital Structure Analyst

NFE gains short-term covenant relief but discloses elevated default and restructuring risk.

New Fortress Energy amended its Letter of Credit Agreement to extend maturity to March 31, 2026 and obtain a covenant holiday on its consolidated first lien debt ratio and fixed charge coverage ratio for the quarters ended September 30, 2025 and ending December 31, 2025. It also removed the minimum liquidity requirement, which indicates lenders accepted weaker ongoing financial tests in the near term.

In return, the Company agreed to tighter restrictions, including reduced flexibility to pay dividends and limits on paying principal or interest on certain indebtedness, explicitly covering the November 17, 2025 interest payment under the New 2029 Notes Indenture. The amendment links an event of default under the credit facility to NFE Financing maintaining a Forbearance and Waiver Agreement with noteholders; a violation would allow issuing banks to require cash collateralization of all outstanding letters of credit.

The Company states that if these rights are exercised, substantially all outstanding indebtedness could be accelerated and it may be required or compelled to pursue additional restructuring initiatives, including possible out of court restructurings or in-court relief, with a material and adverse impact on stockholders. This language signals heightened financial stress and a non-trivial risk of broader capital structure actions.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 11/20/2025 - 05:26 PM Learn about SEC filing dates

FAQ

What did New Fortress Energy Inc. (NFE) announce in this 8-K?

New Fortress Energy Inc. entered into an Eleventh Amendment to its Letter of Credit and Reimbursement Agreement that extends the maturity to March 31, 2026, provides a covenant holiday for certain financial ratios for the quarters around September 30, 2025 and December 31, 2025, removes the minimum liquidity requirement, and adds new restrictions on dividends and debt payments.

How does the Eleventh Amendment affect NFE’s financial covenants?

The Eleventh Amendment grants a covenant holiday for the consolidated first lien debt ratio and fixed charge coverage ratio for the fiscal quarter ended September 30, 2025 and the quarter ending December 31, 2025, and removes the minimum liquidity requirement for each fiscal quarter.

What new restrictions does NFE face under the amended Letter of Credit Agreement?

The amendment removes flexibility to pay dividends and other distributions and restricts payments of principal or interest on certain outstanding indebtedness, including the November 17, 2025 interest payment under the New 2029 Notes Indenture.

How is the Forbearance and Waiver Agreement related to NFE’s credit facility?

If NFE Financing fails to keep the Forbearance and Waiver Agreement on the New 2029 Notes in full force and effect or materially violates its terms, an event of default occurs under the Letter of Credit Agreement, giving issuing banks the right to require cash collateralization of all outstanding letters of credit.

What potential consequences does NFE disclose if a default occurs under the Letter of Credit Agreement?

NFE states that if issuing banks exercise their rights after a default, substantially all outstanding indebtedness could be accelerated, and the Company may be required or compelled to pursue additional restructuring initiatives, including possible out of court restructurings or in-court relief, which could materially and adversely affect stockholders.

Does the Eleventh Amendment impact NFE shareholders directly?

The amendment itself limits dividends and adds creditor protections, and NFE cautions that if defaults and accelerations occur, any resulting restructuring initiatives could have a material and adverse impact on stockholders.

FALSE000174972300017497232025-11-142025-11-14

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): November 14, 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 1.01. Entry into a Material Definitive Agreement.

On November 14, 2025, New Fortress Energy Inc., a Delaware corporation (the "Company") entered into the Eleventh Amendment Agreement (the “Eleventh Amendment”), by and among the Company, as the borrower, the guarantors party thereto, Natixis, New York Branch, as administrative agent and collateral agent, and each of the other financial institutions party thereto, as lenders and issuing banks, which amends that certain Letter of Credit and Reimbursement Agreement, dated as of July 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Letter of Credit Agreement”), by and among the Company, as the borrower, the guarantors from time to time party thereto, Natixis, New York Branch, as administrative agent and collateral agent, and each of the other financial institutions from time to time party thereto, as lenders and issuing banks, to, among other things, (a) extend the maturity date of the Letter of Credit Agreement to March 31, 2026, (b) provide for a covenant holiday with respect to the consolidated first lien debt ratio and fixed charge coverage ratio covenants contained therein for the fiscal quarter ended September 30, 2025 and the fiscal quarter ending December 31, 2025, (c) remove the minimum liquidity requirement contained therein with respect to each fiscal quarter, (d) remove certain flexibility the Company had to pay dividends and other distributions, and (e) restrict the ability for the Company or any of its subsidiaries to make payments of principal or interest accruing on certain outstanding indebtedness, including the November 17, 2025 interest payment due under that certain Indenture, dated as of November 22, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “New 2029 Notes Indenture”), by and between NFE Financing LLC, a Delaware limited liability company and subsidiary of the Company (“NFE Financing”), as issuer, the guarantors from time to time party thereto and Wilmington Savings Fund Society, FSB, as trustee and notes collateral agent (“WSFS”).

The Eleventh Amendment provides that if, among other things, NFE Financing fails to maintain that certain Forbearance and Waiver Agreement, dated as of November 17, 2025, by and among NFE Financing, NFE Brazil Investments LLC, a Delaware limited liability company and subsidiary of the Company, Bradford County Real Estate Partners LLC, a Delaware limited liability company and subsidiary of the Company, and the holders under the New 2029 Notes Indenture party thereto, in full force and effect or materially violates its terms, an event of default will occur under the Letter of Credit Agreement. If such event of default occurs, the issuing banks would have the right to require cash collateralization of all outstanding letters of credit issued pursuant to the Letter of Credit Agreement. If the issuing banks choose to exercise such rights under those facilities, substantially all of the Company’s outstanding indebtedness could be accelerated, and the Company may be required or compelled to pursue additional restructuring initiatives to preserve value and optionality, including possible out of court restructurings, or in-court relief, which could have a material and adverse impact on stockholders.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.			Description
104			Cover 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: November 20, 2025			By:			/s/ Christopher S. Guinta
			Name:			Christopher S. Guinta
			Title:			Chief Financial Officer