Stabilis Solutions (NASDAQ: SLNG) launches $10,146,795 at-the-market stock program

Rhea-AI Filing Summary

Stabilis Solutions, Inc. entered an Equity Distribution Agreement with Johnson Rice & Company L.L.C., allowing at-the-market sales of common stock with an aggregate sales price of up to $10,146,795 under its existing shelf registration.

The company plans to use any net proceeds for general corporate purposes, which may include debt repayment or refinancing, capital expenditures, expanding liquefaction infrastructure, scaling operations, acquisitions or investments, share repurchases including from insider or affiliate shareholders, and working capital. Stabilis will pay the sales agent a commission of up to 3.0% of gross offering proceeds, and neither party is obligated to sell any specific amount of shares.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ATM program size: $10,146,795 aggregate sales price Sales agent commission: up to 3.0% of gross proceeds Shelf registration: Form S-3 File No. 333-294281 +1 more

4 metrics

ATM program size $10,146,795 aggregate sales price Maximum common stock sales under Equity Distribution Agreement

Sales agent commission up to 3.0% of gross proceeds Commission payable on shares sold under the program

Shelf registration Form S-3 File No. 333-294281 Effective shelf registration statement used for this offering

Agreement date April 17, 2026 Date Equity Distribution Agreement was entered into

Key Terms

Equity Distribution Agreement, at the market offering, shelf registration statement, prospectus supplement, +1 more

5 terms

Equity Distribution Agreement financial

"Stabilis Solutions, Inc. entered into an Equity Distribution Agreement with Johnson Rice & Company L.L.C."

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market offering financial

"by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

shelf registration statement regulatory

"under the Company’s effective “shelf” registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"as supplemented by a prospectus supplement dated April 17, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution rights financial

"The Company has also provided the Sales Agent with customary indemnification and contribution rights."

Understanding 8-K Material Events →

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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): April 17, 2026

Stabilis Solutions, Inc.

(Exact name of registrant as specified in its charter)

Florida		001-40364		59-3410234
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11750 Katy Freeway Suite 900 Houston, Texas		77079
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 832-456-6500

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 (see General Instruction A.2. below):

☐ 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		Name of each exchange on which registered
Common Stock, $.001 par value		SLNG		The Nasdaq Stock Market LLC

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.

Equity Distribution Agreement

On April 17, 2026, Stabilis Solutions, Inc. (the “Company”), entered into an Equity Distribution Agreement (the “Agreement”) with Johnson Rice & Company L.L.C. (the “Sales Agent”). Pursuant to the terms of the Agreement, the Company may sell from time to time through the Sales Agent shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with an aggregate sales price of up to $10,146,795 (the “Shares”). The Company intends to use the net proceeds from the issuances and sales of common stock offered hereby for general corporate purposes, including, but not limited to, repayment or refinancing of outstanding debt, financing of capital expenditures, expanding liquefaction infrastructure, scaling operations, financing acquisitions or investments or other business opportunities, share repurchases, including from insider / affiliate shareholders and general working capital purposes.

Any sales of Shares pursuant to the Agreement will be made under the Company’s effective “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-294281), as supplemented by a prospectus supplement dated April 17, 2026.

Under the Agreement, the Company may sell Shares through the Sales Agent by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended.

Each time the Company wishes to issue and sell Shares under the Agreement, it will notify the Sales Agent of the number of Shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of Shares to be sold in any one day and any minimum price below which sales may not be made. Pursuant to the terms of the Agreement, the Company has agreed that once the Sales Agent has notified the Company that it accepts such instructions, or the Company has accepted the Sales Agent’s proposed modification(s) of such instructions (and the Sales Agent has received such acceptance), the Sales Agent will use its commercially reasonable efforts consistent with its normal trading practice and sales practices to sell such Shares up to the amount specified on such terms. The obligations of the Sales Agent under the Agreement to sell Shares are subject to a number of conditions that the Company must meet. The offering of the Shares pursuant to the Agreement will terminate upon the sale of Shares in an aggregate offering amount equal to $10,146,795, or sooner if either the Company or the Sales Agent terminates the Agreement pursuant to its terms.

The Company will pay a commission to the Sales Agent of up to 3.0% of the gross offering proceeds of the Shares sold pursuant to the Agreement and will pay the Sales Agent all expenses incident to the performance of its obligations under the Agreement. The Company has also provided the Sales Agent with customary indemnification and contribution rights. The Company is not obligated to make any sales of Shares under the Agreement.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Agreement is also incorporated by reference into the Registration Statement.

A copy of the opinion of Joel Bernstein, attorney at law, relating to the legality of the shares of Common Stock issuable under the Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is also incorporated by reference into the Registration Statement.

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
1.1	*	Equity Distribution Agreement, dated as of April 17, 2026, by and between Stabilis Solutions, Inc. and Johnson Rice & Company LLC.
5.1	*	Opinion of Joel Bernstein, attorney at law.
23.1	*	Consent of Joel Bernstein, attorney at law (included in Exhibit 5.1).

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.

STABILIS SOLUTIONS, INC.

By: /s/Andrew L. Puhala

Andrew L. Puhala

Chief Financial Officer

Date: April 17, 2026

FAQ

What equity offering did Stabilis Solutions (SLNG) announce in this 8-K?

Stabilis Solutions entered an Equity Distribution Agreement permitting at-the-market sales of common stock with an aggregate sales price of up to $10,146,795. Shares will be issued from time to time through Johnson Rice & Company L.L.C. under an existing Form S-3 shelf registration.

How will Stabilis Solutions (SLNG) use proceeds from the at-the-market program?

Stabilis Solutions plans to use net proceeds for general corporate purposes, including repaying or refinancing debt, funding capital expenditures, expanding liquefaction infrastructure, scaling operations, financing acquisitions or investments, share repurchases from insider or affiliate shareholders, and general working capital needs.

Which registration statement covers the new Stabilis Solutions (SLNG) share sales?

The at-the-market share sales will be made under Stabilis Solutions’ effective Form S-3 shelf registration statement, File No. 333-294281, as supplemented by a prospectus supplement dated April 17, 2026, enabling periodic issuances of common stock through the sales agent.

What commissions and expenses will Stabilis Solutions (SLNG) pay under the Agreement?

Stabilis Solutions will pay Johnson Rice & Company L.L.C. a commission of up to 3.0% of the gross offering proceeds from shares sold and will also cover all expenses incident to the sales agent’s performance of its obligations under the Equity Distribution Agreement.

Is Stabilis Solutions (SLNG) required to sell the full $10,146,795 of shares?

Stabilis Solutions is not obligated to make any sales under the Equity Distribution Agreement. The offering terminates once shares totaling $10,146,795 are sold or earlier if either the company or the sales agent terminates the Agreement according to its terms.

How will Stabilis Solutions (SLNG) execute at-the-market sales with the sales agent?

Each time Stabilis wishes to sell shares, it will instruct the sales agent on share quantity, sale period, daily limits, and a minimum price. Once accepted, the sales agent uses commercially reasonable efforts, consistent with its trading practices, to sell shares under those terms.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 167.3 KB
• EX-5.1 EXHIBIT 5.1 20.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB