Stabilis ends LNG deal, delays Galveston project

Stabilis Solutions, Inc. announced that its wholly owned subsidiary Stabilis GDS, Inc. has terminated a previously announced 10-year agreement with a leading investment-grade global marine operator tied to its proposed Galveston LNG liquefaction facility.

Rhea-AI Filing Summary

Stabilis Solutions, Inc. announced that its wholly owned subsidiary Stabilis GDS, Inc. has terminated a previously announced 10-year agreement with a leading investment-grade global marine operator tied to its proposed Galveston LNG liquefaction facility.

The agreement had contemplated supplying about 50 million gallons of liquefied natural gas per year from a planned 350,000 gallon-per-day facility, representing roughly 40% of planned capacity, with minimum volume commitments of about 32% of capacity. The deal was contingent on financing, construction and commissioning of the Galveston plant.

During project financing discussions, prospective lenders requested changes to the contract terms that the counterparty did not accept, leading the company to end the agreement. Stabilis now expects delays to the final investment decision, project financing and development timeline for the Galveston LNG facility, but continues to pursue the project and is in talks with potential customers for alternative offtake arrangements.

Positive

• None.

Negative

• Termination of key LNG offtake agreement: Stabilis ended a 10-year contract that would have used roughly 40% of planned Galveston liquefaction capacity with minimum commitments of about 32%, and now expects delays to final investment decision, project financing and development timeline for the facility.

Insights

Energy infrastructure analyst

Termination of a major LNG offtake contract delays Stabilis’ Galveston project.

The company has ended a 10-year LNG supply agreement that would have covered roughly 40% of planned capacity at its proposed 350,000 gallon-per-day Galveston liquefaction facility. This contract also carried minimum volume commitments of about 32% of capacity.

The decision followed financing negotiations where prospective partners sought contract changes the counterparty would not accept. Without this anchor offtake, Stabilis now expects delays to the final investment decision, project financing and overall development timeline for the Galveston LNG project.

Management states it is still pursuing development of the facility and is discussing alternative offtake arrangements with other potential customers. The ultimate impact on project viability and timing will depend on securing new long-term commitments and satisfactory financing terms in future periods.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Agreement term: 10-year agreement Planned facility capacity: 350,000 gallons per day Annual LNG under contract: 50 million gallons per year +3 more

6 metrics

Agreement term 10-year agreement Term of terminated LNG supply contract

Planned facility capacity 350,000 gallons per day Proposed Galveston LNG liquefaction facility capacity

Annual LNG under contract 50 million gallons per year Volume contemplated in terminated agreement

Share of planned capacity roughly 40% Portion of Galveston capacity covered by the agreement

Minimum volume commitment approximately 32% of capacity Minimum offtake under terminated contract

Event date March 31, 2026 Date Stabilis GDS terminated the agreement

Key Terms

final investment decision, project financing, offtake arrangements, liquefaction facility, +1 more

5 terms

final investment decision financial

"the Company expects delays to the anticipated final investment decision, project financing, and development timeline"

A final investment decision is the point at which a person or organization chooses to move forward with a particular project or purchase after reviewing all the necessary information and options. It is like deciding to buy a house after considering all the costs, benefits, and alternatives. This decision is important because it determines whether and when the investment will be made, impacting future financial plans and outcomes.

project financing financial

"ongoing efforts to secure third party project financing for the Galveston LNG facility"

Project financing is a way to fund a single, large project — such as a power plant, toll road, or mine — where lenders and investors look primarily to the project’s future cash flow and assets for repayment rather than the company’s overall balance sheet. It matters to investors because it isolates risk and return: like a mortgage tied to a single house, the project’s performance determines who gets paid and how much, affecting credit risk, expected returns, and how losses are absorbed.

offtake arrangements financial

"engaged in discussions with potential customers regarding alternative offtake arrangements"

Offtake arrangements are contracts where a buyer agrees to purchase a company's future production or output—such as raw materials, energy, or manufactured goods—often before those goods are produced. They matter to investors because they create predictable revenue and reduce sales and price risk, making cash flow and project financing more secure; like a farmer pre-selling a crop to guarantee income, they can materially affect a company’s valuation and risk profile.

liquefaction facility technical

"the Company’s proposed 350,000 gallon-per-day Galveston liquefaction facility"

A liquefaction facility is an industrial plant that cools and compresses natural gas until it becomes a liquid so it can be stored and shipped more easily, like freezing water to move lots of volume in a small container. For investors, these plants matter because they require large upfront investment, generate steady revenue through long-term sales or shipping contracts, and carry operational, regulatory and market risks that affect returns and cash flow.

forward-looking statements regulatory

"This includes “forward-looking statements” within the meaning of the safe harbor provisions"

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.

FAQ

What did Stabilis Solutions (SLNG) announce regarding its Galveston LNG agreement?

Stabilis Solutions disclosed that its subsidiary Stabilis GDS terminated a previously announced 10-year LNG supply agreement tied to the proposed Galveston liquefaction facility, after financing partners requested contract changes the counterparty would not accept, affecting the project’s commercialization plans and timeline.

How large was the terminated LNG offtake agreement for Stabilis Solutions (SLNG)?

The terminated agreement contemplated supplying about 50 million gallons of LNG per year from the proposed Galveston facility. This volume represented roughly 40% of the plant’s planned liquefaction capacity and included minimum volume commitments of approximately 32% of planned capacity.

Why did Stabilis choose to terminate the Galveston LNG supply contract?

During project financing talks for the Galveston LNG facility, prospective financing partners requested modifications to the supply agreement as a condition of funding. The marine counterparty declined those changes, and Stabilis elected to terminate the contract rather than proceed under the original terms.

How does the contract termination impact the Galveston LNG facility timeline for SLNG?

Stabilis states it now expects delays to the anticipated final investment decision, project financing, and overall development timeline for the Galveston LNG facility, because the terminated agreement had been a key offtake arrangement supporting the project’s financing and development assumptions.

Is Stabilis Solutions (SLNG) still pursuing the Galveston LNG liquefaction project?

Yes. Despite terminating the 10-year LNG supply agreement, Stabilis says it continues to pursue development of the Galveston liquefaction facility and is actively engaged in discussions with potential customers about alternative long-term offtake arrangements to support the project.

What risks did Stabilis highlight in connection with its forward-looking statements?

Stabilis cites factors such as future performance, demand and price for LNG, natural gas availability and price, financing availability, achieving offtake needed for final investment decision, construction delays, cost overruns, regulatory or legal impediments, and broader economic conditions as key risks to its expectations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:05 PM Learn about SEC filing dates

false 0001043186 0001043186 2026-03-31 2026-03-31

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 31, 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 8.01. Other Events.

On March 31, 2026, Stabilis GDS, Inc., ("Stabilis GDS"), a wholly-owned subsidiary of Stabilis Solutions, Inc. (“Stabilis” and collectively with Stabilis GDS, “the Company”) terminated its previously announced 10-year agreement with a leading investment-grade global marine operator to supply Liquefied Natural Gas (“LNG”) from the Company’s proposed 350,000 gallon-per-day Galveston liquefaction facility. The agreement contemplated the supply of approximately 50 million gallons of LNG per year, representing roughly 40% of the facility’s planned liquefaction capacity, with minimum volume commitments of approximately 32% of planned capacity. The agreement was subject to, among other things, the successful financing, construction, and commissioning of the proposed Galveston LNG liquefaction facility.

The decision to terminate the agreement was made in connection with the Company’s ongoing efforts to secure third party project financing for the Galveston LNG facility. During negotiations with prospective financing partners, the Company was requested to modify certain provisions of the agreement as a condition to completing project financing. The counterparty did not agree to the proposed modifications, and the Company elected to terminate the agreement.

As a result, the Company expects delays to the anticipated final investment decision, project financing, and development timeline for the Galveston LNG facility. The Company continues to pursue the development of the facility and is engaged in discussions with potential customers regarding alternative offtake arrangements.

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “can,” “believes,” “feels,” “anticipates,” “expects,” “intends,” “could,” “will,” “plan,” “may,” “should,” “predicts,” “potential,” “outlook” and similar expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect our current beliefs, based on information currently available. Most of these factors are outside our control and are difficult to predict. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may cause such differences include, among other things: the future performance of Stabilis, future demand for and price of LNG, availability and price of natural gas, unexpected costs, availability of financing, ability to achieve conditions precedent to bunkering agreements, ability to achieve additional offtake necessary for FID, construction delays or cost overruns, regulatory or other legal impediments, and general economic conditions.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in the Risk Factors in Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2026 which is available on the SEC’s website at www.sec.gov or on the Investors section of our website at www.stabilis-solutions.com. All subsequent written and oral forward-looking statements concerning Stabilis, or other matters attributable to Stabilis, or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

Stabilis does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Item 9.01 Financial Statements and Exhibits.

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.

STABILIS SOLUTIONS, INC.

By: /s/Andrew L. Puhala

Andrew L. Puhala

Chief Financial Officer

Date: April 2, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB