EE 10-K & 10-Q changes, risk factors and insider trading

unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed project startup, receipt of payment or existing or anticipated project cancellation;

risks associated with conducting business outside of the United States, including political, legal,legal and economic risk;

our financing agreements, which include financial restrictions and covenants and are secured by certain of our vesselsfloating regasification terminals;

our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations under GSAs and/or LNG sales agreements or at attractive prices;

the riskstechnical inherentcomplexity in operatingof our FSRUs and other LNG infrastructure assets;

shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our vesselsfloating regasification terminals;

our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and the requirement that we pay over to theEE TRA BeneficiariesHoldings (as defined herein) most of the tax benefits we receive.

The industry in which we operate is competitive, especially with respect to the securing of long-term LNG regasification contracts. New competitors could enter the market for FSRUsfloating regasification terminals and operate larger fleetsasset bases through consolidations, acquisitions or the purchase of new vesselsterminals and may be able to offer lower rates and more modern fleets.assets. Competition may also prevent us from achieving our goal of profitably expanding into other parts of the natural gas value chain.

We typically enter into long-term, fixed-rate regasification contracts with our customers, either in the form of time charters or terminal use agreements.customers. The process of securing new long-term regasification contracts is highly competitive and generally involves an intensive screening process and competitive bids, often lasting for several months. Regasification contracts are awarded based upon a variety of factors relating to the vessel operator, including, but not limited to:

FSRUfloating regasification terminal experience and quality of ship operations;

shipping industry relationships and reputation for customer service and safety;

technical ability and reputation for operation of highly specialized vessels,assets, including FSRUsfloating regasification terminals;

quality and experience of seafaring crewcrews;

construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new FSRUsfloating regasification terminals according to customer specifications;

We could face increased competition for providing storage and regasification services for LNG import projects from a number of experienced companies, including state-sponsored entities and major energy companies. While there has been limited availability of FSRUsfloating regasification terminals in recent years, new participants may enter the market, including companies with strong reputations and extensive resources and experience. Current market participants and new entrants may acquire existing FSRUs,floating regasification terminals, contract for newbuildings, or convert LNGCsLNG carriers into FSRUs.floating regasification terminals. This increased competition may cause greater price competition for LNG regasification contracts. As a result of these factors, we may be unable to expand our relationships with existing customers or obtain new customers on a profitable basis.

insufficient LNG tankercarrier capacity;

decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue towould decrease the production of natural gas available for liquefaction;

Adverse trends or developments affecting any of these factors, including the timing of the impact of these factors in relation to our purchases and sales of natural gas and LNG, could result in increases in prices for natural gas or LNG or result in mark-to-market gains or losses based on the value of our LNG inventory or contractual commitments. During 2023 and 2022,2023, we recorded lower of cost or net realizable value write-downs on our LNG inventory. In addition, cyclical increased pricing of LNG has at times discouraged our customers, especially those in developing economies, from making spot purchases of LNG. Periods of higher LNG prices may also discourage potential customers from agreeing to new LNG projects in favor of other energy sources.

As an example of these factors, onin February 1, 2025, the U.S. President announced a 25% tariff on product imports from certain countries, including Mexico and Canada, and a 10% tariff on product imports from certain countries, including China. Although certain of these tariffs have been paused,paused or reduced, these actions arehave expectedresulted, toand resultmay in the future result, in retaliatory measures on U.S. goods. IfExisting maintained, theand newly announcedimposed tariffs and the potential escalation of trade disputes could increase the volatility of the price of LNG and natural gas. The extent and duration of the tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. Furthermore, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities.

We must make substantial expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, regasification terminals and associated assets, pipelines and downstream infrastructure.

Repairs, maintenance and replacement capital expenditures are required to sustain the operating capacity of our assets. These expenditures include those associated with drydocking vessels,floating regasification terminals, modifying existing vesselsfloating orand regasificationfixed terminals, acquiring new vessels,assets, regasification terminals or downstream infrastructure or otherwise repairing or replacing current vessels,floating regasificationand fixed terminals and associated assets or downstream infrastructure, at the end of their useful lives. These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in:

fleet and project size;

the cost of replacement vesselsassets;

Our success will be dependent upon our ability to enter into or renew contracts with our customers for regasification services, LNGLNG, natural gas, and natural gaspower sales and development agreements, as well as to maintain our relationships or form new relationships with customers. During each of 20242025 and 2023,2024, we had three and two customerscustomers, respectively, that, at times, accounted for over 10% of our revenues. Our dependence on a small number of customers means that a loss of, or other adverse actions by, any one of these customers could materially reduce our revenues. Accordingly, our near-term ability to generate cash is dependent on our customers’ continued willingness and ability to continue purchasing our services and to perform their obligations under their respective contracts. Their obligations may include certain nomination or operational responsibilities, construction or maintenance of their own facilities that are necessary to enable us to deliver regasification services or compliance with certain contractual representations and warranties in addition to payment of fees for use of our facilities. On occasion, certain customers have extended their payment timeline. Our customer contracts contain interest provisions, which we utilize when there are payment delays. However, we still may be adversely affected if customers continue to delay payment, including payment of interest. For more information regarding the material terms of the contracts with our customers, see “Business—TimeTerminal CharterServices Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” below.

We may experience operational problems with vesselsfloating regasification terminals or our other facilities that could reduce revenue, increase costs or lead to termination of our customer contracts.

FSRUs and LNG import terminals and power plants are complex and their operations are technically challenging. The operation of our FSRUs and LNG import terminalsfacilities may be subject to mechanical risks. Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures. Moreover, pursuant to each customer contract, our FSRUs or LNG terminals, as applicable,facilities must maintain certain specified performance standards, which may include a guaranteed delivery of regasified LNG,LNG or power, consumption of no more than a specified amount of fuel or a requirement not to exceed a maximum average daily LNG cargo boil-off. If we fail to maintain these standards, we may be liable to our customers for reduced hire,compensation, damages and certain liquidated damages payable under the charterer’s contract with its customer, and in certain circumstances, our customers may terminate their respective contracts with us.

The operation of FSRUsLNG and othernatural LNGgas infrastructure assets is inherently risky, and an incident involving health, safety, property or environmental consequences involving any of our vesselsassets could harm our reputation, business and financial condition.

Our vessels,facilities, theour LNG and natural gas onboard and our other facilitiesinventory, and the LNG infrastructure to which we are interconnectedinterconnected, are at risk of being damaged or lost because of events such as:

An accident or incident involving any of our vesselsfloating or fixed terminals or other facilities or the LNG infrastructure to which we are interconnected could result in any of the following:

If our vesselsfloating or fixed terminals or other facilities suffer damage, they may need to be repaired, which could result in us incurring repair costs and/or a loss of earnings. The costs of vesselfloating or fixed terminal and other infrastructure repairs are unpredictable and can be substantial. We may have to pay repair costs that our insurance policies do not cover, for example, due to insufficient coverage amounts or the refusal by our insurance provider to pay a claim.

failure to deliver or commission ana FSRUterminal at the start of a project;

loss of or requisition of thea FSRUfloating regasification terminal;

We may not be able to replace these contracts on desirable terms, or at all, if they are terminated prior to the end of their terms. Contracts that we enter into in the future may contain similar provisions. In addition, our customers may choose not to extend existing contracts. As a result, we may have an underutilized fleetassets and additionally, under charters for any FSRUsfloating regasification terminals we do not own, we will still be obligated to make payments to their owners regardless of use.

FSRUsFloating regasification terminals and LNGCsLNG carriers require technically skilled officers and crews with specialized training. As theour worldwidenumber FSRUof floating regasification terminals and LNGCLNG fleetcarriers has grown, the demand for technically skilled officers and crews has increased, which could lead to a shortage of such personnel. A material decrease in the supply of technically skilled officers and crew, including as a result of wars and conflicts and government responses thereto, or our inability or that of our vesselfloating regasification terminal and LNG carrier managers to attract and retain such qualified officers and crew could impair our ability to operate or increase the cost of crewing our vessels,costs, which would materially adversely affect our business, financial condition and results of operations.

In addition, we operate in certain countries, including Argentina and Brazil, that require us to hire a certain percentage of local personnel to crew the vessels,floating regasification terminals, and we may expand our operations to countries with similar requirements. Any inability to attract and retain qualified local crew members could adversely affect our business, results of operations and financial condition.

Governments could requisition our vesselsassets during a period of war or emergency resulting in a loss of earnings.

Governments of the port states where our FSRUsfloating regasification terminals are located could requisition for title, requisition for hire or seize our vessels.assets. Generally, requisitions occur during a period of war or emergency, including an emergency declared by a government. Although our time charter contracts generally entitle us to compensation from our customer in the event of a requisition of one or more of our vessels,assets, the amount and timing of payments, if any, would be uncertain. A government requisition of one or more of our vesselsassets may cause us to breach covenants in certain of our credit facilities.

We rely on accounting, financial, operational, management and other information systems to conduct our operations, including our vesselfloating regasification terminal and carrier operations. Our information systems and those of our third-party service providers we rely upon to conduct operations are subject to damage or interruption from power outages, computer and telecommunication failures, computer viruses, malware (including ransomware), social engineering attacks (including phishing), artificial intelligence-assistedintelligence (“AI”)-assisted attacks, denial of service attacks, disruptions from misconfigurations, unauthorized use of or access to computer systems, natural disasters, usage errors by our employees and other related risks. In recent years, the frequency and severity of cyber-attacks have significantly increased, and this trend is expected to continue to accelerate on a global basis as threat actors are becoming increasingly sophisticated in using techniques and tools including AI that circumvent security controls, evade detection and remove forensic evidence. Any cybersecurity incident or other disruption or failure in these information systems, or other systems or infrastructure upon which they rely, could adversely affect our ability to conduct our business. For example, we or our customers, suppliers or third-party service providers may be subject to retaliatory cyberattacks perpetrated by nation states, including those in response to ongoing conflicts such as the Russia-Ukraine and Israel-Hamas wars and heightened geopolitical challenges.

In particular, our vesselsfloating regasification terminals and LNG carriers rely on information and operational systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications, regasification and cargo management. This sensitive data, on which we and our customers rely, may be subject to improper disclosure or fabrication by AI and machine learning technologies on systems external to ours. AI and machine learning technology may also be flawed, and data sets used in generative AI may be insufficient or contain biased, incorrect or incomplete information. If cybersecurity threats are not recognized or detected until they have been launched, we may be unable to anticipate these threats and may not become aware in a timely manner of such security incident, which could exacerbate any damage we experience. A compromise or disruption to the information or operational systems of any of our vesselsfloating regasification terminals and LNG carriers could lead to, among other things, incorrect routing, collision, grounding, propulsion failure and/or damage to the vesselasset and crew. In addition to costs associated with investigating and fully disclosing an incident, we could be subject to regulatory proceedings or private claims by affected parties, which could result in substantial monetary fines or damages, and our reputation would likely be harmed. We have in placeThe safety and security measures onwe have in place at our vessels and onshore operationsfacilities to secure them against cyberattacks and disruption to their information and operational systems. The cyber threat landscape, however, is rapidly evolving, and while we take measures to protect and defend against cyber threats, thesesystems may not be sufficient. We may also be required to expend additional resources in order to strengthen the cybersecurity measures we have implemented, or to investigate any vulnerabilities, which would increase its costs.

FSRULNG vesselinfrastructure asset values may fluctuate substantially, and a decline in vessel values may result in impairment charges, the breach of our financial covenants or a loss on the vessels,assets, if these values are lower at a time when we are attempting to dispose of vessels.the assets.

Vessel valuesValues for FSRUsLNG infrastructure assets can fluctuate substantially over time due to a number of different factors, including:

increases in the supply of vesselholding capacity;

the age of athe vesselfacilities;

the remaining term on existing timecustomer charterscontracts; and the cost of retrofitting or modifying existing vessels,terminals, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in Part 1, Item 1A1A, of this Annual Report and our other filings with the SEC.Securities and Exchange Commission (“SEC”). Please also see the section titled “Forward-Looking Statements” in this Annual Report.

Natural gas and LNG prices rosefell in European and Asian markets during the fourth quarter of 20242025 as compared to the third quarter of 2024.2025. Dutch Title Transfer Facility (“TTF”) and Japan Korea Marker (“JKM”) reported average thirdfourth quarter of 2024 prices of $11.53$10.20 per million British thermal units (“MMBtu”) and $13.03/$10.29 per MMBtu, respectively, which increaseddecreased compared to $13.57/TTF and JKM prices of $11.70 per MMBtu and $13.94/$11.84 per MMBtu, respectively, in the third quarter of 2025. Meanwhile, average Henry Hub prices increased from $3.14 per MMBtu in the third quarter of 2025 to $4.22 per MMBtu in the fourth quarter of 2024.2025.

Selling, general and administrative expenses consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. Selling, general and administrative expenses also consistsconsist of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses.

We incurred restructuring, transition and transaction expenses related to consulting, legal,legal and auditdue diligence costs incurred as part of and in preparation for ourthe IPO.Acquisition.

Earnings from equity-method investment relate to our 45% ownership interest in the joint venture with Nakilat Excelerate LLC (“Nakilat JV”), which we acquired in 2018.LLC.

Excelerate is a corporation for U.S. federal and state income tax purposes. Excelerate Energy Limited Partnership (“EELP”) is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level. Instead, EELP’s U.S. income is allocated to its Class A and Class B partners proportionate to their interest. In addition, EELP has international operations that are subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. These taxes are also included in our provision for income taxes.

Net income (loss) attributable to non-controlling interests includes earnings allocable to our shares of Class B Common Stock, $0.001 par value per share (“Class B Common Stock”), as well as earnings allocable to the third-party equity ownership interests in our subsidiaries, Excelerate Energy Bangladesh, LLC and Excelerate Albania Holding Sh.p.k.

As a result of a number of factors, ourOur historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Impact of the ReorganizationAcquisition

Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization,amortization expense, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance.

We incur capital expenditures as part of our regular business operations. Capital expenditures are costs incurred to expand our business operations, increase the efficiency of business operations, extend the life of an existing asset, improve an asset’s capabilities, increase the future service of an asset, repairmaintain the service capability of existing assets in order to maintain their service capability,assets, and provide the upkeep required for regulatory compliance. Costs related to prospective projects are capitalized once it is determined to be probable that the related assets will be constructed.

Our business is substantially supported by long-term, take-or-pay agreements, which provide consistent revenue and cash flow from our high-quality customer base. Under these agreements, we either provide regasification services or utilize our assets to directly provide natural gas, LNG, power, or steam to our customers. As of MarchJune 31,30, 2026, we controlled or operated 1112 floating regasification terminals, including a new terminal of which we took delivery in the second quarter of 2026, one onshore regasification terminal and a combined heat and power plant. We have one new floating regasification terminal that was constructed by Hyundai Heavy Industries in South Korea, which we took delivery of in the second quarter of 2026.

Our business spans the globe, with a regional presence in 1415 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Iraq, Jamaica, Jordan, Pakistan, the United Arab Emirates (“UAE”), and the United States.States (“U.S.”). As of MarchJune 31,30, 2026, we have completed more than 3,9004,000 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 8,1008,300 billion cubic feet of natural gas through 19 LNG regasification terminals. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland, Jamaica and the UAE. We are also one of the largest providers of regasified LNG capacity in Brazil as well as in Pakistan, where we have regasified more LNG than any other provider in the past 10 years.

For the three months ended MarchJune 31,30, 2026, we generated revenues of $433.4$329.3 million, net income of $50.0$50.1 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $122.2$120.1 million. For the three months ended MarchJune 31,30, 2025, we generated revenues of $315.1$204.6 million, net income of $52.1$20.8 million and Adjusted EBITDA of $100.4$107.1 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

In October 2025, we executed a definitive commercial agreement with a subsidiary of Iraq’s Ministry of Electricity for the development of the country’s first LNG import terminal. The integrated project includes a five-year agreement for regasification services and LNG supply with a customer extension option, and a minimum contracted offtake of 250 million standard cubic feet per day (“MMscf/d”). Jetty reinforcement and construction ofDespite the fixed terminal infrastructure have been delayed temporarily due to theongoing conflict in the Middle EastEast, we continue to advance the project while adapting its execution plans as conditions evolve. We continue to closely monitor developments across the region, with safety and security remaining central to project planning and execution. Engineering and procurement activities are nearing completion. Site clearance and dredging activities continue in preparation for construction, and materials required for the terminal ishave nobeen longerstaged globally and are being mobilized based on construction priorities. Operations of the integrated terminal are expected to commence operationsearly in the thirdsecond quarter of 2026 as previously disclosed. While we continue to procure materials for and carry out limited pre-construction activities on the terminal, we are delaying on-site construction activities until such time as these can be safely undertaken.2027.

In May 2026, we executed a nine-month time charter party agreement with Jordan’s National Electric Power Company, NEPCO, to deploy the Excelerate Acadia to the country’s existing LNG terminal in Aqaba. The Excelerate Acadia is expected to commencecommenced operations in mid-2026.July 2026. The interim deployment enhances Jordan’s energy security by providing additional regasification capacity and generates incremental earnings for us while we continue to advance the Iraq integrated import terminal.

Natural gas and LNG prices increased across European and Asian markets during the firstsecond quarter of 2026 as compared to the fourthfirst quarter of 2025.2026. Average prices for Dutch Title Transfer Facility (“TTF”) and Japan Korea Marker (“JKM”) reportedin averagethe firstsecond quarter prices of $13.692026 were $15.61 per million British thermal units (“MMBtu”) and $13.25$17.65 per MMBtu, respectively, compared to $10.20$13.69 per MMBtu and $10.29$13.25 per MMBtu, respectively, in the fourthfirst quarter of 2025.2026. Separately, average Henry Hub futures settlement prices increaseddecreased from $3.55 per MMBtu in the fourth quarter of 2025 to $5.04 per MMBtu in the first quarter of 2026 to $2.90 per MMBtu in the second quarter of 2026.

Overall, the Middle East conflict has placed significant constraints on the near-term LNG market, limiting supply flexibility and heightening price volatility as buyers prioritize security of supply. The effects of the conflict have extended beyond LNG, influencing broader energy markets and reinforcing the importance of supply diversification and energy security. These dynamics continue to support investment in LNG, natural gas, and power infrastructure as countries seek to enhance the reliability and resilience of their energy systems. Over the longer term, however, the global LNG outlook remains constructive, with approximately 200 MTmillion tonnes of incremental LNG supply expected to come online by 2030. As these new volumes are delivered, they are expected to improve market liquidity, enhance diversification of supply, and alleviate structural tightness, helping to rebalance global LNG markets over time.

Net income (loss) attributable to non-controlling interests includes earnings allocable to our shares of Class B Common Stock, $0.001 par value per share (“Class B Common Stock”), as well as earnings allocable to the third-party equity ownership interests in our subsidiaries, Excelerate Energy Bangladesh, LLC and Excelerate Albania Holding Sh.p.k.

We closed the acquisition of New Fortress Energy Inc.’s business in Jamaica (the “Acquisition”) in May 2025. Therefore our results of operations for the three and six months ended MarchJune 31,30, 2025 do notonly contain thea resultspartial period of JamaicanJamaica operations.operating results.

Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

Net income was $50.0$100.1 million for the threesix months ended MarchJune 31,30, 2026, aan decreaseincrease of $2.1$27.2 million, as compared to $52.1$72.9 million for the threesix months ended MarchJune 31,30, 2025. Net income was lowerhigher primarily due to the addition of long-term LNG, gas and power sales agreements ($39.8 million), transition and transaction costs incurred in the first half of 2025 as a result of the Acquisition ($31.3 million), additional short-term LNG, gas and power sales opportunities ($3.8 million), and additional subcharter opportunities ($1.7 million), partially offset by an increase in interest expense due to our new 2030 Notes (as defined herein) net of the effects of the Term Loan Facility (as defined herein) paydown ($13.2$18.0 million), the addition of depreciation and amortization in Jamaica ($9.7$15.4 million), a decrease in interest income ($5.6 million), a seasonal maintenance project ($4.1 million), and an increase in provision for income taxes ($3.4 million), as discussed below, partially offset by the addition of long-term LNG, gas and power sales agreements ($23.2 million), transition and transaction costs incurred in the first quarter of 2025 as a result of the Acquisition ($3.7 million), and additional short-term LNG, gas and power sales opportunities ($2.1$3.8 million).

Gross Margin was $106.3$105.2 million for the three months ended MarchJune 31,30, 2026, an increase of $15.5$12.6 million, as compared to $90.8$92.6 million for the three months ended MarchJune 31,30, 2025. For the three months ended MarchJune 31,30, 2026, Adjusted Gross Margin was $137.3$137.9 million, an increase of $24.9$19.8 million, as compared to $112.4$118.1 million for the three months ended MarchJune 31,30, 2025. Gross Margin and Adjusted Gross Margin were higher primarily due to the addition of long-term LNG, gas and power sales agreements ($23.2$16.7 million), and additional short-term LNG, gas and power sales opportunities ($2.1 million), partially offset by a seasonal maintenance project ($4.1 million). Gross Margin was also impacted by the addition of depreciation and amortization in Jamaica ($9.7$5.6 million).

AdjustedGross EBITDAMargin was $122.2$211.5 million for the threesix months ended MarchJune 31,30, 2026, an increase of $21.8$28.2 million, as compared to $100.4$183.3 million for the threesix months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026, Adjusted EBITDAGross Margin was $275.2 million, an increase of $44.7 million, as compared to $230.5 million for the six months ended June 30, 2025. Gross Margin and Adjusted Gross Margin were higher primarily due to the addition of long-term LNG, gas and power sales agreements ($23.2$39.8 million) and, additional short-term LNG, gas and power sales opportunities ($2.1$3.8 million), and additional subcharter opportunities ($1.7 million), partially offset by a seasonal maintenance project ($4.1 million). Gross Margin was also impacted by the addition of depreciation and amortization in Jamaica ($15.4 million).

LNG, gas and power revenues were $275.2$168.8 million for the three months ended MarchJune 31,30, 2026, an increase of $108.5$113.1 million, as compared to $166.7$55.7 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to the Acquisition.

Terminal services revenues were $158.3$160.5 million for the three months ended MarchJune 31,30, 2026, an increase of $9.9$11.7 million as compared to $148.4$148.8 million for the three months ended MarchJune 31,30, 2025. Terminal services revenues were higher primarily due to additional subcharter opportunities and increased contract rates and an additional subcharter opportunity in the first quarter of 2026.rates.

Cost of LNG, gas and power was $243.0$135.3 million for the three months ended MarchJune 31,30, 2026, an increase of $82.2$94.9 million, as compared to $160.8$40.4 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to the Acquisition.

OperatingCost expensesof wereLNG, $53.1gas and power was $378.4 million for the threesix months ended MarchJune 31,30, 2026, an increase of $11.2$177.2 million, as compared to $41.9$201.2 million for the threesix months ended MarchJune 31,30, 2025. The increase in operating expenses was primarily due to a seasonal maintenance project, increased personnel costs in Argentina and operating expenses related to a subcharter opportunity in the first quarter of 2026.Acquisition.

Depreciation and amortization expenses were $31.0$32.7 million for the three months ended MarchJune 31,30, 2026, an increase of $9.4$7.2 million, as compared to $21.6$25.5 million for the three months ended MarchJune 31,30, 2025. Depreciation and amortization increased primarily due to the Acquisition.

Selling, general and administrative expenses were $24.3 million for the three months ended MarchJune 31,30, 2026, an increase of $2.9$2.8 million, as compared to $21.4$21.5 million for the three months ended MarchJune 31,30, 2025. Selling, general and administrative expenses increased primarily due to higherincreased personnelbusiness costs.development.

OtherSelling, income,general netand wasadministrative $4.5expenses were $48.6 million for the threesix months ended MarchJune 31,30, 2026, aan decreaseincrease of $1.7$5.7 million, as compared to $6.2$42.9 million for the threesix months ended MarchJune 31,30, 2025. OtherSelling, income,general netand decreasedadministrative expenses increased primarily due to aincreased decreasebusiness in interest income.development.

TheOther provisionincome, fornet incomewas taxes$1.7 million for the three months ended MarchJune 31,30, 20262026, anda 2025decrease wasof $9.5$4.6 million, as compared to $6.3 million andfor $6.0the million,three respectively.months Theended changeJune was30, 2025. Other income, net decreased primarily attributabledue to thea year-over-year changedecrease in the geographical distribution ofinterest income.

The effectiveprovision taxfor rateincome taxes for the three months ended MarchJune 31,30, 2026 and 2025,2025 was 15.9%$5.9 million and 10.4%,$5.6 million, respectively. The provision for income taxes for the six months ended June 30, 2026 and 2025 was $15.4 million and $11.6 million, respectively. The change was primarily drivenattributable byto the year-over-year change in the geographical distribution of income and the varying tax regimes of jurisdictions.income.

Net income attributable to non-controlling interest was $37.7$38.0 million for the three months ended MarchJune 31,30, 2026, aan decreaseincrease of $3.0$22.0 million, as compared to $40.7$16.0 million for the three months ended MarchJune 31,30, 2025. The decreaseincrease in net income attributable to non-controlling interest was primarily due to lowerhigher net income attributable to owners of our Class B Common Stock.

Based on our cash positions, cash flows from operating activities and borrowing capacity under our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy in the 2025 Annual Report. For more information regarding our planned dividend payments, see Note 1213 – Equity. As of MarchJune 31,30, 2026, we had $540.1$342.4 million in unrestricted cash and cash equivalents.

In December 2025, our board of directors approved a share repurchase program (the “Share Repurchase Program”) to purchase up to $75.0 million of our Class A Common Stock, $0.001 par value $0.001per share (“Class A Common Stock”). The Share Repurchase Program does not obligate us to acquire any specific number of shares, has no expiration date, and may be suspended, extended, modified or discontinued at any time at the discretion of the board of directors. During the three months ended MarchJune 31,30, 2026, we repurchased 147,699693,177 shares of our outstanding Class A Common Stock at a weighted average price of $34.07$33.93 per share, for a total net cost, including commission fees and taxes, of approximately $5.0$23.8 million. During the six months ended June 30, 2026, we repurchased 840,876 shares of our outstanding Class A Common Stock at a weighted average price of $33.90 per share, for a total net cost, including commission fees and taxes, of approximately $28.8 million. For more information, see Part II – Other Information – Item 2. Unregistered Sales of Equity Securities and Use of Proceeds – Share Repurchase Program.

ThreeSix Months Ended MarchJune 31,30, 2026 Compared to ThreeSix Months Ended MarchJune 31,30, 2025

Cash flows provided by operating activities decreased by $94.8$67.7 million for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, primarily due to differences in the timing of collections and payments related to LNG, gas and power purchases and sales, and interest expense on the 2030 Notes (as defined herein)., partially offset by costs related to the Acquisition.

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which decreased by $17.8$841.7 million for the threesix months ended MarchJune 31,30, 2026, as compared to the samesix periodmonths inended June 30, 2025. The decrease was primarily due to paymentsthe made in 2025 for Acadia,Acquisition, partially offset by increased milestone payments made in 2026 relatedas compared to our2025 newfor projectthe Excelerate Acadia as well as purchases made in Iraq.2026 for our Iraq project.

CashFinancing cash flows used in financing activities increaseddecreased by $3.2$859.0 million for the threesix months ended MarchJune 31,30, 2026, as compared to the threesix months ended MarchJune 31,30, 2025, primarily due to $4.5 million paid to repurchase stock in 2026 and a increase of $2.7$800.0 million in dividendsborrowings as a result of the Debt Offering (as defined herein) completed in 2025, $201.9 million in proceeds from the Equity Offering, and distributions$28.4 paid,million in repurchases of Class A Common Stock, partially offset by a $4.5$161.2 million increasedecrease in repayments on long-term debt and finance leases.leases and a $19.4 million decrease in the payment of debt issuance costs.

The following table summarizes our cash outlays for capital projects for the three and six months ended MarchJune 31,30, 2026 and 2025:

As of MarchJune 31,30, 2026, the Company had issued no letters of credit under the EE Revolver. As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $500.0 million of undrawn capacity was available for additional borrowings as of MarchJune 31,30, 2026 and up to $500.0 million of the EE Revolver may be used for letters of credit. We have $133.6$198.5 million in letters of credit outstanding as of MarchJune 31,30, 2026, under a bilateral facility.

As of MarchJune 31,30, 2026, the Company was in compliance with the covenants under its debt facilities.

We are the lessee of one floating regasification terminal lease and one vessel lease. Additionally, we have operating leases for offices in various locations under noncancelable leases. As of December 31, 2025, we had future minimum lease payments totaling $212.0 million. As of MarchJune 31,30, 2026, we had future minimum lease payments totaling $205.1$196.0 million and are committed to $25.8$17.1 million in year one, $69.5$69.2 million for years two and three, $66.0$65.9 million for years four and five and $43.8 million thereafter.

Certain enforceable floating regasification terminal leases and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2025, we had future minimum lease payments totaling $207.2 million. As of MarchJune 31,30, 2026, we had future minimum lease payments totaling $198.9$190.6 million and are committed to $24.9$16.6 million in payments in year one, $60.8 million for years two and three, $55.2 million for years four and five and $58.0 million thereafter.

We are party to the TRA with EE Holdings and the Foundation. The TRA provides for payment by us to EE Holdings of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that existed as of the time of our initial public offering (“IPO”) or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA. As a result of the Share Repurchase Program, our expected payments under the TRA decreased by $1.2 million for the six months ended June 30, 2026.