What the changes say
- New Fortress Energy entered a Restructuring Support Agreement in March 2026 to restructure funded debt via UK Restructuring Plans and Chapter 15 bankruptcy, raising substantial going concern doubts.
- The restructuring involves separating the company, divesting the Brazilian business including the Barcarena and PortoCem power facilities, and issuing massive amounts of new preferred and common stock.
- The company faces ongoing debt defaults subject to forbearance, ongoing geopolitical risks impacting LNG shipping in regions like the Strait of Hormuz, and execution risks on its Fast LNG strategy.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
We are subject to risks and uncertainties associated with the Restructuring Transaction, the Restructuring Plans and the RSA
The company entered into a Restructuring Support Agreement on March 17, 2026, to restructure funded debt obligations through UK Restructuring Plans and U.S. Chapter 15 recognition.
- NewRisks Related to Our Business
If the RSA is terminated, our ability to consummate the Restructuring Plans may be materially and adversely affected
Termination of the RSA would release parties from their obligations, threatening the consummation of the Restructuring Plans and potentially leading to less favorable alternatives for claimants.
- NewRisks Related to Our Business
Effectiveness of the Restructuring Plans requires the approval of the Restructuring Plan creditors
Effectiveness of the Restructuring Plans requires 75% creditor approval in value for classes under the UK Companies Act 2006.
- NewRisks Related to Our Business
Effectiveness of the Restructuring Plans requires the sanction of the UK High Court
The Restructuring Plans require the sanction of the UK High Court, which must determine the arrangements are fair and procedurally correct.
- NewRisks Related to Our Business
Certain of the Company’s contracts may contain termination clauses which could be triggered by the Restructuring Plans
The Restructuring Plans or insolvency events could trigger termination clauses in material contracts, risking counterparty terminations without necessary consents.
- NewRisks Related to Our Business
The Restructuring Plans may not be recognized or enforced in the United States or Mexico
Failure to secure U.S. Chapter 15 and Mexican recognition for the Restructuring Plans could allow creditors to enforce rights in those jurisdictions.
- NewRisks Related to Our Business
Ongoing events of default subject to forbearance could result in the acceleration of substantially all of our indebtedness
Current defaults under the 2029 Notes, Revolving Credit, and Term Loans are under forbearance, but termination of the RSA or forbearance agreements could accelerate substantially all indebtedness.
- NewRisks Related to Our Business
The separation of the Company into two independent entities as part of the Restructuring Transaction may result in operational, financial, tax and other risks, and there can be no assurance that the anticipated benefits of the separation will be realized
The restructuring divests BrazilCo, eliminating major assets like the Barcarena Facility, Barcarena Power Plant, and PortoCem Power Plant, severely reducing asset base and revenue streams.
- NewRisks Related to Our Business
The market price of our Class A common stock may decline in the future as a result of the Restructuring Transaction, including the proposed equity issuances and future grants under the Incentive Plan
Issuing CoreCo Convertible Preferred Stock mandatorily convertible into 87% of fully-diluted Class A common stock will heavily dilute existing common stockholders.
- NewRisks Related to Our Business
including through resulting supply chain disruptions, increased economic nationalism, negative macroeconomic conditions and increased operational complexity and costs
Tourism dependence and lack of geographic diversification leave the company's LNG demand vulnerable to local economic downturns or travel restrictions in operating geographies.
- NewRisks Related to Our Business
Developments related to the ongoing war between Russia and Ukraine and the ongoing conflicts in the Middle East, as well as geopolitical instability in Venezuela, could adversely affect our business, contracts, financial condition, operating results, cash flows, liquidity and prospects
Middle East conflicts, Ukrainian war, and Venezuelan instability, including attacks on shipping in the Strait of Hormuz, threaten LNG shipping, insurance costs, and energy prices.
- NewRisks Related to Our Business
Our Fast LNG technology is a new strategy and may encounter unforeseen or unknown operational risks
Fast LNG is a new strategy subject to operational risks, construction hurdles, third-party contracting, and regulatory challenges for the second FLNG facility.
- NewRisks Related to Our Business
the localities in which we operate, the Federal Public Prosecutor’s Office and the National Indian Foundation (Fundação Nacional do Índio or “FUNAI”) (for indigenous people) or Palmares Cultural Foundation (Fundação Cultural Palmares) (for Quilombola communities)
- NewRisks Related to Our Business
Concerns relating to the responsible use of new and evolving technologies, such as AI, may result in reputational or financial harm and liability
- NewRisks Related to Ownership of Our Class A Common Stock
We may be unable to maintain the listing of our common stock on the Nasdaq stock market or another national securities exchange
- NewGeneral Risks
from the transaction. Failure to replace the earnings from our Jamaica Business could have a material adverse effect on our business, liquidity, consolidated results of operations and consolidated financial condition
- NewGeneral Risks
Furthermore, there can be no assurances that we will be able to realize the anticipated benefits from the transaction, including benefits related to a reduction in our corporate debt and our ability to reinvest the proceeds profitably
Dropped
- DroppedRisks Related to Our Business
Our Fast LNG technology is not yet proven and we may not be able to implement it as planned or at all
- DroppedRisks Related to Our Business
Our data center infrastructure business has no operating history, and we may not recognize revenue or operating income in the future
- DroppedRisks Related to Our Business
Our data center business strategy depends on the successful development of our projects and any delays or unexpected costs associated with such projects may harm our growth prospects, future operating results and financial condition
- DroppedRisks Related to Our Business
Our data center business model depends upon the demand for data centers
- DroppedRisks Related to Our Business
Our business is dependent upon obtaining substantial additional funding from various sources, which may not be available or may only be available on unfavorable terms
- DroppedRisks Related to Our Business
changes. Such regulations are subject to change, and it is possible that ASEA or other Mexican regulatory bodies may impose new or revised requirements that could increase our operating costs and/or capital expenditures for operations in Mexican offshore waters
- DroppedRisks Related to Ownership of Our Class A Common Stock
We may issue additional preferred stock, the terms of which could adversely affect the voting power or value of our Class A common stock
- DroppedGeneral Risks
We are unable to predict the extent to which global pandemics and health crises will negatively affect our operations, financial performance, nor our ability to achieve our strategic objectives. We are also unable to predict how a global pandemic may affect our customers and suppliers
Reworded
- 98% rewrittenRisks Related to Our Business
Our ability to continue as a going concern is dependent upon our ability to complete the Restructuring Transaction and delay capital expenditures
Updated to explicitly state that cash flows are not probable to support obligations, raising substantial doubt of going concern and forcing alternative in-court restructuring if the current plan fails.
Was: Our ability to continue as a going concern is dependent upon our ability to complete certain transactions and delay capital expenditures
- 79% rewrittenRisks Related to Our Business
Our current lack of asset and geographic diversification could have an adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects
Updated asset and geographic scope to exclude development projects in Puerto Sandino, Barcarena, Santa Catarina, and Ireland, while adding risks of terrorism, crime, and hurricanes in Mexico and Puerto Rico.
- 58% rewrittenRisks Related to Our Business
We have incurred, and may in the future incur, a significant amount of debt. The agreements governing our significant indebtedness place restrictions on us and our subsidiaries, reducing operational and financing flexibility and creating default risks
Updated total consolidated indebtedness figure down from $9.0 billion to approximately $8.3 billion.
- 46% rewrittenRisks Related to Ownership of Our Class A Common Stock
The market price and trading volume of our Class A common stock has in the past and may continue to be volatile, which has subjected and may in the future subject us to securities class action litigation and could result in rapid and substantial losses for our stockholders
Modified to state that Class A common stock has in the past and may continue to be highly volatile, retaining litigation and rapid loss warnings.
Was: The market price and trading volume of our Class A common stock may be volatile, which could result in rapid and substantial losses for our stockholders
- 41% rewrittenRisks Related to Our Business
Despite our substantial level of indebtedness, we and our subsidiaries will be permitted to incur additional indebtedness in the future. This could further exacerbate the risks associated with our substantial indebtedness
Added specific planned debt incurrences under the restructuring, including $475 million in new term loans and $35 million as a capital raise under New CoreCo, plus $400 million under FLNG 2.
- 35% rewrittenRisks Related to Our Business
Technological innovation may impair the economic attractiveness of our projects
Streamlined natural gas liquefaction technology risk wording regarding the company's ability to maintain a competitive position.
- 33% rewrittenGeneral Risks
We have and may in the future continue to engage in mergers, sales and acquisitions, divestments, reorganizations or similar transactions related to our businesses or assets and we may fail to successfully complete such transaction or to realize the expected value
Updated merger, divestment, and reorganization language to reflect past actions and asset sale monetization risks relative to carrying values.
Was: We may engage in mergers, sales and acquisitions, divestments, reorganizations or similar transactions related to our businesses or assets in the future and we may fail to successfully complete such transaction or to realize the expected value
- 33% rewrittenRisks Related to Our Business
Existing and future environmental, social, health and safety laws and regulations could result in increased or more stringent compliance requirements, which may be difficult to comply with or result in additional costs and may otherwise lead to significant liabilities and reputational damage
Retained comprehensive environmental, social, health, and safety compliance risk disclosures governing LNG facilities and hazardous substances.
- 33% rewrittenRisks Related to Our Business
We could be negatively impacted by sustainability-related matters
Was: We could be negatively impacted by environmental, social, and governance (“ESG”) and sustainability-related matters
- 30% rewrittenRisks Related to Our Business
Failure to obtain and maintain permits, approvals and authorizations from governmental and regulatory agencies and third parties on favorable terms could impede operations and construction
- 28% rewrittenGeneral Risks
We are currently and may in the future be involved in legal proceedings and may experience unfavorable outcomes
Was: We have been and may be involved in legal proceedings and may experience unfavorable outcomes
- 27% rewrittenRisks Related to Our Business
Because we are currently dependent upon a limited number of customers, the loss of a significant customer could adversely affect our operating results
- 26% rewrittenRisks Related to Ownership of Our Class A Common Stock
Sales or issuances of our Class A common stock could adversely affect the market price of our Class A common stock
- 22% rewrittenRisks Related to Our Business
We seek to develop innovative and new technologies as part of our strategy that are not yet proven and may not realize the time and cost savings we expect to achieve
- 21% rewrittenRisks Related to Our Business
We operate in a highly regulated environment and our operations could be adversely affected by actions by governmental entities or changes to regulations and legislation
- 21% rewrittenRisks Related to Ownership of Our Class A Common Stock
Future sales and issuances of our Class A common stock, securities convertible or exchangeable into our Class A common stock or rights to purchase our Class A common stock could result in additional dilution of the percentage ownership of our shareholders and may cause our share price to fall
All 77 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business
- 01We are subject to risks and uncertainties associated with the Restructuring Transaction, the Restructuring Plans and the RSANew
- 02Our ability to continue as a going concern is dependent upon our ability to complete the Restructuring Transaction and delay capital expenditures98% rewritten
- 03If the RSA is terminated, our ability to consummate the Restructuring Plans may be materially and adversely affectedNew
- 04Effectiveness of the Restructuring Plans requires the approval of the Restructuring Plan creditorsNew
- 05Effectiveness of the Restructuring Plans requires the sanction of the UK High CourtNew
- 06Certain of the Company’s contracts may contain termination clauses which could be triggered by the Restructuring PlansNew
- 07The Restructuring Plans may not be recognized or enforced in the United States or MexicoNew
- 08Ongoing events of default subject to forbearance could result in the acceleration of substantially all of our indebtednessNew
- 09The separation of the Company into two independent entities as part of the Restructuring Transaction may result in operational, financial, tax and other risks, and there can be no assurance that the anticipated benefits of the separation will be realizedNew
- 10The market price of our Class A common stock may decline in the future as a result of the Restructuring Transaction, including the proposed equity issuances and future grants under the Incentive PlanNew
- 11Our ability to implement our business strategy may be materially and adversely affected by many known and unknown factors
- 12We are subject to various construction risks
- 13Operation of our infrastructure, facilities and vessels involves significant risks
- 14We depend on third-party contractors, operators and suppliers
- 15Failure of LNG to be a competitive source of energy in the markets in which we operate, and seek to operate, could adversely affect our expansion strategy
- 16We operate in a highly regulated environment and our operations could be adversely affected by actions by governmental entities or changes to regulations and legislation21% rewritten
- 17Failure to obtain and maintain permits, approvals and authorizations from governmental and regulatory agencies and third parties on favorable terms could impede operations and construction30% rewritten
- 18When we invest significant capital to develop a project, we are subject to the risk that the project is not successfully developed and that our customers do not fulfill their payment obligations to us following our capital investment in a project
- 19Failure to maintain sufficient working capital could limit our growth and harm our business, financial condition and results of operations
- 20Our ability to generate revenues is substantially dependent on our current and future long-term agreements and the performance by customers under such agreements
- 21Our current lack of asset and geographic diversification could have an adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and prospects79% rewritten
- 22including through resulting supply chain disruptions, increased economic nationalism, negative macroeconomic conditions and increased operational complexity and costsNew
- 23Because we are currently dependent upon a limited number of customers, the loss of a significant customer could adversely affect our operating results27% rewritten
- 24We may not be able to convert our anticipated customer pipeline into binding long-term contracts, and if we fail to convert potential sales into actual sales, we will not generate the revenues and profits we anticipate
- 25Our contracts with our customers are subject to termination under certain circumstances
- 26Competition in the LNG industry is intense, and some of our competitors have greater financial, technological and other resources than we currently possess
- 27Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our business and the performance of our customers
- 28Developments related to the ongoing war between Russia and Ukraine and the ongoing conflicts in the Middle East, as well as geopolitical instability in Venezuela, could adversely affect our business, contracts, financial condition, operating results, cash flows, liquidity and prospectsNew
- 29Our risk management strategies cannot eliminate all LNG price and supply risks. In addition, any non-compliance with our risk management strategies could result in significant financial losses
- 30Any use of hedging arrangements may adversely affect our future operating results or liquidity
- 31We are dependent on third-party LNG suppliers and the development of our own portfolio is subject to various risks and assumptions
- 32LNG that is processed, transported and/or stored on FSRUs and transported via pipeline is subject to risk of loss or damage
- 33We rely on tankers and other vessels outside of our fleet for our LNG transportation and transfer
- 34Hire rates for FSRUs and LNG carriers may fluctuate substantially. If rates are lower when we are seeking a new charter, our earnings may decline
- 35We may not be able to fully utilize the capacity of our FSRUs and other facilities
- 36The operation of our vessels is dependent on our ability to deploy our vessels to an NFE terminal or to long-term charters
- 37Vessel values may fluctuate substantially and, if these values are lower at a time when we are attempting to dispose of vessels, we may incur a loss
- 38Maritime claimants could arrest our vessels, which could interrupt our cash flow
- 39We seek to develop innovative and new technologies as part of our strategy that are not yet proven and may not realize the time and cost savings we expect to achieve22% rewritten
- 40Technological innovation may impair the economic attractiveness of our projects35% rewritten
- 41Our Fast LNG technology is a new strategy and may encounter unforeseen or unknown operational risksNew
- 42We have incurred, and may in the future incur, a significant amount of debt. The agreements governing our significant indebtedness place restrictions on us and our subsidiaries, reducing operational and financing flexibility and creating default risks58% rewritten
- 43Despite our substantial level of indebtedness, we and our subsidiaries will be permitted to incur additional indebtedness in the future. This could further exacerbate the risks associated with our substantial indebtedness41% rewritten
- 44We have entered into, and may in the future enter into or modify existing, joint ventures that might restrict our operational and corporate flexibility or require credit support
- 45The swaps regulatory and other provisions of the Dodd-Frank Act and the rules adopted thereunder and other regulations, including EMIR and REMIT, could adversely affect our ability to hedge risks associated with our business and our operating results and cash flows
- 46We may incur impairments to long-lived assets
- 47Weather events or other natural or manmade disasters or phenomena, some of which may be adversely impacted by global climate change, could have a material adverse effect on our operations and projects, as well as on the economies in the markets in which we operate or plan to operate
- 48Existing and future environmental, social, health and safety laws and regulations could result in increased or more stringent compliance requirements, which may be difficult to comply with or result in additional costs and may otherwise lead to significant liabilities and reputational damage33% rewritten
- 49the localities in which we operate, the Federal Public Prosecutor’s Office and the National Indian Foundation (Fundação Nacional do Índio or “FUNAI”) (for indigenous people) or Palmares Cultural Foundation (Fundação Cultural Palmares) (for Quilombola communities)New
- 50We are subject to numerous governmental export laws, and trade and economic sanctions laws and regulations, and anti-corruption laws and regulation
- 51Our charterers may inadvertently violate applicable sanctions and/or call on ports located in, or engage in transactions with, countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect their business
- 52Increasing transportation regulations may increase our costs and negatively impact our results of operations
- 53Our chartered vessels operating in certain jurisdictions, including the United States, now or in the future, may be subject to cabotage laws, including the Merchant Marine Act of 1920, as amended (the “Jones Act”)
- 54We may not own the land on which our projects are located and are subject to leases, rights-of-ways, easements and other property rights for our operations
- 55We could be negatively impacted by sustainability-related matters33% rewritten
- 56Information technology failures and cyberattacks could affect us significantly
- 57Concerns relating to the responsible use of new and evolving technologies, such as AI, may result in reputational or financial harm and liabilityNew
- 58Our insurance may be insufficient to cover losses that may occur to our property or result from our operations
- 59Our success depends on key members of our management, the loss of any of whom could disrupt our business operations
- 60We may experience increased labor costs and regulation, and the unavailability of skilled workers or our failure to attract and retain qualified personnel, as well as our ability to comply with such labor laws, could adversely affect us
- 61Our business could be affected adversely by labor disputes, strikes or work stoppages
Risks Related to the Jurisdictions in Which We Operate
- 62We are subject to the economic, political, social and other conditions in the jurisdictions in which we operate
- 63Our financial condition and operating results may be adversely affected by foreign exchange fluctuations
Risks Related to Ownership of Our Class A Common Stock
- 64The market price and trading volume of our Class A common stock has in the past and may continue to be volatile, which has subjected and may in the future subject us to securities class action litigation and could result in rapid and substantial losses for our stockholders46% rewritten
- 65Prior to the consummation of the Restructuring Transaction, a small number of our original investors have the ability to direct the voting of a significant amount of our common stock, and their interests may conflict with those of our other stockholders
- 66Future sales and issuances of our Class A common stock, securities convertible or exchangeable into our Class A common stock or rights to purchase our Class A common stock could result in additional dilution of the percentage ownership of our shareholders and may cause our share price to fall21% rewritten
- 67The declaration and payment of dividends to holders of our Class A common stock is at the discretion of our board of directors and we do not expect to pay dividends for the foreseeable future
- 68Sales or issuances of our Class A common stock could adversely affect the market price of our Class A common stock26% rewritten
- 69An active, liquid and orderly trading market for our Class A common stock may not be maintained and the price of our Class A common stock may fluctuate significantly
- 70We may be unable to maintain the listing of our common stock on the Nasdaq stock market or another national securities exchangeNew
General Risks
- 71We are a holding company and our operational and consolidated financial results are dependent on the results of our subsidiaries, affiliates, joint ventures and special purpose entities in which we invest
- 72We have and may in the future continue to engage in mergers, sales and acquisitions, divestments, reorganizations or similar transactions related to our businesses or assets and we may fail to successfully complete such transaction or to realize the expected value33% rewritten
- 73from the transaction. Failure to replace the earnings from our Jamaica Business could have a material adverse effect on our business, liquidity, consolidated results of operations and consolidated financial conditionNew
- 74Furthermore, there can be no assurances that we will be able to realize the anticipated benefits from the transaction, including benefits related to a reduction in our corporate debt and our ability to reinvest the proceeds profitablyNew
- 75A change in tax laws in any country in which we operate could adversely affect us
- 76We are currently and may in the future be involved in legal proceedings and may experience unfavorable outcomes28% rewritten
- 77If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our Class A common stock or if our operating results do not meet their expectations, our share price could decline
Other New Fortress Energy 10-Ks
- FY2024 10-K risk factors68 risks
Going concern doubts require completing key transactions and delaying capital expenditures to maintain operations.
Filed Mar 10, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.