Excelerate Energy, Inc
A provider of floating liquefied natural gas (LNG) infrastructure, Excelerate Energy builds and operates ships called FSRUs that store LNG and turn it back into natural gas onboard, letting coastal countries import fuel without huge onshore terminals. Founded in 2003 by Tulsa investor George Kaiser, the company pioneered this floating technology and now serves governments and utilities in dozens of countries from its Texas base. Its name is a playful blend of "accelerate" and "excellent," nodding to how its ships get gas to market far faster than land-based plants.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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 Form 10-Q and included in the 2025 Annual Report. This discussion contains forwa…
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 Form 10-Q and included in the 2025 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 the 2025 Annual Report, this Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”). Please also see the section titled “Forward-Looking Statements.” Overview Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Once natural gas is liquefied, it needs an inlet into the countries where it will be consumed – Excelerate provides that home for LNG. Our assets are the receiving points across the globe for LNG, which we convert back into natural gas through the process of regasification. That natural gas is then used by us, our customers, or other end users further downstream for lower carbon emitting power generation or direct energy consumption. At Excelerate, we believe that access to energy sources such as LNG is critical to assist countries in growing their economies, enhancing their energy security, and advancing their decarbonization efforts. 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 June 30, 2026, we controlled or operated 12 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. Our business spans the globe, with a regional presence in 15 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Iraq, Jamaica, Jordan, Pakistan, the United Arab Emirates (“UAE”), and the United States (“U.S.”). As of June 30, 2026, we have completed more than 4,000 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 8,300 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 June 30, 2026, we generated revenues of $329.3 million, net income of $50.1 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $120.1 million. For the three months ended June 30, 2025, we generated revenues of $204.6 million, net income of $20.8 million and Adjusted EBITDA of $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.” Recent Business Updates 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”). Despite the ongoing conflict in the Middle East, 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 have been staged globally and are being mobilized based on construction priorities. Operations of the integrated terminal are expected to commence early in the second quarter of 2027. In March 2026, in connection with the conflict in the Middle East, we received a force majeure notice from QatarEnergy under our long-term LNG purchase agreement. We issued a corresponding force majeure notice to Petrobangla under our long-term LNG supply agreement. We currently cannot predict the timing of resumption of performance under these contracts. 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 commenced operations in 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. In June 2026, we executed a long-term time charter party agreement with a subsidiary of Frontera Energy Corporation to redeploy the Express to a new LNG import terminal under development in Colombia. The agreement is expected to commence in the first quarter of 2027 under a seven-year term with multiple extension options, following the expiration of the terminal’s current charter and completion of dry dock and project implementation activities. The contract provides improved economic terms relative to the terminal’s 29 current deployment, secures long-term utilization of the asset, and supports Colombia’s efforts to strengthen energy security and diversify its sources of natural gas supply. In July 2026, we executed an agreement to acquire an LNG carrier, the Methane Patricia Camila, which is expected to serve as the dedicated vessel for our first FSRU conversion project. We currently expect that the converted FSRU will be available for commercial deployment in 2028. Recent Trends and Outlook During the second quarter of 2026, global LNG markets remained heavily influenced by geopolitical developments in the Middle East. Market conditions remained volatile as buyers continued to balance supply security considerations against evolving geopolitical risks. Elevated shipping costs, higher insurance premiums, and uncertainty regarding the timing of full supply restoration continued to influence trading activity throughout the quarter. LNG market dynamics remained closely tied to geopolitical developments. Natural gas and LNG prices increased across European and Asian markets during the second quarter of 2026 as compared to the first quarter of 2026. Average prices for Dutch Title Transfer Facility (TTF) and Japan Korea Marker (JKM) in the second quarter of 2026 were $15.61 per million British thermal units (“MMBtu”) and $17.65 per MMBtu, respectively, compared to $13.69 per MMBtu and $13.25 per MMBtu, respectively, in the first quarter of 2026. Separately, average Henry Hub futures settlement prices decreased from $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 million 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. Components of Our Results of Operations LNG, gas and power revenues LNG, gas and power revenues are earned through vertically integrated LNG sourcing, transportation, regasification, and power generation. We employ our midstream LNG assets with additional owned assets further downstream in the LNG value chain to deliver products to our customers, ultimately in the form of natural gas, LNG, power, or steam. These products are primarily sold through long-term take-or-pay agreements and, when sourced by us, are primarily done on a back-to-back price basis. Terminal services revenues Terminal services revenues are earned via our offshore infrastructure assets that are leased to customers and from the related technical services we provide to operate those assets. These assets provide offshore regasification of LNG to natural gas and are put in place to provide the inlet for LNG into countries around the world under long-term, take-or-pay lease and operations agreements. We generally charge fixed fees for the use of and services provided with our regasification capacity plus additional amounts for certain variable costs. Cost of LNG, gas and power Cost of LNG, gas and power is comprised of expenses incurred in sourcing LNG, transporting LNG and natural gas, regasifying LNG, and generating power and steam. These expenses include purchasing, personnel, and other supporting costs incurred in operating and servicing our infrastructure assets utilized in delivering these products to our customers. We primarily source LNG through long-term offtake agreements from natural gas liquefaction facilities around the world. These offtake agreements allow us to link price terms directly with take-or-pay agreements with our customers, creating continuous take-or-pay margin on a back-to-back price basis. Operating expenses Operating expenses include personnel, repair and maintenance, and other supporting costs incurred in operating and servicing our offshore infrastructure assets that are leased to customers. Depreciation and amortization expenses Depreciation expense is recognized on a straight-line basis over the estimated useful lives of our property and equipment assets, less an estimated salvage value. Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period. 30 Selling, general and administrative expenses 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 consist of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses. Transition and transaction expenses We incurred transition and transaction expenses related to consulting, legal and due diligence costs incurred as part of and in preparation for the Acquisition (as defined herein). Other income, net Other income, net, primarily contains interest income, gains or losses from the effect of foreign exchange rates and gains and losses on asset sales. Interest expense and Interest expense – related party Our interest expense is primarily associated with our finance leases liabilities and loan agreements with external banks and related parties. Earnings from equity-method investment Earnings from equity-method investment relate to our 45% ownership interest in the joint venture with Nakilat Excelerate LLC. Provision for income taxes 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 interest 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. Factors Affecting the Comparability of Our Results of Operations Our 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 Acquisition 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 June 30, 2025 only contain a partial period of Jamaica operating results. How We Evaluate Our Operations We operate in a single reportable segment. However, we use a variety of qualitative, operational and financial metrics to assess our performance and valuation. Among other measures, management considers each of the following in assessing our business: Adjusted Gross Margin; Adjusted EBITDA; and Capital Expenditures. Adjusted Gross Margin We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less direct cost of sales and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications 31 of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information. Adjusted EBITDA 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 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 adjust net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, Adjusted EBITDA has significant limitations that affect its use as an indicator of our profitability and valuation, and you are cautioned not to place undue reliance on this information. Capital Expenditures 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, maintain the service capability of existing 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. The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP: Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (In thousands) LNG, gas and power $ 168,811 $ 55,723 $ 443,987 $ 222,448 Terminal services 160,454 148,833 318,717 297,198 Cost of LNG, gas and power (135,333 ) (40,427 ) (378,378 ) (201,186 ) Operating expenses (56,075 ) (46,023 ) (109,159 ) (87,961 ) Depreciation and amortization expense (32,670 ) (25,518 ) (63,677 ) (47,161 ) Gross Margin $ 105,187 $ 92,588 $ 211,490 $ 183,338 Depreciation and amortization expense 32,670 25,518 63,677 47,161 Adjusted Gross Margin $ 137,857 $ 118,106 $ 275,167 $ 230,499 Three months ended June 30, Six months ended June 30, 2026 2025 2026 2025 (In thousands) Net income $ 50,074 $ 20,765 $ 100,052 $ 72,888 Interest expense 27,217 23,932 54,826 38,248 Provision for income taxes 5,939 5,574 15,399 11,601 Depreciation and amortization expense 32,670 25,518 63,677 47,161 Accretion expense 846 483 1,680 960 Long-term incentive compensation expense 3,344 3,206 6,628 5,358 Transition and transaction expenses — 27,659 — 31,341 Adjusted EBITDA $ 120,090 $ 107,137 $ 242,262 $ 207,557 32 Consolidated Results of Operations Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025 For the three months ended June 30, For the six months ended June 30, 2026 2025 Change 2026 2025 Change (In thousands) (In thousands) Revenues LNG, gas and power $ 168,811 $ 55,723 $ 113,088 $ 443,987 $ 222,448 $ 221,539 Terminal services 160,454 148,833 11,621 318,717 297,198 21,519 Total revenues 329,265 204,556 124,709 762,704 519,646 243,058 Operating expenses Cost of LNG, gas and power (exclusive of items below) 135,333 40,427 94,906 378,378 201,186 177,192 Operating expenses 56,075 46,023 10,052 109,159 87,961 21,198 Depreciation and amortization 32,670 25,518 7,152 63,677 47,161 16,516 Selling, general and administrative 24,291 21,543 2,748 48,627 42,895 5,732 Transition and transaction expenses — 27,659 (27,659 ) — 31,341 (31,341 ) Total operating expenses 248,369 161,170 87,199 599,841 410,544 189,297 Operating income 80,896 43,386 37,510 162,863 109,102 53,761 Other income (expense) Interest expense (24,161 ) (20,683 ) (3,478 ) (48,699 ) (31,741 ) (16,958 ) Interest expense – related party (3,056 ) (3,249 ) 193 (6,127 ) (6,507 ) 380 Earnings from equity method investment 642 600 42 1,246 1,196 50 Other income, net 1,692 6,285 (4,593 ) 6,168 12,439 (6,271 ) Income before income taxes 56,013 26,339 29,674 115,451 84,489 30,962 Provision for income taxes (5,939 ) (5,574 ) (365 ) (15,399 ) (11,601 ) (3,798 ) Net income 50,074 20,765 29,309 100,052 72,888 27,164 Less net income attributable to non-controlling interests 37,997 16,036 21,961 75,655 56,772 18,883 Net income attributable to shareholders $ 12,077 $ 4,729 $ 7,348 $ 24,397 $ 16,116 $ 8,281 Additional financial data: Gross Margin $ 105,187 $ 92,588 $ 12,599 $ 211,490 $ 183,338 $ 28,152 Adjusted Gross Margin 137,857 118,106 19,751 275,167 230,499 44,668 Adjusted EBITDA 120,090 107,137 12,953 242,262 207,557 34,705 Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025 Net income Net income was $50.1 million for the three months ended June 30, 2026, an increase of $29.3 million, as compared to $20.8 million for the three months ended June 30, 2025. Net income was higher primarily due to transition and transaction costs incurred in the second quarter of 2025 as a result of the Acquisition ($27.7 million), the addition of long-term LNG, gas and power sales agreements ($16.7 million), and additional short-term LNG, gas and power sales opportunities ($2.1 million), partially offset by the addition of depreciation and amortization in Jamaica ($5.6 million), 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 ($4.8 million), and a decrease in interest income ($4.0 million). Net income was $100.1 million for the six months ended June 30, 2026, an increase of $27.2 million, as compared to $72.9 million for the six months ended June 30, 2025. Net income was higher 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 ($18.0 million), the addition of depreciation and amortization in Jamaica ($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 ($3.8 million). 33 Gross Margin and Adjusted Gross Margin Gross Margin was $105.2 million for the three months ended June 30, 2026, an increase of $12.6 million, as compared to $92.6 million for the three months ended June 30, 2025. For the three months ended June 30, 2026, Adjusted Gross Margin was $137.9 million, an increase of $19.8 million, as compared to $118.1 million for the three 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 ($16.7 million), and additional short-term LNG, gas and power sales opportunities ($2.1 million). Gross Margin was also impacted by the addition of depreciation and amortization in Jamaica ($5.6 million). Gross Margin was $211.5 million for the six months ended June 30, 2026, an increase of $28.2 million, as compared to $183.3 million for the six months ended June 30, 2025. For the six months ended June 30, 2026, Adjusted Gross 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 ($39.8 million), additional short-term LNG, gas and power sales opportunities ($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). Adjusted EBITDA Adjusted EBITDA was $120.1 million for the three months ended June 30, 2026, an increase of $13.0 million, as compared to $107.1 million for the three months ended June 30, 2025. Adjusted EBITDA was higher primarily due to the addition of long-term LNG, gas and power sales agreements ($16.7 million) and additional short-term LNG, gas and power sales opportunities ($2.1 million), partially offset by a decrease in interest income ($4.0 million). Adjusted EBITDA was $242.3 million for the six months ended June 30, 2026, an increase of $34.7 million, as compared to $207.6 million for the six months ended June 30, 2025. Adjusted EBITDA was higher primarily due to the addition of long-term LNG, gas and power sales agreements ($39.8 million), additional short-term LNG, gas and power sales opportunities ($3.8 million), and additional subcharter opportunities ($1.7 million), partially offset by a decrease in interest income ($5.6 million) and a seasonal maintenance project ($4.1 million). For more information regarding our non-GAAP measures Adjusted Gross Margin and Adjusted EBITDA, and a reconciliation to their most comparable GAAP measures, see “—How We Evaluate Our Operations.” LNG, gas and power revenues LNG, gas and power revenues were $168.8 million for the three months ended June 30, 2026, an increase of $113.1 million, as compared to $55.7 million for the three months ended June 30, 2025. The increase was primarily due to the Acquisition. LNG, gas and power revenues were $444.0 million for the six months ended June 30, 2026, an increase of $221.6 million, as compared to $222.4 million for the six months ended June 30, 2025. The increase was primarily due to the Acquisition. Terminal services revenues Terminal services revenues were $160.5 million for the three months ended June 30, 2026, an increase of $11.7 million as compared to $148.8 million for the three months ended June 30, 2025. Terminal services revenues were higher primarily due to additional subcharter opportunities and increased contract rates. Terminal services revenues were $318.7 million for the six months ended June 30, 2026, an increase of $21.5 million as compared to $297.2 million for the six months ended June 30, 2025. Terminal services revenues were higher primarily due to additional subcharter opportunities and increased contract rates. Cost of LNG, gas and power Cost of LNG, gas and power was $135.3 million for the three months ended June 30, 2026, an increase of $94.9 million, as compared to $40.4 million for the three months ended June 30, 2025. The increase was primarily due to the Acquisition. Cost of LNG, gas and power was $378.4 million for the six months ended June 30, 2026, an increase of $177.2 million, as compared to $201.2 million for the six months ended June 30, 2025. The increase was primarily due to the Acquisition. Operating expenses Operating expenses were $56.1 million for the three months ended June 30, 2026, an increase of $10.1 million, as compared to $46.0 million for the three months ended June 30, 2025. The increase in operating expenses was primarily due to increased rebillable costs and additional subcharter opportunities. 34 Operating expenses were $109.2 million for the six months ended June 30, 2026, an increase of $21.2 million, as compared to $88.0 million for the six months ended June 30, 2025. The increase in operating expenses was primarily due to increased rebillable costs, a seasonal maintenance project, additional subcharter opportunities and increased personnel costs in Argentina. Depreciation and amortization expenses Depreciation and amortization expenses were $32.7 million for the three months ended June 30, 2026, an increase of $7.2 million, as compared to $25.5 million for the three months ended June 30, 2025. Depreciation and amortization increased primarily due to the Acquisition. Depreciation and amortization expenses were $63.7 million for the six months ended June 30, 2026, an increase of $16.5 million, as compared to $47.2 million for the six months ended June 30, 2025. Depreciation and amortization increased primarily due to the Acquisition. Selling, general and administrative expenses Selling, general and administrative expenses were $24.3 million for the three months ended June 30, 2026, an increase of $2.8 million, as compared to $21.5 million for the three months ended June 30, 2025. Selling, general and administrative expenses increased primarily due to increased business development. Selling, general and administrative expenses were $48.6 million for the six months ended June 30, 2026, an increase of $5.7 million, as compared to $42.9 million for the six months ended June 30, 2025. Selling, general and administrative expenses increased primarily due to increased business development. Transition and transaction expenses Transition and transaction expenses were $27.7 million and $31.3 million for the three and six months ended June 30, 2025, respectively. Transition and transaction expenses related to due diligence, legal, and integration costs for the Acquisition. We did not incur any transition and transaction expenses in the three and six months ended June 30, 2026. Interest expense Interest expense was $24.2 million for the three months ended June 30, 2026, an increase of $3.5 million, as compared to $20.7 million for the three months ended June 30, 2025. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown during the second quarter of 2025. Interest expense was $48.7 million for the six months ended June 30, 2026, an increase of $17.0 million, as compared to $31.7 million for the six months ended June 30, 2025. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown during the second quarter of 2025. Other income, net Other income, net was $1.7 million for the three months ended June 30, 2026, a decrease of $4.6 million, as compared to $6.3 million for the three months ended June 30, 2025. Other income, net decreased primarily due to a decrease in interest income. Other income, net was $6.2 million for the six months ended June 30, 2026, a decrease of $6.2 million, as compared to $12.4 million for the six months ended June 30, 2025. Other income, net decreased primarily due to a decrease in interest income. Provision for income taxes The provision for income taxes for the three months ended June 30, 2026 and 2025 was $5.9 million and $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 attributable to the year-over-year change in the geographical distribution of income. The effective tax rate for the three months ended June 30, 2026 and 2025, was 10.6% and 21.2%, respectively. The effective tax rate for the six months ended June 30, 2026 and 2025, was 13.3% and 13.7%, respectively. The change was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions. Net income attributable to non-controlling interest Net income attributable to non-controlling interest was $38.0 million for the three months ended June 30, 2026, an increase of $22.0 million, as compared to $16.0 million for the three months ended June 30, 2025. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock. 35 Net income attributable to non-controlling interest was $75.7 million for the six months ended June 30, 2026, an increase of $18.9 million, as compared to $56.8 million for the six months ended June 30, 2025. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock. Liquidity and Capital Resources 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 13 – Equity. As of June 30, 2026, we had $342.4 million in unrestricted cash and cash equivalents. We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, equity offerings, capital contributions and our operating cash flows as discussed below. We expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the Tax Receivable Agreement (“TRA”), and pay cash dividends and distributions. Any determination to pay dividends to holders of our common stock and distributions to holders of EELP’s Class B interests will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions on our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt financing. Repurchase of Equity Securities 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 per 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 June 30, 2026, we repurchased 693,177 shares of our outstanding Class A Common Stock at a weighted average price of $33.93 per share, for a total net cost, including commission fees and taxes, of approximately $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. Equity Offering In March 2025, the Company and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of our Class A Common Stock. The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from us pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed in April 2025. The underwriters’ option was fully exercised and subsequently closed in May 2025. The net proceeds from the Equity Offering to us from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million. Cash Flow Statement Highlights Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025 Six months ended June 30, 2026 2025 Change (In thousands) Net cash provided by (used in): Operating activities $ 174,244 $ 241,949 $ (67,705 ) Investing activities (283,833 ) (1,125,499 ) 841,666 Financing activities (85,958 ) 773,048 (859,006 ) Effect of exchange rate on cash, cash equivalents, and restricted cash 219 88 131 Net decrease in cash, cash equivalents, and restricted cash $ (195,328 ) $ (110,414 ) $ (84,914 ) 36 Operating Activities Cash flows provided by operating activities decreased by $67.7 million for the six months ended June 30, 2026, as compared to the six months ended June 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. Investing Activities and Capital Expenditures Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which decreased by $841.7 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily due to the Acquisition, partially offset by increased milestone payments made in 2026 as compared to 2025 for the Excelerate Acadia as well as purchases made in 2026 for our Iraq project. Financing Activities Financing cash flows decreased by $859.0 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, primarily due to $800.0 million in borrowings as a result of the Debt Offering (as defined herein) completed in 2025, $201.9 million in proceeds from the Equity Offering, and $28.4 million in repurchases of Class A Common Stock, partially offset by a $161.2 million decrease in repayments on long-term debt and finance leases and a $19.4 million decrease in the payment of debt issuance costs. Capital Expenditures The following table summarizes our cash outlays for capital projects for the three and six months ended June 30, 2026 and 2025: For the three months ended June 30, For the six months ended June 30, 2026 2025 Change 2026 2025 Change (In thousands) (In thousands) Capital expenditures Growth $ 241,299 $ 21,161 $ 220,138 $ 257,857 $ 56,646 $ 201,211 Maintenance 14,468 13,991 477 22,211 26,066 (3,855 ) Gross capital expenditures 255,767 35,152 220,615 280,068 82,712 197,356 Change in capital project payables and accruals, net 1,752 (1,867 ) 3,619 3,765 (5,304 ) 9,069 Cash outlays for capital projects $ 257,519 $ 33,285 $ 224,234 $ 283,833 $ 77,408 $ 206,425 Debt Facilities 2030 Notes In May 2025, EELP closed on an offering (the “Debt Offering”) of $800 million in aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an Indenture, dated as of May 5, 2025, by and among EELP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar, will mature in May 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears in each May and November, beginning in November 2025. The net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering and cash on hand, were used to (i) fund the consideration payable by the Company for the Acquisition, (ii) repay the outstanding borrowings under the Term Loan Facility (as defined herein), and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP. Revolving Credit Facility and Term Loan Facility In April 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. Proceeds from the EE Revolver may be used for working capital and other general corporate purposes. The EE Revolver originally enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025. In March 2023, EELP entered into an amended and restated senior secured credit agreement (the “Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver, as amended, the “EE Facilities”). 37 Borrowings under the EE Facilities bear interest at a per annum rate equal to the term Secured Overnight Financing Rate (“SOFR”) reference rate for such period plus an applicable margin, which applicable margin is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitment is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio. In March 2025, EELP entered into an amendment to the Amended Credit Agreement, which provided for, among other things (i) additional covenant baskets to permit the Acquisition and the incurrence of debt in connection therewith and (ii) replacement of the collateral vessel maintenance coverage covenant with a broader collateral maintenance coverage covenant, which includes the value of the assets acquired in the Acquisition. In April 2025, EELP and the Company entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement, which provided for, among other things, (i) the extension of the maturity of the revolving facility thereunder to March 2029 and (ii) an increase in the aggregate commitments under the EE Revolver to $500.0 million. In accordance with the conditions of the Fifth Amendment, the remaining outstanding balance on the existing Term Loan Facility was repaid in full using proceeds from the 2030 Notes. The Company also unwound the interest rate swaps associated with the Term Loan Facility. In September 2025, EELP and the Company entered into the sixth amendment to the Amended Credit Agreement, which modified provisions related to investments and restricted payments to provide greater flexibility to the Company. As of June 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 June 30, 2026 and up to $500.0 million of the EE Revolver may be used for letters of credit. We have $198.5 million in letters of credit outstanding as of June 30, 2026, under a bilateral facility. As of June 30, 2026, the Company was in compliance with the covenants under its debt facilities. For information about our other debt obligations, see Notes 11 and 12 in the Notes to our Consolidated Financial Statements. Other Contractual Obligations Operating Leases 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 June 30, 2026, we had future minimum lease payments totaling $196.0 million and are committed to $17.1 million in year one, $69.2 million for years two and three, $65.9 million for years four and five and $43.8 million thereafter. Finance Leases 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 June 30, 2026, we had future minimum lease payments totaling $190.6 million and are committed to $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. Tax Receivable Agreement 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. LNG purchase commitments Our LNG future purchase obligations are primarily based on monthly Henry Hub natural gas futures, Dutch Title Transfer Facility futures, or Brent Crude pricing times a fixed percentage or with a contractual spread where applicable. Some obligations depend on supplier LNG facilities becoming operational. 38 The following table presents our future contractual obligations from contracts exceeding one year as of June 30, 2026 (in thousands): Next Twelve Months Beyond LNG purchase and capacity obligations $ 651,397 $ 11,628,723 Long-term debt obligations 34,689 1,060,868 Lease obligations 67,652 318,956 Other purchase obligations 91,329 16,745 Total commitments $ 845,067 $ 13,025,292 Critical Accounting Policies and Estimates The preparation of our consolidated financial statements in conformity with GAAP requires significant judgments from management in estimating matters for financial reporting that are inherently uncertain. For additional information about our accounting policies and estimates, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2025 Annual Report and the notes to the audited financial statements included therein. There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2025 Annual Report. Recent Accounting Pronouncements Refer to Note 2 – Summary of significant accounting policies, to the notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for information regarding recently issued accounting pronouncements.
In our normal course of business, we are exposed to certain market risks, including changes in interest rates, natural gas and LNG commodity prices and foreign currency exchange rates. In order to manage these risks, we may utilize derivative instruments. Gains or losses on thos…
In our normal course of business, we are exposed to certain market risks, including changes in interest rates, natural gas and LNG commodity prices and foreign currency exchange rates. In order to manage these risks, we may utilize derivative instruments. Gains or losses on those derivative instruments would typically be offset by corresponding gains or losses on the hedged item. Interest Rate Risk We have entered into long-term interest rate swap agreements in order to hedge a portion of our exposure to changes in interest rates associated with our external bank loans. We are exposed to changes in interest rates on our other debt facilities as well as the portion of our external bank loans that remain unhedged. We may enter into additional derivative instruments to manage our exposure to interest rates. As of June 30, 2026 and December 31, 2025, the fair value of our interest rate swaps was $0.8 million and $0.5 million, respectively. Based on our hedged notional amount as of June 30, 2026, a hypothetical 100 basis point increase or decrease in the three-month and six-month SOFR forward curves would change the estimated fair value of our existing interest rate swaps by $0.7 million. Commodity Price Risk In the course of our operations, we may be exposed to commodity price risk, primarily through our purchases of or commitments to purchase LNG. To reduce our exposure, we may enter into derivative instruments to offset some or all of the associated price risk. As of June 30, 2026, we had $(1.2) million in financial commodity derivative instruments. As of December 31, 2025, we had no financial commodity derivative instruments. Based on our hedged notional amount as of June 30, 2026, a hypothetical 10% increase or decrease in the underlying commodities prices would change the estimated fair value of our commodity derivative instruments by $1.3 million. Foreign Currency Exchange Risk Our reporting currency is the U.S. dollar. We have one foreign subsidiary that utilizes the euro as its functional currency. Gains or losses due to transactions in foreign currencies are included in other income (expense), net in our consolidated statements of income. Due to a portion of our expenses being incurred in currencies other than the U.S. dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the euro, Argentine peso, Brazilian real, Bangladesh taka and Jamaican dollar. As of June 30, 2026, the fair value of financial derivatives used to hedge some of our currency exposure was immaterial. For the six months ended June 30, 2026 and 2025, we recorded $(0.4) million and $(0.5) million, respectively, in foreign currency gains/(losses) in our consolidated statements of income. 39
Read original filing text →Disclosure concerning legal proceedings is incorporated by reference to Part I. Item 1. Financial Information—Note 21 – Commitments and contingencies in this Form 10-Q.
Disclosure concerning legal proceedings is incorporated by reference to Part I. Item 1. Financial Information—Note 21 – Commitments and contingencies in this Form 10-Q.
Read original filing text →There have been no material changes from the risk factors previously disclosed in Part I, Item1A. “Risk Factors” included in the 2025 Annual Report.
There have been no material changes from the risk factors previously disclosed in Part I, Item1A. “Risk Factors” included in the 2025 Annual Report.
Read original filing text →