Throughout this report, unless the context indicates otherwise, the “Company”, “Golar”, “Golar LNG”, “we”, “us”, and “our” all refer to Golar LNG Limited or any one or more of its consolidated subsidiaries, including Golar Management Ltd, or Golar Management, or to all such entities. Unless otherwise indicated, all references to “USD” and “$” in this report are to U.S. dollars. A. Reserved B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The risk factors summarized and detailed below could materially and adversely affect our business, our financial condition, our results of operations and the trading price of our common shares. We have categorized the risks we face based on whether they arise from our FLNG projects, FLNG operations, financing activities, from the industry in which we operate, matters specific to our common shares and taxation. The order in which these risks are presented reflects management’s assessment of their relative significance. Where relevant, we have grouped together related risks into the following categories: ◦Risks related to our existing and prospective FLNG projects ■Our ability to meet our obligations in connection with FLNG Hilli's refurbishment and the conversion of the MKII FLNG and their respective charters to SESA; ■Our heavy reliance on a limited number of contractors, suppliers and shipyards with relevant specialized experience, given the sophisticated nature of FLNG conversions; and ■Our ability to develop, structure and execute a fourth FLNG aligned with specific customer requirements and conversion strategy. ◦Risks related to our operations ■Our ability to meet our continuing obligations under the LOA entered into in connection with the FLNG Gimi; ■Our ability to meet our continuing obligations under the LTA entered into in connection with the FLNG Hilli; ■Our operating revenue is dependent on a high customer concentration wherein a loss of any of our customers could have an adverse effect on our earnings, cash flows and financial condition; ■Our efforts to manage commodity and financial risks through derivative instruments could adversely affect our results of operations and financial condition; ■We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business; ■We may experience increased labor costs, the unavailability of skilled workers or the failure to attract and retain qualified key personnel, which may negatively impact the effectiveness of our management and our results of operations; ■Technical operational risk, human operational errors and wear and tear of equipment may impact uptime and have an associated impact on financial performance of our FLNGs; ■A cyberattack could materially impact our reputation, operations or financial performance; 1 ■Net investment in sales-type leases may be subject to credit loss provision or changes in valuation, which could adversely affect our results of operations. ■Vessel values may fluctuate substantially resulting in an impairment charge which will have a material adverse effect on our results of operations; ■We are exposed to U.S. Dollar, Euro, Norwegian Krone, British Pound and other foreign currency fluctuations and devaluations that could harm our results of operations; ■We will have to make additional contributions to our pension scheme because it is underfunded; and ■Our investments in businesses outside our core FLNG operations may not achieve anticipated profitability and could result in future impairments. ◦Risks related to the financing of our business ■We may not be able to obtain new funding sources to meet our obligations as they fall due or to fund our growth or our existing and future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends; ■Some of our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities; ■Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility; ■We are exposed to volatility in the Secured Overnight Financing Rate (“SOFR”) and the derivative contracts we have entered into to hedge our exposures to fluctuations in interest rates could result in charges against our results of operations, being higher than market interest rates; ■We are exposed to potential liabilities under guarantees and indemnities provided in connection with certain of our subsidiaries, equity method investees, former investees and other counterparties; ■Our consolidated lessor variable interest entity (“VIE”) may enter into different financing arrangements, which could affect our financial condition, results of operations and cash flows; and ■Our cash and cash equivalents and restricted cash are dependent on a limited number of financial institutions, wherein a collapse of any of these financial institutions could have an adverse effect on our cash flows and financial condition. ◦Risks related to our industry ■Our results of operations and financial condition depend on demand for natural gas, LNG and FLNGs; ■Our operations face several industry risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm our reputation and ongoing business operations; ■Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the Bribery Act of the UK (the “UK Bribery Act”) and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, and contract terminations; ■Our operations are subject to extensive and changing laws, regulations, reporting requirements and environmental and social attitudes towards fossil fuel, may have an adverse effect on our business; ■We are subject to the economic, political, social and other conditions in the jurisdictions where we operate; ■Potential new trade policies, such as tariffs, could adversely affect our operations, costs, and business; and ■Sustainability considerations may adversely impact our operations and markets. ◦Risks related to our common shares ■The declaration and payment of dividends or repurchases of our own shares are at the discretion of our board of directors; ■Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline and could lead to a loss of all or part of a shareholder’s investment; ■We may issue additional common shares or other equity securities without our shareholders’ approval, which would dilute their ownership interests and may depress the market price of our common shares; ■Because we are a Bermuda exempted company, our shareholders may have less recourse against us or our directors than shareholders of a U.S. company have against the directors of a U.S. company; and ■Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against us, or enforce a judgment obtained against us in the United States. 2 ◦Risks related to tax ■As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements; ■The enactment of a corporate income tax in Bermuda could adversely affect us; ■We are subject to complex and changing tax laws and a change in tax laws, or in the interpretation thereof, in any country in which we or our subsidiaries operate or have previously operated in which we or our subsidiaries are organized, could adversely affect our business, results of operations and financial condition; and ■We could be treated as or become a passive foreign investment company (“PFIC”), which could have adverse U.S. federal income tax consequences to U.S. shareholders. Risks related to our existing and prospective FLNG project •Our ability to meet our obligations in connection with FLNG Hilli's refurbishment and the conversion of the MKII FLNG and their respective charters to SESA. The FLNG Hilli and MKII FLNG have both secured 20-year charters with SESA. We are required to satisfy certain contractual obligations with SESA in connection with both projects, including the timely delivery of each vessel to site and compliance with agreed technical performance specifications. Following the scheduled maturity of the LTA, FLNG Hilli will disconnect and sail from its moorings in Cameroon to Seatrium in Singapore to undergo refurbishment, modifications and project-specific upgrades prior to commencing her 20-year redeployment in Argentina. Any delays or complications in the decommissioning process or export of the vessel, including during its transit to Singapore, could result in increased costs, operational disruptions, penalties or claims, and may impact the timing of the FLNG Hilli’s refurbishment and subsequent redeployment under its charter with SESA. Such events could have a material adverse effect on our results of operations, cash flows and financial condition. Additionally, in September 2024, we entered into an Engineering, Procurement and Construction (“EPC”) agreement with CIMC Raffles (“CIMC”), a Chinese manufacturer of vessels and other marine equipment, in connection with the conversion of the Fuji LNG into the MKII FLNG. Although we have implemented detailed project plans and governance frameworks to support disciplined execution, both projects remain subject to customary project risks, including contractor performance, cost inflation and supply chain constraints. The failure of the shipyard to adhere to performance specifications in refurbishment or conversion could compromise the operational efficiency and effectiveness of our FLNG units. This may lead to suboptimal performance, increased maintenance costs, and potential liabilities if the delivered product fails to meet industry standards or regulatory requirements. Additionally, the global nature of the shipbuilding industry exposes us to geopolitical and economic risks including potential tensions or conflicts between the U.S. and China, including related sanctions. Changes in trade policies, geopolitical tensions, or economic downturns in key regions, may affect the availability of skilled labor, essential materials, and financing, leading to increased project costs and delays. Any material delays, cost overruns or failure to meet contractual specifications could result in reduced or deferred revenues and higher-than-anticipated capital expenditures, which may adversely affect our results of operations, cash flows and financial condition. In addition, a portion of the revenues under the FLNG Hilli redeployment is linked to commodity price movements, which may introduce variability in revenues and cash flows. A decline in commodity prices, operational underperformance or costs exceeding projections could cause the anticipated returns from the redeployment to be materially lower than expected. The intricacies and scale of the FLNG conversion process pose additional risks, including unforeseen technical challenges or complexities in the MKII FLNG design, especially with the integration of new technologies or modifications to the original design. Delays in the MKII FLNG conversion schedules beyond agreed-upon timelines may impact our ability to meet contractual obligations, including obligations associated with its 20-year deployment in Argentina, resulting in potential financial penalties, strained customer relationships and reputational damage. Such delays may be caused by various factors, including unforeseen technical issues, supply chain disruptions, adverse weather conditions, or regulatory hurdles. Furthermore, the successful deployment of the MKII FLNG in Argentina is also subject to project-specific risks, including integration with upstream and downstream infrastructure, compliance with local regulatory and environmental requirements, and coordination with project counterparties. If the MKII FLNG is not delivered, commissioned or deployed in accordance with contractual specifications or within the anticipated timeframe, we may experience delays in revenue generation, increased costs or potential penalties. 3 In addition, changes in regulatory requirements, unexpected permitting delays or the need to comply with evolving environmental, safety, and operational standards may require modifications to the project plans. Regulatory developments in Argentina or other applicable jurisdictions could further affect project timing or economics for both projects. In the event of non-compliance by the shipyard, our ability to enforce contractual terms and secure timely remedies may be subject to legal and regulatory complexities, further exacerbating the adverse impact on our results of operations, cash flow and financial condition. In addition, we have incurred and expect to continue to incur significant capital expenditures related to the conversion of the Fuji LNG into the MKII FLNG, which is recorded as asset under development on our balance sheet until the project is completed and placed into service. If the project experiences significant delays, cost overruns, contract modifications, adverse changes in market conditions, or other developments affecting the expected deployment or economics of the MKII FLNG, we may be required to evaluate the recoverability of asset under development and could be required to recognize an impairment charge. Any such impairment could have a material adverse effect on our results of operations, financial condition and cash flows. •Our heavy reliance on a limited number of contractors and shipyards with relevant specialized experience, given the sophisticated nature of FLNG conversions. The conversion of our MKII FLNG design will be the first of its kind. Due to its novelty and the highly technical process related to FLNG conversions, we are reliant on a limited number of contractors and shipyards with relevant FLNG conversion experience. A change of appointed contractors for any reason would likely result in higher costs and a significant delay to any delivery schedules. Our future FLNG vessels may not be able to meet certain performance requirements or perform as intended and we may have to accept reduced rates, not be able to contract FLNG vessels or we may be required to recognize an impairment expense in our financial statements in the future. Furthermore, changes in global trade policy, including increased sanctions, may limit the number of available shipyards with relevant FLNG conversion capabilities. Any of these possibilities would have a negative impact, which could be significant, on our results of operations, cash flow and financial condition. •Our ability to develop, structure and execute a new FLNG aligned with specific customer requirements and conversion strategy. We see continued strong development of our commercial pipeline and are on advanced multiple discussions in both existing and geographies new to FLNG. Prospective projects pipeline currently under discussion involve differing production capacities, field characteristics and technical requirements, which may necessitate different vessel selection, conversion scope and shipyard strategy. We currently expect that the development of a fourth FLNG will depend on achieving commercial alignment with its prospective customer. Although Golar’s standardized FLNG designs are able to process a range of feed gas composition and endure a wide range of meteorological conditions, the size, configuration and technical requirements of a fourth FLNG may differ materially depending on the project ultimately selected. As a result, donor vessel sourcing decisions, engineering design, shipyard selection, construction timelines and capital commitments are closely linked to commercial and technical alignment with a customer. If we commit to vessel acquisition or conversion activities prior to finalizing key commercial and technical parameters, we may expose ourselves to asset specification mismatch risk, cost overruns, inefficient capital deployment or the need for redesign. Conversely, delaying capital commitment until commercial terms are sufficiently advanced may result in longer lead times, reduced shipyard availability or increased construction costs. Development of a fourth FLNG would also require negotiation of long-term commercial agreements, regulatory and environmental approvals, financing arrangements and coordination with upstream development schedules. These processes are complex and time consuming and may be affected by governmental discretion, evolving regulatory requirements, stakeholder opposition, supply chain constraints or geopolitical developments. While we see strong demand for additional FLNG capacity, there can be no assurance that discussions currently underway will result in binding agreements or that any such agreements will be concluded on terms acceptable to us. If we are unable to successfully align technical specifications, commercial terms and capital commitments for a fourth FLNG, or if development timelines are materially delayed, our growth strategy, competitive position and long-term earnings potential could be adversely affected. 4 Risks related to our operations •Our ability to meet our continuing obligations under the LOA entered into in connection with the FLNG Gimi. On June 12, 2025, the FLNG Gimi achieved commercial operations (“COD”), triggering the commencement of the 20-year lease term with bp under the LOA and unlocking the equivalent of around $4.3 billion Adjusted EBITDA backlog, of which we have a 70% ownership interest. If FLNG Gimi does not meet its anticipated profitability or generate sufficient cash flow on time or at all, our cash flows and results of operations may be adversely affected. In the duration of the LOA, we are exposed to various risks, which encompass bp’s right to terminate the LOA due to specified events of default, non-payment by bp due to disagreements or disputes, assumption of unanticipated liabilities, losses, or costs, and potential financial repercussions in the event the FLNG Gimi fails to meet contracted capacity. Additionally, our ability to improve the FLNG Gimi economics is dependent in part on achieving and sustaining operational efficiencies, optimizing uptime and where feasible, implementing debottlenecking initiatives to enhance production capacity. These initiatives may require additional capital expenditures, technical modifications or regulatory approvals and may not achieve the anticipated performance improvements or cost efficiencies. If FLNG Gimi does not operate at expected efficiency levels, experiences higher than anticipated operating costs or fails to realize expected production optimization, our results of operations, cash flows and financial condition could be adversely affected. Any vessel unavailability, shortfall in production, material cost overruns, contractual termination, or prolonged operational disruption could have a material adverse effect on our results of operations, cash flows, and financial condition. •Our ability to meet our continuing obligations under the LTA entered into in connection with the FLNG Hilli. The FLNG Hilli is currently operating under the terms of the LTA by and between Perenco Cameroon S.A. (“Perenco”) and Société Nationale des Hydrocarbures (“SNH”) (together the “Customer”) which matures in mid-July 2026. During the duration of the LTA, we are exposed to various risks, including potential challenges in realizing the benefits of the LTA. These risks encompass non-payment by the Customer due to financial constraints or disagreements, assumption of unanticipated liabilities, losses, or costs, and potential financial repercussions in the event the FLNG Hilli fails to meet the remaining contracted capacity. We are executing a structured exit from Cameroon, with clear plans in place to ensure compliance with all applicable legal, tax, social and environmental requirements. Through proactive stakeholder engagement, we are committed to completing the transition responsibly while protecting shareholder value and financial performance. However, any failure to comply with applicable requirements or to execute the transition as planned could have a material adverse effect on our results of operations, cash flows, and financial condition. •Our operating revenue is dependent on a high customer concentration wherein a loss of any of our customers could have an adverse effect on our earnings, cash flows and financial condition. Our revenue is dependent on a limited number of customers. The loss of a key customer or a substantial decline in the amount of services requested by a key customer, or the inability of a customer to pay for our services, could have a material adverse effect on our results of operations, cash flows and financial condition. We could lose a customer or the benefits of a contract if: •the customer fails to make payments because of its financial inability, disagreements with us or otherwise; •we breach the relevant contract and the customer exercises certain rights to terminate the contract; •the customer terminates the contract because we fail to deliver the vessel or provide the service within a contracted period of time, the vessel is lost or damaged beyond repair or incurs prolonged periods of off-hire, or we default under the contract; •the customer terminates the contract due to prolonged force majeure event affecting the customer, including damage to or destruction of relevant facilities, war or geopolitical unrest preventing us from performing services for that customer; or •the customer becomes subject to sanction laws which directly or indirectly prohibits our ability to lawfully charter our vessel to such customer. 5 If we lose a key customer or if a customer exercises its right to terminate the contract or charter, we may be unable to acquire an adequate replacement which could have a material adverse effect on our results of operations, cash flows and financial condition. The temporary reduction in earnings between the maturity of the FLNG Hilli LTA in July 2026 and the commencement of its 20-year redeployment contract with SESA in 2027 could adversely affect our results of operations, cash flows and financial condition. •Our efforts to manage commodity and financial risks through derivative instruments could adversely affect our results of operations and financial condition. We use derivative instruments to manage commodity, currency and financial market risks. The extent of our derivative position at any given time depends on our assessments of the markets for these commodities and related exposures. We currently account for all derivatives at fair value, with immediate recognition of changes in the fair value in our earnings. These transactions and other derivative transactions have resulted and may continue to result in substantial volatility in reported results of operations, particularly in periods of significant commodity, currency or financial market variability, or as a result of ineffectiveness of these contracts. Changes in the underlying assumptions or use of alternative valuation methods could affect the reported fair value of these contracts. In addition, our liquidity may be adversely impacted by the cash margin requirements of the commodities exchanges or the failure of a counterparty to perform in accordance with a contract. •We are subject to certain risks with respect to our contractual counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or otherwise adversely affect our business. We entered into agreements for the provision of certain technical and crew services which we have subcontracted to third party agents or ship managers. Such agreements expose us to subcontractor counterparty risks. The ability of each of our subcontractors to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include general economic conditions, the overall financial condition of our subcontractors, the condition of the maritime and offshore industries and work stoppages or other labor disturbances. Should our subcontractors fail to honor their obligations under the agreements with us, we could sustain significant losses, which could have a material adverse effect on our business, reputation, results of operations, cash flow and financial condition. •We may experience increased labor costs, the unavailability of skilled workers or the failure to attract and retain qualified key personnel, which may negatively impact the effectiveness of our business management and our results of operations. We are dependent upon the available labor pool of skilled employees. We compete with other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate our FLNGs and to provide our customers with the highest quality service. A shortage in the labor pool of skilled workers, remote FLNG locations, increasing cost of living or other general inflationary pressures, changes in applicable laws and regulations or labor disputes could make it more difficult for us to attract and retain qualified personnel and could require an increase in the salaries, wages and benefits packages that we offer, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, contracts, results of operations, cash flow and financial condition. Our success depends, to a significant extent, upon the skills and efforts of our senior executives and certain key employees. While we believe that we have an experienced team, the loss or unavailability of one or more of our senior executives and/or our key employees for any extended period of time could have an adverse effect on our business and results of operations. •Technical operational risk, human operational errors and wear and tear of equipment may impact uptime and associated impact on financial performance of our FLNGs. FLNGs are complex floating operation platforms dependent on multiple systems to work in parallel to obtain efficient operations. The various equipment onboard has different operational procedures and maintenance cycles. Operating at higher capacity may result in increased strain on the system, which inherently raises technical operation risks. A breakdown of critical component(s) may adversely impact the overall performance of our FLNG operations, which may lead to economic impacts. Human operational errors, out of cycle maintenance of equipment, failure to routinely conduct maintenance, wear and tear and external impacts may negatively impact our operations and results of operations. 6 •A cyberattack could materially impact our reputation, operations or financial performance. We rely on information technology (“IT”) and operational technology (“OT”) systems in connection with the operation of our FLNG assets and the administration of our business. These systems process and store sensitive operational, financial and commercial information and are critical to the safe and reliable operation of our assets. Such systems are vulnerable to damage, interruption, system failures, data breaches and cyberattacks. Cybersecurity threats continue to increase in frequency and sophistication and may include ransomware, phishing, social engineering, unauthorized access, supply chain attacks and other attempts to disrupt operations or gain access to sensitive information. Our systems and those of our third-party service providers, contractors and counterparties may be targeted by such threats. Although we have implemented security measures designed to detect and mitigate cybersecurity risks, no system is entirely secure and we may not be able to anticipate, detect or prevent all incidents. A successful cyberattack or systems failure could disrupt our operations, impair the safety or availability of our FLNG assets, result in the unauthorized disclosure or alteration of sensitive information, cause reputational damage or lead to regulatory investigations, litigation, fines or remediation costs. In addition, efforts to prevent, detect and respond to cybersecurity incidents may increase our operating costs and require significant management attention. Any of the foregoing could have a material adverse effect on our business, results of operations, cash flows and financial condition. •Net investment in sales-type leases may be subject to credit loss provision or changes in valuation, which could adversely affect our results of operations. Our contract for the FLNG Gimi is accounted for as sales-type leases, under which the carrying amount of the vessel is derecognized and replaced with a net investment in the lease. As a result, the value of the vessel is dependent on the present value of future contractual lease payments and the estimated residual value of the asset at the end of the lease term. The net investment in sales-type leases may be affected by a number of factors, including: •the creditworthiness and financial condition of the charterer; •the charterer’s ability to meet its contractual obligations under the lease; •changes in discount rates used in measuring the net investment in the lease; •modifications or early termination of lease arrangements; and •changes in assumptions regarding residual value at the end of the lease term. If circumstances indicate that the expected future cash flows from a sales-type lease may not be fully recoverable, we may be required to recognize an credit loss provision or other adjustment to the net investment in the lease. Any such adjustment could have a material adverse effect on our results of operations, financial condition and cash flows. •Vessel values may fluctuate substantially resulting in an impairment charge which will have a material adverse effect on our results of operations. Vessel values can fluctuate substantially over time due to several different factors, including: •prevailing economic and market conditions in the natural gas and energy markets; •a substantial or extended decline in demand for LNG; •increases in the supply of vessel capacity without a commensurate increase in demand; •the type, size and age of a vessel; •competition from more technologically advanced vessels; and •the cost of new buildings or retrofitting or modifying existing vessels, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise. As our vessels age, the expenses associated with maintaining and operating them are expected to increase, which could have an adverse effect on our business and operations. 7 The carrying values of our vessels may not represent their fair market value at any point in time because the market prices of secondhand vessels tend to fluctuate with the cost of new build vessels and supply/demand for secondhand vessels. Our vessels are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment charges recognized in our consolidated financial statements could negatively affect our business, results of operations, financial condition or the trading price of our common shares and publicly listed debt. •We are exposed to U.S. Dollar, Euro, Norwegian Krone, British Pound and other foreign currency fluctuations and devaluations that could harm our results of operations. Our principal currency for our operations and financing is the U.S. Dollar. We generate most of our revenues in the U.S. Dollar. Apart from the U.S. Dollar, we incur operating and administrative expenses in multiple currencies. 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 but not limited to the Euro, the Norwegian Krone (“NOK”), and the British Pound (“GBP”), which could affect our earnings. We may use financial derivatives to hedge some of our currency exposures. Our use of financial derivatives involves certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results and cash flows. •We will have to make additional contributions to our pension scheme because it is underfunded. We have two defined benefit pension plans for certain of our current and former marine employees. Members do not contribute to the pension scheme plans and these pension schemes are closed to new entrants. As of December 31, 2025, one of the plans is underfunded by $22.6 million. The underfunded pension liability could change depending on market conditions, interest rate volatility and other key actuarial assumptions. We may need to increase our contributions in order to meet the scheme’s liabilities as they fall due or to reduce the deficit. Such contributions could have a material and adverse effect on our cash flows and financial condition. •Our investments in businesses outside our core FLNG operations may not achieve anticipated profitability and could result in future impairments. We have made, and may continue to make, investments in businesses that are not part of our core FLNG operations, including investments focused on energy transition, gas services and related infrastructure. The value of our subsidiaries and investments outside our core FLNG business is subject to a variety of risks, including, among others, the inability of such businesses to identify and enter into appropriate and profitable projects, obtain sufficient financing for projects they pursue, successfully develop or commercialize their technologies, or achieve operational performance targets. With respect to Macaw Energies, risks include those inherent in the compression and processing of natural gas, the effectiveness and commercial acceptance of its flare-to-gas mobile technology, and its ability to secure customers and long-term contracts on economically attractive terms. These businesses are also subject to industry-specific, regulatory, economic and political risks, many of which are beyond our control and may differ from or exceed those associated with our core FLNG operations. As minority investments, we may have limited control over the management, strategy or operations of certain of these entities, which may further increase the risk that expected returns are not realized. Our investments may not generate sufficient profitability or cash flows to justify their carrying value. We may need to increase our contributions in order for our investments to meet their liabilities as they fall due. Such contributions could have a material and adverse effect on our cash flows and financial condition. If the performance or outlook of any of these investments deteriorates, we may be required to recognize impairment charges, which could have a material adverse effect on our results of operations in the period in which such charges are recorded. Risks related to the financing of our business •We may not be able to obtain new funding sources, to meet our obligations as they fall due or to fund our growth or our existing and future capital expenditures, which could negatively impact our results of operations, financial condition and ability to pay dividends. In order to fund future projects, increased working capital levels or other capital expenditures, we may be required to use cash from operations, incur additional borrowings or raise capital through the issuance of debt or equity securities. 8 Our ability to do so may be limited by our financial condition at the time of such financing or offering restrictions in our debt agreements, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Historically, amongst other financing alternatives, we have obtained financing from Chinese leasing houses using lease financing agreements that are customary in the maritime industry. Our ability to obtain similar financing with Chinese counterparties may be impacted by geopolitical conditions, including export controls, trade policy and the imposition of tariffs, all of which are beyond our control. Our failure to obtain funds for future capital expenditures could impact our results of operations, financial condition and our ability to pay dividends and service our indebtedness. Furthermore, our ability to access capital, the overall economic conditions and our ability to secure new customers on a timely basis could limit our ability to fund our growth plans and capital expenditures. If we are successful in issuing equity in order to raise capital, the issuance of additional equity securities would dilute existing shareholders’ equity interests and reduce any pro rata dividend payments without a commensurate increase in cash allocated to dividends, if any. Even if we are successful in obtaining a financing, paying debt service would limit cash available for our working capital and capital expenditure requirements and increase our indebtedness which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. •Some of our financing agreements are secured by our vessels and contain operating and financial restrictions and other covenants that may restrict our business and financing activities. Some of our obligations are secured by our vessels and guaranteed by our subsidiaries holding the interests in our vessels. Our financing agreements impose, and future financial obligations may impose, operating and financial restrictions on us, including the indentures governing our notes. These restrictions may require the consent of our lenders, or may prevent or otherwise limit our ability to, among other things: merge into or consolidate with any other entity; to sell or otherwise dispose of, all or substantially all of our assets; make or pay equity distributions, repurchase our own shares; incur additional indebtedness; incur or make any capital expenditures; or materially amend, or terminate, any of our current vessel contracts or management agreements. Our loan agreements and lease financing arrangements also require us to maintain specific financial ratios, including minimum amounts of unrestricted cash, minimum ratios of current assets to current liabilities, excluding but not limited to the current portion of long-term debt, VIE balances, minimum levels of shareholders' equity and maximum loan amounts to value. If we were to fail to maintain these levels and ratios without obtaining a waiver of covenant compliance or modification to our covenants, we would be in default of our loans and lease financing agreements, which, unless waived by our lenders, could provide our lenders with the right to require us to increase the minimum value held by us under our equity and liquidity covenants, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet or reclassify our indebtedness as current liabilities and could allow our lenders to accelerate our indebtedness and foreclose their liens on our vessels, which could result in the loss of our vessels. If our indebtedness is accelerated, we may not be able to refinance our debt or obtain new financing, which would impair our ability to continue to conduct our business. Events beyond our control, including changes in the economic and business conditions in the industries in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations, outbreaks of epidemic and pandemic diseases and war or geopolitical unrest, may affect our ability to comply with these financial covenants. We cannot provide any assurance that we will continue to meet these ratios or satisfy our financial or other covenants or that our lenders will waive any failure to do so. •Servicing our debt agreements substantially limits our funds available for other purposes and our operational flexibility. Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, regulatory or geopolitical unrest and other factors, some of which are beyond our control. If our cash inflows are not sufficient to service our indebtedness, we will be forced to take actions, such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt and equity markets could hinder our ability to refinance our debt or obtain additional financing on favorable terms in the future. 9 •We are exposed to volatility in SOFR and the derivative contracts we have entered into to hedge our exposures to fluctuations in interest rates could result in charges against our results of operations, being higher than market interest rates. As of December 31, 2025, we have total outstanding debt of $2.8 billion, of which $1.2 billion was exposed to a floating interest rate based on Term SOFR, which could affect the amount of interest payable on our debt. In order to manage our exposure to interest rate fluctuations, we use interest rate swaps to effectively fix a part of our floating rate debt obligations. As of December 31, 2025, we have interest rate swaps with a notional amount of $0.6 billion representing 48.6% of our total floating rate debt. While we are economically hedged, we do not apply hedge accounting and therefore interest rate swap mark-to-market ("MTM") valuations may adversely affect our results. Entering into swaps and derivative transactions is inherently risky and presents various possibilities for incurring significant expenses. The derivative strategies that we employ currently and in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs or losses. In the future, our financial condition could be materially adversely affected to the extent we do not hedge our exposure to interest rate fluctuations under loans that have been advanced at a floating rate. Any hedging activities we engage in may not effectively manage our interest rate exposure or have the desired impact on our financial condition or results of operations. •We are exposed to potential liabilities under guarantees and indemnities provided in connection with certain of our subsidiaries, equity method investees, former investees and other counterparties. We have entered into agreements to provide stand-ready guarantees, indemnities and other forms of credit support in connection with the commercial bank indebtedness, contractual obligations and, in certain cases, claims, damages or liabilities imposed by governmental authorities of certain of our current subsidiaries, equity method investees, former subsidiaries or investees and other counterparties. If any such entity fails to comply with the provisions of the applicable agreements, including financial covenants or other obligations, an event of default may occur. In such circumstances, we could be required to perform under our guarantees, satisfy outstanding indebtedness or indemnify losses incurred. In the event of a default under underlying loan agreements, lenders may accelerate outstanding indebtedness and declare all amounts immediately due and payable. If the relevant entity is unable to obtain a waiver or amendment to the applicable agreement or does not have sufficient liquidity to repay the accelerated amounts, the counterparties may foreclose on pledged assets and/or seek repayment from us under the guarantees we have provided. In certain cases, we benefit from counter-indemnities from the relevant subsidiary, investee or counterparty. However, their ability to satisfy such indemnification obligations may be affected by economic, financial, geopolitical or industry conditions beyond our control. If they are unable to honor their indemnification commitments, we may not be able to recover amounts paid under our guarantees. The occurrence of any of the foregoing events could have a material adverse effect on our business, financial condition, results of operations and liquidity, and could limit or prevent our ability to make cash distributions or pay dividends to our shareholders. •Our consolidated lessor VIE may enter into different financing arrangements, which could affect our financial condition, results of operations and cash flows. Following the sale and leaseback transaction we have entered into with a subsidiary of a Chinese financial institution that was determined to be lessor VIE, where we are deemed to be the primary beneficiary, we are required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) to consolidate the lessor VIE into our financial results. Although consolidated into our results, we have no control over the funding arrangements negotiated by the lessor VIE such as interest rates, maturity and repayment profiles. The funding arrangements negotiated by the lessor VIE could adversely affect our results of operations, cash flow and financial condition. For additional detail refer to note 5 “Variable Interest Entities” of our consolidated financial statements included herein. 10 •Our cash and cash equivalents and restricted cash are dependent on a limited number of financial institutions, wherein a collapse of any of these financial institutions could have an adverse effect on our cash flows and financial condition. As of December 31, 2025, we had $1.2 billion of cash and cash equivalents and restricted cash, of which $0.9 billion was held in short-term money market deposits carried with certain financial institutions. We also have outstanding debt obligations with some of these financial institutions. The collapse of any such financial institution, the inability of a financial institution to obtain necessary funding when required, or a broader banking crisis, could limit our ability to access our deposits, disrupt our financing arrangements or otherwise have a material adverse effect on our cash flows and financial condition. Risks related to our industry •Our results of operations and financial condition depend on demand for natural gas, LNG and FLNGs. Our results of operations and financial condition depend on continued global and regional demand for natural gas, LNG, and FLNGs, which could be negatively affected by several factors, including but not limited to geopolitical unrest or war, such as the conflicts in Ukraine, and the Middle East, fluctuations in natural gas, crude oil and petroleum product prices, changes in the cost and availability of natural gas relative LNG, global oversupply or insufficiency of natural gas liquefaction or receiving capacity and changes in global energy policies promoting electrification or alternative energy sources. Other potential risks include technological advancements in land-based liquefaction systems, developments in alternative floating liquefaction technologies, increase in low-cost natural gas production, expansions of pipeline systems, adverse economic or political conditions in LNG-consuming regions, regulatory changes, incidents involving LNG facilities, tax or regulatory burdens affecting LNG production, a rise in the number of available FLNGs, interest rate increases, financing challenges for FLNG projects, and obstacles in obtaining governmental approvals or community acceptance. Any decline in demand for LNG, liquefaction, transportation or constraints on LNG production capacity, could have a material adverse effect on prevailing tolling fees or the market value of our vessels, which could have a material adverse effect on our results of operations and financial condition. •Our operations face several industry risks and events which could cause damage or loss of a vessel, loss of life or environmental consequences that could harm our reputation and ongoing business operations. Our vessels are exposed to a range of risks, including marine disasters, piracy, environmental accidents, adverse weather conditions, mechanical failures, and geopolitical events like war and terrorism. These events have the potential to disrupt cargo delivery, services, routine maintenance, inspections, and equipment management, leading to loss of hire, contract termination, governmental fines, and business restrictions. Additionally, our vessels could be requisitioned during national emergencies, exposing us to higher insurance premiums, potential coverage inadequacy, and uncertainties in claims settlements. Operating in regions designated as "war risk" zones could also increase insurance costs. Uninsured repair costs and the unpredictability of vessel repair cost could pose substantial financial challenges. Environmental incidents, including those from sandstorms, could lead to cleanup liabilities, penalties, and negative media coverage. All of these factors have the potential to materially impact our business, results of operations, cash flows, weaken our financial condition and negatively affect our ability to pay dividends. •Failure to comply with the FCPA, the UK Bribery Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, and contract terminations. We may operate in several countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA and the UK Bribery Act. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA and the UK Bribery Act. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. 11 To effectively compete in some foreign jurisdictions, we utilize local agents and/or establish entities with local operators or strategic partners. All these activities may involve interaction by our agents with government officials. Even though some of our agents or partners may not themselves be subject to the FCPA, the UK Bribery Act, or other anti-bribery laws to which we may be subjected to, if our agents or partners make improper payments to government officials or other persons in connection with engagements or partnerships with us, we could be investigated and potentially found liable for violation of such anti-bribery laws and could incur civil and criminal penalties and other sanctions, which could have a material adverse effect on our business and results of operations. •Our operations are subject to extensive and changing laws, regulations, reporting requirements and social attitudes towards fossil fuel, may have an adverse effect on our business. Our operations are affected by extensive and changing laws, regulations, reporting requirements and stakeholders’ social attitudes towards fossil fuels, which could create greater reporting obligations and compliance requirements, including those related to environmental protection, handling, use, disposal, and generation of hazardous substances, occupational health and safety, and other matters. We or our customers may be required to obtain permits, licenses, or other authorizations to operate under such laws, which could be costly and time-consuming, and we or our customers may experience delays or difficulties obtaining such permits. Additionally, compliance with these laws, regulations, treaties, conventions, and other requirements, may increase our costs, limit our operations or access to new opportunities or have an adverse effect on our business. Failure to comply can result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations, including, in certain instances, seizure or detention of our vessels. •We are subject to the economic, political, social and other conditions in the jurisdictions in which we operate. Our primary operations are currently based in Cameroon, Senegal, and Mauritania with Argentina to be added in the near term. These operations are exposed to a range of risks and uncertainties arising from economic, political, social and other conditions and developments within these jurisdictions. Some of these countries have experienced political, security, and socio-economic instability in recent years and may experience instability in the future, including changes, sometimes frequent or marked, in energy policies or the personnel administering them, expropriation of property, cancellation or modification of contract rights, changes in laws and policies governing operations of foreign-based companies, unilateral renegotiation of contracts by governmental entities, redefinition of international boundaries or boundary disputes, foreign exchange restrictions or controls, currency fluctuations, royalty and tax increases and other risks arising out of governmental sovereignty over the areas in which our operations are and will be conducted, as well as risks of loss due to acts of social unrest, terrorism, corruption and bribery. The governments in certain of these jurisdictions differ widely with respect to structure, constitution, political, economic and social stability and some countries lack mature legal and regulatory systems. As our operations depend on governmental approval and regulatory decisions, we may be adversely affected by changes in the political structure or government representatives in each of the countries in which we operate. In addition, these jurisdictions, particularly emerging countries, are subject to risk of contagion from the economic, political and social developments in other emerging countries and markets. Furthermore, some of the regions in which we operate have been subject to significant levels of terrorist activity, social and political unrest, including risks specifically targeting energy infrastructure and maritime transportation assets. In addition to acts of terrorism, vessels trading in these and other regions have also been subject, in limited instances, to piracy, armed attacks, vessel seizures, or military actions. In early 2026, military strikes targeted civilian infrastructure in the Middle East, including in Qatar and the United Arab Emirates (notably in Dubai and Abu Dhabi). Such strikes have resulted in civilian casualties, damage to infrastructure, and temporary closure or disruption of airspace and maritime approaches. These developments represent an escalation in Middle East hostilities and demonstrate the potential for broader regional conflict. Disruptions to critical shipping routes, including the Strait of Hormuz and adjacent Gulf waters, heightened military activity, closure of airspace or ports, mine threats, or retaliatory measures could adversely affect our operations and insurance costs. 12 In addition, public reports indicate that regional instability has disrupted liquefied natural gas production in Qatar following Iranian attacks, contributing to increased volatility in global gas and energy markets. While higher commodity prices may, in certain circumstances, positively affect parts of the LNG value chain, sustained market volatility, supply disruptions, or damage to critical energy infrastructure could adversely affect our customers, counterparties, supply chains, financing markets, and insurance costs. Prolonged instability in the Gulf region, which accounts for a significant portion of global LNG production and export capacity, could materially disrupt global trade flows and maritime operations, which in turn could adversely affect our business. Tariffs, trade embargoes and other economic sanctions by the U.S., the United Nations, the European Union or other countries may limit trading activities with or other activities involving certain countries, entities, or individuals. Changes in sanctions regimes, including new or expanded sanctions related to the Middle East conflict, the Ukraine conflict, or other geopolitical developments, could restrict our ability to perform existing contracts, enter into new contracts, access financing, or receive payments. Compliance with evolving sanctions and export control laws may also increase our operational complexity and compliance costs. Any of the foregoing factors, individually or in the aggregate, could have a material adverse effect on our business, results of operations, financial condition, cash flows, and ability to make distributions to shareholders. •Potential new trade policies, such as tariffs, could adversely affect our operations, costs, and business. There is currently significant uncertainty regarding the future relationship between the United States and various other countries arising from changes that may be implemented by the new presidential administration, including with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Recent and potential future changes in U.S. and international trade policies, including tariffs, sanctions, export controls and restrictions on cross-border investment, may increase costs, disrupt supply chains or limit access to critical components and financing. Any actions taken by the U.S.’s federal government that restrict or could impact the economics of trade—including additional tariffs, trade barriers, and other similar measures—could have the potential to disrupt existing supply chains and trigger retaliatory efforts by other countries, including the imposition of tariffs, raising taxation, setting foreign exchange or capital controls, or establishing embargos, sanctions, or other import/export restrictions, thereby negatively impacting our business, both directly and indirectly. These developments, or the perception that more of them could occur, may materially adversely affect the global economy and stability of global financial markets, potentially reducing trade and depressing economic activity. Such changes in international trade policies may result in direct impacts to our business or indirectly to our customers or suppliers through increased costs, changes in business prospects or operating results, which could adversely affect our financial condition. The extent of such impacts cannot be predicted at this time. •Sustainability considerations may adversely impact our operations and markets. Regulators, investors and other stakeholders have increasingly focused on sustainability matters, including climate change, greenhouse gas emissions, energy transition and related disclosure practices. We may face pressure to adopt more stringent sustainability-related goals, modify our operations or expand disclosures, which could require significant capital expenditures, operational changes and additional compliance resources. We are also subject to complex demands from various parties and governmental entities that may conflict with the demands and expectations of certain other parties, which could expose us to investigations, litigation, reputational or other costs or expenses, which are difficult to anticipate and quantify. We may not be able to meet evolving regulatory requirements or stakeholder expectations in a timely or cost-effective manner. Our operations are subject to existing and developing environmental, climate-related and sustainability reporting laws and regulations in jurisdictions in which we operate and access capital. Regulatory requirements remain in flux. Changes in the scope, timing or interpretation of such regulations could increase our compliance, governance, reporting and internal control costs or require modifications to our business practices. Public statements regarding sustainability matters, including emissions reduction targets or other commitments, are subject to heightened scrutiny by regulators, investors, non-governmental organizations and other stakeholders. If such statements are perceived to be inaccurate, misleading or insufficiently supported, we could face allegations of “greenwashing,” regulatory investigations, enforcement actions or private litigation. Even unsuccessful claims could result in reputational harm, increased costs and diversion of management attention. 13 Sustainability-related initiatives have become increasingly political and socially polarized in certain jurisdictions. We may face criticism, regulatory scrutiny or litigation risk both from parties advocating for stronger sustainability commitments and from parties opposing the consideration of such factors in business decision-making. In addition, broader climate-related developments, including international agreements, national decarbonization policies, investor capital allocation trends and shifts in public sentiment toward fossil fuels, may reduce demand for natural gas and LNG over time or affect access to capital for companies operating in the hydrocarbon sector. The timing, scope and impact of such developments remain uncertain, but could materially adversely affect our business, financial condition, results of operations and cash flows. Risks related to our common shares •The declaration and payment of dividends or repurchases of our own shares are at the discretion of our board of directors. The declaration and payment of dividends to holders of our common shares or the repurchase of shares from holders of our common shares will be at the discretion of our board of directors in accordance with applicable law. In determining whether to declare and pay a dividend, or to repurchase our shares, our board of directors will take into account various factors, including actual results of operations, liquidity and financial condition, net cash provided by operating activities, restrictions imposed by applicable law and our debt agreements, our taxable income, our operating expenses, the share price, and other factors our board of directors deem relevant. There can be no assurance that we will resume the payment of dividends in amounts or on a basis consistent with prior distributions, if at all, or approve new share repurchase programs, or pursue share repurchases, even if such a program has been approved. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries and our ability to receive distributions from our subsidiaries may be limited by the financing agreements to which they are subject. •Our common share price may be highly volatile and future sales of our common shares could cause the market price of our common shares to decline and could lead to a loss of all or part of a shareholder’s investment. The market price of our common shares has fluctuated widely since it began trading on the NASDAQ Global Select Market (“Nasdaq”). We cannot assure that an active and liquid public market for our common shares will continue. The market price of our common shares may experience extreme volatility in response to many factors, including factors that may be unrelated to our operating performance or prospects such as actual or anticipated fluctuations in our quarterly or annual results and those of other public companies in our industry, the suspension of our dividend payments, mergers and strategic alliances within our industry, market conditions in the natural gas and LNG industry, developments in our FLNG investments, shortfalls in our results of operations from levels forecast by securities analysts, announcements concerning us or our competitors, business interruptions, the general state of the securities market, and other factors, many of which are beyond our control. Additionally, sales of a substantial number of our common shares in the public market, or the perception that these sales could occur, may depress the market price for our common shares. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future. Therefore, there can be no guarantee that our share price will remain at current prices, and we cannot assure our shareholders that they will be able to sell any of our common shares that they may have purchased at a price greater than or equal to the original purchase price. •We may issue additional common shares or other equity securities without our shareholders’ approval, which would dilute their ownership interests and may depress the market price of our common shares. We may issue additional common shares or other equity securities in the future in connection with, among other things, mergers and strategic alliances, vessel conversions, future vessel acquisitions, repayment of outstanding indebtedness or our equity incentive plan, in each case without shareholder approval in several circumstances. In addition, we have issued convertible bonds that may be settled, at our option, in cash, common shares, or a combination of cash and common shares. If we elect to settle any conversion of these convertible bonds in common shares or a combination of cash and common shares, we would be required to issue additional common shares, which could result in dilution to existing shareholders. 14 Our issuance of additional common shares or other equity securities, including the potential issuance of common shares upon conversion of our convertible bonds, could have the following effects: •our existing shareholders’ proportionate ownership interest in us may decrease; •the amount of cash available for dividends payable on our common shares may decrease; •the relative voting strength of each previously outstanding common share may be diminished; and •the market price of our common shares may decline. •Because we are a Bermuda exempted company, our shareholders may have less recourse against us or our directors than shareholders of a U.S. company have against the directors of a U.S. company. Because we are a Bermuda exempted company, the rights of holders of our common shares will be governed by Bermuda law and our memorandum of association and bye-laws (our “Memorandum of Association and Bye-laws”). The rights of shareholders under Bermuda law may differ from the rights of shareholders in other jurisdictions, including with respect to, among other things, rights related to interested directors, amalgamations, mergers and acquisitions, takeovers, the discharge and indemnification of directors and shareholder lawsuits. Among these differences is a Bermuda law provision that permits a company to exempt a director from liability for any negligence, default, or breach of a fiduciary duty except for liability resulting directly from that director’s fraud or dishonesty. Our bye-laws provide that no director or officer shall be liable to us or our shareholders unless the director’s or officer’s liability results from that person’s fraud or dishonesty. Our bye-laws also require us to indemnify a director or officer against any losses incurred by that director or officer resulting from their negligence or breach of duty, except where such losses are the result of fraud or dishonesty. Accordingly, we carry directors’ and officers’ insurance to protect against such a risk. Under Bermuda law, the directors of a Bermuda company owe their duties to that company and not to the shareholders. Bermuda law does not, generally, permit shareholders of a Bermuda company to bring an action for a wrongdoing against the company or its directors, but rather the company itself is generally the proper plaintiff in an action against the directors for a breach of their fiduciary duties. Moreover, class actions and derivative actions are generally not available to shareholders under Bermuda law. These provisions of Bermuda law and our bye-laws, as well as other provisions not discussed here, may differ from the law of jurisdictions with which shareholders may be more familiar and may substantially limit or prohibit a shareholder’s ability to bring suit against our directors or in the name of the company. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company’s memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against minority shareholders or, for instance, where an act requires the approval of a greater percentage of the company’s shareholders than that which actually approved it. It’s also worth noting that, under Bermuda law, our directors and officers are required to disclose to our board any material interests they have in any material contract entered into by our company or any of its subsidiaries with third parties. Our directors and officers are also required to disclose their material interests in any corporation or other entity which is party to a material contract with our company or any of its subsidiaries. A director who has disclosed his or her interests in accordance with Bermuda law may participate in any meeting of our board and may vote on the approval of a material contract, notwithstanding that he or she has a material interest. •Because our offices and most of our assets are outside the U.S., our shareholders may not be able to bring a suit against us, or enforce a judgment obtained against us in the United States. We, and most of our subsidiaries, are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries, or our directors and officers, or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or our subsidiaries’ assets are located would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws, or would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. 15 Risks related to tax •As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in the Marshall Islands, our operations may be subject to economic substance requirements. On December 5, 2017, following an assessment of the tax policies of various countries by the Code of Conduct Group for Business Taxation of the European Union, the Council of the European Union (the “Council”) approved and published Council conclusions containing a list of “non-cooperative jurisdictions” for tax purposes. The Council periodically reviews and updates the list of “non-cooperative jurisdictions”. On March 12, 2019, the Council adopted a revised list of non-cooperative jurisdictions (the “2019 Conclusions”). In the 2019 Conclusions, the European Union (“E.U.”) placed Bermuda and the Republic of the Marshall Islands, among others, on its list of non-cooperative jurisdictions for tax purposes for failing to implement certain commitments previously made to the E.U. by the agreed deadline. It was announced by the Council on May 17, 2019 and on October 10, 2019 that Bermuda and the Marshall Islands, respectively, had been removed from the list of non-cooperative jurisdictions, but the Marshall Islands was reinstated to the list of “non-cooperative jurisdictions” for tax purposes on February 14, 2023 owing to concerns that this jurisdiction, which has a zero or only nominal rate of corporate income tax, is attracting profits without real economic activity (in particular, the Marshall Islands were found to be lacking in the enforcement of economic substance requirements). On October 17, 2023, the Marshall Islands was removed from the list of non-cooperative jurisdictions because it had made significant progress in enforcement of economic substance requirements. The E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including increased monitoring and audits, controlled foreign company rules, non-deductibility of costs incurred in a listed jurisdiction, withholding taxes, special documentation requirements and anti-abuse provisions. The European Commission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions. Both Bermuda and the Marshall Islands have enacted economic substance laws and regulations with which we may be obligated to comply. For example, on December 17, 2018, the House of Assembly of Bermuda passed the Economic Substance Act 2018 of Bermuda (the “Economic Substance Act”), which became operative on December 31, 2018, along with the Economic Substance Regulations 2018 of Bermuda. The Economic Substance Act requires each registered entity to maintain a substantial economic presence in Bermuda and provides that a registered entity that carries on a relevant activity must comply with economic substance requirements set out in the legislation. Regulations were also adopted in the Marshall Islands, through Economic Substance Regulations 2018 which came into force in January 2019, and with Guidance Notes being published in October 2019, requiring certain entities that carry out activities to comply with an economic substance test and satisfy certain reporting obligations, beginning with the financial period which ended in 2020. If we fail to comply with our obligations under this legislation, as it may be amended from time to time, or any similar or supplemental law applicable to us in these or any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or could be removed from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, results of operations and financial condition. •The enactment of a corporate income tax in Bermuda could adversely affect us. Prior to 2023, there was no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our shares. However, on December 27, 2023, Bermuda enacted the Corporate Income Tax Act (the “CIT Act”), which became effective on January 1, 2025. For taxable years beginning on or after January 1, 2025, Bermuda will impose a 15% corporate income tax on Bermuda resident entities and Bermuda permanent establishments that are constituent entities of multinational groups with annual revenue of at least €750 million (approximately $880 million as of December 31, 2025) in at least two out of the last four fiscal years, assessed on their net taxable income after adjustments. While we had previously obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 (the “EUTP Act”) that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to our shares or other obligations, the CIT Act specifically provides that it applies notwithstanding any assurance given pursuant to the EUTP Act. Based on a number of operational, economic and regulatory assumptions with respect to the current year, we do not expect to have consolidated revenue sufficient for us to fall within scope of the CIT Act in our 2026 fiscal year. To the extent our revenue is sufficient for us to be within the CIT Act thresholds in the future, the resulting tax liability could adversely affect our business, results of operations and financial condition. 16 •We are subject to complex and changing tax laws and a change in tax laws, or in the interpretation thereof, in any country in which we or our subsidiaries operate or have previously operated or in which we or our subsidiaries are organized, could adversely affect our business, results of operations and financial condition.. We are subject to complex and changing tax laws, treaties, regulations, rules and policies in the countries in which we and our subsidiaries operate or have previously operated or in which we and our subsidiaries are organized. Our tax expense is based on our interpretation of such tax laws, treaties, regulations, rules and policies in effect at the time the expense was incurred. Such tax laws, treaties, regulations, rules and policies could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect. A change in such tax laws, treaties, regulations, rules or policies, or in the interpretation thereof, in any country in which we or any of our subsidiaries operate or have previously operated or in which we or any of our subsidiaries is organized, could result in us incurring a materially higher tax expense or having a higher effective tax rate on our earnings. Further, one or more of our tax positions could be challenged by the tax or other governmental authorities (in a tax audit or otherwise) in the countries in which we operate or have previously operated or in which we or any our subsidiaries are organized. Any changes in such tax laws treaties, regulations, rules or policies or a successful challenge to our tax positions by tax authorities or other governmental authorities could result in additional taxes, interest or penalties being imposed on us, which could adversely affect our business, results of operations and financial condition. Further, the Organization for Economic Co-Operation and Development has adopted a set of international tax model rules known as the “Pillar Two” framework, a central component of which is the imposition of a global minimum corporate tax rate of 15%. Certain countries in which we or any of our subsidiaries operates, or in which we or any of our subsidiaries is organized, have enacted legislation implementing, and other countries are in the process of introducing legislation to implement, the Pillar Two minimum tax directive. In general, the Pillar Two minimum tax directive applies to entities that are members of a multinational group that has annual revenue of €750 million (approximately $880 million as of December 31, 2025) or more in the consolidated financial statements of their ultimate parent in at least two of the four fiscal years immediately preceding the fiscal year in which the test is applied. Although we cannot predict with any certainty when we will reach the applicable revenue threshold for the application of the Pillar Two rules (or the corresponding legislation enacted in any particular country) to us, we do not expect to reach such threshold in the current year. To the extent we reach the Pillar Two applicable revenue threshold in the future, the Pillar Two rules could increase tax compliance complexity and uncertainty and result in additional administrative costs and income tax liabilities in those taxing jurisdictions that have implemented the Pillar Two minimum tax directive. •We could be treated as or become a PFIC, which could have adverse U.S. federal income tax consequences to U.S. shareholders. A foreign corporation will be treated as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income during the taxable year consists of “passive income” or (ii) at least 50% of the average value of the corporation’s assets during such taxable year produce or are held for the production of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, capital gains and rents derived other than in the active conduct of a rental business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to an adverse U.S. federal income tax regime with respect to the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. To date, we and our subsidiaries have derived most of our income from the LTA of FLNG Hilli, and the LOA of FLNG Gimi as well as time and voyage charters for our legacy shipping operations. We believe this income should be treated as services income, and not as “passive income” for PFIC purposes. While there is substantial legal authority supporting our conclusion, including pronouncements by the United States Internal Revenue Service (“U.S. IRS”) concerning the characterization of income derived from time charters as services income, there is also authority that characterizes such time charter income as rental income rather than services income for other tax purposes. The U.S. IRS or a court could disagree with our position. Because PFIC status depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and because there is no controlling authority for determining whether certain types of our income constitute passive income for PFIC purposes, there can be no assurance that we will not be considered a PFIC for the current or any future taxable year. 17 Based on the foregoing, we believe that we were not a PFIC with respect to any prior taxable year. If we were a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. tax consequences and certain information reporting requirements regardless of whether we remain a PFIC in subsequent years. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC, we cannot assure that the nature of our assets, income, and operations will not change, or that we can avoid being treated as a PFIC for any future taxable year. Furthermore, the PFIC rules may change, which could result in us being treated as a PFIC in the future as a result of such change in law. Under the PFIC rules, unless those shareholders make a certain U.S. federal income tax election (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay U.S. federal income tax at the then-prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common shares. Please see the section of this annual report entitled “Taxation” under “Item 10. Additional Information - E. Taxation” for a more comprehensive discussion of the U.S. federal income tax consequences if we were to be treated as a PFIC.