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What changed in Excelerate Energy, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Excelerate Energy, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+732 added−746 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-27)

Top changes in Excelerate Energy, Inc.'s 2025 10-K

732 paragraphs added · 746 removed · 542 edited across 3 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

120 edited+38 added−16 removed264 unchanged
Biggest changeThese risks include, but are not limited to, the following: • unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed receipt of payment or existing or anticipated project cancellation; • the competitive market for LNG regasification services; • changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; • our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; • risks associated with conducting business outside of the United States, including political, legal, and economic risk; • our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; • our ability to access financing on favorable terms; • our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; • our financing agreements, which include financial restrictions and covenants and are secured by certain of our vessels; • our ability to enter into or extend contracts with customers and our customers’ failure to perform their contractual obligations; • our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations under GSAs and/or LNG sales agreements or at attractive prices; • our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; • the technical complexity of our FSRUs and LNG import terminals and related operational problems; • the risks inherent in operating our FSRUs and other LNG infrastructure assets; • customer termination rights in our contracts; • adverse effects on our operations due to disruption of third-party facilities; • infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; • shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our vessels; • acts of terrorism, war or political or civil unrest; • compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; • Kaiser having the ability to direct the voting of a majority of the voting power of our common stock, and his interests possibly conflicting with those of our other stockholders; • the possibility that EELP will be required to make distributions to us and the other partners of EELP; • our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and • the requirement that we pay over to the TRA Beneficiaries (as defined herein) most of the tax benefits we receive. 14 Risks Related to Our Business and Operations We are subject to risks related to construction and commissioning of our projects.
Biggest changeThese risks include, but are not limited to, the following: • unplanned issues, including time delays, unforeseen expenses, cost inflation, materials or labor shortages, which could result in delayed project startup, receipt of payment or existing or anticipated project cancellation; • our ability to realize the anticipated benefits of the Acquisition, including the expected accretion to earnings per share and the expected increase to our operating cash flow, and our ability to manage integration risks of the Acquisition; • the competitive market for LNG regasification services; • changes in the supply of and demand for and price of LNG and natural gas and LNG regasification capacity; • our need for substantial expenditures to maintain and replace, over the long-term, the operating capacity of our assets; • risks associated with conducting business outside of the United States, including political, legal and economic risk; • our ability to obtain and maintain approvals and permits from governmental and regulatory agencies with respect to the design, construction and operation of our facilities and provision of our services; • our ability to access financing on favorable terms; • our debt level and finance lease liabilities, which may limit our flexibility in obtaining additional financing, or refinancing credit facilities upon maturity; • our financing agreements, which include financial restrictions and covenants and are secured by certain of our floating regasification terminals; • our ability to enter into or extend contracts with customers and our customers’ failure to perform their contractual obligations; • our ability to purchase or receive physical delivery of LNG in sufficient quantities to satisfy our delivery and sales obligations or at attractive prices; • our ability to maintain relationships with our existing suppliers, source new suppliers for LNG and critical components of our projects and complete building out our supply chain; • the technical complexity of our infrastructure assets; • the risks inherent in operating our infrastructure assets; • customer termination rights in our contracts; • adverse effects on our operations due to disruption of third-party facilities; • infrastructure constraints and community and political group resistance to existing and new LNG and natural gas infrastructure over concerns about the environment, safety and terrorism; • shortages of qualified officers and crew impairing our ability to operate or increasing the cost of crewing our floating regasification terminals; • acts of terrorism, war or political or civil unrest; • compliance with various international treaties and conventions and national and local environmental, health, safety and maritime conduct laws that affect our operations; • Kaiser having the ability to direct the voting of a majority of the voting power of our common stock, and his interests possibly conflicting with those of our other stockholders; 14 • the possibility that EELP will be required to make distributions to us and the other partners of EELP; • our dependence upon distributions from our subsidiaries to pay dividends, if any, taxes and other expenses and make payments under the TRA; and • the requirement that we pay over to EE Holdings (as defined herein) most of the tax benefits we receive.
We cannot predict whether or to what extent damage that may be 22 caused by natural events, such as severe tropical storms or cyclones will affect our operations or the economies in our current or future market areas, but the increased frequency and severity of such weather events could increase the negative impacts to economic conditions in these regions and result in a decline in the value or the destruction of regasification terminals and downstream facilities or affect our ability to import LNG or sell natural gas.
We cannot predict whether or to what extent damage that may be caused by natural events, such as severe tropical storms or cyclones will affect our operations or the economies in our current or future market areas, but the increased frequency and severity of such weather events could increase the negative impacts to economic conditions in these regions and result in a decline in the value or the destruction of regasification terminals and downstream facilities or affect our ability to import LNG or sell natural gas.
Any inability to adequately address privacy, data security, and data protection-related concerns or comply with related laws, rules, regulations, guidance, industry standards, and contractual obligations could adversely impact our business by requiring us to change our business activities or modify our solutions and platform capabilities in a manner that does not align with our business objectives and result in fines, penalties, injunctions, lawsuits and other claims and penalties, along with potentially causing damage to our reputation, inhibiting our growth, and otherwise adversely 26 affecting our business.
Any inability to adequately address privacy, data security, and data protection-related concerns or comply with related laws, rules, regulations, guidance, industry standards, and contractual obligations could adversely impact our business by requiring us to change our business activities or modify our solutions and platform capabilities in a manner that does not align with our business objectives and result in fines, penalties, injunctions, lawsuits and other claims and penalties, along with potentially causing damage to our reputation, inhibiting our growth, and otherwise adversely affecting our business.
Other risks include the potential for fraud and corruption by suppliers or personnel or government officials which may implicate us, compliance with applicable anti-corruption laws by virtue of our operating in jurisdictions that may be 17 vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, conflicts of interest and related party transactions and our possible failure to identify, manage and mitigate instances of fraud, corruption or violations of our code of conduct and applicable regulatory requirements.
Other risks include the potential for fraud and corruption by suppliers or personnel or government officials which may implicate us, compliance with applicable anti-corruption laws by virtue of our operating in jurisdictions that may be vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, conflicts of interest and related party transactions and our possible failure to identify, manage and mitigate instances of fraud, corruption or violations of our code of conduct and applicable regulatory requirements.
Our current operations and future projects are subject to the inherent risks associated with LNG, natural gas and power and maritime operations and other risks, including the shipment and transportation of hazardous substances, explosions, pollution, the release of toxic substances, fires, seismic events, cyclones and other adverse weather conditions, acts of aggression or terrorism, cybersecurity incidents and other hazards, each of which could result in significant delays in commencement or interruptions of operations or result in damage to or destruction of our facilities and assets or damage to persons and property.
Our current operations and future projects are subject to the inherent risks associated with LNG, natural gas and power and maritime operations and other risks, including the shipment and transportation of hazardous substances, explosions, pollution, the release of toxic substances, fires, seismic events, cyclones and other adverse weather conditions, acts of aggression or terrorism, cybersecurity incidents and other hazards, each of which could result in significant delays in commencement or interruptions of operations or result 27 in damage to or destruction of our facilities and assets or damage to persons and property.
Our access to additional third-party sources of financing will depend, in part, on: • domestic and international debt and equity market conditions; • interest rates; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • restrictions in our customer contracts to pledge or place debt on our assets; • risk allocation requirements for limited recourse financing vehicles; 29 • creditworthiness of potential customers and lenders; • our cash flow; and • the market price per share of our Class A Common Stock.
Our access to additional third-party sources of financing will depend, in part, on: • domestic and international debt and equity market conditions; • interest rates; • the market’s perception of our growth potential; • our current debt levels; • our current and expected future earnings; • restrictions in our customer contracts to pledge or place debt on our assets; • risk allocation requirements for limited recourse financing vehicles; • creditworthiness of potential customers and lenders; • our cash flow; and • the market price per share of our Class A Common Stock.
Our information systems and those of our third-party service providers we rely upon to conduct operations are subject to damage or interruption from power outages, computer and telecommunication failures, computer viruses, malware (including ransomware), social engineering attacks (including phishing), artificial intelligence-assisted attacks, denial of service attacks, disruptions from misconfigurations, unauthorized use of or access to computer systems, natural disasters, usage errors by our employees and other related risks.
Our information systems and those of our third-party service providers we rely upon to conduct operations are subject to damage or interruption from power outages, computer and telecommunication failures, computer viruses, malware (including ransomware), social engineering attacks (including phishing), artificial intelligence (“AI”)-assisted attacks, denial of service attacks, disruptions from misconfigurations, unauthorized use of or access to computer systems, natural disasters, usage errors by our employees and other related risks.
Our processes and controls for reporting sustainability matters, now and in the future, may not always comply with evolving and disparate standards for identifying, measuring 31 and reporting such metrics, including sustainability-related disclosures that may be required of public companies by the SEC, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future.
Our processes and controls for reporting sustainability matters, now and in the future, may not always comply with evolving and disparate standards for identifying, measuring and reporting such metrics, including sustainability-related disclosures that may be required of public companies by the SEC, and such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals or ability to achieve such goals in the future.
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 and the Bangladeshi taka, which could affect the amount of net income that we report in future periods.
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, Bangladeshi taka, and Jamaican dollar, which could affect the amount of net income that we report in future periods.
Thus, our obligations under the TRA could have a substantial negative effect on our financial condition and liquidity and could have the effect of delaying, deferring 35 or preventing certain mergers, asset sales, or other forms of business combinations or changes in control. We cannot assure you that we will be able to finance any early termination payment.
Thus, our obligations under the TRA could have a substantial negative effect on our financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes in control. We cannot assure you that we will be able to finance any early termination payment.
Changes in the index prices relative to each other, also referred to as basis spread, can significantly affect our margins or even result in losses. LNG price 18 fluctuations may make it expensive or uneconomic for us to acquire short-term supply to meet our gas delivery obligations under our GSAs or LNG sales agreements.
Changes in the index prices relative to each other, also referred to as basis spread, can significantly affect our margins or even result in losses. LNG price fluctuations may make it expensive or uneconomic for us to acquire short-term supply to meet our gas delivery obligations under our GSAs or LNG sales agreements.
We operate, invest in companies or engage in joint ventures in countries with developing economies and in areas of the world where there are heightened political and security risks. It is difficult to predict the future political, social and economic direction of the countries in which we operate, and the impact government decisions may have on our business.
We operate, invest in companies or engage in joint ventures in countries with developing economies and in areas of the world where there are heightened political and security risks. It is difficult to predict the future political, social and economic direction of the 18 countries in which we operate, and the impact government decisions may have on our business.
Furthermore, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. We must make substantial expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, regasification terminals and associated assets, pipelines and downstream infrastructure.
Furthermore, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. We must make substantial expenditures to maintain and replace, over the long-term, the operating capacity of our regasification terminals and associated assets, pipelines and downstream infrastructure.
For 25 example, laws, regulations and other initiatives to shift electricity generation away from fossil fuels to renewable sources over time are at various stages of implementation and consideration and may continue to be adopted in the future in the markets in which we operate.
For example, laws, regulations and other initiatives to shift electricity generation away from fossil fuels to renewable sources over time are at various stages of implementation and consideration and may continue to be adopted in the future in the markets in which we operate.
The existence of such a significant stockholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in our best interests.
The existence of such 28 a significant stockholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in our best interests.
Our success will be dependent upon our ability to enter into or renew contracts with our customers for regasification services, LNG and natural gas sales and development agreements, as well as to maintain our relationships or form new relationships with customers.
Our success will be dependent upon our ability to enter into or renew contracts with our customers for regasification services, LNG, natural gas, and power sales and development agreements, as well as to maintain our relationships or form new relationships with customers.
Differences between the date when we pay our suppliers and the date when we receive payments from our customers may adversely affect our liquidity and our cash flows. We expect our working 33 capital needs to increase as our total business increases.
Differences between the date when we pay our suppliers and the date when we receive payments from our customers may adversely affect our liquidity and our cash flows. We expect our working capital needs to increase as our total business increases.
Further, on July 14, 2021, the European Commission adopted a series of legislative proposals on how it intends to achieve climate neutrality in the European Union by 2050 (Fit for 55 Package).
Further, in July 2021, the European Commission adopted a series of legislative proposals on how it intends to achieve climate neutrality in the European Union by 2050 (Fit for 55 Package).
In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock or our ability to repurchase our common stock. It em 1B. Unresolved Staff Comments. None. 36
In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock or our ability to repurchase our common stock. It em 1B. Unresolved Staff Comments. None.
Natural gas, LNG, and crude oil prices and demand for and price of LNG regasification capacity have at various times been and may become volatile due to one or more of the following factors: • additions to competitive regasification capacity; • changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions; • insufficient or oversupply of natural gas liquefaction or export capacity worldwide; • insufficient LNG tanker capacity; • weather conditions and natural disasters; • reduced demand and lower prices for natural gas over an extended period; • higher LNG prices, which could make other fuels more competitive in the markets where we operate; • inflationary pressures; • increased natural gas production deliverable by pipelines in the markets where we operate, which could suppress demand for LNG; • decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which have begun and may continue to decrease the production of natural gas available for liquefaction; • cost improvements that allow competitors to offer LNG regasification services at reduced prices; • changes in supplies of, and prices for, alternative energy sources, such as coal, crude oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG or natural gas in the markets where we operate; • political conditions; • adverse relative demand for LNG compared to other markets; • changes in economic conditions of countries where we operate or purchase or sell LNG and natural gas; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
Natural gas, LNG, and crude oil prices and demand for and price of LNG regasification capacity have at various times been and may become volatile due to one or more of the following factors: • additions to competitive regasification capacity; • changes in import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions; • insufficient or oversupply of natural gas liquefaction or export capacity worldwide; • insufficient LNG carrier capacity; • weather conditions and natural disasters; • reduced demand and lower prices for natural gas over an extended period; • higher LNG prices, which could make other fuels more competitive in the markets where we operate; • inflationary pressures; • increased natural gas production deliverable by pipelines in the markets where we operate, which could suppress demand for LNG; • decreased crude oil and natural gas exploration activities, including shut-ins and possible proration, which would decrease the production of natural gas available for liquefaction; • cost improvements that allow competitors to offer LNG regasification services at reduced prices; • changes in supplies of, and prices for, alternative energy sources, such as coal, crude oil, nuclear, hydroelectric, wind and solar energy, which may reduce the demand for natural gas; • changes in regulatory, tax or other governmental policies regarding imported or exported LNG, natural gas or alternative energy sources, which may reduce the demand for imported LNG or natural gas in the markets where we operate; • political conditions; • adverse relative demand for LNG compared to other markets; • changes in economic conditions of countries where we operate or purchase or sell LNG and natural gas; and • cyclical trends in general business and economic conditions that cause changes in the demand for natural gas.
If we were to fail to maintain these levels and ratios without obtaining a waiver of covenant compliance or modification to the 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 we were to fail to maintain these levels and ratios without obtaining a waiver of covenant compliance or modification to the 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 assets or reclassify our indebtedness as current liabilities and could allow our lenders to accelerate our indebtedness and foreclose their liens on our assets, which could result in the loss of our assets.
The TRA provides that if (i) we exercise our right to early termination of the TRA in whole (that is, with respect to all benefits due to all of the TRA Beneficiaries) or in part (that is, with respect to some benefits due to the TRA Beneficiaries), (ii) we experience certain changes in control, (iii) the TRA is rejected in certain bankruptcy proceedings, (iv) we fail (subject to certain exceptions) to make a payment under the TRA within 180 days after the due date or (v) we materially breach our obligations under the TRA, we will be obligated to make an early termination payment to holders of rights under the TRA equal to the present value of all payments that would be required to be paid by us under the TRA.
The TRA provides that if (i) we exercise our right to early termination of the TRA in whole (that is, with respect to all benefits due to EE Holdings) or in part (that is, with respect to some benefits due to EE Holdings), (ii) we experience certain changes in control, (iii) the TRA is rejected in certain bankruptcy proceedings, (iv) we fail (subject to certain exceptions) to make a payment under the TRA within 180 days after the due date or (v) we materially breach our obligations under the TRA, we will be obligated to make an early termination payment to holders of rights under the TRA equal to the present value of all payments that would be required to be paid by us under the TRA.
We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of EELP attributable to the exchanged EELP interests and certain other tax benefits (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of the Foundation Vessels), the payments that we will be required to make to the holders of rights under the TRA could be substantial.
We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of EELP attributable to the exchanged EELP interests and certain other tax benefits (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of the IPO Vessels), the payments that we will be required to make to the holders of rights under the TRA could be substantial.
Events beyond our control, including changes in the economic and business conditions in the industry in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations, geopolitical landscapes or tensions, and outbreaks of epidemic and pandemic diseases, may affect our ability to comply with these covenants.
Events beyond our control, including changes in the economic and business conditions in the industry in which we operate, interest rate developments, changes in the funding costs of our banks, changes in our asset’s earnings and asset valuations, geopolitical landscapes or tensions, and outbreaks of epidemic and pandemic diseases, may affect our ability to comply with these covenants.
These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in: • the cost of labor and materials, including due to inflationary pressures; • customer requirements; • fleet and project size; • the cost of replacement vessels; • length of charters; • governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; • competitive standards; and • operating conditions, including adverse weather events, sea currents and natural disasters impacting performance, required maintenance and repair intervals and spending.
These expenditures could vary significantly from quarter to quarter and could increase as a result of changes in: • the cost of labor and materials, including due to inflationary pressures; • customer requirements; • project size; • the cost of replacement assets; • length of charters; • governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; • competitive standards; and • operating conditions, including adverse weather events, sea currents and natural disasters impacting performance, required maintenance and repair intervals and spending.
Although we believe that we have been in compliance with 24 all applicable sanctions, embargo and anti-corruption laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
Although we believe that we have been in compliance with all applicable sanctions, embargo and anti-corruption laws and regulations, and intend to maintain such compliance, there can be no 25 assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations.
We also are subject to other laws outside the United States and international conventions that provide for an owner or operator of LNGCs to bear strict liability for pollution. We are subject to numerous governmental international trade and economic sanctions laws and regulations. Our failure to comply with such laws and regulations could subject us to liability.
We also are subject to other laws outside the United States and international conventions that provide for an owner or operator of carriers to bear strict liability for pollution. We are subject to numerous governmental international trade and economic sanctions laws and regulations. Our failure to comply with such laws and regulations could subject us to liability.
Failure to maintain sufficient working capital could limit our growth and harm our business, financial condition and results of operations. We have significant working capital requirements, primarily driven by the delay between the purchase of LNG and payment for natural gas and the extended payment terms that we offer our customers.
Failure to maintain sufficient working capital could limit our growth and harm our business, financial condition and results of operations. We have significant working capital requirements, primarily driven by the delay between the purchase of LNG and payment for LNG, natural gas, or power and the extended payment terms that we offer our customers.
The ISM Code requires shipowners, ship managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.
The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies.
Such legislation or regulations have required and may in the future require additional capital expenditures or operating expenses, such as increased costs for low-sulfur fuel needed to meet IMO 2020 requirements, for us to maintain our vessels’ compliance with international and/or national regulations.
Such legislation or regulations have required and may in the future require additional capital expenditures or operating expenses, such as increased costs for low-sulfur fuel needed to meet IMO 2020 requirements, for us to maintain compliance with international and/or national regulations.
During 2023 and 2022, we recorded lower of cost or net realizable value write-downs on our LNG inventory. In addition, cyclical increased pricing of LNG has at times discouraged our customers, especially those in developing economies, from making spot purchases of LNG.
During 2023, we recorded lower of cost or net realizable value write-downs on our LNG inventory. In addition, cyclical increased pricing of LNG has at times discouraged our customers, especially those in developing economies, from making spot purchases of LNG.
Our loan agreements and lease financing arrangements also require us to maintain specific financial levels and ratios, including, as applicable, minimum amounts of available cash, minimum levels of stockholders’ equity, minimum consolidated interest coverage, maximum consolidated total leverage, maximum loan amounts to value, and collateral vessel maintenance coverage.
Our loan agreements and lease financing arrangements also require us to maintain specific financial levels and ratios, including, as applicable, minimum amounts of available cash, minimum levels of stockholders’ equity, minimum consolidated interest coverage, maximum consolidated total leverage, maximum loan amounts to value, and collateral asset maintenance coverage.
If we fail to maintain these standards, we may be liable to our customers for reduced hire, damages and certain liquidated damages payable under the charterer’s contract with its customer, and in certain circumstances, our customers may terminate their respective contracts with us.
If we fail to maintain these standards, we may be liable to our customers for reduced compensation, damages and certain liquidated damages payable under the charterer’s contract with its customer, and in certain circumstances, our customers may terminate their respective contracts with us.
In addition, these requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, necessitate ship modifications or operations changes or lead to decreased availability of insurance coverage for environmental matters.
In addition, these requirements can affect the resale value or useful lives of our assets, require a reduction in cargo capacity, necessitate ship modifications or operations changes or lead to decreased availability of insurance coverage for environmental matters.
Compliance with changes in laws and regulations relating to climate change could increase our costs of operating and maintaining our vessels and could require us to make significant financial expenditures that we cannot predict with certainty at this time.
Compliance with changes in laws and regulations relating to climate change could increase our costs of operating and maintaining our assets and could require us to make significant financial expenditures that we cannot predict with certainty at this time.
We could face increased competition for providing storage and regasification services for LNG import projects from a number of experienced companies, including state-sponsored entities and major energy companies. While there has been limited availability of FSRUs in recent years, new participants may enter the market, including companies with strong reputations and extensive resources and experience.
We could face increased competition for providing storage and regasification services for LNG import projects from a number of experienced companies, including state-sponsored entities and major energy companies. While there has been limited availability of floating regasification terminals in recent years, new participants may enter the market, including companies with strong reputations and extensive resources and experience.
Our inability to dispose of a vessel at a reasonable value could result in a loss on the sale and adversely affect our ability to purchase a replacement vessel, our financial condition and our results of operations.
Our inability to dispose of a terminal at a reasonable value could result in a loss on the sale and adversely affect our ability to purchase a replacement terminal, our financial condition and our results of operations.
An accident or incident involving any of our vessels or other facilities or the LNG infrastructure to which we are interconnected could result in any of the following: • death or injury to persons, loss of property or damage to the environment, natural resources or protected species, and associated costs; • delays in taking delivery of an LNG cargo or discharging regasified LNG, as applicable; • suspension or termination of customer contracts, and resulting loss of revenues; • governmental fines, penalties or restrictions on conducting business; • higher insurance rates; and • damage to our reputation and customer relationships generally.
An accident or incident involving any of our floating or fixed terminals or other facilities or the LNG infrastructure to which we are interconnected could result in any of the following: • death or injury to persons, loss of property or damage to the environment, natural resources or protected species, and associated costs; 20 • delays in taking delivery of an LNG cargo or discharging regasified LNG, as applicable; • suspension or termination of customer contracts, and resulting loss of revenues; • governmental fines, penalties or restrictions on conducting business; • higher insurance rates; and • damage to our reputation and customer relationships generally.
Our contracts with our customers contain various termination rights, which may include, without limitation: • at the end of a specified time period following certain events of force majeure or the outbreak of war; • extended unexcused service interruptions or deficiencies; • failure to deliver or commission an FSRU at the start of a project; • loss of or requisition of the FSRU; • the occurrence of an insolvency event; and • the occurrence of certain uncured, material breaches.
Our contracts with our customers contain various termination rights, which may include, without limitation: • at the end of a specified time period following certain events of force majeure or the outbreak of war; • extended unexcused service interruptions or deficiencies; • failure to deliver or commission a terminal at the start of a project; • loss of or requisition of a floating regasification terminal; • the occurrence of an insolvency event; and • the occurrence of certain uncured, material breaches.
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.
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 assets.
The actual future payments to the TRA Beneficiaries will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The actual future payments to EE Holdings will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers may generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, as well as greater inspection and safety requirements on all LNGCs in the marine transportation market.
The heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers may generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, as well as greater inspection and safety requirements on all LNG carriers in the marine transportation market.
Changes in business conditions, pandemics, governmental changes and other factors beyond our control or that we do not presently anticipate could affect our ability to receive LNG and critical components from our suppliers. We may experience operational problems with vessels or our other facilities that could reduce revenue, increase costs or lead to termination of our customer contracts.
Changes in business conditions, pandemics, governmental changes and other factors beyond our control or that we do not presently anticipate could affect our ability to receive LNG and critical components from our suppliers. We may experience operational problems with floating regasification terminals or our other facilities that could reduce revenue, increase costs or lead to termination of our customer contracts.
In addition, we operate in certain countries, including Argentina and Brazil, that require us to hire a certain percentage of local personnel to crew the vessels, and we may expand our operations to countries with similar requirements. Any inability to attract and retain qualified local crew members could adversely affect our business, results of operations and financial condition.
In addition, we operate in certain countries, including Argentina and Brazil, that require us to hire a certain percentage of local personnel to crew the floating regasification terminals, and we may expand our operations to countries with similar requirements. Any inability to attract and retain qualified local crew members could adversely affect our business, results of operations and financial condition.
Weather events such as storms and collateral effects, or other disasters such as explosions, fires, seismic events, floods or accidents, could result in damage to our facilities, including at our regasification terminals and other facilities, interruption of our operations or our supply chain and delays or cost increases in the construction and the development of our planned facilities and higher repair and maintenance costs.
Weather events such as storms and collateral effects, or other disasters such as explosions, fires, seismic events, floods or accidents, could result in damage to our facilities, interruption of our operations or our supply chain and delays or cost increases in the construction and the development of our planned facilities and higher repair and maintenance costs.
If a regasification contract terminates, we may be unable to re-deploy the affected vessel at attractive rates and, rather than continue to incur costs to maintain and finance the vessel, we may seek to dispose of the vessel.
If a regasification contract terminates, we may be unable to re-deploy the affected floating regasification terminal at attractive rates and, rather than continue to incur costs to maintain and finance the terminal, we may seek to dispose of the terminal.
OPA applies to discharges of any oil from a ship in U.S. waters, including discharges of fuel and lubricants from an LNGC, even if the ships do not carry oil as cargo.
OPA applies to discharges of any oil from a ship in U.S. waters, including discharges of fuel and lubricants from an LNG carrier, even if the ships do not carry oil as cargo.
Although our time charter contracts generally entitle us to compensation from our customer in the event of a requisition of one or more of our vessels, the amount and timing of payments, if any, would be uncertain. A government requisition of one or more of our vessels may cause us to breach covenants in certain of our credit facilities.
Although our contracts generally entitle us to compensation from our customer in the event of a requisition of one or more of our assets, the amount and timing of payments, if any, would be uncertain. A government requisition of one or more of our assets may cause us to breach covenants in certain of our credit facilities.
Our obligations under our financing arrangements, including the Amended Credit Agreement (as defined herein), are secured by various forms of collateral, including, but not limited to, pledged or assigned customer contracts and certain of our vessels and guaranteed by our subsidiaries holding the interests in our vessels.
Our obligations under our financing arrangements, including the Amended Credit Agreement (as defined herein), are secured by various forms of collateral, including, but not limited to, pledged or assigned customer contracts and certain of our floating regasification terminals and guaranteed by our subsidiaries holding the interests in our floating regasification terminals.
The TRA provides for payment by us to the TRA Beneficiaries of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of (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 Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC) (collectively, the “Foundation Vessels”) that existed as of the time of the 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 Excelerate entering into the TRA, including tax benefits attributable to payments that Excelerate makes under the TRA.
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 (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 Excelsior, LLC and FSRU Vessel (Excellence), LLC (f/k/a Excellence, LLC) (collectively, the “IPO Vessels”) that existed as of the time of the Initial Public Offering 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 Excelerate entering into the TRA, including tax benefits attributable to payments that Excelerate makes under the TRA.
FSRUs and LNG import terminals are complex and their operations are technically challenging. The operation of our FSRUs and LNG import terminals may be subject to mechanical risks. Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures.
LNG import terminals and power plants are complex and their operations are technically challenging. The operation of our facilities may be subject to mechanical risks. Operational problems may lead to loss of revenue or higher than anticipated operating expenses or require additional capital expenditures.
A decline in the value of our vessels may also result in impairment charges or the breach of certain of the ratios and financial covenants we are required to comply with in our credit facilities. We depend on key management personnel and other experienced employees.
A decline in the value of our floating regasification terminals may also result in impairment charges or the breach of certain of the ratios and financial covenants we are required to comply with in our credit facilities. We depend on key management personnel and other experienced employees.
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 or sell, or otherwise dispose of, all or substantially all of our assets; • make or pay dividends and certain other distributions; • incur additional indebtedness; • make certain investments; 30 • incur liens; • enter into transactions with affiliates; • enter into sale-leaseback transactions; • enter into swap, forward, future, or derivative agreements; • enter into certain other restrictive agreements; • incur or make any capital expenditures; or • materially amend or terminate our customer contract for the vessel that secures the financing.
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 or sell, or otherwise dispose of, all or substantially all of our assets; • make or pay dividends and certain other distributions; • incur additional indebtedness; • make certain investments; • incur liens; • enter into transactions with affiliates; • enter into sale-leaseback transactions; • enter into swap, forward, future, or derivative agreements; • enter into certain other restrictive agreements; • incur or make any capital expenditures; or • materially amend or terminate our customer contract for the floating regasification terminals that secure the financing.
When we charter our vessels to third parties, we conduct comprehensive due diligence of the charterer and include prohibitions on the charterer calling on ports in countries subject to comprehensive U.S. sanctions or otherwise engaging in commerce with such countries.
When we charter our floating regasification terminals to third parties, we conduct comprehensive due diligence of the charterer and include prohibitions on the charterer calling on ports in countries subject to comprehensive U.S. sanctions or otherwise engaging in commerce with such countries.
Kaiser, through his indirect beneficial ownership of all of our outstanding Class B Common Stock, controls approximately 77.5% of the total combined voting power of our outstanding Class A Common Stock and Class B Common Stock, which gives him the ability to prevent a potential takeover of our company.
Kaiser, through his indirect beneficial ownership of all of our outstanding Class B Common Stock, controls approximately 71.9% of the total combined voting power of our outstanding Class A Common Stock and Class B Common Stock, which gives him the ability to prevent a potential takeover of our company.
During each of 2024 and 2023, we had two customers that, at times, accounted for over 10% of our revenues. Our dependence on a small number of customers means that a loss of, or other adverse actions by, any one of these customers could materially reduce our revenues.
During 2025 and 2024, we had three and two customers, respectively, that, at times, accounted for over 10% of our revenues. Our dependence on a small number of customers means that a loss of, or other adverse actions by, any one of these customers could materially reduce our revenues.
Among other things, these provisions include: • providing for two classes of stock; • authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; • from and after such time as EE Holdings (including its permitted transferees) ceases to beneficially own at least 40% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (the “Trigger Date”), establishing a classified board of directors, with each class serving three-year staggered terms, so that not all members of our board of directors are elected at one time; • from and after such time as our board is classified, providing that directors can be removed only for cause and only by the affirmative vote of at least 66 2∕3% of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class; • prohibiting the use of cumulative voting for the election of directors; • from and after the Trigger Date, eliminating the ability of stockholders to call special meetings and prohibiting stockholder action by written consent and instead requiring stockholder actions to be taken at a meeting of our stockholders; • from and after the Trigger Date, providing that only the board can fill vacancies on the board of directors; 28 • from and after the Trigger Date, requiring the approval of the holders of at least 66 2∕3% of voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to amend or repeal our bylaws and certain provisions of our certificate of incorporation; • establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and • providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws.
Among other things, these provisions include: • providing for two classes of stock; • authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt; • from and after such time as EE Holdings (including its permitted transferees) ceases to beneficially own at least 40% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (the “Trigger Date”), establishing a classified board of directors, with each class serving three-year staggered terms, so that not all members of our board of directors are elected at one time; • from and after such time as our board is classified, providing that directors can be removed only for cause and only by the affirmative vote of at least 66 2∕3% of the voting power of the stock outstanding and entitled to vote on the election of directors, voting together as a single class; • prohibiting the use of cumulative voting for the election of directors; • from and after the Trigger Date, eliminating the ability of stockholders to call special meetings and prohibiting stockholder action by written consent and instead requiring stockholder actions to be taken at a meeting of our stockholders; • from and after the Trigger Date, providing that only the board can fill vacancies on the board of directors; • from and after the Trigger Date, requiring the approval of the holders of at least 66 2∕3% of voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, to amend or repeal our bylaws and certain provisions of our certificate of incorporation; • establishing advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders; and • providing that the board of directors is expressly authorized to adopt, or to alter or repeal, our bylaws. 29 In addition, Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, unless the business combination is approved in a prescribed manner.
Kaiser, through his ownership of EE Holdings, indirectly owns 100% of our Class B Common Stock (representing 77.5% of the total combined voting power of our Class A Common Stock and Class B Common Stock). 27 As a result, Kaiser, through his ownership of EE Holdings, has the right to designate a certain number of nominees for election to our board of directors and is able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents, any material change in the nature of the business or operations of our company and our subsidiaries, taken as a whole, as of the date of the Stockholder’s Agreement (as defined herein), and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets for so long as EE Holdings beneficially owns (directly or indirectly) a certain percentage of our outstanding voting power.
As a result, Kaiser, through his ownership of EE Holdings, has the right to designate a certain number of nominees for election to our board of directors and is able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents, any material change in the nature of the business or operations of our company and our subsidiaries, taken as a whole, as of the date of the Stockholder’s Agreement (as defined herein), and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets for so long as EE Holdings beneficially owns (directly or indirectly) a certain percentage of our outstanding voting power.
For more information regarding the material terms of the contracts with our customers, see “Business—Time Charter Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” below.
For more information regarding the material terms of the contracts with our customers, see “Business—Terminal Services Customers and Contracts,” and for more information regarding the risks related to termination of the contracts with our customers, see “—Our contracts with our customers are subject to termination under certain circumstances,” below.
Moreover, pursuant to each customer contract, our FSRUs or LNG terminals, as applicable, must maintain certain specified performance standards, which may include a guaranteed delivery of regasified LNG, consumption of no more than a specified amount of fuel or a requirement not to exceed a maximum average daily cargo boil-off.
Moreover, pursuant to each customer contract, our facilities must maintain certain specified performance standards, which may include a guaranteed delivery of regasified LNG or power, consumption of no more than a specified amount of fuel or a requirement not to exceed a maximum average daily LNG cargo boil-off.
Contracts that we enter into in the future may contain similar provisions. In addition, our customers may choose not to extend existing contracts. As a result, we may have an underutilized fleet and additionally, under charters for any FSRUs we do not own, we will still be obligated to make payments to their owners regardless of use.
Contracts that we enter into in the future may contain similar provisions. In addition, our customers may choose not to extend existing contracts. As a result, we may have underutilized assets and additionally, under charters for any floating regasification terminals we do not own, we will still be obligated to make payments to their owners regardless of use.
If we fail to comply with the ISM Code, we may be subject to increased liability, our existing insurance coverage for our affected vessels may be invalidated or the availability of insurance coverage may decrease, and such issues may result in a denial of access to, or detention in, certain ports.
If we fail to comply with the ISM Code, we may be subject to increased liability, our existing insurance coverage for our affected floating regasification terminals or LNG carriers may be invalidated or the availability of insurance coverage may decrease, and such issues may result in a denial of access to, or detention in, certain ports.
Our financing agreements are secured by certain of our vessels and contain operating and financial restrictions and covenants that may restrict our business, financing activities and ability to pay dividends to our stockholders.
Our financing agreements are secured by certain of our floating regasification terminals and contain operating and financial restrictions and covenants that may restrict our business, financing activities and ability to pay dividends to our stockholders.
Vessel values for FSRUs can fluctuate substantially over time due to a number of different factors, including: • prevailing economic conditions in the LNG, shipping, natural gas and energy markets; • a substantial or extended decline or increase in demand for LNG; • increases in the supply of vessel capacity; • the age of a vessel; • the remaining term on existing time charters; and • the cost of 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.
Values for LNG infrastructure assets can fluctuate substantially over time due to a number of different factors, including: • prevailing economic conditions in the LNG, shipping, natural gas and energy markets; • a substantial or extended decline or increase in demand for LNG; • increases in the supply of holding capacity; • the age of the facilities; • the remaining term on existing customer contracts; and • the cost of retrofitting or modifying existing terminals, as a result of technological advances in design or equipment, changes in applicable environmental or other regulations or standards, customer requirements or otherwise.
Our vessels, the LNG and natural gas onboard and our other facilities and the LNG infrastructure to which we are interconnected are at risk of being damaged or lost because of events such as: • marine disasters; • piracy; • environmental incidents or pollution; • bad weather; 19 • mechanical failures; • grounding, fire, explosions and collisions; • cargo and property losses or damage; • human error; and • war and terrorism.
Our facilities, our LNG and natural gas inventory, and the LNG infrastructure to which we are interconnected, are at risk of being damaged or lost because of events such as: • marine disasters; • piracy; • environmental incidents or pollution; • bad weather, including tropical cyclones; • mechanical failures; • grounding, fire, explosions and collisions; • cargo and property losses or damage; • human error; and • war and terrorism.
If our vessels or other facilities suffer damage, they may need to be repaired, which could result in us incurring repair costs and/or a loss of earnings. The costs of vessel and other infrastructure repairs are unpredictable and can be substantial.
If our floating or fixed terminals or other facilities suffer damage, they may need to be repaired, which could result in us incurring repair costs and/or a loss of earnings. The costs of floating or fixed terminal and other infrastructure repairs are unpredictable and can be substantial.
Governments could requisition our vessels during a period of war or emergency resulting in a loss of earnings. Governments of the port states where our FSRUs are located could requisition for title, requisition for hire or seize our vessels. Generally, requisitions occur during a period of war or emergency, including an emergency declared by a government.
Governments could requisition our assets during a period of war or emergency resulting in a loss of earnings. Governments of the port states where our floating regasification terminals are located could requisition for title, requisition for hire or seize our assets. Generally, requisitions occur during a period of war or emergency, including an emergency declared by a government.
The operation of FSRUs and other LNG infrastructure assets is inherently risky, and an incident involving health, safety, property or environmental consequences involving any of our vessels could harm our reputation, business and financial condition.
The operation of LNG and natural gas infrastructure assets is inherently risky, and an incident involving health, safety, property or environmental consequences involving any of our assets could harm our reputation, business and financial condition.
Our operations are affected by extensive and changing international treaties and conventions as well as national and local environmental protection, health, safety and maritime conduct laws and regulations, including those in force in international waters, the jurisdictional waters of the countries in which our vessels operate, the onshore territories in which our facilities are located, and Belgium 23 and the Marshall Islands where our vessels are registered.
Our operations are affected by extensive and changing international treaties and conventions as well as national and local environmental protection, health, safety and maritime conduct laws and regulations, including those in force in international waters, the jurisdictional waters of the countries in which our floating regasification terminals and LNG carriers operate, the onshore territories in which our facilities are located, and Belgium, Bermuda and the Marshall Islands where our floating regasification terminals and LNG carriers are registered.
The amount and timing of any payments under the TRA will vary depending on a number of factors, including the price of our Class A Common Stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local as well as the foreign tax rates then applicable; the amount of each exchanging partner’s tax basis in its interests at the time of the relevant exchange; the depreciation and amortization periods that apply to the assets of EELP and its subsidiaries; the timing and amount of any earlier payments that we may have made under the TRA and the portion of our payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.
To the extent such distributions or our cash resources are insufficient to meet our obligations under the TRA as a result of timing discrepancies or otherwise, we may need to incur debt to finance payments under the TRA. 36 The amount and timing of any payments under the TRA will vary depending on a number of factors, including the price of our Class A Common Stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of our income; the U.S. federal, state and local as well as the foreign tax rates then applicable; the amount of each exchanging partner’s tax basis in its interests at the time of the relevant exchange; the depreciation and amortization periods that apply to the assets of EELP and its subsidiaries; the timing and amount of any earlier payments that we may have made under the TRA and the portion of our payments under the TRA that constitute imputed interest or give rise to depreciable or amortizable tax basis.
A material decrease in the supply of technically skilled officers and crew, including as a result of wars and conflicts and government responses thereto, or our inability or that of our vessel managers to attract and retain such qualified officers and crew could impair our ability to operate or increase the cost of crewing our vessels, which would materially adversely affect our business, financial condition and results of operations.
A material decrease in the supply of technically skilled officers and crew, including as a result of wars and conflicts and government responses thereto, or our inability or that of our floating regasification terminal and LNG carrier managers to attract and retain such qualified officers and crew could impair our ability to operate or increase crewing costs, which would materially adversely affect our business, financial condition and results of operations.
Regasification contracts are awarded based upon a variety of factors relating to the vessel operator, including, but not limited to: • FSRU experience and quality of ship operations; • shipping industry relationships and reputation for customer service and safety; • technical ability and reputation for operation of highly specialized vessels, including FSRUs; • quality and experience of seafaring crew; • financial stability; 15 • construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new FSRUs according to customer specifications; • willingness to accept operational and other risks, such as allowing customer termination rights for extended operational failures and force majeure events; • the ability to commence operations quickly; and • price competitiveness.
Regasification contracts are awarded based upon a variety of factors relating to the operator, including, but not limited to: • floating regasification terminal experience and quality of operations; • industry relationships and reputation for customer service and safety; • technical ability and reputation for operation of highly specialized assets, including floating regasification terminals; • quality and experience of crews; • financial stability; • construction management experience, including (i) relationships with shipyards and the ability to secure suitable berths and (ii) the ability to obtain on-time delivery of new floating regasification terminals according to customer specifications; • willingness to accept operational and other risks, such as allowing customer termination rights for extended operational failures and force majeure events; • the ability to commence operations quickly; and • price competitiveness.
Information system failures, or cybersecurity incidents could adversely affect us. We rely on accounting, financial, operational, management and other information systems to conduct our operations, including our vessel operations.
Information system failures, or cybersecurity incidents could adversely affect us. We rely on accounting, financial, operational, management and other information systems to conduct our operations, including our floating regasification terminal and carrier operations.
For example, the Brazilian real has experienced significant fluctuations relative to the U.S. dollar in the past and the Argentine peso has devalued significantly against the U.S. dollar, from about six Argentine pesos per dollar in December 2013 to approximately 1000 Argentine pesos per dollar in December 2024.
For example, the Brazilian real has experienced significant fluctuations relative to the U.S. dollar in the past and the Argentine peso has devalued significantly against the U.S. dollar, from about six Argentine pesos per dollar in December 2013 to approximately 1,500 Argentine pesos per dollar in October 2025.
New competitors could enter the market for FSRUs and operate larger fleets through consolidations, acquisitions or the purchase of new vessels and may be able to offer lower rates and more modern fleets. Competition may also prevent us from achieving our goal of profitably expanding into other parts of the natural gas value chain.
New competitors could enter the market for floating regasification terminals and operate larger asset bases through consolidations, acquisitions or the purchase of new terminals and may be able to offer lower rates and more modern assets. Competition may also prevent us from achieving our goal of profitably expanding into other parts of the natural gas value chain.
None of our vessels have called on ports located in countries subject to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism.
None of our floating regasification terminals or LNG carriers have called on ports located in countries subject to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism.
To reduce our exposure to fluctuations in the price, volume and timing risk associated with the purchase of LNG and sale of natural gas, we have entered and may in the future enter into futures, swaps and option contracts traded or cleared on the Intercontinental Exchange and the New York Mercantile Exchange or over-the-counter options and swaps with other energy commodity merchants and financial institutions.
A reduction in demand could materially adversely affect our financial condition and operating results. 19 To reduce our exposure to fluctuations in the price, volume and timing risk associated with the purchase of LNG and sale of natural gas, we have entered and may in the future enter into futures, swaps and option contracts traded or cleared on the Intercontinental Exchange and the New York Mercantile Exchange or over-the-counter options and swaps with other energy commodity merchants and financial institutions.
FSRU vessel values may fluctuate substantially, and a decline in vessel values may result in impairment charges, the breach of our financial covenants or a loss on the vessels, if these values are lower at a time when we are attempting to dispose of vessels.
LNG infrastructure asset values may fluctuate substantially, and a decline in values may result in impairment charges, the breach of our financial covenants or a loss on the assets, if these values are lower at a time when we are attempting to dispose of the assets.
We cannot assure you that we will pay dividends on or make additional repurchases of our Class A Common Stock, and our indebtedness could limit our ability to pay future dividends on our Class A Common Stock. We declared and paid cash dividends on and made repurchases of our Class A Common Stock in the prior fiscal year.
We cannot assure you that we will pay dividends on or make additional repurchases of our Class A Common Stock, and our indebtedness could limit our ability to pay future dividends on our Class A Common Stock. We have historically declared and paid cash dividends on and made repurchases of our Class A Common Stock.
The 2023 IMO GHG Strategy calls for a goal of net zero emissions from international shipping by 2050, an increase in ambition compared to a goal of a 50% reduction in the 2018 GHG Strategy.
For example, the IMO adopted a revised strategy in July 2023 (the “2023 IMO GHG Strategy”) which calls for a goal of net zero emissions from international shipping by 2050, an increase in ambition compared to a goal of a 50% reduction in the 2018 GHG Strategy.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP: Years ended December 31, 2024 2023 2022 (In thousands) FSRU and terminal services revenues $ 612,164 $ 506,810 $ 445,157 Gas sales revenues 239,273 652,153 2,027,816 Cost of revenue and vessel operating expenses (215,610 ) (228,165 ) (209,195 ) Direct cost of gas sales (227,745 ) (518,394 ) (1,906,781 ) Depreciation and amortization expense (98,939 ) (114,323 ) (97,313 ) Gross Margin $ 309,143 $ 298,081 $ 259,684 Depreciation and amortization expense 98,939 114,323 97,313 Adjusted Gross Margin $ 408,082 $ 412,404 $ 356,997 Years ended December 31, 2024 2023 2022 (In thousands) Net income $ 153,034 $ 126,844 $ 79,996 Interest expense 61,022 66,995 59,539 Provision for income taxes 26,099 33,247 28,326 Depreciation and amortization expense 98,939 114,323 97,313 Accretion expense 1,856 1,774 1,494 Long-term incentive compensation expense 7,245 3,639 956 Restructuring, transition and transaction expenses — — 6,900 Early extinguishment of lease liability on vessel acquisition — — 21,834 Adjusted EBITDA $ 348,195 $ 346,822 $ 296,358 45 Consolidated Results of Operations Years Ended December 31, 2024, 2023 and 2022 Years ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (In thousands) Revenues FSRU and terminal services $ 612,164 $ 506,810 $ 445,157 $ 105,354 $ 61,653 Gas sales 239,273 652,153 2,027,816 (412,880 ) (1,375,663 ) Total revenues 851,437 1,158,963 2,472,973 (307,526 ) (1,314,010 ) Operating expenses Cost of revenue and vessel operating expenses (exclusive of items below) 215,610 228,165 209,195 (12,555 ) 18,970 Direct cost of gas sales 227,745 518,394 1,906,781 (290,649 ) (1,388,387 ) Depreciation and amortization 98,939 114,323 97,313 (15,384 ) 17,010 Selling, general and administrative 94,148 87,476 66,099 6,672 21,377 Restructuring, transition and transaction — — 6,900 — (6,900 ) Total operating expenses 636,442 948,358 2,286,288 (311,916 ) (1,337,930 ) Operating income 214,995 210,605 186,685 4,390 23,920 Other income (expense) Interest expense (47,365 ) (52,468 ) (33,927 ) 5,103 (18,541 ) Interest expense – related party (13,657 ) (14,527 ) (25,612 ) 870 11,085 Earnings from equity method investments 2,247 883 2,698 1,364 (1,815 ) Early extinguishment of lease liability on vessel acquisition — — (21,834 ) — 21,834 Other income, net 22,913 15,598 312 7,315 15,286 Income before income taxes 179,133 160,091 108,322 19,042 51,769 Provision for income taxes (26,099 ) (33,247 ) (28,326 ) 7,148 (4,921 ) Net income 153,034 126,844 79,996 26,190 46,848 Less net income attributable to non-controlling interests 120,156 96,432 55,119 23,724 41,313 Less net loss attributable to non-controlling interests – ENE Onshore — — (1,396 ) — 1,396 Less pre-IPO net income attributable to EELP — — 12,950 — (12,950 ) Net income attributable to shareholders $ 32,878 $ 30,412 $ 13,323 $ 2,466 $ 17,089 Additional financial data: Gross Margin $ 309,143 $ 298,081 $ 259,684 $ 11,062 $ 38,397 Adjusted Gross Margin 408,082 412,404 356,997 (4,322 ) 55,407 Adjusted EBITDA 348,195 346,822 296,358 1,373 50,464 Capital expenditures 113,257 312,735 119,267 (199,478 ) 193,468 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net income Net income was $153.0 million for the year ended December 31, 2024, an increase of $26.2 million, as compared to $126.8 million for the year ended December 31, 2023.
Biggest changeThe tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP: Years ended December 31, 2025 2024 2023 (In thousands) Terminal services $ 596,628 $ 612,164 $ 506,810 LNG, gas and power 631,635 239,273 652,153 Cost of LNG, gas and power (537,827 ) (227,745 ) (518,394 ) Operating expenses (183,705 ) (215,610 ) (228,165 ) Depreciation and amortization expense (111,322 ) (98,939 ) (114,323 ) Gross Margin $ 395,409 $ 309,143 $ 298,081 Depreciation and amortization expense 111,322 98,939 114,323 Adjusted Gross Margin $ 506,731 $ 408,082 $ 412,404 Years ended December 31, 2025 2024 2023 (In thousands) Net income $ 167,018 $ 153,034 $ 126,844 Interest expense 94,138 61,022 66,995 Provision for income taxes 27,894 26,099 33,247 Depreciation and amortization expense 111,322 98,939 114,323 Accretion expense 2,750 1,856 1,774 Long-term incentive compensation expense 11,988 7,245 3,639 Transition and transaction expenses 34,233 — — Adjusted EBITDA $ 449,343 $ 348,195 $ 346,822 45 Consolidated Results of Operations Years Ended December 31, 2025, 2024 and 2023 Years ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (In thousands) Revenues Terminal services $ 596,628 $ 612,164 $ 506,810 $ (15,536 ) $ 105,354 LNG, gas and power 631,635 239,273 652,153 392,362 (412,880 ) Total revenues 1,228,263 851,437 1,158,963 376,826 (307,526 ) Operating expenses Cost of LNG, gas and power (exclusive of items below) 537,827 227,745 518,394 310,082 (290,649 ) Operating expenses 183,705 215,610 228,165 (31,905 ) (12,555 ) Depreciation and amortization 111,322 98,939 114,323 12,383 (15,384 ) Selling, general and administrative 94,487 94,148 87,476 339 6,672 Transition and transaction expenses 34,233 — — 34,233 — Total operating expenses 961,574 636,442 948,358 325,132 (311,916 ) Operating income 266,689 214,995 210,605 51,694 4,390 Other income (expense) Interest expense (81,206 ) (47,365 ) (52,468 ) (33,841 ) 5,103 Interest expense – related party (12,932 ) (13,657 ) (14,527 ) 725 870 Earnings from equity method investments 2,337 2,247 883 90 1,364 Other income, net 20,024 22,913 15,598 (2,889 ) 7,315 Income before income taxes 194,912 179,133 160,091 15,779 19,042 Provision for income taxes (27,894 ) (26,099 ) (33,247 ) (1,795 ) 7,148 Net income 167,018 153,034 126,844 13,984 26,190 Less net income attributable to non-controlling interests 127,819 120,156 96,432 7,663 23,724 Net income attributable to shareholders $ 39,199 $ 32,878 $ 30,412 $ 6,321 $ 2,466 Additional financial data: Gross Margin $ 395,409 $ 309,143 $ 298,081 $ 86,266 $ 11,062 Adjusted Gross Margin 506,731 408,082 412,404 98,649 (4,322 ) Adjusted EBITDA 449,343 348,195 346,822 101,148 1,373 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net income Net income was $167.0 million for the year ended December 31, 2025, an increase of $14.0 million, as compared to $153.0 million for the year ended December 31, 2024.
The decrease was primarily due to the completion of our natural gas sales agreement in Brazil in December 2023 and gas sales into Finland in the first quarter of 2023, partially offset by increased LNG sales in Asia Pacific and a partial LNG cargo sale in the Atlantic Basin in the fourth quarter of 2024.
The decrease was primarily due to the completion of our natural gas sales agreement in Brazil in December 2023 and gas sales into Finland in the first quarter of 2023, partially offset by increased LNG sales in Asia Pacific and a partial LNG cargo sale in the Atlantic Basin in the fourth quarter of 2024.
Therefore, our effective income tax rate is dependent on many factors, including geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
Therefore, our effective income tax rate is dependent on many factors, including the geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions.
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.” FSRU and terminal services revenues FSRU and terminal services revenues were $612.2 million for the year ended December 31, 2024, an increase of $105.4 million as compared to $506.8 million for the year ended December 31, 2023.
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.” Terminal services Terminal services revenues were $612.2 million for the year ended December 31, 2024, an increase of $105.4 million, as compared to $506.8 million for the year ended December 31, 2023.
Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications 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.
Management believes 44 Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications 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.
To the extent such distributions or our cash resources are insufficient to meet our obligations under the TRA as result of timing discrepancies or otherwise, we may need to incur debt to finance payments under the TRA. 55 LNG purchase and sale commitments In February 2023, we executed a 20-year LNG sale and purchase agreement (“SPA”) with Venture Global LNG.
To the extent such distributions or our cash resources are insufficient to meet our obligations under the TRA as result of timing discrepancies or otherwise, we may need to incur debt to finance payments under the TRA. LNG purchase commitments In February 2023, we executed a 20-year LNG sale and purchase agreement (“SPA”) with Venture Global LNG.
Any determination to pay dividends to holders of our common stock 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 in our existing and any future debt and other factors that our board of directors deems relevant.
Any determination to pay dividends to holders of our common stock 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 in our existing and any future debt agreements and other factors that our board of directors deems relevant.
See “Risk Factors – Information system failures, cyber incidents or breaches in security could adversely affect us” for further information on how cybersecurity threats could harm our business, financial condition, and results of operations. If a cybersecurity incident were to occur, we would utilize our incident response plan.
See “Risk Factors – Information system failures, cyber incidents or breaches in security could adversely affect us” for further information on how cybersecurity threats could harm our business, financial condition, and results of operations. 38 If a cybersecurity incident were to occur, we would utilize our incident response plan.
The loan agreements also require that the MLNG terminal and project company be insured on a stand-alone basis with property insurance, liability insurance, business interruption insurance and other customary insurance policies. The respective project company must have a quarterly debt service coverage ratio of at least 1.10 to 1.
The loan agreements also require that the MLNG terminal and 53 project company be insured on a stand-alone basis with property insurance, liability insurance, business interruption insurance and other customary insurance policies. The respective project company must have a quarterly debt service coverage ratio of at least 1.10 to 1.
Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period. 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.
Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period. 43 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.
In the fourth quarter of 2023, we executed an amendment to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 30, 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50%.
In the fourth quarter of 2023, we executed an amendment to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50%.
We have certain lease agreements that provide for the option to extend or terminate early, which was evaluated on each lease to arrive at the lease term. If we were reasonably certain to exercise a renewal or termination option, this period was factored into the lease 56 term.
We have certain lease agreements that provide for the option to extend or terminate early, which was evaluated on each lease to arrive at the lease term. If we were reasonably certain to exercise a renewal or termination option, this period was factored into the lease term.
The effect of tax positions is recognized only if those positions are more likely than not of being sustained. Conclusions reached regarding tax positions are continually reviewed based on ongoing analyses of tax laws, regulations, and interpretations thereof.
The effect of uncertain tax positions is recognized only if those positions are more likely than not of being sustained. Conclusions reached regarding uncertain tax positions are continually reviewed based on ongoing analyses of tax laws, regulations, and interpretations thereof.
To the extent that our assessment of the conclusions reached regarding tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made.
To the extent that our assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made.
There are exceptions that allow our subsidiaries and us to pay such dividends and distributions, including: (i) the ability to make distributions and dividends so long as, at the time thereof and immediately after giving effect thereto, no default or event of default is ongoing under the Amended Credit Agreement, liquidity is not less than $200.0 million and the leverage ratio (calculated pursuant to the terms of our new credit facility) is less than or equal to 2.25 to 1.00; (ii) the ability of EELP to make to us, no more than once per fiscal quarter, distributions and dividends in an aggregate amount, for all such distributions and dividends in any fiscal year, not to exceed 3.0% of the aggregate value (calculated on price-per-share basis) of our issued and outstanding equity interests, so long as, no default or event of default is ongoing under our new credit facility; (iii) the ability of our subsidiaries to make distributions and dividends to parent entities (including us) in order to reimburse such parent entity for the costs and expenses of being a public company (such as costs and expenses related to compliance with SEC reporting and other requirements, the preparation of financial statements and services rendered by auditors, and other similar costs and expenses); and (iv) the ability of our subsidiaries to make distributions to us in respect of certain taxes and any applicable obligations arising under the Tax Receivable Agreement (the “TRA”).
There are exceptions that allow our subsidiaries and us to pay such dividends and distributions, including: (i) the ability to make distributions and dividends so long as, at the time thereof and immediately after giving effect thereto, no default or event of default is ongoing under the Amended Credit Agreement, liquidity is not less than $200.0 million and the leverage ratio (calculated pursuant to the terms of our new credit facility) is less than or equal to 3.25 to 1.00; (ii) the ability of EELP to make to us, no more than once per fiscal quarter, distributions and dividends in an aggregate amount, for all such distributions and dividends in any fiscal year, not to exceed 3.0% of the aggregate value (calculated on price-per-share basis) of our issued and outstanding equity interests, so long as, no default or event of default is ongoing under our new credit facility; (iii) the ability of our subsidiaries to make distributions and dividends to parent entities (including us) in order to reimburse such parent entity for the costs and expenses of being a public company (such as costs and expenses related to compliance with SEC reporting and other requirements, the preparation of financial statements and services rendered by auditors, and other similar costs and expenses); and (iv) the ability of our subsidiaries to make distributions to us in respect of certain taxes and any applicable obligations arising under the TRA.
Net income was higher primarily due to the update to our useful life assumption in the fourth quarter of 2023 ($17.9 million), various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), a decrease in the provision for income taxes ($7.1 million), lower interest expense due to decreased debt balances ($5.1 million), an increase in interest income ($4.0 million), and the benefit of the Sequoia acquisition ($4.0 million), partially offset by a decrease due to the transition of Sequoia to a time charter party (“TCP”) agreement in the first quarter of 2024 ($22.3 million), increased selling, general and administrative expenses primarily due to business development activities and long-term incentive compensation ($6.7 million), a decrease in other gas sales opportunities ($4.0 million), and increased personnel costs in Argentina ($3.7 million).
Net income was higher primarily due to the update to our useful life assumption in the fourth quarter of 2023 ($17.9 million), various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), a decrease in the provision for income taxes ($7.1 million), lower interest expense due to decreased debt balances ($5.1 million), an increase in interest income ($4.0 million), and the benefit of the Sequoia acquisition ($4.0 million), partially offset by a decrease due to the transition of Sequoia to a long-term regasification agreement in the first quarter of 2024 ($22.3 million), increased selling, general and administrative expenses primarily due to business development activities and long-term incentive compensation ($6.7 million), a decrease in other gas sales opportunities ($4.0 million), and increased personnel costs in Argentina ($3.7 million).
Potential future actions taking by us, such as mergers or other forms of business combinations that would constitute a change in control, may influence the timing and amount of payments we make under the TRA in a manner that does not correspond to our use of the corresponding tax benefits.
Potential future actions taken by us, such as mergers or other forms of business combinations that would constitute a change in control, may influence the timing and amount of payments we make under the TRA in a manner that does not correspond to our use of the corresponding tax benefits.
We record valuation allowances to reflect the estimated amount of certain deferred tax assets that are more likely to not be realized. In making such a determination, we evaluate a variety of factors, including our operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods.
We record valuation allowances to reflect the estimated amount of certain deferred tax assets that, more likely than not, will not be realized. In making such a determination, we evaluate a variety of factors, including our operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods.
We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below.
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.
Under the Experience Vessel Financing agreement, the Company is deemed the owner of the vessel and continues to recognize the vessel on its consolidated balance sheets, with the proceeds received recorded as a financial obligation.
Under the Experience Financing agreement, the Company is deemed the owner of the asset and continues to recognize the asset on its consolidated balance sheets, with the proceeds received recorded as a financial obligation.
Adjusted EBITDA was higher primarily due to various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), lower operating lease expense due to the acquisition of Sequoia ($6.0 million), and an increase in interest income ($4.0 million), partially offset by a decrease due to the transition of Sequoia to a TCP agreement in the first quarter of 2024 ($22.3 million), a decrease in other gas sales opportunities ($4.0 million), increased personnel costs in Argentina ($3.7 million), and increased selling, general and administrative expenses primarily due to business development activities ($3.1 million).
Adjusted EBITDA was higher primarily due to various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), lower operating lease expense due to the acquisition of Sequoia ($6.0 million), and an increase in interest income ($4.0 million), partially offset by a decrease due to the transition of Sequoia to a long-term regasification agreement in the first quarter of 2024 ($22.3 million), a decrease in other gas sales opportunities ($4.0 48 million), increased personnel costs in Argentina ($3.7 million), and increased selling, general and administrative expenses primarily due to business development activities ($3.1 million).
The financing also requires the vessel to carry the typical vessel marine insurances. 2017 Bank Loans On June 23, 2017, we entered into two loan agreements with external banks (the “2017 Bank Loans”) to finance the Moheshkhali LNG (“MLNG”) terminal in Bangladesh. The first arrangement allowed us to borrow up to $32.8 million.
The financing also requires the terminal to carry the typical marine insurances. 2017 Bank Loans In June 2017, we entered into two loan agreements with external banks (the “2017 Bank Loans”) to finance the Moheshkhali LNG (“MLNG”) terminal in Bangladesh. The first arrangement allowed us to borrow up to $32.8 million.
The actual future payments to the TRA Beneficiaries will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The actual future payments to EE Holdings will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The interest rate swaps have maturity, payment and reset dates that align with those of the Term Loan Facility. On September 8, 2023, EELP entered into an amendment to the Amended Credit Agreement (the “First Amendment”).
The interest rate swaps have maturity, payment and reset dates that align with those of the Term Loan Facility. In September 2023, EELP entered into an amendment to the Amended Credit Agreement (the “First Amendment”).
We have determined that these contracts contain a lease component for the use of the vessel and non-lease components relating to operation of the vessels. We have allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis.
We have determined that these contracts contain a lease component for the use of the terminals and non-lease components relating to operation of the terminals. We have allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis.
The TRA will provide for payment by us to the TRA Beneficiaries 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.
The TRA will provide 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.
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 by the Amended Credit Agreement, the “EE Facilities”). The EE Facilities mature in March 2027.
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”). As amended, the EE Facilities mature in March 2029.
Holders of our Class B Common Stock will not be entitled to dividends distributed by Excelerate but will share in the distributions made by Excelerate Energy Limited Partnership (”EELP”) on a pro rata basis. The Amended Credit Agreement restricts the ability of our subsidiaries, including EELP, to pay dividends and distributions to us.
Holders of our Class B Common Stock will not be entitled to dividends distributed by Excelerate but will share in the distributions made by EELP on a pro rata basis. The Amended Credit Agreement restricts the ability of our subsidiaries, including EELP, to pay dividends and distributions to us.
In addition, financing arrangements related to two of our vessels and one of our projects allow the lower-tier entities to make distributions to EELP, as long as the applicable entity is in compliance with financial covenants, including coverage ratios, and no event of default has occurred thereunder.
In addition, financing arrangements related to two of our floating regasification terminals and one of our projects allow the lower-tier entities to make distributions to EELP, as long as the applicable entity is in compliance with financial covenants, including coverage ratios, and no event of default has occurred thereunder.
As of December 31, 2024, we did not have any lease agreements with residual value guarantees or material restrictions or covenants. Lessor Accounting We determined that our time charter and terminal use contracts contain a lease and a performance obligation for the provision of time charter and other regasification services.
As of December 31, 2025, we did not have any lease agreements with residual value guarantees or material restrictions or covenants. Lessor Accounting We determined that our terminal services contracts contain a lease and a performance obligation for the provision of charter and other regasification services.
Borrowings under the EE Facilities bear interest at a per annum rate equal to the term 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%.
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 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%.
To date, risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including our business strategy, results of operations or financial condition.
To date, we have not identified risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected us, including our business strategy, results of operations or financial condition.
Debt Facilities Revolving Credit Facility and Term Loan Facility On April 18, 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.
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.
The cyber risk management program is overseen by our CIO who has over 20 years of experience in leading all aspects of IT. This is done in coordination with our Vice President, IT Audit and Security, who has over 25 years of experience in cybersecurity and other IT security roles, including the management of cybersecurity and compliance teams .
The cyber risk management program is overseen by our CIO who has over 20 years of experience in leading all aspects of IT. This is done in coordination with our Director – IT Security, who has over 25 years of experience in cybersecurity and other IT security roles, including the management of cybersecurity and compliance teams .
Financial Statements and Supplementary Data—Note 21 – Commitments and contingencies in this Annual Report. It em 4. Mine Safety Disclosures. Not applicable. 37 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Financial Statements and Supplementary Data—Note 23 – Commitments and contingencies in this Annual Report. It em 4. Mine Safety Disclosures. Not applicable. 39 PART II It em 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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, repair existing assets in order to maintain their service capability, and provide the upkeep required for regulatory compliance.
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.
These LNG volumes are intended to be used to supply sales under the SPA we have with Petrobangla. In the third quarter of 2024, we signed medium-term agreements for LNG purchases and sales in one of the Atlantic Basin regions in which we do business.
These LNG volumes are intended to be used to supply sales under the SPA we have with Petrobangla. In the third quarter of 2024, we signed a medium-term agreement for LNG purchases in one of the Atlantic Basin regions in which we do business.
In 2021, 2022, 2023 and 2024, waivers were obtained for immaterial non-financial covenants and are still in effect. Exquisite Vessel Financing In June 2018, we entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing via a fifteen-year lease agreement for Exquisite at 7.73%.
Beginning in 2021, waivers were obtained for immaterial non-financial covenants and are still in effect. Exquisite Financing In June 2018, we entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing via a fifteen-year lease agreement for Exquisite at 7.73%.
The agreement also requires that a three-month debt service reserve be funded and that the value of the vessel equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for vessel financings.
The agreement also requires that a three-month debt service reserve be funded and that the value of the terminal equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for floating regasification terminal financings.
Gross Margin and Adjusted Gross 46 Margin were affected primarily by various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), and lower operating lease expense due to the acquisition of Sequoia ($6.0 million), partially offset by a decrease due to the transition of Sequoia to a time charter party (“TCP”) agreement in the first quarter of 2024 ($22.3 million), a decrease in other gas sales opportunities ($4.0 million), and increased personnel costs in Argentina ($3.7 million).
Gross Margin and Adjusted Gross Margin were affected primarily by various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), and lower operating lease expense due to the acquisition of Sequoia ($6.0 million), partially offset by a decrease due to the transition of Sequoia to a long-term regasification agreement in the first quarter of 2024 ($22.3 million), a decrease in other gas sales opportunities ($4.0 million), and increased personnel costs in Argentina ($3.7 million).
Leases are classified based upon defined criteria either as sales-type, direct financing, or operating leases by the lessor. For those leases classified as sales-type, the underlying asset is derecognized and the net investment in the lease is recorded.
Leases are classified based upon defined criteria either as sales-type, direct financing, or operating leases by the lessor. For those leases classified as sales-type, the underlying floating regasification terminal is derecognized and the net investment in the lease is recorded.
The Company’s vessel financing loan has certain financial covenants as well as customary affirmative and negative covenants. EELP must maintain a minimum equity of $500.0 million, a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $20.0 million.
The Experience Financing contains certain financial covenants as well as customary affirmative and negative covenants. EELP must maintain a minimum equity of $500.0 million, a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $20.0 million.
If EE Holdings were to have exchanged all of its EELP interests as of the balance sheet date, we would recognize a liability for payments under the TRA of approximately $433.4 million, assuming (i) that EE Holdings exchanged all of its EELP interests using our December 31, 2024 closing market price of $30.25 per share of Class A Common Stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the TRA.
If EE Holdings were to have exchanged all of its EELP interests as of the balance sheet date, we would recognize a liability for payments under the TRA of 54 approximately $375.6 million, assuming (i) that EE Holdings exchanged all of its EELP interests using our December 31, 2025 closing market price of $28.05 per share of Class A Common Stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the TRA.
Under the agreement, we have agreed to purchase LNG from QatarEnergy beginning in 2026. QatarEnergy will deliver 0.85 MTPA of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. Our purchase commitment will be based on a three-month average of Brent Crude prices for the months immediately preceding each delivery, multiplied by a fixed percentage.
QatarEnergy will deliver 0.85 MTPA of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. Our purchase commitment will be based on a three-month average of Brent Crude prices for the months immediately preceding each delivery, multiplied by a fixed percentage.
As a relatively new asset class, being first built in 2005, we initially estimated a useful life of 30 years with no salvage value. As the vessels approach almost 20 years of life, there has been improved visibility into the expected term of FSRU productive capabilities, demand, and salvage potential.
As a relatively new asset class, being first built in 2005, we initially estimated a useful life of 30 years with no salvage value. As the terminals approach almost 20 years of life, there has been improved visibility into the expected term of floating regasification terminal productive capabilities, demand, and salvage potential.
Given that there are no observable standalone selling prices for either of these two components, judgment is required in determining the standalone selling price of each component. Property and Equipment Property and equipment are stated at cost less accumulated depreciation.
Given that there are no observable standalone selling prices for either of these two components, judgment is required in determining the standalone selling price of each component. Useful lives of long-lived assets Property and equipment are stated at cost less accumulated depreciation.
The TRA will provide for payment by us to the TRA Beneficiaries 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 the 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.
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.
In the first quarter of 2025, our board of directors also declared a cash dividend with respect to the quarter ended December 31, 2024 of $0.06 per share of Class A Common Stock.
In the first quarter of 2026, our board of directors also declared a cash dividend with respect to the quarter ended December 31, 2025 of $0.08 per share of Class A Common Stock.
FSRU and terminal services revenues were higher primarily due to beginning our TCP agreement in Brazil in the first quarter of 2024 and our charter in Germany and various charter rate increases, partially offset by 2023 seasonal service in Argentina.
Terminal services revenues were higher primarily due to beginning our long-term regasification agreement in Brazil in the first quarter of 2024 and our charter in Germany and various charter rate increases, partially offset by 2023 seasonal service in Argentina.
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 TRA, and pay cash dividends and distributions.
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.
Gas sales revenues Gas sales revenues were $239.3 million for the year ended December 31, 2024, a decrease of $412.9 million, as compared to $652.2 million for the year ended December 31, 2023.
LNG, gas and power revenues LNG, gas and power revenues were $239.3 million for the year ended December 31, 2024, a decrease of $412.9 million, as compared to $652.2 million for the year ended December 31, 2023.
The loan agreements also require that a six-month debt service reserve amount be funded and that an off-hire reserve amount be funded monthly to cover operating expenses and debt service while the vessel is away during drydock major maintenance.
The loan agreements also require that a six-month debt service reserve amount be funded and that an off-hire reserve amount be funded monthly to cover operating expenses and debt service while the floating regasification terminal is away during drydock maintenance.
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.
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.
Earnings from equity-method investment Earnings from equity-method investment relate to our 45% ownership interest in the joint venture with Nakilat Excelerate LLC (“Nakilat JV”), which we acquired in 2018. Provision for income taxes Excelerate is a corporation for U.S. federal and state income tax purposes.
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.
The decrease in cost of revenue and vessel operating expenses was primarily due to lower expenses in Brazil as a result of transitioning to a TCP agreement in the first quarter of 2024, 2023 drydock costs on Excellence , and lower operating lease expense due to the acquisition of Sequoia, partially offset by drydock costs on Summit LNG and increased personnel costs in Argentina.
The decrease in operating expenses was primarily due to lower expenses in Brazil as a result of transitioning to a long-term regasification agreement in the first quarter of 2024, 2023 drydock costs on Excellence , and lower operating lease expense due to the acquisition of Sequoia, partially offset by drydock costs on Summit LNG and increased personnel costs in Argentina.
For the years ended December 31, 2024 and 2023, we made payments under the TRA of $4.0 million and $3.4 million, respectively. The TRA payment forecasted to be made in 2025 as of December 31, 2024, is $3.1 million.
For the years ended December 31, 2025 and 2024, we made payments under the TRA of $1.5 million and $4.0 million, respectively. The TRA payment forecasted to be made in 2026 as of December 31, 2025, is $7.7 million.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. During the fourth quarter of 2023, we performed a review of the estimated useful lives of our FSRU vessels.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. During the fourth quarter of 2023, we performed a review of the estimated useful lives of our floating regasification terminals.
Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefits that are the subject of the TRA, we expect that future payments to the TRA Beneficiaries (not including Excelerate) will equal $62.1 million in the aggregate, although the actual future payments to the TRA Beneficiaries will vary based on the factors discussed in “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in our Proxy Statement on DEF 14A filed on April 16, 2024.
Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefits that are the subject of the TRA, we expect that future payments to EE Holdings will equal $58.8 million in the aggregate, although the actual future payments will vary based on the factors discussed in “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in our Proxy Statement on DEF 14A filed in April 2025.
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, 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.
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.
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.
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.
Direct cost of gas sales Direct cost of gas sales was $227.7 million for the year ended December 31, 2024, a decrease of $290.7 million, as compared to $518.4 million for the year ended December 31, 2023.
Cost of LNG, gas and power Cost of LNG, gas and power was $227.7 million for the year ended December 31, 2024, a decrease of $290.7 million, as compared to $518.4 million for the year ended December 31, 2023.
The amount and timing of future payments to the TRA Beneficiaries will vary as the calculation depends on a variety of factors and future events.
The amount and timing of future payments to EE Holdings will vary as the calculation depends on a variety of factors and future events.
Stock Performance Graph The graph below compares the cumulative return to holders of our Class A Common Stock, the S&P 500 and the Vanguard Energy Index Fund during the period beginning with our initial public offering (the “IPO”) and ending on December 31, 2024.
Stock Performance Graph The graph below compares the cumulative return to holders of our Class A Common Stock, the S&P 500 and the Vanguard Energy Index Fund during the period beginning with our IPO and ending on December 31, 2025.
We recognize the tax benefit from an uncertain tax provision only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. 57 Tax receivable agreement In connection with the IPO, we entered into the TRA with the TRA Beneficiaries.
We recognize the tax benefit from an uncertain tax provision only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position. Tax receivable agreement In connection with the IPO, we are party to the TRA with EE Holdings.
In the second quarter of 2023, the agreement was amended to convert the reference rate in the Experience Vessel Financing from the LIBOR to the SOFR yield curve. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 3.25%.
In the second quarter of 2023, the agreement was amended to convert the reference rate in the Experience Financing from the LIBOR to the SOFR yield curve. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 3.25%. The agreement contains certain security rights related to Experience in the event of default.
Cost of revenue and vessel operating expenses Cost of revenue and vessel operating expenses was $215.6 million for the year ended December 31, 2024, a decrease of $12.6 million, as compared to $228.2 million for the year ended December 31, 2023.
Operating expenses Operating expenses were $215.6 million for the year ended December 31, 2024, a decrease of $12.6 million, as compared to $228.2 million for the year ended December 31, 2023.
Other income, net Other income, net was $15.6 million for the year ended December 31, 2023, an increase of $15.3 million, as compared to $0.3 million for the year ended December 31, 2022.
Other income, net Other income, net was $22.9 million for the year ended December 31, 2024, an increase of $7.3 million, as compared to $15.6 million for the year ended December 31, 2023.
April 12, 2022 June 30, 2022 December 31, 2022 June 30, 2023 December 31, 2023 June 30, 2024 December 31, 2024 Excelerate Energy, Inc. $ 100 $ 83.00 $ 104.57 $ 85.06 $ 64.87 $ 77.60 $ 127.72 S&P 500 $ 100 $ 86.08 $ 87.31 $ 101.20 $ 108.47 $ 124.17 $ 133.75 Vanguard Energy Index Fund $ 100 $ 91.42 $ 114.11 $ 108.15 $ 114.12 $ 125.99 $ 121.83 Pursuant to Instruction 7 to Item 201(e) of Regulation S-K, the above stock performance graph and related information is being furnished and is not being filed with the Securities and Exchange Commission (“SEC”), and as such shall not be deemed to be incorporated by reference into any filing that incorporates this Annual Report by reference. 38 Our Dividend and Distribution Policy During 2024, our board of directors declared four cash dividends with respect to the quarters ended December 31, 2023, March 31, 2024, June 30, 2024, and September 30, 2024, totaling $0.135 per share of Class A Common Stock.
April 12, 2022 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Excelerate Energy, Inc. $ 100 $ 104.57 $ 64.87 $ 127.72 $ 119.63 S&P 500 $ 100 $ 87.31 $ 108.47 $ 133.75 $ 155.67 Vanguard Energy Index Fund $ 100 $ 114.11 $ 114.12 $ 121.83 $ 130.45 Pursuant to Instruction 7 to Item 201(e) of Regulation S-K, the above stock performance graph and related information is being furnished and is not being filed with the Securities and Exchange Commission SEC, and as such shall not be deemed to be incorporated by reference into any filing that incorporates this Annual Report by reference. 40 Our Dividend and Distribution Policy During 2025, our board of directors declared four cash dividends with respect to the quarters ended December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025, totaling $0.28 per share of Class A Common Stock.
Selling, general and administrative expenses also consists of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses. Restructuring, transition and transaction expenses We incurred restructuring, transition and transaction expenses related to consulting, legal, and audit costs incurred as part of and in preparation for our IPO.
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 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 $327.2 million of undrawn capacity was available for additional borrowings as of December 31, 2024 .
As of December 31, 2025, 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 December 31, 2025 .
The KFMC Note was terminated in connection with such repayment. 52 On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“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.
In March 2023, EELP entered into an amended and restated senior secured credit agreement (“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.
For the year ended December 31, 2024, we generated revenues of $851.4 million, net income of $153.0 million and adjusted earnings before income tax, depreciation, and amortization (“Adjusted EBITDA”) of $348.2 million. For the year ended December 31, 2023, we generated revenues of $1,159.0 million, net income of $126.8 million and Adjusted EBITDA of $346.8 million.
For the year ended December 31, 2025, we generated revenues of $1,228.3 million, net income of $167.0 million and adjusted earnings before income tax, depreciation, and amortization (“Adjusted EBITDA”) of $449.3 million. For the year ended December 31, 2024, we generated revenues of $851.4 million, net income of $153.0 million and Adjusted EBITDA of $348.2 million.
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 $195.3 million for the year ended December 31, 2024, as compared to the same period in 2023.
The increase was primarily due to the Acquisition, and the purchase of Shenandoah in the third quarter of 2025. Cash flows used in investing activities were comprised of capital expenditures made for the purchases of property and equipment, which decreased by $195.3 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net income Net income was $126.8 million for the year ended December 31, 2023, an increase of $46.8 million, as compared to $80.0 million for the year ended December 31, 2022.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net income Net income was $153.0 million for the year ended December 31, 2024, an increase of $26.2 million, as compared to $126.8 million for the year ended December 31, 2023.
The increase was primarily attributable to the year-over-year change in the geographical distribution of income. The effective tax rate for the years ended December 31, 2023 and 2022 was 20.8% and 26.1%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.
The increase was primarily attributable to the year-over-year change in the geographical distribution of income. The effective tax rate for the years ended December 31, 2025 and 2024 was 14.3% and 14.6%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.
Finance Leases Certain enforceable vessel charters 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, 2023, we had future minimum lease payments totaling $274.1 million.
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, 2024, we had future minimum lease payments totaling $240.4 million.
We are also one of the largest providers of regasified LNG capacity in Brazil, where we operate the largest floating storage and regasification unit (“FSRU”), and Pakistan, where we have regasified more LNG than any other provider in the past 10 years.
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 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.” FSRU and terminal services revenues FSRU and terminal services revenues were $506.8 million for the year ended December 31, 2023, an increase of $61.6 million, as compared to $445.2 million for the year ended December 31, 2022.
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.” Terminal services Terminal services revenues were $596.6 million for the year ended December 31, 2025, a decrease of $15.6 million as compared to $612.2 million for the year ended December 31, 2024.
Cash flows used in investing activities were comprised of capital expenditures made for the purchases of property and equipment, which increased by $189.4 million for the year ended December 31, 2023, as compared to the same period in 2022.
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 increased by $1,069.1 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
The timing, manner, price and amount of any Class A Common Stock repurchases under the Share Repurchase Program were determined by us in our discretion and depended on a variety of factors, including legal requirements, price, and business, economic, and market conditions.
The timing, manner, price and amount of any Class A Common Stock repurchases 50 under the Share Repurchase Program are determined by us in our discretion and depend on a variety of factors, including legal requirements, price, and business, economic, and market conditions. No shares were repurchased during the year ended December 31, 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

284 edited+94 added−101 removed109 unchanged
Biggest changeConsolidated Statements of Changes in Equity For the Years Ended December 31, 2024, 2023 and 2022 Non- Issued Related Accumulated controlling Class A Class B Additional party other Non- interest – Common Stock Common Stock Equity Retained paid-in note comprehensive Treasury controlling ENE Total (In thousands, except shares) Shares Amount Shares Amount interest earnings capital receivable income (loss) Shares Amount interest Onshore equity Balance at December 31, 2023 26,284,027 $ 26 82,021,389 $ 82 $ — $ 39,754 $ 465,551 $ — $ 505 20,624 $ ( 472 ) $ 1,303,908 $ — $ 1,809,354 Net income — — — — — 32,878 — — — — — 120,156 — 153,034 Other comprehensive income (loss) — — — — — — — — ( 3 ) — — 52 — 49 Long-term incentive compensation — — — — — — 1,629 — — — — 5,599 — 7,228 Class A dividends – $ 0.135 per share — — — — — ( 3,522 ) — — — — — — — ( 3,522 ) EELP distributions to Class B interests — — — — — — — — — — — ( 11,073 ) — ( 11,073 ) Minority owner contribution – Albania Power Project — — — — — — — — — — — 1,257 — 1,257 Distributions — — — — — — — — — — — ( 11,464 ) — ( 11,464 ) Long-term incentive compensation units vested, net 138,825 — — — — — 1,916 — — 69,647 ( 1,404 ) ( 1,865 ) — ( 1,353 ) Options exercised 9,279 — — — — — 164 — — — — 59 — 223 Repurchase of Class A Common Stock — — — — — — 8,312 — — 2,473,787 ( 50,499 ) ( 3,515 ) — ( 45,702 ) Adjustment to deferred tax asset — — — — — — ( 9,530 ) — — — — — — ( 9,530 ) Impact due to change in ownership percentage — — — — — 3,212 ( 613 ) — — — — ( 2,599 ) — — Balance at December 31, 2024 26,432,131 $ 26 82,021,389 $ 82 — $ 72,322 $ 467,429 $ — $ 502 2,564,058 $ ( 52,375 ) $ 1,400,515 — $ 1,888,501 The accompanying notes are an integral part of these consolidated financial statements.
Biggest changeConsolidated Statements of Changes i n Equity For the Years Ended December 31, 2025, 2024 and 2023 Issued Accumulated Class A Class B Additional other Non- Common Stock Common Stock paid-in Retained comprehensive Treasury stock controlling Total (In thousands, except shares) Shares Amount Shares Amount capital earnings income (loss) Shares Amount interest equity Balance at January 1, 2023 26,254,167 $ 26 82,021,389 $ 82 $ 464,721 $ 12,009 $ 515 — $ — $ 1,219,344 $ 1,696,697 Net income — — — — — 30,412 — — — 96,432 126,844 Other comprehensive loss — — — — — — ( 10 ) — — ( 13 ) ( 23 ) Long-term incentive compensation — — — — 882 — — — — 2,757 3,639 Class A dividends – $ 0.10 per share — — — — — ( 2,667 ) — — — — ( 2,667 ) EELP distributions to Class B interests — — — — — — — — — ( 8,203 ) ( 8,203 ) Distributions — — — — — — — — — ( 7,975 ) ( 7,975 ) Long-term incentive compensation units vested, net 29,860 — — — ( 52 ) — — 20,624 ( 472 ) — ( 524 ) Other — — — — — — — — 1,566 1,566 Balance at December 31, 2023 26,284,027 $ 26 82,021,389 $ 82 $ 465,551 $ 39,754 $ 505 20,624 $ ( 472 ) $ 1,303,908 $ 1,809,354 Net income — — — — — 32,878 — — — 120,156 153,034 Other comprehensive income (loss) — — — — — — ( 3 ) — — 52 49 Long-term incentive compensation — — — — 1,629 — — — — 5,599 7,228 Class A dividends – $ 0.135 per share — — — — — ( 3,522 ) — — — — ( 3,522 ) EELP distributions to Class B interests — — — — — — — — — ( 11,073 ) ( 11,073 ) Distributions — — — — — — — — — ( 11,464 ) ( 11,464 ) Long-term incentive compensation units vested, net 138,825 — — — 1,916 — — 69,647 ( 1,404 ) ( 1,865 ) ( 1,353 ) Repurchase of Class A Common Stock — — — — 8,312 — — 2,473,787 ( 50,499 ) ( 3,515 ) ( 45,702 ) Adjustment to deferred tax asset — — — — ( 9,530 ) — — — — — ( 9,530 ) Impact due to change in ownership percentage — — — — ( 613 ) 3,212 — — — ( 2,599 ) — Other 9,279 — — — 164 — — — — 1,316 1,480 Balance at December 31, 2024 26,432,131 $ 26 82,021,389 $ 82 $ 467,429 $ 72,322 $ 502 2,564,058 $ ( 52,375 ) $ 1,400,515 $ 1,888,501 Net income — — — — — 39,199 — — — 127,819 167,018 Other comprehensive loss — — — — — — ( 614 ) — — ( 1,932 ) ( 2,546 ) Long-term incentive compensation — — — — 3,241 — — — — 8,764 12,005 Class A dividends – $ 0.28 per share — — — — — ( 8,881 ) — — — — ( 8,881 ) EELP distributions to Class B interests — — — — — — — — — ( 22,966 ) ( 22,966 ) Distributions — — — — — — — — — ( 6,823 ) ( 6,823 ) Long-term incentive compensation units vested, net 269,833 1 — — 4,000 — — 119,666 ( 2,558 ) ( 3,982 ) ( 2,539 ) Issuance of common stock 8,000,000 8 — — 159,041 — — — — 42,784 201,833 Impact due to change in ownership percentage — — — — 924 — — — — 2,368 3,292 Other 8,868 — — — 176 — — 1,955 ( 48 ) 56 184 Balance at December 31, 2025 34,710,832 $ 35 82,021,389 $ 82 $ 634,811 $ 102,640 $ ( 112 ) 2,685,679 $ ( 54,981 ) $ 1,546,603 $ 2,229,078 The accompanying notes are an integral part of these consolidated financial statements.
Long-Term Incentive Plan Notice of Grant of Award of Restricted Stock Units (Directors 2022) (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.10† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award of Restricted Stock Units (Directors 2022) (Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.11† Form of Excelerate Energy, Inc.
In making such a determination, the Company evaluates a variety of factors, including operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods. The effect of tax positions is recognized only if those positions are more likely than not of being sustained.
In making such a determination, the Company evaluates a variety of factors, including operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods. The effect of uncertain tax positions is recognized only if those positions are more likely than not of being sustained.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Dodd-Frank Clawback Policy (Incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed February 29, 2024). 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. 63 † Management contract or compensatory plan or arrangement. ‡ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Dodd-Frank Clawback Policy (Incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K filed February 29, 2024). 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan or arrangement. ‡ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K.
Financial Statements and Supplementary Data. The financial information required by Item 8 is located beginning on page F-1 of this Annual Report. It em 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. 58 I tem 9A. Controls and Procedures.
Financial Statements and Supplementary Data. The financial information required by Item 8 is located beginning on page F-1 of this Annual Report. It em 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. I tem 9A. Controls and Procedures.
The Company uses interest rate swaps to manage its exposure to adverse fluctuations in interest rates by converting a portion of our debt from a floating rate to a fixed rate. The maximum length of time over which the Company is hedging the exposure to the variability in future cash flows is based on the duration of the loans.
The Company uses interest rate swaps to manage its exposure to adverse fluctuations in interest rates by converting a portion of its debt from a floating rate to a fixed rate. The maximum length of time over which the Company is hedging the exposure to the variability in future cash flows is based on the duration of the loans.
In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 30, 2023. Prior to the amendment, the Company made interest payments at the six-month LIBOR plus 2.42 % .
In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the six-month LIBOR plus 2.42 %.
In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 30, 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50 % .
In the fourth quarter of 2023, the agreement was amended to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50 %.
Cash not available for general use by the Company due to loan restrictions are classified as restricted cash. Restricted cash is cash restricted due to terms in certain debt agreements and is to be used to service the debt and for certain designated uses including payment of working capital, operations, and maintenance related expenses.
Cash not available for general use by the Company due to loan restrictions is classified as restricted cash. Restricted cash is cash restricted due to terms in certain debt agreements and is to be used to service the debt and for certain designated uses including payment of working capital, operations, and maintenance related expenses.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding F- 2 prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
The market condition relates to Excelerate’s relative total shareholder return as compared to its peer group and the performance condition relates to the Company’s EBITDA. Changes in the Company’s expected EBITDA performance as compared to award metrics will be recorded to the consolidated statement of income over the vesting period.
The performance condition relates to the Company’s adjusted EBITDA and the market condition relates to Excelerate’s relative total shareholder return as compared to its peer group. Changes in the Company’s expected adjusted EBITDA performance as compared to award metrics will be recorded to the consolidated statement of income over the vesting period.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Directors 2023) (Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.11† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Directors 2023) (Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.12† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Stock Option (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.9† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Stock Option (Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.10† Form of Excelerate Energy, Inc.
Under the first agreement, the Company borrowed $ 32.8 million , makes semi-annual payments and accrues interest at the six-month SOFR plus 2.85 % through the loan maturity date of October 15, 2029 .
Under the first agreement, the Company borrowed $ 32.8 million, makes semi-annual payments and accrues interest at the six-month SOFR plus 2.85 % through the loan maturity date of October 2029.
The unused portion of the EE Revolver commitments 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.
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.
Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.8† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.9† Form of Excelerate Energy, Inc.
Signature Title (Position with Excelerate Energy, Inc.) /s/ Steven Kobos President & Chief Executive Officer Steven Kobos (Principal Executive Officer) /s/ Dana Armstrong Executive Vice President and Chief Financial Officer Dana Armstrong (Principal Financial Officer) /s/ Michael Bent Vice President, Controller and Chief Accounting Officer Michael Bent (Principal Accounting Officer) /s/ Don P.
Signature Title (Position with Excelerate Energy, Inc.) /s/ Steven Kobos President, Chief Executive Officer and Director Steven Kobos (Principal Executive Officer) /s/ Dana Armstrong Executive Vice President and Chief Financial Officer Dana Armstrong (Principal Financial Officer) /s/ Michael Bent Vice President, Controller and Chief Accounting Officer Michael Bent (Principal Accounting Officer) /s/ Don P.
Based on their evaluation, o ur Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Based on their evaluation, o ur Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Excelerate Energy, Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").
Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Excelerate Energy, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. Ite m 14. Principal Accountant Fees and Services. Our independent registered public accounting firm is PricewaterhouseCoopers LLP , Houston, Texas.
The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. Ite m 14. Principal Accountant Fees and Services. Our independent registered public accounting firm is PricewaterhouseCoopers LLP , Houston, Texas.
If the vessel is drydocked earlier than originally anticipated, any remaining overhaul and regulatory capitalized costs that have not been amortized are accelerated. When a vessel is disposed, any unamortized capitalized costs are charged against income in the period of disposal. Capitalized costs are presented within either property and equipment, net or other assets on the consolidated balance sheets.
If the terminal is drydocked earlier than originally anticipated, any remaining overhaul and regulatory capitalized costs that have not been amortized are accelerated. When a terminal is disposed, any unamortized capitalized costs are charged against income in the period of disposal. Capitalized costs are presented within either property and equipment, net or other assets on the consolidated balance sheets.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Each of these agreements was evaluated independently to arrive at the lease term. If the Company was reasonably certain to exercise a renewal or termination option, this term adjustment was factored into the lease term. As of December 31, 2024 and 2023, the Company did not have any lease agreements with residual value guarantees or material restrictions or covenants.
Each of these agreements was evaluated independently to arrive at the lease term. If the Company was reasonably certain to exercise a renewal or termination option, this term adjustment was factored into the lease term. As of December 31, 2025 and 2024, the Company did not have any lease agreements with residual value guarantees or material restrictions or covenants.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
(Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 4.1 Registration Rights Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Holdings, LLC and Maya Maritime LLC (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 4.2 Stockholder’s Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 4.3 Amendment No. 1, dated August 9, 2023, to Stockholder’s Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on August 10, 2023) . 4.4 Description of Securities (Incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed March 29, 2023) . 10.1 Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of April 14, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.2 Amendment No. 1, dated May 10, 2023, to Sixth Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of May 10, 2023 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.3 Tax Receivable Agreement, dated as of April 12, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership, Maya Maritime LLC and Excelerate Energy Holdings, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.4* Amendment No. 1, dated December 17, 2024, to the Tax Receivable Agreement, dated as of April 12, 2022, by and among Excelerate Energy, Inc. and each of its Subsidiaries, each of the TRA Holders, and the TRA Representative. 10.5 Form of Indemnification Agreement entered into with Directors and Officers (Incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A filed on January 21, 2022). 10.6* Form of Indemnification Agreement entered into with Directors and Officers. 10.7† Excelerate Energy, Inc.
(Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 4.1 Registration Rights Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Holdings, LLC and Maya Maritime LLC (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 4.2 Stockholder’s Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC (Incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 4.3 Amendment No. 1, dated August 9, 2023, to Stockholder’s Agreement, dated as of April 18, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership and Excelerate Energy Holdings, LLC (Incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on August 10, 2023) . 4.4 Description of Securities (Incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K filed March 29, 2023) . 10.1 Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of April 14, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.2 Amendment No. 1, dated May 10, 2023, to Sixth Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of May 10, 2023 (Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.3* Amendment No. 2, dated as of December 31, 2025, to Sixth Amended and Restated Limited Partnership Agreement of Excelerate Energy Limited Partnership, dated as of April 14, 2022. 10.4 Tax Receivable Agreement, dated as of April 12, 2022, by and among Excelerate Energy, Inc., Excelerate Energy Limited Partnership, Maya Maritime LLC and Excelerate Energy Holdings, LLC (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.5 Amendment No. 1, dated December 17, 2024, to the Tax Receivable Agreement, dated as of April 12, 2022, by and among Excelerate Energy, Inc. and each of its Subsidiaries, each of the TRA Holders, and the TRA Representative (Incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed February 27, 2025). 10.6 Form of Indemnification Agreement entered into with Directors and Officers (Incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1/A filed on January 21, 2022). 10.7 Form of Indemnification Agreement entered into with Directors and Officers (Incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K filed February 27, 2025). 10.8† Excelerate Energy, Inc.
In March 2024, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return.
In 2024 and 2025, the Company granted performance units that entitle the holder to between zero and two shares of the Company’s Class A Common Stock based on results as compared to two market conditions, one related to Excelerate’s relative total shareholder return as compared to its peer group and another related to the Company’s annualized absolute total shareholder return.
Significant estimates include useful lives of property and equipment, asset retirement obligations, and the allocation of the transaction price to performance obligations and lease components. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
Significant estimates include useful lives of property and equipment and intangible assets, asset retirement obligations, and the allocation of the transaction price to performance obligations and lease components. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.
For such transactions, the Company does not derecognize the vessel legally sold and continues to depreciate the vessel as if it was the legal owner. Proceeds received from the sale of the vessel are recognized as a financial liability and payments made by the Company to the lessor are allocated between interest expense and principal repayments on the financial liability.
For such transactions, the Company does not derecognize the terminal legally sold and continues to depreciate the terminal as if it was the legal owner. Proceeds received from the sale of the terminal are recognized as a financial liability and payments made by the Company to the lessor are allocated between interest expense and principal repayments on the financial liability.
The agreement was recognized as a failed sale leaseback transaction and was treated as financing due to the Company’s lease of the vessel. The term is for 15 years with a symmetrical put and call option at the end of the original term or two optional five-year extensions with symmetrical put and call options after each extension.
The agreement was recognized as a failed sale leaseback transaction and was treated as financing due to the Company’s lease of the asset. The term is for 15 years with a symmetrical put and call option at the end of the original term or two optional five-year extensions with symmetrical put and call options after each extension.
To manage credit risk associated with the interest rate hedges, the Company selects counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to our derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate.
To manage credit risk associated with interest rate hedges, the Company selects counterparties based on their credit ratings and limits the exposure to any single counterparty. The counterparties to the Company’s derivative contracts are major financial institutions with investment grade credit ratings. The Company periodically monitors the credit risk of the counterparties and adjusts the hedging position as appropriate.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. It em 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. It em 13. Certain Relationships and Related Transactions, and Director Independence.
The Company expects to receive distributions from EELP in order to make any required payments under the TRA. However, the Company may need to incur debt to finance payments under the TRA to the extent such distributions or its cash resources are insufficient to meet its obligations under the TRA as result of timing discrepancies or otherwise. 12.
The Company expects to receive distributions from EELP in order to make any required payments under the TRA. However, the Company may need to incur debt to finance payments under the TRA to the extent such distributions or its cash resources are insufficient to meet its obligations under the TRA as result of timing discrepancies or otherwise. 14.
The information required by this item is incorporated herein by reference to the 2025 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2024. 60 PART IV It em 15. Exhibits, Financial Statement Schedules.
The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025. 60 PART IV It em 15. Exhibits, Financial Statement Schedules.
As amended, the Company makes quarterly principal payments of $ 3.1 million and interest payments at the three-month SOFR plus 3.4 % and the loan has a maturity date of December 2033. After the final quarterly payment in December 2033, there will be no remaining balance due.
As amended, the Company makes quarterly principal payments of $ 3.1 million and interest payments at the three-month SOFR plus 3.40 % and the loan has a maturity date of December 2033. After the final quarterly payment in December 2033, there will be no remaining balance due.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework,” published in 2013.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework,” published in 2013.
During the years ended December 31, 2024 and 2023, Excelerate made $ 9.7 million and $ 6.0 million , respectively, in tax distributions. Albania Power Project In April 2022, Excelerate established an entity to provide a temporary power solution in Albania (the “Albania Power Project”).
During the years ended December 31, 2025, 2024 and 2023, Excelerate made $ 3.9 million , $ 9.7 million and $ 6.0 million , respectively, in tax distributions. Albania Power Project In April 2022, Excelerate established an entity to provide a temporary power solution in Albania (the “Albania Power Project”).
As of December 31, 2024 , the Company was a lessee in finance lease arrangements on one pipeline capacity agreement and one tugboat. These arrangements were determined to be finance leases as their terms represent the majority of the economic life of their respective assets.
As of December 31, 2025 , the Company was a lessee in finance lease arrangements on one pipeline capacity agreement and one tugboat. These arrangements were determined to be finance leases as their terms represent the majority of the economic life of their respective assets.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.12† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.13† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Performance Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.13† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Performance Stock Units (Employees 2023) (Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2023) . 10.14† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Directors 2024) (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2024). 10.14† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Directors 2024) (Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2024). 10.15† Form of Excelerate Energy, Inc.
The financing also requires the vessel to carry the typical vessel marine insurances. 2017 Bank Loans Under the Company's financing agreement for the Moheshkhali LNG (“MLNG”) terminal in Bangladesh (the “2017 Bank Loans”), the Company entered into two loan agreements with external banks.
The financing also requires the asset to carry the typical marine insurances. 2017 Bank Loans Under the Company's financing agreement for the Moheshkhali LNG (“MLNG”) terminal in Bangladesh, the Company entered into two loan agreements with external banks (the “2017 Bank Loans”).
The Company is currently under income tax examination in Israel related to the 2020 and 2021 tax years. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2020 and outside the U.S. for the tax years ending after 2018.
The Company is currently under income tax examination in Israel related to the 2020 and 2021 tax years. Tax years that remain subject to examination vary by legal entity but are generally open in the U.S. for the tax years ending after 2021 and outside the U.S. for the tax years ending after 2019.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.
The impact of credit risk, as well as the ability of each party to fulfill its obligations under our derivative financial instruments, is considered in determining the fair value of the contracts. Credit risk has not had a significant effect on the fair value of our derivative instruments.
The impact of credit risk, as well as the ability of each party to fulfill its obligations under the Company’s derivative financial instruments, is considered in determining the fair value of the contracts. Credit risk has not had a significant effect on the fair value of the Company’s derivative instruments.
We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Derivatives Accounted for as Cash Flow Hedges The Company’s cash flow hedges include interest rate swaps that are hedges of variability in forecasted interest payments due to changes in the interest rate on SOFR-based borrowings, a summary which includes the following designations: • In 2018, the Company entered into two long-term interest rate swap agreements with a major financial institution.
Notes to Consolidated Financial Statements Derivatives accounted for as cash flow hedges The Company’s cash flow hedges include interest rate swaps that are hedges of variability in forecasted interest payments due to changes in the interest rate on SOFR-based borrowings, a summary which includes the following designations: • In 2018, the Company entered into two long-term interest rate swap agreements with a major financial institution.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
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 by the Amended Credit Agreement, the “EE Facilities”). The EE Facilities mature in March 2027.
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 by the Amended Credit Agreement, the “EE Facilities”). As amended, the EE Facilities mature in March 2029.
The fair values of the market conditions on the performance units granted in 2024 and 2023 are calculated based on a Monte Carlo simulation, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award.
The fair values of the market conditions on the performance units granted in 2023, 2024 and 2025 are calculated based on a Monte Carlo simulation on the grant date, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award.
Agreements which include renewal and termination options are included in the lease term if we believe they are “reasonably certain” to be exercised by the lessee or if an option to extend is controlled by the Company. Leases are classified based upon defined criteria either as a sales-type, direct financing, or an operating lease.
Agreements which include renewal and termination options are included in the lease term if the Company believes they are “reasonably certain” to be exercised by the lessee or if an option to extend is controlled by the Company. Leases are classified based upon defined criteria either as a sales-type, direct financing, or an operating lease.
For the years ended December 31, 2024, 2023 and 2022 , the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands): For the years ended December 31, 2024 2023 2022 Stock-based compensation expense $ 7,245 $ 3,639 $ 956 Stock options The fair value of stock options is estimated on the date of the grant using a Black-Scholes valuation model, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, the fair value of Excelerate’s common stock on the grant date, including the expected term of the award.
For the years ended December 31, 2025, 2024 and 2023 , the Company recognized long-term incentive compensation expense for all of its awards as shown below (in thousands): For the years ended December 31, 2025 2024 2023 Stock-based compensation expense $ 11,988 $ 7,245 $ 3,639 Stock options The fair value of stock options is estimated on the date of the grant using a Black-Scholes valuation model, which requires management to make assumptions regarding the risk-free interest rates, expected dividend yields and the expected volatility of the Company’s stock calculated based on a period of time generally commensurate with the expected term of the award, the fair value of Excelerate’s common stock on the grant date, including the expected term of the award.
Kaiser issued an uncapped construction and operational guarantee dated May 14, 2007 in favor of the Secretary of Transportation, United States of America, as represented by the Maritime Administrator (“MARAD”), in respect of Northeast Gateway Energy Bridge, LP’s obligations related to the design, construction, operations and decommissioning under the deepwater port license issued by MARAD.
Kaiser issued an uncapped construction and operational guarantee in 2007 in favor of the Secretary of Transportation, United States of America, as represented by the Maritime Administrator (“MARAD”), in respect of Northeast Gateway Energy Bridge, LP’s obligations related to the design, construction, operations and decommissioning under the deepwater port license issued by MARAD.
Under the Experience Vessel Financing agreement, the Company is deemed the owner of the vessel and continues to recognize the vessel on its consolidated balance sheets, with the proceeds received recorded as a financial obligation.
Under the Experience Financing agreement, the Company is deemed the owner of the asset and continues to recognize the asset on its consolidated balance sheets, with the proceeds received recorded as a financial obligation.
The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable based on age of accounts past due, historical write-off experience and customer economic data. The Company has a limited number of customers and continuously reviews amounts owed to us.
The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable based on age of accounts past due, historical write-off experience and customer economic data. The Company has a limited number of customers and continuously reviews amounts due.
The performance units contain both a market condition related to Excelerate’s relative total shareholder return as compared to its peer group and a performance condition related to the Company’s earnings before income tax, depreciation and amortization (“EBITDA”). In 2024, the Company issued performance units to certain employees that cliff vest in three years.
In 2023, the Company issued performance units to certain employees that cliff vest in three years . The performance units contain both a market condition related to Excelerate’s relative total shareholder return as compared to its peer group and a performance condition related to the Company’s adjusted earnings before income tax, depreciation and amortization (“EBITDA”).
Waldo 65 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022 F- 5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 F- 9 Notes to Consolidated Financial Statements F- 10 Note 1 – General business information F- 10 Note 2 – Summary of significant accounting policies F- 10 Note 3 – Fair value of financial instruments F- 19 Note 4 – Accounts receivable, net F- 19 Note 5 – Derivative financial instruments F- 20 Note 6 – Other current assets F- 21 Note 7 – Property and equipment, net F- 21 Note 8 – Accrued liabilities F- 22 Note 9 – Long-term debt, net F- 22 Note 10 – Long-term debt – related party F- 25 Note 11 – TRA liability F- 25 Note 12 – Equity F- 26 Note 13 – Earnings per share F- 29 Note 14 – Leases F- 29 Note 15 – Revenue F- 31 Note 16 – Long-term incentive compensation F- 34 Note 17 – Income taxes F- 36 Note 18 – Related party transactions F- 38 Note 19 – Defined contribution plan F- 41 Note 20 – Concentration risk F- 41 Note 21 – Commitments and contingencies F- 41 Note 22 – Asset retirement obligations F- 42 Note 23 – Supplemental disclosures for consolidated statement of cash flows F- 42 Note 24 – Accumulated other comprehensive income F- 43 Note 25 – Subsequent events F- 43 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Excelerate Energy, Inc.
Waldo 65 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) F- 2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F- 5 Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023 F- 6 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 F- 7 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2025, 2024 and 2023 F- 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 F- 9 Notes to Consolidated Financial Statements F- 10 Note 1 – General business information F- 10 Note 2 – Summary of significant accounting policies F- 10 Note 3 – Acquisition F- 18 Note 4 – Fair value of financial instruments F- 19 Note 5 – Accounts receivable, net F- 20 Note 6 – Derivative financial instruments F- 20 Note 7 – Other current assets F- 21 Note 8 – Property and equipment, net F- 22 Note 9 – Goodwill and intangible assets, net F- 22 Note 10 – Accrued liabilities F- 23 Note 11 – Long-term debt, net F- 23 Note 12 – Long-term debt – related party F- 26 Note 13 – TRA liability F- 26 Note 14 – Equity F- 27 Note 15 – Earnings per share F- 29 Note 16 – Leases F- 30 Note 17 – Revenue F- 31 Note 18 – Long-term incentive compensation F- 34 Note 19 – Income taxes F- 36 Note 20 – Related party transactions F- 40 Note 21 – Defined contribution plan F- 40 Note 22 – Concentration risk F- 40 Note 23 – Commitments and contingencies F- 41 Note 24 – Asset retirement obligations F- 41 Note 25 – Supplemental disclosures for consolidated statement of cash flows F- 42 Note 26 – Accumulated other comprehensive income F- 42 Note 27 – Subsequent events F- 42 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Excelerate Energy, Inc.
Executive Severance Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.17*† Excelerate Energy, Inc.
Executive Severance Plan (Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on April 18, 2022) . 10.22† Excelerate Energy, Inc.
For operating leases, lease interest and right-of-use asset amortization in aggregate result in a straight-line expense profile, or operating lease expense, that is presented in cost of revenue and vessel operating expenses or selling, general and administrative expenses in the consolidated statements of income, dependent on the use of the leased asset, unless the right of-use asset becomes impaired.
For operating leases, lease interest and right-of-use asset amortization in aggregate result in a straight-line expense profile, or operating lease expense, that is presented in operating expenses or selling, general and administrative expenses in the consolidated statements of income, dependent on the use of the leased asset, unless the right of-use asset becomes impaired.
Subject to certain limitations, (a) the EELP Limited Partnership Agreement permits Class B interests to be exchanged for shares of Class A Common Stock on a one-for-one basis or, at Excelerate’s election, for cash, and (b) Excelerate will hold Class A interests equivalent to the number of outstanding shares of its Class A Common Stock.
Equity EELP Limited Partnership Agreement Subject to certain limitations, (a) the limited partnership agreement of EELP (the “EELP Limited Partnership Agreement”) permits Class B interests to be exchanged for shares of Class A Common Stock on a one-for-one basis or, at Excelerate’s election, for cash, and (b) Excelerate will hold Class A interests equivalent to the number of outstanding shares of its Class A Common Stock.
If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell, and an impairment loss is recognized in the consolidated statements of income. No impairment was recorded during the year ended December 31, 2024.
If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell, and an impairment loss is recognized in the consolidated statements of income. No impairment was recorded during the years ended December 31, 2025 and 2024.
For assets and liabilities measured on a non-recurring basis during the year, separate quantitative disclosures about the fair value measurements would be required for each major category. The Company did no t record any material impairments on the equity investments or long-lived assets during the years ended December 31, 2024, 2023 and 2022 . 4.
For assets and liabilities measured on a non-recurring basis during the year, separate quantitative disclosures about the fair value measurements would be required for each major category. The Company did no t record any material impairments on the equity investments or long-lived assets during the years ended December 31, 2025, 2024 and 2023 . 5.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Employees 2024) (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2024). 10.15† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Restricted Stock Units (Employees 2024) (Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2024). 62 10.16† Form of Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Performance Stock Units (Employees 2024) (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2024). 62 10.16† Excelerate Energy, Inc.
Long-Term Incentive Plan Notice of Grant of Award Performance Stock Units (Employees 2024) (Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q filed on May 9, 2024). 10.17† Form of Excelerate Energy, Inc.
The actual future payments to the TRA Beneficiaries will vary and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The actual future payments to EE Holdings will vary and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The Amended Credit Agreement requires EELP to maintain (i) a maximum consolidated total leverage of 3.50x, provided that, if the aggregate value of all unsecured debt is equal to or greater than $ 250.0 million, the maximum permitted consolidated total leverage increases to 4.25x, (ii) collateral vessel maintenance coverage to be not less than the greater of (a) $ 750.0 million and (b) 130 % of the sum of the total credit exposure under the Amended Credit Agreement and (iii) a minimum consolidated interest coverage ratio of 2.50x.
The Amended Credit Agreement requires EELP to maintain (i) a maximum consolidated total leverage of 3.50 x, provided that, if the aggregate value of all unsecured debt is equal to or greater than $ 250.0 million, the maximum permitted consolidated total leverage increases to 4.25 x, (ii) collateral vessel maintenance coverage to be not less than the greater of (a) $ 750.0 million and (b) 130 % of the sum of the total credit exposure under the Amended Credit Agreement and (iii) a minimum consolidated interest coverage ratio of 2.50 x.
The actual future payments to the TRA Beneficiaries will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
The actual future payments to EE Holdings will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events.
Account balances are charged off against the allowance when management believes that the receivable will not be recovered. The allowance for doubtful accounts was $ 0.2 million and $ 0.2 million as of December 31, 2024 and 2023 , respectively.
Account balances are charged off against the allowance when management believes that the receivable will not be recovered. The allowance for doubtful accounts was $ 1.0 million and $ 0.2 million as of December 31, 2025 and 2024 , respectively.
Expected volatility is based on the median of the historical volatility of fifteen of the Company’s peers over the expected life of the granted options. The Company uses estimates of forfeitures to estimate the expected term of the options granted. The reversal of any expense due to forfeitures is accounted for as they occur.
Expected volatility was based on the median of the historical volatility of fifteen of the Company’s peers over the expected life of the granted options. The Company used estimates of forfeitures to estimate the expected term of the options granted. The reversal of any expense due to forfeitures is accounted for as they occur.
The Company uses estimates of forfeitures to estimate the expected term of the grants. The reversal of any expense due to forfeitures is accounted for as they occur.
The Company used estimates of forfeitures to estimate the expected term of the grants. The reversal of any expense due to forfeitures is accounted for as they occur.
In conjunction with these LNG and natural gas sales, our direct cost of gas sales also increases by a similar percent due to the increase in volume and market pricing of LNG incurred for such revenue. As such, the changes in revenues by customer may be disproportionate to the relative changes in concentration risk within our operations.
In conjunction with these LNG and natural gas sales, the Company’s cost of LNG, gas and power also increases by a similar percent due to the increase in volume and market pricing of LNG incurred for such revenue. As such, the changes in revenues by customer may be disproportionate to the relative changes in concentration risk within the Company’s operations.
Excelerate was incorporated on September 10, 2021 as a Delaware corporation and formed as a holding company to own, as its sole material asset, a controlling equity interest in Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership formed in December 2003 by George B. Kaiser (together with his affiliates other than the Company, “Kaiser”).
Excelerate was incorporated in 2021 as a Delaware corporation and formed as a holding company to own, as its sole material asset, a controlling equity interest in Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership formed in 2003 by George B. Kaiser (together with his affiliates other than the Company, “Kaiser”).
Class B Common Stock Following the completion of the IPO, EE Holdings, a company controlled directly and indirectly by Kaiser, holds all of the shares of Excelerate’s outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock.
Class B Common Stock EE Holdings, a company controlled directly and indirectly by Kaiser, holds all of the shares of Excelerate’s outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock.
Notes to Consolidated Financial Statements Class A Common Stock The Class A Common Stock outstanding represents 100 % of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from Excelerate , except for the right of Class B stockholders to receive the par value of the Class B Common Stock upon the Company’s liquidation, dissolution or winding up or an exchange of Class B interests of EELP.
Class A Common Stock The Class A Common Stock outstanding represents 100 % of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from Excelerate, except for the right of Class B common stockholders to receive the par value of the Class B Common Stock upon the Company’s liquidation, dissolution or winding up or an exchange of Class B interests of EELP.
Date: February 27, 2025 By: /s/ Dana Armstrong Dana Armstrong Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report had been signed by the following persons on behalf of the registrant and in the capacities indicated on February 27, 2025.
Date: February 26, 2026 By: /s/ Dana Armstrong Dana Armstrong Executive Vice President and Chief Financial Officer (Principal Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report had been signed by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2026.
The lease component of time charter contracts that are accounted for as sales-type leases is recognized over the lease term using the effective interest rate method. The underlying asset is derecognized and the net investment in the lease is recorded. The net investment in the lease is increased by interest income and decreased by payments collected.
The lease component of terminal services contracts that are accounted for as sales-type leases is recognized over the lease term using the effective interest rate method. The underlying asset is derecognized and the net investment in the lease is recorded. The net investment in the lease is increased by interest income and decreased by payments collected.
The Company does not have any credit risk-related contingent features or collateral requirements associated with our derivative contracts.
The Company does not have any credit risk-related contingent features or collateral requirements associated with its derivative contracts.
On March 17, 2023, EELP entered into an amended and restated senior secured credit agreement (“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.
In March 2023, EELP entered into an amended and restated senior secured credit agreement (as further amended, 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.
The changes in the fair values of derivative instruments that are not designated or that do not qualify for hedge accounting are recognized in other income, net, in the consolidated statements of income.
Notes to Consolidated Financial Statements accounting. The changes in the fair values of derivative instruments that are not designated or that do not qualify for hedge accounting are recognized in other income, net, in the consolidated statements of income.
The Company did not record any material impairments during the years ended December 31, 2024, 2023 or 2022 .
The Company did not record any material impairments during the years ended December 31, 2025, 2024 or 2023 .
Stock options were granted to certain employees of Excelerate, vest over five years and expire 10 years from the date of grant. The Company also issued restricted stock units to directors and certain employees that vest ratably over one, two or three years. In 2023, the Company issued performance units to certain employees that cliff vest in three years.
Stock options were granted to certain employees of Excelerate, vest over five years and expire 10 years from the date of grant. The Company also issued restricted stock units to directors and certain employees that vest ratably over one , two or three years .

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