# Excelerate Energy, Inc.: Form 10-Q for the period ended Mar 31, 2025

- Company: [Excelerate Energy, Inc.](/companies/ee.md) (CIK 1888447)
- Form: 10-Q
- Filed: 2025-05-08
- Accepted by EDGAR: May 8, 2025, 17:02 ET
- Period: 2025-03-31
- Accession: 0000950170-25-067156
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1888447/000095017025067156/ee-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1888447/000095017025067156/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-01-01 to 2025-03-31 | $315.1m | us-gaap:Revenues |
| Operating income | 3 months, 2025-01-01 to 2025-03-31 | $65.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $6.0m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $11.4m | us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.46 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $0.48 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 106,751,592 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $154.8m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $1.4m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2025-03-31 | $619.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-03-31 | $779.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-03-31 | $2.92bn | us-gaap:Assets |
| Current liabilities | at 2025-03-31 | $233.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-03-31 | $985.7m | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $275.6m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2025-03-31 | $47.0m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2025-03-31 | $1.93bn | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 47,313 characters.

*The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Form 10-Q and included in the 2024 Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the 2024 Annual Report, this Form 10-Q and our other filings with the Securities and Exchange Commission (“SEC”). Please also see the section titled “Forward-Looking Statements.”*

### Overview

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) offers liquified natural gas (“LNG”) solutions, providing integrated services along the LNG value chain. We offer a full range of services, including floating storage and regasification units (“FSRUs”), LNG import infrastructure development and LNG and natural gas supply. From our founding, we have focused on providing LNG solutions to markets in diverse environments across the globe, providing a lesser emitting form of energy to markets that often rely on coal as their primary energy source. At Excelerate, we believe that access to energy sources such as LNG is critical to assisting markets with enhancing energy security and advancing their decarbonization efforts.

Our business focuses on the integration of natural gas-to-power in the LNG value chain, and as part of this value chain, we operate at regasification terminals that utilize our FSRU fleet to serve economies throughout the world. Our business is substantially supported by time charter and terminal use contracts, which are effectively long-term, take-or-pay arrangements and provide consistent revenue and cash flow from our high-quality customer base. As of March 31, 2025, we operate a fleet of 10 purpose-built FSRUs, and since we began operations, we have completed more than 3,000 ship-to-ship transfers of LNG with over 50 LNG operators and have safely delivered more than 7,400 billion cubic feet of natural gas through 16 LNG regasification terminals. We expect to bring online Hull 3407, our newbuild FSRU currently being constructed by Hyundai Heavy Industries in South Korea, in 2026 to support our fleet expansion plans and to meet the growing need for floating regasification capacity. For the three months ended March 31, 2025 and 2024, we generated revenues of $148.4 million and $157.0 million, respectively, from our FSRU and terminal services businesses, representing approximately 47% and 78% of our total revenues for each of those periods.

Our business spans the globe, with regional presences in 11 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Pakistan, the United Arab Emirates (“UAE”), and the United States. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland and the UAE. We are also one of the largest providers of regasified LNG in Brazil, where we operate the largest FSRU, and Pakistan, where we have regasified more LNG than any other provider in the past 10 years. Our business strategy includes marketing natural gas and LNG, both of which offer a cleaner energy source from which power can be generated consistently, through our infrastructure assets in the markets where we operate. The high value our customers place on our services has resulted in a reliable source of revenues to us. For the three months ended March 31, 2025, we generated revenues of $315.1 million, net income of $52.1 million and adjusted earnings before income tax, depreciation and amortization (“Adjusted EBITDA”) of $100.4 million. For the three months ended March 31, 2024, we generated revenues of $200.1 million, net income of $28.1 million and Adjusted EBITDA of $75.4 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

We also procure LNG from major producers and sell natural gas through our LNG terminals. For the three months ended March 31, 2025 and 2024, we generated revenues of $166.7 million and $43.1 million, respectively, from LNG and natural gas sales, representing approximately 53% and 22% of our total revenues for each of those periods. We believe that the commercial momentum that we have established in recent years and the increasing need for access to LNG around the world have resulted in a significant portfolio of new growth opportunities for us to pursue. In addition to our FSRU and terminal services businesses and LNG and natural gas sales, we plan to expand our business through investments in LNG import and related infrastructure.

### Recent Trends and Outlook

During the first quarter of 2025, Dutch Title Transfer Facility (“TTF”) prices rose to $14.39 per million British thermal units (“MMBtu”) from $13.57/MMBtu in the fourth quarter of 2024. Japan Korea Marker (“JKM”) reported average first quarter 2025 prices of $14.35/MMBtu, which increased from fourth quarter 2024 prices of $13.94/MMBtu.

Global LNG trade volumes reached approximately 108 million tons per annum (“MTPA”) in the first quarter of 2025, slightly increased from 107 MTPA in the fourth quarter of 2024. Higher winter demand from Europe, fueled by precautionary measures against potential supply disruptions and a colder-than-expected winter supported strong LNG demand in the first quarter of 2025. This higher European demand elevated TTF prices relative to JKM. European demand increased by 24% quarter-over-quarter. Over the same period, Asian imports decreased by 7% as demand declined, supported by sufficient storage and milder winter weather.

For Excelerate, we believe the evolving LNG market dynamics support our growth strategy. We expect the heightened focus on energy security, coupled with the global shift toward cleaner energy sources, will continue to support demand for LNG. As LNG supply continues to grow, with an estimated 46 MTPA of new capacity coming online worldwide in 2025, there will be an increasing need for more FSRUs to connect this supply with demand centers worldwide. This reinforces our commitment to focusing on the downstream segment of the LNG value chain, where we believe Excelerate is well positioned to be a key player in facilitating the transition to a more secure and diversified energy landscape.

### Pending Acquisition

On March 26, 2025, EELP entered into an equity and asset purchase agreement (the “Purchase Agreement”) with Atlantic Energy Holdings LLC, a Delaware limited liability company (“Seller”) and New Fortress Energy Inc., a Delaware corporation (“NFE,” and together with Seller, the “NFE Parties”), pursuant to which EELP will acquire the NFE Parties’ business in Jamaica (the “Business”) from the NFE Parties (the “Pending Acquisition”).

Pursuant to the Purchase Agreement, we agreed to purchase the Business for an aggregate initial purchase price of $1.055 billion, in cash, subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and LNG and fuel inventory.

The Pending Acquisition is expected to close as early as the second quarter of 2025, subject to satisfaction or waiver of certain customary closing conditions, including (i) the consummation of certain pre-closing restructuring transactions by the NFE Parties, (ii) the delivery of certain required consents, (iii) the delivery of audited and interim GAAP-compliant financial statements of the Business and (iv) the release of the assets of the Business from certain debt facilities and the delivery of payoff letters related to outstanding third-party indebtedness.

The Pending Acquisition directly aligns with our strategies of (1) acquiring interests in LNG regasification terminals and integrated LNG infrastructure projects, which we believe will enhance long-term contract revenue and margins, and (2) diversifying the geographic mix of the LNG markets we serve and our customer base.

We believe that the Pending Acquisition is complementary to our existing assets and business strategy and is expected to drive greater demand for our core FSRU and terminal services business and establish Excelerate as a provider of “last-mile” LNG infrastructure in Jamaica. Additionally, the Pending Acquisition provides an attractive downstream natural gas market for Excelerate’s 20-year Venture Global LNG supply agreement and secures pull through demand and value-accretive offtake for our LNG supply portfolio. The Pending Acquisition aligns with our investment thesis in the following ways:

- **The Facilities Serve Attractive and Growing Markets**: The facilities are located in a key Atlantic Basin natural gas market, representing Jamaica’s only two LNG regasification terminals and the first dual-fired combined heat and power plant in the Caribbean, and supply approximately 30 TBtus per year of LNG, directly or indirectly accounting for more than half of Jamaica’s electricity generation. We believe the Pending Acquisition will also position us to capture additional market share as regional demand grows, creating low-cost opportunities to expand.
- **Highly Contracted with Long-Term Agreements**: Sales agreements in place as of December 31, 2024, represent approximately $2.9 billion of cumulative take-or-pay direct margin through 2039, and nearly 100% of contracted revenue includes contractual inflation escalators. As of December 31, 2024, the sales contracts within the business have a weighted average remaining contract tenor of approximately 13 years (or approximately 21 years, if extension options are exercised) and the majority of the contracts are with high-quality investment-grade counterparties. Based on the contracts in place as of December 31, 2024, pro forma for the Pending Acquisition, we expect over 90% of our cash flows from customers to be derived from take-or-pay contracts, with such contracts having a remaining weighted average contract life of approximately 10 years (or approximately 14 years, if extension options are exercised for the Pending Acquisition contracts).
- **Highly Complementary Infrastructure Assets**: The facilities expand our size, scale and operating capabilities without requiring significant additional capital expenditures. Our combined platform will expand our ability to provide customers with tailored solutions across the LNG value chain, from procurement to distribution. We believe that the Pending Acquisition will result in our holding an approximately 25% market share of total global floating regasification capacity.
- **The Pending Acquisition Enhances our Financial Profile**: The Pending Acquisition is expected to be immediately accretive to earnings per share and enhance our operating cash flow.

### Components of Our Results of Operations

#### Revenue

We generate revenue through the provision of regasification services using our fleet of FSRUs and LNG terminal assets, as well as physical sales of LNG and natural gas, that are made primarily in connection with our regasification and terminal projects. We provide regasification services through time charters and operation service contracts primarily related to our long-term charter and terminal use contracts. Most of our time charter revenues are from long-term contracts that function similarly to take-or-pay arrangements in that we are paid if our assets and teams are available and ready to provide services to our customers regardless of whether our customers utilize the services. We generally charge fixed fees for the use of and services provided with our vessels and terminal capacity plus additional amounts for certain variable costs.

#### Expenses

The principal expenses involved in conducting our business are operating costs, direct cost of gas sales, general and administrative expenses, and depreciation and amortization. A large portion of the fixed and variable costs we incur in our business are in the operation of our fleet of FSRUs and terminals that provide regasification and gas supply to our customers. We manage the level of our fixed costs based on several factors, including industry conditions and expected demand for our services and generally pass-through certain variable costs.

We incur significant equipment costs in connection with the operation of our business, including capital equipment recorded as property and equipment, net on our balance sheets and related depreciation and amortization on our income statement. In addition, we incur repair and maintenance and leasing costs related to our property and equipment utilized both in our FSRU and terminal services and gas sales. Property and equipment and other assets include costs incurred for our fleet of FSRUs and terminal assets, including capitalized costs related to drydocking activities. We are required to drydock our vessels periodically for maintenance and in accordance with applicable international regulations.

#### Cost of revenue and vessel operating expenses

Cost of revenue and vessel operating expenses include the following major cost categories: vessel operating costs; personnel costs; repair and maintenance; and leasing costs. These operating costs are incurred for both our FSRU and terminal services revenues and gas sales revenues.

#### Direct cost of gas sales

Direct cost of gas sales includes the cost of LNG and other fuel and direct costs incurred in selling natural gas and LNG, which are significant variable operating costs. These costs fluctuate in proportion to the amount of our natural gas and LNG sales as well as LNG prices.

#### Depreciation and amortization expenses

Depreciation expense is recognized on a straight-line basis over the estimated useful lives of our property and equipment assets, less an estimated salvage value. Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period.

#### Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. Selling, general and administrative expenses also consists 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 Pending Acquisition.

#### Other income, net

Other income, net, primarily contains interest income, gains or losses from the effect of foreign exchange rates and gains and losses on asset sales.

#### Interest expense and Interest expense – related party

Our interest expense is primarily associated with our finance leases liabilities and loan agreements with external banks and related parties.

#### Earnings from equity-method investment

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

#### Provision for income taxes

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

#### Net income (loss) attributable to non-controlling interest

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

### How We Evaluate Our Operations

We operate in a single reportable segment. However, we use a variety of qualitative, operational and financial metrics to assess our performance and valuation. Among other measures, management considers each of the following in assessing our business:

Adjusted Gross Margin;

Adjusted EBITDA; and

Capital Expenditures.

#### Adjusted Gross Margin

We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less direct cost of sales and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information.

#### Adjusted EBITDA

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

We adjust net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, Adjusted EBITDA has significant limitations that affect its use as an indicator of our profitability and valuation, and you are cautioned not to place undue reliance on this information.

#### Capital Expenditures

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

The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP:

*(In thousands)*

|  | Three months ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| FSRU and terminal services revenues | $148,365 | $156,994 |
| Gas sales revenues | 166,725 | 43,119 |
| Cost of revenue and vessel operating expenses | (41,938) | (70,613) |
| Direct cost of gas sales | (160,759) | (39,879) |
| Depreciation and amortization expense | (21,643) | (22,910) |
| **Gross Margin** | **$90,750** | **$66,711** |
| Depreciation and amortization expense | 21,643 | 22,910 |
| **Adjusted Gross Margin** | **$112,393** | **$89,621** |

*(In thousands)*

|  | Three months ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| **Net income** | **$52,123** | **$28,140** |
| Interest expense | 14,316 | 15,606 |
| Provision for income taxes | 6,027 | 6,901 |
| Depreciation and amortization expense | 21,643 | 22,910 |
| Accretion expense | 477 | 455 |
| Long-term incentive compensation expense | 2,152 | 1,377 |
| Transition and transaction expenses | 3,682 | — |
| **Adjusted EBITDA** | **$100,420** | **$75,389** |

### 31

### Consolidated Results of Operations

### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

*(In thousands)*

| Revenues | For the three months ended March 31, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| FSRU and terminal services | $148,365 | $156,994 | $(8,629) |
| Gas sales | 166,725 | 43,119 | 123,606 |
| Total revenues | 315,090 | 200,113 | 114,977 |
| Operating expenses |  |  |  |
| Cost of revenue and vessel operating expenses (exclusive of items below) | 41,938 | 70,613 | (28,675) |
| Direct cost of gas sales | 160,759 | 39,879 | 120,880 |
| Depreciation and amortization | 21,643 | 22,910 | (1,267) |
| Selling, general and administrative | 21,352 | 21,552 | (200) |
| Transition and transaction expenses | 3,682 | — | 3,682 |
| Total operating expenses | 249,374 | 154,954 | 94,420 |
| Operating income | 65,716 | 45,159 | 20,557 |
| Other income (expense) |  |  |  |
| Interest expense | (11,058) | (12,146) | 1,088 |
| Interest expense – related party | (3,258) | (3,460) | 202 |
| Earnings from equity method investments | 596 | 531 | 65 |
| Other income, net | 6,154 | 4,957 | 1,197 |
| Income before income taxes | 58,150 | 35,041 | 23,109 |
| Provision for income taxes | (6,027) | (6,901) | 874 |
| Net income (loss) | 52,123 | 28,140 | 23,983 |
| Less net income attributable to non-controlling interests | 40,736 | 21,816 | 18,920 |
| Net income attributable to shareholders | $11,387 | $6,324 | $5,063 |
| **Additional financial data:** |  |  |  |
| Gross Margin | $90,750 | $66,711 | $24,039 |
| Adjusted Gross Margin | 112,393 | 89,621 | 22,772 |
| Adjusted EBITDA | 100,420 | 75,389 | 25,031 |

### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

#### Net income

Net income was $52.1 million for the three months ended March 31, 2025, an increase of $24.0 million, as compared to $28.1 million for the three months ended March 31, 2024. Net income was higher primarily due to the drydocking of *Summit LNG* and *Excellence* in the first three months of 2024 ($18.4 million), an increase in gas sales opportunities ($4.4 million), a decrease in personnel costs in Argentina ($3.8 million), and a decrease in foreign exchange losses ($1.3 million), partially offset by transition and transaction costs incurred as a result of the Pending Acquisition ($3.7 million).

#### Gross Margin and Adjusted Gross Margin

Gross Margin was $90.8 million for the three months ended March 31, 2025, an increase of $24.1 million, as compared to $66.7 million for the three months ended March 31, 2024. For the three months ended March 31, 2025, Adjusted Gross Margin was $112.4 million, an increase of $22.8 million, as compared to $89.6 million for the three months ended March 31, 2024. Gross Margin and Adjusted Gross Margin was higher primarily due to the drydocking of *Summit LNG* and *Excellence* in the first three months of 2024 ($18.4 million), an increase in gas sales opportunities ($4.4 million), a decrease in personnel costs in Argentina ($3.8 million), and a decrease in foreign exchange losses ($1.3 million), partially offset by transition and transaction costs incurred as a result of the Pending Acquisition ($3.7 million).

#### Adjusted EBITDA

Adjusted EBITDA was $100.4 million for the three months ended March 31, 2025, an increase of $25.0 million, as compared to $75.4 million for the three months ended March 31, 2024. Adjusted EBITDA was higher primarily due the drydocking of *Summit LNG* and *Excellence* in the first three months of 2024 ($18.4 million), an increase in gas sales opportunities ($4.4 million), a decrease in personnel costs in Argentina ($3.8 million), and a decrease in foreign exchange losses ($1.3 million).

For more information regarding our non-GAAP measures Adjusted Gross Margin and Adjusted EBITDA, and a reconciliation to their most comparable GAAP measures, see “—How We Evaluate Our Operations.”

#### FSRU and terminal services revenues

FSRU and terminal services revenues were $148.4 million for the three months ended March 31, 2025, a decrease of $8.6 million as compared to $157.0 million for the three months ended March 31, 2024. FSRU and terminal services revenues were lower primarily due to the recognition of deferred revenue for the drydocking of *Summit LNG* in the first quarter of 2024, which occurs when we drydock either of our two vessels accounted for as a sales-type lease.

#### Gas sales revenues

Gas sales revenues were $166.7 million for the three months ended March 31, 2025, an increase of $123.6 million, as compared to $43.1 million for the three months ended March 31, 2024. The increase was primarily due to increased LNG sales in Asia Pacific and the Atlantic Basin in the first quarter of 2025.

#### Cost of revenue and vessel operating expenses

Cost of revenue and vessel operating expenses was $41.9 million for the three months ended March 31, 2025, a decrease of $28.7 million, as compared to $70.6 million for the three months ended March 31, 2024. The decrease in cost of revenue and vessel operating expenses was primarily due to drydock costs on *Summit LNG* in the first quarter of 2024 and decreased personnel costs in Argentina.

#### Direct cost of gas sales

Direct cost of gas sales was $160.8 million for the three months ended March 31, 2025, an increase of $120.9 million, as compared to $39.9 million for the three months ended March 31, 2024. The increase was primarily due to increased LNG sales in Asia Pacific and the Atlantic Basin in the first quarter of 2025.

#### Depreciation and amortization expenses

Depreciation and amortization expenses were $21.6 million for the three months ended March 31, 2025, a decrease of $1.3 million, as compared to $22.9 million for the three months ended March 31, 2024. Depreciation and amortization decreased primarily due to the extended commissioning time on our power barge assets in Albania during 2024.

#### Selling, general and administrative expenses

Selling, general and administrative expenses were $21.4 million for the three months ended March 31, 2025, a decrease of $0.2 million, as compared to $21.6 million for the three months ended March 31, 2024. Selling, general and administrative expenses were essentially flat.

#### Transition and transaction expenses

Transition and transaction expenses were $3.7 million for the three months ended March 31, 2025. Transition and transaction expenses relate to due diligence and legal costs on the Pending Acquisition.

#### Interest expense

Interest expense was $11.1 million for the three months ended March 31, 2025, a decrease of $1.0 million, as compared to $12.1 million for the three months ended March 31, 2024. The decrease was due to lower balances remaining on our finance leases and long-term debt and decreases in interest rates.

#### Other income, net

Other income, net was $6.2 million for the three months ended March 31, 2025, an increase of $1.2 million, as compared to $5.0 million for the three months ended March 31, 2024. The increase was primarily due to a decrease in foreign exchange losses.

#### Provision for income taxes

The provision for income taxes for the three months ended March 31, 2025 and 2024 was $6.0 million and $6.9 million, respectively. The decrease was primarily attributable to the year-over-year change in the geographical distribution of income.

The effective tax rate for the three months ended March 31, 2025 and 2024, was 10.4% and 19.7%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Excelerate is a corporation for U.S. federal and state income tax purposes. 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.

We have international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, its 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. In one jurisdiction, our tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.

#### Net income attributable to non-controlling interest

Net income attributable to non-controlling interest was $40.7 million for the three months ended March 31, 2025, an increase of $18.9 million, as compared to $21.8 million for the three months ended March 31, 2024. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock.

### Liquidity and Capital Resources

Based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy in the 2024 Annual Report. For more information regarding our planned dividend payments, see Note 11 – Equity. As of March 31, 2025, we had $619.5 million in unrestricted cash and cash equivalents.

We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, capital contributions and our operating cash flows as discussed below. We expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the Tax Receivable Agreement (“TRA”), and pay cash dividends and distributions. Any determination to pay dividends to holders of our common stock and distributions to holders of EELP’s Class B interests will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt.

### Equity Offering

On March 31, 2025, the Company and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”). The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, the Company granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed on April 2, 2025. The underwriters’ option was fully exercised and subsequently closed on May 1, 2025. The net proceeds from the Equity Offering to the Company from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.9 million.

### Repurchase of Equity Securities

During the year ended December 31, 2024, we repurchased 2,473,787 shares of our outstanding Class A Common Stock at a weighted average price of $20.41 per share, for a total net cost, including commission fees and taxes, of approximately $50.0 million. As indicated under the EELP Limited Partnership Agreement, for each Class A Common Stock we repurchased, EELP, immediately prior to the repurchase, redeemed an equal number of Class A interests held by us, upon the same terms and at the same price, as the shares of our Class A Common Stock were repurchased.

### Cash Flow Statement Highlights

#### Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

*(In thousands)*

| Net cash provided by (used in): | Three months ended March 31, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Operating activities | $154,809 | $64,661 | $90,148 |
| Investing activities | (44,123) | (12,769) | (31,354) |
| Financing activities | (27,648) | (27,733) | 85 |
| Effect of exchange rate on cash, cash equivalents, and restricted cash | 72 | 35 | 37 |
| **Net increase in cash, cash equivalents, and restricted cash** | **$83,110** | **$24,194** | **$58,916** |

#### Operating Activities

Cash flows provided by operating activities increased by $90.1 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, primarily due to differences in the timing of collections and payments related to gas purchases and sales, collections received after our power barge assets went into service, and 2024 drydock expenditures, partially offset by costs related to the Pending Acquisition.

#### Investing Activities and Capital Expenditures

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which increased by $31.4 million for the three months ended March 31, 2025, as compared to the same period in 2024. The increase was primarily due to the 2025 milestone payment under the Newbuild Agreement (as defined herein).

#### Financing Activities

Cash flows used in financing activities decreased by $0.1 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, primarily due to $8.4 million in cash paid for share repurchases in 2024, partially offset by increased distributions to our stockholders as a result of increasing the dividend from $0.025 per share to $0.06 per share in the third quarter of 2024, a $2.1 million increase in repayments on long-term debt and finance leases and payments of $0.8 million for debt issuance costs in 2025.

### Capital Expenditures

The following table summarizes our cash outlays for capital projects for the three months ended March 31, 2025 and 2024:

*(In thousands)*

| Capital expenditures | For the three months ended March 31, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Growth | $35,485 | $3,394 | $32,091 |
| Maintenance | 12,075 | 19,044 | (6,969) |
| Gross capital expenditures | 47,560 | 22,438 | 25,122 |
| Change in capital project payables and accruals, net | (3,437) | (9,669) | 6,232 |
| Cash outlays for capital projects | $44,123 | $12,769 | $31,354 |

### 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. The EE Revolver enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.

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. 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. In April 2023, we purchased *Sequoia* for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand.

Borrowings under the EE Facilities bear interest at a per annum rate equal to the term Secured Overnight Financing Rate (“SOFR”) reference rate for such period plus an applicable margin, which applicable margin is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitment is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio.

In December 2023, we paid off $55.2 million of the principal outstanding on our Term Loan Facility. We also terminated the same notional value of the interest rate swaps we had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.

As of March 31, 2025, we had issued less than $0.1 million in 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 $350.0 million of undrawn capacity was available for additional borrowings as of March 31, 2025.

As of March 31, 2025, we were in compliance with the covenants under our debt facilities.

On March 26, 2025, EELP entered into an amendment to the Amended Credit Agreement, which provided for, among other things (i) additional covenant baskets to permit the Pending Acquisition and the incurrence of debt in connection therewith, and (ii) replacement of the collateral vessel maintenance coverage covenant with a collateral maintenance coverage covenant, which includes the value of the assets acquired in the Pending Acquisition.

On April 21, 2025, EELP and the Company entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement. The Fifth Amendment provides for, among other things, (i) the extension of the maturity of the revolving facility thereunder to March 17, 2029 and (ii) an increase in the aggregate commitments under the revolving facility to $500 million. The Fifth Amendment is contingent upon, among other conditions, the closing of the Pending Acquisition and the repayment in full of the existing Term Loan Facility.

### Senior Notes Offering

On May 5, 2025, EELP closed on an offering (the “Debt Offering”) of $800 million in aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an Indenture, dated as of May 5, 2025, by and among EELP, the Guarantors a party thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar (the “Indenture”), will mature on May 15, 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears on each May 15 and November 15, beginning on November 15, 2025. Excelerate intends to use the net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering and cash on hand to (i) fund the consideration payable by the Company in the Pending Acquisition of the Business, (ii) repay the outstanding borrowings under the Term Loan Facility, and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP. As a result of the Debt Offering and Equity Offering, the amount available under the previously announced senior secured bridge term loan facility was reduced to zero.

For information about our other debt obligations, see Notes 9 and 10 in the Notes to our Consolidated Financial Statements.

### Other Contractual Obligations

#### Operating Leases

We lease offices in various locations under noncancelable operating leases. As of December 31, 2024, we had future minimum lease payments totaling $5.6 million. As of March 31, 2025, we had future minimum lease payments totaling $5.5 million and are committed to $1.3 million in year one, $2.6 million for years two and three, $1.5 million for years four and less than $0.1 million thereafter.

#### 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, 2024, we had future minimum lease payments totaling $240.4 million. As of March 31, 2025, we had future minimum lease payments totaling $232.1 million and are committed to $24.9 million in payments in year one, $66.5 million for years two and three, $55.2 million for years four and five and $85.6 million thereafter.

#### Newbuild Agreement Commitments

In October 2022, we signed a binding shipbuilding contract (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new FSRU to be delivered in 2026. As part of and related to the Newbuild Agreement, our milestone payments are due in installments with the final installment due concurrently with the delivery of the vessel, which is expected in 2026. In the fourth quarter of 2024 and first quarter of 2025, we made milestone payments of approximately $50 million and $30 million, respectively, leaving approximately $230 million in remaining spend. Our near-term payment commitments related to the Newbuild Agreement are expected to be approximately $20 million in the second quarter of 2025, with the remainder due beyond the next twelve months.

#### Tax Receivable Agreement

In April 2022, we entered into the TRA with Excelerate Energy Holdings, LLC (“EEH”) and the George Kaiser Family Foundation (the “Foundation” and, together with EEH, the “TRA Beneficiaries”). 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 our 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 us entering into the TRA, including tax benefits attributable to payments that we make under the TRA.

#### LNG purchase commitments

In February 2023, we executed a 20-year LNG sale and purchase agreement (“SPA”) with Venture Global LNG. Under the agreement, we will purchase 0.7 MTPA of LNG on a free-on-board basis from the Plaquemines Phase 2 LNG facility in Plaquemines Parish, Louisiana. Our purchase commitment will be based on the final settlement price of monthly Henry Hub natural gas futures contracts plus a contractual spread. The start of this commitment, however, is dependent on the second phase of the LNG facility becoming operational, which is not expected in the next 12 months.

In January 2024, we executed a 15-year SPA with QatarEnergy. 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. 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. Over the term of this agreement, we will purchase approximately 0.65 million tonnes of LNG, the pricing of which will be based on TTF. The first purchase under this agreement was made during the fourth quarter of 2024.

The following table presents our future contractual obligations as of March 31, 2025 (in thousands):

|  | Next Twelve Months | Beyond |
| --- | ---: | ---: |
| LNG purchase and capacity obligations | $187,644 | $11,488,667 |
| Long-term debt obligations | 57,724 | 438,143 |
| Lease obligations | 34,958 | 202,663 |
| Other purchase obligations | 74,663 | 207,391 |
| Total commitments | $354,989 | $12,336,864 |

### Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires significant judgments from management in estimating matters for financial reporting that are inherently uncertain. For additional information about our accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the 2024 Annual Report and the notes to the audited financial statements included therein.

There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2024 Annual Report.

### Recent Accounting Pronouncements

Refer to Note 2 – Summary of significant accounting policies, to the notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for information regarding recently issued accounting pronouncements.

## Market risk

As filed, 2,539 characters.

In our normal course of business, we are exposed to certain market risks, including changes in interest rates, natural gas and LNG commodity prices and foreign currency exchange rates. In order to manage these risks, we may utilize derivative instruments. Gains or losses on those derivative instruments would typically be offset by corresponding gains or losses on the hedged item.

### Interest Rate Risk

We have entered into long-term interest rate swap agreements in order to hedge a portion of our exposure to changes in interest rates associated with our external bank loans. We are exposed to changes in interest rates on our other debt facilities as well as the portion of our external bank loans that remain unhedged. We may enter into additional derivative instruments to manage our exposure to interest rates.

As of March 31, 2025 and December 31, 2024, the fair value of our interest rate swaps was $0.9 million and $2.3 million, respectively. Based on our hedged notional amount as of March 31, 2025, a hypothetical 100 basis point increase or decrease in the three-month and six-month SOFR forward curves would change the estimated fair value of our existing interest rate swaps by $4.0 million.

### Commodity Price Risk

In the course of our operations, we are exposed to commodity price risk, primarily through our purchases of or commitments to purchase LNG. To reduce our exposure, we may enter into derivative instruments to offset some or all of the associated price risk. As of March 31, 2025 and March 31, 2024, we had no financial commodity derivative instruments.

### Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar. We have one foreign subsidiary that utilizes the euro as its functional currency. Gains or losses due to transactions in foreign currencies are included in other income (expense), net in our consolidated statements of income. Due to a portion of our expenses being incurred in currencies other than the U.S. dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the euro, Argentine peso, Brazilian real and the Bangladesh taka. During the three months ended March 31, 2025, we utilized an immaterial amount of financial derivatives to hedge some of our currency exposure. For the three months ended March 31, 2025 and 2024, we recorded $(0.1) million and $(1.4) million, respectively, in foreign currency gains/(losses) in our consolidated statements of income.

## Controls and procedures

As filed, 1,395 characters.

### Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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 March 31, 2025. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of March 31, 2025.

### Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 11,085 characters.

There have been no material changes from the risk factors previously disclosed in “Risk Factors” included in the 2024 Annual Report, except as disclosed below:

### Risks Related to the Pending Acquisition

***The equity and asset purchase agreement (the “Purchase Agreement”) between Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership, and Atlantic Energy Holdings LLC, a Delaware limited liability company (the “Seller”) and New Fortress Energy Inc., a Delaware corporation (“NFE,” and together with Seller, the “NFE Parties”), pursuant to which EELP will acquire the NFE Parties’ business in Jamaica (the “Business”) from the NFE Parties (the “Pending Acquisition”) may not be consummated as anticipated, or at all, which could have an adverse impact on our future business and operations and our cash available for distribution.***

The Pending Acquisition is expected to close in the second quarter of 2025 and is subject to customary closing conditions. Satisfaction of many of these conditions is beyond our control. If these conditions are not satisfied or waived, the Pending Acquisition will not be completed. Certain of the conditions that remain to be satisfied include, but are not limited to:

- the continued accuracy of the representations and warranties contained in the Purchase Agreement;
- the performance by each party of its respective obligations under the Purchase Agreement;
- the absence of any legal proceeding or order by a governmental authority restraining, enjoining or otherwise prohibiting the Pending Acquisition;
- the consummation of certain pre-closing restructuring transactions by the NFE Parties;
- the receipt by the NFE Parties of certain third-party consents related to the Pending Acquisition;
- the absence of a material adverse effect on the results of operations or financial condition of the interest to be acquired in the Pending Acquisition;
- the execution of certain agreements and delivery of certain documents related to the consummation of the Pending Acquisition, including payoff letters; and
- delivery of certain audited and interim historical financial statements of the Business.

Most of these conditions are not within our control, and we cannot predict when or if these conditions will be satisfied. There is no guarantee that the Pending Acquisition will close in the second quarter of 2025, or at all. The Purchase Agreement provides for an outside date of July 24, 2025 (as may be extended by the parties pursuant to the Purchase Agreement to August 25, 2025) for the completion of the Pending Acquisition, beyond which the Purchase Agreement may be terminated by either party. Failure to complete the Pending Acquisition or any delays in completing the Pending Acquisition could have an adverse impact on our future business and operations and our cash available for distribution and could negatively impact the price of our Class A Common Stock.

***Failure to successfully combine our business with the Business to be acquired in the Pending Acquisition, or an inaccurate estimate by us of the benefits to be realized from the Pending Acquisition, may adversely affect our future results.***

The Pending Acquisition involves potential risks, including:

- the failure to realize expected profitability, growth or accretion;
- environmental or regulatory compliance matters or liabilities;
- title or permit issues;
- the diversion of management’s attention from our existing business;
- the incurrence of substantial expenses;
- the incurrence of significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges; and
- the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate.

The expected benefits from the Pending Acquisition may not be realized if our estimates of the potential revenues associated with the interests to be acquired by us in the Pending Acquisition, the expected accretion to our earnings per share or increase to our operating cash flow are materially inaccurate or if we fail to identify operating problems or liabilities associated with the Business prior to closing. The accuracy of our estimates of the potential take-or-pay direct margin generated by the Business is inherently uncertain. Although we have conducted due diligence in connection with the Pending Acquisition, we cannot assure you that this diligence will surface all material issues that may arise as a result of the consummation of the Pending Acquisition. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. If problems are identified after closing of the Pending Acquisition, the Purchase Agreement provides for limited recourse against the NFE Parties.

Difficulties in integrating the Business into the Company may result in operational and other challenges, including the diversion of management’s attention from ongoing business concerns; the diversion of resources to integration processes; the retention of key management and other employees; the retention of existing business and operational relationships, including customers, suppliers and other counterparties; the attraction of new business and operational relationships; the possibility of faulty assumptions underlying expectations regarding integration processes and associated expenses; the elimination of duplicative corporate or operational processes; potential limitations placed on our business by regulatory authorities; the possibility that a failure to successfully integrate the Business into our internal control over financial reporting could compromise the integrity of our financial reporting; as well as unanticipated issues in integrating certain systems. An inability to realize the full extent of the intended benefits of the Pending Acquisition, and any delays encountered in the integration process, could have an adverse effect on our revenues and level of expenses and results of operations. In addition, the integration may result in additional or unforeseen expenses. Although we expect the strategic benefits and additional operating cash flow to offset incremental transaction-related costs over time, if we are not able to adequately and effectively address integration challenges, we may be unable to successfully integrate operations or realize anticipated benefits of the integration of the Business.

If we consummate the Pending Acquisition and if any of these risks or unanticipated liabilities or costs were to materialize, any desired benefits of the Pending Acquisition may not be fully realized, if at all, and our future financial performance, results of operations and cash available for distribution could be negatively impacted.

***We may not be able to generate sufficient cash to service all of our indebtedness, including the 2030 Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.***

Our ability to make scheduled payments on or refinance our debt obligations, including the 2030 Notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the 2030 Notes.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness, including the 2030 Notes. We may not be able to effect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions may not allow us to meet our scheduled debt service obligations. The Amended Credit Agreement and the Indenture will restrict our ability to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt service obligations then due.

In addition, we are a holding company and conduct our operations through our subsidiaries, certain of which will not be guarantors of the 2030 Notes or our other indebtedness. In relation to our debt that is repayable with a “balloon” payment on maturity (such as the 2030 Notes), our ability to make such payments at maturity will depend upon our ability to generate sufficient cash from operations, obtain additional equity or debt financing or sell assets. Accordingly, repayment of our indebtedness, including the 2030 Notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Unless they are guarantors of the 2030 Notes or our other indebtedness, our subsidiaries do not have any obligation to pay amounts due on the 2030 Notes or our other indebtedness or to make funds available for that purpose. Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the 2030 Notes. Each subsidiary is a distinct legal entity, and under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. While the Indenture and the Amended Credit Agreement will limit the ability of our subsidiaries to incur consensual restrictions on their ability to pay dividends or make other intercompany payments to us, these limitations are subject to qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the 2030 Notes.

Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, would materially and adversely affect our financial position and results of operations and our ability to satisfy our obligations under the 2030 Notes.

If we cannot make scheduled payments on our debt, we will be in default and holders of the 2030 Notes could declare all outstanding principal and interest to be due and payable, the lenders under the EE Facilities could terminate their commitments to loan money, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.

Filed May 8, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-067156. Last ingested by Listed: Nov 3, 2026, 21:55 ET. No prices; not investment advice.