# Stabilis Solutions, Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Stabilis Solutions, Inc.](/companies/slng.md) (CIK 1043186)
- Form: 10-Q
- Filed: 2026-05-07
- Accepted by EDGAR: May 6, 2026, 18:11 ET
- Period: 2026-03-31
- Accession: 0001437749-26-015281
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1043186/000143774926015281/slng20260331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1043186/000143774926015281/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $10.4m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $10.0m | us-gaap:CostOfRevenue |
| Selling, general and administrative | 3 months, 2026-01-01 to 2026-03-31 | $2.8m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $6.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$4.1m | us-gaap:NetIncomeLoss |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.22 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | $12.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $5.3m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $3.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $19.6m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $115.2m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $21.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $52.2m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $63.0m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 30,619 characters.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q (“this Report”) and the consolidated financial statements included in the 2025 Annual Report on Form 10-K filed on March 5, 2026 with the U.S. Securities and Exchange Commission (the “SEC”). Historical results and percentage relationships set forth in the Condensed Consolidated Statements of Operations and Cash Flows, including trends that might appear, are not necessarily indicative of future operations or cash flows.

### Overview

Stabilis Solutions, Inc. and its subsidiaries provide turnkey clean energy production, storage, transportation and fueling solutions, using liquefied natural gas (“LNG”), to multiple end markets. We provide LNG solutions to customers in diverse end markets, including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, remote power and utility markets. LNG can be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. LNG can also be used to replace a variety of fuels, including distillate fuel oil, such as diesel and marine gas oil, and propane, among others, to provide environmental and economic benefits. Increasingly, LNG is being utilized as a transportation fuel in the marine industry and as a propellant in the private rocket launch sector. We believe that these fuel markets are large and provide significant opportunities for LNG usage.

The Company generates revenue by selling and delivering LNG to our customers, renting cryogenic equipment and providing engineering and field support services. We sell our products and services separately or as a bundle depending on the customer’s needs. Pricing depends on market pricing for natural gas and competing fuel sources (such as diesel, fuel oil, and propane among others), as well as the customer’s purchased volume, contract duration and credit profile.

*LNG Production and Sales—*Stabilis builds and operates cryogenic natural gas processing facilities, called “liquefiers,” which convert natural gas into LNG through a purification and multiple stage cooling process. We currently own and operate a liquefier that can produce up to 100,000 LNG gallons per day in George West, Texas and a liquefier that can produce up to 30,000 LNG gallons per day in Port Allen, Louisiana. The Company continues to seek expansion of its own liquefaction capacity as described in "Expanding Markets and Expansion Efforts" below. We also purchase LNG from third-party production sources which allows us to support customers in markets where we do not own liquefiers. We make the determination of LNG supply sources based on the cost of LNG, the transportation cost to deliver to regional customer locations, and the reliability of the supply source. Revenues earned from the production and sales of LNG are included within LNG Product revenue.

*Transportation and Logistics Services—*Stabilis offers our customers a “virtual natural gas pipeline” by providing turnkey LNG transportation and logistics services in North America. We deliver LNG to our customers’ work sites from both our own production facilities and our network of third-party production sources located throughout North America. We own a fleet of cryogenic trailers to transport and deliver LNG. We also outsource similar equipment and transportation services for LNG from qualified third-party providers as required to support our customer base. Revenues earned from the transportation and logistical services of LNG to our customers are included within LNG Product revenue.

*Cryogenic Equipment Rental—*Stabilis operates a fleet of mobile LNG storage and vaporization assets, including: transportation trailers, ISO containers, electric and gas-fired vaporizers, ambient vaporizers, storage tanks, and mobile vehicle fuelers. We also own several stationary storage and regasification assets. We believe this is one of the largest fleets of small-scale LNG equipment in North America. Our fleet consists primarily of trailer-mounted mobile assets, making delivery to and between customer locations more efficient. We deploy these assets on job sites to provide our customers with the equipment required to transport, store, and consume LNG in their operations. Revenues earned from cryogenic equipment rental are included within Rental revenue.

*Engineering and Field Support Services—*Stabilis has experience in the safe, cost effective, and reliable use of LNG in multiple customer applications. We have also developed many processes and procedures that we believe improve our customers’ use of LNG in their operations. Our engineers help our customers design and integrate LNG into their operations and our field service technicians help our customers mobilize, commission and reliably operate on the job site. Revenues earned from engineering and field support services are included within Service revenue.

### Expanding Markets and Strategic Expansion Efforts

### Multi-year On-site Power Generation for a Data Center

In February 2026, the Company executed a multi-year take-or-pay contract to supply LNG for behind-the-meter power generation for a world-leading provider of remote and temporary power generation at a data center. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. Total revenue under the initial multi-year term of the contract is estimated to be approximately $200 million. This contract represents the Company’s first contract in support of data center behind-the-meter power generation, consistent with the Company's strategic focus on growing, high-value vertical markets. The Company will receive $25.0 million in advance payments from the customer; of which, $15.0 million has been received to date. Advance payments will offset a percentage of each future invoice over the term of the contract, until fully offset, at which time the credit will cease. The Company may utilize the advance payments for the purchase of equipment, securing LNG supply and commissioning expenses incurred by the Company specific to the customer project. The portion of the $15.0 million that has not been utilized related to the customer project has been classified as restricted cash and cash equivalents. The full amount of the advance payment has been presented as deferred revenue on the Company's Condensed Consolidated Balance Sheet at March 31, 2026. See additional discussion in Note 1 and Note 6 of the Company’s Condensed Consolidated Financial Statements.

### Proposed Galveston LNG Liquefaction Facility and Jones Act-compliant LNG Bunkering Vessel

In 2025, the Company announced development of a proposed new 350,000 gallon-per-day, waterfront LNG liquefaction facility in Galveston, Texas. The Company has entered into a ten-year LNG supply bunkering agreement, commencing in 2027, with a global marine cruise vessel operator to supply LNG for approximately 16% of the proposed project's planned capacity and to anchor development of the proposed facility. The Company continues to advance development of the facility and is engaged in discussions with multiple potential customers to secure the remaining offtake and to advance the project toward an expected Final Investment Decision ("FID") later in 2026. The total capital required for the project is estimated at $350 million to $400 million. The proposed Galveston LNG liquefaction facility is expected to be strategically located to support and expand the Company's marine bunkering services to additional marine markets. With the construction of the facility, the Company plans to commission a dedicated Jones Act-compliant LNG bunkering vessel to serve the Port of Galveston, Port of Houston and surrounding Gulf Coast markets. This vessel would transport LNG from the facility directly to customer vessels. Together, the proposed new LNG facility and new bunkering vessel are expected to create a fully integrated, last-mile LNG delivery solution for customers.

### Leased Bunkering Vessel

The Company entered into a time charter agreement for the lease of a liquefied natural gas bunkering vessel, the Seaspan Garibaldi (the "Garibaldi"), for a period of two years. The time charter is classified as an operating lease and includes an option to lease the vessel for an additional year. The Company is pursuing plans to maximize utilization of the Garibaldi including subchartering the vessel.

### U.S. Department of Energy ("DOE") Approval to Export LNG

In the third quarter of 2022, Stabilis received authorization from the DOE to export domestically produced LNG to all free trade ("FTA") and non-free trade ("non-FTA") countries, for up to 51.75 billion cubic feet per year (or approximately 1.0 MTPA) of natural gas equivalent. The authorization is for shipments of LNG and is for a term of 28 years with a remaining term of approximately 25 years under this authorization. In the third quarter of 2024, the Company met the initial time requirement to initiate exports to non-FTA countries. As of March 31, 2026, we have delivered LNG to Europe under this authorization. For exports to FTA countries, the Company has five years from the date it received the authorization with which to initiate exportation of LNG.

The DOE authorization received during the third quarter of 2022 supplements the Company's other existing import and export license from the DOE. Under this license, the Company is authorized to import and export LNG from and to Canada and Mexico, via truck. Additionally, effective September 2024, the Company can import LNG, by vessel, from various international sources to any LNG import terminal in the United States.

### Geopolitical events in the Middle East with the U.S. and Iran conflict

Recent geopolitical developments in the Middle East, including the U.S. conflict with Iran, may contribute to an increase in energy related costs and related market uncertainties. The Company's customer pricing structure for natural gas is primarily based off a monthly index and may absorb most, if not all, of potential volatilities associated with the price of natural gas; however, there can be no assurance that the Company will not be adversely impacted by resulting energy cost and market uncertainties resulting from the Iran conflict. The Company continues to monitor the developments.

### Results of Operations

Stabilis supplies LNG to multiple end markets in North America and provides turnkey fuel solutions to help users of propane, diesel and other crude-based fuel products convert to LNG.

### Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

During the fourth quarter of 2025, two multi-year customer contracts concluded in accordance with their terms. The completed contracts were for temporary remote power in Louisiana, and the Company’s truck-to-vessel LNG marine bunkering services in Galveston, Texas. The two contracts accounted for approximately 19% and 32% of 2025 revenues, respectively. As a result, the first quarter of 2026 results were lower for the period. The comparative tables below reflect our consolidated operating results for the three months ended March 31, 2026 (the “Current Quarter”) as compared to the three months ended March 31, 2025 (the “Prior Year Quarter”) (unaudited, amounts in thousands, except for percentages).

| Revenues: | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| LNG Product | $8,697 | $13,946 | $(5,249) | (37.6) |
| Increase / (decrease) in gallons delivered | (5,275) |  |  | n/a |
| Rental | 857 | 1,550 | (693) | (44.7) |
| Service | 823 | 1,705 | (882) | (51.7) |
| Other | 2 | 137 | (135) | (98.5) |
| Total revenues | 10,379 | 17,338 | (6,959) | (40.1) |
| **Operating expenses:** |  |  |  |  |
| Cost of revenues | 10,012 | 12,788 | (2,776) | (21.7) |
| Change in unrealized gain on natural gas derivatives | — | (84) | 84 | n/a |
| Selling, general and administrative expenses | 2,796 | 4,933 | (2,137) | (43.3) |
| Gain from disposal of fixed assets | — | (103) | 103 | n/a |
| Impairment | 71 | — | 71 | n/a |
| Depreciation expense | 1,785 | 1,867 | (82) | (4.4) |
| Total operating expenses | 14,664 | 19,401 | (4,737) | (24.4) |
| **Foreign joint venture operating related expenses** | (4,285) | (2,063) | (2,222) | 107.7 |
| Net equity income from foreign joint venture operations | 227 | 368 | (141) | (38.3) |
| **Loss from operations** | (4,058) | (1,695) | (2,363) | 139.4 |
| **Other income (expense):** |  |  |  |  |
| Interest income, net | 25 | 21 | 4 | 19.0 |
| Other income (expense), net | (37) | (12) | (25) | 208.3 |
| Total other income (expense) | (12) | 9 | (21) | n/a |
| **Net loss before income tax expense (benefit)** | (4,070) | (1,686) | (2,384) | 141.4 |
| Income tax expense (benefit) | 6 | (88) | 94 | n/a |
| **Net loss** | $(4,076) | $(1,598) | $(2,478) | 155.1 |

### Revenue

During the Current Quarter, revenues decreased $7.0 million, or 40%, compared to the Prior Year Quarter. The change in revenue primarily related to:

- Decreased gallons of LNG delivered in the Current Quarter due to the conclusion of two contracts, compared to the Prior Year Quarter resulting in a decrease in revenues of $5.7 million; and
- Decreased rental, service and other revenues in the Current Quarter compared to the Prior Year Quarter, resulting in decreased revenues of $1.7 million.

These decreases were partially offset by increased revenues of $0.4 million related to:

- Increased average natural gas prices in the Current Quarter compared to the Prior Year Quarter resulting in an increase in revenues of $0.3 million; and
- Higher average pricing from a favorable customer mix in the Current Quarter compared to the Prior Year Quarter.

### Operating Expenses

*Cost of revenues.* Cost of revenues decreased $2.8 million, or 22%, compared to the Prior Year Quarter. As a percentage of revenue, these costs were 96% and 74% in the Current Quarter and the Prior Year Quarter, respectively. The change in cost of revenues was primarily attributable to:

- Decreased gallons of LNG delivered in the Current Quarter compared to the Prior Year Quarter resulting in a decrease in cost of revenues of $4.0 million

The decrease was partially offset by increased cost of revenues of $1.2 million related to:

- Increased rental, service and other costs in the Current Quarter compared to the Prior Year Quarter resulting from the Company's time charter of a marine bunkering vessel in the Current Quarter; and
- Increase in net transportation and liquefaction costs in the Current Quarter compared to the Prior Year Quarter resulting in increased cost of revenues of $0.4 million.

*Change in unrealized loss on natural gas derivatives.* In the Prior Year Quarter, the Company had an unrealized gain of $0.1 million on change in unrealized gain on natural gas derivatives. The Company had no unrealized gain or loss in the Current Quarter, and did not hold any natural gas derivatives during the Current Quarter.

*Selling, general and administrative expenses.* Selling, general and administrative expenses decreased $2.1 million in the Current Quarter compared to the Prior Year Quarter. Mr. Ballard's severance related expenses accounted for $2.1 million in the Prior Year Quarter as well as higher compensation expense in the Prior Year Quarter related to incentive compensations and bonus.

*Depreciation.* Depreciation expense decreased $0.1 million during the Current Quarter as compared to the Prior Year Quarter primarily due to assets reaching the end of their depreciable lives.

*Gain on disposal of assets.* The Company recognized a gain on disposal of assets of $0.1 million in the Prior Year Quarter related to the sale of certain assets in which proceeds of $0.1 million were received. The Company did not have a gain or loss in the Current Year Quarter.

*Impairment.* The Company recognized impairment charges of $0.1 million in the Current Quarter related to contract costs from a cancelled contract.

*Net equity income from foreign joint venture operations.* Equity income from the Company's foreign joint venture decreased by $0.1 million in the Current Quarter compared to the Prior Year Quarter due to decreased net profits by the joint venture.

*Interest income.* Interest income, net was $25 thousand in the Current Quarter compared to $21 thousand in the Prior Year Quarter. In both periods, interest income, net related to interest earned on the Company's cash balances during the quarter.

*Other income (expense).* Other expense was $37 thousand during the Current Quarter compared to other income of $12 thousand in the Prior Year Quarter related to, in both periods, transactional foreign exchange gains (losses).

*Income tax expense (benefit)*. The Company incurred state and foreign income tax expense of $6 thousand during the Current Quarter compared to income tax benefit of $0.1 million during the Prior Year Quarter. Income tax expense (benefit) for the Current Quarter and Prior Year Quarter primarily related to state income taxes. No U.S. federal income taxes were recorded for the Current Quarter or Prior Year Quarter as any net U.S. deferred tax assets generated from operating losses or used from operating income were offset by a change in the Company's valuation allowance on net deferred tax assets.

### Liquidity and Capital Resources

The Company's principal sources of liquidity in the Current Quarter consisted of cash provided by our operations, cash on hand, and customer advance payments. The Company used its liquidity to invest in fixed assets to support growth, as well as to pay interest and principal amounts outstanding under our debt agreements.

As of March 31, 2026, we had $3.1 million in cash and cash equivalents on hand and $10.6 million in restricted cash, $29.3 million in outstanding debt (net of debt issuance costs) and operating lease obligations (of which $12.8 million is due in the next twelve months). The Company has availability under its debt agreements $3.5 million. The Company had no draw downs on its Revolving Credit Facility or its Secured Term Loan Facility during the three months ended March 31, 2026.

The Company is subject to substantial business risks and uncertainties inherent in the LNG industry and there is no assurance that the Company will be able to generate sufficient cash flows in the future to sustain itself or to support future growth. Management believes the business will generate sufficient cash flows from its operations along with availability under the Company's debt agreements to fund its ongoing business for the next twelve months. While we believe we have sufficient liquidity and capital resources to fund our ongoing operations and repay our debt, we will require additional capital to fund business expansion. Our current expansion efforts include the construction of the proposed Galveston LNG liquefaction facility and commencement of operations to service our multi-year data center power generation contract beginning in 2027 which will require engineering expenditures, additional equipment, rolling stock, commissioning and near-term working capital as the Company commissions operations.

As of March 31, 2026, the Company was in compliance with all financial covenants under its debt agreements. The Company’s efforts to expand its business include anticipated significant capital expenditures, the successful deployment of a marine bunkering vessel with a time charter, and a successful financing transaction associated with the proposed Galveston LNG liquefaction facility, all of which are yet to occur. The Company believes it is probable that it will continue to maintain compliance with its covenants, however, in the event the Company is unable to maintain minimum profitability in accordance with its forecast and historical trends, it is reasonably possible that the Company could fail to maintain compliance with its consolidated debt service ratio which, if not cured or waived, would give AmeriState Bank the right to accelerate repayment of outstanding borrowings under the AmeriState Secured Term Loan Facility, which totaled $6.9 million as of March 31, 2026. Such acceleration could adversely affect our liquidity, our ability to continue expansion efforts and continue normal operations.

We will continue to monitor covenant compliance closely and evaluate additional actions which may include reducing discretionary capital expenditures, delaying certain growth initiatives, or seeking alternative sources of financing if needed. The Company believes that its relations with its lenders are good and that a waiver could be obtained in the event a violation occurred; however, there can be no assurance that additional actions taken by the Company, if required, could prevent a possible covenant violation or that the Company would be successful in obtaining a covenant waiver in the event a covenant violation occurred.

### Cash Flows

Cash flows provided by (used in) our operating, investing and financing activities are summarized below (unaudited, in thousands):

| Net cash provided by (used in): | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Operating activities | $12,417 | $1,025 |
| Investing activities | (5,268) | (276) |
| Financing activities | (889) | (730) |
| **Effect of exchange rate changes on cash** | (1) | (3) |
| **Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents** | 6,259 | 16 |
| **Cash, cash equivalents and restricted cash and cash equivalents, beginning of period** | 7,459 | 8,987 |
| **Cash, cash equivalents and restricted cash and cash equivalents, end of period** | $13,718 | $9,003 |

#### Operating Activities

Net cash provided by operating activities totaled $12.4 million for the three months ended March 31, 2026 compared to $1.0 million for the same period in 2025. The increase in net cash provided by operating activities of $11.4 million as compared to the Prior Year Quarter was attributable to a $15.0 million advance payment received on the multi-year data center power generation contract to begin in the first quarter of 2027. The prepayment represents deferred revenue and is classified in restricted cash. The $15.0 million cash prepayment was partially offset by the higher net loss for the three months ended March 31, 2026 compared to the same period in 2025.

#### Investing Activities

Net cash used in investing activities totaled $5.3 million for the three months ended March 31, 2026 compared to $0.3 million for the three months ended March 31, 2025. The increase in net cash used in investing activities in the Current Quarter of $5.0 million was primarily due to cash paid for capital expenditures to support growth.

#### Financing Activities

Net cash used in financing activities totaled $0.9 million for the three months ended March 31, 2026, compared to $0.7 million for the three months ended March 31, 2025. The increase in cash used in financing activities in the Current Quarter compared to the Prior Year Quarter is due to additional debt payments on the AmeriState Loan, payment of a lease purchase option related to asset finance leases, and payment of additional debt issuance cost.

### Future Cash Requirements

We require cash to fund our operating expenses and working capital requirements, including costs associated with gas purchases, capital expenditures, debt repayments, equipment purchases, maintenance of LNG production facilities, mergers and acquisitions (if any), pursuing market expansion, supporting sales and marketing activities and other general corporate purposes. We believe we have sufficient liquidity and capital resources to fund our operations and repay our debt.

Our current expansion efforts include the construction of the proposed new Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel and the commencement of operations for the multi-year data center power generation contract beginning in 2027 (discussed below). We may elect to pursue additional financing activities such as refinancing existing debt, obtaining new debt, or debt or equity offerings to provide flexibility with our cash management. Certain of these alternatives may require the consent of current lenders or stockholders, and there is no assurance that we will be able to execute any of these alternatives on acceptable terms or at all.

Capital expenditures for the three months ended March 31, 2026 were $5.3 million and primarily related to the preliminary work and ordering long lead time items, related to the Company's proposed new Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel, and its multi-year data center power generation contract. Capital expenditures also related to refurbishments and upgrades to existing assets and rolling stock. Other future capital expenditures will be dependent upon business needs, value-adding investment opportunities, as well as the availability of additional capital at favorable terms which is difficult to predict. At March 31, 2026, the Company had open purchase orders and commitments related to capital expenditures of approximately $3.7 million and the Company continues to advance the proposed new Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel, and scale for its multi-year data center power generation contract. See additional discussion regarding the Company's potential expansion efforts below.

### Expansion Efforts

#### Multi-year, On-site Power Generation for a Data Center

In February 2026, the Company executed a multi-year take-or-pay data center power generation contract. LNG deliveries are expected to commence during the first quarter of 2027 and continue through the first quarter of 2029. The supply agreement will require investment of approximately $25.0 million in capital additions and working capital needed to secure LNG supply and fund the commissioning of the project. The Company received an advance payment of $15.0 million during February 2026, and expects an additional $10.0 million during the next six months.

#### Proposed New Galveston LNG Liquefaction Facility and Jones Act-compliant Bunkering Vessel

The Company continues to advance its proposed Galveston liquefaction facility along with a Jones Act-compliant LNG bunkering vessel toward an expected FID later in 2026. The Company has secured customer commitments for approximately 16% of the project’s proposed 350,000 gallons-per-day capacity and remains engaged in discussions with multiple potential customers to secure the remaining offtake. Total investment in the Company’s proposed Galveston liquefaction facility is estimated at $350 million to $400 million. The financing and structure of the proposed Galveston liquefaction facility is anticipated to be in the form of a separate entity with a combination of third-party equity and debt that would be nonrecourse to the Company. The Company does not intend to commit to the use of significant additional funds related to the proposed Galveston LNG liquefaction facility without first securing the financing. There is no guarantee that additional financing will be available or available at terms that would be beneficial to the Company.

#### Leased Bunkering Vessel

The Company entered into a time charter agreement for the lease of a liquefied natural gas bunkering vessel, the Seaspan Garibaldi, for a period of two years commencing in 2026. The time charter is classified as an operating lease and includes an option to lease the vessel for an additional year. The Company is pursuing plans to maximize utilization of the Garibaldi including subchartering the vessel.

### Shelf Registration Statement

The Company filed a registration statement on Form S-3 (the "Shelf Registration"), which was declared effective on March 26, 2026. The Shelf Registration is for a period of three years, expiring on March 25, 2029, and permits the Company to issue up to $100.0 million (subject the limitations described below) in either common stock, preferred stock, warrants or a combination of the above. On April 17, the Company filed a prospectus supplement to the Shelf Registration pursuant to which the Company may offer and sell shares of common stock directly to the public “at the market” (the "ATM") as permitted in Rule 415 under the Securities Act pursuant to an Equity Distribution Agreement entered into between the Company and Johnson Rice & Company L.L.C., as sales agent. The Company is subject to General Instruction I.B.6. of Form S-3 that limits the amount of securities that the Company may sell under the Shelf Registration to no more than one-third of the Company’s public float (currently $10.2 million) in any twelve-month period. The Company has made no issuances under the Shelf Registration and related ATM at March 31, 2026.

### Off-Balance Sheet Arrangements

As of March 31, 2026, we had no transactions that met the definition of off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial position, operating results, liquidity, cash requirements or capital resources.

### Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates. There have been no significant changes in the Company's “Critical Accounting Policies and Estimates” during the three months ended March 31, 2026 from those disclosed within the Company's Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 5, 2026.

## Controls and procedures

As filed, 1,524 characters.

### Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at March 31, 2026.

### Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during our last fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

## Risk factors

As filed, 1,891 characters.

Our operations and financial results are subject to various risks and uncertainties, including those described in the Part I. “Item 1A. Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 5, 2026 (“Form 10-K”), which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. During the three months ended March 31, 2026, there have been no material changes in our risk factors disclosed in our 2025 Form 10-K; except for the addition of the following risk factors.

### Geopolitical events in the Middle East with the U.S. and Iran conflict could have some adverse impact on our business and results of operations

Recent geopolitical developments in the Middle East, including the U.S. conflict with Iran, may contribute to an increase in energy related costs and related market uncertainties. The Company's pricing structure related to LNG product revenues may absorb most, if not all, of potential volatilities associated with the price of natural gas. However, failure to absorb the full impact of any price increases could adversely impact the Company's business and results of operations. The Company continues to monitor the risk associated with the Middle East conflicts.

**Failure to secure additional off-take from the proposed Galveston LNG liquefaction facility, could adversely affect the Company's ability to secure financing for the project**

Financing for the proposed new Galveston LNG liquefaction facility may be based on having firm contractual LNG off-take from the facility prior to closing on the financing. Failure to obtain additional contractual off-take could prevent the Company from being able to finance the project, adversely impacting potential profits, results of operations, cash flows and financial condition.

Filed May 7, 2026.
Source: SEC EDGAR, the filing index for accession 0001437749-26-015281. Last ingested by Listed: Nov 4, 2026, 19:01 ET. No prices; not investment advice.