nfe-20260401
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 1, 2026
New Fortress Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38790 | 83-1482060 | ||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
111 W. 19th Street, 8th Floor New York, NY | 10011 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (516) 268-7400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Class A Common Stock, par value $0.01 per share | “NFE” | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. Entry into a Material Definitive Agreement.
Turbine Sale-Leaseback Transaction
On April 1, 2026, NFE Power PR LLC (“Seller”), a subsidiary of New Fortress Energy Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Macquarie Energy LLC (“Macquarie”), and NFE Turbines LLC (“Lessee”), a subsidiary of the Company, entered into a Master Lease Agreement (together with the applicable schedules, riders and other lease documents, the “Lease”), pursuant to which the parties agreed to consummate a sale and leaseback transaction (the “Sale-Leaseback Transaction”) with respect to certain turbines (the “Equipment”). The Company entered into a parent guarantee in respect of Lessee’s obligations pursuant to the Lease (the “Lease Guarantee”), and the Company guarantees Seller’s obligations pursuant to the Purchase Agreement.
On April 1, 2026, the Company completed the sale of the Equipment for a purchase price of $265,882,500.00, and entered into the Lease pursuant to which Lessee will lease the Equipment from Macquarie for a 10-year term, expected to begin on July 1, 2026. The Company used the net proceeds from the Sale-Leaseback Transaction to repay certain indebtedness of the Company.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated into this Item by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| NEW FORTRESS ENERGY INC. | ||||||||
| Date: April 7, 2026 | By: | /s/ Christopher S. Guinta | ||||||
| Name: | Christopher S. Guinta | |||||||
| Title: | Chief Financial Officer | |||||||