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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 10-K

 

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☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2025

or

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                 to

Commission file number 001-40364

 

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STABILIS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

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Florida			59-3410234
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

 

11750 Katy Freeway, Suite 900, Houston, TX 77079

(Address of principal executive offices, including zip code)

(832) 456-6500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $.001 par value			SLNG			The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Act: 

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐    

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2025 was $24,699,074 based on the closing sale price, as reported by The Nasdaq Stock Market LLC.

 

As of March 2, 2026, there were 18,596,301 outstanding shares of our common stock, par value $.001 per share.

 

Documents Incorporated by Reference: None STABILIS SOLUTIONS, INC. AND SUBSIDIARIES

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document includes statements that constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements represent intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks and uncertainties and other factors. These statements may relate to, but are not limited to, information or assumptions about us, our capital and other expenditures, dividends, financing plans, capital structure, cash flow, pending legal and regulatory proceedings and claims, including environmental matters, future economic performance, operating income, cost savings, and management’s plans, strategies, goals and objectives for future operations and growth. These forward-looking statements generally are accompanied by words such as “intend,” “anticipate,” “believe,” “estimate,” “expect,” “should,” “seek,” “project,” “plan” or similar expressions. Any statement that is not a historical fact is a forward-looking statement. It should be understood that these forward-looking statements are necessary estimates reflecting the best judgment of senior management, not guarantees of future performance. Many of the factors that impact forward-looking statements are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. When considering forward-looking statements, you should keep in mind the risk factors as further described in Part I. “Item 1A. Risk Factors” in this document.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. All forward-looking statements included in this document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

In this Annual Report on Form 10-K, we may rely on and refer to information from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, and we have not independently verified it.

PART I

ITEM 1. BUSINESS

OVERVIEW

Our Company

Stabilis Solutions, Inc. and its subsidiaries (the “Company”, “Stabilis”, “our”, “us” or “we”) provide turnkey clean energy production, storage, transportation and fueling solutions using liquefied natural gas (“LNG”) to multiple end markets. We have safely delivered over 580 million gallons of LNG through more than 60,000 truck deliveries during our 22 year operating history, which we believe makes us one of the largest and most experienced small-scale LNG providers in North America. We define “small-scale” LNG production to include liquefiers that produce less than 1.7 million LNG gallons per day (or approximately 1.0 million tonnes per annum ("MTPA")) and “small-scale” LNG distribution to include distribution by trailer or tank container of up to 10,000 LNG gallons or by marine vessels that carry less than 8.0 million LNG gallons (approximately 30,000 cubic meters). The Company provides LNG solutions to customers in diverse end markets, including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, remote power and utility markets.

The Company also builds power and control systems for the energy industry in China through its 40% owned Chinese joint venture, BOMAY Electric Industries, Inc (“BOMAY”). BOMAY is accounted for under the equity method of accounting.

Our Industry

LNG can be used to replace a variety of alternative fuels, including distillate fuel oil and propane, among others, to provide environmental and economic benefits. LNG can also be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. Increasingly, LNG is being utilized as a transportation fuel in the marine industry and as a propellant in the private rocket launch sector. Additionally, LNG can be used to generate electrical power for data centers where the data center either does not have adequate access to the electrical grid, or a gas pipeline or to provide a redundant source of power. We believe that these fuel markets are large and provide significant opportunities for LNG usage.

We believe that LNG provides an important balance between environmental sustainability, security and accessibility, and economic viability when compared to both renewables and other traditional hydrocarbon-based fuels and will play a key role in the energy transition.

OUR BUSINESS

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. We are developing a proposed waterfront LNG liquefaction facility along the Texas Gulf Coast which is expected to be a 350,000 gallon-per-day facility, increasing the Company's liquefaction capacity to 480,000 gallons per day.  This liquefaction facility will be strategically located in Galveston, Texas to serve cruise vessel customers and additional marine end markets such as container ships, car carriers, tankers and bulk carriers in the Port of Galveston, Port of Houston and surrounding Gulf Coast markets.

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 approximately 31 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 over 170 mobile LNG storage and vaporization assets, including: transportation trailers, 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.

Stabilis believes that our extensive operating experience positions us to be a leader in the North American small-scale LNG markets. We plan to leverage this experience to grow our business by investing in new production and distribution assets throughout North America.

Market for Small-Scale LNG in North America

LNG can serve as a partner fuel for renewable energy sources and provides an important balance between environmental sustainability, security and access, and economic viability as a source of fuel. LNG can also be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented and to replace a variety of other carbon-based fuels. We believe that the current and future markets for LNG are significant and will continue to grow for a number of years. We believe the following expanding markets could drive significant small-scale LNG market growth in North America over the next decade: 

Marine Bunkering: There is limited LNG bunkering infrastructure currently available in North America. The marine industry is expected to drive additional demand for domestically produced LNG in the coming years. The International Maritime Organization (“IMO”) has imposed a global sulfur cap of 0.5% on ships trading outside of established emission control areas starting in January 2020, a level that could be difficult to achieve using common marine fuels, such as heavy fuel oil, but could be achieved using LNG. Increasingly, more stringent global carbon emission targets are also fueling the adoption of LNG as a marine fuel. Large marine vessels, such as cruise ships and container ships, can take between several hundred thousand gallons up to several million gallons of LNG in a single fuel bunkering event. The Company expects that additional marine bunkering opportunities will become available as newly constructed marine vessels that use LNG as the primary fuel of choice are delivered to vessel fleets and commence routine operations in North America. At December 31, 2025, there were 851 LNG fueled marine vessels in the global fleet with 670 more new build vessels on order for delivery by 2033, a 79% increase in the number of LNG fueled vessels by 2033. New build container ships represent the largest sector with 411 vessels on order by 2033.

During 2025, the Company executed two, ten-year LNG supply bunkering agreements with cruise vessel operators to supply LNG beginning in 2027 to anchor development of a proposed new 350,000 gallon-per-day, waterfront LNG liquefaction facility in Galveston, Texas (the "Galveston LNG liquefaction facility"). Conditions precedent to the LNG supply bunkering agreements include the Company successfully finalizing project financing by the first quarter 2026 and completing construction of the above Galveston LNG liquefaction facility by the second quarter 2028. With the construction of the facility, the Company also plans to commission a dedicated Jones Act-compliant LNG bunkering vessel to serve the Port of Galveston to transport LNG from the facility directly to customer vessels. Together, the proposed Galveston LNG liquefaction facility and new marine bunkering vessel are expected to create a fully integrated, last-mile LNG delivery solution to customers for years to come. The new facility will be strategically located to serve cruise vessel customers as well as additional marine end markets such as container ships, car carriers, tankers, and bulk carriers in the Port of Galveston, Port of Houston, and surrounding Gulf Coast markets. The Company continues to advance its proposed Galveston liquefaction facility along with a Jones Act-compliant LNG bunkering vessel toward an expected Final Investment Decision (“FID”). The Company has secured customer commitments for approximately 56% of the project’s proposed 350,000 gallons-per-day (“gpd”) capacity and is engaged in late-stage discussions with multiple potential customers to secure the remaining available offtake. The total capital required for the project is estimated at $350 million to $400 million. Financing for the project is progressing with counterparties conducting detailed due diligence and active negotiations on definitive documentation and key commercial terms. Upon completion, the proposed Galveston LNG liquefaction facility is anticipated to increase Stabilis' liquefaction capacity from 130,000 gallons per day to 480,000 gallons per day.

Aerospace / Rocket Propulsion: LNG is increasingly becoming the fuel of choice for reusable rocket propulsion systems due to its higher energy density, safety, and ease and cost to produce. The Company continues to service aerospace customers with two new aerospace customers added in 2025. The commercial satellite industry is expected to drive a significant increase in launches and demand for LNG to support this growth.

Remote Power Generation including Data Centers: Data centers require a significant amount of electrical power and redundancy in their power systems including the ability to self generate power when the electrical grid is unable to deliver the power needed in a timely manner. The Company believes that LNG offers speed to market and the ability to store significant volumes of natural gas in the event the data center is unable to access the electrical grid or natural gas delivered by a pipeline. The data center market is expected to drive a significant increase in the demand for multi-year remote power generation. In February 2026, the Company executed a multi-year take-or-pay contract to supply LNG for behind-the-meter power generation for a provider of remote and temporary power generation and energy services 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 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 its strategic focus on growing, high-value vertical markets.

Other Beneficial Attributes that Should Continue to Increase the Market for LNG

Lower Emissions than Alternative Fossil Fuels. Natural gas contains less carbon than most other fossil fuels and, as a result, produces fewer carbon dioxide emissions when burned. The National Energy Technology Laboratory indicates that new natural gas power plants emit between 50% and 60% less carbon dioxide compared with emissions from a typical coal plant. The Argonne National Laboratory indicates that natural gas vehicles produce between 13% and 21% fewer greenhouse gas emissions than comparable gasoline and diesel fueled vehicles. Additional studies indicate that natural gas also produces lower particulate matter and sulfur emissions than other fossil fuels. We believe the relative environmental benefits of natural gas as a fuel are becoming increasingly important as our customers expand their corporate sustainability mandates to lower greenhouse gas emissions and increase decarbonization initiatives.

LNG Remains Less Expensive than Other Traditional Fuels. The cost of natural gas compared to other energy sources is a significant driver for the future demand for natural gas and LNG. Technological advances in natural gas production have unlocked significant new gas reserves in North America. We believe that these proven, abundant and growing reserves of natural gas have the potential to produce among the highest volumes of natural gas in the world. This abundant supply of natural gas has supported relatively low natural gas prices in North America. The cost of natural gas in the United States and Canada currently is less than the cost of crude oil on an energy equivalent basis. In addition, because the price of the natural gas commodity makes up a smaller portion of the total cost of LNG relative to the commodity portion of competing fuels, the price of LNG is less sensitive to variations in the underlying commodity cost. These factors have made LNG more economical than competing fuel sources, and we believe that LNG will maintain this cost advantage into the foreseeable future.

The following chart illustrates the lower cost and decreased price sensitivity of LNG compared to propane and diesel, by comparing the historical wholesale price of Propane, Ultra-Low No. 2 Diesel, Indicative Liquefied Natural Gas and Natural Gas (Henry Hub).

ULSD, Propane & LNG pricing- December 31, 2015 to December 31, 2025

Better Safety than Alternative Fuels. The physical characteristics of LNG make it a safer and more environmentally friendly fuel when compared to diesel and propane because it boils and dissipates rapidly into the air when spilled instead of pooling on or near the ground. If released, LNG is also less combustible than diesel and propane because it ignites at relatively high temperatures and within a narrow flammability range when mixed with air. In addition, LNG fuel tanks and systems used in natural gas applications are subjected to a number of required federal and state safety tests, such as fire, environmental hazard, burst pressure and crash testing that enhance their safety.

Established LNG Production and Distribution Technology. Small-scale LNG production and distribution technologies have been proven and are now widely available from multiple vendors. Small-scale liquefiers are available in modular formats from several vendors and many of them have established track records of reliable and safe operating performance. LNG transport trailers, storage vessels, and vaporization equipment are also available from multiple vendors, and most of this equipment also comes with an established operating track record. We believe that the availability of proven small-scale LNG production and distribution technologies reduces the technology risk in growing the industry, but it also places a premium on the owner’s or operator’s construction and operating capabilities.

Our Customers

Stabilis serves customers in a variety of end markets, including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, remote power and utility markets within North America. We believe these customer markets are well suited to use LNG because they consume relatively high volumes of fuel, operate in mobile, temporary or off-pipeline locations, have limited access to alternative fuel sources, and/or are facing increasingly stringent emissions or other environmental requirements. We currently serve approximately 20 customers. For the year ended December 31, 2025, Carnival Corporation, Aggreko Plc and Space Exploration Technologies Corp each accounted for more than 10% of our revenues. During such period, no other purchaser accounted for 10% or more of our revenue.

Aerospace / Rocket Propulsion. The Aerospace industry utilizes LNG as a propellant for rocket propulsion systems and LNG provides an economical, clean burning, and easily stored fuel for rocket engines. Aerospace firms may also utilize LNG for power generation at remote facilities.

Agriculture. The Agriculture industry utilizes LNG to power high horsepower engines, greenhouses and also for agricultural dryers for generating heat as LNG has a clean and consistent burn that makes heating operations more predictable.

Oil and Gas. Oil and Gas producers use high horsepower engines and turbines to power their drilling and pressure pumping operations. LNG displaces some of the total diesel fuel consumption in these applications using dual-fuel engine technology. We believe that oil and gas producers can use LNG to reduce fuel costs and to meet environmental emissions requirements.

Industrial. Industrial applications for LNG include sand and aggregate producers, asphalt plants, food processers, paper mills, and general manufacturing facilities. LNG often replaces propane, fuel oil, or diesel fuel in these applications. These customers often cannot justify the cost of new pipeline infrastructure and using LNG requires minimal up-front costs, regulatory approvals, and lead times. We believe LNG is optimal for these applications because it is cost-effective with stable pricing, offers consistent supply without curtailments, provides an energy density that minimizes storage requirements, and has a clean and consistent burn that makes heating operations more predictable. 

Marine Bunkering of LNG. Vessels such as container ships, tankers and cruise ships increasingly use LNG as a fuel source. Using LNG allows vessel operators to meet strict emission requirements that are better achieved using LNG instead of using common marine fuels, such as heavy fuel oil. Large marine vessels such as container ships can take several hundred thousand gallons of LNG in a single fuel bunkering event. During the fourth quarter of 2025, the Company concluded a multi-year customer LNG supply bunkering contract in accordance with its terms. The completed contract was for truck-to-vessel LNG marine bunkering services in Galveston, Texas. The marine customer did not extend the agreement due to the unavailability of a suitable Jones Act-compliant LNG bunkering vessel during the contemplated extension period. The contract accounted for approximately 32% of 2025 revenues.
 

The Company is working to replace this contract and has executed two, ten-year LNG supply bunkering agreements with cruise vessel operators to supply LNG beginning in 2027 and to anchor development of a proposed new 350,000 gallon-per-day, waterfront LNG liquefaction facility in Galveston, Texas (the "Galveston LNG liquefaction facility"). Conditions precedent to the LNG supply bunkering agreements include the Company successfully finalizing project financing by the first quarter 2026 and completing construction of the above proposed Galveston LNG liquefaction facility by the second quarter 2028. With the construction of the facility, the Company also plans to commission a dedicated Jones Act-compliant LNG bunkering vessel to serve the Port of Galveston to transport LNG from the facility directly to customer vessels. Together, the proposed Galveston LNG liquefaction facility and new bunkering vessel are expected to create a fully integrated, last-mile LNG delivery solution for customers for years to come. The new facility will be strategically located to serve cruise vessel customers as well as additional marine end markets such as container ships, car carriers, tankers, and bulk carriers in the Port of Galveston, Port of Houston, and surrounding Gulf Coast markets. The Company continues to advance its proposed Galveston liquefaction facility, along with a Jones Act-compliant LNG bunkering vessel, toward an expected FID. The Company has secured customer commitments for approximately 56% of the project’s proposed 350,000 gallons-per-day (“gpd”) capacity and is engaged in late-stage discussions with multiple potential customers to secure the remaining available offtake. The total capital required for the project is estimated at $350 million to $400 million. Financing for the project is progressing with counterparties conducting detailed due diligence and active negotiations on definitive documentation and key commercial terms. Upon completion, the proposed Galveston LNG liquefaction facility is anticipated to increase Stabilis' liquefaction capacity from 130,000 gallons per day to 480,000 gallons per day.

Mining. Mines, including those producing metals, rare earth materials, and coal, are often located in remote locations that are off the electrical grid and do not have natural gas pipeline access. Mines use LNG to fuel electrical generators and to produce heat for their processing activities. Mines also use LNG as a fuel for their mine trucks and other high horsepower engine equipment. In addition to fuel cost benefits, LNG can help reduce emissions at mines that are often located in environmentally sensitive areas.

Pipeline and Utilities. LNG usage in utility and pipeline applications varies by project type. North America has an expansive network of pipelines that, based on age and increasingly more stringent regulations, require routine testing and maintenance. During such events LNG fueling solutions can provide flow assurance to address natural gas supply interruptions during pipeline hydrostatic testing, repairs, gas distribution system curtailments, or unplanned outages. Such solutions can also provide a bridge for large industrial or utility customers before permanent pipelines are installed.

Remote Power including for Data Centers.  Data centers require a significant amount of electrical power and redundancy including the ability to self generate power when the electrical grid is unable to deliver the power needed in a timely manner. LNG can provide rapid deployable clean distributed power when access to an electrical grid is limited, additional power is needed during times of peak load, delays in construction of infrastructure, or power infrastructure is damaged due to storms such as hurricanes or wildfires. During the fourth quarter of 2025, the Company concluded a multi-year contract for temporary remote power in Louisiana in accordance with its terms. The contract accounted for approximately 19% of 2025 revenues. However, 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 and energy services 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 its strategic focus on growing, high-value vertical markets.

China. Through our 40% interest in BOMAY, we provide power and control systems for the energy market in China.

Competitive Strengths

Stabilis believes that we are well positioned to execute our business strategies based on the following competitive strengths:

LNG is an economically and environmentally attractive product. Stabilis believes that many of our customers use LNG because it can significantly reduce harmful carbon dioxide, nitrogen oxide, sulfur, particulate matter, and other emissions as compared to other hydrocarbon-based fuels. We also believe that the combination of cost and environmental benefits makes LNG a compelling fuel source for many energy consumers. We believe that LNG can be delivered to customers at prices that are lower and more stable than what they would pay for distillate fuels or propane. In addition, LNG as a fuel may decrease operating costs by reducing equipment maintenance requirements and providing more consistent burn characteristics. U.S. natural gas supplies are price advantaged and face less price volatility versus natural gas from outside the U.S.

Demonstrated ability to execute LNG projects safely and cost effectively. Stabilis has produced and delivered over 580 million gallons of LNG to our customers throughout our 22-year operating history. Our experience includes building and operating LNG production facilities, delivering LNG from third-party sources to our customers, and designing and executing a wide-variety of turnkey LNG fueling solutions for our customers using our cryogenic equipment fleet supported by our engineers and field service teams. We have experience serving customers in multiple end markets including aerospace, agriculture, industrial, marine bunkering, mining, oil and gas, pipeline, remote power and utilities. We also have experience exporting LNG to Mexico, Canada and Europe. Finally, we believe our team is among the most experienced in the small-scale LNG industry. We believe that we can leverage this proven LNG execution experience to grow our business in existing markets and expand our business into new markets.

Comprehensive provider of “virtual natural gas pipeline” solutions throughout North America. Stabilis offers our customers a comprehensive off-pipeline natural gas solution by providing the supply infrastructure, transportation and logistics, and field service support necessary to deliver LNG in a program that is tailored to their consumption needs. We believe we own one of the largest fleets of small-scale cryogenic transportation, storage, and vaporization equipment in North America. We can provide our customers LNG and related services for a wide variety of applications almost anywhere in the United States, Canada and Mexico. We believe that our ability to be a “one stop shop” for all of our customers’ off-pipeline natural gas requirements throughout North America is unique among LNG providers.

Ability to leverage existing LNG production and delivery capabilities into new markets. Stabilis believes that our experience producing and distributing LNG can be leveraged to grow into new geographic and service end markets. Since our founding we have expanded our service area across the United States, northern Mexico, and western Canada. We have also expanded our industry coverage to include multiple new end markets and customers. We accomplished this expansion into new markets by leveraging our LNG production and distribution expertise, in combination with our cryogenic engineering and project development capabilities, to meet new customer needs.

Competition

The market for LNG is highly competitive and we have multiple competitors for fuel. Stabilis believes the biggest competition for LNG in many applications is distillate fuels, such as diesel and marine gas oil, and propane as they power the majority of engines and generators in our target markets. We also compete with other fuel sources including pipeline natural gas and compressed natural gas ("CNG"). 

Stabilis competes with other natural gas companies, as well as other fossil fuel sources, based on a variety of factors, including, among others, cost, supply, availability, quality, emissions, and safety of the fuel. Location is often a primary competitive factor as transportation costs limit the distance LNG can be transported at competitive prices. We believe we compare favorably with many of our competitors on the basis of these factors. However, some of our competitors have longer operating histories and market-based experience, larger customer bases, more expansive brand recognition, deeper market penetration and substantially greater financial, marketing and other resources than our business. As a result, they may be able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends, devote greater resources to the development, promotion and sale of their products, adopt more aggressive pricing policies, dedicate more effort to infrastructure and systems development in support of their business or product development activities and exert more influence on the regulatory landscape that impacts the natural gas fuel market. Additionally, utilities and their affiliates typically have unique competitive advantages, including a lower cost of capital, substantial and predictable cash flows, long-standing customer relationships, greater brand awareness, and large sales and marketing organizations.

Within Stabilis' predominately land-based commercial and industrial (C&I) markets, Stabilis does not believe that we compete with mid-scale and world-scale LNG liquefiers that produce more than 1,700,000 gallons per day (approximately 2,700 tonnes per day or 1.0 MTPA). These large LNG production facilities typically are designed and permitted to fill large marine vessels that deliver cargos of 26.5 million gallons (approximately 42,200 tonnes) of LNG or more to large import terminals in foreign markets.  We do not believe that any of them currently have or plan to have truck loading facilities that would be required to supply LNG to small-scale LNG customers.

Sales and Marketing

Stabilis markets our products and services primarily through our direct sales force, which includes sales representatives covering all of our major geographic and customer vertical markets, as well as attendance at trade shows and participation in industry conferences and events. Our technical, sales and marketing teams also work closely with federal, state and local government agencies to provide education about the value of natural gas as a fuel and to keep abreast of proposed and newly adopted regulations that affect our industry.

Seasonality

We did not experience significant seasonal variations in volume of LNG delivered to our customers during 2025, and we do not expect future volumes to be significantly impacted by seasonal variations. However, our revenues are susceptible to variations due to changes in the price of natural gas. The price of natural gas can fluctuate at any time during the year due to isolated factors, but on average, natural gas prices tend to be higher in peak winter and peak summer months when heating and cooling demand is seasonally higher.

Government Regulation and Environmental Matters

Stabilis is subject to a variety of federal, international, state, provincial and local laws and regulations relating to the environment, health and safety, labor and employment, building codes and construction, zoning and land use, public reporting and taxation, among others. Any changes to existing laws or regulations, the adoption of new laws or regulations, or failure by us to comply with applicable laws or regulations could result in significant additional expense to us or our customers or a variety of administrative, civil and criminal enforcement measures, any of which could have a material adverse effect on our business, reputation, financial condition and results of operations. Regulations that significantly affect our operating activities are described below. We cannot estimate the costs that may be required for us to comply with potential new laws or changes to existing laws, and these unknown costs are not contemplated by our existing customer agreements or our budgets and cost estimates. We believe that we are in compliance with all environmental and other governmental regulations. Compliance with these regulations has not had a material effect on our capital expenditures, earnings or competitive position to date, but new laws or regulations or amendments to existing laws or regulations to make them more stringent could have such an effect in the future.

Construction and Operation of LNG Liquefaction Plants. To build and operate LNG liquefaction plants, Stabilis must apply for facility permits or licenses that address many factors, including building codes, storm water and wastewater discharges, waste handling, and air emissions related to production activities and equipment operation. The construction of LNG plants must also be approved by local planning boards and fire departments.

Transportation of LNG. International, federal and state safety standards require that LNG is moved by qualified drivers in cryogenic containers designed for LNG transportation. Drivers are subject to U.S. Department of Transportation (“USDOT”) regulations, such as Federal Motor Carrier Safety Administration (“FMCSA”), Hazardous Materials Regulations, and state certification requirements, such as certifications by the Alternative Energy Division of the Railroad Commission of Texas. Cryogenic containers have to undergo annual USDOT visual inspections and periodic pressure tests. Motor vehicles equipped with an LNG container or other motor vehicles used principally for transporting LNG in portable containers in Texas have to be registered with the Railroad Commission of Texas. The U.S. Coast Guard exercises regulatory authority over waterfront facilities that handle LNG and oversees LNG-related bunkering and vessel fuel transfers.

Transfer of LNG. Transfer of LNG occurs between transport trailers, permanent and temporary facilities as well as marine facilities and vessels. Marine transfers can occur on the shore side to or from a vessel or from vessel to vessel. International, Federal, State and local safety standards and operational regulations require the transfer of LNG to be conducted in accordance with specific written safety standards and operational procedures. These procedures require that trained, qualified personnel be in attendance and manage all transfer operations.

Storage and Vaporization of LNG at Customer Sites. To install and operate both temporary and permanent storage and vaporization equipment, Stabilis may apply for permits or licenses that address many factors, including waste handling and air emissions related to onsite storage and equipment operation or consult with customers so they may apply for needed permits. The operation and siting of storage and vaporization of LNG may also require approval by local planning boards and fire departments.

Human Capital Resources

Stabilis believes that one of its key assets is the collective expertise, experience and diversity of its workforce. The Company depends on all of its employees, including its executive officers and senior management, to successfully operate its businesses and to successfully execute its strategy going forward. As of December 31, 2025, Stabilis had 85 employees, all of whom were full-time employees. We believe our relations with employees are satisfactory. None of our employees are currently subject to a collective bargaining agreement.

Stabilis seeks to attract and retain its employees by offering competitive compensation packages including base and incentive compensation, attractive benefits and opportunities for advancement and rewarding careers. The Company periodically reviews and adjusts, if needed, its employees’ compensation to ensure that it is competitive within the industry and is consistent with their level of performance. Stabilis considers employee benefits to be an important part of employee total compensation. For this reason, the Company’s benefits include insurance programs for medical, dental, vision, short- and long-term disability, accidental death and disability, and accident, as well as a 401(k) contribution retirement plan. The Company’s ability to attract employees is also significantly influenced by our efforts to create a culture of opportunity, personal growth, respect, collaboration and an appreciation of the diverse backgrounds, skills, and contributions that its employees offer.

Stabilis strives to provide its people with all of the tools and support necessary for them to succeed and safely perform their duties. The safety of its employees, contractors, customers and communities is paramount to the Company’s success. To ensure safe, reliable and efficient operations in a highly regulated environment, the Company supports and utilizes various employee training, educational programs as well as safety programs with detailed safety and health related procedures that all employees are required to follow.

Intellectual Property

The intellectual property portfolio of Stabilis and its subsidiaries includes patents and trademarks. The Company has a patent in the US, Canada and Mexico for the use of natural gas for well enhancement. The Company has one patent for rotary fluid processing systems and a US patent for a gas processing system. The last patent to expire in the U.S. will expire in July 2039, absent any adjustments or extensions. The Company has ten U.S. trademark registrations and one foreign trademark registration (Canada). The Company has no pending trademark applications.

Background and History

The Company was originally incorporated in Florida on October 21, 1996 as American Access Technologies, Inc., a Florida corporation. On May 15, 2007, American Access Technologies, Inc. completed a business combination with M&I Electric Industries, Inc. (“M&I” or “M&I Electric”), a Texas corporation, and changed its name to American Electric Technologies, Inc. On August 12, 2018, all of the U.S. business operations of American Electric Technologies, Inc. based in the United States (“U.S.”) were sold to an affiliate of Myers Power Products, Inc. As a result, 100% of the company’s ongoing business was from international operations conducted through a Brazilian subsidiary, and an interest in a Chinese joint venture.

On July 26, 2019 the Company completed a share exchange (the "Share Exchange") whereby the Company acquired directly 100% of the outstanding limited liability company membership interests of Stabilis Energy, LLC (“Stabilis LLC”) from LNG Investment Company, LLC (“LNG Investment”) and 20% of the outstanding limited liability membership interests of PEG Partners, LLC (“PEG”) from AEGIS NG LLC (“AEGIS”). AEGIS owned a 20% noncontrolling interest of PEG. The remaining 80% of the outstanding limited liability company interests of PEG were owned directly by Stabilis LLC. As a result, Stabilis LLC became a direct 100% owned subsidiary of American Electric and PEG became an indirectly-owned 100% subsidiary of American Electric. Under the Share Exchange Agreement, American Electric issued 13,178,750 post-split shares of common stock to acquire Stabilis LLC, which represented approximately 90% of the total amount of common stock of American Electric, which was issued and outstanding as of July 26, 2019. Immediately following the Share Exchange, the Company declared a reverse stock split of its outstanding common stock at a ratio of one-for-eight, and changed its name to Stabilis Energy, Inc.

Available Information

Stabilis’ principal executive office is located at 11750 Katy Freeway, Suite 900, Houston, Texas 77079. Our telephone number is 832-456-6500 and our website address is www.stabilis-solutions.com. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. The reference to Stabilis’ website is not intended to incorporate the information on the website into this report or any of our filings with the SEC. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. This annual report on Form 10-K, including all exhibits and amendments, has been filed electronically with the SEC.

ITEM 1A. RISK FACTORS

Investing in shares of our common stock involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this report in evaluating an investment in our common stock. If any of the following risks were to occur, our business, financial condition, results of operations, and cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline and you could lose all or part of your investment. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations.

Risks Related to Our Business

Our ability to implement our business strategy may be materially and adversely affected by many known and unknown factors.

Our business strategy relies upon our future ability to successfully market LNG to end-users, develop and maintain cost-effective logistics in our supply chain and construct, develop and operate energy-related infrastructure in North America. Our business strategy assumes that we will be able to expand our operations further in North America; enter into strategic, long-term purchase and supply contracts with end-users, power utilities, LNG providers, transportation companies, financing counterparties and other partners; acquire and transport LNG at attractive prices; continue to develop our logistics infrastructure into efficient and profitable operations; construct or acquire liquefaction facilities; obtain approvals from all relevant federal, international, state and local authorities, as needed, for the construction and operation of these projects; and obtain long-term capital appreciation and liquidity with respect to such investments. These assumptions are subject to significant economic, competitive, regulatory and operational uncertainties, contingencies and risks, many of which are beyond our control. We may also acquire operating businesses or other assets in the future to further our business strategy. Any such acquisitions would be subject to significant risks and contingencies, including the risk of integration, and we may not be able to realize the benefits of any such acquisitions.

Our future ability to execute our business strategy is uncertain, and it can be expected that one or more of the following factors will prove to be incorrect or that we will face unanticipated events and circumstances that may adversely affect our business which may adversely affect our financial condition, results of operations and ability to execute our business strategy:

Any failure to perform by our counterparties under agreements may adversely affect our operating results, liquidity and access to financing.

Our business involves our entering into various purchase and sale and other transactions with numerous third parties (commonly referred to as “counterparties”). In such arrangements, we are exposed to the performance and credit risks of our counterparties, including the risk that one or more counterparties fails to perform its obligation to make deliveries of commodities and/or to make payments. These risks may increase during periods of commodity price volatility. Defaults by suppliers and other counterparties may adversely affect our operating results, liquidity and access to financing.

Cyclical or other changes in the demand for and price of LNG and natural gas may adversely affect our business and the performance of our customers which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and ability to execute our strategy.

Our business generally is based on assumptions about the future availability and price of natural gas and LNG markets. Natural gas and LNG prices have at various times been and may become volatile due to one or more of the following factors:

Adverse trends or developments affecting any of these factors could result in decreases in the prices at which we are able to sell LNG and natural gas and related services or increases in the prices we have to pay for natural gas or LNG, which could materially and adversely affect the performance of our customers, and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and ability to execute our strategy.

Operation of our LNG infrastructure, liquefaction and other facilities involves significant risks.

The operation of our LNG infrastructure, liquefaction and other facilities involve particular, significant risks that could involve interruption of our operations, including, among others: performing below expected levels of efficiency, breakdowns or failures of equipment, operational errors by trucks, operational errors by us or any contracted facility operator, industrial accidents, labor disputes and weather-related or natural disasters. Additional risks include, but are not limited to: failure to maintain the required license(s) or other permits required to operate our plants; failure in health and safety performance and management of health and safety risks; failure to comply with applicable laws and regulations, including environmental laws and regulations; failure to properly manage environmental risks, including pollution, contamination, and exposure to hazardous materials; the inability, or failure, of any counterparty to any plant-related agreements to perform their contractual obligations to us and planned and unplanned power outages due to maintenance, expansion and refurbishment. We cannot assure you that future occurrences of any of the events listed above or any other events of a similar or dissimilar nature would not significantly decrease or eliminate the revenues from, or significantly increase the costs of operating expenses related to our LNG infrastructure, liquefaction or other operation which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute of our strategy.

Any failure in health and safety performance from our operations may result in an event that causes personal harm or injury to our employees, other persons, and/or the environment, as well as the imposition of injunctive relief and/or penalties for non-compliance with relevant regulatory requirements or litigation. Such a failure, or a similar failure elsewhere in the energy industry (including, in particular, LNG liquefaction, storage, transportation or regasification operations), could generate public concern, which may lead to new laws and/or regulations that would impose more stringent requirements on our operations, have a corresponding impact on our ability to obtain permits and approvals, and otherwise jeopardize our reputation or the reputation of our industry as well as our relationships with relevant regulatory agencies and local communities. Individually or collectively, these developments could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy.

Construction of new LNG infrastructure including new liquefaction and other facilities involves significant risks.

Included in our near-term and long-term growth strategy, is the completion of the construction of our proposed Galveston LNG liquefaction facility which will require significant amounts of capital during construction and involves numerous operational, regulatory, environmental, political, legal and economic risks beyond our control and may require the expenditure of significant amounts of capital during construction and thereafter. These potential risks include, among other things, the following:

In the event we are unable to obtain financing to construct the proposed Galveston LNG liquefaction facility, or are unable to complete the construction on time, the counterparties to our bunkering agreements may terminate such agreements, which would have an adverse effect on our financial condition and results of operations. Even if the proposed Galveston LNG facility is completed, unanticipated additional costs, or failure to secure agreements to utilize the full capacity of the facility could have an adverse effect on our financial condition and results of operations.

We expect to be dependent on contractors for the successful completion of our energy-related infrastructure.

Timely and cost-effective completion of energy-related infrastructure, including maintenance and expansion of existing liquefaction facilities, as well as construction of future projects, in compliance with agreed specifications is central to our business strategy and is highly dependent on the performance of our contractors. The ability of our contractors to perform successfully under their agreements with us is dependent on a number of factors, including the contractor’s ability to:

Until we have entered into an Engineering, Procurement and Construction (“EPC”) contract for a particular project, in which the EPC contractor agrees to meet our planned schedule and projected total costs for a project, we are subject to potential fluctuations in construction costs and other related project costs. Although some agreements may provide for liquidated damages if the contractor fails to perform in the manner required with respect to certain of its obligations, the events that trigger a requirement to pay liquidated damages may delay or impair the operation of the applicable facility, and any liquidated damages that we receive may be delayed or insufficient to cover the damages that we suffer as a result of any such delay or impairment. The obligations of our primary building contractor and other contractors to pay liquidated damages under their agreements with us are subject to caps on liability, as set forth therein. Furthermore, we may have disagreements with our contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under our contracts and increase the cost of the applicable facility or result in a contractor’s unwillingness to perform further work. If any contractor is unable or unwilling to perform according to the negotiated terms and timetable of its respective agreement for any reason or terminates its agreement for any reason, we would be required to engage a substitute contractor, which could be particularly difficult in certain of the markets in which we operate or plan to operate. This would likely result in significant project delays and increased costs, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy. Additionally, in certain instances, we may be jointly and severally liable for our contractor's actions or contract performance.

 We may be unable to integrate additions of new equipment and personnel to successfully deliver to our customers.

Meeting our obligations to our customers, including our newly executed multi-year on-site power generation contract for a data center, will require additions of new equipment and personnel. The supply agreement will require investment of up to $25.0 million in capital additions and near-term working capital needed to fund the start-up of the project. In the event, the data center is unable to properly integrate LNG into their operations, if we are unable to integrate additions of new equipment and personnel necessary to successfully deliver LNG to the customer, or if our sources of LNG are inadequate to service this contract, we may incur losses in cash flow and loss to our reputation related to future projects.

Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.

Our current operations and future projects are subject to the inherent risks associated with the operation of LNG infrastructure as well as liquefaction and other facilities including explosions, pollution, release of toxic substances, fires, seismic events, hurricanes and other adverse weather conditions, and other hazards, each of which could result in significant delays in commencement or interruptions of operations and/or result in damage to or destruction of our facilities and assets or damage to persons and property. In addition, such operations and the modes of transport of third parties on which our current operations and future projects may be dependent face possible risks associated with acts of aggression or terrorism. Some of the regions in which we operate are affected by hurricanes or tropical storms. We do not, nor do we intend to, maintain insurance against all of these risks and losses. In particular, we do not carry business interruption insurance for hurricanes and other natural disasters. Therefore, the occurrence of one or more significant events not fully insured or indemnified against could create significant liabilities and losses which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy. In addition, our insurance may be voidable by the insurers as a result of certain of our actions.

We maintain insurance against certain risks and losses; however, the occurrence of a significant event that is either uninsured or not fully insured or indemnified against could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy. Further, we may be unable to procure adequate insurance coverage at commercially reasonable rates in the future.

Existing and future environmental, health and safety laws and regulations could result in increased compliance costs or additional operating costs or construction costs and restrictions.

Our business is now and will in the future be subject to extensive federal, international, state and local laws and regulations both in the United States and in other jurisdictions where we operate that regulate and restrict, among other things, the siting and design of our facilities, discharges to air, land and water, the handling, storage and disposal of hazardous materials, and remediation associated with the release of hazardous substances. Many of the federal and state laws with respect to these impose liability, without regard to fault or the lawfulness of the original conduct. As the owner and operator of our facilities and as generators of and arrangers for the transport and disposal of regulated wastes, we could be liable for the costs of cleaning up any such hazardous substances that may be released into the environment at or from our facilities or facilities to which wastes or hazardous substances were transported or disposed, for resulting damage to natural resources, and for certain health studies. We are also subject to laws, regulations regulatory permits, approvals and authorizations, including, but not limited to:

The Clean Air Act (“CAA”) and Clean Water Act (“CWA”), and analogous state laws and regulations that restrict or prohibit the types, quantities and concentration of substances that can be emitted or discharged into the environment in connection with the construction and operation of our facilities which may also require us to obtain and maintain permits and provide governmental authorities with access to our facilities for inspection and reports related to compliance.

The Resource Conservation and Recovery Act (“RCRA”) and analogous state laws which may impose detailed requirements for the generation, handling, storage, processing, treatment and disposal of nonhazardous and hazardous solid wastes. Wastes listed as hazardous wastes or that have hazardous characteristics are subject to more stringent requirements than those considered nonhazardous.

The Occupational Safety and Health Act (“OSHA”) and comparable state statutes whose purpose is to protect the health and safety of workers.

The Emergency Planning and Community Right-to-Know Act, the general duty clause and Risk Management Planning regulations promulgated under section 112(r) of the CAA and comparable state statutes and any implementing regulations that require recordkeeping and disclosure of information about hazardous materials used or produced in our operations and require that this information be provided to employees, state and local governmental authorities and citizens. These laws also require the development of risk management plans for certain facilities to prevent accidental releases of extremely hazardous substances and to minimize the consequences of such releases should they occur.

U.S. Coast Guard (“USCG”). The USCG exercises regulatory authority over waterfront facilities that handle LNG under 33 C.F.R. Part 127, which establishes detailed requirements for the siting, design, construction, equipment, operations, maintenance, personnel qualifications, fire protection, and security of marine transfer areas associated with LNG. These regulations govern both new and existing LNG waterfront facilities and prescribe standards for transfer operations, emergency shutdown systems, sensing and alarm equipment, personnel training, recordkeeping, inspections, and security protocols. The USCG also oversees LNG-related bunkering and vessel fuel transfer operations, issuing and updating risk-based guidelines through Policy Letters to address evolving alternative marine fuels. These guidelines require us to undertake structured risk assessments, provide advance notice to the Captain of the Port, and demonstrate compliance with safety, personnel qualification, and operational requirements.

Pipeline Hazardous Materials Safety Administration (“PHMSA”). PHMSA has promulgated detailed regulations governing LNG facilities under its jurisdiction to address LNG facility siting, design, construction, equipment, operations, maintenance, personnel qualifications and training, fire protection and security. State and local regulators can impose similar siting, design, construction and operational requirements. Additional approvals of the Department of Energy (“DOE”) may be required under Section 3 of the Natural Gas Act (“NGA”). Certain federal permitting processes may trigger the requirements of the National Environmental Policy Act (“NEPA”), which requires federal agencies to evaluate major agency actions that have the potential to significantly impact the environment. We also must comply with foreign regulations regarding to the extent we transport LNG within Canada and Mexico.

Greenhouse Gases/Climate Change. From time to time, there may be federal and state regulatory and policy initiatives to reduce green house ("GHG") emissions in the United States from a variety of sources. Other federal and state initiatives are being considered or may be considered in the future to address GHG emissions through, for example, United States treaty commitments or other international agreements, direct regulation, a carbon emissions tax, or cap-and-trade programs. The Environmental Protection Agency (“EPA”) has adopted regulations for reporting and controlling GHG emissions from certain air emissions sources under its existing authority under the CAA, and may adopt more stringent regulations in the future. In addition, some states and foreign jurisdictions have individually or in regional cooperation, imposed restrictions on GHG emissions under various policies and approaches, including establishing a cap on emissions, requiring efficiency measures, or providing incentives for pollution reduction, use of renewable energy sources, or use of replacement fuels with lower carbon content.

The adoption and implementation of any U.S. federal, state or local regulations or foreign regulations imposing obligations on, or limiting emissions of GHGs from, our equipment and operations could require us to incur significant costs to reduce emissions of GHGs associated with our operations or could adversely affect demand for natural gas and natural gas products. The potential increase in our operating costs could include new costs to operate and maintain our facilities, permit our facilities, install new emission controls on our facilities, acquire allowances to authorize our GHG emissions, pay taxes related to our GHG emissions, and administer and manage a GHG emissions program. We may not be able to recover such increased costs through increases in customer prices or rates. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products that are deemed to contribute to GHGs, or restrict their use, may reduce volumes available to us for processing, transportation, marketing and storage. These developments could have a material adverse effect on our financial position, results of operations and cash flows.

Fossil Fuels. Our business activities depend upon a sufficient and reliable supply of natural gas feedstock, and are therefore subject to concerns in certain sectors of the public about the exploration, production and transportation of natural gas and other fossil fuels and the consumption of fossil fuels more generally. Legislative and regulatory action, and possible litigation, in response to such public concerns may also adversely affect our operations. We may be subject to future laws, regulations, or actions to address such public concern with fossil fuel generation, distribution and combustion, GHGs and the effects of global climate change. Our customers may also move away from using fossil fuels such as LNG for their power generation needs for reputational or perceived risk-related reasons. These matters represent uncertainties in the operation and management of our business, and could have a material adverse effect on our financial position, results of operations and cash flows.

Failure to comply with any of the above laws and regulations or any other future legislation and regulations could lead to substantial liabilities, fines and penalties or capital expenditures related to pollution control equipment and restrictions or curtailment of operations, which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, and ability to execute our strategy. Further, we cannot control the outcome of any review and approval process, including whether or when any such permits, approvals and authorizations will be obtained, the terms of their issuance, or possible appeals or other potential interventions by third parties, that could interfere with our ability to obtain and maintain such permits, approvals and authorizations or the terms thereof. Accordingly, there is no assurance that we will timely obtain and maintain these governmental permits, approvals and authorizations on favorable terms, or at all. Failure to obtain and maintain any of these permits, approvals or authorizations could have a material adverse effect on our business, financial condition, operating results, cash flows and ability to execute our strategy.

Changes in legislation and regulations could have a material adverse impact on our business, results of operations, financial condition, liquidity and ability to execute our strategy.

Our business is subject to governmental laws, rules, and regulations, and requires permits that impose various restrictions and obligations that may have material effects on our results of operations. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, such as those relating to the liquefaction, storage, or regasification of LNG, or its transportation, exportation, or importation could cause additional expenditures, restrictions and delays in connection with our operations as well as other future projects, the extent of which cannot be predicted and which may require us to limit substantially, delay or cease operations in some circumstances. Revised, reinterpreted or additional laws and regulations that result in increased compliance costs or additional operating costs and restrictions could have an adverse effect on our business, results of operations, financial condition, liquidity and execution of our strategy.

We use third party LNG transportation providers that are subject to various trucking safety regulations, including those which are enacted, reviewed and amended by the Federal Motor Carrier Safety Administration (“FMCSA”). These regulatory authorities exercise broad powers, governing activities such as the authorization to engage in motor carrier operations, driver licensing, insurance requirements, financial reporting and review of certain mergers, consolidations and acquisitions, and transportation of hazardous materials. All federally regulated carriers’ safety ratings are measured through a program implemented by the FMCSA known as the Compliance Safety Accountability (“CSA”) program which measures a carrier’s safety performance. The quantity and severity of any violations are compared to a peer group of companies of comparable size and annual mileage. If a company rises above a threshold established by the FMCSA, it is subject to action from the FMCSA and ultimately revocation of the company’s operating authority if the issues are not corrected. To a large degree, intrastate motor carrier operations are subject to state and/or local safety regulations that mirror federal regulations but also regulate the weight and size dimensions of loads. Applicable regulatory requirements and limitations are subject to change, either through new regulations enacted on the federal, state or local level, or by new or modified regulations that may be implemented under existing law. Any changes in trucking operations due to changes in regulations or loss of a LNG transportation provider could have an adverse effect on our business, results of operations, financial condition, liquidity and execution of our strategy.

Global climate change may in the future increase the frequency and severity of weather events and the losses resulting therefrom, which could have a material adverse effect on the economies in the markets in which we operate or plan to operate in the future and therefore on our business.

There is a growing concern today that climate change increases the frequency and severity of extreme weather events and, in recent years, the frequency of major weather events appears to have increased. We cannot predict whether or to what extent damage that may be caused by natural events, such as severe tropical storms and hurricanes, will affect our operations or the economies in our current or future market areas, but the increased frequency and severity of such weather events could increase the negative impacts to economic conditions in these regions and result in a decline in the value or the destruction of our liquefiers, construction in progress and downstream facilities or affect our ability to transport LNG. In particular, if one of the regions in which we operate is impacted by such a natural catastrophe in the future, it could have a material adverse effect on our business. Further, the economies of such impacted areas may require significant time to recover and there is no assurance that a full recovery will occur. Even the threat of a severe weather event could impact our business, financial condition or the price of our common stock.

Other natural or man-made disasters could result in an interruption of our operations, a delay in the completion of future facilities, higher construction costs or the deferral of the dates on which payments are due under our customer contracts, all of which could adversely affect us.

Other disasters such as explosions, fires, seismic events, floods or accidents, could result in damage to, or interruption of operations in our supply chain, including at our facilities or related infrastructure, as well as delays or cost increases in the construction and the development of our proposed facilities or other infrastructure.

If one or more trailers, terminals, pipelines, facilities, equipment or electronic systems that we own, lease or operate or that deliver products to us or that supply our facilities and our customers’ facilities are damaged by a natural or other disaster, accident, catastrophe, terrorist or cyber-attack or event, our operations could be significantly interrupted. These delays and interruptions could involve significant damage to people, property or the environment, and repairs could take a week or less for a minor incident to six months or more for a major interruption. Any event that interrupts the revenues generated by our operations, or that causes us to make significant expenditures not covered by insurance, could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy.

We may not be able to purchase or receive physical delivery of natural gas in sufficient quantities and/or quality or at economically attractive prices to satisfy our delivery obligations under our commercial agreements, which could have a material adverse effect on our business.

We may not be able to purchase or receive physical delivery of sufficient quantities and/or quality of LNG or natural gas to satisfy delivery obligations either for our own liquefaction facilities or third party LNG suppliers, or both, which may provide customers with the right to terminate our commercial agreements. In addition, price fluctuations in natural gas and LNG may make it expensive or uneconomical for us to acquire adequate supply of these items. If LNG were to become unavailable for current or future volumes of natural gas due to repairs or damage to supplier facilities or pipelines, lack of capacity or any other reason, our ability to continue delivering natural gas to end-users could be restricted, thereby reducing revenues. Any permanent interruption at any key LNG supply chains that causes a material reduction in volumes could have a material adverse effect on our business, financial condition, operating results, cash flow, liquidity and ability to execute our strategy.

We face competition based upon market price for LNG or natural gas.

Our business is subject to the risk of natural gas and LNG price competition which may prevent us from entering into new or replacement customer contracts on economically comparable terms to existing customer contracts, or at all which could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy. Factors which may negatively affect potential demand for LNG from our business are diverse and include, among others:

Decreased demand for natural gas may result in significant price competition and decrease the prices we are able to charge, which would have a material adverse effect on our results of operations, financial condition and ability to execute our strategy.

Technological innovation may render our liquefaction processes obsolete or significantly decrease the demand of LNG as a fuel source for our customers.

The success of our current operations and future projects will depend in part on our ability to create and maintain a competitive position in the natural gas liquefaction industry. Although we plan to utilize proven technologies such as those currently in operation at our George West and Port Allen liquefiers, we do not have any exclusive rights to any of these technologies. In addition, such technologies may be rendered obsolete or uneconomical by legal or regulatory requirements, technological advances, more efficient and cost-effective processes or entirely different approaches developed by one or more of our competitors or others. Failure to keep up with the pace of technological innovation could materially and adversely affect our business, ability to realize benefits from future projects, results of operations, financial condition, liquidity and ability to execute our strategy.

Some of our competitors have greater financial, technological and other resources than we currently possess.

We plan to operate in the highly competitive area of LNG production and face intense competition from independent, technology-driven companies as well as from both major and other independent oil and natural gas companies. Some of these competitors have longer operating histories, have secured access to, or are pursuing development or acquisition of LNG facilities in North America, have more development experience, greater name recognition, larger staffs and substantially greater financial, technical and marketing resources than we currently possess. We also face competition for the contractors needed to build our facilities. The superior resources that some of these competitors have available for deployment could allow them to compete successfully against us, which could have a material adverse effect on our business, ability to realize benefits from future projects, results of operations, financial condition, liquidity and ability to execute our strategy.

Failure of LNG to be a competitive source of energy in the markets in which we operate, and seek to operate, could adversely affect our expansion strategy.

Natural gas competes with other sources of energy, including coal, oil, nuclear, hydroelectric, wind and solar energy, which may become available at a lower cost in certain markets. Our operations are, and will be, dependent upon LNG being a competitive source of energy in the markets in which we operate. In the United States, imported LNG has not developed into a significant energy source. The success of the domestic liquefaction component of our business plan is dependent, in part, on the extent to which natural gas can, for significant periods and in significant volumes, be produced in the United States at a lower cost than the cost to produce some domestic supplies of other alternative energy sources, and that it can be transported at reasonable rates through appropriately-scaled infrastructure. The failure of natural gas to be a competitive supply alternative to oil and other alternative energy sources could adversely affect our ability to deliver LNG or natural gas to our customers in North America or other locations on a commercial basis.

Our risk management strategies cannot eliminate all LNG price and supply risks. In addition, any non-compliance with our risk management strategies could result in significant financial losses.

Our strategy is to maintain a manageable risk balance between LNG purchases and sales or future delivery obligations. Through these transactions, we seek to earn a margin for the LNG purchased by selling LNG for physical delivery to third-party users. These strategies cannot, however, eliminate all price risks. For example, any event that disrupts our anticipated supply chain could expose us to risk of loss resulting from price changes if we are required to obtain alternative supplies to cover these transactions. We are also exposed to basis risks when LNG is purchased against one pricing index and sold against a different index. In addition, our marketing operations involve the risk of non-compliance with our risk management policies. We cannot assure you that our processes and procedures will detect and prevent all violations of our risk management strategies, particularly if deception or other intentional misconduct is involved. If we were to incur a material loss related to commodity price risks, including non-compliance with our risk management strategies, it could have a material adverse effect on our financial position, results of operations and cash flows.

We may experience increased labor costs, and the unavailability of skilled workers or failure to attract and retain qualified personnel could adversely affect us.

We are dependent upon the available labor pool of skilled employees. We compete with other energy companies and other employers to attract and retain qualified personnel with the technical skills and experience required to construct and operate energy-related infrastructure and to provide our customers with the highest quality service. In addition, a tightening labor market may affect our ability to hire and retain skilled labor and require us to pay increased wages.

In addition, we, and our subsidiaries in the United States who hire personnel, are also subject to the Fair Labor Standards Act, which governs such matters as minimum wage, overtime and other working conditions. We are also subject to applicable labor regulations in the other jurisdictions in which we operate, including Mexico. We may face challenges and costs in hiring, retaining and managing our employee base. A shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for us to attract and retain qualified personnel and could require an increase in the wage and benefits packages that we offer, thereby increasing our operating costs. Any increase in our operating costs could materially and adversely affect our business, financial condition, operating results, liquidity and ability to execute our strategy.

We may incur impairments to goodwill or long-lived assets.

We test our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. We test goodwill for impairment annually, or more frequently as circumstances dictate. Significant negative industry or economic trends, and decline of market capitalization, reduced estimates of future cash flows for business segments or disruptions to business could lead to an impairment charge of the long-lived assets, including our goodwill. Our valuation methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and to rely heavily on projections of future operating performance. Projections of future operating results and cash flows may vary significantly from actual results. In addition, if our analysis results in an impairment to our goodwill or long-lived assets, we may be required to record a charge to earnings in our consolidated financial statements during a period in which such impairment is determined to exist, which may negatively impact our operating results.

Environmental, social, and governance (“ESG”) goals, programs, and reporting are being identified by capital providers and investors as a priority for the energy industry, and access to capital and investors for companies not prioritizing ESG may become limited.

Spurred by increasing concerns regarding climate change, the energy industry faces growing demand for corporate transparency and a demonstrated commitment to sustainability goals. ESG goals and programs, which typically include extralegal targets related to environmental stewardship, social responsibility and corporate governance, have become a focus of some investors and shareholders across the industry. While reporting on ESG metrics remains voluntary, access to capital and investors is likely to favor companies with robust ESG programs in place. In addition, if ESG metrics and/or reporting become mandatory, our costs of planning, measuring, monitoring, and reporting on our operations could increase and could have a material adverse effect on our business, contracts, financial condition, operating results, cash flow, liquidity and ability to execute our strategy.

We have operations and investment in foreign countries and we could experience losses from weakening foreign economies as well as unforeseen or unexpected operating, financial, political or cultural factors in these countries.

We currently have operations in Mexico and in China. We could experience losses resulting from weakening foreign economies (including foreign exchange losses), as well as unforeseen or unexpected operating, financial, political or cultural factors in these countries. Strained diplomatic and political relationships between the United States and these foreign countries, along with weaker legal systems, could also adversely affect our investment and business opportunities in these countries. See Note 6 of the Notes to Consolidated Financial Statements for additional information on our investment in the foreign joint venture.

Risks Inherent in an Investment in Us

Investment in us is speculative.

We will continue to incur significant capital and operating expenditures while we develop infrastructure for our supply chain and other future projects. We will need to invest significant amounts of additional capital to implement our strategy. We could experience delays beyond the expected development period, which could create operating losses and negative operating cash flows. Our future liquidity may also be affected by the timing of construction financing availability in relation to the incurrence of construction costs and other outflows and by the timing of receipt of cash flows under our customer contracts in relation to the incurrence of project and operating expenses. Our strategy may not be successful, and if unsuccessful, we may be unable to modify it in a timely and successful manner.

We cannot provide any assurance that we will be able to implement our strategy on a timely basis, if at all, or achieve our internal forecast or that our assumptions will be accurate. Accordingly, an investment in our Company is speculative and subject to a high degree of risk, and you should understand that there is a possibility of the loss of your entire investment.

We may require additional funding from various sources, which may not be available or may only be available on unfavorable terms.

We expect our working capital needs to increase to fund capital expenditures as we expand our operations to include construction of our proposed new Galveston LNG liquefaction facility and for our multi-year, on-site power generation for a data center beginning in 2027. Our current net working capital may not be sufficient to expand our operations in accordance with our strategy. In the future, we may pursue offerings of debt or equity securities or rely on future borrowings of debt to provide additional working capital as well as seek prepayments from customers. We also have working capital requirements driven by the delay between the purchase of and payment for natural gas and the payment terms that we offer our customers. Differences between the date when we pay our LNG supply and service providers and the date when we receive payments from our customers may adversely affect our liquidity and our cash flows.

If we are unable to secure additional funding, or if it is only available on terms that we determine are not acceptable, we may be forced to delay, reduce or eliminate parts of our expansion efforts, or we may otherwise be unable to fully execute our business plan, and our business, financial condition or results of operations may be adversely affected. Our ability to raise additional capital will depend on financial, economic and market conditions and other factors, many of which are beyond our control. We cannot assure you that such additional funding will be available on acceptable terms, or at all. A variety of factors beyond our control could impact the availability or cost of capital, including domestic or international economic conditions, increases in key benchmark interest rates and/or credit spreads, the adoption of new or amended banking or capital market laws or regulations, the re-pricing of market risks and volatility in capital and financial markets, risks relating to the credit risk of our customers and the jurisdictions in which we operate, as well as general risks, including limitations on investment capital, applicable to the energy sector, which may not be available as needed, or may be available in more limited amounts or on more expensive or otherwise unfavorable terms. In the event any of the lenders under these potential debt instruments were unable to perform on its commitments, we may need to seek replacement financing.

If we do not have sufficient working capital, we may not be able to pursue our growth strategy, respond to competitive pressures or fund key strategic initiatives which, in turn, may harm our business, financial condition and results of operations.

We may incur losses over the next several years and may not maintain profitability.

We may incur significant expenses and operating losses for the foreseeable future. The net results the Company incurs may fluctuate significantly from quarter to quarter. We anticipate that our expenses will increase substantially if and as we:

To be and remain profitable, we must develop and execute our strategy which will require us to be successful in a range of challenging activities. We may never succeed in these activities and, even if we do, may never generate revenues that are significant or large enough to achieve profitability. Our failure to become and remain profitable would decrease the value of the Company and could impair our ability to raise capital, maintain our existing business operations and development efforts, expand our business or continue our operations and may require us to raise additional capital that may dilute the ownership interest of common stock holders.

Failure to maintain compliance with debt covenants could give our lenders the right to accelerate payment which could adversely affect our liquidity, our ability to continue expansion efforts and continue normal operations.

The Company believes it will continue to maintain compliance with its debt 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 covenant, which, if not cured or waived, would give AmeriState Bank the right to accelerate repayment of outstanding borrowings under the AmeriSate Secured Term Loan Facility, which totaled $7.2 million as of December 31, 2025. Such acceleration could adversely effect our liquidity, our ability to continue expansion efforts and continue normal operations.

The loss of a significant customer or inability of a significant customer to perform under contract could adversely affect our operating results and ability to generate cash flows.

We currently depend upon a limited number of customers. Our near term ability to generate cash is both dependent on the small number of customers’ continued willingness and ability to perform their obligations under their respective contracts. In the event one of our significant customer fails to perform its obligations under their contracts, our operating results, cash flow and liquidity could be materially and adversely affected, even if we were ultimately successful in seeking damages from any of these customers in the event of a breach of the contract. For the year ended December 31, 2025, Carnival Corporation, Aggreko Plc and Space Exploration Technologies Corp each accounted for more than 10% of our revenues.

Any material nonpayment or nonperformance by our customers could have a materially adverse effect on our financial condition and results of operations. Risks of nonpayment and nonperformance by customers are a consideration in our businesses, and our credit procedures and policies may be inadequate to sufficiently eliminate customer credit risk. As part of our business strategy, we intend to target customers who have not been traditional purchasers of natural gas, including customers in developing countries, and these customers may have greater credit risk than typical natural gas purchasers. Therefore, we may request prepayments in advance for purchasing LNG or our services for certain customers that pose a greater customer credit risk than other companies in the industry. Further, adverse economic conditions in the energy industry increase the risk of nonpayment and nonperformance by customers, particularly customers that have sub-investment grade credit ratings or significant counterparty risks. Finally, we may be unable to collect amounts due or damages we are awarded from certain customers, and our efforts to collect such amounts may damage our customer relationships.

Finally, our customer contracts may contain various termination rights, including, without limitation:

Contracts that we enter into in the future may contain similar provisions. If any of these current or future contracts with significant customers are terminated, such termination could have a material adverse effect on our business, contracts, financial condition, operating results, cash flows, liquidity and ability to execute our strategy.

Raising additional capital may cause dilution to our stockholders or restrict our operations.

We expect to finance our cash needs through a combination of equity offerings and debt financings. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of common stock holders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we are unable to raise additional funds when needed, we may be required to delay, limit, reduce or terminate our facility development projects, product development or future commercialization efforts.

Our common stock is thinly traded with a limited market and volatile.

There is currently a limited public market for our common stock. Holders of our common stock may, therefore, have difficulty selling their shares, should they decide to do so. The market price of our shares may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for our common stock in the future. Further, the purchase or sale of relatively small common stock positions may result in disproportionately large increases or decreases in the price of our common stock. There can be no assurance that a more active market for our common stock will develop, or if one should develop, that it will be sustained. There can be no assurances that any shares which are purchased will be sold without incurring a loss.

In addition to being thinly traded, market prices for securities of energy producers, distributors and other businesses in the energy generation and distribution industry have been particularly volatile. Factors that may cause the market price of our common stock to fluctuate include, but are not limited to:

In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our profitability and reputation. Our insurance coverage may not be sufficient to cover all costs and damages.

We are a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to smaller reporting companies, our common stock may be less attractive to investors.

We are a “smaller reporting company,” within the meaning of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a “smaller reporting company,” we are subject to lesser disclosure obligations in our SEC filings compared to other issuers. Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status a “smaller reporting company” may make it harder for investors to analyze our operating results and financial ability to execute our strategy and make our common stock less attractive to investors. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

J. Casey Crenshaw has voting control over our Company.

As of December 31, 2025, J. Casey Crenshaw has beneficial ownership of 71.2% of the outstanding shares of our common stock. As a result, Mr. Crenshaw may control all matters that require stockholder approval, as well as our management and affairs. For example, Mr. Crenshaw may unilaterally approve the election of directors and any merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership makes it unlikely that any other holder or group of holders of our common stock will be able to affect the way the Company is managed or the direction of its business. Mr. Crenshaw’s interests with respect to matters potentially or actually involving or affecting the Company, such as future acquisitions, financings and other corporate opportunities and attempts to acquire the Company, may conflict with the interests of our other stockholders. This concentration of ownership control may:

This concentration of stock ownership may adversely affect the trading price of our common stock to the extent investors perceive a disadvantage in owning stock of a company with a significant stockholder.

In addition to Mr. Crenshaw’s ability to control all matters that require stockholder approval, provisions in our corporate charter documents and under Florida law could make an acquisition of the Company, which may be beneficial to stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our corporate charter and bylaws may discourage, delay or prevent a merger, acquisition or other change in control of our Company that stockholders may consider favorable, including transactions in which our stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, because the Board of Directors is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by stockholders to replace or remove the current management by making it more difficult for stockholders to replace members of the Board of Directors. Among other things, these provisions:

Moreover, because we are incorporated in Florida, we are governed by the provisions of Section 607.0901 and 607.0902 of the Florida Business Corporation Act. In general, Section 607.0901 regulates certain transactions between a corporation and an “interested shareholder,” one who beneficially owns more than fifteen percent of the corporation’s outstanding voting shares. The statute provides significant protection to minority shareholders by assuring that the transactions covered by the statute are either (a) procedurally fair (i.e., the transaction is approved by disinterested directors or disinterested shareholders) or (b) substantively fair (i.e., result in a fair price to the shareholders).

In general, Section 607.0902 focuses on the acquisition of “control shares” in an issuing public corporation. When control shares are acquired in a “control share acquisition,” the shares do not have voting rights. Voting rights may be restored only if the bidder files an acquiring person statement and requests a shareholder meeting to vote on whether the bidder’s shares should be accorded voting rights. Voting rights are restored only to the extent approved by the disinterested shareholders (which excludes both the bidder and management shareholders). Alternatively, the bidder’s shares will have voting rights if the acquisition is approved by the target company’s board of directors. As a result, mergers or other takeover or change in control attempts of us may be discouraged or prevented.

We do not anticipate that we will pay any cash dividends in the foreseeable future.

The current expectation is that for the foreseeable future, we will retain our future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the Board of Directors deems relevant. Further, we are required to obtain prior approval for payment of dividends from our lenders as part of our financial covenants with both our secured term loan with AmeriState Bank and our revolving credit agreement with Cadence Bank. As a result, capital appreciation, if any, of our common stock will be the sole source of gain, if any, for any stockholders for the foreseeable future.

Our Chinese joint venture, BOMAY, has a limited life and is subject to risk that it may not be renewed.

We hold a 40% interest in BOMAY Electric Industries Company, Ltd. (“BOMAY”), which builds electrical systems for sale in China. The majority partner in this foreign joint venture is Baoji Oilfield Machinery Co., Ltd. (a subsidiary of China National Petroleum Corporation), who owns 51%. The remaining 9% is owned by AA Energies, Inc. Our joint venture, BOMAY, has a finite life that is set to terminate in 2028. The joint venture may be terminated earlier for valid business reasons including force majeure. In the event the joint venture is to be terminated, either party may acquire the other parties’ interests and continue the operations of the joint venture. Additionally, the term of the joint venture may be extended upon agreement of all parties subject to approval from the relevant Chinese authority six months before expiration of the venture. At this time, Stabilis has no indication that the joint venture will not be extended; however, U.S. and Chinese political relations are strained and we can provide no assurance that such an extension will occur. The balance of our investment in BOMAY at December 31, 2025 was $11.9 million accounted for using the equity method of accounting and is subject to risk. See Note 6 of the Notes to Consolidated Financial Statements for further discussion of our investment in BOMAY.

General Risk Factors

Weakened global macro-economic and geopolitical conditions may adversely affect our industry, ability to access capital, business and results of operations.

Our overall performance depends in part on worldwide macro-economic and geopolitical conditions. The United States has experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy. These global macro-economic conditions can suddenly arise and the full impact of such conditions can remain uncertain. In addition, geopolitical developments, such as existing and potential trade wars and other events beyond our control, such as the COVID-19 pandemic, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Weakened global macro-economic conditions could cause the demand for and price of our products to decrease. In addition, restricted credit conditions could limit our ability to access capital on favorable terms, if at all. A deterioration in the macro-economic could have a material adverse effect on our business, financial position, results of operations and liquidity.

Changes in U.S. trade policy including tariffs may have a material adverse effect on our business and results of operations.

Escalating tariffs and the potential for additional trade restrictions by the United States have increased uncertainty regarding future economic conditions and financial markets and have, in some cases, resulted in the imposition of retaliatory tariffs by foreign governments. Although the United States Supreme Court has ruled that certain tariffs imposed by the current presidential administration exceed presidential authority, the ultimate impact of U.S. tariffs and retaliatory trade measures on economic conditions remains uncertain. The Company sources all of its natural gas used as feedstock in its liquefaction facilities and purchases most of its LNG acquired from third parties from U.S. sources. Deliveries of LNG within Mexico can be sourced from both U.S. and from third parties within Mexico. While the majority of our sales are domestic, and LNG trade between the U.S. and Mexico is not currently subject to tariffs; such tariffs or other trade restrictions may lead to continuing uncertainty and volatility in U.S. and global economies which could reduce demand for LNG and our services or increase our operating costs. Although the extent of any such impact is uncertain, it could have a material adverse effect on our business, financial condition and results of operations.

Increased inflation or periods of prolonged inflation may adversely impact the economy, our industry and results of operations.

While we pass a significant portion of the cost of natural gas and transportation on to our customers, we are not able to pass through all costs. No assurances can be made about future price trends, and the ultimate extent and effects of these impacts are difficult to estimate; however, continued periods of increasing costs could adversely impact our future results and operating cash flows.

The spread of a new contagious illness such as COVID-19 or resurgence of a COVID-19 variant, may adversely affect our business, operations and financial condition.

The responses of governmental authorities and companies across the world to reduce the spread of the COVID-19 pandemic significantly reduced global economic activity. Various containment measures resulted in the slowing of economic growth, reduced demand for crude oil and natural gas and the disruption of global manufacturing supply chains. The impacts of a new contagious illness similar to COVID-19 or resurgence of a new COVID-19 variant remain unknown, but may include, among others:

Our facilities in George West, Texas and Port Allen, Louisiana, and our 40% interest in BOMAY are critical infrastructure and continued to operate during the COVID-19 pandemic. In the event another contagious illness similar to COVID-19 were to create another pandemic, we expect that we would continue to operate which means that we would be required to keep our employees who operate our facilities safe and minimize unnecessary risk of exposure to the illness. In the past, we have taken and continue to take certain precautionary measures to protect the continued safety and welfare of our employees who continue to work at our facilities which include the modification of certain business and workforce practices and work from home policies where appropriate. These measures were taken to prevent an outbreak at our facilities but may result in increased costs. Further, if a large number of our employees in those critical facilities were to contract a contagious disease at the same time, our operations could be adversely affected.

A cyber incident could result in information theft, data corruption, operational disruption, operational delays and/or financial loss.

Our business has become increasingly dependent on digital technologies to conduct day-to-day operations. We depend on digital technology to manage our operations and other business processes and to record financial, operating and other sensitive data. Our business partners, including vendors, customers and financial institutions, are also dependent on digital technology. Our technologies, systems networks, and those of our business partners, may become the target of cyber-attacks or information security breaches that could result in the disruption of our business operations. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any cyber vulnerabilities. A cyber incident could lead to losses of sensitive information, critical infrastructure, personnel, or capabilities essential to our operations and could have a material adverse effect on our reputation, business, financial condition and results of operations.

From time to time, we may be involved in legal proceedings and may experience unfavorable outcomes.

In the future we may be subject to material legal proceedings in the course of our business, including, but not limited to, actions relating to contract disputes, business practices, intellectual property and other commercial and tax matters. Such legal proceedings may involve claims for substantial amounts of money or for other relief or might necessitate changes to our business or operations, and the defense of such actions may be both time consuming and expensive. Further, if any such proceedings were to result in an unfavorable outcome, it could have a material adverse effect on our business, financial position and results of operations.

We will continue to incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.

We incur and will continue to incur significant legal, accounting and other expenses, including costs associated with public company reporting requirements. We also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act and rules and regulations promulgated by the SEC. These rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. These rules and regulations may also make it difficult and expensive for us to obtain directors’ and officers’ liability insurance. As a result, it may be more difficult to attract and retain qualified individuals to serve on our Board of Directors or as executive officers, which may adversely affect investor confidence in us and could cause our business or stock price to suffer.

If we fail to maintain proper and effective internal control over financial reporting, our operating results and our ability to operate our business could be harmed.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

In addition, we are required to be compliant with public company internal control requirements mandated under Section 302 and 906 of the Sarbanes-Oxley Act and we may become subject to the requirements of Section 404b of the Sarbanes-Oxley Act at some future date. We are implementing measures designed to improve our internal controls over financial reporting, including the hiring of accounting personnel and establishing new accounting and financial reporting procedures to establish an appropriate level of internal controls over financial reporting. Implementing any appropriate changes to our internal controls may distract our officers and employees, entail substantial costs to modify existing processes and take significant time to complete. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase operating costs and harm the business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements on a timely basis may harm our stock price.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk management and strategy

Our information technologies, system networks, information technology infrastructure, enterprise applications and financial reporting platforms are critical components of our operations. Our business operations rely on the secure processing, transmitting, collecting and storage of sensitive and confidential data. We recognize the importance of assessing, identifying and managing material risks associated with cybersecurity threats, as defined in Item 106(a) of Regulation S-K.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.  We partner with a third-party information technology company to address and manage each of the critical aspects of cybersecurity risk mitigation.  The user aspect is addressed by deploying endpoint detection and response software on all endpoints, as well as extensive phishing testing and training for every user.  This is further reinforced with additional monitoring to identify any aberrant activity within our network or software as a service ("SaaS") tools.  A 3-2-1 backup strategy is used, resulting in a copy of all backup data offsite in the unlikely event that the disaster recovery plan is required. Our backup system is regularly confirmed through routine data recoveries, test recoveries and monitoring that alert to any unexpected errors or failures with the system.

In our business operation, we utilize various third-party service providers, including credit card companies, banks and financial platform providers, to process financial transactions and implement various software and information system processes. To that effect, we seek to engage reliable, reputable service providers that maintain cybersecurity programs.

We are not aware of any risks from cybersecurity threats, nor have we experienced any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition. See Item 1A. "Risk Factors" in this Form 10-K for discussion of risk factors.

Governance

Cybersecurity is an important part of our risk management processes.  Our Board of Directors holds oversight responsibility for the Company's strategy and risk management, including material risks related to cybersecurity threats.  The Audit Committee of the Board of Directors oversees the management of systemic risks, including cybersecurity threats, in accordance with its charter.

Our management, represented by senior management, leads the cybersecurity risk assessment and mitigation processes, along with information technology management staff and our third-party business technology partner. Our third-party business technology partner has over 22 years of experience in cybersecurity and information technology. Continuous monitoring and routine meetings are conducted in order for the Company's information technology team and third-party business technology firm to update senior management regarding prevention, detection, mitigation and remediation of any cybersecurity threats or incidents.

ITEM 2. PROPERTIES

The corporate headquarters of Stabilis are located at 11750 Katy Freeway, Suite 900, Houston, TX 77079. Stabilis or its subsidiaries currently own or lease the following principal properties:

The Company also leases marine bunkering staging sites in Texas on a short term basis to support operations. We believe that our existing facilities are adequate for our operations and their locations allow us to efficiently serve our customers.

ITEM 3. LEGAL PROCEEDINGS

The Company becomes involved in various legal proceedings and claims in the normal course of business. In management’s opinion, the ultimate resolution of these matters will not have a material effect on our financial position or results of operations.

See Note 12 of the Notes to Consolidated Financial Statements for a discussion of our commitments and contingencies and any outstanding legal matters.

ITEM 4. MINE SAFETY DISCLOSURES ITEM 5.

None.

PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock trades under the symbol “SLNG” on The Nasdaq Stock Market LLC.

The Company did not declare or pay cash dividends on common shares in either fiscal year 2025 and 2024. The Company anticipates that, for the foreseeable future, it will retain any earnings for use in the operations of its business.

Holders

As of February 25, 2026, we had 20 holders of record of our common stock and 18,596,301 shares of common stock outstanding, based on information provided by our transfer agent.

Equity Compensation Plan

The information relating to the Company's equity compensation plans required by Item 5 is included in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters contained herein.

Item 6. RESERVED

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Item 8. Financial Statements and Supplementary Data of this Form 10-K. Historical results and percentage relationships set forth in the 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 have safely delivered over 580 million gallons of LNG through more than 60,000 truck deliveries during our 22 year operating history, which we believe makes us one of the largest and most experienced small-scale LNG providers in North America. 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 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. LNG can also be used to deliver natural gas to locations where pipeline service is unavailable, has been interrupted, or needs to be supplemented. Increasingly, LNG is being utilized as a transportation fuel in the marine industry and as a propellant in the private rocket launch sector. Additionally, LNG can be used to generate electrical power for data centers where the data center either does not have adequate access to the electrical grid, a gas pipeline, or as a redundant source of power. We believe that these fuel markets are large and provide significant opportunities for LNG usage. We believe that LNG provides an important balance between environmental sustainability, security and accessibility, and economic viability when compared to both renewables and other traditional hydrocarbon-based fuels and will play a key role in the energy transition.

The Company also builds power and control systems for the energy industry in China through its 40% owned Chinese joint venture, BOMAY. BOMAY is accounted for under the equity method of accounting.

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 "Current Events 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 approximately 31 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 over 170 mobile LNG storage and vaporization assets, including: transportation trailers, 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.

Current Events and Expansion Efforts

Conclusion of Two, Multi-year LNG Supply Contracts

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 marine customer elected not to extend the agreement due to the unavailability of suitable Jones Act-compliant LNG bunker vessels during the contemplated extension period. The two contracts accounted for approximately 19% and 32% of 2025 revenues, respectively.

Proposed Galveston LNG Liquefaction Facility

RESULTS OF OPERATIONS

The comparative tables below reflect our consolidated operating results for the year ended December 31, 2025 (the “Current Year”) as compared to the year ended December 31, 2024 (the “Prior Year”) (amounts in thousands, except for percentages).

Revenue

During the Current Year revenues decreased $5.0 million, or 6.9%, compared to the Prior Year. The decrease in revenues primarily related to:

Operating Expenses

Costs of revenues. Cost of revenues decreased $1.8 million, or 3.5%, in the Current Year compared to the Prior Year. As a percentage of revenue, these costs were 73.6% and 71.0% in the Current Year and the Prior Year, respectively. The decrease in cost of revenues was attributable to:

Change in unrealized loss (gain) on natural gas derivatives. The Company incurred a gain of $24 thousand on the change in unrealized gain associated with the Company's natural gas derivatives in the Current Year compared to a gain of $0.3 million in the Prior Year. The gains in both periods were due to offsetting amortization and the maturity of natural gas derivatives.

Selling, general and administrative. Selling, general and administrative expense increased $1.4 million, or 12.1%, during the Current Year as compared to the Prior Year. The increase is primarily attributable to Mr. Ballard's severance related expenses of $2.1 million and higher office lease cost in the Current Year, partially offset by lower compensation expense.

Loss (gain) on the disposal of fixed assets. The Company recorded a loss on the disposal of fixed assets of $24 thousand in the Current Year primarily related to an asset disposition, partially offset by a gain from the disposition of a damaged trailer. Proceeds of $0.2 million were received on the disposition of the damaged trailer. In the Prior Year, a gain of $0.8 million on the disposal of assets was recorded, in which proceeds of $0.8 million were received on the sale of certain assets, consisting of vaporizers and storage tanks.

Depreciation. Depreciation expense in the Current Year increased $0.2 million compared to the Prior Year primarily due to new mobile assets and other capital expenditures in the Current Year. The increase was partially offset by other assets reaching the end of their depreciable lives.

Net Equity Income From Foreign Joint Ventures' Operations. Income from investments in foreign joint ventures decreased by $0.3 million, or 20.6%, in the Current Year compared to the Prior Year due to lower net profits from our China joint venture.

Other Income (Expense)

Interest income (expense), net. Interest income, net was $42 thousand in the Current Year compared to $0.1 million the Prior Year. In both periods, interest income related to interest earned on the Company's cash balance. Interest income was slightly lower in the Current Year due to lower cash balances in the Current Year and a lower average interest rate on cash balances in the Current Year.  

Other income (expense). Change in other expense was primarily related to miscellaneous and foreign exchange transactions.

Income tax expense. The Company incurred state and foreign income tax expense of $0.1 million during the Current Year primarily related to state income taxes and foreign taxes paid in connection with the cash dividend received from our BOMAY joint venture. The Company incurred state income and foreign tax expense of $0.5 million in the Prior Year. No U.S. federal income tax expense was recorded for the Current Year or Prior Year as the Company had sufficient deferred tax assets to offset any U.S. federal taxes which were fully offset by a change in the Company's valuation allowance on utilized deferred tax assets.

SEASONALITY AND INFLATION

Seasonality

We did not experience significant variations in volume of LNG delivered to our customers resulting from seasonal variations during 2025. However, our revenues are susceptible to variations due to changes in the price of natural gas. The price of natural gas can fluctuate at any time during the year due to isolated factors, but generally, natural gas prices tend to be higher in peak winter and peak summer months when heating and cooling demand is seasonally higher.

Inflation

The Company continued to experience inflationary pressure during 2025. Specifically, costs for fuel, repairs, maintenance, electricity, wages for skilled labor and insurance continue to increase. We have responded with increasing our pricing to our customers. While we pass a significant portion of the cost of natural gas and transportation on to our customers, we are not able to pass through all costs. No assurances can be made about future price trends; the ultimate extent and effects of these impacts are difficult to estimate; however, continued periods of increasing costs could adversely impact our future results and operating cash flows.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of liquidity in the Current Year have consisted of cash provided by our operations, cash on hand, and distributions from our BOMAY joint venture. 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.

On March 27, 2025 the Company, entered into a Modification Agreement to the existing Loan Agreement with Cadence Bank. Under the Agreement the $10.0 million Revolving Credit Facility maturity date was extended to June 9, 2028. Additionally, the Agreement amended the Fixed Charge Coverage Ratio terms primarily related to the inclusion of excess cash. The three-year Revolving Credit Facility, as amended, contains a maximum aggregate amount of $10.0 million, subject to a borrowing base of 80% of eligible accounts receivable. The Company may request an increase in the maximum aggregate amount under the Revolving Credit Facility by up to $5.0 million, subject to the approval of Cadence Bank. All borrowings under the Revolving Credit Facility are secured by the Borrowers’ accounts receivable and deposit accounts. Borrowings under the Revolving Credit Facility incur interest at the Prime Rate published by the Wall Street Journal. Any unused portion is subject to a quarterly unused commitment fee of 0.5% per annum. As of December 31, 2025, no amounts have been drawn under the Revolving Credit Facility. The Revolving Credit Facility contains various restrictions and covenants. As of December 31, 2025, the Company was in compliance with all its covenants related to the Revolving Credit Facility. 

As of December 31, 2025, we had $7.5 million in cash and cash equivalents on hand and $8.8 million in outstanding debt (net of debt issuance costs) and lease obligations (of which $2.3 million is due in 2026). The Company has total availability under the Revolving Credit Facility and the AmeriState Secured Term Loan Facility of $2.7 million at December 31, 2025.  Further, the Company had made no draw downs on its Revolving Credit Facility or Secured Term Loan facility during the year ended December 31, 2025.

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 our expansion. Our current expansion efforts include the construction of the proposed Galveston LNG liquefaction facility and ramp up of operations to service our multi-year on-site power generation customer at a data center beginning in 2027 which will require construction expenditures, additional equipment and rolling stock and near-term working capital as the Company ramps up its operations during 2026.

As of December 31, 2025, the Company was in compliance with all financial covenants under its debt agreements, including its minimum consolidated debt service ratio under its AmeriSate Secured Term Loan Facility. 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 that commences in 2026, 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 $7.2 million as of December 31, 2025. Such acceleration could adversely effect 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 (in thousands):

Operating Activities

Net cash provided by operating activities totaled $8.6 million and $13.7 million for the twelve months ended December 31, 2025 and 2024, respectively. The decrease in net cash provided by operating activities of $5.1 million as compared to the Prior Year was primarily attributable to the net loss incurred in the Current Year compared to net income recognized in the Prior Year.

Investing Activities

Net cash used in investing activities totaled $7.7 million and $8.1 million for the twelve months ended December 31, 2025 and 2024, respectively. In both the Current Year and the Prior Year, cash used in investing was primarily for investment in growth initiatives. During the Current Year, investments primarily consisted of expansion efforts related to the proposed Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel. In the Prior Year, investments were made for the acquisition of liquefaction assets and their subsequent deployment. During the years ended December 31, 2025 and 2024, proceeds received from the disposal of assets were $0.2 million and $0.8 million, respectively.

Financing Activities

Net cash used in financing activities totaled $2.4 million for the twelve months ended December 31, 2025 compared to $1.9 million for 2024. Cash used in financing activities in both years was primarily attributable to the repayment of debt. The increase in cash used by financing activities compared to the Prior Year is primarily due to increased principal payments on the AmeriState loan in the Current Year compared to Prior Year. No draws on the AmeriState Bank or Revolving Credit Facility were made in the Current Year.

Future Cash Requirements

Uses of Liquidity and Capital Resources

We require cash to fund our operating expenses and working capital requirements, including costs associated with fuel sales, 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. Our current expansion efforts include the construction of the proposed Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel and the ramp up of operations for the multi-year on-site power generation customer for a data center all 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

Capital expenditures for the year ended December 31, 2025 were $8.1 million and primarily related to the preliminary work and ordering long lead time items related to the Company's proposed Galveston LNG liquefaction facility, 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 December 31, 2025, the Company had open purchase orders and commitments related to capital expenditures of approximately $3.8 million.  However, the Company anticipates future additional expenditures related to its proposed Galveston LNG liquefaction facility and Jones Act-compliant marine bunkering vessel and its multi-year on-site power generation contract for a data center. See additional discussion regarding the Company's potential expansion efforts below.

Proposed Galveston LNG Liquefaction Facility

The Company continues to advance its proposed Galveston liquefaction facility along with a Jones Act-compliant LNG bunkering vessel toward an expected FID. The Company has secured customer commitments for approximately 56% of the project’s proposed 350,000 gallons-per-day capacity and is engaged in late-stage discussions with multiple potential customers to secure the remaining available offtake.

Additional 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 financing is progressing with counterparties conducting detailed due diligence and active negotiations on definitive documentation and key commercial terms. The Company does not intend to commit to the use of significant additional funds related to the proposed Galveston LNG liquefaction facility without securing the financing. However, there is no guarantee that additional financing will be available or available at terms that would be beneficial to the Company.

The Company entered into a time charter agreement for the time charter of a liquefied natural gas bunkering vessel, the Garibaldi, for a period of two years commencing in 2026. The time charter represents an operating lease and includes an option to lease the vessel for an additional year and/or purchase the Garibaldi at the conclusion of the initial or extended term.

Debt Level and Debt Compliance

We had total indebtedness, excluding leases, of $7.9 million ($7.9 million, net of debt issuance costs of $0.2 million) as of December 31, 2025. Expected maturities excluding debt issuance costs at December 31, 2025 are as follows (in thousands).

We expect our total interest payment obligations relating to the above indebtedness to be approximately $0.5 million for the year ending December 31, 2026. Certain of the agreements governing our outstanding debt, which are discussed in Note 8 of our Consolidated Financial Statements, require compliance with certain financial covenants. As of December 31, 2025, we were in compliance with all of these covenants.

CONTRACTUAL OBLIGATIONS

We are committed to make cash payments in the future pursuant to certain of our contracts. The following table summarizes certain contractual obligations in place as of December 31, 2025 (in thousands):

See additional discussion of our debt and lease obligations in Notes 8 and 9 of the Notes to Consolidated Financial Statements.

Contingencies

In the normal course of our business, we become involved in various litigation matters. In addition, from time to time we are involved in tax and other disputes with various government agencies. Management has used estimates in determining our potential exposure to these matters and has recorded reserves in our financial statements related thereto as appropriate. It is possible that a change in estimate related to these exposures could occur, but we do not expect such changes in the estimated costs would have a material effect on our business, consolidated financial position or results of operations. See Note 12 to the Notes to Consolidated Financial Statements for further discussion of our contingencies.

Off-Balance Sheet Arrangements

As of December 31, 2025, we had no transactions that met the definition of off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.

NEW ACCOUNTING STANDARDS

See Note 1 of the Notes to Consolidated Financial Statements for further information related to new accounting standards.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those policies that the Company believes are the most important to the portrayal of the Company's financial condition and results, and require difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. 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. The Company has identified the following critical accounting policies as they require significant judgments, estimates or are inherently complex.

Revenue Recognition

The Company recognizes revenue from our contracts in accordance with Accounting Standards Codification (“ASC”), Topic 606 “Revenue from Contracts with Customers” (“Topic 606”). Topic 606 requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Our contracts may contain multiple performance obligations dependent upon the customer.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue associated with the sale of LNG is recognized at the point in time when the customer obtains control of the asset. In evaluating when a customer has control of the asset, the Company primarily considers whether the transfer of legal title and physical delivery has occurred, whether the customer has significant risks and rewards of ownership, and whether the customer accepted delivery and a right of payment exists. Revenues from the providing of services, transportation and equipment to customers is recognized as the service is performed. Amounts are billed upon completion of service or transfer of a product and are generally due within 30 days from receipt of the invoice. Revenue excludes any sales incentives and amounts collected on behalf of third parties. Revenues from contracts with customers are disaggregated into (1) LNG Product (2) rental (3) service and (4) other.

LNG Product revenues:

LNG Product revenues represent the sale of LNG from both produced and purchased sources as well as the transportation performed to deliver the LNG to our customer location. LNG Product revenues are recognized upon delivery of the LNG to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using third party transportation companies and therefore recognizes the gross revenue for the supply of LNG. The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the criteria for revenue recognition are identical. Some of our contracts contain minimum take-or-pay amounts where a customer has agreed to source a minimum volume of LNG under the contract. Take or pay revenues are only recognized when the customer has failed to take the minimum contracted volumes upon completion of the time period specified within the contract and the Company has the unconditional right to receive payment for the take or pay amount.  LNG product sales agreements may include both fixed and variable fees per gallon, but is representative of the stand-alone selling price for LNG at the time the contract was negotiated. We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract. As such, the variable consideration for these contracts is allocated to each distinct gallon of LNG and recognized when that distinct gallon of LNG is delivered to the customer.  Certain of our sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period. Our LNG contracts are generally one to 24 months in duration.

  Rental revenues

Rental revenues are generated from the rental of cryogenic equipment to our customers. Rental revenues are not dependent upon the gallons delivered but based upon day rates or monthly rates for the use of equipment as specifically established within the contract and are disaggregated from LNG Product revenues. Revenues related to rental of equipment are recognized under Topic 606 and not ASC 842: Leases, as the Company maintains control of the equipment that the customer uses and can replace the rented equipment with similar equipment should the rented equipment become inoperable or the Company chooses to replace the equipment for maintenance purposes. Revenue is recognized as the rental period is completed and for periods that cross month end, revenue is recognized for the portion of the rental period that has been completed to date. Performance obligations for rental revenue are considered to be satisfied as the rental period is completed based upon the terms of the related contract. The stated rental rates within each contract are representative of the stand-alone rental rates at the time the contract was negotiated.

Service revenues

Service revenues are generated from engineering and field support services and represent the human resources provided to the customer to support the use of LNG at the customer’s job site. These include support and costs for mobilization and demobilization of equipment at customer sites as well as onsite technical support while customers are consuming LNG. Service revenues are not dependent upon the gallons delivered or rental period but based upon the specific contractual terms and can be based on an event (i.e. mobilization or demobilization) or an hourly rate as specifically established within the contract and are disaggregated from LNG Product revenues and Rental revenues. Service revenue is recognized as the event is completed or work is done. The stated hourly labor rates in each contract are representative of the stand-alone hourly rates at the time the contract was negotiated. Certain of our contracts may include rental or services that may vary upon the customer demands at stated rates within the contract and are satisfied as the work is authorized by the customer and performed by the Company.

Other revenues are items that, due to their nature, are disaggregated from the categories mentioned above such as expenses incurred by the Company on behalf of the customer that we contractually rebill to our customer on a cost-plus basis.

Variable and other Revenue Components

Certain of our contracts may include rental or services that may vary upon the customer demands at stated rates within the contract and are satisfied as the work is authorized by the customer and performed by the Company.  LNG product sales agreements may include both fixed and variable fees per gallon of LNG, but is representative of the stand-alone selling price for LNG at the time the contract is negotiated.  We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract.  As such, the variable consideration for these contracts is allocated to each distinct gallon of LNG and recognized when that distinct gallon of LNG is delivered to the customer.

Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers, such as sales, use and value-added taxes, are excluded from revenue.

Impairment of Long-Lived Assets and Goodwill

The determination and calculation of impairment requires significant judgment regarding estimates of fair value and the projection of future cash flows.

LNG liquefaction facilities, and other long-lived assets held and used by the Company are reviewed periodically for potential impairment whenever events or changes in circumstances indicate that a particular asset’s carrying value may not be recoverable. Recoverability generally is determined by comparing the carrying value for the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value. The estimated undiscounted future cash flows are based on projections of future operating results; these projections contain estimates of the value of future contracts that have not yet been obtained, future commodity pricing and our future cost structure, among others. Projections of future operating results and cash flows may vary significantly from actual results. Management reviews its estimates of cash flows on an ongoing basis using historical experience, business plans, overall market conditions, and other factors.

Goodwill represents the excess of the cost of an acquired entity over the fair value of the identifiable assets acquired less liabilities assumed. Intangible assets are assets that lack physical substance (excluding financial assets). Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized, and intangible assets with finite useful lives are amortized. Goodwill and intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate the assets carrying value may not be recoverable. We currently test goodwill for impairment annually in the third quarter unless we determine that a triggering event has occurred requiring an earlier test. We completed our annual assessment of goodwill during 2025 and 2024, and determined no impairment of goodwill was warranted.

Income Taxes

The calculation of income taxes is inherently complex. Additionally, the determination of the adequacy of any needed valuation allowance requires significant judgment. Deferred income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general and administrative expenses.

Fair Value Measurements

The determination of fair value requires significant judgements and estimates by management. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in the fair value measurements, the fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with U.S. GAAP:

Level 1 Inputs—Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2 Inputs—Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 Inputs—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby, allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Derivatives

The Company recognizes all of its derivative instruments as either assets or liabilities which are recorded at fair value on its Consolidated Balance Sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies for and has been designated as a hedge and the type of hedge. The Company did not hold any natural gas derivatives at December 31, 2025; however did have natural gas derivatives at December 31, 2024 and for portions of the year for both 2025 and 2024. The Company has not designated its derivative instruments as hedges under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within the Consolidated Statements of Operations. The Company determined the fair value of its natural gas derivatives at December 31, 2024 predominantly from broker quotes and are considered a level 2 fair value measurement. The Company did not enter into any derivative transactions for speculative purposes.

The Company enters into forward sales contracts for the delivery of LNG to its customers. Certain of these sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period.

Fixed Assets and Capitalization of Costs

Fixed assets are recorded at historical cost and depreciated over their useful lives on a straight-line basis. The determination of when and what amount of costs associated with the purchase or construction of new fixed assets that should be capitalized as fixed assets can be subjective. The Company’s policy is to capitalize direct costs related to the purchase or construction of a fixed asset when the acquisition or completion of the asset as intended is believed probable and when construction of the asset is considered both technically feasible and economically beneficial to the Company. Direct costs for constructed fixed assets include (but are not limited to) materials, equipment, engineering designs, transportation, contractor costs (and related subcontractors), internal and external labor costs and benefits, and interest expense on qualifying debt that are directly related to the construction of the asset. Direct costs for purchased assets include the fair value of the consideration paid to the seller as well as any other legal or closing costs, brokers' fees and commissions, closing fees; transportation costs. and other fees directly incurred to buy and install the asset for its intended use.

Indirect costs including general and administrative costs and overhead costs related to support functions, including executive management, accounting, purchasing, administration, marketing, human resources, and information systems are expensed as incurred.

Capitalization of additional direct costs made for existing assets already in use occurs if the cost meets one of the following criteria:

Repairs and maintenance to maintain the fixed asset in its original operating condition are not capitalized to fixed assets, but expensed as incurred.

Capitalization continues from when the acquisition or construction of the asset is deemed probable until the asset has been placed in service or until the Company determines that acquisition or completion of the asset is no longer probable. Once a fixed asset is placed into service, the fixed asset is depreciated over its useful life on a straight-line basis. See also Note 5 of the Notes to Consolidated Financial Statements for the general categories of fixed assets, their useful lives and total cost.

If the construction or acquisition of a fixed asset that was previously believed to be probable of completion is then determined to no longer be probable, any capitalization of future costs ceases and the asset is assessed for impairment.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, the Company encounters several significant types of market risks including commodity and interest rate risks.

Commodity Price Risk

Due to the nature of the LNG distribution business, the Company has short term agreements with suppliers to contract for LNG purchases. These contracts extend for various periods and minimums. The index rate pricing for natural gas may increase or decrease in the future based upon market conditions.

Commodity price risk is the risk of loss arising from adverse changes in market rates and prices. We are able to limit our exposure to fluctuations in natural gas prices by structuring our contract pricing with customers so that it mirrors the volatility in our supply cost with vendors. Our exposure to market risk associated with LNG price changes may adversely impact our business. The Company had certain natural gas derivative instruments as of December 31, 2025 to manage commodity price risk. The Company has not designated its derivative instruments as hedges under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within the Consolidated Statements of Operations. The Company did not enter into any derivative transactions for speculative purposes.

Foreign Currency Exchange Rate Risk

We operate a subsidiary in Mexico and maintain an equity method investment in our Chinese joint venture, BOMAY. The functional currency of the Mexican subsidiary is the Mexican Peso. The functional currency of the Chinese joint venture is the Chinese Yuan. The assets and liabilities of the foreign equity investees and foreign subsidiary, denominated in foreign currency, are translated into United States dollars at exchange rates in effect at the Consolidated Balance Sheet date and net sales and expenses are translated at the average exchange rate for the period. The resulting cumulative translation adjustment totaling $10 thousand has been recorded as Accumulated Other Comprehensive Income (Loss), net of taxes, in our Consolidated Balance Sheet at December 31, 2025.

As of December 31, 2025, we had a non-U.S. dollar denominated negative working capital balance of approximately $0.3 million. An adverse change of 10% in the underlying foreign currency exchange rate would increase our negative working capital balance by approximately $30 thousand.

We do not currently have or intend to enter into any derivative arrangements to protect against such fluctuations.

Market Risk

The volatility in customer demand is greatly driven by the change in the price of oil and gas. These factors influence the release of new capital projects by our customers, which are traditionally awarded in competitive bid situations. Coordination of project start dates is matched to the customer requirements and projects may take a number of months to complete; schedules also may change during the course of any particular project.

Stabilis Solutions, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share and per share data)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Stabilis Solutions, Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share data)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Stabilis Solutions, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (loss)

(in thousands)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Stabilis Solutions, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Stabilis Solutions, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

The accompanying notes are an integral part of the Consolidated Financial Statements.

STABILIS SOLUTIONS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Stabilis Solutions, Inc. and its subsidiaries (the “Company”, “Stabilis”, “our”, “us” or “we”) is an energy transition company that provides turnkey clean energy production, storage, transportation and fueling solutions primarily using liquefied natural gas (“LNG”) to multiple end markets.

The Company serves 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. Additionally, LNG can be used as a partner fuel for renewable energy, and as an alternative to traditional fuel sources, such as distillate fuel oil (including diesel fuel and other fuel oils) and propane, among others to provide both environmental and economic benefits.

The Company also builds power and control systems for the energy industry in China through its 40% owned Chinese joint venture, BOMAY Electric Industries, Inc (“BOMAY”). BOMAY is accounted for under the equity method of accounting.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements ("Consolidated Financial Statements") include our accounts and those of our subsidiaries and, have been prepared in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation.

Summary of Significant Accounting Policies

(a) Use of Estimates in the Preparation of the Consolidated Financial Statements

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the fair value of natural gas derivatives, the carrying amount of contingencies, valuation allowances for receivables, deferred income tax assets, valuations assigned to assets and liabilities in business combinations, and impairments of long-lived assets. Actual results could differ from those estimates, and these differences could be material to the consolidated financial statements.

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. Cash equivalents consist principally of money market accounts held with major financial institutions. The Company is exposed to credit risk from its deposits of cash and cash equivalents in excess of amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on its deposits of cash and cash equivalents.

(c) Accounts Receivable

Accounts receivable are recognized when products are sold. The Company extends credit to many of its customers in the ordinary course of business. Generally, these sales are unsecured. Accounts receivable are stated at the amount the Company expects to collect (cost, net of any allowances for credit losses). The Company maintains allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer and current economic industry trends. Our allowance for credit losses was $0.3 million at  December 31, 2025 and was immaterial at   December 31, 2024. For the years ended December 31, 2025 and 2024, the Company recorded a provision for credit losses of $0.3 million and $0.1 million, respectively.

(d) Inventories

LNG inventory consists of LNG produced that is either (1) in a storage container at our plants or (2) in a storage trailer that is in transit to a customer. Inventory quantities are measured at each reporting period and are valued at the lower of cost or net realizable value, determined on a first-in, first-out basis.

(e) Derivative Instruments

At  December 31, 2025, the Company had no derivative instruments. The Company had certain natural gas derivative instruments during 2025 and 2024. The Company recognizes all of its derivative instruments as either assets or liabilities which are recorded at fair value on its Consolidated Balance Sheets. The accounting for changes in the fair value of a derivative instrument depends on whether it qualifies for and has been designated as a hedge as well as the type of hedge. The Company has not designated its derivatives as hedges under U.S. GAAP and all resulting gains and losses from changes in the fair value of its derivative instruments are included within the Consolidated Statements of Operations. The Company did not enter into any derivative transactions for speculative purposes.

The Company enters into forward sales contracts for the delivery of LNG to its customers. Certain of these sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period.

(f) Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization. Significant additions, renewals, and capital improvements are capitalized. The determination of when and what amount of costs associated with the purchase or construction of new fixed assets should be capitalized as fixed assets can be subjective. The Company’s policy is to capitalize direct costs related to the purchase or construction of a fixed asset when the acquisition or completion of the asset as intended is believed probable and when construction of the asset is considered both technically feasible and economically beneficial to the Company.

Direct costs for constructed fixed assets include (but are not limited to) materials, equipment, engineering designs, transportation, contractor costs (and related subcontractors), internal and external labor costs and benefits, and interest expense on qualifying debt that are directly related to the construction of the asset. Direct costs for purchased assets include the fair value of the consideration paid to the seller as well as any other any legal or closing costs, brokers' fees and commissions, closing fees; transportation costs. and other fees directly incurred to buy and install the asset for its intended use.

Indirect costs including general and administrative costs and overhead costs related to support functions, including executive management, accounting, purchasing, administration, marketing, human resources, and information systems are expensed as incurred.

Capitalization of additional direct costs made for existing assets already in use occurs if the cost meets one of the following criteria:

Repairs and maintenance to maintain the fixed asset in its original operating condition are not capitalized to fixed assets, but expensed as incurred.

Capitalization continues from when the acquisition or construction of the asset is deemed probable until the asset has been placed in service or until the Company determines that acquisition or completion of the asset is no longer probable. Once a fixed asset is placed into service, the fixed asset is depreciated over its useful life on a straight-line basis. See also Note 5 of the Notes to Consolidated Financial Statements for the general categories of fixed assets, their useful lives and total cost.

Leasehold improvements are amortized over the shorter of the applicable remaining lease term or the estimated useful life of the related assets. The cost and related accumulated depreciation of assets retired or sold are removed from the appropriate asset and depreciation accounts, and the resulting gain or loss is reflected in income. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets.

If the construction or acquisition of a fixed asset that was previously believed to be probable of completion is then determined to no longer be probable, any capitalization of future costs ceases and the asset is assessed for impairment.

Property, plant, and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flows basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flows models, quoted market values and third-party independent appraisals, as considered necessary. There were no impairments of the Company’s long-lived assets in the years ended December 31, 2025 and 2024.

(g) Goodwill

Goodwill represents the excess of the cost of an acquired entity over the fair value of the assets acquired less liabilities assumed. Intangible assets are assets that lack physical substance (excluding financial assets). Goodwill acquired in a business combination and intangible assets with indefinite useful lives are not amortized, and intangible assets with finite useful lives are amortized. All of our goodwill was recognized from business acquisitions during the third quarter of 2019 and is not amortized. We test goodwill for impairment annually or more frequently if a triggering event occurs. A triggering event occurs when there are changes in circumstances or events that indicate the assets carrying value may not be recoverable. The Company tested its remaining goodwill for impairment during the years ended December 31, 2025 and 2024 and based upon a qualitative assessment, it determined a quantitative assessment was not required and no impairments of goodwill were identified.

(h) Leases

We determine if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded in our Consolidated Balance Sheets unless we are reasonably certain at inception of the lease that we will renew the lease for a period that extends the initial term longer than 12 months. All leases with an initial term greater than 12 months, whether classified as operating or finance, are recorded on our Consolidated Balance Sheets based on the present value of lease payments over the lease term, determined at lease commencement. Determination of the present value of lease payments requires a discount rate. We use the implicit rate in the lease agreement when available. Most of our leases do not provide an implicit interest rate; therefore, we use a weighted average borrowing rate based on the information available at the commencement date. Certain of our leases contain non-lease components which are not separated from the lease components when calculating the right-of-use asset and lease liability per our use of the practical expedient to combine both components of an arrangement for all classes of leased assets. See also Note 9 for a further discussion of our leases.

(i) Revenue Recognition

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Revenue associated with the sale of LNG is recognized at the point in time when the customer obtains control of the asset. In evaluating when a customer has control of the asset, the Company primarily considers whether the transfer of legal title and physical delivery has occurred, whether the customer has significant risks and rewards of ownership, and whether the customer accepted delivery and a right of payment exists. Revenues from the providing of services, transportation and equipment to customers is recognized over time as the service is performed. Revenue is measured as consideration specified in a contract with a customer and excludes any sales incentives and amounts collected on behalf of third parties. Amounts are billed upon completion of service or transfer of a product and are generally due within 30 days. See also Note 2 for a further discussion of our accounting policy for revenue recognition.

(j) Income Taxes

The Company recognizes income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards for each tax jurisdiction in which we operate. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded when it is more likely than not that the net deferred tax asset will not be realized.

The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in selling, general and administrative expenses. As of December 31, 2025 and 2024, the Company had no uncertain tax positions that required recognition. See Note 11 for a further discussion of our accounting policy related to income taxes.

The Company files income tax returns in the United States of America with the federal government and various state taxing authorities, in Mexico, Canada and China. With few exceptions, the Company is subject to examination by the applicable taxing authorities for years after 2020.

(k) Earnings Per Share (“EPS”)

Basic earnings per share, or EPS, is computed by dividing net income (loss) available to stockholders by the weighted average shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue shares, such as stock options and warrants were exercised. The Company had no dilutive securities for the year ended  December 31, 2025. The Company included dilutive securities within its computation of earnings per share for the year ended  December 31, 2024. See Note 15 for further discussion of the earnings per share calculation.

(l) Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

(m) Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in the fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with U.S. GAAP:

Level 1 Inputs —Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2 Inputs — Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 Inputs — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby, allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The carrying value of cash and cash equivalents, accounts receivable, inventory, accounts payable and accrued liabilities approximate their respective fair values due to their relative short maturities. The Company estimated the fair value of its fixed and variable rate debt approximates the $7.0 million carrying value (See Note 8) at  December 31, 2025. For the years ended  December 31, 2025 and 2024, the fair value of our fixed and variable rate debt was estimated by discounting the future cash flows using the Company’s estimate of its incremental borrowing rate (within Level 2 of the fair value hierarchy). The Company’s estimate of fair value was subjective in nature and was dependent on a number of important assumptions, including discount rates. Different market assumptions and estimation methodologies could result in different estimations of fair value.

Nonfinancial assets and liabilities measured at fair value on a nonrecurring basis include certain nonfinancial assets and liabilities acquired in a business combination, are measured at fair value using quoted market prices or, to the extent that there are no available quoted market prices, market prices for similar assets or liabilities.

(n) Foreign Currency Gains and Losses

Foreign currency translations are included as a separate component of comprehensive income (loss). The Company has determined the local currency of its foreign subsidiaries and foreign joint ventures to be the functional currency. In accordance with Accounting Standards Codification ("ASC 830"), the assets and liabilities of the foreign equity investees and foreign subsidiaries, denominated in foreign currency, are translated into United States dollars at exchange rates in effect at the consolidated balance sheet date and net sales and expenses are translated at the average exchange rate for the period. Related translation adjustments are reported as comprehensive income (loss), net of deferred income taxes, which is a separate component of stockholders’ equity, whereas gains and losses resulting from foreign currency transactions are included in results of operations. In the event of liquidation of a foreign subsidiary, amounts included within accumulated other comprehensive income (loss) ("AOCI") and related to cumulative foreign currency translation gains and losses are reclassified out of AOCI and into net income (loss) upon sale.

(o) Stock-based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation — Stock Compensation (“ASC 718”). Compensation expense for stock-based awards expected to vest is recognized on a straight-line basis over the requisite service period of the award based on their grant date fair value. See also Note 13 for further discussion of our stock-based compensation.

(p) Segment Reporting

In accordance with ASC Topic 280 - "Segment Reporting (ASC 280)" the Company has determined that it has a single operating and reporting segment. As a result, the Company's segment accounting policies are the same as described herein and the Company does not have any material intra-segment sales and transfers of assets. The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer (the "CEO"). The CEO, with the Chief Financial Officer assesses the performance and makes operating decisions of the Company on a consolidated basis, based on the Company's net increase in shareholder's equity resulting from operations ("net income (loss)"). Company assets are not reviewed by the CODM at a different asset level or category, but at the consolidated level. As the Company's operations are comprised of a single operating segment, the segment assets are reflected on the accompanying Consolidated Balance Sheets as "total assets" and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

Recent Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivables and Contract Assets". Under ASU 2025-05, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. The ASU is effective for companies for annual reporting periods beginning after December 15, 2025. The requirements should be applied prospectively. Although early adoption is permitted, the Company is assessing the impact of this standard and will adopt the pronouncement when the pronouncement becomes effective on January 1, 2026. The Company does not expect the adoption of ASU 2025-05 to have a significant impact on its consolidated financial statements.

In November 2024, the Financial Accounting Standards Board ("FASB") issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses". Under ASU 2024-03 companies are required to disclose disaggregated information about certain costs and expenses in the notes to the financial statements. The amendments in this update require disaggregated disclosure of income statement expense captions into specific categories within the footnotes to the financial statements. ASU 2024-03 is effective for companies for annual reporting periods beginning after December 15, 2026. The requirements can be applied either prospectively or retrospectively. Although early adoption is permitted, the Company will adopt the pronouncement when the pronouncement becomes effective on January 1, 2027. The Company does not expect the adoption of ASU 2023-09 to have a significant impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 " Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under ASU 2023-09, companies must consistently categorize and provide greater disaggregation of information in the rate reconciliation and further disaggregate income taxes paid. ASU 2023-09 is effective for companies for annual reporting periods beginning after December 15, 2024. The requirements can be applied either prospectively or retrospectively. The Company adopted ASU 2023-09 effective December 31, 2025 on a retrospective basis which did not have a significant impact to its consolidated financial statements. See Notes 11 and 14 for additional tax disclosures required under ASU 2023-09.

2. REVENUE RECOGNITION

We recognize revenues when the transfer of promised goods or services are delivered to our customers in accordance with the applicable customer contract and we are entitled to be paid by the customer. Revenues are measured as consideration specified in the contract and exclude any sales incentives and amounts collected on behalf of third parties. Revenues from contracts with customers are disaggregated into (1) LNG Product (2) rental (3) service and (4) other. Certain contracts may include multiple goods or services such as the usage of equipment and delivery of field support services that are bundled into an all-in price to the customer for each gallon of LNG delivered. Revenue recognition under these contracts requires significant judgment by the Company in order to determine the appropriate accounting for these transactions, including whether performance obligations should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation. The Company has determined that these contracts have multiple performance obligations and the Company allocates the contract price to each performance obligation using its best estimates of the respective standalone selling price of each distinct good or service at the time the contract was negotiated.

LNG Product revenues

LNG Product revenues represent the sale of LNG from both produced and purchased sources as well as the transportation performed to deliver the LNG to our customer location. LNG Product revenues are recognized upon delivery of the LNG to the customer, at which point the customer controls the product and the Company has an unconditional right to payment. The Company acts as a principal when using third party transportation companies and therefore recognizes the gross revenue for the supply of LNG. The Company does not differentiate between the revenue from the sale of LNG production and purchased LNG as the criteria for revenue recognition are identical. Some of our contracts contain minimum take-or-pay amounts where a customer has agreed to source a minimum volume of LNG under the contract. Take or pay revenues are only recognized when the customer has failed to take the minimum contracted volumes upon completion of the time period specified within the contract and the Company has the unconditional right to receive payment for the take or pay amount. Certain of our sales contracts contain provisions that may meet the criteria of a derivative in the event delivery is not made. These contracts are accounted for under the normal purchase normal sales exclusion under U.S. GAAP and are not measured at fair value each reporting period. Our LNG contracts are generally one to 24 months in duration.

Rental revenues

Rental revenues are generated from the rental of cryogenic equipment to our customers. Rental revenues are not dependent upon the gallons delivered but based upon day rates or monthly rates for the use of equipment as specifically established within the contract and are disaggregated from LNG Product revenues. Revenues related to rental of equipment are recognized under Topic 606 and not ASC 842: Leases, as the Company maintains control of the equipment that the customer uses and can replace the rented equipment with similar equipment should the rented equipment become inoperable or the Company chooses to replace the equipment for maintenance purposes. Revenue is recognized as the rental period is completed and for periods that cross month end, revenue is recognized for the portion of the rental period that has been completed to date. Performance obligations for rental revenue are considered to be satisfied as the rental period is completed based upon the terms of the related contract. The stated rental rates within each contract are representative of the stand-alone rental rates at the time the contract was negotiated.

Service revenues

Service revenues are generated from engineering and field support services and represent the human resources provided to the customer to support the use of LNG at the customer’s job site. These include support and costs for mobilization and demobilization of equipment at customer sites as well as onsite technical support while customers are consuming LNG. Service revenues are not dependent upon the gallons delivered or rental period but based upon the specific contractual terms and can be based on an event (i.e. mobilization or demobilization) or an hourly rate as specifically established within the contract and are disaggregated from LNG Product revenues and Rental revenues. Service revenue is recognized as the event is completed or work is done. The stated hourly labor rates in each contract are representative of the stand-alone hourly rates at the time the contract was negotiated.

Other revenues

Other revenues are items that, due to their nature, are disaggregated from the categories mentioned above such as expenses incurred by the Company on behalf of the customer that we contractually rebill to our customers on a cost-plus basis.

Disaggregated revenues

The table below presents revenue disaggregated by source, for the years ended December 31, 2025 and 2024 (in thousands):

The table below presents revenue disaggregated by geographic location, for the years ended December 31, 2025 and 2024 (in thousands):

Variable and other Revenue Components

Certain of our contracts may include rental or services that may vary upon the customer demands at stated rates within the contract and are satisfied as the work is authorized by the customer and performed by the Company. LNG product sales agreements may include both fixed and variable fees per gallon of LNG, but is representative of the stand-alone selling price for LNG at the time the contract is negotiated.  We have concluded that the variable LNG fees meet the exception for allocating variable consideration to specific parts of the contract.  As such, the variable consideration for these contracts is allocated to each distinct gallon of LNG and recognized when that distinct gallon of LNG is delivered to the customer.

Taxes assessed by a governmental authority that are directly imposed on revenue-producing transactions between the Company and its customers, such as sales, use and value-added taxes, are excluded from revenue.

3. SIGNIFICANT CUSTOMERS AND CONCENTRATION OF RISKS

Significant Customers

A material part of the Company’s business is dependent on a few customers, the loss of which could have a material adverse effect on the Company. The tables below present customers representing greater than 10% of total revenues and/or outstanding accounts receivable as of and for the years ended December 31, 2025 and 2024 (in thousands):

No other customer represented more than 10% of the Company’s total revenue or accounts receivable as of and for the years ended December 31, 2025 and 2024.

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

The Company’s prepaid expenses and other current assets as of  December 31, 2025 and 2024, consisted of the following (in thousands):

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, Plant and Equipment

The Company’s property, plant and equipment, net as of  December 31, 2025 and 2024, consisted of the following (in thousands):

Depreciation expense for the years ended  December 31, 2025 and 2024 totaled $7.3 million and $7.1 million respectively, of which all is included in the Consolidated Statements of Operations as its own line item.

Construction in progress of $14.9 million and $8.1 million at  December 31, 2025 and 2024, respectively, primarily relate to the deployment and build-out of liquefaction assets and the purchase of additional liquefaction assets, in the prior year, and in the current year, investment in growth initiatives, related to proposed expansion efforts in Galveston, Texas.

6. INVESTMENTS IN FOREIGN JOINT VENTURES

BOMAY

We hold a 40% interest in BOMAY Electric Industries Company, Ltd. (“BOMAY”), which builds electrical systems for sale in China. The majority partner in this foreign joint venture is Baoji Oilfield Machinery Co., Ltd. (a subsidiary of China National Petroleum Corporation), who owns 51%. The remaining 9% is owned by AA Energies, Inc. The Company made no sales to its joint venture during 2025 and 2024.

We account for our investment in BOMAY using the equity method of accounting. Under the equity method, the Company’s share of the joint venture operations earnings or losses is recognized in the Consolidated Statements of Operations as equity income (loss) from foreign joint venture operations. Joint venture income increases the carrying value of the joint venture and joint venture losses reduce the carrying value. Dividends received from the joint venture reduce the carrying value. The Company considers dividend distributions received from its equity method investments which do not exceed cumulative equity in earnings subsequent to the date of investment to be a return on investment and classifies these distributions as operating activities in the accompanying Consolidated Statements of Cash Flows.

The tables below present a summary of BOMAY's assets and liabilities and its operational results as of and for the years ended December 31, 2025 and 2024 in U.S. dollars (in thousands):

The following is a summary of activity in our investment in BOMAY for the years ended December 31, 2025 and 2024 in U.S. dollars (in thousands):