FALSE0001749723111 W. 19th Street, 8th FloorNew YorkNY12/3100017497232026-03-192026-03-19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 19, 2026
New Fortress Energy Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
001-38790 |
83-1482060 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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111 W. 19th Street, 8th Floor
New York, NY
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10011 |
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Registrant’s Telephone Number, Including Area Code: (516) 268-7400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share |
“NFE”
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Nasdaq Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 19, 2026, New Fortress Energy Inc., a Delaware corporation (the “Company”) entered into the Fourteenth Amendment Agreement (the “Fourteenth Amendment”), by and among the Company, as the borrower, the guarantors party thereto, Natixis, New York Branch, as administrative agent and collateral agent, and each of the other financial institutions party thereto, as lenders and issuing banks, which amends that certain Letter of Credit and Reimbursement Agreement, dated as of July 16, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Letter of Credit Agreement”), by and among the Company, as the borrower, the guarantors from time to time party thereto, Natixis, New York Branch, as administrative agent and collateral agent, and each of the other financial institutions from time to time party thereto, as lenders and issuing banks, to, among other things, (a) extend the maturity date of the Letter of Credit Agreement to September 15, 2026 and (b) waive certain existing events of default, in each case on the terms and subject to the conditions set forth in the Fourteenth Amendment and only during the period specified therein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 25, 2026, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s 4.8% Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) and the Company’s 4.8% Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”), pursuant to which the Preferred Stock was eliminated and returned to the status of authorized and unissued preferred shares of the Company. On October 1, 2024, the Company issued 96,746 shares of the Series B Preferred Stock in exchange for all outstanding shares of the Series A Preferred Stock. Following the redemption of the outstanding shares of the Series B Preferred Stock on August 1, 2025, there were no outstanding shares of the Preferred Stock. The Certificate of Elimination became effective with the Secretary of State of the State of Delaware upon filing. The full text of the Certificate of Elimination is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
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Description |
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Certificate of Elimination of 4.8% Series A Convertible Preferred Stock and 4.8% Series B Convertible Preferred Stock of New Fortress Energy Inc. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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NEW FORTRESS ENERGY INC. |
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| Date: March 25, 2026 |
By: |
/s/ Christopher S. Guinta |
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Name: |
Christopher S. Guinta |
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Title: |
Chief Financial Officer |
EX-3.1
2
exhibit31-certificateofeli.htm
EX-3.1
Document
CERTIFICATE OF ELIMINATION
OF
4.8% SERIES A CONVERTIBLE PREFERRED STOCK
AND
4.8% SERIES B CONVERTIBLE PREFERRED STOCK
OF
NEW FORTRESS ENERGY INC.
Pursuant to Section 151(g) of the
Delaware General Corporation Law
New Fortress Energy Inc. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
First: Pursuant to the authority expressly vested in the Board of Directors of the Company (the “Board”) by the Certificate of Incorporation of the Company, as effective as of the date hereof (the “Certificate of Incorporation”), the Board previously adopted resolutions creating and authorizing the following series of preferred stock:
(i) 96,746 shares of 4.8% Series A Convertible Preferred Stock (the “Series A Preferred Stock”), subject to the Certificate of Designations of the Series A Preferred Stock (the “Series A Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on March 20, 2024.
(ii) 96,746 shares of 4.8% Series B Convertible Preferred Stock (the “Series B Preferred Stock”), subject to the Certificate of Designations of the Series B Preferred Stock (the “Series B Certificate of Designations”), as filed with the Secretary of State of the State of Delaware on October 1, 2024.
Second: None of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designations, and none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued subject to the Series B Certificate of Designations.
Third: Pursuant to the authority conferred upon the Board pursuant to the Certificate of Incorporation, the Board adopted resolutions on March 11, 2026, approving the elimination of the Series A Preferred Stock and the Series B Preferred Stock as set forth herein:
“RESOLVED, that none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designations, and none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued subject to the Series B Certificate of Designations; and be it further
RESOLVED, that, upon filing the Certificate of Elimination with the Secretary of State of the State of Delaware, all matters set forth in the Series A Certificate of Designations and the Series B Certificate of Designations shall be eliminated from the Certificate of Incorporation with respect to the Series A Preferred Stock and the Series B Preferred Stock, respectively; and be it further RESOLVED, that each of the directors and officers of the Company is hereby authorized and directed, in the name and on behalf of the Company, to prepare, execute, and deliver to the Secretary of State of the State of Delaware the Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series A Preferred Stock and the Series B Preferred Stock, and any and all additional documents required to be filed therewith.”
Fourth: In accordance with Section 151(g) of the DGCL, the Certificate of Incorporation as effective immediately prior to the filing of this Certificate of Elimination is hereby amended to eliminate all references to the Series A Preferred Stock and the Series B Preferred Stock.
[Signature page follows]
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be acknowledged as true in its corporate name under the penalties of perjury and executed by its duly authorized officer this 25th day of March, 2026.
NEW FORTRESS ENERGY INC.
Name: Christopher S. Guinta
Title: Chief Financial Officer
[Signature Page to the Certificate of Elimination]