{"filing":{"accession_number":"0001749723-26-000118","cik":"0001749723","ticker":"NFE","company_name":"New Fortress Energy Inc.","form":"8-K","filing_date":"2026-09-11","report_date":"2026-09-11","primary_document":"nfe-20260911.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1749723/000174972326000118/nfe-20260911.htm"},"events":[{"id":32855,"run_id":30205,"accession_number":"0001749723-26-000118","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.94,"summary":"New Fortress Energy completed a comprehensive restructuring and recapitalization transaction on September 11, 2026, involving separation of its Brazilian business into two independent companies (BrazilCo and CoreCo), extinguishment of approximately $5.7 billion in debt obligations, and a $136.5 million capital raise. The transaction was implemented pursuant to UK Restructuring Plans sanctioned by the High Court of Justice and recognized by the U.S. Bankruptcy Court under Chapter 15, resulting in a material change of control and fundamental restructuring of the company's capital structure and operations.","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36137,"accession_number":"0001749723-26-000118","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses the consummation of a comprehensive restructuring transaction on September 11, 2026, involving the separation of New Fortress Energy into two independent companies (BrazilCo and CoreCo), the termination and exchange of approximately $5.7 billion in debt obligations, and a $136.5 million capital raise. The transaction was implemented pursuant to UK Restructuring Plans sanctioned by the High Court of Justice and recognized by the U.S. Bankruptcy Court under Chapter 15. This constitutes a material change of control and restructuring of the company's capital structure and operations, meeting the definition of ma_activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36138,"accession_number":"0001749723-26-000118","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 incorporates Item 1.01 by reference, which describes the completion of a UK Restructuring Plan involving the separation of NFE's Brazilian business into two distinct enterprises (BrazilCo and \"New NFE\"), extinguishment of ~$5.7 billion in debt, and a capital raise of $136.5 million. This constitutes a material change of control and restructuring transaction that fundamentally alters the company's capital structure and business organization, meeting the definition of ma_activity under Items 1.01/1.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36139,"accession_number":"0001749723-26-000118","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 discloses completion of a significant disposition involving separation of NFE's Brazilian business into two distinct enterprises (BrazilCo and \"New NFE\"), extinguishment of ~$5.7 billion in debt, and restructuring of equity and creditor claims. The press release confirms \"successfully completed its restructuring and recapitalization transaction\" with the UK Restructuring Plan effective on the filing date (September 11, 2026). This constitutes a material change of control and disposition of assets meeting the definition of ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36140,"accession_number":"0001749723-26-000118","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a major restructuring and recapitalization transaction involving a UK Restructuring Plan that extinguished ~$5.7 billion of third-party debt, separated the Brazilian business into a standalone entity (BrazilCo), and resulted in a material change of control and capital structure. The press release explicitly states \"Successfully Completes Restructuring and Recapitalization Transaction\" with Plan Creditors receiving equity stakes (65% common equity and preferred equity of \"New NFE\") and debt instruments, representing a fundamental change in ownership and control. This constitutes a material acquisition/disposition/change of control event under Item 2.03 and Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36142,"accession_number":"0001749723-26-000118","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a major restructuring and recapitalization transaction involving a UK Restructuring Plan that resulted in the separation of the company's Brazilian business into two distinct enterprises (BrazilCo and \"New NFE\"), extinguishment of ~$5.7 billion in debt, and a significant change in capital structure and ownership. This constitutes a material change of control and restructuring event. While Item 3.03 addresses modification of security holders' rights, the substantive event disclosed is the completion of a transformative M\u0026A-like restructuring transaction that fundamentally altered the company's structure, debt, and equity ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36145,"accession_number":"0001749723-26-000118","item_number":"7.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the successful completion of a major restructuring and recapitalization transaction involving a UK Restructuring Plan that extinguished ~$5.7 billion of third-party debt, separated the Brazilian business into a standalone entity (BrazilCo), and resulted in a dramatic deleveraging of the company's balance sheet from ~$5.7 billion to ~$700 million in corporate debt. This constitutes a material change of control and capital structure reorganization that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32856,"run_id":30205,"accession_number":"0001749723-26-000118","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"In connection with the restructuring, New Fortress Energy issued 10,608,922 shares of CoreCo common stock and 2,454,936 shares of CoreCo Mandatorily Convertible Preferred Stock to Plan Creditors, together with 200,000 FLNG 2 Preferred Interests, all issued in reliance on Section 3(a)(10) of the Securities Act. Plan Creditors received 65% of the common equity of 'New NFE' and preferred equity with $2.45 billion liquidation preference, representing a substantial dilutive capital event.","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36141,"accession_number":"0001749723-26-000118","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses the issuance of 10,608,922 shares of CoreCo common stock and 2,454,936 shares of CoreCo Mandatorily Convertible Preferred Stock to Plan Creditors pursuant to a restructuring plan, together with 200,000 FLNG 2 Preferred Interests. The filing explicitly states these securities are issued \"in reliance upon an exemption from registration in Section 3(a)(10) of the Securities Act,\" confirming they are unregistered equity issuances. The press release confirms this is part of a major restructuring where Plan Creditors received \"65% of the common equity of 'New NFE'\" and preferred equity with $2.45 billion liquidation preference, representing a substantial dilutive capital event following the company's emergence from restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32857,"run_id":30205,"accession_number":"0001749723-26-000118","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"summary":"Five new directors (Anthony M. Abate, Douglas S. Aron, Maria V. Gordon, Steven J. Pully, and William P. Wall) were appointed to the Board of Directors effective on the closing date of the restructuring transaction, with William P. Wall designated as Non-Executive Chair. This reconstitution of the board reflects significant governance changes following completion of the major restructuring.","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36143,"accession_number":"0001749723-26-000118","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of five new directors (Anthony M. Abate, Douglas S. Aron, Maria V. Gordon, Steven J. Pully, and William P. Wall) to the Board of Directors effective on the Closing Date of a major restructuring transaction. While six directors also resigned in connection with the transaction, the principal disclosed action centers on the appointment of the new directors and reconstitution of the board, including designation of William P. Wall as Non-Executive Chair and committee assignments. This is material to investors as it reflects significant governance changes following the completion of a major UK Restructuring Plan that extinguished ~$5.7 billion of debt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32858,"run_id":30205,"accession_number":"0001749723-26-000118","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"New Fortress Energy amended its Certificate of Incorporation and Bylaws, implementing a 1-for-50 reverse stock split, removing the staggered board structure, adopting majority voting for directors, increasing the minimum board size to three directors, and adding officer exculpation provisions. These governance amendments were adopted in connection with the company's emergence from restructuring.","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11","form":"8-K","submitted_at":null,"items":[{"id":36144,"accession_number":"0001749723-26-000118","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to the Certificate of Incorporation and Bylaws, including a 1-for-50 reverse stock split (previously stockholder-approved), removal of staggered board structure, adoption of majority voting for directors, increase in minimum board size to three directors, and officer exculpation provisions. While these are governance amendments, the reverse split and board structure changes are material to shareholders. The context of the supplemental exhibits reveals this occurs as part of a major restructuring and recapitalization (UK Restructuring Plan completion), but Item 5.03 itself focuses on the corporate governance amendments rather than the underlying M\u0026A/restructuring event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36137,"accession_number":"0001749723-26-000118","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 1.01 discloses the consummation of a comprehensive restructuring transaction on September 11, 2026, involving the separation of New Fortress Energy into two independent companies (BrazilCo and CoreCo), the termination and exchange of approximately $5.7 billion in debt obligations, and a $136.5 million capital raise. The transaction was implemented pursuant to UK Restructuring Plans sanctioned by the High Court of Justice and recognized by the U.S. Bankruptcy Court under Chapter 15. This constitutes a material change of control and restructuring of the company's capital structure and operations, meeting the definition of ma_activity under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36138,"accession_number":"0001749723-26-000118","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 incorporates Item 1.01 by reference, which describes the completion of a UK Restructuring Plan involving the separation of NFE's Brazilian business into two distinct enterprises (BrazilCo and \"New NFE\"), extinguishment of ~$5.7 billion in debt, and a capital raise of $136.5 million. This constitutes a material change of control and restructuring transaction that fundamentally alters the company's capital structure and business organization, meeting the definition of ma_activity under Items 1.01/1.02.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36139,"accession_number":"0001749723-26-000118","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 2.01 discloses completion of a significant disposition involving separation of NFE's Brazilian business into two distinct enterprises (BrazilCo and \"New NFE\"), extinguishment of ~$5.7 billion in debt, and restructuring of equity and creditor claims. The press release confirms \"successfully completed its restructuring and recapitalization transaction\" with the UK Restructuring Plan effective on the filing date (September 11, 2026). This constitutes a material change of control and disposition of assets meeting the definition of ma_activity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36140,"accession_number":"0001749723-26-000118","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a major restructuring and recapitalization transaction involving a UK Restructuring Plan that extinguished ~$5.7 billion of third-party debt, separated the Brazilian business into a standalone entity (BrazilCo), and resulted in a material change of control and capital structure. The press release explicitly states \"Successfully Completes Restructuring and Recapitalization Transaction\" with Plan Creditors receiving equity stakes (65% common equity and preferred equity of \"New NFE\") and debt instruments, representing a fundamental change in ownership and control. This constitutes a material acquisition/disposition/change of control event under Item 2.03 and Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36141,"accession_number":"0001749723-26-000118","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses the issuance of 10,608,922 shares of CoreCo common stock and 2,454,936 shares of CoreCo Mandatorily Convertible Preferred Stock to Plan Creditors pursuant to a restructuring plan, together with 200,000 FLNG 2 Preferred Interests. The filing explicitly states these securities are issued \"in reliance upon an exemption from registration in Section 3(a)(10) of the Securities Act,\" confirming they are unregistered equity issuances. The press release confirms this is part of a major restructuring where Plan Creditors received \"65% of the common equity of 'New NFE'\" and preferred equity with $2.45 billion liquidation preference, representing a substantial dilutive capital event following the company's emergence from restructuring.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36142,"accession_number":"0001749723-26-000118","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses completion of a major restructuring and recapitalization transaction involving a UK Restructuring Plan that resulted in the separation of the company's Brazilian business into two distinct enterprises (BrazilCo and \"New NFE\"), extinguishment of ~$5.7 billion in debt, and a significant change in capital structure and ownership. This constitutes a material change of control and restructuring event. While Item 3.03 addresses modification of security holders' rights, the substantive event disclosed is the completion of a transformative M\u0026A-like restructuring transaction that fundamentally altered the company's structure, debt, and equity ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36143,"accession_number":"0001749723-26-000118","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.92,"reasoning":"The filing discloses the appointment of five new directors (Anthony M. Abate, Douglas S. Aron, Maria V. Gordon, Steven J. Pully, and William P. Wall) to the Board of Directors effective on the Closing Date of a major restructuring transaction. While six directors also resigned in connection with the transaction, the principal disclosed action centers on the appointment of the new directors and reconstitution of the board, including designation of William P. Wall as Non-Executive Chair and committee assignments. This is material to investors as it reflects significant governance changes following the completion of a major UK Restructuring Plan that extinguished ~$5.7 billion of debt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36144,"accession_number":"0001749723-26-000118","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to the Certificate of Incorporation and Bylaws, including a 1-for-50 reverse stock split (previously stockholder-approved), removal of staggered board structure, adoption of majority voting for directors, increase in minimum board size to three directors, and officer exculpation provisions. While these are governance amendments, the reverse split and board structure changes are material to shareholders. The context of the supplemental exhibits reveals this occurs as part of a major restructuring and recapitalization (UK Restructuring Plan completion), but Item 5.03 itself focuses on the corporate governance amendments rather than the underlying M\u0026A/restructuring event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"},{"id":36145,"accession_number":"0001749723-26-000118","item_number":"7.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the successful completion of a major restructuring and recapitalization transaction involving a UK Restructuring Plan that extinguished ~$5.7 billion of third-party debt, separated the Brazilian business into a standalone entity (BrazilCo), and resulted in a dramatic deleveraging of the company's balance sheet from ~$5.7 billion to ~$700 million in corporate debt. This constitutes a material change of control and capital structure reorganization that would significantly affect a reasonable investor's assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-11T13:20:42.572342+00:00","company_name":"New Fortress Energy Inc.","ticker":"NFE","filing_date":"2026-09-11"}]}