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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes thereto included in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in Part 1, Item 1A, of this Annual Report and our other filings with the Securities and Exchange Commission (“SEC”). Please also see the section titled “Forward-Looking Statements” in this Annual Report.

Overview

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, “we,” “us,” “our” or the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Once natural gas is liquefied, it needs an inlet into the countries where it will be consumed – Excelerate provides that home for LNG. Our assets are the receiving points across the globe for LNG, which we convert back into natural gas through the process of regasification. That natural gas is then used by us, our customers, or other end users further downstream for lower carbon emitting power generation or direct energy consumption. At Excelerate, we believe that access to energy sources such as LNG is critical to assist countries in growing their economies, enhancing their energy security, and advancing their decarbonization efforts.

Our business is substantially supported by long-term, take-or-pay agreements, which provide consistent revenue and cash flow from our high-quality customer base. Under these agreements, we either provide regasification services or utilize our assets to directly provide natural gas, LNG, power, or steam to our customers. As of December 31, 2025, we control or operate 11 floating regasification terminals, one onshore regasification terminal and a combined heat and power plant. We have one new floating regasifiation terminal currently being constructed by Hyundai Heavy Industries in South Korea, which we expect to take delivery of in the second quarter of 2026. It will be utilized in a five-year regasification and LNG supply agreement with Iraq’s Ministry of Electricity, which we expect to commence in the third quarter of 2026.

Our business spans the globe, with a regional presence in 14 countries and an operational presence in Argentina, Bangladesh, Brazil, Finland, Germany, Iraq, Jamaica, Pakistan, the United Arab Emirates (“UAE”), and the United States. As of December 31, 2025, we have completed more than 3,800 ship-to-ship transfers of LNG with over 50 LNG operators since we began operations and have safely delivered more than 8,000 billion cubic feet of natural gas through 19 LNG regasification terminals. We are the largest provider of regasified LNG capacity in Argentina, Bangladesh, Finland, Jamaica and the UAE. We are also one of the largest providers of regasified LNG capacity in Brazil as well as in Pakistan, where we have regasified more LNG than any other provider in the past 10 years.

For the year ended December 31, 2025, we generated revenues of $1,228.3 million, net income of $167.0 million and adjusted earnings before income tax, depreciation, and amortization (“Adjusted EBITDA”) of $449.3 million. For the year ended December 31, 2024, we generated revenues of $851.4 million, net income of $153.0 million and Adjusted EBITDA of $348.2 million. For the year ended December 31, 2023, we generated revenues of $1,159.0 million, net income of $126.8 million and Adjusted EBITDA of $346.8 million. For more information regarding our non-GAAP measure Adjusted EBITDA and a reconciliation to net income, the most comparable U.S. Generally Accepted Accounting Principles (“GAAP”) measure, see “How We Evaluate Our Operations.”

Recent Business Updates

Iraq

In October 2025, we executed a definitive commercial agreement with a subsidiary of Iraq’s Ministry of Electricity for the development of the country’s first LNG import terminal, which will be located at the Port of Khor Al Zubair. The integrated project includes a five-year agreement for regasification services and LNG supply with a customer extension option, and a minimum contracted offtake of 250 million standard cubic feet per day (“MMscf/d”).

Acquisition

In May 2025, we closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s business in Jamaica for approximately $1,026.5 million in cash, which was subject to certain adjustments for cash, indebtedness, transaction expenses, working capital and liquefied natural gas and fuel inventory (the “Acquisition”). Under the terms of the purchase agreement, we acquired 100% of the operating interests in three facilities, as well as the operations, pipelines and infrastructure associated therewith: the Montego Bay LNG Terminal, the Old Harbour LNG Terminal and the Clarendon combined heat and power plant. The Acquisition was funded with the Debt Offering (as defined herein), the Equity Offering (as defined herein), and cash on hand.

The Acquisition directly aligns with our strategies of (1) acquiring interests in LNG regasification terminals and integrated LNG infrastructure projects, which we believe will enhance long-term contract revenue and margins, and (2) diversifying the geographic mix of the LNG markets we serve and our customer base.

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We believe that the Acquisition is complementary to our existing assets and business strategy and establishes Excelerate as a provider of “last-mile” LNG infrastructure in Jamaica. Additionally, the Acquisition provides an attractive downstream natural gas market for Excelerate’s 20-year Venture Global LNG supply agreement and secures pull through demand and value-accretive offtake for our LNG supply.

Recent Trends and Outlook

Natural gas and LNG prices fell in European and Asian markets during the fourth quarter of 2025 as compared to the third quarter of 2025. Dutch Title Transfer Facility (“TTF”) and Japan Korea Marker (“JKM”) reported average fourth quarter prices of $10.20 per million British thermal units (“MMBtu”) and $10.29 per MMBtu, respectively, which decreased compared to TTF and JKM prices of $11.70 per MMBtu and $11.84 per MMBtu, respectively, in the third quarter of 2025. Meanwhile, average Henry Hub prices increased from $3.14 per MMBtu in the third quarter of 2025 to $4.22 per MMBtu in the fourth quarter of 2025.

Global LNG trade in 2025 expanded at a modest rate, increasing from 420 million tonnes per annum (“MTPA”) in 2024 to 444 MTPA in 2025. United States policy shifts continue to play a major role in global LNG supply expectations. With the lifting of the DOE non‐FTA export permit pause in January 2025, U.S. LNG development regained momentum and supported a wave of new final investment decisions (“FID”). 2025 became the second‐highest year on record for LNG liquefaction FIDs, with 102 MTPA sanctioned. This surge in sanctioned capacity was led overwhelmingly by U.S. projects, which accounted for approximately 87% of global incremental LNG supply in 2025.

We believe the evolving LNG market dynamics in 2025 continued to strongly support our growth strategy. The combination of heightened global focus on energy security and the ongoing transition toward cleaner‐burning fuels has driven sustained demand for LNG across Europe, Asia, and emerging markets. Countries have accelerated their efforts to diversify away from coal and Russian pipeline gas. Approximately 230 million tonnes (“MT”) of incremental LNG supply is expected to come online by 2030, and 2025 marked the beginning of a material step‐up in new liquefaction capacity, a trend that is expected to make LNG more affordable and accessible.

Components of Our Results of Operations

Terminal services revenues

Terminal services revenues are earned via our offshore infrastructure assets that are leased to customers and from the related technical services we provide to operate those assets. These assets provide offshore regasification of LNG to natural gas and are put in place to provide the inlet for LNG into countries around the world under long-term, take-or-pay lease and operations agreements. We generally charge fixed fees for the use of and services provided with our regasification capacity plus additional amounts for certain variable costs.

LNG, gas and power revenues

LNG, gas and power revenues are earned through vertically integrated LNG sourcing, transportation, regasification, and power generation. We employ our midstream LNG assets with additional owned assets further downstream in the LNG value chain to deliver products to our customers, ultimately in the form of natural gas, LNG, power, or steam. These products are primarily sold through long-term take-or-pay agreements and, when sourced by us, are primarily done on a back-to-back price basis.

Cost of LNG, gas and power

Cost of LNG, gas and power is comprised of expenses incurred in sourcing LNG, transporting LNG and natural gas, regasifying LNG, and generating power and steam. These expenses include purchasing, personnel, and other supporting costs incurred in operating and servicing our infrastructure assets utilized in delivering these products to our customers. We primarily source LNG through long-term offtake agreements from natural gas liquefaction facilities around the world. These offtake agreements allow us to link price terms directly with take-or-pay agreements with our customers, creating continuous take-or-pay margin on a back-to-back price basis.

Operating expenses

Operating expenses include personnel, repair and maintenance, and other supporting costs incurred in operating and servicing our offshore infrastructure assets that are leased to customers.

Depreciation and amortization expenses

Depreciation expense is recognized on a straight-line basis over the estimated useful lives of our property and equipment assets, less an estimated salvage value. Certain recurring repairs and maintenance expenditures required by regulators are amortized over the required maintenance period.

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Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of compensation and other employee-related costs for personnel engaged in executive management, sales, finance, legal, tax and human resources. Selling, general and administrative expenses also consist of expenses associated with office facilities, information technology, external professional services, business development, legal costs and other administrative expenses.

Transition and transaction expenses

We incurred transition and transaction expenses related to consulting, legal and due diligence costs incurred as part of and in preparation for the Acquisition.

Other income, net

Other income, net, primarily contains interest income, gains or losses from the effect of foreign exchange rates and gains and losses on asset sales.

Interest expense and Interest expense – related party

Our interest expense is primarily associated with our finance leases liabilities and loan agreements with external banks and related parties.

Earnings from equity-method investment

Earnings from equity-method investment relate to our 45% ownership interest in the joint venture with Nakilat Excelerate LLC.

Provision for income taxes

Excelerate is a corporation for U.S. federal and state income tax purposes. Excelerate Energy Limited Partnership (“EELP”) is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level. Instead, EELP’s U.S. income is allocated to its Class A and Class B partners proportionate to their interest. In addition, EELP has international operations that are subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. These taxes are also included in our provision for income taxes.

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to non-controlling interests includes earnings allocable to our shares of Class B Common Stock, $0.001 par value per share (“Class B Common Stock”), as well as earnings allocable to the third-party equity ownership interests in our subsidiaries, Excelerate Energy Bangladesh, LLC and Excelerate Albania Holding Sh.p.k.

Factors Affecting the Comparability of Our Results of Operations

Our historical results of operations may not be comparable from period to period or going forward. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

Impact of the Acquisition

We closed on the Acquisition in May 2025, therefore our results of operations for the year ended December 31, 2025 only contain a partial period of Jamaican operating results. Results of operations for the years ended December 31, 2024 and 2023 do not contain the results of Jamaican operations.

How We Evaluate Our Operations

We operate in a single reportable segment. However, we use a variety of qualitative, operational and financial metrics to assess our performance and valuation. Among other measures, management considers each of the following in assessing our business:

Adjusted Gross Margin;

Adjusted EBITDA; and

Capital Expenditures.

Adjusted Gross Margin

We use Adjusted Gross Margin, a non-GAAP financial measure, which we define as revenues less direct cost of sales and operating expenses, excluding depreciation and amortization, to measure our operational financial performance. Management believes

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Adjusted Gross Margin is useful because it provides insight on profitability and true operating performance excluding the implications of the historical cost basis of our assets. Our computation of Adjusted Gross Margin may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization expense, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance.

We adjust net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, Adjusted EBITDA has significant limitations that affect its use as an indicator of our profitability and valuation, and you are cautioned not to place undue reliance on this information.

Capital Expenditures

We incur capital expenditures as part of our regular business operations. Capital expenditures are costs incurred to expand our business operations, increase the efficiency of business operations, extend the life of an existing asset, improve an asset’s capabilities, increase the future service of an asset, maintain the service capability of existing assets, and provide the upkeep required for regulatory compliance. Costs related to prospective projects are capitalized once it is determined to be probable that the related assets will be constructed.

The tables below reconcile the financial measures discussed above to the most directly comparable financial measure calculated and presented in accordance with GAAP:

Years ended December 31,

(In thousands)

Years ended December 31,

(In thousands)

Transition and transaction expenses 34,233 — —

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Consolidated Results of Operations

Years Ended December 31, 2025, 2024 and 2023

Years ended December 31, Change

(In thousands)

Revenues

Operating expenses

Transition and transaction expenses 34,233 — — 34,233 —

Other income (expense)

Additional financial data:

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net income

Net income was $167.0 million for the year ended December 31, 2025, an increase of $14.0 million, as compared to $153.0 million for the year ended December 31, 2024. Net income was higher primarily due to the addition of Jamaica operating income ($43.5 million), the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.8 million), an increase in LNG, gas and power sales opportunities ($12.4 million), extended commissioning time for our power barge assets in Albania in 2024 ($10.2 million), a decrease in personnel costs in Argentina ($6.0 million), and a decrease in foreign exchange losses ($3.0 million), partially offset by an increase in interest expense due to our new 2030 Notes (as defined herein) net of the effects of the Term Loan Facility (as defined herein) paydown ($36.6 million), transition and transaction costs incurred as a result of the Acquisition ($34.2 million), a decrease in interest income ($5.8 million), and a decrease in the tax provision ($1.8 million).

Gross Margin and Adjusted Gross Margin

Gross Margin was $395.4 million for the year ended December 31, 2025, an increase of $86.3 million, as compared to $309.1 million for the year ended December 31, 2024. For the year ended December 31, 2025, Adjusted Gross Margin was $506.7 million, an increase of $98.6 million, as compared to $408.1 million for the year ended December 31, 2024. Gross Margin and Adjusted Gross Margin were higher primarily due to the Acquisition ($71.5 million), the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.8 million), an increase in LNG, gas and power sales opportunities ($12.4 million) and a decrease in personnel costs in Argentina ($6.0 million). Gross Margin was also higher due to extended commissioning time for our power barge assets in Albania in 2024 ($10.2 million), partially offset by the addition of depreciation and amortization in Jamaica ($25.9 million).

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Adjusted EBITDA

Adjusted EBITDA was $449.3 million for the year ended December 31, 2025, an increase of $101.1 million, as compared to $348.2 million for the year ended December 31, 2024. Adjusted EBITDA was higher primarily due to the Acquisition ($69.9 million), the drydocking of Summit LNG and Excellence in the first three months of 2024 ($17.8 million), an increase in LNG, gas and power sales opportunities ($12.4 million), a decrease in personnel costs in Argentina ($6.0 million), and a decrease in foreign exchange losses ($3.0 million), partially offset by a decrease in interest income ($5.8 million).

For more information regarding our non-GAAP measures Adjusted Gross Margin and Adjusted EBITDA, and a reconciliation to their most comparable GAAP measures, see “—How We Evaluate Our Operations.”

Terminal services

Terminal services revenues were $596.6 million for the year ended December 31, 2025, a decrease of $15.6 million as compared to $612.2 million for the year ended December 31, 2024. Terminal services revenues were lower primarily due to lower reimbursable costs and to the recognition of deferred revenue for the drydocking of Summit LNG in the first quarter of 2024, which occurs when we drydock either of our two floating regasification terminals accounted for as a sales-type lease.

LNG, gas and power revenues

LNG, gas and power revenues were $631.6 million for the year ended December 31, 2025, an increase of $392.3 million, as compared to $239.3 million for the year ended December 31, 2024. The increase was primarily due to the Acquisition and higher LNG, gas and power revenues in North America, Asia Pacific and Europe.

Cost of LNG, gas and power

Cost of LNG, gas and power was $537.8 million for the year ended December 31, 2025, an increase of $310.1 million, as compared to $227.7 million for the year ended December 31, 2024. The increase was primarily due to the Acquisition and increased LNG, gas and power sales opportunities in North America, Asia Pacific and Europe.

Operating expenses

Operating expenses were $183.7 million for the year ended December 31, 2025, a decrease of $31.9 million, as compared to $215.6 million for the year ended December 31, 2024. The decrease in operating expenses was primarily due to drydock costs on Summit LNG in the first quarter of 2024 and decreased personnel costs in Argentina.

Depreciation and amortization expenses

Depreciation and amortization expenses were $111.3 million for the year ended December 31, 2025, an increase of $12.4 million, as compared to $98.9 million for the year ended December 31, 2024. Depreciation and amortization increased primarily due to the Acquisition, partially offset by the extended commissioning time on our power barge assets in Albania during 2024.

Selling, general and administrative expenses

Selling, general and administrative expenses were $94.5 million for the year ended December 31, 2025, an increase of $0.4 million, as compared to $94.1 million for the year ended December 31, 2024. Selling, general and administrative expenses was essentially flat.

Transition and transaction expenses

Transition and transaction expenses were $34.2 million for the year ended December 31, 2025. Transition and transaction expenses relate to due diligence, legal, and integration costs for the Acquisition. We did not incur any transition and transaction expenses in the year ended December 31, 2024.

Interest expense

Interest expense was $81.2 million for the year ended December 31, 2025, an increase of $33.8 million, as compared to $47.4 million for the year ended December 31, 2024. The increase was primarily due to our new 2030 Notes (as defined herein), partially offset by the effects of the Term Loan Facility (as defined herein) paydown during the second quarter of 2025, lower balances remaining on our finance leases and long-term debt and decreases in interest rates.

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Other income, net

Other income, net was $20.0 million for the year ended December 31, 2025, a decrease of $2.9 million, as compared to $22.9 million for the year ended December 31, 2024. Other income, net increased primarily due to a decrease in interest income, partially offset by a decrease in foreign exchange losses.

Provision for income taxes

The provision for income taxes for the years ended December 31, 2025 and 2024 was $27.9 million and $26.1 million, respectively. The increase was primarily attributable to the year-over-year change in the geographical distribution of income.

The effective tax rate for the years ended December 31, 2025 and 2024 was 14.3% and 14.6%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Excelerate is a corporation for U.S. federal and state income tax purposes. EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level.

We have international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, our effective income tax rate is dependent on many factors, including the geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions. In one jurisdiction, our tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract and revenue with our customer ends.

Net income attributable to non-controlling interest

Net income attributable to non-controlling interest was $127.8 million for the year ended December 31, 2025, an increase of $7.6 million, as compared to $120.2 million for the year ended December 31, 2024. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock, partially offset by a decrease in the Class B ownership as a result of the Equity Offering (as defined herein).

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net income

Net income was $153.0 million for the year ended December 31, 2024, an increase of $26.2 million, as compared to $126.8 million for the year ended December 31, 2023. Net income was higher primarily due to the update to our useful life assumption in the fourth quarter of 2023 ($17.9 million), various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), a decrease in the provision for income taxes ($7.1 million), lower interest expense due to decreased debt balances ($5.1 million), an increase in interest income ($4.0 million), and the benefit of the Sequoia acquisition ($4.0 million), partially offset by a decrease due to the transition of Sequoia to a long-term regasification agreement in the first quarter of 2024 ($22.3 million), increased selling, general and administrative expenses primarily due to business development activities and long-term incentive compensation ($6.7 million), a decrease in other gas sales opportunities ($4.0 million), and increased personnel costs in Argentina ($3.7 million).

Gross Margin and Adjusted Gross Margin

Gross Margin was $309.1 million for the year ended December 31, 2024, an increase of $11.0 million, as compared to $298.1 million for the year ended December 31, 2023. For the year ended December 31, 2024, Adjusted Gross Margin was $408.1 million, a decrease of $4.3 million, as compared to $412.4 million for the year ended December 31, 2023. Gross Margin and Adjusted Gross Margin were affected primarily by various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), and lower operating lease expense due to the acquisition of Sequoia ($6.0 million), partially offset by a decrease due to the transition of Sequoia to a long-term regasification agreement in the first quarter of 2024 ($22.3 million), a decrease in other gas sales opportunities ($4.0 million), and increased personnel costs in Argentina ($3.7 million). Gross Margin was also improved by the update to our useful life assumption in the fourth quarter of 2023 ($17.9 million), partially offset by higher depreciation expense as a result of our acquisition of Sequoia ($2.0 million).

Adjusted EBITDA

Adjusted EBITDA was $348.2 million for the year ended December 31, 2024, an increase of $1.4 million, as compared to $346.8 million for the year ended December 31, 2023. Adjusted EBITDA was higher primarily due to various charter rate increases ($14.3 million), a full year of earnings from our charter with Germany ($8.1 million), lower operating lease expense due to the acquisition of Sequoia ($6.0 million), and an increase in interest income ($4.0 million), partially offset by a decrease due to the transition of Sequoia to a long-term regasification agreement in the first quarter of 2024 ($22.3 million), a decrease in other gas sales opportunities ($4.0

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million), increased personnel costs in Argentina ($3.7 million), and increased selling, general and administrative expenses primarily due to business development activities ($3.1 million).

For more information regarding our non-GAAP measures Adjusted Gross Margin and Adjusted EBITDA, and a reconciliation to their most comparable GAAP measures, see “—How We Evaluate Our Operations.”

Terminal services

Terminal services revenues were $612.2 million for the year ended December 31, 2024, an increase of $105.4 million, as compared to $506.8 million for the year ended December 31, 2023. Terminal services revenues were higher primarily due to beginning our long-term regasification agreement in Brazil in the first quarter of 2024 and our charter in Germany and various charter rate increases, partially offset by 2023 seasonal service in Argentina.

LNG, gas and power revenues

LNG, gas and power revenues were $239.3 million for the year ended December 31, 2024, a decrease of $412.9 million, as compared to $652.2 million for the year ended December 31, 2023. The decrease was primarily due to the completion of our natural gas sales agreement in Brazil in December 2023 and gas sales into Finland in the first quarter of 2023, partially offset by increased LNG sales in Asia Pacific and a partial LNG cargo sale in the Atlantic Basin in the fourth quarter of 2024.

Cost of LNG, gas and power

Cost of LNG, gas and power was $227.7 million for the year ended December 31, 2024, a decrease of $290.7 million, as compared to $518.4 million for the year ended December 31, 2023. The decrease was primarily due to the completion of our natural gas sales agreement in Brazil in December 2023 and gas sales into Finland in the first quarter of 2023, partially offset by increased LNG sales in Asia Pacific and a partial LNG cargo sale in the Atlantic Basin in the fourth quarter of 2024.

Operating expenses

Operating expenses were $215.6 million for the year ended December 31, 2024, a decrease of $12.6 million, as compared to $228.2 million for the year ended December 31, 2023. The decrease in operating expenses was primarily due to lower expenses in Brazil as a result of transitioning to a long-term regasification agreement in the first quarter of 2024, 2023 drydock costs on Excellence, and lower operating lease expense due to the acquisition of Sequoia, partially offset by drydock costs on Summit LNG and increased personnel costs in Argentina.

Depreciation and amortization expenses

Depreciation and amortization expenses were $98.9 million for the year ended December 31, 2024, a decrease of $15.4 million, as compared to $114.3 million for the year ended December 31, 2023. Depreciation and amortization decreased primarily due to the update to our useful life assumptions and accelerated depreciation recognized in the second quarter of 2023 for assets removed from service, partially offset by increases from the acquisition of Sequoia in the second quarter of 2023 and extended commissioning time on our power barge assets in Albania.

Selling, general and administrative expenses

Selling, general and administrative expenses were $94.1 million for the year ended December 31, 2024, an increase of $6.6 million, as compared to $87.5 million for the year ended December 31, 2023. Selling, general and administrative expenses increased primarily due to increased business development activities and long-term incentive compensation.

Interest expense

Interest expense was $47.4 million for the year ended December 31, 2024, a decrease of $5.1 million, as compared to $52.5 million for the year ended December 31, 2023. Interest expense decreased due to accelerated amortization of deferred issuance costs related to the Amended Credit Agreement (as defined herein) recognized in the year ended 2023, partially offset by our entering into the Term Loan Facility (as defined herein) in the second quarter of 2023.

Other income, net

Other income, net was $22.9 million for the year ended December 31, 2024, an increase of $7.3 million, as compared to $15.6 million for the year ended December 31, 2023. The increase was primarily due to higher interest income received on cash balances invested in money market funds.

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Provision for income taxes

The provision for income taxes for the years ended December 31, 2024 and 2023 was $26.1 million and $33.2 million, respectively. The decrease was primarily attributable to the year-over-year change in the geographical distribution of income.

The effective tax rate for the years ended December 31, 2024 and 2023 was 14.6% and 20.8%, respectively. The decrease was primarily driven by the geographical distribution of income and the varying tax regimes of jurisdictions.

Excelerate is a corporation for U.S. federal and state income tax purposes. EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, has generally not been subject to U.S. federal income tax at the entity level.

We have international operations that are also subject to foreign income tax and U.S. corporate subsidiaries subject to U.S. federal tax. Therefore, its effective income tax rate is dependent on many factors, including the geographical distribution of income, a rate benefit attributable to the portion of our earnings not subject to corporate level taxes, and the impact of nondeductible items and foreign exchange impacts as well as varying tax regimes of jurisdictions. In one jurisdiction, our tax rate is significantly less than the applicable statutory rate as a result of a tax holiday that was granted. This tax holiday will expire in 2033 at the same time that our contract with and revenue from our customer ends.

Net income attributable to non-controlling interest

Net income attributable to non-controlling interest was $120.2 million for the year ended December 31, 2024, an increase of $23.8 million, as compared to $96.4 million for the year ended December 31, 2023. The increase in net income attributable to non-controlling interest was primarily due to higher net income attributable to owners of our Class B Common Stock.

Liquidity and Capital Resources

Based on our cash positions, cash flows from operating activities and borrowing capacity on our debt facilities, we believe we will have sufficient liquidity for the next 12 months for ongoing operations, planned capital expenditures, other investments, debt service obligations, payment of tax distributions and our announced and expected quarterly dividends and distributions, as described in Part II, Item 5 – Our Dividend and Distribution Policy. For more information regarding our planned dividend payments, see Note 14 – Equity. As of December 31, 2025, we had $538.2 million in unrestricted cash and cash equivalents.

We have historically funded our business, including meeting our day-to-day operational requirements, repaying our indebtedness and funding capital expenditures, through debt financing, equity offerings, capital contributions and our operating cash flows as discussed below. We expect that our future principal uses of cash will also include additional capital expenditures to fund our growth strategy, pay income taxes and make distributions from EELP to fund income taxes, fund our obligations under the Tax Receivable Agreement (“TRA”), and pay cash dividends and distributions. Any determination to pay dividends to holders of our common stock and distributions to holders of EELP’s Class B interests will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, covenant compliance, restrictions in our existing and any future debt and other factors that our board of directors deems relevant. In the future we may enter into arrangements to grow our business or acquire or invest in complementary businesses which could decrease our cash and cash equivalents and increase our cash requirements. As a result of these and other factors, we could use our available capital resources sooner than expected and may be required to seek additional equity or debt.

Equity Offering

In March 2025, the Company and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of our Class A Common Stock. The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from us pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, we granted the underwriters an option, exercisable for 30 days, to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed in April 2025. The underwriters’ option was fully exercised and subsequently closed in May 2025. The net proceeds from the Equity Offering to us from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million.

Repurchase of Equity Securities

In December 2025, the Company’s board of directors approved a share repurchase program to purchase up to $75.0 million of its Class A Common Stock (the “Share Repurchase Program”). The Share Repurchase Program does not obligate us to acquire any specific number of shares, has no expiration date, and may be suspended, extended, modified or discontinued at any time at the discretion of the board of directors. Under the Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any Class A Common Stock repurchases

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under the Share Repurchase Program are determined by us in our discretion and depend on a variety of factors, including legal requirements, price, and business, economic, and market conditions. No shares were repurchased during the year ended December 31, 2025.

During the year ended December 31, 2024, we repurchased 2,473,787 shares of our outstanding Class A Common Stock at a weighted average price of $20.41 per share, for a total net cost, including commission fees and taxes, of approximately $50.0 million. As indicated under the EELP Limited Partnership Agreement, for each Class A Common Stock we repurchased, EELP, immediately prior to the repurchase, redeemed an equal number of Class A interests held by us, upon the same terms and at the same price, as the shares of our Class A Common Stock were repurchased.

Cash Flow Statement Highlights

Years Ended December 31, 2025, 2024 and 2023

Years ended December 31,

Net cash provided by (used in): (In thousands)

Operating Activities

Cash flows provided by operating activities increased by $216.8 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to differences in the timing of collections and payments related to LNG, gas and power purchases and sales, interest expense on the 2030 Notes (as defined herein), collections received after our power barge assets went into service, and drydock expenditures.

Cash flows provided by operating activities increased by $12.5 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to differences in the timing of collections and payments related to gas purchases and sales and collections received after our power barge assets went into service, partially offset by drydock expenditures and increased cash tax payments.

Investing Activities and Capital Expenditures

Cash flows used in investing activities were primarily comprised of capital expenditures made for the purchases of property and equipment, which increased by $1,069.1 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily due to the Acquisition, and the purchase of Shenandoah in the third quarter of 2025.

Cash flows used in investing activities were comprised of capital expenditures made for the purchases of property and equipment, which decreased by $195.3 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The decrease was primarily due to the 2023 purchase of Sequoia, partially offset by our milestone payment under the Newbuild Agreement (as defined herein).

Financing Activities

Financing cash flows increased by $872.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to $800.0 million in borrowings as a result of the Debt Offering (as defined herein), $201.8 million in proceeds from the Equity Offering, and $50.0 million paid in 2024 to repurchase Class A Common Stock, partially offset by a $143.3 million increase in repayments on long-term debt and finance leases, payments of $21.2 million for debt issuance costs in 2025 and an increase of $12.4 million in dividends and distributions paid.

Financing cash flows decreased by $260.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, primarily due to $250.0 million in proceeds received from the Term Loan Facility in 2023, $50.0 million in cash paid in 2024 to repurchase Class A Common Stock, a $6.3 million increase in distributions, and a $2.2 million decrease in contributions received from our minority owner related to the Albania Power Project, partially offset by a $41.3 million decrease in repayments on long-term debt and payments of $7.7 million for debt issuance costs in 2023.

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Capital Expenditures

The following table summarizes our cash outlays for capital projects for the years ended December 31, 2025, 2024 and 2023:

Years ended December 31, Change

Capital expenditures (In thousands)

Debt Facilities

2030 Notes

In May 2025, EELP closed on an offering (the “Debt Offering”) of $800 million in aggregate principal amount of 8.000% senior unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an Indenture, dated as of May 5, 2025 (the “Indenture”), by and among EELP, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, paying agent and registrar, will mature in May 2030 and were issued at par. Interest on the 2030 Notes is payable semi-annually in arrears in each May and November, beginning in November 2025. The net proceeds from the Debt Offering, together with the net proceeds from the Equity Offering and cash on hand were used to (i) fund the consideration payable by the Company in the Acquisition, (ii) repay the outstanding borrowings under the Term Loan Facility, and (iii) pay related fees and expenses. The 2030 Notes are guaranteed by certain direct and indirect restricted subsidiaries of EELP.

Revolving Credit Facility and Term Loan Facility

In April 2022, EELP entered into a senior secured revolving credit agreement, by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the lenders and issuing banks thereunder made available a revolving credit facility (the “EE Revolver”), including a letter of credit sub-facility, to EELP. The EE Revolver enabled us to borrow up to $350.0 million over a three-year term originally set to expire in April 2025.

In March 2023, EELP entered into an amended and restated senior secured credit agreement (“Amended Credit Agreement”), by and among EELP, as borrower, Excelerate, as parent, the lenders party thereto, the issuing banks party thereto and Wells Fargo Bank, N.A., as administrative agent. Under the Amended Credit Agreement, EELP obtained a new $250.0 million term loan facility (the “Term Loan Facility” and, together with the EE Revolver as amended, the “EE Facilities”). As amended, the EE Facilities mature in March 2029. The Amended Credit Agreement requires EELP to maintain (i) a maximum consolidated total leverage of 3.50x, provided that, if the aggregate value of all unsecured debt is equal to or greater than $250.0 million, the maximum permitted consolidated total leverage increases to 4.25x, (ii) collateral vessel maintenance coverage to be not less than the greater of (a) $750.0 million and (b) 130% of the sum of the total credit exposure under the Amended Credit Agreement and (iii) a minimum consolidated interest coverage ratio of 2.50x. Proceeds from the EE Revolver may be used for working capital and other general corporate purposes and up to $500.0 million of the EE Revolver may be used for letters of credit.

Borrowings under the EE Facilities bear interest at a per annum rate equal to the term Secured Overnight Financing Rate (“SOFR”) reference rate for such period plus an applicable margin, which is based on EELP’s consolidated total leverage ratio as defined and calculated under the Amended Credit Agreement and can range from 2.75% to 3.50%. The unused portion of the EE Revolver commitment is subject to an unused commitment fee calculated at a rate per annum ranging from 0.375% to 0.50% based on EELP’s consolidated total leverage ratio.

In April 2023, we purchased Sequoia for $265.0 million using $250.0 million borrowed through our Term Loan Facility together with cash on hand. Concurrently with the purchase, we entered into interest rate swaps for the same notional amount as the Term Loan Facility. The purpose of the swaps is to hedge our exposure to fluctuations in SOFR related to borrowings on the Term Loan Facility. The interest rate swaps have maturity, payment and reset dates that align with those of the Term Loan Facility.

In September 2023, EELP entered into an amendment to the Amended Credit Agreement (the “First Amendment”). The First Amendment provides for, among other things, (i) inclusion of commodity and foreign exchange swap termination value in the collateral vessel maintenance coverage test and (ii) an update to the ordering of payment applications in the event of default.

In December 2023, we paid off $55.2 million of the principal outstanding on our Term Loan Facility. We also terminated the same notional value of the interest rate swaps we had previously entered into to hedge the fluctuations in the SOFR rates associated with the variable interest rate on the loan.

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In March 2025, EELP entered into an amendment (the “Fourth Amendment”) to the Amended Credit Agreement, which provided for, among other things, (i) additional covenant baskets to permit the Acquisition and the incurrence of debt in connection therewith, and (ii) replacement of the collateral vessel maintenance coverage covenant with a broader collateral maintenance coverage covenant, which includes the value of the assets acquired in the Acquisition.

In April 2025, EELP and the Company entered into an amendment (the “Fifth Amendment”) to the Amended Credit Agreement. The Fifth Amendment provides for, among other things, (i) the extension of the maturity of the revolving facility thereunder to March 2029 and (ii) an increase in the aggregate commitments under the revolving facility to $500.0 million. As per the conditions of the Fifth Amendment, the remaining outstanding balance on the existing Term Loan Facility was repaid in full using proceeds from the 2030 Notes (as defined herein). The Company also unwound the remaining interest rate swaps associated with the Term Loan Facility.

In September 2025, EELP and the Company entered into the sixth amendment to the Amended Credit Agreement, which modified provisions related to investments and restricted payments to provide greater flexibility to the Company.

The Amended Credit Agreement contains customary representations, warranties, covenants (affirmative and negative, including maximum consolidated total leverage ratio, minimum consolidated interest coverage ratio, and collateral vessel maintenance coverage covenants), and events of default, the occurrence of which would permit the lenders to accelerate the maturity date of amounts borrowed under the EE Facilities.

As of December 31, 2025, the Company had issued no letters of credit under the EE Revolver. As a result of the EE Revolver’s financial ratio covenants and after taking into account the outstanding letters of credit issued under the facility, all of the $500.0 million of undrawn capacity was available for additional borrowings as of December 31, 2025. We have $171.3 million in letters of credit outstanding as of December 31, 2025, under a bilateral facility.

Experience Financing

In December 2016, the Company entered into a sale leaseback agreement with a third party to provide $247.5 million of financing for Experience (the “Experience Financing”). Due to the Company’s requirement to repurchase the asset at the end of the term, the transaction was accounted for as a failed sale leaseback (a financing transaction). Under the Experience Financing agreement, the Company is deemed the owner of the asset and continues to recognize the asset on its consolidated balance sheets, with the proceeds received recorded as a financial obligation. As amended, the Company makes quarterly principal payments of $3.1 million and interest payments at the three-month SOFR plus 3.4% and the loan has a maturity date of December 2033. After the final quarterly payment in December 2033, there will be no remaining balance due.

In the second quarter of 2023, the agreement was amended to convert the reference rate in the Experience Financing from the LIBOR to the SOFR yield curve. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 3.25%. The agreement contains certain security rights related to Experience in the event of default.

The Experience Financing contains certain financial covenants as well as customary affirmative and negative covenants. EELP must maintain a minimum equity of $500.0 million, a maximum debt-to-equity ratio of 3.5 to 1 and a minimum cash and cash equivalents balance, including loan availability, of $20.0 million. The agreement also requires that a three-month debt service reserve be funded and that the value of the terminal equal or exceed 110% of the remaining amount outstanding, in addition to other affirmative and negative covenants customary for floating regasification terminal financings. The financing also requires the terminal to carry the typical marine insurances.

2017 Bank Loans

In June 2017, we entered into two loan agreements with external banks (the “2017 Bank Loans”) to finance the Moheshkhali LNG (“MLNG”) terminal in Bangladesh. The first arrangement allowed us to borrow up to $32.8 million. The loan accrues interest at the six-month SOFR plus 2.85%. Payments are due semi-annually with a maturity date of October 2029. In the fourth quarter of 2023, we executed an amendment to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the six-month LIBOR plus 2.42%.

The second arrangement allowed us to draw funds up to $92.8 million. The loan accrues interest at the three-month SOFR plus 4.76%. Payments are due quarterly with a maturity date of October 2029. In the fourth quarter of 2023, we executed an amendment to convert the reference rate from the LIBOR to the SOFR yield curve effective on the first interest payment date occurring after June 2023. Prior to the amendment, the Company made interest payments at the three-month LIBOR plus 4.50%. The agreement contains certain security rights related to MLNG terminal assets and project contracts in the event of default.

The 2017 Bank Loans require compliance with certain financial covenants, as well as customary affirmative and negative covenants associated with limited recourse project financing facilities. The loan agreements also require that a six-month debt service reserve amount be funded and that an off-hire reserve amount be funded monthly to cover operating expenses and debt service while the floating regasification terminal is away during drydock maintenance. The loan agreements also require that the MLNG terminal and

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project company be insured on a stand-alone basis with property insurance, liability insurance, business interruption insurance and other customary insurance policies. The respective project company must have a quarterly debt service coverage ratio of at least 1.10 to 1. Beginning in 2021, waivers were obtained for immaterial non-financial covenants and are still in effect.

Exquisite Financing

In June 2018, we entered into a sale leaseback agreement with the Nakilat JV to provide $220.0 million of financing via a fifteen-year lease agreement for Exquisite at 7.73%. The lease agreement has a symmetrical put and call option at the end of the original term or, optionally, two five-year extensions with symmetrical put and call options after each extension. The agreement did not meet the terms for recognition of a sale leaseback transaction and instead was treated as financing due to the terms of the transaction. The agreement contains certain security rights related to Exquisite in the event of default.

As of December 31, 2025, the Company was in compliance with the covenants under its debt facilities.

Other Contractual Obligations

Operating Leases

We are the lessee of one floating regasification terminal lease and one vessel lease. Additionally, we have operating leases for offices in various locations under noncancelable leases. As of December 31, 2024, we had future minimum lease payments totaling $5.6 million. As of December 31, 2025, we had future minimum lease payments totaling $212.0 million and are committed to $34.1 million in year one, $68.3 million for years two and three, $65.7 million for years four and five and $43.9 million thereafter.

Finance Leases

Certain enforceable floating regasification terminal leases and pipeline capacity agreements are classified as finance leases, and the right-of-use assets are included in property and equipment. As of December 31, 2024, we had future minimum lease payments totaling $240.4 million. As of December 31, 2025, we had future minimum lease payments totaling $207.2 million and are committed to $33.2 million in payments in year one, $60.8 million for years two and three, $55.2 million for years four and five, and $58.0 million thereafter.

Newbuild Agreement

In October 2022, we signed a construction agreement (“the Newbuild Agreement”) with HD Hyundai Heavy Industries for a new floating regasification terminal. We made milestone payments of approximately $50 million, $30 million and $20 million in the fourth quarter of 2024, first quarter of 2025 and second quarter of 2025, respectively, leaving approximately $210 million in remaining spend. The final installment is due concurrently with the delivery of the terminal, which is expected in the second quarter of 2026.

Tax Receivable Agreement

We are party to the TRA with EE Holdings and the Foundation. The TRA provides for payment by us to EE Holdings of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits resulting from (i) certain increases in the tax basis of assets of EELP and its subsidiaries resulting from exchanges of EELP partnership interests in the future, (ii) certain tax attributes of EELP and subsidiaries of EELP (including the existing tax basis of assets owned by EELP or its subsidiaries and the tax basis of certain assets purchased from the Foundation) that existed as of the time of our initial public offering (“IPO”) or may exist at the time when Class B interests of EELP are exchanged for shares of Class A Common Stock, and (iii) certain other tax benefits related to us entering into the TRA, including tax benefits attributable to payments that we make under the TRA. See “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in our Proxy Statement on DEF 14A filed in April 2025.

The payments that we will be required to make under the TRA, including those made if we elect to terminate the agreement early, have the potential to be substantial. Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefits that are the subject of the TRA, we expect that future payments to EE Holdings will equal $58.8 million in the aggregate, although the actual future payments will vary based on the factors discussed in “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Tax Receivable Agreement” in our Proxy Statement on DEF 14A filed in April 2025. In addition, payments we make under the TRA will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. Estimating the amount of payments that may be made under the TRA is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events.

For the years ended December 31, 2025 and 2024, we made payments under the TRA of $1.5 million and $4.0 million, respectively. The TRA payment forecasted to be made in 2026 as of December 31, 2025, is $7.7 million. If EE Holdings were to have exchanged all of its EELP interests as of the balance sheet date, we would recognize a liability for payments under the TRA of

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approximately $375.6 million, assuming (i) that EE Holdings exchanged all of its EELP interests using our December 31, 2025 closing market price of $28.05 per share of Class A Common Stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 21.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the TRA. The actual future payments to EE Holdings will vary, and estimating the amount and timing of payments that may be made under the TRA is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. We expect to receive distributions from EELP in order to make any required payments under the TRA. Any distributions that EELP makes to us will generally require EELP to make distributions to the other owners of EELP pro rata based on ownership of EELP interests. To the extent such distributions or our cash resources are insufficient to meet our obligations under the TRA as result of timing discrepancies or otherwise, we may need to incur debt to finance payments under the TRA.

LNG purchase commitments

In February 2023, we executed a 20-year LNG sale and purchase agreement (“SPA”) with Venture Global LNG. Under the agreement, we will purchase 0.7 MTPA of LNG on a free-on-board basis from the Plaquemines Phase 2 LNG facility in Plaquemines Parish, Louisiana. Our purchase commitment will be based on the final settlement price of monthly Henry Hub natural gas futures contracts plus a contractual spread. The start of this commitment, however, is dependent on the second phase of the LNG facility becoming operational, which is not expected in the next 12 months.

In January 2024, we executed a 15-year SPA with QatarEnergy. Under the agreement, we have agreed to purchase LNG from QatarEnergy beginning in 2026. QatarEnergy will deliver 0.85 MTPA of LNG in 2026 and 2027 and 1.0 MTPA from 2028 to 2040. Our purchase commitment will be based on a three-month average of Brent Crude prices for the months immediately preceding each delivery, multiplied by a fixed percentage. These LNG volumes are intended to be used to supply sales under the SPA we have with Petrobangla.

In the third quarter of 2024, we signed a medium-term agreement for LNG purchases in one of the Atlantic Basin regions in which we do business. Over the term of this agreement, we will purchase approximately 0.65 million tonnes of LNG, the pricing of which will be based on TTF. The first purchase under this agreement was made during the fourth quarter of 2024.

In May 2025, as part of the Acquisition, we assumed an LNG SPA. Under the agreement, we will purchase approximately 0.55 MTPA through January 2030. Our purchase commitment is based on the final settlement price of monthly Henry Hub natural gas futures contracts plus a contractual spread and adjusted for inflation. These LNG volumes are expected to be used to supply customers in Jamaica.

The following table presents our future contractual obligations as of December 31, 2025 (in thousands):

Next Twelve Months Beyond

Other purchase obligations 284,445 —

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires significant judgments from management in estimating matters for financial reporting that are inherently uncertain. For additional information about our accounting policies and estimates, see the Note 2 – Summary of significant accounting policies to the Consolidated Financial Statements.

Business combinations

We account for business combinations in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations. Accordingly, we allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The fair values of identifiable assets acquired and liabilities assumed are determined based on various valuation techniques, including the discounted cash flow and cost methods. Goodwill is calculated as the difference between the estimate of the fair value of the consideration transferred and the estimates of the fair value assigned to the assets acquired and liabilities assumed. We intend to finalize the purchase price allocation as soon as practicable within the measurement period, but no later than one year following the closing date of the combination. Transaction and integration costs associated with business combinations are expensed as incurred.

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Leases

We account for leases under the provisions of ASC 842, Leases (“ASC 842”). In the application of ASC 842 for leases in which we are the lessee, certain estimates and management judgments are required such as determining the useful life of a leased asset, the discount rate used in calculating the present value of lease payments, and when leases have extension or termination options that are likely to be exercised. When we are the lessor, estimates are required in allocating the contract consideration between the lease component and non-lease components on a relative standalone selling price basis.

Lessee Accounting

As of the lease commencement date, we recognize a liability for our lease obligation, initially measured at the present value of lease payments not yet paid, and an asset for our right to use the underlying asset, initially measured equal to the lease liability and adjusted for lease payments made at or before lease commencement, lease incentives, and any initial direct costs. The discount rate used to determine the present value of the lease payments is the rate of interest that we would have to pay to borrow on a collateralized basis over a similar term for an amount equal to the lease payments in a similar economic environment.

The initial recognition of the lease obligation and right-of-use asset excludes short-term leases. Short-term leases are leases with an original term of one year or less, excluding those leases with an option to extend the lease for greater than one year or an option to purchase the underlying asset that the lessee is deemed reasonably certain to exercise. We have elected, as an accounting policy, not to apply the recognition requirements to short-term leases. Instead, we may recognize the lease payments in the statements of income on a straight-line basis over the lease term.

We have certain lease agreements that provide for the option to extend or terminate early, which was evaluated on each lease to arrive at the lease term. If we were reasonably certain to exercise a renewal or termination option, this period was factored into the lease term. As of December 31, 2025, we did not have any lease agreements with residual value guarantees or material restrictions or covenants.

Lessor Accounting

We determined that our terminal services contracts contain a lease and a performance obligation for the provision of charter and other regasification services. Leases are classified based upon defined criteria either as sales-type, direct financing, or operating leases by the lessor.

For those leases classified as sales-type, the underlying floating regasification terminal is derecognized and the net investment in the lease is recorded. We have determined that these contracts contain a lease component for the use of the terminals and non-lease components relating to operation of the terminals. We have allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. We utilize a combination of approaches to estimate the standalone selling prices when the directly observable selling price is not available by utilizing information available such as market conditions and prices, entity-specific factors, and internal estimates when market data is not available. Given that there are no observable standalone selling prices for either of these two components, judgment is required in determining the standalone selling price of each component.

Useful lives of long-lived assets

Property and equipment are stated at cost less accumulated depreciation. New assets, modifications to existing assets which improve the asset’s operational efficiency, capacity or useful life, and our finance leases are assigned a useful life. Useful lives of property and equipment are determined using various assumptions, including our expected use of our assets and the supply of and demand for LNG and natural gas in the markets we serve, normal wear and tear of assets, and the expected extent and frequency of maintenance. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value.

During the fourth quarter of 2023, we performed a review of the estimated useful lives of our floating regasification terminals. As a relatively new asset class, being first built in 2005, we initially estimated a useful life of 30 years with no salvage value. As the terminals approach almost 20 years of life, there has been improved visibility into the expected term of floating regasification terminal productive capabilities, demand, and salvage potential. As a result, we changed the useful lives of our floating regasification terminal assets to 40 years and added an estimated salvage value.

Intangible assets, which represent customer relationships associated with the Acquisition, are stated net of accumulated depreciation. The fair value of the customer relationship intangible assets was estimated by applying an income approach based on estimated future cash flows, the probability of contract renewals and an estimated discount rate. These assets are amortized on a straight-line basis over the period in which we expect to benefit from services provided to our customers. At the time of the Acquisition, we believed such assumptions were reasonable; however, circumstances may develop that would cause us to change these assumptions, which would change our amortization amounts prospectively.

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Asset retirement obligations (“ARO”)

We recognize liabilities for retirement obligations associated with tangible long-lived assets when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The fair value of a liability for an ARO is recognized in the period which it is incurred, if a reasonable estimate of fair value can be made. In order to estimate the fair value, we use judgments and assumptions for factors including the existence of legal obligations for an ARO; technical assessments of the assets; discount rates; inflation rates; and estimated amounts and timing of settlements. The offsetting asset retirement cost is recorded as an increase to the carrying value of the associated property and equipment on the consolidated balance sheets and depreciated over the estimated useful life of the asset. In periods subsequent to the initial measurement of an ARO, we recognize period-to-period changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows.

Income taxes

We are a corporation for U.S. federal and state income tax purposes. EELP is treated as a pass-through entity for U.S. federal income tax purposes and, as such, is generally not subject to U.S. federal income tax at the entity level. As part of our income tax accounting process, we are required to make certain assumptions and estimations.

We record valuation allowances to reflect the estimated amount of certain deferred tax assets that, more likely than not, will not be realized. In making such a determination, we evaluate a variety of factors, including our operating history, accumulated deficit, and the existence of taxable or deductible temporary differences and reversal periods.

The effect of uncertain tax positions is recognized only if those positions are more likely than not of being sustained. Conclusions reached regarding uncertain tax positions are continually reviewed based on ongoing analyses of tax laws, regulations, and interpretations thereof. To the extent that our assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. We recognize the tax benefit from an uncertain tax provision only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position.

Tax receivable agreement

In connection with the IPO, we are party to the TRA with EE Holdings. The TRA will provide for payment by us to EE Holdings of 85% of the amount of the net cash tax savings, if any, that we are deemed to realize as a result of our utilization of certain tax benefits. The amount and timing of future payments to EE Holdings will vary as the calculation depends on a variety of factors and future events. Potential future actions taken by us, such as mergers or other forms of business combinations that would constitute a change in control, may influence the timing and amount of payments we make under the TRA in a manner that does not correspond to our use of the corresponding tax benefits.

Recent Accounting Pronouncements

Refer to Note 2 – Summary of significant accounting policies to the notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report for information regarding recently issued accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

In our normal course of business, we are exposed to certain market risks, including changes in interest rates, natural gas and LNG commodity prices and foreign currency exchange rates. In order to manage these risks, we may utilize derivative instruments. Gains or losses on those derivative instruments would typically be offset by corresponding gains or losses on the hedged item.

Interest Rate Risk

We have entered into long-term interest rate swap agreements in order to hedge a portion of our exposure to changes in interest rates associated with our external bank loans. We are exposed to changes in interest rates on our other debt facilities as well as the portion of our external bank loans that remain unhedged. We may enter into additional derivative instruments to manage our exposure to interest rates.

As of December 31, 2025 and December 31, 2024, the fair value of our interest rate swaps was $0.5 million and $2.3 million, respectively. Based on our hedged notional amount as of December 31, 2025, a hypothetical 100 basis point increase or decrease in the three-month and six-month SOFR forward curves would change the estimated fair value of our existing interest rate swaps by $0.9 million.

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Commodity Price Risk

In the course of our operations, we may be exposed to commodity price risk, primarily through our purchases of or commitments to purchase LNG. To reduce our exposure, we may enter into derivative instruments to offset some or all of the associated price risk. As of December 31, 2025 and December 31, 2024, we had no financial commodity derivative instruments.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar. We have one foreign subsidiary that utilizes the euro as its functional currency. Gains or losses due to transactions in foreign currencies are included in other income (expense), net in our consolidated statements of income. Due to a portion of our expenses being incurred in currencies other than the U.S. dollar, our expenses may, from time to time, increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the euro, Argentine peso, Brazilian real and the Bangladesh taka. During the years ended December 31, 2025, 2024 and 2023, the fair value of financial derivatives used to hedge some of our currency exposure was immaterial. For the years ended December 31, 2025, 2024 and 2023, we recorded $(0.5) million, $(3.5) million and $(4.1) million, respectively, in foreign currency gains/(losses) in our consolidated statements of income.

Item 8. Financial Statements and Supplementary Data.

The financial information required by Item 8 is located beginning on page F-1 of this Annual Report.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework and criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control – Integrated Framework,” published in 2013. Based on this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.

Management has excluded the Acquisition of the Jamaica entities from its assessment of internal control over financial reporting as of December 31, 2025, as it was acquired by the Company during the past year. The total assets and total revenues of the Acquisition excluded from management’s assessment represent 16% and 21%, respectively, of the Company’s total consolidated financial statement amounts as of and for the year ended December 31, 2025.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report, which appears in this Annual Report.

58

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

On December 15, 2025, Oliver Simpson, Chief Commercial Officer of the Company, entered into a 10b5-1 sales plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. This 10b5-1 sales plan provides for the sale of up to 6,000 shares of Class A Common Stock. This 10b5-1 sales plan will become effective on March 20, 2026 and will terminate on March 20, 2027, subject to earlier termination as provided in the plan.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

59

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025.

Our board adopted a Code of Conduct and Ethics (the “Code”) relating to the conduct of our business by all of our employees, executive officers (including our principal executive officers, principal financial officer and principal accounting officer (or persons performing similar functions)), and directors. This Code satisfies the requirement that we have a “code of conduct” under the NYSE and SEC rules and is available on our website at www.excelerateenergy.com. To the extent required under the listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.

Item 11. Executive Compensation.

The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025.

Item 14. Principal Accountant Fees and Services.

Our independent registered public accounting firm is PricewaterhouseCoopers LLP, Houston, Texas.

The information required by this item is incorporated herein by reference to the 2026 Proxy Statement, which will be filed with the SEC not later than 120 days subsequent to December 31, 2025.

60

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1) Financial Statements

The consolidated financial statements and related notes of Excelerate Energy, Inc. and Subsidiaries, together with the report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, are included beginning on page F-1 of this Annual Report.

(2) Financial Statements Schedules

All financial statement schedules have been omitted because they are not applicable or the required information is presented in the financial statements or the notes thereto.

(3) Index to Exhibits

The exhibits required to be filed or furnished pursuant to Item 601 of Regulation S-K are set forth below.

61

ExhibitNumber Description

62

63

19* Insider Trading Policy

21.1* Subsidiaries of the Registrant.

23.1* Consent of Independent Registered Public Accounting Firm.

101.SCH* Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document.

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

‡ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. The Company agrees to furnish an unredacted copy of this exhibit to the SEC upon request.

Item 16. Form 10-K Summary

None.

64

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Excelerate Energy, Inc.

Date: February 26, 2026 By: /s/ Dana Armstrong

Dana Armstrong

Pursuant to the requirements of the Securities Exchange Act of 1934, this report had been signed by the following persons on behalf of the registrant and in the capacities indicated on February 26, 2026.

Signature Title (Position with Excelerate Energy, Inc.)

/s/ Steven Kobos President, Chief Executive Officer and Director

Steven Kobos (Principal Executive Officer)

/s/ Dana Armstrong Executive Vice President and Chief Financial Officer

Dana Armstrong (Principal Financial Officer)

/s/ Michael Bent Vice President, Controller and Chief Accounting Officer

Michael Bent (Principal Accounting Officer)

/s/ Don P. Millican Chairman of the Board and Director

Don P. Millican

/s/ Deborah L. Byers Director

Deborah L. Byers

/s/ Nisha D. Biswal Director

Nisha D. Biswal

/s/ Paul T. Hanrahan Director

Paul T. Hanrahan

/s/ Tyler D. Todd Director

Tyler D. Todd

/s/ Robert A. Waldo Director

Robert A. Waldo

65

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 238) F-2

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5

Notes to Consolidated Financial Statements F-10

Note 1 – General business information F-10

Note 2 – Summary of significant accounting policies F-10

Note 3 – Acquisition F-18

Note 4 – Fair value of financial instruments F-19

Note 5 – Accounts receivable, net F-20

Note 6 – Derivative financial instruments F-20

Note 7 – Other current assets F-21

Note 8 – Property and equipment, net F-22

Note 9 – Goodwill and intangible assets, net F-22

Note 10 – Accrued liabilities F-23

Note 11 – Long-term debt, net F-23

Note 12 – Long-term debt – related party F-26

Note 13 – TRA liability F-26

Note 14 – Equity F-27

Note 15 – Earnings per share F-29

Note 16 – Leases F-30

Note 17 – Revenue F-31

Note 18 – Long-term incentive compensation F-34

Note 19 – Income taxes F-36

Note 20 – Related party transactions F-40

Note 21 – Defined contribution plan F-40

Note 22 – Concentration risk F-40

Note 23 – Commitments and contingencies F-41

Note 24 – Asset retirement obligations F-41

Note 25 – Supplemental disclosures for consolidated statement of cash flows F-42

Note 26 – Accumulated other comprehensive income F-42

Note 27 – Subsequent events F-42

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Excelerate Energy, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Excelerate Energy, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded acquisition of the Jamaica entities (“Jamaica Acquisition”) from its assessment of internal control over financial reporting as of December 31, 2025, because they were acquired by the Company in a business combination during 2025. We have also excluded the Jamaica Acquisition from our audit over internal control over financial reporting. The Jamaica Acquisition comprises wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 16 percent and 21 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s 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 for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding

F-2

prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of New Fortress Energy, Inc. Business in Jamaica – Valuation of Customer Relationships

As described in Notes 2 and 3 to the consolidated financial statements, in May 2025, the Company closed the acquisition of 100% of the interests in New Fortress Energy Inc.’s (NFE) business in Jamaica for approximately $1.027 billion in cash. Of the acquired intangible assets, $369 million of customer relationships were recorded. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recognized at their estimated fair values. The fair value of the customer relationship intangible assets was estimated by management by applying an income approach using the multi-period excess earnings method based on estimated future cash flows, return on assets, the probability of contract renewals, and an estimated discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships acquired in the acquisition of NFE’s business in Jamaica is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to return on assets and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships acquired. These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to return on assets and discount rate. Evaluating management’s assumption related to return on assets involved considering (i) the current and past performance of NFE’s business in Jamaica; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the return on assets and discount rate assumptions.

Revenue Recognition – Terminal Services and Certain Liquified Natural Gas, Natural Gas, and Power Revenue

As described in Notes 2 and 17 to the consolidated financial statements, the Company’s contracts with customers consist of terminal services and liquified natural gas (“LNG”), natural gas (“gas”), and power sales. The Company’s long-term terminal services contracts typically contain a lease. The lease of the Company’s floating regasification terminals and fixed terminals represents the use of the asset without any associated performance obligations or warranties (a lease component). These contracts may also contain non-lease components relating to the operation of the assets (i.e., provision of terminal services). For terminal services contracts classified as operating leases, revenues from the lease component of the contracts are recognized on a straight-line basis over the term of the contract. The lease component of terminal services contracts that are accounted for as sales-type leases is recognized over the lease term using the effective interest rate method. The provision of terminal services is considered a single performance obligation recognized evenly over time as the Company’s services are rendered or consistent with the customer’s proportionate right to use its assets. Additionally, as part of its operations, the Company sells products that include natural gas, LNG, power, and steam through its use of its regasification terminals and power plant assets. Sales revenues are recognized at the point in time each unit of product is transferred to the control of the customer. This typically occurs when title and risk of loss has transferred to a customer. For the year ended December 31, 2025, the Company recognized total revenue of $1,228 million, comprised of revenue from leases of $541

F-3

million, from regasification and other services of $56 million, and from LNG, gas, and power sales of $631 million, of which a majority relates to certain LNG, gas, and power revenue.

The principal consideration for our determination that performing procedures relating to revenue recognition - terminal services and certain LNG, gas, and power revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process. These procedures also included, among others (i) testing management’s assessment of contract classification for terminal services and certain LNG, gas, and power sales revenue; (ii) testing revenue recognized by (a) obtaining and inspecting source documents, such as underlying contracts, invoices, and subsequent cash receipts for a sample of terminal services non-lease transactions, (b) obtaining and inspecting source documents, such as underlying contracts, to recalculate a sample of terminal services operating lease revenue transactions, (c) obtaining and inspecting underlying contracts and subsequent cash receipts for a sample of terminal services sales-type lease revenue transaction, and (d) obtaining and inspecting underlying contracts, invoices, subsequent cash receipts, and volume reports for a sample of certain LNG, gas, and power sales revenue transactions; and (iii) confirming a sample of outstanding terminal services and certain LNG, gas, and power sales customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, remittance advices, and subsequent cash receipts.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 26, 2026

We have served as the Company’s auditor since 2021.

F-4

Excelerate Energy, Inc.

Consolidated Balance Sheets

As of December 31, 2025 and December 31, 2024

ASSETS (In thousands)

Current assets

Current portion of restricted cash 3,239 2,612

Current portion of net investments in sales-type leases 38,870 43,471

Intangible assets, net 359,221 —

Investments in equity method investee 18,095 19,295

LIABILITIES AND EQUITY

Current liabilities

Accrued liabilities and other liabilities 123,027 70,022

Current portion of long-term debt – related party 10,521 8,943

Current portion of operating lease liabilities 23,904 1,551

Current portion of finance lease liabilities 25,382 23,475

Deferred tax liability 64,654 —

Commitments and contingencies (Note 23)

Accumulated other comprehensive income (loss) (112 ) 502

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Excelerate Energy, Inc.

Consolidated Statements of Income

For the Years Ended December 31, 2025, 2024 and 2023

Years ended December 31,

(In thousands, except share and per share amounts)

Revenues

Operating expenses

Transition and transaction expenses 34,233 — —

Other income (expense)

Net income per common share – basic $ 1.31 $ 1.29 $ 1.16

Net income per common share – diluted $ 1.28 $ 1.27 $ 1.11

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Excelerate Energy, Inc.

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2025, 2024 and 2023

Years ended December 31,

(In thousands)

Other comprehensive income (loss)

Cumulative translation adjustment 87 (119 ) (121 )

Change in unrealized gains (losses) on cash flow hedges (1,796 ) 1,104 (491 )

Comprehensive income attributable to shareholders $ 38,585 $ 32,875 $ 30,402

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Excelerate Energy, Inc.

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2025, 2024 and 2023

Issued Accumulated

Class A Class B Additional other Non-

Other comprehensive loss — — — — — — (10 ) — — (13 ) (23 )

Long-term incentive compensation — — — — 882 — — — — 2,757 3,639

Class A dividends – $0.10 per share — — — — — (2,667 ) — — — — (2,667 )

EELP distributions to Class B interests — — — — — — — — — (8,203 ) (8,203 )

Distributions — — — — — — — — — (7,975 ) (7,975 )

Other comprehensive income (loss) — — — — — — (3 ) — — 52 49

Long-term incentive compensation — — — — 1,629 — — — — 5,599 7,228

Class A dividends – $0.135 per share — — — — — (3,522 ) — — — — (3,522 )

EELP distributions to Class B interests — — — — — — — — — (11,073 ) (11,073 )

Distributions — — — — — — — — — (11,464 ) (11,464 )

Adjustment to deferred tax asset — — — — (9,530 ) — — — — — (9,530 )

Other comprehensive loss — — — — — — (614 ) — — (1,932 ) (2,546 )

Long-term incentive compensation — — — — 3,241 — — — — 8,764 12,005

Class A dividends – $0.28 per share — — — — — (8,881 ) — — — — (8,881 )

EELP distributions to Class B interests — — — — — — — — — (22,966 ) (22,966 )

Distributions — — — — — — — — — (6,823 ) (6,823 )

Impact due to change in ownership percentage — — — — 924 — — — — 2,368 3,292

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Excelerate Energy, Inc.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2025, 2024 and 2023

Years ended December 31,

Cash flows from operating activities (In thousands)

Adjustments to reconcile net income to net cash from operating activities

Amortization of operating lease right-of-use assets 15,415 2,005 14,663

Share of net earnings in equity method investee (2,337 ) (2,247 ) (883 )

(Gain) loss on non-cash items — (44 ) 1,001

Changes in operating assets and liabilities:

Tax receivable agreement liability (7,834 ) (3,433 ) (5,890 )

Cash flows from investing activities

Net cash paid for Acquisition (1,019,430 ) — —

Sales of property and equipment — — 4,101

Cash flows from financing activities

Proceeds from issuance of Class A Common stock, net 201,832 — —

Repurchase of Class A Common Stock — (50,000 ) —

Repayments of long-term debt – related party (8,943 ) (9,134 ) (8,404 )

Payment of debt issuance costs (21,200 ) — (7,660 )

Principal payments under finance lease liabilities (21,589 ) (20,504 ) (20,619 )

Taxes withheld for long-term incentive compensation (1,353 ) (400 ) (52 )

Cash, cash equivalents and restricted cash

The accompanying notes are an integral part of these consolidated financial statements.

F-9

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements

1.

General business information

Excelerate Energy, Inc. (“Excelerate” and together with its subsidiaries, the “Company”) owns and operates liquefied natural gas (“LNG”) and natural gas infrastructure assets. Excelerate was incorporated in 2021 as a Delaware corporation and formed as a holding company to own, as its sole material asset, a controlling equity interest in Excelerate Energy Limited Partnership (“EELP”), a Delaware limited partnership formed in 2003 by George B. Kaiser (together with his affiliates other than the Company, “Kaiser”). Because Excelerate operates and controls all of EELP’s business and affairs, the Company consolidates the financial results of EELP. As of December 31, 2025, Kaiser owned directly or indirectly approximately 71.9% of the ownership interests in EELP. The remaining 28.1% of the ownership interests were held by the Company as of December 31, 2025.

Basis of Presentation

These consolidated financial statements and related notes include the assets, liabilities and results of operations of Excelerate and its consolidated subsidiaries and have been prepared in accordance with United States (“U.S.”) Generally Accepted Accounting Principles (“GAAP”). All transactions among Excelerate and its consolidated subsidiaries have been eliminated in consolidation. In management’s opinion, all adjustments necessary for a fair statement are reflected. Certain amounts in prior periods have been reclassified to conform to the current year presentation.

2.

Summary of significant accounting policies

Use of estimates

The preparation of 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 disclosures 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 estimates include useful lives of property and equipment and intangible assets, asset retirement obligations, and the allocation of the transaction price to performance obligations and lease components. Management evaluates its estimates and related assumptions regularly. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

During the fourth quarter of 2023, the Company performed a review of the estimated useful lives of its floating regasification terminals. As a relatively new asset class, being first built in 2005, the Company initially estimated a useful life of 30 years with no salvage value. As the terminals approach almost 20 years of life, there has been improved visibility into the expected term of floating regasification terminal productive capabilities, demand, and salvage potential. As a result, the Company changed the useful lives of its floating regasification terminals to 40 years and added an estimated salvage value. This change in accounting estimate resulted in a decrease in depreciation expense of $6.0 million, an increase in net income of $5.7 million, and an increase to both basic and diluted earnings per share of $0.04 for the year ended December 31, 2023.

Consolidation

The consolidated financial statements include the accounts of the Company, entities controlled by the Company through its direct or indirect ownership of a majority interest and any other entities in which the Company has a controlling financial interest. The Company eliminates all significant intercompany accounts and transactions in consolidation. The ownership interest of other investors in consolidated subsidiaries is recorded as non-controlling interests.

Investments in equity method investee

All investments of which the Company owns 20% to 50%, exercises significant influence over operating and financial policies, and does not consolidate are accounted for using the equity method. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company evaluates its equity method investments for impairment when events or circumstances indicate that the carrying values of such investments may have experienced an other-than-temporary decline in value below their carrying values. If an equity method investment experiences an other-than-temporary decline in value and if the estimated fair value is less than the carrying value, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Company's consolidated statements of income.

In June 2018, the Company acquired a 45% interest in Nakilat Excelerate LLC, its equity method investment (the “Nakilat JV”), which is recorded using the equity method. For the years ended December 31, 2025, 2024 and 2023, the Company’s share of net earnings in the Nakilat JV were $2.3 million, $2.2 million and $0.9 million, respectively.

F-10

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements

Non-controlling interest

Non-controlling interest is primarily comprised of Kaiser’s 71.9% ownership interest in EELP. In addition, it is also comprised of third-party equity interests in two of the Company’s other consolidated subsidiaries: 1) a 20% interest in Excelerate Energy Bangladesh LLC and 2) a 10% interest in Excelerate Albania Holding Sh.p.k. Net income attributable to non-controlling interests represents the Company’s net income (loss) that is not allocable to Excelerate shareholders.

Foreign currency transactions and translation

The consolidated financial statements are presented in U.S. dollars, which is the Company’s reporting currency and the functional currency for all but one of the Company’s consolidated subsidiaries. The Company has one subsidiary that uses the euro as its functional currency.

For all international entities, foreign currency transactions are translated into U.S. dollars, using exchange rates at the dates of the transactions or using the average exchange rate prevailing during the period. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of income in other income, net. Foreign exchange gains/(losses) amounted to $(0.5) million, $(3.5) million and $(4.1) million for the years ended December 31, 2025, 2024 and 2023, respectively.

Fair value measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place in either the principal market for the asset or liability, or, in the absence of a principal market, in the most advantageous market for the asset or liability. The Company utilized market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation techniques. The Company uses estimates that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The Company categorizes its fair value estimates for all assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements using a fair value hierarchy based on the transparency of inputs used to measure fair value.

The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs include quoted prices for similar assets and liabilities in active markets and inputs, that are observable either directly or indirectly for substantially the full term of the contract; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

Cash, cash equivalents and restricted cash

Cash and cash equivalents include cash on hand, demand deposits, and other short-term highly liquid investments with original maturities of three months or less. Cash not available for general use by the Company due to loan restrictions is classified as restricted cash.

Restricted cash is cash restricted due to terms in certain debt agreements and is to be used to service the debt and for certain designated uses including payment of working capital, operations, and maintenance related expenses. Distributions of maintenance related expenses are subject to “waterfall” provisions that allocate cash flows from revenues to specific priorities of use in a defined order before equity distributions can be made in compliance with other debt service requirements. To the extent that restrictions on cash extend beyond one year, the Company has classified those balances as non-current in the accompanying consolidated balance sheets.

Derivative financial instruments

Derivative instruments are initially recorded at fair value as either assets or liabilities in the consolidated balance sheets and are subsequently remeasured to fair value, regardless of the purpose or intent for holding the derivative. To be considered a derivative, an agreement needs to have a notional and an underlying, require little or no initial net investment and can be net settled. The method of recognizing the changes in fair value is dependent on whether the contract is designated as a hedging instrument and qualifies for hedge

F-11

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements

accounting. The changes in the fair values of derivative instruments that are not designated or that do not qualify for hedge accounting are recognized in other income, net, in the consolidated statements of income.

The Company uses interest rate swaps to manage its exposure to adverse fluctuations in interest rates by converting a portion of its debt from a floating rate to a fixed rate. The maximum length of time over which the Company is hedging the exposure to the variability in future cash flows is based on the duration of the loans. The interest rate swaps have been designated as cash flow hedges. The Company has formally documented the hedge relationships, including identification of the hedging instruments and the hedged items, as well as the risk management objectives and strategies for undertaking the hedge transactions. Effectiveness is evaluated using regression analysis at inception and over the course of the hedge as required, unless the hedge is designated utilizing the shortcut method. The interest rate swaps are recorded in the consolidated balance sheets on a gross basis at fair value.

For such designated cash flow hedges, the gain or loss resulting from fair value adjustments on cash flow hedges are recorded in accumulated other comprehensive income. In the periods when the hedged items affect earnings, the associated fair value changes on the hedging derivatives are transferred from total equity to interest expense, net in the consolidated statements of income. The Company performs periodic assessments of the effectiveness of the derivative contracts designated as hedges, including the possibility of counterparty default. Changes in the fair value of derivatives that are designated and qualify as hedges are recognized in other comprehensive income.

Accounts receivable

Accounts receivable is presented net of the allowance for doubtful accounts on the consolidated balance sheets. The allowance for doubtful accounts is management’s best estimate of the amount of probable credit losses in existing accounts receivable based on age of accounts past due, historical write-off experience and customer economic data. The Company has a limited number of customers and continuously reviews amounts due. Account balances are charged off against the allowance when management believes that the receivable will not be recovered.

The allowance for doubtful accounts was $1.0 million and $0.2 million as of December 31, 2025 and 2024, respectively.

Inventories

LNG and natural gas inventories are recorded at the lower of cost or net realizable value, which is the known or estimated selling price less cost to sell. Cost for inventories is calculated using the first-in-first-out (FIFO) method and is comprised of the purchase price and other directly related costs. At each reporting date, inventories are assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell, and an impairment loss is recognized in the consolidated statements of income. No impairment was recorded during the years ended December 31, 2025 and 2024. For the year ended December 31, 2023, the Company recorded a lower of cost or net realizable value write-down of $1.0 million, which is included in cost of LNG, gas and power on its consolidated statements of income.

Capitalization of costs incurred during drydocking

The Company is required to drydock its floating regasification terminals periodically for maintenance and in accordance with applicable international regulations. Costs incurred related to routine repairs and maintenance performed during drydocking out of convenience are expensed. Costs incurred during drydocking to appreciably extend the useful life, increase the earnings capacity, or improve the efficiency of terminals are capitalized as property and equipment and amortized over the remaining useful life of the terminals. Costs that are incurred on major repair work which is non-routine in nature are accounted for under the built-in overhaul method and capitalized and amortized on a straight-line basis over the period from when the drydocking occurs until the next anticipated drydocking. Drydocking costs incurred to meet regulatory requirements are accounted for under the deferral method, whereby the actual costs incurred are deferred into other assets and amortized on a straight-line basis over the period from when the drydocking occurs until the next anticipated drydocking. If the terminal is drydocked earlier than originally anticipated, any remaining overhaul and regulatory capitalized costs that have not been amortized are accelerated. When a terminal is disposed, any unamortized capitalized costs are charged against income in the period of disposal. Capitalized costs are presented within either property and equipment, net or other assets on the consolidated balance sheets.

Property and equipment, net

Property and equipment, net are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, less an estimated salvage value. Modifications to property and equipment, including the addition of new equipment, which improves or increases the operational efficiency, functionality, or safety of the assets, are capitalized. These expenditures are amortized over the estimated useful life of the modification. Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

F-12

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements

Useful lives applied in depreciation are as follows:

Floating terminals and related equipment 5-40 years

Power generation 25-35 years

Fixed terminals and gas pipeline 20-40 years

Finance lease right-of-use assets Lesser of useful life or lease term

Other equipment 3-12 years

Gains and losses on disposals and retirements are determined by comparing the proceeds with the carrying amount and are recognized in the consolidated statements of income.

Business combinations

The Company accounts for business combinations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Accordingly, the Company allocates the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair values. The fair values of identifiable assets acquired and liabilities assumed are determined based on various valuation techniques, including the discounted cash flow and cost methods. Goodwill is calculated as the difference between the estimate of the fair value of the consideration transferred and the estimates of the fair value assigned to the assets acquired and liabilities assumed. The Company intends to finalize the purchase price allocation as soon as practicable within the measurement period, but no later than one year following the closing date of the combination. Transaction and integration costs associated with business combinations are expensed as incurred.

Intangible assets, net

The Company’s intangible assets represent customer relationships associated with the Acquisition (as defined herein). The fair value of these acquired intangible assets was determined at the date of Acquisition based on the present value of estimated future cash flows. These assets are amortized on a straight-line basis over approximately 20 years, the period in which the Company expects to benefit from services provided to customers.

Goodwill

Goodwill is calculated as the difference between the preliminary estimate of the fair value of consideration transferred in the Acquisition (as defined herein) and the preliminary estimates of the fair value assigned to the assets acquired and liabilities assumed. Goodwill is considered to have an indefinite life and will be tested for impairment at least annually in the fourth quarter, or whenever impairment indicators are present. Prior to conducting the goodwill impairment test, the carrying values of the Company’s long-lived assets, including property and equipment, net and intangible assets, net, are reviewed. If it is determined that the carrying values are not recoverable, the carrying values of the long-lived assets are reduced pursuant to the Company’s policy.

As part of the Company’s goodwill impairment test, qualitative factors may first be reviewed to determine if the quantitative goodwill impairment test is necessary. If the impairment test is necessary, it is performed by comparing the fair value of the relevant reporting unit with its carrying amount. If the carrying amount exceeds the fair value, an impairment loss would be recognized and a corresponding reduction of goodwill would be recorded.

Asset retirement obligations (“ARO”)

The Company recognizes liabilities for retirement obligations associated with tangible long-lived assets when there is a legal obligation associated with the retirement of such assets and the amount can be reasonably estimated. The fair value of a liability for an ARO is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. In order to estimate the fair value, the Company uses judgments and assumptions for factors including the existence of legal obligations for an ARO; technical assessments of the assets; discount rate; inflation rate; and estimated amounts and timing of settlements. The offsetting asset retirement cost is recorded as an increase to the carrying value of the associated property and equipment, net on the consolidated balance sheets and depreciated over the estimated useful life of the asset. In periods subsequent to the initial measurement of an ARO, the Company recognizes period-to-period changes in the liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. Increases in the ARO liability due to the passage of time impact net income as accretion expense.

Impairment of long-lived assets

The Company performs a recoverability assessment of each of its long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. Indicators may include, but are not limited to, adverse changes in the regulatory environment in a jurisdiction where the Company operates, unfavorable events

F-13

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements

impacting the Company’s operations, a decision to discontinue the development of a long-lived asset, early termination of a significant customer contract or the introduction of newer technology. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. In the event that an asset does not meet the recoverability test, the carrying value of the asset will be adjusted to fair value resulting in an impairment charge. The Company did not record any material impairments during the years ended December 31, 2025, 2024 or 2023.

Long-term debt and debt issuance costs

Debt issuance costs, including arrangement fees and legal expenses related to long-term notes, are deferred and presented as a direct deduction from the outstanding principal of the related debt in the consolidated balance sheets and amortized using the effective interest rate method over the term of the relevant loan. Amortization of debt issuance costs is included as a component of interest expense. If a loan or part of a loan is repaid early, the unamortized portion of the deferred debt issuance costs is recognized as interest expense proportionate to the amount of the early repayment in the period in which the loan is repaid.

Financing costs incurred related to the Amended Credit Agreement (as defined herein) and all subsequent amendments thereto are reported as other current assets and other assets on the balance sheet. Financing costs related to all of the Company’s other long-term debt are reported as current portion of long-term debt and long-term debt, net on the balance sheet. These costs will be amortized through the life of the loans to which they are related. Amortization of these deferred financing costs is included as a component of interest expense.

Debt instruments are classified as current liabilities unless the Company has an unconditional right to defer the settlement of the liability for at least 12 months after the reporting date.

Segments

The Company’s chief operating decision maker (the “CODM”) is the Company’s Chief Executive Officer, who reviews consolidated financial information for the purposes of allocating resources and assessing financial performance, utilizing consolidated net income as the primary measure of profit. Additionally, the CODM is not regularly provided any significant expense information beyond what is disclosed on the consolidated statements of income. For purposes of financial reporting under GAAP during the years ended December 31, 2025, 2024 and 2023, the Company operated as a single operating and reportable segment.

Revenue recognition

The Company accounts for revenue in accordance with ASC 842, Leases (“ASC 842”), and ASC 606, Revenue from Contracts with Customers (“ASC 606”). The Company’s contracts with customers may contain one or several performance obligations consisting of terminal services and LNG, gas, and power sales. For revenue accounted for under ASC 606, the Company determines the amount of revenue to be recognized through application of the five-step model outlined in ASC 606 as follows: when (i) a customer contract is identified, (ii) the performance obligation(s) have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligation(s) in the contract, and (v) the performance obligation(s) are satisfied. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Sales, value-added, and other taxes collected concurrently with the provision of goods or services are excluded from revenue when the customer is the primary obligor of such taxes.

Terminal services

The Company determined that its long-term terminal services contracts typically contain a lease. The lease of the Company’s floating regasification terminals and fixed terminals represents the use of the asset without any associated performance obligations or warranties (a lease component) and is accounted for in accordance with the provisions of ASC 842. These contracts may also contain non-lease components relating to operating the assets (i.e., provision of terminal services).

The Company allocated the contract consideration between the lease component and non-lease components on a relative standalone selling price basis. The Company utilizes a combination of approaches to estimate the standalone selling prices, when the directly observable selling price is not available, by utilizing information available such as market conditions and prices, entity-specific factors, and internal estimates when market data is not available. Given that there are no observable standalone selling prices for any of these components, judgment is required in determining the standalone selling price of each component. Certain terminal services agreements with customers allow an option to extend the contract. Agreements which include renewal and termination options are included in the lease term if the Company believes they are “reasonably certain” to be exercised by the lessee or if an option to extend is controlled by the Company. Leases are classified based upon defined criteria either as a sales-type, direct financing, or an operating lease. For terminal services contracts classified as operating leases, revenues from the lease component of the contracts are recognized on a straight-line basis over the term of the contract.

F-14

Excelerate Energy, Inc.

Notes to Consolidated Financial Statements

Since the Company’s adoption of ASC 842, it has applied the practical expedient to combine the lease component with its drydocking requirements (a non-lease component) in its leases classified as operating leases. During the first quarter of 2024, the Company adopted the practical expedient to also combine the lease component of its floating regasification terminal leases classified as operating leases with terminal services provided in connection with the Company’s terminal services (a non-lease component). In the agreements which the Company has applied this practical expedient, it determined that the timing and pattern of transfer of the lease and non-lease components is the same and that the lease component is the predominant characteristic. As a result, the combined components are presented as a single lease component under ASC 842.

The lease component of terminal services contracts that are accounted for as sales-type leases is recognized over the lease term using the effective interest rate method. The underlying asset is derecognized and the net investment in the lease is recorded. The net investment in the lease is increased by interest income and decreased by payments collected. The provision of terminal services is considered a non-lease component and, for our sales-type leases, is accounted for as a separate performance obligation in accordance with the provision of ASC 606. Additionally, the Company has contracts with customers to provide terminal services that do not contain a lease and are within the scope of ASC 606.

The provision of terminal services is considered a single performance obligation recognized evenly over time as the Company’s services are rendered or consistent with the customer’s proportionate right to use its assets. The Company considers its services as a series of distinct services that are substantially the same and have the same pattern of transfer to the customer. The Company recognizes revenue when obligations under the terms of its contracts with its customers are satisfied. The Company has applied the practical expedient to recognize revenue in proportion to the amount that it has the right to invoice. Certain charges incurred by the Company associated with the provision of services are reimbursable. This variable consideration is recognized in revenue once the performance obligation is complete and the receivable amount is determinable.

For terminal services contracts that are accounted for as sales-type leases, the provision of services includes a performance obligation for drydocking that occurs in accordance with applicable international regulations. The Company engages third parties to perform the drydocking, but the Company is deemed to be the principal of the transaction as it does not transfer any risk to the third parties; therefore the Company recognizes drydock revenue on a gross basis. The Company allocates a portion of the contract revenues to the performance obligation for future drydocking costs. Revenue allocated to drydocking is deferred and recognized when the drydocking service is complete. The deferred drydock revenue is presented within long-term deferred revenue in the consolidated balance sheets.

LNG, gas and power

As part of its operations, the Company sells natural gas, LNG, power, and steam through its use of its regasification terminals and power plant assets. Sales revenues are recognized at the point in time at which each unit of product is transferred to the control of the customer. This typically occurs when title and risk of loss has transferred to a customer.