UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 14, 2022

New Fortress Energy Inc.

(Exact name of registrant as specified in its charter)

Registrant’s Telephone Number, Including Area Code: (516) 268-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

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Underwriting Agreement

On December 14, 2022, New Fortress Energy Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Energy Transition Holdings LLC, an entity managed by Great Mountain Partners LLC, in its capacity as selling stockholder (the “Selling Stockholder”), and J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), in connection with the offer and sale by the Selling Stockholder of 6,900,000 shares (the “Shares”) of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of the Company.  The Company will not receive any proceeds from the sale of the shares by the Selling Stockholder. The offering is expected to close on December 19, 2022, subject to customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions. It also contains customary indemnification provisions whereby each of the Company and the Selling Stockholder have agreed to indemnify the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The offering and sale of the Shares were made pursuant to the Company’s effective automatic shelf registration statement (File No. 333-254469) and related prospectus supplement filed with the Securities and Exchange Commission.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

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