X0202
SCHEDULE 13D/A
0001140361-19-002880
0001124460
XXXXXXXX
LIVE
7
Class A Common Stock
03/31/2026
false
0001749723
644393100
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York
NY
10011
Wesley R. Edens
5162687400
111 W. 19th St., 8th Floor
New York
NY
10011
0001124460
N
Wesley R. Edens
PF
N
X1
53634666.00
0.00
53634666.00
0.00
53634666.00
N
18.8
IN
Calculations are based upon a total of 284,552,811 shares of Class A common stock outstanding as of November 14, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on November 21, 2025.
Class A Common Stock
New Fortress Energy Inc.
111 W. 19th Street, 8th Floor
New York
NY
10011
This filing constitutes Amendment No. 7 (this "Amendment") to the Schedule 13D filed by Wesley R. Edens (the "Reporting Person") with the Securities and Exchange Commission (the "SEC") on February 11, 2019 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed with the SEC on March 28, 2019, by Amendment No. 2 filed with the SEC on June 11, 2020, by Amendment No. 3 filed with the SEC on March 18, 2021, by Amendment No. 4 filed with the SEC on June 15, 2021, by Amendment No. 5 filed with the SEC on May 22, 2023 and by Amendment No. 6 filed with the SEC on October 3, 2024 (the Original Schedule 13D, as previously amended and as further amended and supplemented by this Amendment, the "Schedule 13D") with respect to the shares of Class A common stock ("Class A Shares") of New Fortress Energy Inc., a Delaware corporation (the "Issuer"). The Reporting Person is filing this Amendment to disclose that, on March 31, 2026, the Reporting Person entered into an Assignment and Assumption Agreement pursuant to which the Reporting Person agreed to purchase approximately $110 million aggregate principal amount of the loans (the "Loan Purchase") issued pursuant to the Issuer's Credit Agreement, dated as of July 19, 2024, by and among the Issuer, as the borrower, the guarantors from time to time party thereto, the several lenders from time to time party thereto, and Morgan Stanley Senior Funding Inc., as administrative agent and collateral agent (the "Term Loan A Credit Agreement"). Upon closing of the transactions contemplated by the Restructuring Support Agreement as disclosed in the Issuer's Form 8-K filed on March 17, 2026, the Reporting Person is expected to receive a pro rata portion of the consideration to be received by the lenders under the Term Loan A Credit Agreement, which consideration is expected to include an indeterminate amount of Class A Shares and shares of preferred stock convertible into Class A Shares. Other than as set forth in this Amendment, all previous Items of the Original Schedule 13D, as previously amended, are unchanged. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D, as previously amended.
Item 3 to the Schedule 13D is hereby amended by the addition of the following text: The Reporting Person funded the Loan Purchase with personal funds.
The information in comments to Item 1 of this Amendment is hereby incorporated by reference into this Item 4.
The information contained in rows 11 and 13 of the cover page to this Schedule 13D is incorporated herein by reference.
The information contained in rows 7 through 10 of the cover page to this Schedule 13D is incorporated herein by reference.
Except for the transactions described in Item 1 of this Amendment, the Reporting Person has not engaged in any transaction during the past 60 days involving Class A Shares.
The Reporting Person holds Class A Shares through WRE 2012 GST Exempt Trust LLC (formerly known as WRE 2012 Trust LLC) and Edens Family Partners LLC, entities controlled by the Reporting Person, but has the sole right to receive or direct the receipt of dividends on and the proceeds from the sale of the Class A Shares reported on the cover page of this Schedule 13D and in this Item 5. No other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends on or the proceeds from the sale of the Class A Shares beneficially owned by the Reporting Person.
Not applicable.
Exhibit 1 Assignment and Acceptance Agreement, dated March 31, 2026, by and between Morgan Stanley Senior Funding, Inc. and Wesley R. Edens.
Wesley R. Edens
/s/ Wesley R. Edens
Wesley R. Edens/CEO
04/02/2026
primary_doc.xml