Stabilis Solutions Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

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FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)

 

Date of Report (Date of earliest event reported): March 31, 2026

 

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: 832-456-6500

 

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 (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

 

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. ☐

 

 

 

On March 31, 2026, Stabilis GDS, Inc., ("Stabilis GDS"), a wholly-owned subsidiary of Stabilis Solutions, Inc. (“Stabilis” and collectively with Stabilis GDS, “the Company”) terminated its previously announced 10-year agreement with a leading investment-grade global marine operator to supply Liquefied Natural Gas (“LNG”) from the Company’s proposed 350,000 gallon-per-day Galveston liquefaction facility. The agreement contemplated the supply of approximately 50 million gallons of LNG per year, representing roughly 40% of the facility’s planned liquefaction capacity, with minimum volume commitments of approximately 32% of planned capacity. The agreement was subject to, among other things, the successful financing, construction, and commissioning of the proposed Galveston LNG liquefaction facility.

 

The decision to terminate the agreement was made in connection with the Company’s ongoing efforts to secure third party project financing for the Galveston LNG facility. During negotiations with prospective financing partners, the Company was requested to modify certain provisions of the agreement as a condition to completing project financing. The counterparty did not agree to the proposed modifications, and the Company elected to terminate the agreement.

 

As a result, the Company expects delays to the anticipated final investment decision, project financing, and development timeline for the Galveston LNG facility. The Company continues to pursue the development of the facility and is engaged in discussions with potential customers regarding alternative offtake arrangements.

 

 

This Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “can,” “believes,” “feels,” “anticipates,” “expects,” “intends,” “could,” “will,” “plan,” “may,” “should,” “predicts,” “potential,” “outlook” and similar expressions are intended to identify such forward-looking statements.

 

Such forward-looking statements relate to future events or future performance, but reflect our current beliefs, based on information currently available. Most of these factors are outside our control and are difficult to predict. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Factors that may cause such differences include, among other things: the future performance of Stabilis, future demand for and price of LNG, availability and price of natural gas, unexpected costs, availability of financing, ability to achieve conditions precedent to bunkering agreements, ability to achieve additional offtake necessary for FID, construction delays or cost overruns, regulatory or other legal impediments, and general economic conditions.

 

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in the Risk Factors in Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 5, 2026 which is available on the SEC’s website at www.sec.gov or on the Investors section of our website at www.stabilis-solutions.com. All subsequent written and oral forward-looking statements concerning Stabilis, or other matters attributable to Stabilis, or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

 

Stabilis does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits:

 

 

 

 

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.

 

 

Date: April 2, 2026