Form SCHEDULE 13D/A New Fortress Energy Inc. Filed by: EDENS WESLEY R
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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New Fortress Energy Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Wesley R. Edens 111 W.19th St., 8th Floor, New York, NY, 10011 5162687400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/11/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Wesley R. Edens | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,861,959.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
20.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The aggregate percentage of Class A Shares is based upon (i) a total of 16,321,555 Class A Shares outstanding as of September 11, 2026 and (ii) 2,552,365 Class A Shares issuable upon the conversion of 54,959 Preferred Shares held directly by the Reporting Person.
Effective as of September 11, 2026, the Issuer effected a reverse stock split at a ratio of 1-for-50 for each Class A Share, and the number of Class A Shares reported in this Amendment reflects such reverse stock split.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
New Fortress Energy Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
111 W. 19th Street, 8th Floor, New York,
NEW YORK
, 10011. | |
Item 1 Comment:
This filing constitutes Amendment No. 8 (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, by Amendment No. 6 filed with the SEC on October 3, 2024 and Amendment No. 7 filed with the SEC on April 2, 2026 (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, in connection with the Issuer's Restructuring Transaction (as defined and described in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on May 27, 2026 (the "2026 Proxy Statement")), acquisitions of beneficial ownership of Class A Shares and a greater than 1% change in the percentage of shares beneficially owned by the Reporting Person.
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. | Source and Amount of Funds or Other Consideration | |
The information in comments to Item 1 and Item 4 of this Amendment is hereby incorporated by reference into this Item 3. | ||
| Item 4. | Purpose of Transaction | |
On March 17, 2026, in connection with the Restructuring Transaction, the Issuer and certain of its subsidiaries entered into a restructuring support agreement (the "RSA") with certain of its lenders and noteholders. The RSA sets forth the principal terms for the comprehensive corporate and organizational restructuring of the Issuer, and the financial restructuring of the Issuer's principal funded debt obligations.
Pursuant to the terms of the RSA, upon consummation of the Restructuring Transaction, the Reporting Person purchased from certain of the Issuer's existing creditors (i) 28,313 Class A Shares and (ii) 6,671 shares of the Issuer's Series A Mandatorily Convertible Preferred Stock ("Preferred Shares"), which carry voting rights on an as-converted to Class A Shares basis, for aggregate consideration of $1,667,985.02. Unless redeemed earlier by the Issuer, the Preferred Shares will be automatically converted on the third anniversary of the closing of the Restructuring Transaction into 46.441271 Class A Shares (subject to adjustment) per Preferred Share. The foregoing description of the Preferred Shares does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations Series A Mandatorily Convertible Preferred Stock of New Fortress Energy Inc., a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference.
Additionally, on March 31, 2026, the Reporting Person purchased approximately $110 million aggregate principal amount of the loans issued pursuant to the Term Loan A Credit Agreement, as amended (originally filed with the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2024), at a discount, and in connection therewith, the Reporting Person entered into a restructuring support agreement (the "Support Agreement") with the Issuer pursuant to which the Reporting Person agreed to support the Restructuring Transaction on substantially the same terms as agreed to between the Issuer and its key creditors under the RSA. By virtue of his ownership of such loans, the Reporting Person received a pro rata portion of the consideration received by the lenders under the Term Loan A Credit Agreement pursuant to the Restructuring Transaction upon the consummation thereof. Such consideration consisted of, among other things, (i) 208,588 Class A Shares and (ii) 48,288 Preferred Shares.
The foregoing descriptions of the RSA and Support Agreement do not purport to be complete and are qualified in their entirety by reference to the RSA and Support Agreement, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 11 and 13 of the cover page to this Amendment is incorporated herein by reference.
As of the date hereof, the Reporting Person may be deemed to beneficially own 3,861,959 Class A Shares, consisting of (i) 957,337 Class A Shares held by Edens Family Partners LLC, (ii) 352,255 Class A Shares held by WRE 2012 GST Exempt Trust LLC and (iii) 2,552,365 Class A Shares issuable upon the conversion of 54,959 Preferred Shares held by Edens Family Partners LLC. | |
| (b) | The information contained in rows 7 through 10 of the cover page to this Amendment is incorporated herein by reference. | |
| (c) | Except for the transactions described in Items 1 and 4 of this Amendment, the Reporting Person has not engaged in any transaction during the past 60 days involving Class A Shares. | |
| (d) | 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 Amendment 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. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in comments to Item 1 and Item 4 of this Amendment is hereby incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Amended and Restated Certificate of Incorporation of New Fortress Energy Inc. (incorporated by reference to Exhibit 3.1 to New Fortress Energy Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2026).
Exhibit 2 Restructuring Support Agreement, dated as of March 17, 2026, among New Fortress Energy Inc., certain of its subsidiaries, the information agent and certain of New Fortress Energy Inc.'s supporting creditors (incorporated by reference to Exhibit 10.1 to New Fortress Energy Inc.'s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 17, 2026). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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