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. 7)*
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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) |
03/31/2026 (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
53,634,666.00 | ||||||||
| 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)
18.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
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.
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. 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. | Source and Amount of Funds or Other Consideration | |
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. | ||
| Item 4. | Purpose of Transaction | |
The information in comments to Item 1 of this Amendment is hereby incorporated by reference into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The information contained in rows 11 and 13 of the cover page to this Schedule 13D is incorporated herein by reference. | |
| (b) | The information contained in rows 7 through 10 of the cover page to this Schedule 13D is incorporated herein by reference. | |
| (c) | 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. | |
| (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 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. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1 Assignment and Acceptance Agreement, dated March 31, 2026, by and between Morgan Stanley Senior Funding, Inc. and Wesley R. Edens. | ||
| 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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ATTACHMENTS / EXHIBITS