SEC Form 424B7 filed by New Fortress Energy Inc.

This Prospectus Supplement (the “Prospectus Supplement”) supplements, and should be read in conjunction with, the prospectus supplement, dated October 4, 2024 (the “Original Prospectus Supplement”), relating to the offer and sale from time to time, of up to 10,804,718 shares of our Class A common stock, par value $0.01 per share (the “Class A common stock”), by the selling securityholders identified in this Prospectus Supplement. Such shares of our Class A common stock may be issued upon the conversion, repurchase or redemption of 96,746 shares of our 4.8% Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Convertible Preferred Stock”). The Original Prospectus Supplement, as supplemented by this Prospectus Supplement, supplement our prospectus included in our Registration Statement on Form S-3 (Registration No. 333-277611), dated March 1, 2024.

The information in this Prospectus Supplement replaces and supersedes the information set forth under the heading “Selling Stockholder” in the Original Prospectus Supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The table beginning on page S-5 of the Original Prospectus Supplement in the section titled “Selling Stockholders” is replaced and superseded as follows.

The table is hereby revised to reflect the following transfer: Ceiba Energy US LP transferred 24,000 shares of our Series B Convertible Preferred Stock to Context Partners Master Fund, L.P. The beneficial ownership information for the selling stockholder listed below is as of January 17, 2025 and is based on 251,419,302 shares of Class A common stock outstanding as of November 8, 2024.