GOLAR LNG LTD filed this F-3ASR on 26 Mar 2026
GOLAR LNG LTD - F-3ASR - 20260326 - FORWARD_LOOK

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Cautionary Statement Regarding Forward-Looking Statements
Matters discussed in this prospectus, any prospectus supplement and any documents incorporated herein or therein by reference may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which provides safe harbor protections for forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection with this safe harbor legislation. This prospectus, any prospectus supplement, any documents incorporated herein or therein and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words “believe,” “anticipate,” “intend,” “estimate,” “forecast,” “project,” “plan,” “potential,” “continue,” “will,” “may,” “could,” “should,” “would,” “expect” and similar expressions identify forward-looking statements.
The forward-looking statements in this prospectus, any prospectus supplement and any documents incorporated herein or therein are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
In addition to these important factors and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:
our ability to fulfill our obligations under our commercial agreements, including the Liquefaction Tolling Agreement (the “LTA”) for the FLNG Hilli Episeyo (“FLNG Hilli”) and the 20-year Lease and Operate Agreement (the “LOA”) for the FLNG Gimi;
our ability to perform under our agreements with Southern Energy S.A. (“SESA ”) for the deployment of FLNG Hilli and MKII FLNG (“MKII FLNG”) in Argentina, including the timely completion of redeployment and commissioning activities, as well as SESA’s ability to meet its commitments to us;
our ability to complete the MKII conversion and FLNG Hilli refurbishment in a timely manner and within budget;
our ability to obtain additional financing or refinance existing debt on acceptable terms or at all;
global economic trends, competition, and geopolitical risks, including actions by the U.S. government, trade tensions or conflicts such as those between the U.S. and China, related sanctions, the potential effects of any Russia-Ukraine peace settlement on liquefied natural gas (“LNG”) supply and demand and heightened geopolitical tensions or military conflict in the Middle East, including conflicts involving Iran, Israel and the United States;
an increase in tax liabilities in the jurisdictions where we are currently operating, have previously operated or expect to operate;
any material decline or prolonged weakness in tolling rates for FLNGs;
any failure of shipyards to comply with project schedules, performance specifications or agreed prices;
any failure of our contract counterparties to comply with their agreements with us or other key project stakeholders;
continuing volatility in the global financial markets, including commodity prices, foreign exchange rates and interest rates and global trade policy, particularly the imposition of tariffs by the U.S. government;
changes in general domestic and international political conditions, particularly where we operate, or where we seek to operate;
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changes in our ability to retrofit vessels as FLNGs, including the availability of donor vessels to purchase and the time it takes to build new vessels;
continuing uncertainty resulting from potential future claims from our counterparties of purported force majeure under contractual arrangements, including our future projects and other contracts to which we are a party;
our ability to close potential future transactions in relation to equity interests in our vessels or to monetize our remaining investments in other businesses on a timely basis or at all;
increases in operating costs as a result of inflation or trade policy, including salaries and wages, insurance, crew and related costs, repairs and maintenance and spares;
claims made or losses incurred in connection with our continuing obligations;
the ability of certain parties to meet their respective obligations to us, including indemnification obligations;
changes to rules and regulations applicable to FLNGs or other parts of the natural gas and LNG supply chain;
rules on climate-related disclosures promulgated by the European Union, including but not limited to disclosure of certain climate-related risks and financial impacts, as well as greenhouse gas emissions;
actions taken by regulatory authorities that may prohibit the access of FLNGs to various ports and locations; and
other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the SEC, including our most recent Annual Report on Form 20-F and certain current reports on Form 6-K.
This prospectus, any prospectus supplement and any documents incorporated herein or therein contain assumptions, expectations, projections, intentions and beliefs about future events. These statements are intended as forward-looking statements. We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material.
We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.
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Risk Factors
An investment in our securities involves a high degree of risk. Before making an investment in our securities, you should carefully consider the risks and the discussion of risks under the heading “Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2025, any applicable prospectus supplement and the documents we have incorporated by reference herein and therein. The occurrence of one or more of those risks could adversely impact our business, results of operations or financial condition.
Prospective U.S. Holders (as defined in the section entitled “Item 10. Additional Information—E. Taxation” in our Annual Report on Form 20-F for the year ended December 31, 2025) of our common shares should consider the material U.S. federal income tax considerations relating to the ownership of our common shares as discussed in such section. Additionally, each prospective investor in our securities should consider the discussion of any tax considerations included in any applicable prospectus supplement.
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