8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Excelerate Energy, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

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

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 5, 2022, the Board of Directors (the “Board”) of Excelerate Energy, Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Ms. Deborah Byers as a new director of the Company, effective immediately. Ms. Byers qualifies as an “independent director” for purposes of serving on the Board and its committees under the applicable rules, including heightened independence requirements applicable to Audit Committee members. In connection with her appointment, Ms. Byers was appointed to serve on and as the chairperson of the Audit Committee of the Board, effective immediately.

Ms. Byers will participate in the Company’s standard compensation program for independent directors, as determined by the Board from time to time and described in the Company’s Registration Statement on Form S-1, which was filed with the Securities and Exchange Commission on April 4, 2022 (File No. 333-262065) (as amended, the “Registration Statement”), in the section captioned “Director Compensation.”

In conjunction with Mr. Byers’ appointment to the Board as an independent director, on July 5, 2022, as part of the Company’s independent director compensation program, Ms. Byers was granted a pro-rated annual equity retainer of $96,575 in the form of restricted stock units that are scheduled to vest on the one-year anniversary of the grant date and an additional initial equity award of restricted stock units with a grant date fair value of $125,000 that are scheduled to vest ratably over a three-year period, subject to Ms. Byers’ continued service and the terms and conditions of the Excelerate Energy, Inc. Long-Term Incentive Plan.

In addition, Ms. Byers has entered into a standard indemnification agreement with the Company, which provides for the standard indemnification and advancement of expenses to the fullest extent permitted by law consistent with the Company’s Amended and Restated Bylaws. The description of the indemnification agreement is intended to provide a general description only, is subject to the detailed terms and conditions of and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which was previously filed as Exhibit 10.3 to the Company’s Registration Statement dated January 21, 2022, and is incorporated herein by reference.

There are no transactions involving Ms. Byers and the Company that require disclosure under Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between Ms. Byers and any other person pursuant to which she was elected to serve as a director.

Item 7.01 Regulation FD Disclosure.

On July 6, 2022, the Company issued a press release announcing Ms. Byers’ appointment to the Board, a copy of which press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

This information is being furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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 thereunto duly authorized.

EX-99.1

Press Release

Excelerate Energy Appoints Deborah Byers as Independent Director

The Woodlands, Texas, July 6, 2022 – Excelerate Energy, Inc. (NYSE: EE) announced today that on July 5, 2022, its Board of Directors (the “Board”) increased its size from six to seven members and appointed Deborah Byers as a new independent director effective immediately. In addition, Ms. Byers will serve as Chairperson of the Audit Committee.

“We are pleased to announce the appointment of Deborah Byers to Excelerate Energy’s Board,” said Don Millican, Chairman of the Board. “Deborah’s extensive energy industry knowledge will be invaluable to the organization as we strive to grow the business globally. This addition also demonstrates our commitment to strengthening and diversifying our corporate governance. We thank her for accepting this responsibility to lead and provide independent management oversight.”

Ms. Byers recently retired as a Partner from Ernst & Young LLP (“EY”) and brings 36 years of Public Accounting experience to the Excelerate Energy Board. During her tenure at EY, Ms. Byers held multiple leadership roles, including serving as EY’s Americas Industry Leader overseeing the growth strategy across its primary markets from July 2018 to her retirement in July 2022. Previously, she served as EY’s Houston Office Managing Partner and US Energy Leader and Managing Partner of EY’s Southwest Region Strategy & Transactions business unit. In these roles, she was a leader in the global energy market and worked with corporations and investment funds in all phases of energy investment across the sector. Ms. Byers holds a bachelor’s degree in Business Administration from Baylor University and is a Certified Public Accountant.

ABOUT EXCELERATE ENERGY:

Excelerate Energy, Inc. is a U.S.-based LNG company located in The Woodlands, Texas. Founded in 2003 by George B. Kaiser, Excelerate is changing the way the world accesses cleaner forms of energy by providing integrated services along the LNG value chain with the objective of delivering rapid-to-market and reliable LNG solutions to customers. Excelerate offers a full range of flexible regasification services from FSRU to infrastructure development to LNG supply. Excelerate has offices in Abu Dhabi, Antwerp, Boston, Buenos Aires, Chattogram, Dhaka, Doha, Dubai, Ho Chi Minh City, Manila, Rio de Janeiro, Singapore, and Washington, DC. For more information, please visit www.excelerateenergy.com.

CONTACTS

Investors

Craig Hicks

Excelerate Energy

Craig.Hicks@excelerateenergy.com

Media

Stephen Pettibone / Frances Jeter

Sard Verbinnen & Co

Excelerate-SVC@sardverb.com

or

media@excelerateenergy.com