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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36842

NEXTDECADE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware						46-5723951
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1000 Louisiana Street, Suite 3300, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 574-1880

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.0001 par value

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 25, 2025, the issuer had 261,988,370 shares of common stock outstanding.

Table of Contents

NEXTDECADE CORPORATION

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS


			Page
Organizational Structure
Part I. Financial Information			2
Item 1. Consolidated Financial Statements			2
Consolidated Balance Sheets			2
Consolidated Statements of Operations			3
Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			13
Item 3. Quantitative and Qualitative Disclosures About Market Risk			21
Item 4. Controls and Procedures			21
Part II. Other Information			22
Item 1. Legal Proceedings			22
Item 1A. Risk Factors			22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			22
Item 3. Defaults Upon Senior Securities			22
Item 4. Mine Safety Disclosures			22
Item 5. Other Information			22
Item 6. Exhibits			22
Signatures			24

Table of Contents

Organizational Structure

The following diagram depicts our abbreviated organizational structure with references to the names of certain entities discussed in this Quarterly Report on Form 10-Q.

Unless the context requires otherwise, references to “NextDecade,” the “Company,” “we,” “us” and “our” refer to NextDecade Corporation (NASDAQ: NEXT) and its consolidated subsidiaries, and references to “Rio Grande” refer to Rio Grande LNG, LLC and its consolidated subsidiaries.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

NextDecade Corporation

Consolidated Balance Sheets (1)

(in thousands, except per share data, unaudited)


	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	158,537	$	148,137
Restricted cash	298,502		244,625
Derivatives	13,110		16,867
Prepaid expenses and other current assets	6,699		2,943
Total current assets	476,848		412,572
Property, plant and equipment, net	6,589,331		5,020,003
Operating lease right-of-use assets	163,909		166,082
Deferred financing fees	260,564		317,788
Derivatives	324,887		472,057
Other non-current assets	49,311		15,557
Total assets	$	7,864,850	$	6,404,059

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	311,704	$	244,642
Operating leases	2,995		2,881
Accrued and other current liabilities	369,185		347,561
Total current liabilities	683,884		595,084
Debt, net	5,170,547		3,920,425
Operating leases	143,227		144,164

Other non-current liabilities	1,668		—
Total liabilities	5,999,326		4,659,673

Commitments and contingencies (Note 10)

Stockholders’ equity
Common stock, $0.0001 par value, 480.0 million authorized: 260.9 million and 260.2 million outstanding, respectively	26		26
Treasury stock: 3.2 million shares and 3.1 million respectively, at cost	(21,007)		(20,916)
Preferred stock, $0.0001 par value, 0.5 million authorized: none outstanding	—		—
Additional paid-in-capital	884,656		852,054
Accumulated deficit	(603,195)		(453,523)
Total stockholders’ equity	260,480		377,641
Non-controlling interest	1,605,044		1,366,745
Total equity	1,865,524		1,744,386
Total liabilities and equity	$	7,864,850	$	6,404,059

(1) Amounts presented include balances held by our consolidated variable interest entity, Intermediate Holdings, as further discussed in Note 7, Variable Interest Entity.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Consolidated Statements of Operations

(in thousands, except per share data, unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues	$	—	$	—	$	—	$	—
Operating expenses:
General and administrative expense	52,049		33,902		96,991		66,407
Development expense	1,248		2,409		1,555		4,918
Depreciation and amortization expense	2,971		3,223		6,120		6,326
Other	—		—		3,518		—
Total operating expenses	56,268		39,534		108,184		77,651
Total operating loss	(56,268)		(39,534)		(108,184)		(77,651)
Other (expense) income:
Derivative gain (loss)	25,157		109,067		(143,543)		367,939
Interest expense, net	(28,833)		(26,030)		(56,038)		(51,509)
Loss on debt extinguishment	(9,160)		(40,133)		(9,160)		(47,573)
Other income (expense), net	(1,528)		(1,066)		1,065		(2,127)
Total other (expense) income	(14,364)		41,838		(207,676)		266,730
Net (loss) income attributable to NextDecade Corporation	(70,632)		2,304		(315,860)		189,079
Less: net (loss) income attributable to non-controlling interest	(9,765)		34,880		(166,188)		193,309
Net loss attributable to common stockholders	$	(60,867)	$	(32,576)	$	(149,672)	$	(4,230)

Net loss per common share — basic and diluted	$	(0.23)	$	(0.13)	$	(0.57)	$	(0.02)

Weighted average shares outstanding — basic and diluted	260,877		257,842		260,646		257,275

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Consolidated Statement of Stockholders’ Equity

(in thousands, unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Total stockholders' equity, beginning balances	$	1,723,538	$	1,137,037	$	1,744,386	$	740,434

Common stock	26		26		26		26

Treasury Stock:
Beginning balance	(20,965)		(14,308)		(20,916)		(14,214)
Shares repurchased related to share-based compensation	(42)		(59)		(91)		(153)
Ending balance	(21,007)		(14,367)		(21,007)		(14,367)

Additional paid-in-capital:
Beginning balance	865,745		794,601		852,054		693,883
Share-based compensation	7,232		4,573		13,834		8,982
Receipt of equity commitments	3,918		2,748		8,180		94,171
Exercise of common stock warrants	—		2,263		2,827		7,149
Warrants issued in connection with Debt (Note 6)	7,761		—		7,761		—
Ending balance	884,656		804,185		884,656		804,185

Accumulated deficit:
Beginning balance	(542,328)		(363,426)		(453,523)		(391,772)
Net loss	(60,867)		(32,576)		(149,672)		(4,230)
Ending balance	(603,195)		(396,002)		(603,195)		(396,002)

Total stockholders' equity	260,480		393,842		260,480		393,842

Non-controlling interest:
Beginning balance	1,421,060		714,144		1,366,745		452,511
Receipt of equity commitments	193,749		135,918		404,487		239,122
Net (loss) income	(9,765)		34,880		(166,188)		193,309
Ending balance	1,605,044		884,942		1,605,044		884,942

Total equity, ending balances	$	1,865,524	$	1,278,784	$	1,865,524	$	1,278,784

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

NextDecade Corporation

Consolidated Statements of Cash Flows

(in thousands, unaudited)


	Six Months Ended June 30,
	2025		2024
Operating activities:
Net (loss) income attributable to NextDecade Corporation	$	(315,860)	$	189,079
Adjustment to reconcile net (loss) income to net cash used in operating activities
Depreciation	1,006		704
Share-based compensation expense	13,834		8,847
Derivative loss (gain)	143,543		(367,939)
Derivative settlements	9,315		42,503
Amortization of leases	5,159		2,573
Loss on extinguishment of debt	9,160		47,573
Corporate fixed asset retirements	3,518		—
Amortization of debt issuance costs	33,911		33,090
Interest elected to be paid-in-kind	11,501		—
Other	(203)		3,576
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(1,050)		(15)
Accounts payable	2,881		2,310
Operating leases	(3,764)		(1,234)
Accrued expenses and other liabilities	14,327		16,095
Net cash used in operating activities	(72,722)		(22,838)
Investing activities:
Acquisition of property, plant and equipment	(1,501,590)		(1,367,886)
Acquisition of other non-current assets	(29,748)		(6,404)
Net cash used in investing activities	(1,531,338)		(1,374,290)
Financing activities:
Proceeds from debt issuance	1,288,000		2,300,554
Receipt of equity commitments	412,667		333,333
Repayment of debt	—		(1,282,000)
Costs associated with repayment of debt	—		(9,448)
Debt issuance costs	(32,239)		(36,557)
Shares repurchased related to share-based compensation	(91)		(153)
Net cash provided by financing activities	1,668,337		1,305,729
Net (decrease) increase in cash, cash equivalents and restricted cash	64,277		(91,399)
Cash, cash equivalents and restricted cash – beginning of period	392,762		294,478
Cash, cash equivalents and restricted cash – end of period	$	457,039	$	203,079

Balance per Consolidated Balance Sheets:
	June 30, 2025
Cash and cash equivalents	$	158,537
Restricted cash	298,502
Total cash, cash equivalents and restricted cash	$	457,039

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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NextDecade Corporation

Notes to Consolidated Financial Statements

(unaudited)

Note 1 — Background and Basis of Presentation

The Rio Grande LNG Facility has received Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy (“DOE”) FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling up to 27 million tonnes per annum (“MTPA”). The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction, train 4 has been commercialized and is being progressed toward a final investment decision (“FID”), and train 5 is being commercialized and progressed toward FID. We are also developing and beginning the permitting process for expansion trains 6 through 8 at the Rio Grande LNG Facility and developing a potential carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility.

In March 2025, the U.S. Court of Appeals for the D.C. Circuit issued a revision to its August 2024 decision regarding our FERC order, resulting in a remand without vacatur of the FERC authorization for the first five liquefaction trains at the Rio Grande LNG Facility. The FERC remand process remains ongoing, and construction on Phase 1 continues.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on the Company’s financial position, results of operations or cash flows.

Note 2 — Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Rio Grande LNG Facility under construction	$	6,583,273	$	5,009,239
Corporate and other	8,163		12,742
Total property, plant and equipment, at cost	6,591,436		$	5,021,981
Less: accumulated depreciation	(2,105)		(1,978)
Total property, plant and equipment, net	$	6,589,331	$	5,020,003

Note 3 — Derivatives

In July 2023, Rio Grande entered into interest rate swaps agreements (the “Swaps”) to protect against interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 6 — Debt.

As of June 30, 2025, Rio Grande has the following Swaps outstanding (in thousands):


Initial Notional Amount		Maximum Notional Amount		Maturity (1)	Weighted Average Fixed Interest Rate Paid		Variable Interest Rate Received
$	123,000	$	7,916,900	2048	3.4	%	USD - SOFR

(1) Swaps have an early mandatory termination date in July 2030.

Table of Contents

The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The net fair value of the Swaps is approximately $338.0 million as of June 30, 2025, and is classified as Level 2 in the fair value hierarchy.

Note 4 — Leases

The Company commenced the Rio Grande LNG Facility site lease on July 12, 2023 and it has an initial term of 30 years. The Company has the option to renew and extend the term of the lease for up to two consecutive renewal periods of ten years each, but as the Company is not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. The Company has also entered into an office space lease which expires on December 31, 2035, and does not include any options for renewal.

For the three months ended June 30, 2025 and 2024, our operating lease costs were $2.6 million and $2.6 million, respectively. For the six months ended June 30, 2025 and 2024, our operating lease costs were $5.1 million and, $5.6 million, respectively. For the six months ended June 30, 2025 and 2024, we paid approximately $3.8 million and $4.2 million, respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows.

Maturity of operating lease liabilities as of June 30, 2025 are as follows (in thousands, except lease term and discount rate):


2025 (remaining)	$	3,800
2026	9,522
2027	9,565
2028	9,609
2029	9,654
Thereafter	189,588
Total undiscounted lease payments	231,738
Discount to present value	(85,515)
Present value of lease liabilities	$	146,223

Weighted average remaining lease term — years	26.2
Weighted average discount rate — percent	4.1

Note 5 — Accrued Liabilities and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Rio Grande LNG Facility costs	$	300,515	$	276,137
Accrued interest	40,908		40,911
Employee compensation expense	8,145		13,425
Taxes	8,935		2,862
Other accrued liabilities	10,682		14,226
Total accrued and other current liabilities	$	369,185	$	347,561

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Note 6 — Debt

Debt consisted of the following (in thousands):


	June 30, 2025		December 31, 2024
Senior Secured Notes and Loans:
6.67% Senior Secured Notes due 2033	$	700,000	$	700,000
6.85% Senior Secured Notes due 2047	190,000		190,000
6.58% Senior Secured Notes due 2047	1,115,000		1,115,000
6.72% Senior Secured Loans due 2033	356,000		356,000
7.11% Senior Secured Loans due 2047	251,000		251,000
Total Senior Secured Notes and Loans	2,612,000		2,612,000
12.00% Corporate Credit Agreement due 2030 (1)	236,501		175,000
Credit Facilities:
CD Senior Working Capital Facility	—		—
CD Credit Facility	2,151,000		1,022,000
TCF Credit Facility	335,000		226,000
Total Credit Facilities	2,486,000		1,248,000
Total debt	5,334,501		4,035,000
Unamortized debt issuance costs	(163,954)		(114,575)
Total debt, net	$	5,170,547	$	3,920,425

(1) Includes paid-in-kind interest of approximately $11.5 million.

Senior Secured Notes and Loans

The 6.67% Senior Secured Notes, 6.85% Senior Secured Notes and 6.58% Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72% Senior Secured Loans and 7.11% Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans. The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Rio Grande and substantially all of Rio Grande’s assets, on a pari passu basis with the CD Credit Agreement and the TCF Credit Facility.

Corporate Credit Agreement

On December 31, 2024, Super Holdings, a wholly-owned subsidiary of the Company, entered into a credit agreement (the “Corporate Credit Agreement”) to borrow an aggregate principal amount of $175.0 million.

The Corporate Credit Agreement matures on December 31, 2030 and bears a fixed annual interest rate of 12.0% which is payable quarterly. The Company may elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50% as paid-in-kind interest of each interest payment date thereafter.

The Company may prepay the principal of the Corporate Credit Agreement, plus any unpaid interest, as follows:


Prepayment Prior To						% of Principal
December 31, 2026 (1)						100.0%
December 31, 2027						105.0%
December 31, 2028						102.5%
December 31, 2030						100.0%

(1) Prepayment prior to December 31, 2026 would require an additional make whole premium.

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In conjunction with the Corporate Credit Agreement, we issued to the lender warrants in two tranches to purchase 7.2 million shares of our common stock (the “Initial Warrants”).

During the period ended June 30, 2025, the Corporate Credit Agreement was amended to increase its initial principal amount by an additional $50.0 million (the “CC Amendment”) with the same interest rate, maturity date and prepayment terms as the Corporate Credit Agreement.

In conjunction with the CC Amendment, we issued warrants to purchase an additional approximately 2.0 million shares of our common stock (the “CC Amendment Warrants”) to the lenders. The relative fair value of the CC Amendment Warrants of approximately $7.8 million has been recognized as a discount to the Corporate Credit Agreement. For additional details about the warrants, refer to Note 8, Stockholders' Equity.

Credit Facilities

Below is a summary of our committed credit facilities outstanding as of June 30, 2025 (in thousands):


	CD Senior Working Capital Facility		CD Credit Facility		TCF Credit Facility
Total Facility Size	$	250,000	$	8,448,000	$	800,000
Less:
Outstanding balance	—		2,151,000		335,000
Letters of credit issued	70,187		—		—
Available commitment	$	179,813	$	6,297,000	$	465,000

Priority ranking	Senior secured		Senior secured		Senior secured
Interest rate on outstanding balance	SOFR + 2.25%		SOFR + 2.25%		SOFR + 2.25%
Commitment fees on undrawn balance	0.68 %		0.68 %		0.68 %
Maturity Date	2030		2030		2030

The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.

The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement. Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.

Restrictive Debt Covenants

The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default customary for project financings, including a requirement that interest rates for a minimum of 75% of the projected and outstanding principal amount be hedged or have fixed interest rates. The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10:1.00 at the end of each fiscal quarter starting from the initial principal payment date.

With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans require Rio Grande to make an offer to repay the amounts outstanding at 101% (with respect to a change of control event) or par (with respect to each other event).

The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of trains 4 and 5 of the Rio Grande LNG Facility, subject to the terms and conditions provided therein, including that Super Holdings make an offer to prepay the Corporate Credit Agreement in full at par plus accrued and unpaid interest.

As of June 30, 2025, the Company was in compliance with all covenants related to its respective debt agreements.

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Debt Extinguishment

During April, Rio Grande reduced the available commitment on the CD Senior Working Capital Facility by $250.0 million, resulting in a loss on debt extinguishment of approximately $9.2 million for the three and six months ended June 30, 2025.

Interest Expense

Total interest expense, net of capitalized interest, consisted of the following (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest per contractual rate	$	84,404	$	46,696	$	157,509	$	83,287
Amortization of debt issuance costs	16,995		16,527		33,911		32,915
Other interest costs	410		604		1,195		1,155
Total interest cost	101,809		63,827		192,615		117,357
Capitalized interest	(70,175)		(37,797)		(133,776)		(65,848)
Total interest expense	$	31,634	$	26,030	$	58,839	$	51,509

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in thousands):


	June 30, 2025				December 31, 2024
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes — Level 2	$	2,005,000	$	2,009,730	$	2,005,000	$	1,984,836
Senior Loans — Level 2	607,000		632,250		607,000		609,082
Corporate Credit Agreement — Level 2	236,501		183,512		175,000		169,750

The fair value of the Senior Secured Notes, Senior Secured Loans and Corporate Credit Agreement was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings.

The fair value of the CD Credit Facility, TCF Credit Facility and Corporate Credit Facility approximates its respective carrying amount due to its variable interest rate, which approximates a market interest rate.

Note 7 — Variable Interest Entity

Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake construction and operation of Phase 1 of the Rio Grande LNG Facility. The Company is not obligated to fund losses of Intermediate Holdings, however, the Company’s capital account, which would be considered in allocating the net assets of Intermediate Holdings were it to be liquidated, continues to share in losses of Intermediate Holdings. Further, Rio Grande has granted the Company decision-making rights regarding the construction of Phase 1 of the Rio Grande LNG Facility and key aspects of its operation, which may only be terminated by equity holders for cause, via agreements with NextDecade LLC. Due to the foregoing, the Company determined that it holds a variable interest in Rio Grande through Intermediate Holdings and is its primary beneficiary, and therefore consolidates Intermediate Holdings in these Consolidated Financial Statements.

The following table presents the summarized assets and liabilities (in thousands) of Intermediate Holdings, which are included in the Company’s Consolidated Balance Sheets. The assets in the table below may only be used to settle the obligations of Intermediate Holdings. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings only and exclude intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

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	June 30, 2025		December 31, 2024
Assets
Current assets:
Restricted cash	$	298,502	$	244,625
Derivatives	13,110		16,867
Prepaid expenses and other current assets	2,947		1,084
Total current assets	314,559		262,576
Property, plant and equipment, net	6,580,914		5,007,345
Operating lease right-of-use assets	151,956		153,679
Deferred financing fees	260,564		317,788
Derivatives	324,887		472,057
Other non-current assets	21,441		15,407
Total assets	$	7,654,321	$	6,228,852

Liabilities
Current liabilities:
Accounts payable	$	301,359	$	242,689
Accrued liabilities and other current liabilities	350,534		321,162
Operating lease	2,697		2,649
Total current liabilities	654,590		566,500
Operating lease	127,892		129,253
Derivatives	—		—
Debt, net	4,984,499		3,788,802
Total liabilities	$	5,766,981	$	4,484,555

Note 8 — Stockholders’ Equity

We issued the Initial Warrants in two tranches giving the lender the right to purchase up to approximately 3.6 million shares of our common stock at $7.15 per share (“Tranche A”) and an additional approximately 3.6 million shares of our common stock at $9.30 per share (“Tranche B”). The Initial Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to December 31, 2029.

The Company, at its discretion, may cause Tranche A to be exercised on a cash exercise basis (i) on any date between June 30, 2026 and December 31, 2026, if the 30-day volume weighted average trading price (“VWAP”) of the Company equals or exceeds $13.50 per share and the closing price for the Company’s common stock exceeds such VWAP immediately prior to the date of exercise, or (ii) on any date between January 1, 2027 and July 1, 2027, if the 30-day VWAP for the Company's common stock equals or exceeds $15.00 per share and the closing price of the Company's common stock exceeds such VWAP immediately prior to the date of exercise, provided that in each case (a) an affirmative FID on train 4 of the Rio Grande LNG Facility has been taken and (b) certain liquidity conditions regarding the holders ability to sell the shares of the Company's common stock have been met.

The CC Amendment Warrants give the lenders the right to purchase up to approximately 2.0 million shares of our common stock at $9.30 per share. The CC Amendment Warrants may be exercised by the holders solely on a cashless exercise basis at any time prior to May 14, 2030.

The Initial Warrants and CC Amendment Warrants have been excluded from the computation of diluted loss per share for the three and six months ended June 30, 2025 because including them in the computation would have been antidilutive for the period presented.

Note 9 — Share-based Compensation

The Company has granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants under the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). Upon the vesting of Restricted Stock, shares of common stock are released to the grantee.

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As of June 30, 2025, we had approximately 8.4 million shares of service-based and approximately 4.2 million shares of performance-based Restricted Stock outstanding. For the three and six months ended June 30, 2025 and 2024, the Company recognized approximately $7.2 million and $4.4 million, respectively, and $13.8 million, and $8.8 million respectively, of share-based compensation expense related to all share-based awards.

The approximately 12.6 million shares of Restricted Stock, as well as approximately 1.5 million stock options outstanding, have been excluded from the computation of diluted loss per share for the three and six months ended June 30, 2025 because including them in the computation would have been antidilutive for the period presented.

Note 10 — Commitments and Contingencies

Legal Proceedings

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of June 30, 2025, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 11 — Supplemental Cash Flows

The following table provides supplemental disclosure of cash flow information (in thousands):


	Six Months Ended June 30,
	2025		2024
Accounts payable for acquisition of property, plant and equipment	$	301,506	$	131,074
Accruals for acquisition of property, plant and equipment	303,941		311,978
Non-cash settlement of warrant liabilities	2,827		7,149
Corporate fixed asset retirements	879		1,256
Accrued liabilities for debt and equity issuance costs	1,718		3,975
Reclassification from other non-current assets to property, plant and equipment	—		1,867

Note 12 — Subsequent Events

Deal Contingent Interest Rate Swaps

In July 2025, with the expectation of entering into definitive debt facilities to fund a portion of the costs of constructing train 4, Rio Grande LNG Train 4, LLC began entering into contingent interest rate swaps to hedge expected floating-rate payments and protect against future interest rate volatility. These contingent interest rate swaps are conditional upon the later of (a) closing the financing to commence construction of train 4 and (b) the issuance by FERC of a final remand order not subject to further appeal back to FERC.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations and economic performance, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “target,” “believe,” “seek,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “assume,” “budget,” “forecast,” “target,” and other words and terms of similar expressions, are intended to identify forward-looking statements.

We have based these forward-looking statements on assumptions and analysis made by us in light of our current expectations, perceptions about historical trends, current conditions and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ from those expressed in our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K as supplemented by Item 1A of this Quarterly Report on Form 10-Q. You should consider our forward-looking statements in light of a number of factors that may cause actual results to vary from our forward-looking statements including, but not limited to:

•our progress in the development of our liquefied natural gas (“LNG”) liquefaction and export project and any carbon capture and storage projects (“CCS projects”) we may develop and the timing of that progress;

•the timing and cost of the development, construction and operation of the first three liquefaction trains and related common facilities (“Phase 1”) of the multi-plant integrated natural gas and liquefaction and LNG export terminal facility to be located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

•the availability and frequency of cash distributions available to us from our joint venture which owns Phase 1 of the Rio Grande LNG Facility;

•the timing and cost of the development of subsequent liquefaction trains at the Rio Grande LNG Facility;

•the ability to generate sufficient cash flow to satisfy Rio Grande's significant debt service obligations or to refinance such obligations ahead of their maturity;

•restrictions imposed by NextDecade's or Rio Grande's debt agreements that limit flexibility in operating its business;

•increases in interest rates increasing the cost of servicing Rio Grande's indebtedness;

•our reliance on third parties to successfully complete the Rio Grande LNG Facility, any CCS projects we develop, and related pipelines and other infrastructure;

•our ability to develop and implement CCS projects;

•our ability to secure additional debt and equity financing in the future, including any refinancing of outstanding indebtedness, on commercially acceptable terms;

•the accuracy of estimated costs for the Rio Grande LNG Facility and CCS projects;

•our ability to achieve operational characteristics of the Rio Grande LNG Facility and CCS projects, when completed, including amounts of liquefaction capacities and amount of CO2 captured and stored, and any differences in such operational characteristics from our expectations;

•the development risks, operational hazards and regulatory approvals applicable to our LNG and CCS project development, construction and operation activities and those of our third-party contractors and counterparties;

•the ability to obtain or maintain governmental approvals to construct or operate the Rio Grande LNG Facility and CCS projects;

•technological innovation which may lessen our anticipated competitive advantage or demand for our offerings;

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•the global demand for and price of LNG;

•the availability of LNG vessels worldwide;

•changes in legislation and regulations relating to the LNG and carbon capture industries, including environmental laws and regulations that impose significant compliance costs and liabilities;

•scope of implementation of carbon pricing regimes aimed at reducing greenhouse gas emissions;

•global development and maturation of emissions reduction credit markets;

•adverse changes to existing or proposed carbon tax incentive regimes;

•global pandemics, the Russia-Ukraine conflict, conflict in the Middle East, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Rio Grande LNG Facility and the health and safety of our employees, and on our customers, the global economy and the demand for LNG or carbon capture;

•risks related to doing business in and having counterparties in foreign countries, including as a result of tariffs;

•our ability to maintain the listing of our securities on the Nasdaq Capital Market or another securities exchange or quotation medium;

•changes adversely affecting the businesses in which we are engaged;

•management of growth;

•general economic conditions, including inflation and rising interest rates;

•our ability to generate cash; and

•the result of future financing efforts and applications for customary tax incentives.

Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts us, or should the underlying assumptions prove incorrect, our actual results may vary materially from those anticipated in our forward-looking statements, and our business, financial condition, and results of operations could be materially and adversely affected.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q. You should not rely upon forward-looking statements as predictions of future events. In addition, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in our most recent Annual Report on Form 10-K as well as other filings we have made and will make with the Securities and Exchange Commission (the “SEC”) and our public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

Overview of Business and Significant Developments

Overview of Business

NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO2 emissions. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”). The Rio Grande LNG Facility has received Federal Energy Regulatory Commission ("FERC") approval and Department of Energy ("DOE") FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling up to 27 million tonnes per annum ("MTPA"). The Rio Grande LNG Facility has three liquefaction trains and related infrastructure ("Phase 1") under construction, Train 4 has been commercialized and is being progressed toward a final investment decision ("FID"), and Train 5 is being commercialized and progressed toward FID. We are also developing and beginning the permitting process for expansion Trains 6 through 8 at the Rio Grande LNG Facility and developing a potential carbon capture and storage ("CCS") project at the Rio Grande LNG Facility.

We are focused on constructing and operating the Rio Grande LNG Facility safely, efficiently, on schedule, and on budget. We seek to deliver secure, economically attractive, and sustainable energy solutions through the development and operation of liquefaction and CCS infrastructure.

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Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries, and references to “Rio Grande” refer to Rio Grande LNG, LLC and its subsidiaries.

Significant Recent Developments

Significant developments since January 1, 2025 include the following:

Construction

•Under the engineering, procurement, and construction (“EPC”) contracts with Bechtel Energy, Inc. (“Bechtel”), Phase 1 progress is tracked for Train 1, Train 2, and the common facilities on a combined basis and Train 3 on a separate basis. As of June 2025:

•The overall project completion percentage for Trains 1 and 2 and the common facilities of the Rio Grande LNG Facility was 48.3%, which is in line with the schedule under the EPC contract. Within this project completion percentage, engineering was 91.9% complete, procurement was 80.6% complete, and construction was 21.2% complete.

•The overall project completion percentage for Train 3 of the Rio Grande LNG Facility was 22.7%, which is also in line with the schedule under the EPC contract. Within this project completion percentage, engineering was 55.7% complete, procurement was 45.5% complete, and construction was 2.2% complete.

•In February 2025, the Company provided additional information regarding its development of additional liquefaction capacity at the Rio Grande LNG Facility beyond Trains 1 through 5. Trains 6 through 8 are wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

◦Train 6, with expected LNG production capacity of approximately 6 MTPA, is being developed inside the existing levee at the site and adjacent to Trains 1 through 5. A pre-filing application with FERC for Train 6 is expected in 2025, and a full FERC application is expected in early 2026.

◦The Company is evaluating multiple areas on the site for the development of Trains 7 and 8, with a total expected LNG production capacity of approximately 12 MTPA.

Strategic and Commercial

•In April 2025, the Company announced a 20-year LNG Sale and Purchase Agreement (“SPA”) with a subsidiary of Saudi Aramco (“Aramco”), pursuant to which the Aramco subsidiary will purchase 1.2 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on a free on board (“FOB”) basis at a price indexed to Henry Hub, subject to a positive FID on Train 4.

•In April 2025, the Company announced that TotalEnergies exercised its LNG purchase option with respect to Train 4 and the Company entered into a 20-year LNG SPA with TotalEnergies, pursuant to which TotalEnergies will purchase 1.5 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub, subject to a positive FID on Train 4. The Company believes sufficient long-term commercial support is now in place to support a positive FID on Train 4.

•In May 2025, the Company announced a 20-year LNG SPA with JERA, pursuant to which JERA will purchase 2.0 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub, subject to a positive FID on Train 5.

•In June 2025, the Company finalized a pricing refresh of the Company's lump-sum, turnkey EPC contract with Bechtel for the construction of Train 4 and related infrastructure and executed a lump-sum, turnkey EPC contract with Bechtel for the construction of Train 5 and related infrastructure. Pricing validity under the Train 4 and Train 5 EPC contracts extends through September 15, 2025.

Financial

•In April 2025, Rio Grande LNG, LLC (“Rio Grande”) elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million and is expected to reduce related commitment fees by approximately $2 million annually.

•In May 2025, the Company’s wholly-owned subsidiary Rio Grande LNG Super Holdings, LLC, entered into an amended credit agreement with the lender of its existing senior secured loan to increase the loan amount by $50

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million to a total of $225 million initial principal. Incremental proceeds from the senior secured loan were disbursed at closing on May 14, 2025, and net proceeds will be used to fund working capital and general corporate purposes, including development expenses for expansion trains at the Rio Grande LNG Facility and specifically pre-FID expenses for Trains 4 and 5. Borrowings under the senior secured loan bear interest at 12.0%, with interest payable quarterly. Interest may be paid in-kind until March 31, 2027 and up to 50% in-kind thereafter. The senior secured loan matures December 31, 2030.

•In conjunction with the closing of the May 2025 amendment to the senior secured loan, the Company issued warrants that are exercisable for an aggregate of approximately 2.0 million shares of NextDecade common stock to the lender of the senior secured loan. The warrants are exercisable for five years after the amendment date. The warrants are exercisable at $9.30 per share, which represented a 30% premium to the volume weighted average price for the 30 trading-day period immediately preceding the amendment date.

Regulatory

•In March 2025, the U.S. Court of Appeals for the D.C. Circuit (the “D.C. Circuit Court”) issued a revision to its August 2024 decision regarding the Company's FERC order, resulting in a remand without vacatur of the FERC order for the first five liquefaction trains at the Rio Grande LNG Facility. Pursuant to the remand, FERC is to consider the issue of a supplemental Environmental Impact Statement (“SEIS”) in view of several executive orders issued since January 20, 2025.

•In March 2025, the FERC issued a draft SEIS for the first five liquefaction trains at the Rio Grande LNG Facility, providing for a public comment period that ended on May 19, 2025.

•In July 2025, the FERC issued a final SEIS for the first five liquefaction trains at the Rio Grande LNG Facility. Based on its published schedule, FERC anticipates issuing a final order on the remand by November 20, 2025.

Rio Grande LNG Facility Activity

Liquefaction Facilities Overview

We are constructing and developing the Rio Grande LNG Facility on the north shore of the Brownsville Ship Channel in south Texas. The site is located on approximately 1,000 acres of land, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel. We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, and location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S. Gulf Coast. The Rio Grande LNG Facility has been permitted by the FERC and authorized by the DOE to export up to 27 MTPA of LNG from up to five liquefaction trains. Phase 1 at the Rio Grande LNG Facility is under construction, Train 4 has been commercialized and is being progressed toward FID, Train 5 is being commercialized and progressed toward FID, and we are developing and beginning the permitting process for Trains 6 through 8.

Phase 1 Overview and Construction Progress

In July 2023, construction commenced on Phase 1 of the Rio Grande LNG Facility following a positive FID and the closing of project financing by Rio Grande, which owns Phase 1 of the Rio Grande LNG Facility. Construction will be completed by Bechtel under fully wrapped, lump-sum turnkey EPC contracts, and the liquefaction trains will utilize Honeywell liquefaction technology, which is the predominant liquefaction technology utilized globally.

Pursuant to a joint venture agreement with equity partners for ownership of Rio Grande, we expect to receive up to approximately 20.8% of distributions of available cash generated from Phase 1 operations, provided that a majority of the cash distributions to which we are otherwise entitled will be paid for any distribution period only after our equity partners receive an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made.

Phase 1 includes three liquefaction trains with a total expected LNG production capacity of approximately 18 MTPA, two 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, two totally enclosed ground flares for the LNG tanks and marine facilities, two ground flares for the liquefaction trains, roads, levees surrounding the entire site, and warehouses, administrative, operations control room and maintenance buildings.

As of June 2025, progress on Trains 1 through 3 is in line with the schedule under the EPC contracts. During the second quarter 2025, the construction team continued piping fabrication, rebar installation, equipment setting and concrete placement, and structural steel erection in the areas of Trains 1, 2, and 3. The eighth wall lift was completed for Tank 1.

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Across the site, Bechtel also continued installing concrete foundations, instrument air receivers, floodgates, permanent fencing, temporary facilities, and other siteworks.

Phase 1 LNG Sale and Purchase Agreements

For Phase 1 of the Rio Grande LNG Facility, Rio Grande has entered into long-term LNG SPAs with nine creditworthy counterparties for aggregate volumes of approximately 16.2 MTPA of LNG. The SPAs have a weighted average term of 19.2 years. Under these SPAs, the customers will purchase LNG from Rio Grande for a price consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees structured to cover the expected cost of natural gas plus fuel and other sourcing costs to produce LNG. In certain circumstances, customers may elect to cancel or suspend deliveries of LNG cargoes, in which case the customers would still be required to pay the fixed fee with respect to cargoes that are not delivered. A portion of the fixed fee under each SPA will be subject to annual adjustment for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific train; however, the commencement of the term of each SPA is tied to a specified train.

Each of these SPAs is currently effective, and deliveries of LNG under these SPAs will commence on the respective Date of First Commercial Delivery (“DFCD”), which is primarily tied to the substantial completion or guaranteed substantial completion dates of specific trains as defined in each SPA. In aggregate, approximately 14.65 MTPA of Phase 1 Henry Hub-linked SPAs have average fixed fees, unadjusted for inflation, totaling approximately $1.8 billion expected to be paid annually.

Marketing of Uncontracted Volumes

Rio Grande expects to sell any commissioning LNG volumes and operational LNG volumes in excess of SPA volumes into the LNG market through spot, short-term, and medium-term agreements. Rio Grande has entered into certain time charter agreements and expects to enter into additional time charter agreements with vessel owners to provide shipping capacity for LNG sales related to its existing Phase 1 delivered ex-ship SPA, commissioning volumes, and expected portfolio volumes.

Engineering, Procurement and Construction (“EPC”)

The Company has entered into fully wrapped, lump-sum turnkey contracts with Bechtel, a well-established and reputable LNG engineering and construction firm, for the engineering, procurement, and construction of Phase 1, Train 4, and Train 5 at the Rio Grande LNG Facility, under which Bechtel has generally guaranteed cost, performance, and schedule. Under these EPC contracts, Bechtel is responsible for the engineering, procurement, construction, commissioning, and startup of liquefaction trains and their respective related infrastructure.

On July 12, 2023, Rio Grande issued final notice to proceed to Bechtel under the EPC contracts for Phase 1. Total expected capital costs for Phase 1 are estimated to be approximately $18.0 billion, including estimated EPC costs, owner’s costs, contingencies, and financing costs, and including amounts spent prior to FID under limited notices to proceed.

Natural Gas Transportation and Supply

We are in the process of executing a substantial and diversified natural gas feedstock sourcing and transportation strategy to spread risk exposure across multiple contracts, counterparties, and pricing hubs. We expect to enter into gas supply arrangements with a wide range of suppliers, and we also expect to leverage trading platforms and exchanges to lock in natural gas supply prices and/or hedge risk.

We have entered into agreements for transportation of natural gas to the Rio Grande LNG Facility on both a firm and interruptible basis to support commissioning and operations and provide the ability to purchase natural gas supplies at the Agua Dulce Hub, giving us access to prolific gas production from the Permian Basin and Eagle Ford Shale and providing significant flexibility to obtain competitively priced natural gas feedstock.

We believe our proximity to major reserve basins and shale plays, increasing pipeline capacity in the area, a significant amount of natural gas production and infrastructure investment, as well as our existing contacts and discussions with some of the largest regional operators, represent key elements of a comprehensive and effective feed gas strategy.

Final Investment Decision on Train 4

The Company has completed commercialization of Train 4 and has executed 20-year LNG SPAs totaling 4.6 MTPA of LNG with ADNOC, Aramco, and TotalEnergies in support of Train 4.

In June 2025, the Company finalized an EPC contract pricing refresh with Bechtel for Train 4 and related infrastructure. Pricing validity under the EPC contract for Train 4 extends through September 15, 2025.

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The Company launched the financing process for Train 4 in June 2025 and expects to finance construction of Train 4 using a combination of debt and equity funding at the project level. The Company is in the process of entering into a term loan bank facility at Rio Grande LNG Train 4, LLC for the debt portion of the funding.

The Company's Phase 1 equity partners each have options to invest in Train 4 equity which, if exercised, would provide 60% of the equity funding required for Train 4. The Company expects the Phase 1 equity partners to exercise their options to participate in Train 4 equity.

NextDecade currently expects to fund 40% of the equity commitments for Train 4, and to have an initial economic interest of 40% in Train 4, which will increase to 60% after its equity partners achieve certain returns on their investments in Train 4. The Company is in the process of financing its equity capital for Train 4.

The Company expects to achieve a positive FID on Train 4 by mid-September 2025, subject to obtaining adequate financing.

Final Investment Decision on Train 5

The Company is also progressing Train 5 toward FID, and the commercialization process is underway for Train 5. In May 2025, the Company announced a 20-year LNG SPA with JERA for 2.0 MTPA of LNG in support of Train 5. The Company is targeting an additional 2.5 MTPA of long-term contracts to support a positive FID of Train 5.

In June 2025, the Company finalized an EPC contract with Bechtel for Train 5 and related infrastructure. Pricing validity under the EPC contract for Train 5 extends through September 15, 2025.

The Company began the financing process for Train 5 in the second quarter of 2025 and expects to finance construction of Train 5 using a combination of debt and equity funding at the project level. The Company expects to enter into bank facilities at Rio Grande LNG Train 5, LLC for the debt portion of the funding. Certain of the Company’s Phase 1 equity partners have options to invest in Train 5 equity, which if exercised, would provide 50% of the equity funding required for Train 5. Inclusive of these options, NextDecade currently expects to fund the balance of the equity commitments for Train 5, and to have an initial economic interest of up to 50% in Train 5, which will increase to up to 70% after its equity partners achieve certain returns on their investments in Train 5.

The Company continues to pursue financing for Train 5 and, subject to obtaining appropriate commercial support and financing, is targeting FID by mid-September 2025.

Development of Additional Liquefaction Capacity

The Company is developing and beginning the permitting process for additional liquefaction capacity at the Rio Grande LNG Facility site beyond Trains 1 through 5. Trains 6 through 8 are wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility site and adjacent to Trains 1 through 5. The Company expects to pre-file an application with FERC for Train 6 in 2025 and a full application with FERC in early 2026. The Company is evaluating multiple areas on the site for the development of Trains 7 and 8 and expects to provide an update on the expected permitting timeline for Trains 7 and 8 in 2025.

Governmental Permits, Approvals and Authorizations

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including FERC approval and DOE FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling up to 27 MTPA.

In March 2025, the D.C. Circuit Court issued a revision to its August 2024 decision regarding our FERC order, resulting in a remand without vacatur of the FERC order for the first five liquefaction trains at the Rio Grande LNG Facility. Pursuant to the remand, FERC is to consider the issue of a supplemental Environmental Impact Statement (“SEIS”) in view of several executive orders issued since January 20, 2025.

In March 2025, the FERC issued a draft SEIS for the first five liquefaction trains at the Rio Grande LNG Facility, providing for a public comment period that ended on May 19, 2025. In July 2025, the FERC issued a final SEIS for the first five liquefaction trains at the Rio Grande LNG Facility. Based on its published schedule, FERC anticipates issuing a final order on the remand by November 20, 2025.

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Corporate and Other Activities

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including construction of Phase 1 at the Rio Grande LNG Facility, the development of Trains 4 through 8, and the development of a potential CCS project at the Rio Grande LNG Facility.

Liquidity and Capital Resources

Following FID on Phase 1 and the project financing obtained by Rio Grande, NextDecade and Rio Grande operate with independent capital structures. Although our sources and uses are presented from a consolidated standpoint, certain restrictions under debt and equity agreements limit the ability of NextDecade and Rio Grande to use and distribute cash. Rio Grande is required to deposit all cash received under its debt agreements into restricted accounts. The usage or withdrawal of such cash is restricted to the payment of obligations related to Phase 1 and other restricted payments, and such cash and capital resources are not available to service the obligations of NextDecade.

Phase 1 FID Rio Grande Financing

In connection with the FID on Phase 1 of the Rio Grande LNG Facility, Rio Grande obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500 million working capital facility, and closed a $700 million senior secured non-recourse private notes offering. Rio Grande expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area and installation of utilities, and interest during construction and other financing costs. Rio Grande has refinanced a total of over $1.85 billion of the original $11.1 billion Rio Grande term loan facilities into senior secured notes and loans since July 2023.

In April 2025, Rio Grande elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million.

Near Term Liquidity and Capital Resources of NextDecade Corporation

Prior to the FID on Phase 1 of the Rio Grande LNG Facility, our primary cash needs historically were funding development activities in support of the Rio Grande LNG Facility and our CCS projects, which included payments of initial direct costs of the Rio Grande site lease and expenses in support of engineering and design activities, regulatory approvals and compliance, commercial and marketing activities and corporate overhead. Following the FID on Phase 1 of the Rio Grande LNG Facility, costs associated with the Phase 1 EPC agreements, Rio Grande site lease, and other Phase 1 related costs are being funded by debt and equity proceeds received by Rio Grande.

Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, nor do we expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating. We intend to fund development activities for the foreseeable future with cash and cash equivalents on hand and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries. There can be no assurance that we will succeed in selling equity or equity-based securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

Our current capital resources consist of approximately $158.5 million of cash and cash equivalents as of June 30, 2025.

Long Term Liquidity and Capital Resources of NextDecade Corporation

We will not receive significant cash flows from Phase 1 of the Rio Grande LNG Facility until it is operational, and the commercial operation date for the first train of Phase 1 is expected to occur in late 2027 based on the schedule under the EPC contracts. Any future phases of development at the Rio Grande LNG Facility and CCS projects will similarly take an extended period of time to develop, construct and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future phases of development at the Rio Grande LNG Facility and any CCS projects will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries. As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future phases of development and construction at the Rio Grande LNG Facility and any CCS projects, to bring them into operation on a commercially viable basis and to finance any required increases in staffing, operating and expansion costs during that process. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future phases of development and construction at the Rio Grande LNG Facility or complete any CCS projects or, if successful, that the capital we raise will not be expensive or

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dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.

Sources and Uses of Cash

The following table summarizes the sources and uses of our cash for the periods presented (in thousands):


	Six Months Ended June 30,
	2025		2024
Operating cash flows	$	(72,722)	(22,838)
Investing cash flows	(1,531,338)		(1,374,290)
Financing cash flows	1,668,337		1,305,729
Net (decrease) increase in cash, cash equivalents and restricted cash	64,277		(91,399)
Cash, cash equivalents and restricted cash – beginning of period	392,762		294,478
Cash, cash equivalents and restricted cash – end of period	$	457,039	$	203,079

Cash used in operating activities for the six months ended June 30, 2025 increased by approximately $49.9 million compared to the same period in 2024 primarily due to higher pre-operational expenditures and working capital investments to support the commencement of operations at the Rio Grande LNG Facility.

Cash used in investing activities for the six months ended June 30, 2025 increased by approximately $157.0 million compared to the same period in 2024 primarily due to increased expenditures associated with the Rio Grande LNG Facility.

Cash provided by financing activities for the six months ended June 30, 2025 increased by approximately $362.6 million compared to the same period in 2024. This was driven by an increase of approximately $79.3 million uptick in equity commitment receipts and the absence of approximately $1.3 billion of debt repayments in the current period. These increases were partially offset by a $1.0 billion reduction in debt proceeds.

Results of Operations

The following table summarizes costs, expenses and other income for the periods indicated (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues	$	—	$	—	$	—	$	—
General and administrative expense	52,049		33,902		96,991		66,407
Development expense	1,248		2,409		1,555		4,918
Depreciation and amortization expense	2,971		3,223		6,120		6,326
Other	—		—		3,518		—
Total operating loss	(56,268)		(39,534)		(108,184)		(77,651)
Other (expense) income:
Derivative gain (loss)	25,157		109,067		(143,543)		367,939
Interest expense, net	(28,833)		(26,030)		(56,038)		(51,509)
Loss on debt extinguishment	(9,160)		(40,133)		(9,160)		(47,573)
Other, net	(1,528)		(1,066)		1,065		(2,127)
Net (loss) income attributable to NextDecade Corporation	(70,632)		2,304		(315,860)		189,079
Less: net (loss) income attributable to non-controlling interest	(9,765)		34,880		(166,188)		193,309
Net loss attributable to common stockholders	$	(60,867)	$	(32,576)	$	(149,672)	$	(4,230)

Net loss attributable to common stockholders was approximately $60.9 million, for the three months ended June 30, 2025 compared to net loss of $32.6 million during the same period in 2024. The $28.3 million increase was primarily a result of the following:

•General and administrative expenses increased by approximately $18.1 million, principally reflecting incremental headcount additions to support the commencement of operations at the Rio Grande LNG Facility.

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•Unrealized derivative gains decreased by approximately $83.9 million, primarily reflecting lower forward SOFR rates.

•Loss on debt extinguishment decreased approximately $31.0 million due to the lack of debt repayments during the current period.

•Due to the above changes, net income attributable to non-controlling interest during the three months ended June 30, 2025 decreased approximately $44.6 million as those activities are a component of Intermediate Holdings net income and loss.

Net loss attributable to common stockholders was approximately $149.7 million, for the six months ended June 30, 2025 compared to net loss of $4.2 million during the same period in 2024. The $145.4 million increase was primarily a result of the following:

•General and administrative expenses increased by approximately $30.6 million, principally reflecting incremental headcount additions to support the commencement of operations at the Rio Grande LNG Facility.

•Unrealized derivative gains decreased by approximately $511.5 million, primarily reflecting lower forward SOFR rates.

•Loss on debt extinguishment decreased approximately $38.4 million due to the lack of debt repayments during the current period.

•Due to the above changes, net income attributable to non-controlling interest during the six months ended June 30, 2025 decreased approximately $359.5 million as those activities are a component of Intermediate Holdings net income and loss.

Summary of Critical Accounting Estimates

There were no changes made by management to the critical accounting policies in the three months ended June 30, 2025. Please refer to the Summary of Critical Accounting Estimates section within MD&A and Note 2 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our critical accounting estimates and accounting policies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We were a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, in connection with the filing of our Annual Report on Form 10-K for the year ended December 31, 2024, and we will not be required to provide information under this item until the first quarter following the filing of our Annual Report on Form 10-K for the year ending December 31, 2025.

Item 4. Controls and Procedures

We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 of the Exchange Act. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective.

During the most recent fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There were no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The following table summarizes stock repurchases for the three months ended June 30, 2025:


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)	Total Number of Shares Purchased as a Part of Publicly Announced Plans	Maximum Number of Shares That May Yet Be Purchased Under the Plans
April 2025	—	—	—	—
May 2025	3,246	7.51	—	—
June 2025	3,593	8.45	—	—

(1)Represents shares of Company common stock surrendered to us by participants in the 2017 Plan to settle the participants’ personal tax liabilities that resulted from the lapsing of restrictions on awards made to the participants under the 2017 Plan.

(2)The price paid per share of Company common stock was based on the closing trading price of such stock on the dates on which we repurchased shares of Company common stock from the participants under the 2017 Plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 6. Exhibits


Exhibit No.						Description
3.1						Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017(Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017).
3.2						Amended and Restated Bylaws of NextDecade Corporation, as amended March 3, 2021(Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed June 24, 2022).
3.3						Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018 (Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-3, filed December 20, 2018).
3.4						Certificate of Designations of Series B Convertible Preferred Stock, dated September 28, 2018 (Incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q, filed November 9, 2018).

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3.5						Certificate of Designations of Series C Convertible Preferred Stock, dated March 17, 2021 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed March 18, 2021).
3.6						Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.7						Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed July 15, 2019).
3.8						Certificate of Increase to Certificate of Designations of Series A Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.7 of the Registrant's Quarterly Report on Form 10-Q, filed August 6, 2019).
3.9						Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).
10.1*†						Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 4 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.
10.2*†						Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 5 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 12, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc.
10.3*†						Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00180, EC00194, EC00195, EC00208 and EC00213, each dated as of April 2, 2025, (ii) EC00182, dated as of April 7, 2025, (iii) EC00206, dated as of April 15, 2025, (iv) EC00215 and EC00219, each dated as of April 29, 2025, (v) EC00212, dated as of May 6, 2025, (vi) EC00322, dated as of May 9, 2025, (vii) EC00217, dated as of May 23, 2025, (viii) EC00199, dated as of May 28, 2025, (ix) EC00228, dated as of June 15, 2025 and (x) EC00226 and EC00231, each dated as of June 25, 2025
10.4*†						Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00214 and EC00196, each dated as of April 2, 2025, (ii) EC00183, dated as of April 7, 2025, (iii) EC00207, dated as of April 9, 2025, (iv) EC00234, dated as of May 9, 2025, (v) E00218, dated as of May 23, 2025, (vi) EC00200, dated as of May 28, 2025, (vii) EC00227 and EC00232, each dated as of June 25, 2025, (viii) EC00193, dated as of June 26, 2025, and (ix) EC00224 and EC00239, each dated as of June 27, 2025.
10.5*						First Amendment to Credit Agreement, dated May 14, 2025, by and between Rio Grande LNG Super Holdings, LLC, as Borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as Administrative Agent, Atlantic Park Strategic Capital Master Fund II, L.P., as Collateral Agent, and the lenders party thereto.
10.6*						Amended and Restated Registration Rights Agreement, dated May 14, 2025, by and among NextDecade Corporation, APSC II HoldCo II, L.P. and Bardin Hill Opportunistic Credit Master (US) Fund II LP.
31.1*						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS						Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document.

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104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).



*			Filed herewith.
**			Furnished herewith.
†			Certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

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.


	NEXTDECADE CORPORATION

Date: July 31, 2025	By:	/s/ Matthew K. Schatzman
		Matthew K. Schatzman
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)


Date: July 31, 2025	By:	/s/ Brent E. Wahl
		Brent E. Wahl
		Chief Financial Officer
		(Principal Financial Officer)

NextDecade Corp 10-Q