NextDecade Corp 10-K

Item 8. Financial Statements and Supplementary Data   Index to Consolidated Financial Statements   NextDecade Corporation and Subsidiaries     Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 30 Consolidated Balance Sheets 31 Consolidated Statements of Operations 32 Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock 33 Consolidated Statements of Cash Flows 34 Notes to Consolidated Financial Statements 35   29 Table of Contents   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Board of Directors and Stockholders NextDecade Corporation   Opinion on the financial statements We have audited the accompanying consolidated balance sheets of NextDecade Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.   Going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.   Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.   We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.   Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.   Critical audit matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.   Valuation of Common Stock Warrant Liabilities   As described further in Note 9 to the consolidated financial statements, the Company had $4 million of common stock warrant liabilities as of December 31, 2022. At each balance sheet date, management determines the estimated fair value of common stock warrant liabilities using a Monte Carlo valuation method. The following qualitative information is used by management to determine the fair value measurement of the common stock warrant liabilities: stock price, exercise price, risk-free rate, volatility, and the warrants term in years. We identified the valuation of common stock warrant liabilities as a critical audit matter.   The principal considerations for our determination that the valuation of common stock warrant liabilities is a critical audit matter are that (i) there was significant judgment by management when determining the estimated volatility, risk-free interest rate, and the expected life of the common stock warrants, and (ii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing procedures and evaluating the audit evidence obtained from these procedures.   Our audit procedures related to the valuation of common stock warrant liabilities included the following, among others.     ● We tested the design of controls over the valuation of common stock warrant liabilities and gained an understanding of the valuation credentials and industry expertise of the third-party valuation group and valuation methodologies used.     ● We tested the schedule of fully dilutive shares used to value common stock warrants by confirming outstanding common stock with the third-party transfer agent and testing the conversion value of preferred stock and dividend issuances.     ● With the assistance of Grant Thornton internal valuation specialists, we tested management’s and the third-party’s process for determining the fair value of common stock warrants, including evaluating significant assumptions used, testing supporting documents, and assessing reasonableness by comparing to historical trends and industry expectations. Certain key inputs/assumptions tested by us included the following:     o Volatility     o Risk-free interest rate     o Warrant terms     /s/ GRANT THORNTON LLP   We have served as the Company’s auditor since 2018.   Houston, Texas March 10, 2023   30 Table of Contents       NextDecade Corporation and Subsidiaries Consolidated Balance Sheets (in thousands, except share data)       December 31,     December 31,       2022     2021   Assets                 Current assets                 Cash and cash equivalents   $ 62,789     $ 25,552   Prepaid expenses and other current assets     1,149       835   Total current assets     63,938       26,387   Property, plant and equipment, net     218,646       173,816   Operating lease right-of-use assets, net     1,474       590   Other non-current assets     28,372       21,312   Total assets   $ 312,430     $ 222,105                     Liabilities, Convertible Preferred Stock and Stockholders’ Equity                 Current liabilities                 Accounts payable   $ 1,084     $ 281   Accrued liabilities and other current liabilities     23,184       5,973   Current Common Stock Warrant liabilities     —       1,376   Current operating lease liabilities     1,093       596   Total current liabilities     25,361       8,226   Non-current Common Stock Warrant liabilities     6,790       2,587   Non-current operating lease liabilities     465       —   Other non-current liabilities     23,000       23,000   Total liabilities     55,616       33,813                     Commitments and contingencies (Note 14)                                       Series A Convertible Preferred Stock, $ 1,000 per share liquidation preference, Issued and outstanding: 82,948 shares and 73,713 shares at December 31, 2022 and 2021, respectively     73,026       63,791   Series B Convertible Preferred Stock, $ 1,000 per share liquidation preference, Issued and outstanding: 79,239 shares and 70,433 shares at December 31, 2022 and 2021, respectively     73,408       64,602   Series C Convertible Preferred Stock, $ 1,000 per share liquidation preference, Issued and outstanding: 59,366 shares and 42,490 shares at December 31, 2022 and 2021, respectively     56,009       40,007                     Stockholders’ equity                 Common stock, $ 0.0001 par value Authorized: 480.0 million shares at December 31, 2022 and 2021, Issued and outstanding: 143.5 million shares and 120.8 million shares at December 31, 2022 and 2021, respectively     14       12   Treasury stock: 991,089 shares and 346,126 shares at December 31, 2022 and 2021, respectively, at cost     ( 4,587 )     ( 1,315 ) Preferred stock, $ 0.0001 par value Authorized: 0.5 million, after designation of the Convertible Preferred Stock, Issued and outstanding: none at December 31, 2022 and 2021     —       —   Additional paid-in-capital     289,084       191,264   Accumulated deficit     ( 230,140 )     ( 170,069 ) Total stockholders’ equity     54,371       19,892   Total liabilities, Convertible Preferred Stock and stockholders’ equity   $ 312,430     $ 222,105     The accompanying notes are an integral part of these Consolidated Financial Statements.   31 Table of Contents     NextDecade Corporation and Subsidiaries Consolidated Statements of Operations  (in thousands, except per share data)       Year Ended       December 31,       2022     2021   Revenues   $ —     $ —   Operating Expenses                 General and administrative expenses     49,093       16,803   Development expense, net     4,101       1,615   Lease expense     1,119       905   Depreciation expense     162       184   Total operating expenses     54,475       19,507   Total operating loss     ( 54,475 )     (19,507 ) Other income (expense)                 Loss on Common Stock Warrant liabilities     ( 5,747 )     ( 2,533 ) Other, net     151       1   Total other expense     ( 5,596 )     ( 2,532 ) Net loss attributable to NextDecade Corporation     ( 60,071 )     (22,039 ) Preferred stock dividends     ( 24,282 )     (18,294 ) Deemed dividends on Series A Convertible Preferred Stock     —       (63 ) Net loss attributable to common stockholders   $ ( 84,353 )   $ (40,396 )                   Net loss per common share - basic and diluted   $ ( 0.65 )   $ (0.34 )                   Weighted average shares outstanding - basic and diluted     130,136       119,201     The accompanying notes are an integral part of these Consolidated Financial Statements.   32 Table of Contents     NextDecade Corporation and Subsidiaries Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock (in thousands)       Common Stock     Treasury Stock                                                               Par                     Additional             Total     Series A     Series B     Series C               Value                     Paid-in     Accumulated     Stockholders’     Convertible     Convertible     Convertible       Shares     Amount     Shares     Amount     Capital     Deficit     Equity     Preferred Stock     Preferred Stock     Preferred Stock   Balance at January 1, 2021     117,829     $ 12       249     $ ( 1,031 )   $ 209,481     $ ( 148,030 )   $ 60,432     $ 55,522     $ 56,781     $ -   Share-based compensation     —       —       —       —       ( 4,541 )     —       ( 4,541 )     —       —       —   Restricted stock vesting     660       —       —       —       —       —       —       —       —       —   Shares repurchased related to share-based compensation     ( 97 )     —       97       ( 284 )     —       —       ( 284 )     —       —       —   Issuance of common stock, net     163       —       —       —       316       —       316       —       —       —   Stock dividend     798       —       —       —       —       —       —       —       —       —   Exercise of common stock warrants     1,485       —       —       —       4,365       —       4,365       —       —       —   Issuance of Series C Convertible Preferred Stock     —       —       —       —       —       —       —       —       —       37,807   Preferred stock dividends     —       —       —       —       ( 18,294 )     —       ( 18,294 )     8,206       7,821       2,200   Deemed dividends - accretion of beneficial conversion feature     —       —       —       —       ( 63 )     —       ( 63 )     63       —       —   Net Loss     —       —       —       —       —       ( 22,039 )     ( 22,039 )     —       —       —   Balance at December 31, 2021     120,838     $ 12       346     $ ( 1,315 )   $ 191,264     $ ( 170,069 )   $ 19,892     $ 63,791     $ 64,602     $ 40,007   Share-based compensation     —       —       —       —       7,472       —       7,472       —       —       —   Restricted stock vesting     2,763       —       —       —       —       —       —       —       —       —   Shares repurchased related to share-based compensation     ( 645 )     —       645       ( 3,272 )     —       —       ( 3,272 )     —       —       —   Issuance of common stock, net     20,073       2       —       —       111,066       —       111,068       —       —       —   Exercise of common stock warrants     520       —       —       —       3,564       —       3,564       —       —       —   Issuance of Series C Convertible Preferred Stock     —       —       —       —       —       —       —       —       —       9,836   Preferred stock dividends     —       —       —       —       ( 24,282 )     —       ( 24,282 )     9,235       8,806       6,166   Net Loss     —       —       —       —       —       ( 60,071 )     ( 60,071 )     —       —       —   Balance at December 31, 2022     143,549     $ 14       991     $ ( 4,587 )   $ 289,084     $ ( 230,140 )   $ 54,371     $ 73,026     $ 73,408     $ 56,009     The accompanying notes are an integral part of these Consolidated Financial Statements.   33 Table of Contents     NextDecade Corporation and Subsidiaries Consolidated Statements of Cash Flows (in thousands)       Year Ended       December 31,       2022     2021   Operating activities:                 Net loss attributable to NextDecade Corporation   $ ( 60,071 )   $ ( 22,039 ) Adjustment to reconcile net loss to net cash used in operating activities                 Depreciation     162       184   Share-based compensation expense (forfeiture)     7,472       ( 4,313 ) Loss on Common Stock Warrant liabilities     5,747       2,533   Amortization of right-of-use assets     756       551   Amortization of other non-current assets     354       1,416   Changes in operating assets and liabilities:                 Prepaid expenses     ( 314 )     ( 186 ) Accounts payable     684       ( 26 ) Operating lease liabilities     ( 678 )     ( 548 ) Accrued expenses and other liabilities     5,812       4,468   Net cash used in operating activities     ( 40,076 )     ( 17,960 ) Investing activities:                 Acquisition of property, plant and equipment     ( 33,753 )     ( 12,105 ) Acquisition of other non-current assets     ( 7,135 )     ( 6,429 ) Net cash used in investing activities     ( 40,888 )     ( 18,534 ) Financing activities:                 Proceeds from sale of Series C Convertible Preferred Stock     10,500       39,500   Proceeds from sale of common stock     115,000       557   Equity issuance costs     ( 3,952 )     ( 268 ) Preferred stock dividends     ( 75 )     ( 67 ) Shares repurchased related to share-based compensation     ( 3,272 )     ( 284 ) Net cash provided by financing activities     118,201       39,438   Net increase in cash and cash equivalents     37,237       2,944   Cash and cash equivalents – beginning of period     25,552       22,608   Cash and cash equivalents – end of period   $ 62,789     $ 25,552                     Non-cash investing activities:                 Accounts payable for acquisition of property, plant and equipment   $ 162     $ 117   Accrued liabilities for acquisition of property, plant and equipment     12,046       926   Accrued liabilities for acquisition of other non-current assets     279       —   Pipeline assets obtained in exchange for other non-current liabilities     —       84   Non-cash financing activities:                 Paid-in-kind dividends on Convertible Preferred Stock     24,207       18,227   Accretion of deemed dividends on Series A Convertible Preferred Stock     —       63   Accrued liabilities for equity issuance costs     —       35     The accompanying notes are an integral part of these Consolidated Financial Statements.   34 Table of Contents   NextDecade Corporation and Subsidiaries Notes to Consolidated Financial Statements     Note  1  — Background and Basis of Presentation   NextDecade Corporation engages in development activities related to the liquefaction and sale of liquefied natural gas (“LNG”) and the capture and storage of CO 2  emissions. We have focused our development activities on the Rio Grande LNG terminal facility at the Port of Brownsville in southern Texas (the “Terminal”), a carbon capture and storage project at the Terminal (the “Terminal CCS project”) and other carbon capture and storage projects (“CCS projects”) with third -party industrial source facilities.    Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.   Certain reclassifications have been made to conform prior period information to the current presentation.  The reclassifications did not have a material effect on our consolidated financial position, results of operations or cash flows.   The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future and, as a result, the Company will require additional capital to fund its operations and execute its business plan. As of December 31, 2022 , the Company had $ 62.8  million in cash and cash equivalents, which may not be sufficient to fund the Company's planned operations through one year after the date the consolidated financial statements are issued. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months.   The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments or any other means and managing certain operating and overhead costs. The Company may not be able to obtain sufficient funding through additional equity or debt instruments or any other means, and if it is able to do so, they may not be on satisfactory terms. The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company's equity or debt securities, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. In the event the Company is unable to obtain sufficient additional funding, there can be no assurance that it will be able to continue as a going concern.   These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern.   Note 2 — Summary of Significant Accounting Policies   Use of Estimates   The preparation of Consolidated Financial Statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.   Concentrations of Credit Risk   Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents. We maintain cash and cash equivalent balances with a single financial institution, which may at times be in excess of federally insured levels. We have not incurred losses related to these cash and cash equivalent balances to date.   Cash Equivalents   We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.     Property, Plant and Equipment   Generally, we begin to capitalize the costs of our development projects once construction of the individual project is probable. This assessment includes the following criteria:     • funding for design and permitting has been identified and is expected in the near-term;     • key vendors for development activities have been identified, and we expect to engage them at commercially reasonable terms;     • we have committed to commencing development activities;     • regulatory approval is probable;     • construction financing is expected to be available at the time of a final investment decision (“FID”);     • prospective customers have been identified and the FID is probable; and     • receipt of customary local tax incentives, as needed for project viability, is probable.   Prior to meeting the criteria above, costs associated with a project are expensed as incurred. Expenditures for normal repairs and maintenance are expensed as incurred.   When assets are retired or disposed, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in our Consolidated Statements of Operations.   35 Table of Contents   Property, plant and equipment is carried at historical cost and depreciated using the straight-line method over their estimated useful lives.   Leasehold improvements are depreciated over the lesser of the economic life of the leasehold improvement or the term of the lease, without regard to extension or renewal rights.   Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable. Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability. Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset. If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.   Leases   The Company determines if a contractual arrangement represents or contains a lease at inception. Operating leases with lease terms greater than twelve months are included in Operating lease right-of-use assets and Operating lease liabilities in the Consolidated Balance Sheets.    Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term. The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company has lease arrangements that include both lease and non-lease components. The Company accounts for non-lease components separately from the lease component.   Warrants   The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity (“ASC 480” ), and then in accordance with ASC 815 - 40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815 - 40” ). Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing a variable number of shares.   If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815 - 40, which states that contracts that require or may require the issuer to settle the contract for cash or a variable number of shares are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815 - 40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815 - 40 or other applicable GAAP. After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss. Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.   Fair Value of Financial Instruments   Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. In determining fair value, we use observable market data when available, or models that incorporate observable market data. In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value. We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates. Recurring fair-value measurements are performed for Common Stock Warrant liabilities as disclosed in Note 9   – Preferred Stock and Common Stock Warrants . The carrying amount of cash and cash equivalents and accounts payable reported on the Consolidated Balance Sheets approximates fair value due to their short-term maturities.   Treasury Stock   Treasury stock is recorded at cost. Issuance of treasury stock is accounted for on a weighted average cost basis. Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital.   Net Earnings (Loss) Per Share   Net earnings (loss) per share (“EPS”) is computed in accordance with GAAP. Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. The dilutive effect of unvested stock and warrants is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method. Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 11  – Net Loss Per Share Attributable to Common Stockholders .   Share-based Compensation   We recognize share-based compensation at fair value on the date of grant. The fair value is recognized as expense (net of any capitalization) over the requisite service period. For equity-classified share-based compensation awards, compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured. The fair value is recognized as expense, net of any capitalization, using the straight-line basis for awards that vest based on service conditions and using the graded-vesting attribution method for awards that vest based on performance conditions. We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions. For liability classified share-based compensation awards, compensation cost is initially recognized on the grant date using estimated payout levels. Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in our stock price. We account for forfeitures as they occur.   36 Table of Contents   Income Taxes   Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements. Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes. A valuation allowance is recorded to reduce the carrying value of our net deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position.   Segments   The Company's chief operating decision maker allocates resources and assesses financial performance on a consolidated basis. As such, for purposes of financial reporting under GAAP during the years ended December 31, 2022 and 2021 , the Company operated as a single operating segment.   Smaller Reporting Company   Under Rule 12b - 2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “smaller reporting company” because the value of its common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter was less than $250 million. For as long as the Company remains a smaller reporting company, it may take advantage of certain exemptions from the SEC’s reporting requirements that are otherwise applicable to public companies that are not smaller reporting companies.     Note 3 — Prepaid Expenses and Other Current Assets   Prepaid expenses and other current assets consisted of the following (in thousands):       December 31,     December 31,       2022     2021   Prepaid subscriptions   $ 423     $ 85   Prepaid insurance     619       376   Prepaid marketing and sponsorships     —       60   Other     107       314   Total prepaid expenses and other current assets   $ 1,149     $ 835       Note 4  — Sale of Equity Interests in Rio Bravo Pipeline Company, LLC   On March 2, 2020, NextDecade LLC closed the transactions (the “Closing”) contemplated by that certain Omnibus Agreement, dated February 13, 2020, with Spectra Energy Transmission II, LLC, a wholly owned subsidiary of Enbridge Inc. (“Buyer”), pursuant to which NextDecade LLC sold one hundred percent of the equity interests (the “Equity Interests”) in Rio Bravo Pipeline Company, LLC (“Rio Bravo”) to Buyer for consideration of approximately $ 19.4 million. Buyer paid $ 15.0 million of the purchase price to NextDecade LLC at the Closing and the remainder will be paid within five business days after the date that Rio Grande has received, after a positive FID, the initial funding of financing for the development, construction and operation of the Terminal. In connection with the Closing, Rio Grande LNG Gas Supply LLC, an indirect wholly-owned subsidiary of the Company (“Rio Grande Gas Supply”), entered into (i) a Precedent Agreement for Firm Natural Gas Transportation Service for the Rio Bravo Pipeline (the “RBPL Precedent Agreement”) with Rio Bravo and (ii) a Precedent Agreement for Natural Gas Transportation Service (the “VCP Precedent Agreement”) with Valley Crossing Pipeline, LLC (“VCP”). VCP and, as of the Closing, Rio Bravo are wholly owned subsidiaries of Enbridge Inc. The Valley Crossing Pipeline is owned and operated by VCP.   Pursuant to the RBPL Precedent Agreement, Rio Bravo agreed to provide Rio Grande Gas Supply with firm natural gas transportation services on the Pipeline in a quantity sufficient to match the full operational capacity of each proposed liquefaction train of the Terminal. Rio Bravo’s obligation to construct, install, own, operate and maintain the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the engineering, procurement and construction contractor (the “EPC Contractor”) for the construction of the Terminal. Under the RBPL Precedent Agreement, in consideration for the provision of such firm transportation services, Rio Bravo will be remunerated on a dollar-per-dekatherm, take-or-pay basis, subject to certain adjustments, over a term of at least twenty years, all in compliance with the federal and state authorizations associated with the Pipeline.   Pursuant to the VCP Precedent Agreement, VCP agreed to provide Rio Grande Gas Supply with natural gas transportation services on the Valley Crossing Pipeline in a quantity sufficient to match the commissioning requirements of each proposed liquefaction train of the Terminal. VCP’s obligation to construct, install, own, operate and maintain the necessary interconnection to the Terminal and the Pipeline is conditioned on its receipt, no later than December 31, 2023, of notice that Rio Grande Gas Supply or its affiliate has issued a full notice to proceed to the EPC Contractor for the construction of the Terminal. VCP will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the tap, riser and valve facilities (the “VCP Transporter Facilities”), which shall connect to Rio Grande Gas Supply’s custody transfer meter and such other facilities as necessary in order for the Terminal to receive gas from the VCP Transporter Facilities (the “Rio Grande Gas Supply Facilities”). Rio Grande Gas Supply will be responsible, at its sole cost and expense, to construct, install, own, operate and maintain the Rio Grande Gas Supply Facilities. Under the VCP Precedent Agreement, in consideration for the provision of the commissioning transportation services, VCP will be remunerated on the same dollar-per-dekatherm, take-or-pay basis as set forth in the RBPL Precedent Agreement for the duration of such commissioning services, all in compliance with the federal and state authorizations associated with the Valley Crossing Pipeline.   If Rio Grande or its affiliate fail to issue a full notice to proceed to the EPC Contractor on or prior to December 31, 2023, Buyer has the right to sell the Equity Interests back to NextDecade LLC and NextDecade LLC has the right to repurchase the Equity Interests from Buyer, in each case at a price not to exceed $ 23 million. Accordingly, the proceeds from the sale of the Equity Interests and additional costs incurred by Buyer are presented as a non-current liability and the assets of Rio Bravo have not been de-recognized in the consolidated balance sheet at December 31, 2022 .   37 Table of Contents     Note 5  — Property, Plant and Equipment   Property, plant and equipment consisted of the following (in thousands):       December 31,     December 31,       2022     2021   Fixed Assets                 Computers   $ 780     $ 633   Furniture, fixtures, and equipment     610       464   Leasehold improvements     101       101   Total fixed assets     1,491       1,198   Less: accumulated depreciation     ( 1,006 )     ( 844 ) Total fixed assets, net     485       354   Terminal and Pipeline Assets (not placed in service)                 Terminal     197,144       152,445   Pipeline     21,017       21,017   Total Terminal and Pipeline assets     218,161       173,462   Total property, plant and equipment, net   $ 218,646     $ 173,816     Depreciation expense for the years ended  December 31, 2022 and 2021 was $ 162 thousand and $ 184  thousand, respectively.     Note 6  — Leases   We currently lease approximately 33,800 square feet of office space for general and administrative purposes in Houston, Texas under a lease agreement that expires on December 31, 2023.  We also lease approximately 2,500 square feet of office space for marketing purposes in Singapore under a lease agreement that expires on October 31, 2025.    On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (“BND”) pursuant to which it has agreed to lease approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining the Terminal and gas treatment and gas pipeline facilities.   The initial term of the Rio Grande Site Lease is for 30 years (the “Primary Term”), which will commence on the date specified in a written notice by Rio Grande to BND (the “Effective Date Notice”), if given, confirming that Rio Grande or a Rio Grande affiliate has made a positive FID for the first phase of the Terminal. Rio Grande has the option to renew and extend the term of the Rio Grande Site Lease beyond the Primary Term for up to two consecutive renewal periods of ten years each provided that Rio Grande has not caused an event of default under the Rio Grande Site Lease. Under the Rio Grande Site Lease, the Effective Date Notice was to be delivered no later than November 6, 2019 ( the “Outside Effective Date”) unless Rio Grande was unable to deliver the Effective Date Notice prior to the Outside Effective Date due to reasons unrelated to its own acts or omissions or its inability to secure one or more of the required permits for the Terminal. In such a case, the Outside Effective Date would be automatically extended on a month-to-month basis (the “Effective Date Notice Extension Period”).   On  April 20, 2022 ,  Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to  May 6, 2023  ( the “Effective Date”). The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to  May 6, 2024  by providing the BND with written notice of its election  no  later than the close of business on the Effective Date.   Operating lease right-of-use assets are as follows (in thousands):         December 31,       December 31,         2022       2021   Office leases   $ 1,474     $ 590   Total operating lease right-of-use assets, net   $ 1,474     $ 590     Operating lease liabilities are as follows (in thousands):         December 31,       December 31,         2022       2021   Office leases   $ 1,093     $ 596   Total current lease liabilities     1,093       596   Non-current office leases     465       —   Total lease liabilities   $ 1,558     $ 596     Operating lease expense is as follows (in thousands):         December 31,       December 31,         2022       2021   Office leases   $ 887     $ 627   Total operating lease expense     887       627   Short-term lease expense     232       278   Total lease expense   $ 1,119     $ 905       38 Table of Contents     Maturity of operating lease liabilities as of  December 31, 2022 are as follows (in thousands):   2023   $ 1,300   2024     273   2025     250   2026     —   2027     —   Thereafter     —   Total undiscounted lease payments     1,823   Discount to present value     ( 265 ) Present value of lease liabilities   $ 1,558     Other information related to our operating leases as of  December 31, 2022 is as follows (in thousands):         December 31,       December 31,         2022       2021   Cash paid for amounts included in the measurement of operating lease liabilities:                 Cash flows from operating activities   $ 678     $ 624   Noncash right-of-use assets recorded for operating lease liabilities:                 In exchange for new operating lease liabilities during the period     1,640       712       Note 7  — Other Non-Current Assets   Other non-current assets consisted of the following (in thousands):       December 31,     December 31,       2022     2021   Permitting costs (1)   $ 8,575     $ 7,609   Enterprise resource planning system, net     —       354   Rio Grande Site Lease initial direct costs     19,612       13,314   Deposits and other     185       35   Total other non-current assets, net   $ 28,372     $ 21,312     ( 1 ) Permitting costs primarily represent costs incurred in connection with our permit applications to the United States Army Corps of Engineers and the U.S. Fish and Wildlife Service for wetlands and habitat mitigation measures for potential impacts to wetlands and habitat that may be caused by the construction of the Terminal.     Note 8  — Accrued Liabilities and Other Current Liabilities   Accrued expenses and other current liabilities consisted of the following (in thousands):       December 31,     December 31,       2022     2021   Employee compensation expense   $ 6,650     $ 4,358   Terminal asset costs     12,046       926   Permitting costs     279       —   Accrued legal services     3,124       70   Share-based compensation liability     182       182   Other accrued liabilities     903       437   Total accrued liabilities and other current liabilities   $ 23,184     $ 5,973       Note  9  — Preferred Stock and Common Stock Warrants   Preferred Stock   As of  December 31, 2020 ,  the Company had outstanding  65,507  shares of Series A Convertible Preferred Stock, par value $ 0.0001  per share (the “Series A Preferred Stock”) and  62,612 shares of Series B Convertible Preferred Stock, par value $ 0.0001  per share (the “Series B Preferred Stock”).   In  March 2021,  the Company sold an aggregate of  24,500  shares of Series C Convertible Preferred Stock, par value $ 0.0001  per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”), at $ 1,000  per share for an aggregate purchase price of $ 24.5  million and issued an additional  490  shares of Series C Preferred Stock in aggregate as origination fees to the purchasers of the Series C Preferred Stock.   In April  2021 ,  the Company sold  10,000  shares of Series C Preferred Stock, at $ 1,000  per share for a purchase price of $ 10  million and issued an additional  200  shares of Series C Preferred Stock as an origination fee to the purchaser of the Series C Preferred Stock.   In July 2021 ,  the Company sold  5,000  shares of Series C Preferred Stock, at $ 1,000  per share for a purchase price of $ 5  million and issued an additional  100  shares of Series C Preferred Stock as an origination fee to the purchaser of the Series C Preferred Stock.   In  March 2022 ,  the Company sold an aggregate of  10,500  shares of Series C Preferred Stock (the  “2022  Series C Preferred Stock”), together with associated warrants to purchase Company common stock (the  “2022  Series C Warrants”) at $ 1,000  per share for an aggregate purchase price of $ 10.5  million and issued an additional  210  shares of Series C Preferred Stock in aggregate as origination fees to the purchasers of the Series C Preferred Stock.   As of  December 31, 2022 ,  the Company had outstanding  82,948 shares of Series A Convertible Preferred Stock, par value $ 0.0001  per share (the “Series A Preferred Stock”),  79,239 shares of Series B Convertible Preferred Stock, par value $ 0.0001  per share (the “Series B Preferred Stock”) and 59,366  shares of Series C Convertible Preferred Stock, par value $ 0.0001  per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).     39 Table of Contents     Net proceeds from the sales of the  2022  Series C Preferred Stock were allocated on a fair value basis to the  2022  Series C Warrants and on a relative fair value basis to the  2022  Series C Preferred Stock.  The allocation of net cash proceeds is as follows (in thousands):               Allocation of Proceeds                       2022 Series C             2022 Series C   Preferred             Warrants   Stock Gross proceeds   $ 10,500                   Equity issuance costs     ( 20 )                 Net proceeds - Initial Fair Value Allocation   $ 10,480     $ 644     $ 9,836   Per balance sheet upon issuance           $ 644     $ 9,836     Net proceeds from the sales of Series C Preferred Stock during  2021 were allocated on a fair value basis to the Series C Warrants and on a relative fair value basis to the Series C Preferred Stock.  The allocation of net cash proceeds from the sales of Series C Preferred Stock during 2021 is as follows (in thousands):               Allocation of Proceeds                       2021 Series C             2021 Series C   Preferred             Warrants   Stock Gross proceeds   $ 39,500                   Equity issuance costs     ( 62 )                 Net proceeds - Initial Fair Value Allocation   $ 39,438     $ 1,631     $ 37,807   Per balance sheet upon issuance            $ 1,631      $ 37,807     As of  December 31, 2022 ,  shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock were convertible into shares of Company common stock at a weighted average conversion price of $ 5.48  per share, $ 5.53  per share and $ 2.98  per share, respectively (with respect to each series, the “Conversion Price”).   The Company has the option to convert all, but not less than all, of the Convertible Preferred Stock into shares of Company common stock at the applicable Conversion Price on any date on which the volume weighted average trading price of shares of Company common stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175 % of the Series B Conversion Price, in each case subject to certain terms and conditions. Furthermore, the Company must convert all of the Convertible Preferred Stock into shares of Company common stock at the Conversion Price on the earlier of (i) ten ( 10 ) business days following a FID Event, as defined in the certificates of designations of the Convertible Preferred Stock, and (ii) the date that is the tenth ( 10th ) anniversary of the closings of the issuances of the Convertible Preferred Stock, as applicable.   The shares of Convertible Preferred Stock bear dividends at a rate of 12 % per annum, which are cumulative and accrue daily from the date of issuance on the $ 1,000 stated value. Such dividends are payable quarterly and may be paid in cash or in-kind. During the years ended December 31, 2022 and 2021  the Company paid-in-kind $ 24.3  million and $ 18.3  million of dividends, respectively, to holders of the Convertible Preferred Stock. On January 12, 2023, the Company declared dividends to holders of the Convertible Preferred Stock as of the close of business on December 15, 2022. On January 17, 2023, the Company paid-in-kind $ 6.7  million of dividends to holders of the Convertible Preferred Stock.   The holders of Convertible Preferred Stock vote on an “as-converted” basis with the holders of the Company common stock on all matters brought before the holders of Company common stock. In addition, the holders of Convertible Preferred Stock have separate class voting rights with respect to certain matters affecting their rights.   Shares of the Convertible Preferred Stock do not qualify as liability instruments under ASC 480  because they are not mandatorily redeemable. However, as SEC Regulation S- X, Rule 5 - 02 - 27 does not permit a probability assessment for a change of control provision, the Convertible Preferred Stock must be presented as mezzanine equity between liabilities and stockholders’ equity in the Company's Consolidated Balance Sheets because a change of control event could force the Company to redeem the Convertible Preferred Stock for cash or assets of the Company. At each balance sheet date, the Company re-evaluates whether the Convertible Preferred Stock continue to qualify for equity classification.   Common Stock Warrants   Warrants, exercisable for Company common stock, were issued together with the shares of Convertible Preferred Stock (collectively, “Common Stock Warrants”).  As of December 31, 2022 and 2021 , the outstanding Common Stock Warrants represented the right to acquire in the aggregate a number of shares of Company common stock equal to approximately 71 basis points ( 0.71 %) and 86 basis points ( 0.86 %), respectively, of all outstanding shares of Company common stock, measured on a fully diluted basis, on the applicable exercise date with an exercise price of $ 0.01 per share.   The Common Stock Warrants have a fixed three -year term that commenced on the closings of the issuances of the associated Convertible Preferred Stock. The Common Stock Warrants may only be exercised by holders of the Common Stock Warrants at the expiration of such three -year term, except that the Company can force the exercise of the Common Stock Warrants prior to expiration of such term if the volume weighted average trading price of shares of Common Stock for each trading day during any 60 of the prior 90 trading days is equal to or greater than 175% of the of the applicable Convertible Preferred Stock conversion price and, with respect to the Series B Warrants, the Company simultaneously elects to force a mandatory exercise of all other warrants then outstanding and un-exercised and held by any holder of parity stock. Pursuant to ASC 815 - 40 , the fair value of the Common Stock Warrants was recorded as a non-current liability on our Consolidated Balance Sheet on the issuance dates. The Company revalues the Common Stock Warrants at each balance sheet date and recognized a loss of $ 5.7 million and $ 2.5  million for the years ended  December 31, 2022 and 2021 , respectively. The Common Stock Warrant liabilities are included in Level 3 of the fair value hierarchy.   The assumptions used in the Monte Carlo simulation to estimate the fair value of the Common Stock Warrants as of  December 31, 2022  and 2020 are as follows:       December 31,     December 31,       2022     2021   Stock price   $ 4.94     $ 2.85   Exercise price   $ 0.01     $ 0.01   Risk-free rate     4.6 %     0.1 % Volatility     52.5 %     62.6 % Term (years)     1.5       1.6     40 Table of Contents     Note 10  — Stockholders' Equity   Common Stock Purchase Agreements   On  April 6, 2022 ,  the Company entered into a common stock purchase agreement (the “Stock Purchase Agreement”) with HGC NEXT INV LLC (the “Purchaser”), pursuant to which the Company sold  4,618,226  shares of the Company's common stock to the Purchaser, at a purchase price of $ 6.496  per share for an aggregate purchase price of approximately $ 30  million.  The consummation of the transactions contemplated by the Stock Purchase Agreement occurred on  April 7, 2022 .   On  September 14, 2022 ,  the Company entered into a common stock purchase agreement for a private placement (the “Private Placement”) with several institutional investors (collectively, the “Purchasers”), pursuant to which the Company agreed to sell, and the Purchasers severally agreed to purchase, an aggregate of  15,454,160  shares of the Company’s common stock at a purchase price of $ 5.50  per share for an aggregate purchase price of approximately $ 85.0  million.  The Private Placement closed on  September 19, 2022 .   Common Stock Warrants   During the year ended  December 31, 2022 ,  Common Stock Warrants were exercised by certain holders of Series B Preferred Stock.  In connection with the exercises of Common Stock Warrants, the Company issued an aggregate of approximately 0.5 million shares of Company common stock.     Note  11  — Net Loss Per Share Attributable to Common Stockholders   The following table (in thousands, except for loss per share) reconciles basic and diluted weighted average common shares outstanding for the years ended December 31, 2022 and 2021 :       Year Ended       December 31,       2022     2021   Weighted average common shares outstanding:                 Basic     130,136       119,201   Dilutive unvested stock, convertible preferred stock, Common Stock Warrants and IPO Warrants     —       —   Diluted     130,136       119,201                     Basic and diluted net loss per share attributable to common stockholders   $ ( 0.65 )   $ ( 0.34 )   Potentially dilutive securities that were not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands):       Year Ended       December 31,       2022     2021   Unvested stock (1)     1,904       1,662   Convertible preferred stock     46,533       30,754   Common Stock Warrants     1,382       2,207   IPO Warrants (2)     —       12,082   Total potentially dilutive common shares     49,819       46,705       ( 1 ) Does not include 9.4 million shares and 8.3 million shares of unvested restricted stock and restricted stock units for the years ended  December 31, 2022 and 2021 because the performance conditions had not yet been satisfied as of  December 31, 2022 and 2021 , respectively.   ( 2 ) The IPO Warrants were issued in connection with our initial public offering in 2015 and expired July 24, 2022.    41 Table of Contents         Note  12  — Share-based Compensation   We have granted shares of Company common stock, restricted Company common stock and restricted stock units to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan.   Total share-based compensation consisted of the following (in thousands):       Year Ended       December 31,       2022     2021   Share-based compensation expense (forfeiture):                 Equity awards   $ 7,472     $ ( 4,541 ) Liability awards     —       —   Total share-based compensation (forfeiture)     7,472       ( 4,541 ) Capitalized share-based compensation     —       228   Total share-based compensation expense (forfeiture)   $ 7,472     $ ( 4,313 )   Certain employee arrangements provided for cash bonuses upon a positive FID on the Terminal (the “FID Bonus”). In January 2018, the Compensation Committee of the Board of Directors approved, and certain employees party to such arrangements accepted, an amendment to such arrangements whereby the FID Bonuses would be settled in shares of Company common stock equal to 110 % of the FID Bonus. The associated liability for FID Bonuses to be settled in shares of Company common stock of $ 0.2  million is included in accrued liabilities and other current liabilities in our Consolidated Balance Sheets at each of  December 31, 2022 and 2021 .   The total unrecognized compensation costs at  December 31, 2022 relating to equity-classified awards were $ 48.1  million, which is expected to be recognized over a weighted average period of 1.5 years.   Restricted Stock Awards   Restricted stock awards are awards of Company common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient’s employment with the Company is terminated prior to the lapse of the restrictions. Restricted stock awards vest based on service conditions and/or performance conditions. The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense, or capitalized, depending on the nature of the services provided by the employee, with a corresponding increase to additional-paid-in-capital over the requisite service period.   Grants of restricted stock to employees, non-employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of our common stock on the grant date.    The table below provides a summary of our restricted stock awards outstanding as of  December 31, 2022 and changes during the year ended  December 31, 2022 (in thousands, except for per share information):        Shares     Weighted Average Grant Date Fair Value Per Share   Non-vested at January 1, 2022     3,038     $ 5.88   Granted     217       2.21   Vested     ( 1,507 )     4.29   Forfeited     ( 665 )     5.81   Non-vested at December 31, 2022     1,083     $ 7.51     Restricted Stock Units and Performance Stock Units   Restricted stock units are stock awards that vest over a service period of  one , two , or three years and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions. Certain performance stock units provide for cliff vesting after a period of  three years with payouts based upon market conditions achieved over the defined performance period compared to pre-established performance targets. The settlement amounts of the awards are based on market conditions consisting of total shareholder return (“TSR”) and relative total shareholder return (“RTSR”) of our common stock.    Where applicable, the compensation for performance stock units containing market conditions of TSR and RTSR are based on a fair value using a Monte Carlo simulation as of the grant date, which utilizes level 3 inputs such as projected stock volatility and projected risk-free rates and remains constant through the vesting period. The number of shares that may be earned at the end of the vesting period ranges from  0 % up to  100 % of the target award amount. Both restricted stock units and performance stock units will be settled in Company common stock (on a one -for- one basis) and are classified as equity awards.   The table below provides a summary of our restricted stock units outstanding as of  December 31, 2022 and changes during the year ended  December 31, 2022 (in thousands, except for per share information):         Shares     Weighted Average Grant Date Fair Value Per Share   Non-vested at January 1, 2022     7,104       3.31   Granted     6,106       6.52   Vested     ( 1,261 )     6.17   Forfeited     ( 1,645 )     3.61   Non-vested at December 31, 2022     10,304     $ 4.82     42 Table of Contents     Note  13  — Income Taxes   The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:       Year Ended       December 31,       2022     2021   U.S. federal statutory rate, beginning of year     21 %     21 % Common stock warrant liabilities     ( 2 )     —   Officers' compensation     ( 1 )     —   Other     ( 1 )     ( 4 ) Valuation allowance     ( 17 )     ( 17 ) Effective tax rate as reported     — %     — %   Significant components of our deferred tax assets and liabilities at  December 31, 2022 and 2021 are as follows (in thousands):       Year Ended       December 31,       2022     2021   Deferred tax assets                 Net operating loss carryforwards and credits   $ 36,835     $ 25,742   Employee compensation     1,113       570   Share-based compensation expense     1,066       2,053   Development costs     964       —   Property, plant and equipment     749       753   Operating lease liabilities     187       125   Other     36       55   Less: valuation allowance     ( 36,642 )     ( 26,378 ) Total deferred tax assets     4,308       2,920                     Deferred tax liabilities                 Operating lease right-of-use assets     ( 4,308 )     ( 2,920 ) Total deferred tax liabilities     ( 4,308 )     ( 2,920 )                   Net deferred tax assets (liabilities)   $ —     $ —     The federal deferred tax assets presented above do not include the state tax benefits as our net deferred state tax assets are offset with a full valuation allowance.   At December 31, 2022 , we had federal net operating loss (“NOL”) carryforwards of approximately $ 175.4  million. Approximately $ 26.1 million of these NOL carryforwards will expire between 2034 and 2038.   Due to our history of NOLs, current year NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to offset our deferred tax assets as of December 31, 2022 and 2021 . We will continue to evaluate our ability to release the valuation allowance in the future. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during the years ended  December 31, 2022 or 2021 .  Deferred tax assets and deferred tax liabilities are classified as non-current in our Consolidated Balance Sheets.   The Tax Reform Act of 1986 (as amended) contains provisions that limit the utilization of NOL and tax credit carryforwards if there has been a change in ownership as described in Section  382 of the Internal Revenue Code (“Section 382” ).  Substantial changes in the Company's ownership have occurred that may limit or reduce the amount of NOL carryforwards that the Company could utilize in the future to offset taxable income. The Company has not completed a detailed Section  382 study at this time to determine what impact, if any, that ownership changes may have had on its NOL carryforwards.  In each period since its inception, the Company has recorded a valuation allowance for the full amount of its deferred tax assets, as the realization of the deferred tax asset is uncertain. As a result, the Company has not recognized any federal or state income tax benefit in its Consolidated Statement of Operations.   We remain subject to periodic audits and reviews by taxing authorities; however, we did not have any open income tax audits as of December 31, 2022. The federal tax returns for the years beginning 2019 remain open for examination.   In response to the global pandemic related to COVID- 19, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) on March 27, 2020 and the Consolidated Appropriations Act, 2021 (the “CAA”) on December 27, 2020.  The CARES Act and the CAA provide numerous relief provisions for corporate taxpayers, including modification of the utilization limitations on NOLs, favorable expansions of the deduction for business interest expense under Internal Revenue Code Section 163 (j), and the ability to accelerate timing of refundable alternative minimum tax credits.  For the year ended December 31, 2022, there were no material tax impacts to our consolidated financial statements from the CARES Act, the CAA or other COVID- 19 measures.  The Company continues to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.   43 Table of Contents     Note  14  — Commitments and Contingencies   Obligation under LNG Sale and Purchase Agreement   In March 2019, we entered into a 20 -year sale and purchase agreement (the “SPA”) with Shell NA LNG LLC (“Shell”) for the supply of approximately two million tonnes per annum of liquefied natural gas from the Terminal. Pursuant to the SPA, Shell will purchase LNG on a free-on-board (“FOB”) basis starting from the date the first liquefaction train of the Terminal that is commercially operable, with approximately three -quarters of the purchased LNG volume indexed to Brent and the remaining volume indexed to domestic United States gas indices, including Henry Hub.   In the first quarter of 2020, pursuant to the terms of the SPA, the SPA became effective upon the conditions precedent in the SPA being satisfied or waived. The SPA obligates Rio Grande to deliver the contracted volumes of LNG to Shell at the FOB delivery point, subject to the first liquefaction train at the Terminal being commercially operable.   The Company is party to other SPAs which will become effective upon the occurrence of certain conditions precedent, including completion of the construction of the Terminal.   Other Commitments   On March 6, 2019, Rio Grande entered into a lease agreement (the “Rio Grande Site Lease”) with the Brownsville Navigation District of Cameron County, Texas (“BND”) for the lease by Rio Grande of approximately 984 acres of land situated in Brownsville, Cameron County, Texas for the purposes of constructing, operating, and maintaining (i) a liquefied natural gas facility and export terminal and (ii) gas treatment and gas pipeline facilities. On  April 20, 2022 ,  Rio Grande and the BND amended the Rio Grande Site Lease (the “Rio Grande Site Lease Amendment”) to extend the effective date for commencing the Rio Grande Site Lease to  May 6, 2023 ( the “Effective Date”). The Rio Grande Site Lease Amendment further provides that Rio Grande has the right, exercisable in its sole discretion, to extend the Effective Date to  May 6, 2024  by providing the BND with written notice of its election  no  later than the close of business on the Effective Date.    In connection with the Rio Grande Site Lease Amendment, Rio Grande is committed to pay approximately $ 1.6 million per quarter to the BND through the earlier of the Effective Date and lease commencement.   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. We regularly analyze current information and, as necessary, provide accruals for liabilities we deem probable and estimable.   As of December 31, 2022 , management was not aware of any claims or legal actions 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 event will not occur.     Note 15  — Recent Accounting Pronouncements    The following table provides a brief description of recent accounting standards that have been adopted by the Company during the reporting period:   Standard   Description   Date of Adoption   Effect on our Consolidated Financial Statements or Other Significant Matters ASU  2020 - 06,  Debt - Debt with Conversion and Other Options ( Subtopic   470 - 20 ) and Derivatives and Hedging - Contracts in Entity's Own Equity ( Subtopic   815 - 40 ): Accounting for Convertible Instruments and Contracts in Entity's Own Equity   This standard simplifies the accounting for convertible instruments primarily by eliminating the existing cash conversion and beneficial conversion models within Subtopic  470 - 20,  which will result in fewer embedded conversion options being accounted for separately from the host.  This standard also amends and simplifies the calculation of earnings per share relating to convertible instruments.   January 1, 2022   The Company adopted this standard using the modified retrospective approach, which did  not  have an effect on the Company's Consolidated Financial Statements.       Note 16  — Subsequent Events   On February 3, 2023,  we entered into a common stock purchase agreement (the “Stock Purchase Agreement”) for a private placement (the “Private Placement”) with HGC NEXT INV LLC and Ninteenth Investment Company LLC (the “Purchasers”), pursuant to which we agreed to sell, and the Purchasers severally agreed to purchase, an aggregate of 5,835,277 shares of the Company’s common stock at a purchase price of $ 5.998 per share, representing the average closing trading price of the Common Stock for the five trading days immediately preceding signing the Stock Purchase Agreement, for an aggregate purchase price of $ 35.0 million.   We have evaluated subsequent events through March 10, 2023, the date the financial statements were issued.  Any material subsequent events that occurred during this time have been properly recognized and/or disclosed in these consolidated financial statements.   44 Table of Contents     Item 9. Changes in and Disagreements with Accountants   None.   Item 9A. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.   Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of “our disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal year ended December 31, 2022. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective.   Management’s Report on Internal Controls Over Financial Reporting   As management, we are responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, we have conducted an assessment, including testing using the criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.   Based on our assessment, we have concluded that the Company maintained effective internal control over financial reporting as of December 31, 2022, based on criteria in Internal Control—Integrated Framework (2013) issued by the COSO.   The Company is neither an accelerated filer nor a large accelerated filer, as defined in Rule 12b-2 under the Exchange Act and, therefore, this Annual Report on Form 10-K does not include an audit report on internal control over financial reporting by the Company’s registered public accounting firm. Management’s report on internal control over financial reporting for the year ended December 31, 2022 was not required to be attested by the Company’s registered public accounting firm pursuant to Item 308(b) of Regulation S-K.   Changes in Internal Control over Financial Reporting   During the most recent fiscal quarter, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.   Item 9B. Other Information   None.   Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections   None.   45 Table of Contents   Part III   Item 10. Directors, Executive Officers and Corporate Governance   The information required by this Item is incorporated by reference to the applicable information in NextDecade's definitive proxy statement, which is to be filed pursuant to Regulation 14A of the Exchange Act within 120 days after the end of NextDecade's fiscal year ended December 31, 2022.   Item 11. Executive Compensation   The information required by this Item is incorporated by reference to the applicable information in NextDecade's definitive proxy statement, which is to be filed pursuant to Regulation 14A of the Exchange Act within 120 days after the end of NextDecade's fiscal year ended December 31, 2022.   Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   The information required by this Item is incorporated by reference to the applicable information in NextDecade's definitive proxy statement, which is to be filed pursuant to Regulation 14A of the Exchange Act within 120 days after the end of NextDecade's fiscal year ended December 31, 2022.   Item 13. Certain Relationships and Related Transactions, and Director Independence   The information required by this Item is incorporated by reference to the applicable information in NextDecade's definitive proxy statement, which is to be filed pursuant to Regulation 14A of the Exchange Act within 120 days after the end of NextDecade's fiscal year ended December 31, 2022.   Item 14. Principal Accounting Fees and Services   The information required by this Item is incorporated by reference to the applicable information in NextDecade's definitive proxy statement, which is to be filed pursuant to Regulation 14A of the Exchange Act within 120 days after the end of NextDecade's fiscal year ended December 31, 2022.   46 Table of Contents     Part IV   Item 15.     Exhibit and Financial Statement Schedules   (a) Financial Statements, Schedules and Exhibits     (1) Financial Statements – NextDecade Corporation and Subsidiaries:   Report of Independent Registered Public Accounting Firm 30 Consolidated Balance Sheets 31 Consolidated Statements of Operations  32 Consolidated Statements of Stockholders’ Equity 33 Consolidated Statements of Cash Flows 34 Notes to Consolidated Financial Statements 35     (2) Financial Statement Schedules:   All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.     (3) 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 Company's Current Report on Form 8-K, filed July 28, 2017) 3.2   Amended and Restated Bylaws of NextDecade Corporation, dated July 24, 2017  (Incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed July 28, 2017) 3.3   Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018  (Incorporated by reference to Exhibit 4.3 of the Company'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 Company's Quarterly Report on Form 10-Q, filed November 9, 2018) 3.5   Certificate of Designations of Series C Convertible Preferred Stock dated March 17, 2021  (Incorporated by reference to Exhibit 3.1 of the Company's 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 Company'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 Company'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 Company'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 Company's Quarterly Report on Form 10-Q, filed August 6, 2019) 3.10   Amendment No. 1 to the Amended and Restated Bylaws of NextDecade Corporation, dated March 3, 2021  (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed March 4, 2021) 4.1   Specimen Common Share Certificate  (Incorporated by reference to Exhibit 4.1 of the Company's Form 10-K, filed March 3, 2020) 4.2   Specimen IPO Warrant Certificate  (Incorporated by reference to Exhibit 4.3 of the Amendment No. 7 to the Company's Registration Statement on Form S-1, filed March 13, 2015) 4.3   Form of Warrant Agreement between Harmony Merger Corp. and Continental Stock Transfer & Trust Company  (Incorporated by reference to Exhibit 4.4 of the Amendment No. 7 to the Company's Registration Statement on Form S-1, filed March 13, 2015) 4.4   Form of Warrant Agreement for the Series A Warrants  (I ncorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed August 7, 2018) 4.5   Form of Warrant Agreement for the Series B Warrants  (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed August 24, 2018) 4.6   Form of Warrant Agreement for the Series C Warrants  (Incorporated by reference to Exhibit 4.1 of the Company's Form 8-K, filed March 18, 2021) 4.7   Description of Common Stock of NextDecade Corporation Registered Pursuant to Section 12 of the Securities Exchange Act of 1934  (Incorporated by reference to Exhibit 4.6 of the Company's Form 10-K, filed March 3, 2020) 10.1 †   Employment Agreement, dated September 8, 2017, between NextDecade Corporation and Matthew K. Schatzman  (Incorporated by reference to Exhibit 10.1 of the Company ’ s Form 8-K, filed September 11, 2017) 10.2 †   NextDecade Corporation 2017 Omnibus Incentive Plan  (Incorporated by reference to Exhibit 10.1 of the Company ’ s Registration Statement on Form S-8, filed December 15, 2017) 10.3 †   Form of Restricted Stock Award Agreement   (Incorporated by reference to Exhibit 10.2 of the  Company’s Form   8-K, filed December 20, 2017) 10.4   Form of Registration Rights Agreement for purchasers of Series A Preferred Stock  Incorporated by reference to Exhibit 10.5 of the Company ’s Form 8-K, filed August 7, 2018) 10.5   Purchaser Rights Agreement by and between NextDecade Corporation and HGC NEXT INV LLC  (Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K, filed August 7, 2018) 10.6   Form of Registration Rights Agreement for purchasers of Series B Preferred Stock  (Incorporated by reference to Exhibit 10.2 of the Company ’ s Form 8-K, filed August 24, 2018) 10.7   Form of Purchaser Rights Agreement for purchasers of Series B Preferred Stock  (Incorporated by reference to Exhibit 10.3 of the Company ’ s Form 8-K, filed August 24, 2018) 10.8   Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or advised by it or its affiliates  (Incorporated by reference to Exhibit 10.28 of the Company ’ s Annual Report on Form 10-K, filed March 6, 2019)             47 Table of Contents   10.9   Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and Valinor Management L.P., severally on behalf of certain funds or accounts for which it is investment manager  (Incorporated by reference to Exhibit 10.29 of the Company ’ s Annual Report on Form 10-K, filed March 6, 2019) 10.10   Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and Bardin Hill Investment Partners LP (formerly Halcyon Capital Management LP), on behalf of the accounts its manager  (Incorporated by reference to Exhibit 10.30 of the Company ’ s Annual Report on Form 10-K, filed March 6, 2019) 10.11 †   Amendment No. 1 to Employment Agreement, effective January 1, 2019, by and between NextDecade Corporation and Matthew K. Schatzman  (Incorporated by reference to Exhibit 10.31 of the Company ’ s Annual Report on Form 10-K, filed March 6, 2019) 10.12 +   Lease Agreement, made and entered into March 6, 2019, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC   (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed May 7, 2019) 10.13 +   Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility by and between Rio Grande LNG, LLC as Owner and Bechtel Oil, Gas and Chemicals, Inc. as Contractor, dated as of May 24, 2019   (Incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2019) 10.14 +   Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility by and between Rio Grande LNG, LLC as Owner and Bechtel Oil, Gas and Chemicals, Inc. as Contractor, dated as of May 24, 2019   (Incorporated by reference to Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2019) 10.15 †   Form of Non-Affiliate Director Restricted Stock Award Agreement   (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q, filed November 5, 2019) 10.16   Purchaser Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company  (Incorporated by reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K, filed March 3, 2020) 10.17   Registration Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company  (Incorporated by reference to Exhibit 10.24 of the Company's Annual Report on Form 10-K, filed March 3, 2020) 10.18 †   Director Compensation Policy  (Incorporated by reference to Exhibit 10.26 of the Company's Annual Report on Form 10-K, filed March 3, 2020) 10.19 +   Omnibus Agreement, entered into as of February 13, 2020, between NextDecade LNG, LLC and Spectra Energy Transmission II, LLC  (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed May 18, 2020) 10.20 +   Precedent Agreement for Firm Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Rio Bravo Pipeline Company, LLC  (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q, filed May 18, 2020) 10.21 +   Precedent Agreement for Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Valley Crossing Pipeline, LLC  (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q, filed May 18, 2020) 10.22   First Amendment to Lease Agreement, made and entered into as of April 30, 2020, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC  (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed May 4, 2020) 10.23   Second Amendment to Lease Agreement, made and entered into as of April 20, 2022, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed August 11, 2022) 10.24 +   First Amendment to the Fixed Priced 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 April 22, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2020) 10.25 +   First Amendment to the Fixed Priced Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 22, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.  (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2020) 10.26   Second Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of October 5, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.  (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed November 4, 2020) 10.27   Second Amendment to the Fixed Priced Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of October 5, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.  (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q, filed November 4, 2020) 10.28 †   Amendment No. 2 to Employment Agreement, dated June 2, 2021, by and between NextDecade Corporation and Matthew K. Schatzman  (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed August 2, 2021) 10.29   Third Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.  (Incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K filed March 25, 2021) 10.30   Third Amendment to the 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 March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.36 of the Company's Annual Report on Form 10-K filed March 25, 2021) 10.31   Fourth Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed August 11, 2022) 10.32   Fourth Amendment to the 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 April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed August 11, 2022) 10.33   Fifth Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1and 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, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022) 10.34   Fifth Amendment to the 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022) 10.35   Form of Series C Convertible Preferred Stock Purchase Agreement, dated as of March 17, 2021  (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed March 18, 2021) 10.36   Form of Registration Rights Agreement for purchasers of Series C Preferred Stock  (Incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed March 18, 2021) 10.37* †   Form of time-based restricted stock unit agreement 10.38* †   Form of performance-based restricted stock unit agreement   48 Table of Contents   10.39   Common Stock Purchase Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed April 7, 2022) 10.40   Registration Rights Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC (Incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed April 7, 2022) 10.41   Common Stock Purchase Agreement, dated as of September 14, 2022, by and between the Company and the various investors party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed September 19, 2022) 10.42   Registration Rights Agreement, dated as of September 19, 2022, by and between the Company and the various investors party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed September 19, 2022) 21.1*   Subsidiaries of the Company 23.1*   Consent of Grant Thornton LLP 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. 104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).       * Filed herewith. ** Furnished herewith. † Indicates management contract or compensatory plan. + Certain portions of this exhibit have been omitted.     Item 16. Form 10-K Summary   None.   49 Table of Contents   SIGNATURES   Pursuant to the requirements of Section 13 or 15(d) 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   (Registrant)         By: /s/ Matthew K. Schatzman     Matthew K. Schatzman     Chairman of the Board and Chief Executive Officer     (Principal Executive Officer)         Date: March 10, 2023   Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.   Signature      Title      Date           /s/ Matthew K. Schatzman   Chairman of the Board and Chief Executive Officer   March 10, 2023 Matthew K. Schatzman   (Principal Executive Officer)               /s/ Brent E. Wahl   Chief Financial Officer   March 10, 2023 Brent E. Wahl   (Principal Financial Officer)               /s/ Eric Garcia   Senior Vice President and Chief Accounting Officer   March 10, 2023 Eric Garcia   (Principal Accounting Officer)               /s/ Giovanni Oddo   Director   March 10, 2023 Giovanni Oddo                   /s/ Brian Belke   Director   March 10, 2023 Brian Belke                   /s/ Frank Chapman   Director   March 10, 2023 Frank Chapman                   /s/ Seokwon Ha   Director   March 10, 2023 Seokwon Ha                   /s/ Avinash Kripalani   Director   March 10, 2023 Avinash Kripalani                   /s/ Edward Andrew Scoggins, Jr.   Director   March 10, 2023 Edward Andrew Scoggins, Jr.                   /s/ William Vrattos   Director   March 10, 2023 William Vrattos                   /s/ Spencer Wells   Director   March 10, 2023 Spencer Wells             50