What changed in this filing

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Item 1. Financial Statements

2025-08-01 compared with 2025-05-06 · 67 added, 47 removed, 283 unchanged (29% of the section changed)

3 unchanged sentences

(in thousands, except per share data, unaudited)

2025 December 31,

June 30, 2025 December 31, 2024

Current assets:

40 unchanged sentences

(in thousands, except per share data, unaudited)

Three Months Ended

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Revenues $ — $ — $ — $ —

7 unchanged sentences

Other (expense) income:

Derivative (loss) gain ( 168,700 ) 258,872

Interest expense, net of capitalized interest ( 27,205 ) ( 25,479 )

Derivative gain (loss) 25,157 109,067 ( 143,543 ) 367,939

Interest expense, net ( 28,833 ) ( 26,030 ) ( 56,038 ) ( 51,509 )

Loss on debt extinguishment ( 9,160 ) ( 40,133 ) ( 9,160 ) ( 47,573 )

3 unchanged sentences

net (loss) income attributable to non-controlling interest ( 9,765 ) 34,880 ( 166,188 ) 193,309

Net (loss) income attributable to common stockholders $ ( 88,805 ) $ 28,346

Net (loss) income per common share — basic and diluted $ ( 0.34 ) $ 0.11

Weighted average shares outstanding — basic 260,405 256,707

Weighted average shares outstanding — diluted 260,405 266,886

Net loss attributable to common stockholders $ ( 60,867 ) $ ( 32,576 ) $ ( 149,672 ) $ ( 4,230 )

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

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

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

NextDecade Corporation

Consolidated Statement of Stockholders’ Equity and Convertible Preferred Stock

Consolidated Statement of Stockholders’ Equity

(in thousands, unaudited)

Three Months Ended

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Total stockholders' equity, beginning balances $ 1,723,538 $ 1,137,037 $ 1,744,386 $ 740,434

9 unchanged sentences

Exercise of common stock warrants — 2,263 2,827 7,149

Warrants issued in connection with Debt (Note 6) 7,761 — 7,761 —

Ending balance 884,656 804,185 884,656 804,185

1 unchanged sentence

Beginning balance ( 542,328 ) ( 363,426 ) ( 453,523 ) ( 391,772 )

Net (loss) income ( 88,805 ) 28,346

Net loss ( 60,867 ) ( 32,576 ) ( 149,672 ) ( 4,230 )

Ending balance ( 603,195 ) ( 396,002 ) ( 603,195 ) ( 396,002 )

10 unchanged sentences

(in thousands, unaudited)

Three Months Ended

Six Months Ended June 30,

Operating activities:

5 unchanged sentences

Derivative settlements 9,315 42,503

Amortization of right-of-use assets 1,087 1,324

Amortization of leases 5,159 2,573

Loss on extinguishment of debt 9,160 47,573

1 unchanged sentence

Amortization of debt issuance costs 33,911 33,090

Interest elected to be paid-in-kind 11,501 —

Other ( 203 ) 3,576

2 unchanged sentences

Accounts payable 2,881 2,310

Operating lease liabilities ( 412 ) ( 668 )

Operating leases ( 3,764 ) ( 1,234 )

Accrued expenses and other liabilities 14,327 16,095

16 unchanged sentences

Balance per Consolidated Balance Sheets:

March 31, 2025

June 30, 2025

Cash and cash equivalents $ 158,537

8 unchanged sentences

The Rio Grande LNG Facility has received Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy (“DOE”) FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling up to 27 million tonnes per annum (“MTPA”).

The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction, train 4 has achieved substantial commercial progress and is being advanced toward a final investment decision (“FID”), and train 5 is being commercialized.

The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction, train 4 has been commercialized and is being progressed toward a final investment decision (“FID”), and train 5 is being commercialized and progressed toward FID.

We are also developing and beginning the permitting process for expansion trains 6 through 8 at the Rio Grande LNG Facility and developing a potential carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility.

1 unchanged sentence

Court of Appeals for the D.C.

Circuit issued a revision to its August 2024 decision regarding our FERC order, resulting in a remand without vacatur of the FERC order for the first five liquefaction trains at the Rio Grande LNG Facility.

Circuit issued a revision to its August 2024 decision regarding our FERC order, resulting in a remand without vacatur of the FERC authorization for the first five liquefaction trains at the Rio Grande LNG Facility.

The FERC remand process remains ongoing, and construction on Phase 1 continues.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X.

1 unchanged sentence

In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included.

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the operating results for the full year.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior period information to the current presentation.

2 unchanged sentences

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

2025 December 31,

June 30, 2025 December 31, 2024

Rio Grande LNG Facility under construction $ 6,583,273 $ 5,009,239

5 unchanged sentences

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

As of March 31, 2025, Rio Grande has the following Swaps outstanding (in thousands):

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

Initial Notional Amount Maximum Notional Amount Maturity (1)

3 unchanged sentences

The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data.

The net fair value of the Swaps is approximately $ 317.5 million as of March 31, 2025, and is classified as Level 2 in the fair value hierarchy.

The net fair value of the Swaps is approximately $ 338.0 million as of June 30, 2025, and is classified as Level 2 in the fair value hierarchy.

Note 4 — Leases

2 unchanged sentences

The Company has also entered into an office space lease which expires on December 31, 2035, and does not include any options for renewal.

For the three months ended March 31, 2025 and 2024, our operating lease costs were $ 2.5 million and $ 3.0 million, respectively.

For the three months ended March 31, 2025 and 2024, we paid approximately $ 1.9 million and $ 2.1 million, respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows.

Maturity of operating lease liabilities as of March 31, 2025 are as follows (in thousands, except lease term and discount rate):

For the three months ended June 30, 2025 and 2024, our operating lease costs were $ 2.6 million and $ 2.6 million, respectively.

For the six months ended June 30, 2025 and 2024, our operating lease costs were $ 5.1 million and, $ 5.6 million, respectively.

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

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

2025 (remaining) $ 3,800

7 unchanged sentences

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

2025 December 31,

June 30, 2025 December 31, 2024

Rio Grande LNG Facility costs $ 300,515 $ 276,137

1 unchanged sentence

Employee compensation expense 8,145 13,425

Taxes 8,935 2,862

Other accrued liabilities 10,682 14,226

2 unchanged sentences

Debt consisted of the following (in thousands):

2025 December 31,

June 30, 2025 December 31, 2024

Senior Secured Notes and Loans:

25 unchanged sentences

Corporate Credit Agreement

Under the terms of the Corporate Credit Agreement, the Company may elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50 % as paid-in-kind interest of each interest payment date thereafter.

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

The Corporate Credit Agreement matures on December 31, 2030 and bears a fixed annual interest rate of 12.0 % which is payable quarterly.

The Company may elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50 % as paid-in-kind interest of each interest payment date thereafter.

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

Prepayment Prior To (1)

% of Principal

Prepayment Prior To % of Principal

December 31, 2026 (1)

3 unchanged sentences

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

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

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

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

In conjunction with the CC Amendment, we issued warrants to purchase an additional approximately 2.0 million shares of our common stock (the “CC Amendment Warrants”) to the lenders.

The relative fair value of the CC Amendment Warrants of approximately $ 7.8 million has been recognized as a discount to the Corporate Credit Agreement.

For additional details about the warrants, refer to Note 8, Stockholders' Equity .

Credit Facilities

Below is a summary of our committed credit facilities outstanding as of March 31, 2025 (in thousands):

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

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility

17 unchanged sentences

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

As of March 31, 2025, the Company was in compliance with all covenants related to its respective debt agreements.

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

Debt Extinguishment

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

Interest Expense

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

Three Months Ended

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Interest per contractual rate $ 84,404 $ 46,696 $ 157,509 $ 83,287

3 unchanged sentences

Capitalized interest ( 70,175 ) ( 37,797 ) ( 133,776 ) ( 65,848 )

Total interest expense, net of capitalized interest $ 27,205 $ 25,479

Total interest expense $ 31,634 $ 26,030 $ 58,839 $ 51,509

Fair Value Disclosures

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

13 unchanged sentences

The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings only and exclude intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

2025 December 31,

June 30, 2025 December 31, 2024

Current assets:

19 unchanged sentences

Note 8 — Stockholders’ Equity

The Warrants were issued in two tranches giving the lender the right to purchase up to approximately 3.6 million shares of our common stock at $ 7.15 per share (“Tranche A”) and an additional approximately 3.6 million shares of our common stock at $ 9.30 per share (“Tranche B”).

The Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to December 31, 2029.

The Company, at its discretion, may cause Tranche A to be exercised on a cash exercise basis (i) on any date between June 30, 2026 and December 31, 2026, if the 30-day volume weighted average trading price (“VWAP”) of the Company equals or exceeds $ 13.50 per share and the closing price for the Company's common stock exceeds such VWAP immediately prior to the date of exercise, or (ii) on any date between January 1, 2027 and July 1, 2027, if the P30D-day VWAP for the Company's common stock equals or exceeds $ 15.00 per share and the closing price of the Company's common stock exceeds such VWAP immediately prior to the date of exercise, provided that in each case (a) an affirmative FID on train 4 of the Rio Grande LNG Facility has been taken and (b) certain liquidity conditions regarding the holders ability to sell the shares of the Company's common stock have been met.

The Warrants have been excluded from the computation of diluted loss per share for the three months ended March 31, 2025 because including them in the computation would have been antidilutive for the period presented.

We issued the Initial Warrants in two tranches giving the lender the right to purchase up to approximately 3.6 million shares of our common stock at $ 7.15 per share (“Tranche A”) and an additional approximately 3.6 million shares of our common stock at $ 9.30 per share (“Tranche B”).

The Initial Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to December 31, 2029.

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

The CC Amendment Warrants give the lenders the right to purchase up to approximately 2.0 million shares of our common stock at $ 9.30 per share.

The CC Amendment Warrants may be exercised by the holders solely on a cashless exercise basis at any time prior to May 14, 2030.

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

Note 9 — Share-based Compensation

1 unchanged sentence

Upon the vesting of Restricted Stock, shares of common stock are released to the grantee.

As of March 31, 2025, we had approximately 8.4 million shares of service-based and approximately 4.3 million shares of performance-based Restricted Stock outstanding.

Further, the approximately 12.7 million shares of Restricted Stock, as well as approximately 1.5 million stock options outstanding, have been excluded from the computation of diluted

loss per share for the three months ended March 31, 2025 because including them in the computation would have been antidilutive for the period presented.

For the three months ended March 31, 2025 and 2024, the Company recognized approximately $ 6.6 million and $ 4.4 million, respectively, of share-based compensation expense related to all share-based awards.

As of June 30, 2025, we had approximately 8.4 million shares of service-based and approximately 4.2 million shares of performance-based Restricted Stock outstanding.

For the three and six months ended June 30, 2025 and 2024, the Company recognized approximately $ 7.2 million and $ 4.4 million, respectively, and $ 13.8 million, and $ 8.8 million respectively, of share-based compensation expense related to all share-based awards.

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

Note 10 — Commitments and Contingencies

1 unchanged sentence

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business.

As of March 31, 2025, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

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

Note 11 — Supplemental Cash Flows

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

Three Months Ended

Interest payments classified as operating activities $ 27,299 $ 1,461

Six Months Ended June 30,

Accounts payable for acquisition of property, plant and equipment $ 301,506 $ 131,074

1 unchanged sentence

Non-cash settlement of warrant liabilities 2,827 7,149

Corporate fixed asset retirements 879 1,256

Accrued liabilities for debt and equity issuance costs 1,718 3,975

Reclassification from other non-current assets to property, plant and equipment — 1,867

Note 12 — Subsequent Events

Deal Contingent Interest Rate Swaps

In July 2025, with the expectation of entering into definitive debt facilities to fund a portion of the costs of constructing train 4, Rio Grande LNG Train 4, LLC began entering into contingent interest rate swaps to hedge expected floating-rate payments and protect against future interest rate volatility.

These contingent interest rate swaps are conditional upon the later of (a) closing the financing to commence construction of train 4 and (b) the issuance by FERC of a final remand order not subject to further appeal back to FERC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements