1 unchanged sentence
Securities Trading Plans of Directors and Executive Officers
−Removed: During the three months ended March 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
+Added: During the three months ended June 30, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
3.1 Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017(Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017).
7 unchanged sentences
3.9 Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).
+Added: 10.1*† Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 4 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.
+Added: 10.2*† Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 5 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 12, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc.
10.3*† Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.:
−Removed: (i) EC00107, EC00161 and EC00177, each dated as of January 28, 2025;
−Removed: (ii) EC00166 and EC00197, each dated as of January 29, 2025;
−Removed: (iii) EC00190, dated as of February 10, 2025;
−Removed: (iv) EC00136, dated as of February 10, 2025;
−Removed: (v) EC00186, dated as of February 11, 2025;
−Removed: (vi) EC00179, dated as of February 18, 2025;
−Removed: (vii) EC00201, dated as of February 21, 2025;
−Removed: and (viii) EC00188, dated as of February 27, 2025 .
+Added: (i) EC00180, EC00194, EC00195, EC00208 and EC00213, each dated as of April 2, 2025, (ii) EC00182, dated as of April 7, 2025, (iii) EC00206, dated as of April 15, 2025, (iv) EC00215 and EC00219, each dated as of April 29, 2025, (v) EC00212, dated as of May 6, 2025, (vi) EC00322, dated as of May 9, 2025, (vii) EC00217, dated as of May 23, 2025, (viii) EC00199, dated as of May 28, 2025, (ix) EC00228, dated as of June 15, 2025 and (x) EC00226 and EC00231, each dated as of June 25, 2025
10.4*† Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.:
−Removed: (i) EC00178, dated as of January 28, 2025;
−Removed: EC00198, dated as of January 29, 2025;
−Removed: (iii) EC00191, dated as of February 10, 2025;
−Removed: and (iv) EC00202, dated as of February 21, 2025 .
+Added: (i) EC00214 and EC00196, each dated as of April 2, 2025, (ii) EC00183, dated as of April 7, 2025, (iii) EC00207, dated as of April 9, 2025, (iv) EC00234, dated as of May 9, 2025, (v) E00218, dated as of May 23, 2025, (vi) EC00200, dated as of May 28, 2025, (vii) EC00227 and EC00232, each dated as of June 25, 2025, (viii) EC00193, dated as of June 26, 2025, and (ix) EC00224 and EC00239, each dated as of June 27, 2025.
+Added: 10.5* First Amendment to Credit Agreement, dated May 14, 2025, by and between Rio Grande LNG Super Holdings, LLC, as Borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as Administrative Agent, Atlantic Park Strategic Capital Master Fund II, L.P., as Collateral Agent, and the lenders party thereto.
+Added: 10.6* Amended and Restated Registration Rights Agreement, dated May 14, 2025, by and among NextDecade Corporation, APSC II HoldCo II, L.P.
+Added: and Bardin Hill Opportunistic Credit Master (US) Fund II LP.
31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
14 unchanged sentences
NEXTDECADE CORPORATION
+Added: July 31, 2025
/s/ Matthew K.
1 unchanged sentence
(Principal Executive Officer)
+Added: July 31, 2025
Chief Financial Officer
1 unchanged sentence
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.