Item 1. Financial Statements
Item 1. Financial Statements.
NextDecade Corporation
Consolidated Balance Sheets (1)
(in thousands, except per share data, unaudited)
June 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 158,537 $ 148,137
Restricted cash 298,502 244,625
Derivatives 13,110 16,867
Prepaid expenses and other current assets 6,699 2,943
Total current assets 476,848 412,572
Property, plant and equipment, net 6,589,331 5,020,003
Operating lease right-of-use assets 163,909 166,082
Deferred financing fees 260,564 317,788
Derivatives 324,887 472,057
Other non-current assets 49,311 15,557
Total assets $ 7,864,850 $ 6,404,059
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 311,704 $ 244,642
Operating leases 2,995 2,881
Accrued and other current liabilities 369,185 347,561
Total current liabilities 683,884 595,084
Debt, net 5,170,547 3,920,425
Operating leases 143,227 144,164
Other non-current liabilities 1,668 —
Total liabilities 5,999,326 4,659,673
Commitments and contingencies (Note 10)
Stockholders’ equity
Common stock, $ 0.0001 par value, 480.0 million authorized: 260.9 million and 260.2 million outstanding, respectively
26 26
Treasury stock: 3.2 million shares and 3.1 million respectively, at cost
( 21,007 ) ( 20,916 )
Preferred stock, $ 0.0001 par value, 0.5 million authorized: none outstanding
— —
Additional paid-in-capital 884,656 852,054
Accumulated deficit ( 603,195 ) ( 453,523 )
Total stockholders’ equity 260,480 377,641
Non-controlling interest 1,605,044 1,366,745
Total equity 1,865,524 1,744,386
Total liabilities and equity $ 7,864,850 $ 6,404,059
(1) Amounts presented include balances held by our consolidated variable interest entity, Intermediate Holdings, as further discussed in Note 7, Variable Interest Entity .
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Revenues $ — $ — $ — $ —
Operating expenses:
General and administrative expense 52,049 33,902 96,991 66,407
Development expense 1,248 2,409 1,555 4,918
Depreciation and amortization expense 2,971 3,223 6,120 6,326
Other — — 3,518 —
Total operating expenses 56,268 39,534 108,184 77,651
Total operating loss ( 56,268 ) ( 39,534 ) ( 108,184 ) ( 77,651 )
Other (expense) income:
Derivative gain (loss) 25,157 109,067 ( 143,543 ) 367,939
Interest expense, net ( 28,833 ) ( 26,030 ) ( 56,038 ) ( 51,509 )
Loss on debt extinguishment ( 9,160 ) ( 40,133 ) ( 9,160 ) ( 47,573 )
Other income (expense), net ( 1,528 ) ( 1,066 ) 1,065 ( 2,127 )
Total other (expense) income ( 14,364 ) 41,838 ( 207,676 ) 266,730
Net (loss) income attributable to NextDecade Corporation ( 70,632 ) 2,304 ( 315,860 ) 189,079
Less: net (loss) income attributable to non-controlling interest ( 9,765 ) 34,880 ( 166,188 ) 193,309
Net loss attributable to common stockholders $ ( 60,867 ) $ ( 32,576 ) $ ( 149,672 ) $ ( 4,230 )
Net loss per common share — basic and diluted $ ( 0.23 ) $ ( 0.13 ) $ ( 0.57 ) $ ( 0.02 )
Weighted average shares outstanding — basic and diluted 260,877 257,842 260,646 257,275
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statement of Stockholders’ Equity
(in thousands, unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Total stockholders' equity, beginning balances $ 1,723,538 $ 1,137,037 $ 1,744,386 $ 740,434
Common stock 26 26 26 26
Treasury Stock:
Beginning balance ( 20,965 ) ( 14,308 ) ( 20,916 ) ( 14,214 )
Shares repurchased related to share-based compensation ( 42 ) ( 59 ) ( 91 ) ( 153 )
Ending balance ( 21,007 ) ( 14,367 ) ( 21,007 ) ( 14,367 )
Additional paid-in-capital:
Beginning balance 865,745 794,601 852,054 693,883
Share-based compensation 7,232 4,573 13,834 8,982
Receipt of equity commitments 3,918 2,748 8,180 94,171
Exercise of common stock warrants — 2,263 2,827 7,149
Warrants issued in connection with Debt (Note 6) 7,761 — 7,761 —
Ending balance 884,656 804,185 884,656 804,185
Accumulated deficit:
Beginning balance ( 542,328 ) ( 363,426 ) ( 453,523 ) ( 391,772 )
Net loss ( 60,867 ) ( 32,576 ) ( 149,672 ) ( 4,230 )
Ending balance ( 603,195 ) ( 396,002 ) ( 603,195 ) ( 396,002 )
Total stockholders' equity 260,480 393,842 260,480 393,842
Non-controlling interest:
Beginning balance 1,421,060 714,144 1,366,745 452,511
Receipt of equity commitments 193,749 135,918 404,487 239,122
Net (loss) income ( 9,765 ) 34,880 ( 166,188 ) 193,309
Ending balance 1,605,044 884,942 1,605,044 884,942
Total equity, ending balances $ 1,865,524 $ 1,278,784 $ 1,865,524 $ 1,278,784
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statements of Cash Flows
(in thousands, unaudited)
Six Months Ended June 30,
2025 2024
Operating activities:
Net (loss) income attributable to NextDecade Corporation $ ( 315,860 ) $ 189,079
Adjustment to reconcile net (loss) income to net cash used in operating activities
Depreciation 1,006 704
Share-based compensation expense 13,834 8,847
Derivative loss (gain) 143,543 ( 367,939 )
Derivative settlements 9,315 42,503
Amortization of leases 5,159 2,573
Loss on extinguishment of debt 9,160 47,573
Corporate fixed asset retirements 3,518 —
Amortization of debt issuance costs 33,911 33,090
Interest elected to be paid-in-kind 11,501 —
Other ( 203 ) 3,576
Changes in operating assets and liabilities:
Prepaid expenses and other current assets ( 1,050 ) ( 15 )
Accounts payable 2,881 2,310
Operating leases ( 3,764 ) ( 1,234 )
Accrued expenses and other liabilities 14,327 16,095
Net cash used in operating activities ( 72,722 ) ( 22,838 )
Investing activities:
Acquisition of property, plant and equipment ( 1,501,590 ) ( 1,367,886 )
Acquisition of other non-current assets ( 29,748 ) ( 6,404 )
Net cash used in investing activities ( 1,531,338 ) ( 1,374,290 )
Financing activities:
Proceeds from debt issuance 1,288,000 2,300,554
Receipt of equity commitments 412,667 333,333
Repayment of debt — ( 1,282,000 )
Costs associated with repayment of debt — ( 9,448 )
Debt issuance costs ( 32,239 ) ( 36,557 )
Shares repurchased related to share-based compensation ( 91 ) ( 153 )
Net cash provided by financing activities 1,668,337 1,305,729
Net (decrease) increase in cash, cash equivalents and restricted cash 64,277 ( 91,399 )
Cash, cash equivalents and restricted cash – beginning of period 392,762 294,478
Cash, cash equivalents and restricted cash – end of period $ 457,039 $ 203,079
Balance per Consolidated Balance Sheets:
June 30, 2025
Cash and cash equivalents $ 158,537
Restricted cash 298,502
Total cash, cash equivalents and restricted cash $ 457,039
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — Background and Basis of Presentation
NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO 2 emissions. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”).
The Rio Grande LNG Facility has received Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy (“DOE”) FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling up to 27 million tonnes per annum (“MTPA”). The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction, train 4 has been commercialized and is being progressed toward a final investment decision (“FID”), and train 5 is being commercialized and progressed toward FID. We are also developing and beginning the permitting process for expansion trains 6 through 8 at the Rio Grande LNG Facility and developing a potential carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility.
In March 2025, the U.S. Court of Appeals for the D.C. Circuit issued a revision to its August 2024 decision regarding our FERC order, resulting in a remand without vacatur of the FERC authorization for the first five liquefaction trains at the Rio Grande LNG Facility. The FERC remand process remains ongoing, and construction on Phase 1 continues.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year.
Certain reclassifications have been made to conform prior period information to the current presentation. The reclassifications did not have a material effect on the Company’s financial position, results of operations or cash flows.
Note 2 — Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
June 30, 2025 December 31, 2024
Rio Grande LNG Facility under construction $ 6,583,273 $ 5,009,239
Corporate and other 8,163 12,742
Total property, plant and equipment, at cost 6,591,436 $ 5,021,981
Less: accumulated depreciation ( 2,105 ) ( 1,978 )
Total property, plant and equipment, net $ 6,589,331 $ 5,020,003
Note 3 — Derivatives
In July 2023, Rio Grande entered into interest rate swaps agreements (the “Swaps”) to protect against interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 6 — Debt .
As of June 30, 2025, Rio Grande has the following Swaps outstanding (in thousands):
Initial Notional Amount Maximum Notional Amount Maturity (1)
Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received
$ 123,000 $ 7,916,900 2048 3.4 % USD - SOFR
(1) Swaps have an early mandatory termination date in July 2030.
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The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data. The net fair value of the Swaps is approximately $ 338.0 million as of June 30, 2025, and is classified as Level 2 in the fair value hierarchy.
Note 4 — Leases
The Company commenced the Rio Grande LNG Facility site lease on July 12, 2023 and it has an initial term of 30 years. The Company has the option to renew and extend the term of the lease for up to two consecutive renewal periods of ten years each, but as the Company is not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities. The Company has also entered into an office space lease which expires on December 31, 2035, and does not include any options for renewal.
For the three months ended June 30, 2025 and 2024, our operating lease costs were $ 2.6 million and $ 2.6 million, respectively. For the six months ended June 30, 2025 and 2024, our operating lease costs were $ 5.1 million and, $ 5.6 million, respectively. For the six months ended June 30, 2025 and 2024, we paid approximately $ 3.8 million and $ 4.2 million, respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows.
Maturity of operating lease liabilities as of June 30, 2025 are as follows (in thousands, except lease term and discount rate):
2025 (remaining) $ 3,800
2026 9,522
2027 9,565
2028 9,609
2029 9,654
Thereafter 189,588
Total undiscounted lease payments 231,738
Discount to present value ( 85,515 )
Present value of lease liabilities $ 146,223
Weighted average remaining lease term — years 26.2
Weighted average discount rate — percent 4.1
Note 5 — Accrued Liabilities and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
June 30, 2025 December 31, 2024
Rio Grande LNG Facility costs $ 300,515 $ 276,137
Accrued interest 40,908 40,911
Employee compensation expense 8,145 13,425
Taxes 8,935 2,862
Other accrued liabilities 10,682 14,226
Total accrued and other current liabilities $ 369,185 $ 347,561
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Note 6 — Debt
Debt consisted of the following (in thousands):
June 30, 2025 December 31, 2024
Senior Secured Notes and Loans:
6.67 % Senior Secured Notes due 2033
$ 700,000 $ 700,000
6.85 % Senior Secured Notes due 2047
190,000 190,000
6.58 % Senior Secured Notes due 2047
1,115,000 1,115,000
6.72 % Senior Secured Loans due 2033
356,000 356,000
7.11 % Senior Secured Loans due 2047
251,000 251,000
Total Senior Secured Notes and Loans 2,612,000 2,612,000
12.00 % Corporate Credit Agreement due 2030 (1)
236,501 175,000
Credit Facilities:
CD Senior Working Capital Facility — —
CD Credit Facility 2,151,000 1,022,000
TCF Credit Facility 335,000 226,000
Total Credit Facilities 2,486,000 1,248,000
Total debt 5,334,501 4,035,000
Unamortized debt issuance costs ( 163,954 ) ( 114,575 )
Total debt, net $ 5,170,547 $ 3,920,425
(1) Includes paid-in-kind interest of approximately $ 11.5 million .
Senior Secured Notes and Loans
The 6.67 % Senior Secured Notes, 6.85 % Senior Secured Notes and 6.58 % Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72 % Senior Secured Loans and 7.11 % Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans. The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Rio Grande and substantially all of Rio Grande’s assets, on a pari passu basis with the CD Credit Agreement and the TCF Credit Facility.
Corporate Credit Agreement
On December 31, 2024, Super Holdings, a wholly-owned subsidiary of the Company, entered into a credit agreement (the “Corporate Credit Agreement”) to borrow an aggregate principal amount of $ 175.0 million.
The Corporate Credit Agreement matures on December 31, 2030 and bears a fixed annual interest rate of 12.0 % which is payable quarterly. The Company may elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50 % as paid-in-kind interest of each interest payment date thereafter.
The Company may prepay the principal of the Corporate Credit Agreement, plus any unpaid interest, as follows:
Prepayment Prior To % of Principal
December 31, 2026 (1)
100.0 %
December 31, 2027 105.0 %
December 31, 2028 102.5 %
December 31, 2030 100.0 %
(1) Prepayment prior to December 31, 2026 would require an additional make whole premium.
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In conjunction with the Corporate Credit Agreement, we issued to the lender warrants in two tranches to purchase 7.2 million shares of our common stock (the “Initial Warrants”).
During the period ended June 30, 2025, the Corporate Credit Agreement was amended to increase its initial principal amount by an additional $ 50.0 million (the “CC Amendment”) with the same interest rate, maturity date and prepayment terms as the Corporate Credit Agreement.
In conjunction with the CC Amendment, we issued warrants to purchase an additional approximately 2.0 million shares of our common stock (the “CC Amendment Warrants”) to the lenders. The relative fair value of the CC Amendment Warrants of approximately $ 7.8 million has been recognized as a discount to the Corporate Credit Agreement. For additional details about the warrants, refer to Note 8, Stockholders' Equity .
Credit Facilities
Below is a summary of our committed credit facilities outstanding as of June 30, 2025 (in thousands):
CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility
Total Facility Size $ 250,000 $ 8,448,000 $ 800,000
Less:
Outstanding balance — 2,151,000 335,000
Letters of credit issued 70,187 — —
Available commitment $ 179,813 $ 6,297,000 $ 465,000
Priority ranking Senior secured Senior secured Senior secured
Interest rate on outstanding balance SOFR + 2.25 %
SOFR + 2.25 %
SOFR + 2.25 %
Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 %
Maturity Date 2030 2030 2030
The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.
The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement. Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.
Restrictive Debt Covenants
The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default customary for project financings, including a requirement that interest rates for a minimum of 75 % of the projected and outstanding principal amount be hedged or have fixed interest rates. The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date.
With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans require Rio Grande to make an offer to repay the amounts outstanding at 101 % (with respect to a change of control event) or par (with respect to each other event).
The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of trains 4 and 5 of the Rio Grande LNG Facility, subject to the terms and conditions provided therein, including that Super Holdings make an offer to prepay the Corporate Credit Agreement in full at par plus accrued and unpaid interest.
As of June 30, 2025, the Company was in compliance with all covenants related to its respective debt agreements.
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Debt Extinguishment
During April, Rio Grande reduced the available commitment on the CD Senior Working Capital Facility by $ 250.0 million, resulting in a loss on debt extinguishment of approximately $ 9.2 million for the three and six months ended June 30, 2025.
Interest Expense
Total interest expense, net of capitalized interest, consisted of the following (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Interest per contractual rate $ 84,404 $ 46,696 $ 157,509 $ 83,287
Amortization of debt issuance costs 16,995 16,527 33,911 32,915
Other interest costs 410 604 1,195 1,155
Total interest cost 101,809 63,827 192,615 117,357
Capitalized interest ( 70,175 ) ( 37,797 ) ( 133,776 ) ( 65,848 )
Total interest expense $ 31,634 $ 26,030 $ 58,839 $ 51,509
Fair Value Disclosures
The following table shows the carrying amount and estimated fair value of our debt (in thousands):
June 30, 2025 December 31, 2024
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Senior Notes — Level 2 $ 2,005,000 $ 2,009,730 $ 2,005,000 $ 1,984,836
Senior Loans — Level 2 607,000 632,250 607,000 609,082
Corporate Credit Agreement — Level 2 236,501 183,512 175,000 169,750
The fair value of the Senior Secured Notes, Senior Secured Loans and Corporate Credit Agreement was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings.
The fair value of the CD Credit Facility, TCF Credit Facility and Corporate Credit Facility approximates its respective carrying amount due to its variable interest rate, which approximates a market interest rate.
Note 7 — Variable Interest Entity
Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake construction and operation of Phase 1 of the Rio Grande LNG Facility. The Company is not obligated to fund losses of Intermediate Holdings, however, the Company’s capital account, which would be considered in allocating the net assets of Intermediate Holdings were it to be liquidated, continues to share in losses of Intermediate Holdings. Further, Rio Grande has granted the Company decision-making rights regarding the construction of Phase 1 of the Rio Grande LNG Facility and key aspects of its operation, which may only be terminated by equity holders for cause, via agreements with NextDecade LLC. Due to the foregoing, the Company determined that it holds a variable interest in Rio Grande through Intermediate Holdings and is its primary beneficiary, and therefore consolidates Intermediate Holdings in these Consolidated Financial Statements.
The following table presents the summarized assets and liabilities (in thousands) of Intermediate Holdings, which are included in the Company’s Consolidated Balance Sheets. The assets in the table below may only be used to settle the obligations of Intermediate Holdings. In addition, there is no recourse to us for the consolidated VIE’s liabilities. The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings only and exclude intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.
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June 30, 2025 December 31, 2024
Assets
Current assets:
Restricted cash $ 298,502 $ 244,625
Derivatives 13,110 16,867
Prepaid expenses and other current assets 2,947 1,084
Total current assets 314,559 262,576
Property, plant and equipment, net 6,580,914 5,007,345
Operating lease right-of-use assets 151,956 153,679
Deferred financing fees 260,564 317,788
Derivatives 324,887 472,057
Other non-current assets 21,441 15,407
Total assets $ 7,654,321 $ 6,228,852
Liabilities
Current liabilities:
Accounts payable $ 301,359 $ 242,689
Accrued liabilities and other current liabilities 350,534 321,162
Operating lease 2,697 2,649
Total current liabilities 654,590 566,500
Operating lease 127,892 129,253
Derivatives — —
Debt, net 4,984,499 3,788,802
Total liabilities $ 5,766,981 $ 4,484,555
Note 8 — Stockholders’ Equity
We issued the Initial Warrants in two tranches giving the lender the right to purchase up to approximately 3.6 million shares of our common stock at $ 7.15 per share (“Tranche A”) and an additional approximately 3.6 million shares of our common stock at $ 9.30 per share (“Tranche B”). The Initial Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to December 31, 2029.
The Company, at its discretion, may cause Tranche A to be exercised on a cash exercise basis (i) on any date between June 30, 2026 and December 31, 2026, if the 30-day volume weighted average trading price (“VWAP”) of the Company equals or exceeds $ 13.50 per share and the closing price for the Company’s common stock exceeds such VWAP immediately prior to the date of exercise, or (ii) on any date between January 1, 2027 and July 1, 2027, if the 30-day VWAP for the Company's common stock equals or exceeds $ 15.00 per share and the closing price of the Company's common stock exceeds such VWAP immediately prior to the date of exercise, provided that in each case (a) an affirmative FID on train 4 of the Rio Grande LNG Facility has been taken and (b) certain liquidity conditions regarding the holders ability to sell the shares of the Company's common stock have been met.
The CC Amendment Warrants give the lenders the right to purchase up to approximately 2.0 million shares of our common stock at $ 9.30 per share. The CC Amendment Warrants may be exercised by the holders solely on a cashless exercise basis at any time prior to May 14, 2030.
The Initial Warrants and CC Amendment Warrants have been excluded from the computation of diluted loss per share for the three and six months ended June 30, 2025 because including them in the computation would have been antidilutive for the period presented.
Note 9 — Share-based Compensation
The Company has granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants under the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). Upon the vesting of Restricted Stock, shares of common stock are released to the grantee.
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As of June 30, 2025, we had approximately 8.4 million shares of service-based and approximately 4.2 million shares of performance-based Restricted Stock outstanding. For the three and six months ended June 30, 2025 and 2024, the Company recognized approximately $ 7.2 million and $ 4.4 million, respectively, and $ 13.8 million, and $ 8.8 million respectively, of share-based compensation expense related to all share-based awards.
The approximately 12.6 million shares of Restricted Stock, as well as approximately 1.5 million stock options outstanding, have been excluded from the computation of diluted loss per share for the three and six months ended June 30, 2025 because including them in the computation would have been antidilutive for the period presented.
Note 10 — Commitments and Contingencies
Legal Proceedings
From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of June 30, 2025, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.
Note 11 — Supplemental Cash Flows
The following table provides supplemental disclosure of cash flow information (in thousands):
Six Months Ended June 30,
2025 2024
Accounts payable for acquisition of property, plant and equipment $ 301,506 $ 131,074
Accruals for acquisition of property, plant and equipment 303,941 311,978
Non-cash settlement of warrant liabilities 2,827 7,149
Corporate fixed asset retirements 879 1,256
Accrued liabilities for debt and equity issuance costs 1,718 3,975
Reclassification from other non-current assets to property, plant and equipment — 1,867
Note 12 — Subsequent Events
Deal Contingent Interest Rate Swaps
In July 2025, with the expectation of entering into definitive debt facilities to fund a portion of the costs of constructing train 4, Rio Grande LNG Train 4, LLC began entering into contingent interest rate swaps to hedge expected floating-rate payments and protect against future interest rate volatility. These contingent interest rate swaps are conditional upon the later of (a) closing the financing to commence construction of train 4 and (b) the issuance by FERC of a final remand order not subject to further appeal back to FERC.
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