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Item 1. Financial Statements

2025-10-30 compared with 2025-08-01 · 166 added, 111 removed, 239 unchanged (54% of the section changed)

3 unchanged sentences

(in thousands, except per share data, unaudited)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

35 unchanged sentences

Total liabilities and equity $ 10,008,819 $ 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 .

(1) Amounts presented include balances held by our consolidated variable interest entities, Phase 1 Holdings and Train 4 Holdings, as further discussed in Note 7 — Variable Interest Entities.

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

2 unchanged sentences

(in thousands, except per share data, unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

8 unchanged sentences

Other (expense) income:

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

Derivative (loss) gain ( 74,141 ) ( 329,733 ) ( 217,684 ) 38,206

Interest expense, net ( 38,632 ) ( 15,905 ) ( 94,670 ) ( 67,414 )

Loss on debt extinguishment — — ( 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

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

Other (expense) income, net ( 20 ) 1,719 1,045 ( 408 )

Total other expense ( 112,793 ) ( 343,919 ) ( 320,469 ) ( 77,189 )

Net loss attributable to NextDecade Corporation ( 184,756 ) ( 393,075 ) ( 500,616 ) ( 203,996 )

net loss attributable to non-controlling interest ( 75,274 ) ( 269,876 ) ( 241,462 ) ( 76,567 )

Net loss attributable to common stockholders $ ( 109,482 ) $ ( 123,199 ) $ ( 259,154 ) $ ( 127,429 )

5 unchanged sentences

(in thousands, unaudited)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

27 unchanged sentences

(in thousands, unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

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

Net loss attributable to NextDecade Corporation $ ( 500,616 ) $ ( 203,996 )

Adjustment to reconcile net loss to net cash used in operating activities

Depreciation 1,399 1,317

26 unchanged sentences

Net cash provided by financing activities 3,380,783 1,937,600

Net (decrease) increase in cash, cash equivalents and restricted cash 64,277 ( 91,399 )

Net increase (decrease) in cash, cash equivalents and restricted cash 351,912 ( 28,680 )

Cash, cash equivalents and restricted cash – beginning of period 392,762 294,478

1 unchanged sentence

Balance per Consolidated Balance Sheets:

June 30, 2025

September 30, 2025

Cash and cash equivalents $ 209,402

4 unchanged sentences

Notes to Consolidated Financial Statements

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.

Note 1 — General

Nature of Operations

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.

Trains 1–3 (“Phase 1”) are owned by Phase 1 LLC and commenced construction in July 2023.

The fourth liquefaction train is owned by Train 4 LLC and reached a final investment decision (“FID”) and issued a notice to proceed for construction on September 9, 2025.

The fifth liquefaction train will be owned by Train 5 LLC, which has been commercialized and was being progressed toward a FID (see Note 12 – Subsequent Events).

The Company is also developing and advancing the permitting process for potential expansion trains 6 through 8 and exploring a potential carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility.

Basis of Presentation

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

The results of operations for the three and nine months ended September 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Rio Grande LNG Facility under construction $ 8,464,357 $ 5,009,239

4 unchanged sentences

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):

In July 2023, Phase 1 LLC entered into interest rate swap agreements (the “Phase 1 Swaps”) to mitigate exposure to interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 6 — Debt.

In July 2025, Train 4 LLC and FinCo entered into deal-contingent interest rate swap agreements (the “Contingent Swaps”) in anticipation of entering into definitive debt facilities, also described in Note 6 — Debt, to finance a portion of the construction costs of train 4.

The debt facilities have since closed;

however, the effectiveness of the Contingent Swaps remains contingent upon the issuance by FERC of a final remand order that is not subject to further appeal (the “FERC Remand Condition”).

As of September 30, 2025, the Contingent Swaps had not yet become effective.

See Note 12 — Subsequent Events , for additional information about the Contingent Swaps.

As of September 30, 2025, the Company has the following interest rate 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.

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.

Phase 1 Swaps $ 123,000 $ 7,916,900 2048 3.4 % USD - SOFR

FinCo Swaps — 662,000 2034 4.1 % USD - SOFR

Train 4 Swaps — 3,230,000 2050 4.2 % USD - SOFR

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

The FinCo and Train 4 Swaps have an early mandatory termination date of sixth and seventh anniversary date, respectively, of them becoming effective.

The Company values the Swaps and the Contingent 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 total net fair value

of the Phase 1, FinCo and Train 4 Swaps is approximately $ 254.5 million as of September 30, 2025, and are 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):

The Company commenced the Rio Grande LNG Facility site lease in July 2023 and it has an initial term of 30 years.

The lease includes options to renew for up to two additional 10 year periods.

However, because the Company was not reasonably certain that those options will be exercised, they were not recognized as part of our right of use assets and lease liabilities.

Additionally, the Company has 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 September 30, 2025 and 2024, our operating lease costs were $ 2.6 million and $ 2.6 million, respectively.

For the nine months ended September 30, 2025 and 2024, our operating lease costs were $ 7.7 million and, $ 8.2 million, respectively.

For the nine months ended September 30, 2025 and 2024, we paid approximately $ 5.7 million and $ 6.1 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 September 30, 2025 are as follows (in thousands, except lease term and discount rate):

2025 (remaining) $ 1,913

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Rio Grande LNG Facility costs $ 709,535 $ 276,137

5 unchanged sentences

Note 6 — Debt

Debt consisted of the following (in thousands):

June 30, 2025 December 31, 2024

Senior Secured Notes and Loans:

Outstanding debt consisted of the following (in thousands):

September 30, 2025 December 31, 2024

Phase 1 LLC Debt:

6.67 % Senior Secured Notes due 2033

8 unchanged sentences

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 2,967,000 1,022,000

TCF Credit Facility 413,000 226,000

Total Credit Facilities 2,486,000 1,248,000

Total Phase 1 LLC Debt 5,992,000 3,860,000

12.00 % Corporate Credit Agreement due 2030 (1)

243,754 175,000

13.00 % Super FinCo Term Loan due 2031

Total debt 6,835,754 4,035,000

2 unchanged sentences

(1) Includes paid-in-kind interest of approximately $ 18.8 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)

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.

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):

Phase 1 LLC Debt

Senior Secured Notes and Senior Secured 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 Phase 1 LLC, ranking senior in right of payment to any and all of Phase 1 LLC’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Phase 1 LLC’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 Phase 1 LLC and substantially all of Phase 1 LLC’s assets, on a pari passu basis with the CD Credit Facility and the TCF Credit Facility.

Phase 1 LLC ’s Credit Facilities

Below is a summary of Phase 1 LLC’s committed credit facilities as of September 30, 2025 (in thousands):

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility

9 unchanged sentences

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.

Phase 1 LLC’s obligations under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Phase 1 LLC as well as a pledge of all of the membership interests in Phase 1 LLC 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.

Phase 1 LLC’s obligations under the TCF Credit Agreement are secured by substantially all of Phase 1 LLC’s assets, as well as by a pledge of all membership interests in Phase 1 LLC, on a first-priority, pari passu basis with the Senior Secured Notes, the Senior

Secured Loans, and the loans made under the CD Credit Facility.

Total Energies Holdings SAS provides contingent credit support to pay Phase 1 LLC past due TCF Credit Facility amounts 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.

The CD Credit Facility and the TCF Credit Facility 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 Senior Secured Loans, Senior Secured Notes and Phase 1 LLC Credit Facilities require Phase 1 LLC to maintain a historical debt service coverage ratio (“DSCR”) 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 Phase 1 LLC 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).

Corporate Credit Agreement

On December 31, 2024, Super Holdings 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 prepay the principal of the Corporate Credit Agreement, plus any unpaid interest, as follows:

Prepayment Prior To % of Principal

December 31, 2026 (1)

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.

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

On May 14, 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, NextDecade 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 Initial Warrants and CC Amendment Warrants, refer to Note 8 — Stockholders' Equity.

The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of train 4 and train 5, 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.

Super FinCo Term Loan

On September 9, 2025 (the “Train 4 FID Date”), Super FinCo entered into a credit agreement (the “Super FinCo Credit Agreement”) providing a senior term loan of $ 0.6 billion to fund a portion of the Company's equity contributions to finance interest during construction, pay fees and expenses associated with the Super FinCo and FinCo credit agreements and related facilities, and fund other costs of Super FinCo associated with train 4.

The term loan matures on the earlier of the eighth anniversary of the Train 4 FID Date or the 85 th day prior to the maturity of the FinCo Facility (as extended or refinanced).

Interest accrues from the Train 4 FID Date and is payable quarterly with Super FinCo having the option to elect to pay paid-in-kind interest in full through the first anniversary of train 4 completion and up to 50 % thereafter.

Voluntary prepayments are permitted at par plus an applicable make-whole premium and accrued interest prior to the fifth anniversary of the Train 4 FID Date, and at par plus accrued interest thereafter.

The facility is secured by pledges of the equity interests in the Super FinCo borrowers by their holding companies and by a first-priority security interest in substantially all personal property of Super FinCo, including membership interests in FinCo.

See Note 12 — Subsequent Events , for additional information about the Super FinCo Credit Agreement.

Restrictive Covenants

The agreement contains customary negative covenants limiting additional indebtedness, certain investments, dividends and other restricted payments, asset sales, liens, and fundamental changes, and provides for mandatory prepayments from specified proceeds, including certain insurance or condemnation recoveries, asset sales, performance liquidated damages under defined construction contracts, terminations of certain LNG sale and purchase agreements, and specified subsidiary distributions.

In addition, NextDecade

LLC has agreed to fund capital contributions up to its proportionate share of any overrun capital contributions necessary to complete Phase 1 or train 4 and certain operating expenses of FinCo or Super FinCo.

FinCo Credit Agreement

On the Train 4 FID Date, FinCo entered into a credit agreement (the “FinCo Credit Agreement”) providing a loan and letter of credit facility of up to approximately $ 0.7 billion, including an approximate $ 0.6 billion letter of credit sublimit, to fund equity contributions for Train 4 LLC and to finance interest during train 4 construction and related fees and expenses.

Availability commences upon satisfaction of the FERC Remand Condition.

Principal amortizes quarterly beginning on or after 90 days following project completion, and the facility matures on the fifth anniversary of the Train 4 FID Date, with a one -year extension option exercisable within the 90 -day period preceding such anniversary.

Borrowings bear interest at SOFR plus 3.50 % or base rate plus 2.50 %, and undrawn amounts are subject to commitment and letter of credit fees.

The facility is secured by pledges of FinCo equity and first-priority liens on substantially all FinCo assets, including equity interests in Phase 1 LLC and Train 4 LLC, pursuant to a security agreement and deed of trust.

As of September 30, 2025, no amounts had been drawn under the FinCo Credit Agreement.

See Note 12 — Subsequent Events , for additional information about the FinCo Credit Agreement.

Restrictive Covenants

The FinCo Credit Agreement requires that not less than 90 % and not more than 100 % of the projected outstanding principal be hedged or otherwise fixed and requires FinCo to maintain a stand-alone historical DSCR of at least 1.10 :1.00 each quarter beginning on the initial principal payment date, with an equity cure permitted.

Additional covenants limit the incurrence of indebtedness, certain investments, dividends and other restricted payments, asset sales, liens, and fundamental changes.

The agreement permits additional pari passu indebtedness to fund Train 5 LLC equity subject to specified milestones and continuing ownership thresholds.

Mandatory prepayments apply from specified asset and equity sale proceeds, and the agreement includes a quarterly excess cash flow sweep equal to 100 % until cumulative prepayments or cancelled commitments reach 25 % of principal plus any Train 5 LLC debt, 75 % of excessive cash flow until cumulative prepayments or cancellations equal 50 % of the prepaid amount, and 50 % of the excess cash flow thereafter.

Train 4 LLC Credit Agreement

On the Train 4 FID Date, Train 4 LLC entered into a construction/term loan facility of up to approximately $ 3.8 billion to finance train 4 project costs, related fees and expenses.

Borrowings bear interest at SOFR plus 2.00 % (or base rate plus 1.00 %), with rating-based step-downs to SOFR + 1.875 % / base + 0.875 % upon “Baa2/BBB” and to SOFR + 1.75 % / base + 0.75 % upon “Baa1/BBB+.” Undrawn amounts accrue commitment fees.

Principal amortizes quarterly beginning on or after 90 days following the completion of train 4 (the “Initial Principal Payment Date”).

As of September 30, 2025, no amounts had been drawn under the Train 4 LLC Credit Agreement.

Restrictive Covenants

The Train 4 LLC Credit Agreement includes:

(i) a hedging requirement to fix or hedge between 75 % and 110 % of projected senior secured debt;

(ii) a historical DSCR ≥ 1.10:1.00 each fiscal quarter beginning on the Initial Principal Payment Date, with an equity cure;

and (iii) customary negative covenants limiting additional indebtedness, certain investments, restricted payments, asset sales, liens, fundamental changes, and entry into certain LNG sales contracts.

Mandatory prepayments apply from specified insurance/condemnation proceeds, asset-sale proceeds, performance liquidated damages, and certain LNG sale and purchase agreement terminations.

Upon events of default (after applicable cure periods), the administrative agent may, or at required lenders’ direction will, accelerate amounts due, terminate undrawn commitments, and require cash collateralization of outstanding letters of credit;

acceleration/termination occurs automatically upon bankruptcy or insolvency events.

Covenant Compliance

As of September 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.

During April 2025, Phase 1 LLC 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 nine months ended September 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,

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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

Interest on debt obligations $ 102,037 $ 51,349 $ 259,546 $ 134,636

Amortization of debt issuance costs 18,006 16,154 51,917 49,069

Other interest costs 410 604 1,195 1,155

Total interest cost 101,809 63,827 192,615 117,357

Other interest and financing costs 484 978 1,680 2,133

Total interest cost incurred 120,527 68,481 313,143 185,838

Capitalized interest ( 80,248 ) ( 52,576 ) ( 214,024 ) ( 118,424 )

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

Interest expense recognized $ 40,279 $ 15,905 $ 99,119 $ 67,414

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

September 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.

June 30, 2025 December 31, 2024

Senior Notes $ 2,005,000 $ 2,012,460 $ 2,005,000 $ 1,984,836

Senior Loans 607,000 628,760 607,000 609,082

Corporate Credit Agreement 243,754 213,185 175,000 169,750

Super FinCo Term Loan 600,000 595,430 — —

The fair value of the Senior Secured Notes, Senior Secured Loans, Corporate Credit Agreement and Super FinCo Term Loan 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 and are classified as Level 2 in the fair value hierarchy.

The fair values of the CD Credit Facility, TCF Credit Facility and Corporate Credit Facility approximates their respective carrying amounts because their variable interest rates align to market interest rates.

Note 7 — Variable Interest Entities

Phase 1 Holdings and Train 4 Holdings and their wholly owned subsidiaries were established to construct and operate Phase 1 and train 4 of the Rio Grande LNG Facility, respectively.

The Company is not obligated to fund their losses.

Additionally, through agreements with NextDecade LLC, the Company holds decision-making rights over construction and key operational aspects of Phase 1 LLC and Train 4 LLC, which agreements can only be terminated by equity holders for cause.

Based on these factors, the Company determined it holds a variable interest in Phase 1 LLC and Train 4 LLC and is their primary beneficiary, resulting in the consolidation of Phase 1 Holdings and Train 4 Holdings in these Consolidated Financial Statements.

The following table presents the summarized combined assets and liabilities (in thousands) of Phase 1 Holdings and Train 4 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 Phase 1 Holdings and Train 4 Holdings, respectively.

In addition, there is no recourse to NextDecade for the consolidated VIE’s liabilities.

The assets and liabilities in the table below include assets and liabilities of Phase 1 Holdings and Train 4 Holdings only and exclude intercompany balances between Phase 1 Holdings and Train 4 Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

September 30, 2025 December 31, 2024

Current assets:

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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”).

NextDecade 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 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 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.

The Initial Warrants and CC Amendment Warrants have been excluded from the computation of diluted loss per share for the three and nine months ended September 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 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.

As of September 30, 2025, we had approximately 6.7 million shares of service-based and approximately 4.8 million shares of performance-based Restricted Stock outstanding.

For the three and nine months ended September 30, 2025 and 2024, the Company recognized approximately $ 13.1 million and $ 5.0 million, respectively, and $ 26.9 million, and $ 13.8 million respectively, of share-based compensation expense related to all share-based awards.

The approximately 11.4 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 nine months ended September 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 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.

As of September 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,

Nine Months Ended September 30,

Interest payments classified as operating activities $ 46,339 $ 32,018

Accounts payable for acquisition of property, plant and equipment 412,574 218,313

5 unchanged sentences

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.

On October 16, 2025, Train 5 LLC achieved a FID on the fifth liquefaction train of the Rio Grande LNG Facility.

In connection with the FID, Train 5 LLC entered into a credit agreement providing for an aggregate of approximately $ 3.6 billion of construction and term loans and issued $ 0.5 billion of senior secured notes (together, the “Train 5 Credit Agreement”), along with related security and intercreditor agreements, to partially finance the design, procurement, and construction of Train 5 and related project costs.

Train 5 LLC also entered into interest-rate swaps with a peak notional amount of approximately $ 3.1 billion (the “Train 5 Swaps”), which were conditional upon satisfaction of the FERC Remand Condition.

In addition, the Company’s indirect financing subsidiaries amended and expanded their credit facilities to support equity-funding obligations associated with Train 5 Holdings, which total approximately $ 2.6 billion of committed equity contributions.

The FinCo Credit Agreement was amended and restated to provide for total borrowings and letters of credit of up to approximately $ 1.5 billion, and the Super FinCo Credit Agreement was amended to provide an additional $ 0.6 billion term loan.

The proceeds of these facilities are available solely to fund equity contributions to facilitate train 4 and train 5 construction and related debt-service and reserve requirements.

FERC Remand Order

On October 30, 2025, the FERC Remand Condition was satisfied and the Train 4 Swaps and Train 5 Swaps became effective.

Additionally, FinCo may now make draws under the FinCo Credit Agreement.

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