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Item 2. Management’s Discussion and Analysis

2025-10-30 compared with 2025-08-01 · 150 added, 130 removed, 113 unchanged (71% of the section changed)

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• our progress in the development of our liquefied natural gas (“LNG”) liquefaction and export project and any carbon capture and storage projects (“CCS projects”) we may develop and the timing of that progress;

• the timing and cost of the development, construction and operation of the first three liquefaction trains and related common facilities (“Phase 1”) of the multi-plant integrated natural gas and liquefaction and LNG export terminal facility to be located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

• the availability and frequency of cash distributions available to us from our joint venture which owns Phase 1 of the Rio Grande LNG Facility;

• the timing and cost of the development, construction and operation of the first five liquefaction trains and related common facilities of the multi-plant integrated natural gas and liquefaction and LNG export terminal facility to be located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

• the availability and frequency of cash distributions available to us from our joint ventures which own the first three trains and related common facilities ("Phase 1"), the fourth liquefaction train and related common facilities ("Train 4"), and the fifth liquefaction train and related common facilities ("Train 5") at the Rio Grande LNG Facility, respectively;

• the timing and cost of the development of subsequent liquefaction trains at the Rio Grande LNG Facility;

• the ability to generate sufficient cash flow to satisfy Rio Grande's significant debt service obligations or to refinance such obligations ahead of their maturity;

• restrictions imposed by NextDecade's or Rio Grande's debt agreements that limit flexibility in operating its business;

• increases in interest rates increasing the cost of servicing Rio Grande's indebtedness;

• the ability to generate sufficient cash flow to satisfy NextDecade's or Rio Grande's significant debt service obligations or to refinance such obligations ahead of their maturity;

• restrictions imposed by debt agreements that limit flexibility in operating the Company's business;

• increases in interest rates that increase the cost of servicing indebtedness;

• our reliance on third parties to successfully complete the Rio Grande LNG Facility, any CCS projects we develop, and related pipelines and other infrastructure;

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Overview of Business

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.

The first five liquefaction trains and related infrastructure (together, Phase 1, Train 4, and Train 5) at the Rio Grande LNG Facility are currently under construction.

We are also developing and advancing the permitting process for expansion Trains 6 through 8 and exploring a potential carbon capture and storage ("CCS") project at the Rio Grande LNG Facility.

We are focused on constructing and operating the Rio Grande LNG Facility safely, efficiently, on schedule, and on budget.

We seek to deliver secure, economically attractive, and sustainable energy solutions through the development and operation of liquefaction and CCS infrastructure.

Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries, and references to “Rio Grande” refer to Rio Grande LNG, LLC and its subsidiaries.

We seek to deliver secure, affordable, and cleaner energy through the development and operation of liquefaction capacity at the Rio Grande LNG Facility.

Unless the context requires otherwise, references to “NextDecade,” “the Company,” “we,” “us,” and “our” refer to NextDecade Corporation and its consolidated subsidiaries, references to “Phase 1 LLC” refer to Rio Grande LNG, LLC, references to "Train 4 LLC" refer to Rio Grande LNG Train 4, LLC, and references to "Train 5 LLC" refer to Rio Grande LNG Train 5, LLC.

Significant Recent Developments

Significant developments since January 1, 2025 include the following:

Development and Construction

• Under the engineering, procurement, and construction (“EPC”) contracts with Bechtel Energy, Inc.

(“Bechtel”), Phase 1 progress is tracked for Train 1, Train 2, and the common facilities on a combined basis and Train 3 on a separate basis.

As of June 2025:

• The overall project completion percentage for Trains 1 and 2 and the common facilities of the Rio Grande LNG Facility was 48.3%, which is in line with the schedule under the EPC contract.

(“Bechtel”), as of September 2025:

• The overall project completion percentage for Trains 1 and 2 and the common facilities at the Rio Grande LNG Facility was 55.9%.

Within this project completion percentage, engineering was 95.0% complete, procurement was 88.8% complete, and construction was 29.8% complete.

• The overall project completion percentage for Train 3 of the Rio Grande LNG Facility was 22.7%, which is also in line with the schedule under the EPC contract.

• The overall project completion percentage for Train 3 at the Rio Grande LNG Facility was 33.4%.

Within this project completion percentage, engineering was 70.8% complete, procurement was 67.2% complete, and construction was 4.5% complete.

• In February 2025, the Company provided additional information regarding its development of additional liquefaction capacity at the Rio Grande LNG Facility beyond Trains 1 through 5.

Trains 6 through 8 are wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

◦ Train 6, with expected LNG production capacity of approximately 6 MTPA, is being developed inside the existing levee at the site and adjacent to Trains 1 through 5.

A pre-filing application with FERC for Train 6 is expected in 2025, and a full FERC application is expected in early 2026.

◦ The Company is evaluating multiple areas on the site for the development of Trains 7 and 8, with a total expected LNG production capacity of approximately 12 MTPA.

• Progress for Train 4 included advancement on engineering drawings, issuance of purchase orders for a range of equipment and materials, and commencement of area clearing.

• In February 2025, we provided additional information regarding its development of additional liquefaction capacity at the Rio Grande LNG Facility beyond Trains 1 through 5.

Trains 6 through 8 are currently wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 million tonnes per annum ("MTPA") once constructed and placed into operation.

◦ Train 6, which has an expected LNG production capacity of approximately 6 MTPA, is being developed inside the existing levee at the site and adjacent to Trains 1 through 5.

A pre-filing application with the Federal Energy Regulatory Commission ("FERC") for Train 6 is expected in 2025, and a full FERC application is expected in 2026.

◦ The Company is evaluating multiple areas on the site for the development of Trains 7 and 8, which have a total expected LNG production capacity of approximately 12 MTPA.

• On September 9, 2025, we announced a positive final investment decision ("FID") on Train 4 and related infrastructure at the Rio Grande LNG Facility and issued full notice to proceed ("NTP") to Bechtel Energy Inc.

("Bechtel") under the EPC contract for Train 4.

Total project costs for Train 4 and related infrastructure are expected to total approximately $6.7 billion.

Train 4 has an expected LNG production capacity of approximately 6 million MTPA, and guaranteed substantial completion of Train 4 is in the second half of 2030.

• On October 16, 2025, we announced a positive FID on Train 5 and related infrastructure at the Rio Grande LNG Facility and issued full NTP to Bechtel under the EPC contract for Train 5.

Total project costs for Train 5 and related infrastructure are expected to total approximately $6.7 billion.

Train 5 has an expected LNG production capacity of approximately 6 million MTPA, and guaranteed substantial completion of Train 5 is in the first half of 2031.

Strategic and Commercial

• In April 2025, the Company announced a 20-year LNG Sale and Purchase Agreement (“SPA”) with a subsidiary of Saudi Aramco (“Aramco”), pursuant to which the Aramco subsidiary will purchase 1.2 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on a free on board (“FOB”) basis at a price indexed to Henry Hub, subject to a positive FID on Train 4.

• In April 2025, the Company announced that TotalEnergies exercised its LNG purchase option with respect to Train 4 and the Company entered into a 20-year LNG SPA with TotalEnergies, pursuant to which TotalEnergies will purchase 1.5 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub, subject to a positive FID on Train 4.

The Company believes sufficient long-term commercial support is now in place to support a positive FID on Train 4.

• In May 2025, the Company announced a 20-year LNG SPA with JERA, pursuant to which JERA will purchase 2.0 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub, subject to a positive FID on Train 5.

• In June 2025, the Company finalized a pricing refresh of the Company's lump-sum, turnkey EPC contract with Bechtel for the construction of Train 4 and related infrastructure and executed a lump-sum, turnkey EPC contract with Bechtel for the construction of Train 5 and related infrastructure.

Pricing validity under the Train 4 and Train 5 EPC contracts extends through September 15, 2025.

• In April 2025, Rio Grande LNG, LLC (“Rio Grande”) elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million and is expected to reduce related commitment fees by approximately $2 million annually.

• In May 2025, the Company’s wholly-owned subsidiary Rio Grande LNG Super Holdings, LLC, entered into an amended credit agreement with the lender of its existing senior secured loan to increase the loan amount by $50

• In April 2025, we announced a 20-year LNG Sale and Purchase Agreement (“SPA”) with a subsidiary of Saudi Aramco (“Aramco”), pursuant to which the Aramco subsidiary will purchase 1.2 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on a free on board (“FOB”) basis at a price indexed to Henry Hub.

• In April 2025, we announced that TotalEnergies exercised its LNG purchase option with respect to Train 4 and the Company entered into a 20-year LNG SPA with TotalEnergies, pursuant to which TotalEnergies will purchase 1.5 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.

• In May 2025, we announced a 20-year LNG SPA with JERA, pursuant to which JERA will purchase 2.0 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.

• In June 2025, we finalized a pricing refresh of the Company's lump-sum, turnkey EPC contract with Bechtel for the construction of Train 4 and related infrastructure and executed a lump-sum, turnkey EPC contract with Bechtel for the construction of Train 5 and related infrastructure.

• In September 2025, we announced a 20-year LNG SPA with EQT Corporation ("EQT"), pursuant to which EQT will purchase 1.5 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.

• In September 2025, we announced a 20-year LNG SPA with ConocoPhillips, pursuant to which ConocoPhillips will purchase 1.0 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.

• In April 2025, Phase 1 LLC elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million and is expected to reduce related commitment fees by approximately $2 million annually.

• In May 2025, our wholly-owned subsidiary Rio Grande LNG Super Holdings, LLC, entered into an amendment to the credit agreement with the lender of its existing senior secured loan (the "Super Holdings Loan") to increase the loan amount by $50

million to a total of $225 million initial principal.

Incremental proceeds from the senior secured loan were disbursed at closing on May 14, 2025, and net proceeds will be used to fund working capital and general corporate purposes, including development expenses for expansion trains at the Rio Grande LNG Facility and specifically pre-FID expenses for Trains 4 and 5.

Borrowings under the senior secured loan bear interest at 12.0%, with interest payable quarterly.

Incremental proceeds from the Super Holdings Loan were disbursed at closing on May 14, 2025, and net proceeds can be used to fund working capital and general corporate purposes, including development expenses for expansion trains at the Rio Grande LNG Facility and specifically pre-FID expenses for Trains 4 and 5.

Borrowings under the Super Holdings Loan bear interest at 12.0%, with interest payable quarterly.

Interest may be paid in-kind until March 31, 2027 and up to 50% in-kind thereafter.

The senior secured loan matures December 31, 2030.

• In conjunction with the closing of the May 2025 amendment to the senior secured loan, the Company issued warrants that are exercisable for an aggregate of approximately 2.0 million shares of NextDecade common stock to the lender of the senior secured loan.

The warrants are exercisable for five years after the amendment date.

The warrants are exercisable at $9.30 per share, which represented a 30% premium to the volume weighted average price for the 30 trading-day period immediately preceding the amendment date.

The Super Holdings Loan matures December 31, 2030.

• In conjunction with the closing of the May 2025 amendment to the Super Holdings Loan, we issued warrants that are exercisable for an aggregate of approximately 2.0 million shares of our common stock to the lender of the Super Holdings Loan.

The warrants are exercisable for five years after the amendment date at $9.30 per share, which represented a 30% premium to the volume weighted average price for the 30 trading-day period immediately preceding the amendment date.

• On September 9, 2025, in conjunction with the positive FID on Train 4 at the Rio Grande LNG Facility, we and certain of our subsidiaries closed an approximately $6.7 billion project financing for Train 4, which included the closing of:

◦ A joint venture agreement which included approximately $1.69 billion of financial commitments from Global Infrastructure Partners, a part of BlackRock ("GIP"), GIC, Mubadala Investment Company, and TotalEnergies;

◦ A commitment by the Company to invest approximately $1.13 billion in Train 4;

◦ A senior secured, non-recourse bank credit facility of $3.85 billion with a seven year maturity.

• On September 9, 2025, to fully fund the Company's approximately $1.13 billion equity commitments for Train 4, certain of our wholly-owned subsidiaries entered into a delayed draw, senior secured term loan bank facility of $734 million with a five year maturity (the "FinCo Loan") and term loans of $600 million with a maturity date of the earlier of eight years or the 85th day prior to the maturity date of the FinCo Loan (the "SuperFinCo Loan").

• On October 16, 2025, in conjunction with the positive FID on Train 5 at the Rio Grande LNG Facility, we and certain of our subsidiaries closed an approximately $6.7 billion project financing for Train 5, which included the closing of:

◦ A joint venture agreement which included approximately $1.29 billion of financial commitments from GIP, GIC, and Mubadala Investment Company;

◦ A commitment by the Company to invest approximately $1.29 billion in Train 5;

◦ A senior secured, non-recourse bank credit facility of $3.59 billion with a seven year maturity;

◦ An offering of $500 million senior secured, non-recourse private placement notes, which will bear interest at 6.56%, will be funded in multiple tranches from December 2025 through October 2026, and will amortize over a period of 20 years beginning in September 2031.

• On October 16, 2025, to fully fund the Company's approximately $1.29 billion equity commitments for Train 5, we contributed $233 million cash to Train 5 LLC, and certain of our wholly-owned subsidiaries increased the size of the FinCo Loan by $729 million, to a total of approximately $1.46 billion, and increased the size of the SuperFinCo Loan by $600 million, to a total of $1.2 billion.

• In October 2025, Rio Grande LNG Super Holdings, LLC, entered into a term sheet with the lender of the Super Holdings Loan to refinance $50 million of the existing loan amount and provide $50 million of incremental capital in the form of an exchangeable loan with total initial principal of $100 million (the "Exchangeable Loan").

Upon consummation of the transaction, the Exchangeable Loan would bear interest at 8%, payable in cash or in-kind at the Company's election, and would mature in October 2030.

The initial principal of the Exchangeable Loan, and any amounts of interest paid in-kind, would be exchangeable into shares of Company common stock at $9.50 per share.

Additionally, the interest rate on the remaining balance of the Super Holdings Loan would be amended to 13.5%.

• In March 2025, the U.S.

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

Pursuant to the remand, FERC is to consider the issue of a supplemental Environmental Impact Statement (“SEIS”) in view of several executive orders issued since January 20, 2025.

• In March 2025, the FERC issued a draft SEIS for the first five liquefaction trains at the Rio Grande LNG Facility, providing for a public comment period that ended on May 19, 2025.

• In July 2025, the FERC issued a final SEIS for the first five liquefaction trains at the Rio Grande LNG Facility.

Based on its published schedule, FERC anticipates issuing a final order on the remand by November 20, 2025.

Pursuant to the remand, FERC was to consider the issue of a supplemental Environmental Impact Statement (“SEIS”) in view of several executive orders issued since January 20, 2025.

• In July 2025, the FERC issued a final SEIS for the first five liquefaction trains at the Rio Grande LNG Facility, following a draft SEIS in March 2025.

• In August 2025, the FERC issued a final order on remand reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility, and as of October 30, 2025, the order is no longer appealable to FERC.

Rio Grande LNG Facility Activity

Liquefaction Facilities Overview

Liquefaction Facilities Overview and Construction Progress

We are constructing and developing the Rio Grande LNG Facility on the north shore of the Brownsville Ship Channel in south Texas.

The site is located on approximately 1,000 acres of land, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel.

We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, and location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S.

The Rio Grande LNG Facility has been permitted by the FERC and authorized by the DOE to export up to 27 MTPA of LNG from up to five liquefaction trains.

Phase 1 at the Rio Grande LNG Facility is under construction, Train 4 has been commercialized and is being progressed toward FID, Train 5 is being commercialized and progressed toward FID, and we are developing and beginning the permitting process for Trains 6 through 8.

Phase 1 Overview and Construction Progress

In July 2023, construction commenced on Phase 1 of the Rio Grande LNG Facility following a positive FID and the closing of project financing by Rio Grande, which owns Phase 1 of the Rio Grande LNG Facility.

Construction will be completed by Bechtel under fully wrapped, lump-sum turnkey EPC contracts, and the liquefaction trains will utilize Honeywell liquefaction technology, which is the predominant liquefaction technology utilized globally.

Pursuant to a joint venture agreement with equity partners for ownership of Rio Grande, we expect to receive up to approximately 20.8% of distributions of available cash generated from Phase 1 operations, provided that a majority of the cash distributions to which we are otherwise entitled will be paid for any distribution period only after our equity partners receive an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made.

Phase 1 includes three liquefaction trains with a total expected LNG production capacity of approximately 18 MTPA, two 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, two totally enclosed ground flares for the LNG tanks and marine facilities, two ground flares for the liquefaction trains, roads, levees surrounding the entire site, and warehouses, administrative, operations control room and maintenance buildings.

As of June 2025, progress on Trains 1 through 3 is in line with the schedule under the EPC contracts.

During the second quarter 2025, the construction team continued piping fabrication, rebar installation, equipment setting and concrete placement, and structural steel erection in the areas of Trains 1, 2, and 3.

The eighth wall lift was completed for Tank 1.

We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian

Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, and location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S.

Trains 1 through 5 at the Rio Grande LNG Facility are under construction, and we are developing and advancing the permitting process for Trains 6 through 8.

There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.

Construction commenced on Phase 1 at the Rio Grande LNG Facility in July 2023, on Train 4 in September 2025, and on Train 5 in October 2025, in each case following a positive FID and the closing of project financing by the Company's subsidiaries.

Construction will be completed by Bechtel under fully wrapped, lump-sum turnkey EPC contracts, and the liquefaction trains will utilize Honeywell AP-C3MR TM liquefaction technology, which is the predominant liquefaction technology utilized globally.

The combined scope of Phase 1, Train 4, and Train 5 includes five liquefaction trains with a total expected LNG production capacity of approximately 30 MTPA, four 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, ground flares, roads, levees surrounding the entire site, and warehouses, administrative, operations control room and maintenance buildings.

As of September 2025, progress on Phase 1 is ahead of schedule under the EPC contracts.

During the third quarter of 2025, the construction team continued piping fabrication, rebar installation, equipment setting and concrete placement, and structural steel erection in the areas of Trains 1, 2, and 3.

Roof raises were completed for the first two LNG storage tanks.

Across the site, Bechtel also continued installing concrete foundations, instrument air receivers, floodgates, permanent fencing, temporary facilities, and other siteworks.

Phase 1 LNG Sale and Purchase Agreements

For Phase 1 of the Rio Grande LNG Facility, Rio Grande has entered into long-term LNG SPAs with nine creditworthy counterparties for aggregate volumes of approximately 16.2 MTPA of LNG.

In September 2025, the first compressor string and turbine for Train 1 arrived onsite.

During September 2025, progress on Train 4 included advancement on engineering drawings, issuance of purchase orders for a range of equipment and materials, and commencement of area clearing.

LNG Sale and Purchase Agreements for Trains 1 Through 5

We have entered into long-term SPAs with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 MTPA of LNG from Trains 1 through 5 at the Rio Grande LNG Facility.

The SPAs have a weighted average term of 19.5 years.

Under these SPAs, the customers will purchase LNG from Rio Grande for a price consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees structured to cover the expected cost of natural gas plus fuel and other sourcing costs to produce LNG.

Under these SPAs, the customers will purchase LNG from the Rio Grande LNG Facility for a price consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees structured to cover the expected cost of natural gas plus fuel and other sourcing costs to produce LNG.

In certain circumstances, customers may elect to cancel or suspend deliveries of LNG cargoes, in which case the customers would still be required to pay the fixed fee with respect to cargoes that are not delivered.

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Each of these SPAs is currently effective, and deliveries of LNG under these SPAs will commence on the respective Date of First Commercial Delivery (“DFCD”), which is primarily tied to the substantial completion or guaranteed substantial completion dates of specific trains as defined in each SPA.

In aggregate, approximately 14.65 MTPA of Phase 1 Henry Hub-linked SPAs have average fixed fees, unadjusted for inflation, totaling approximately $1.8 billion expected to be paid annually.

In aggregate, the approximately 23.75 MTPA of Henry Hub-linked SPAs for Trains 1 through 5 have average fixed fees, unadjusted for inflation, totaling approximately $3.0 billion expected to be paid annually.

Marketing of Uncontracted Volumes

Rio Grande expects to sell any commissioning LNG volumes and operational LNG volumes in excess of SPA volumes into the LNG market through spot, short-term, and medium-term agreements.

Rio Grande has entered into certain time charter agreements and expects to enter into additional time charter agreements with vessel owners to provide shipping capacity for LNG sales related to its existing Phase 1 delivered ex-ship SPA, commissioning volumes, and expected portfolio volumes.

We expect to sell any commissioning LNG volumes and operational LNG volumes in excess of SPA volumes into the LNG market through spot, short-term, and medium-term agreements.

We have entered into certain time charter agreements and expect to enter into additional time charter agreements with vessel owners to provide shipping capacity for LNG sales related to our 1.0 MTPA delivered ex-ship SPA, expected commissioning volumes, and expected portfolio volumes.

Engineering, Procurement and Construction ( “ EPC ”)

The Company has entered into fully wrapped, lump-sum turnkey contracts with Bechtel, a well-established and reputable LNG engineering and construction firm, for the engineering, procurement, and construction of Phase 1, Train 4, and Train 5 at the Rio Grande LNG Facility, under which Bechtel has generally guaranteed cost, performance, and schedule.

We have entered into fully wrapped, lump-sum turnkey contracts with Bechtel, a well-established and reputable LNG engineering and construction firm, for the engineering, procurement, and construction of Phase 1, Train 4, and Train 5 at the Rio Grande LNG Facility, under which Bechtel has generally guaranteed cost, performance, and schedule.

Under these EPC contracts, Bechtel is responsible for the engineering, procurement, construction, commissioning, and startup of liquefaction trains and their respective related infrastructure.

On July 12, 2023, Rio Grande issued final notice to proceed to Bechtel under the EPC contracts for Phase 1.

On July 12, 2023, we issued final notice to proceed to Bechtel under the EPC contracts for Phase 1.

Total expected capital costs for Phase 1 are estimated to be approximately $18.0 billion, including estimated EPC costs, owner’s costs, contingencies, and financing costs, and including amounts spent prior to FID under limited notices to proceed.

On September 9, 2025, we issued final notice to proceed to Bechtel under the EPC contract for Train 4.

Total expected capital costs for Train 4 are estimated to be approximately $6.7 billion, including estimated EPC costs, owner's costs, contingencies, financing costs, and other costs, including a payment to be made at the commencement of operations to the trains in commercial operation at such date for Train 4's proportionate share of the capital costs of the common facilities it will access, net of the capital cost of any common facilities constructed under the Train 4 EPC contract.

On October 16, 2025, we issued final notice to proceed to Bechtel under the EPC contract for Train 5.

Total expected capital costs for Train 5 are estimated to be approximately $6.7 billion, including estimated EPC costs, owner's costs, contingencies, financing costs, and other costs, including a payment to be made at the commencement of operations to the trains in commercial operation at such date for Train 5's proportionate share of the capital costs of the common facilities it will access, net of the capital cost of any common facilities constructed under the Train 5 EPC contract.

Natural Gas Transportation and Supply

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We believe our proximity to major reserve basins and shale plays, increasing pipeline capacity in the area, a significant amount of natural gas production and infrastructure investment, as well as our existing contacts and discussions with some of the largest regional operators, represent key elements of a comprehensive and effective feed gas strategy.

Final Investment Decision on Train 4

The Company has completed commercialization of Train 4 and has executed 20-year LNG SPAs totaling 4.6 MTPA of LNG with ADNOC, Aramco, and TotalEnergies in support of Train 4.

In June 2025, the Company finalized an EPC contract pricing refresh with Bechtel for Train 4 and related infrastructure.

Pricing validity under the EPC contract for Train 4 extends through September 15, 2025.

The Company launched the financing process for Train 4 in June 2025 and expects to finance construction of Train 4 using a combination of debt and equity funding at the project level.

The Company is in the process of entering into a term loan bank facility at Rio Grande LNG Train 4, LLC for the debt portion of the funding.

The Company's Phase 1 equity partners each have options to invest in Train 4 equity which, if exercised, would provide 60% of the equity funding required for Train 4.

The Company expects the Phase 1 equity partners to exercise their options to participate in Train 4 equity.

NextDecade currently expects to fund 40% of the equity commitments for Train 4, and to have an initial economic interest of 40% in Train 4, which will increase to 60% after its equity partners achieve certain returns on their investments in Train 4.

The Company is in the process of financing its equity capital for Train 4.

The Company expects to achieve a positive FID on Train 4 by mid-September 2025, subject to obtaining adequate financing.

Final Investment Decision on Train 5

The Company is also progressing Train 5 toward FID, and the commercialization process is underway for Train 5.

In May 2025, the Company announced a 20-year LNG SPA with JERA for 2.0 MTPA of LNG in support of Train 5.

The Company is targeting an additional 2.5 MTPA of long-term contracts to support a positive FID of Train 5.

In June 2025, the Company finalized an EPC contract with Bechtel for Train 5 and related infrastructure.

Pricing validity under the EPC contract for Train 5 extends through September 15, 2025.

The Company began the financing process for Train 5 in the second quarter of 2025 and expects to finance construction of Train 5 using a combination of debt and equity funding at the project level.

The Company expects to enter into bank facilities at Rio Grande LNG Train 5, LLC for the debt portion of the funding.

Certain of the Company’s Phase 1 equity partners have options to invest in Train 5 equity, which if exercised, would provide 50% of the equity funding required for Train 5.

Inclusive of these options, NextDecade currently expects to fund the balance of the equity commitments for Train 5, and to have an initial economic interest of up to 50% in Train 5, which will increase to up to 70% after its equity partners achieve certain returns on their investments in Train 5.

The Company continues to pursue financing for Train 5 and, subject to obtaining appropriate commercial support and financing, is targeting FID by mid-September 2025.

NextDecade Economic Interest in Trains 1 Through 5

Pursuant to a joint venture agreement with equity partners for ownership of Phase 1 at the Rio Grande LNG Facility, we expect to receive up to approximately 20.8% of distributions of available cash generated from Phase 1 operations, provided that a majority of the cash distributions to which we are otherwise entitled will be paid for any distribution period only after our equity partners receive an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made.

Pursuant to a joint venture agreement with equity partners for ownership of Train 4 at the Rio Grande LNG Facility, we expect to receive 40% of distributions of available cash generated from Train 4 operations, which will increase to 60% when the equity partners receive a certain return on their investments in Train 4.

Pursuant to a joint venture agreement with equity partners for ownership of Train 5 at the Rio Grande LNG Facility, we expect to receive 50% of distributions of available cash generated from Train 5 operations, which will increase to 70% when the equity partners receive a certain return on their investments in Train 5.

Development of Additional Liquefaction Capacity

The Company is developing and beginning the permitting process for additional liquefaction capacity at the Rio Grande LNG Facility site beyond Trains 1 through 5.

We are developing and advancing the permitting process for additional liquefaction capacity at the Rio Grande LNG Facility site.

Trains 6 through 8 are currently wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility site and adjacent to Trains 1 through 5.

The Company expects to pre-file an application with FERC for Train 6 in 2025 and a full application with FERC in early 2026.

The Company is evaluating multiple areas on the site for the development of Trains 7 and 8 and expects to provide an update on the expected permitting timeline for Trains 7 and 8 in 2025.

The Company expects to pre-file an application with FERC for Train 6 in 2025 and a full application with FERC in 2026.

The Company is evaluating multiple areas on the site for the development of Trains 7 and 8.

There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.

Governmental Permits, Approvals and Authorizations

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including FERC approval and DOE FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling up to 27 MTPA.

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including FERC approval and Department of Energy FTA and non-FTA authorizations.

In March 2025, the D.C.

Circuit Court 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.

Pursuant to the remand, FERC is to consider the issue of a supplemental Environmental Impact Statement (“SEIS”) in view of several executive orders issued since January 20, 2025.

In March 2025, the FERC issued a draft SEIS for the first five liquefaction trains at the Rio Grande LNG Facility, providing for a public comment period that ended on May 19, 2025.

Pursuant to the remand, FERC was to consider the issue of a supplemental Environmental Impact Statement (“SEIS”) in view of several executive orders issued since January 20, 2025.

In March 2025, the FERC issued a draft SEIS for the first five liquefaction trains at the Rio Grande LNG Facility.

In July 2025, the FERC issued a final SEIS for the first five liquefaction trains at the Rio Grande LNG Facility.

Based on its published schedule, FERC anticipates issuing a final order on the remand by November 20, 2025.

In August 2025, the FERC issued a final order on remand reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility.

In September 2025, a request for rehearing of the Remand Order was filed by certain intervenors and on October 30, 2025, the rehearing request was deemed denied by operation of law, rendering the Remand Order no longer appealable to FERC.

Corporate and Other Activities

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including construction of Phase 1 at the Rio Grande LNG Facility, the development of Trains 4 through 8, and the development of a potential CCS project at the Rio Grande LNG Facility.

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including the construction of Trains 1 through 5, the development of Trains 6 through 8, and evaluating the potential development of a CCS project at the Rio Grande LNG Facility.

Liquidity and Capital Resources

Following FID on Phase 1 and the project financing obtained by Rio Grande, NextDecade and Rio Grande operate with independent capital structures.

Although our sources and uses are presented from a consolidated standpoint, certain restrictions under debt and equity agreements limit the ability of NextDecade and Rio Grande to use and distribute cash.

Rio Grande is required to deposit all cash received under its debt agreements into restricted accounts.

The usage or withdrawal of such cash is restricted to the payment of obligations related to Phase 1 and other restricted payments, and such cash and capital resources are not available to service the obligations of NextDecade.

Following FID on Trains 1 through 5 and the project financing obtained by the Company's subsidiaries, Phase 1 LLC, Train 4 LLC, and Train 5 LLC (together, the "Rio Grande Project Entities") operate with independent capital structures.

Although our sources and uses are presented from a consolidated standpoint, certain restrictions under debt and equity agreements limit the ability of NextDecade and the Rio Grande Project Entities to use and distribute cash.

The Rio Grande Project Entities are required to deposit all

cash received under their respective debt agreements into restricted accounts.

The usage or withdrawal of such cash is restricted to the payment of obligations related to their respective trains and common infrastructure and other restricted payments, and such cash and capital resources are not available to service the obligations of NextDecade.

Phase 1 FID Rio Grande Financing

In connection with the FID on Phase 1 of the Rio Grande LNG Facility, Rio Grande obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500 million working capital facility, and closed a $700 million senior secured non-recourse private notes offering.

Rio Grande expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area and installation of utilities, and interest during construction and other financing costs.

Rio Grande has refinanced a total of over $1.85 billion of the original $11.1 billion Rio Grande term loan facilities into senior secured notes and loans since July 2023.

In April 2025, Rio Grande elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million.

In connection with the FID on Phase 1 at the Rio Grande LNG Facility, Phase 1 LLC obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500 million working capital facility, and closed a $700 million senior secured non-recourse private notes offering.

Phase 1 LLC expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area and installation of utilities, interest during construction and other financing costs, and and including amounts spent prior to FID under limited notices to proceed.

Phase 1 LLC has refinanced a total of over $1.85 billion of its original $11.1 billion term loan facilities since July 2023 through the issuance of senior secured notes and loans.

In April 2025, Phase 1 LLC elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million.

Train 4 FID Rio Grande Train 4 Financing

In connection with the FID on Train 4 at the Rio Grande LNG Facility, Train 4 LLC obtained approximately $2.8 billion in equity capital commitments, inclusive of commitments from NextDecade, and entered into a senior secured non-recourse bank credit facility of approximately $3.9 billion.

Train 4 LLC expects to utilize these capital resources to fund the total cost of Train 4 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner's costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

Train 5 FID Rio Grande Train 5 Financing

In connection with the FID on Train 5 at the Rio Grande LNG Facility, Train 5 LLC obtained approximately $2.6 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into a senior secured non-recourse bank credit facility of approximately $3.6 billion, and closed a $500 million senior secured non-recourse private notes offering.

Train 5 LLC expects to utilize these capital resources to fund the total cost of Train 5 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner's costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

Near Term Liquidity and Capital Resources of NextDecade Corporation

Prior to the FID on Phase 1 of the Rio Grande LNG Facility, our primary cash needs historically were funding development activities in support of the Rio Grande LNG Facility and our CCS projects, which included payments of initial direct costs of the Rio Grande site lease and expenses in support of engineering and design activities, regulatory approvals and compliance, commercial and marketing activities and corporate overhead.

Following the FID on Phase 1 of the Rio Grande LNG Facility, costs associated with the Phase 1 EPC agreements, Rio Grande site lease, and other Phase 1 related costs are being funded by debt and equity proceeds received by Rio Grande.

Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, nor do we expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating.

We intend to fund development activities for the foreseeable future with cash and cash equivalents on hand and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries.

There can be no assurance that we will succeed in selling equity or equity-based securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

Our current capital resources consist of approximately $158.5 million of cash and cash equivalents as of June 30, 2025.

Following the respective FIDs of Phase 1, Train 4 and Train 5, costs associated with the EPC agreements, Rio Grande site lease, and other Phase 1, Train 4, and Train 5 related costs are being funded by debt and equity proceeds received by the Rio Grande Project Entities.

Our primary corporate cash needs are capital contributions to Trains 4 and 5, development expenses for expansion projects and general and administrative expenses.

In connection with the FIDs of Train 4 and Train 5, we committed to make approximately $2.4 billion in equity capital contributions for Train 4 and 5 in the aggregate.

At the FIDs of Train 4 and Train 5, we used the net proceeds of the Super FinCo Loans and cash on hand to fund a portion of our equity commitments for Train 4 and Train 5.

We will fund the remainder of our equity commitments to Trains 4 and 5 using borrowings under the FinCo Credit Agreement.

At Train 4 FID, Train 4 LLC paid NextDecade LLC, our wholly owned subsidiary and the entity that manages the construction, commissioning and operation of the Rio Grande Facility on behalf of Phase 1, Train 4 and Train 5, $98 million, representing a $48 million development fee for activities prior to FID of Train 4 and a $50 million fee for services to be rendered by NextDecade LLC in support of Train 4.

Train 4 LLC will also pay NextDecade LLC an additional $50 million services fee in September 2026.

At Train 5 FID, Train 5 LLC paid NextDecade LLC $117 million, representing a $17 million development fee for activities prior to FID of Train 5 and a $100 million fee for services to be rendered by NextDecade LLC in support of Train 5.

Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, and we do not expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating.

We intend to fund development activities for the foreseeable future with our cash and cash equivalents on hand, the services fee due in September 2026 and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries.

There can be no assurance that we will succeed in selling such securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

Long Term Liquidity and Capital Resources of NextDecade Corporation

We will not receive significant cash flows from Phase 1 of the Rio Grande LNG Facility until it is operational, and the commercial operation date for the first train of Phase 1 is expected to occur in late 2027 based on the schedule under the EPC contracts.

Any future phases of development at the Rio Grande LNG Facility and CCS projects will similarly take an extended period of time to develop, construct and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future phases of development at the Rio Grande LNG Facility and any CCS projects will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries.

As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future phases of development and construction at the Rio Grande LNG Facility and any CCS projects, to bring them into operation on a commercially viable basis and to finance any required increases in staffing, operating and expansion costs during that process.

There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future phases of development and construction at the Rio Grande LNG Facility or complete any CCS projects or, if successful, that the capital we raise will not be expensive or

dilutive to stockholders.

We will not receive significant cash flows from liquefaction trains at the Rio Grande LNG Facility until they are operational, and the commercial operation date for the first train is expected to occur in late 2027 based on the guaranteed schedule under the EPC contracts.

Any future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will similarly take an extended period of time to develop, construct and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries.

As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future development and construction at the Rio Grande LNG Facility, to bring assets into operation on a commercially viable basis and to finance any required increases in staffing, operating and expansion costs during that process.

There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future development and construction at the Rio Grande LNG Facility or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.

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The following table summarizes the sources and uses of our cash for the periods presented (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Operating cash flows $ (148,741) (86,682)

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Financing cash flows 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

Cash, cash equivalents and restricted cash – end of period $ 744,674 $ 265,798

Cash used in operating activities for the six months ended June 30, 2025 increased by approximately $49.9 million compared to the same period in 2024 primarily due to higher pre-operational expenditures and working capital investments to support the commencement of operations at the Rio Grande LNG Facility.

Cash used in investing activities for the six months ended June 30, 2025 increased by approximately $157.0 million compared to the same period in 2024 primarily due to increased expenditures associated with the Rio Grande LNG Facility.

Cash provided by financing activities for the six months ended June 30, 2025 increased by approximately $362.6 million compared to the same period in 2024.

Cash used in operating activities for the nine months ended September 30, 2025 increased by approximately $62.1 million compared to the same period in 2024 primarily due to higher pre-operational expenditures and working capital investments to support the commencement of operations at the Rio Grande LNG Facility.

Cash used in investing activities for the nine months ended September 30, 2025 increased by approximately $1.0 billion compared to the same period in 2024 primarily due to increased expenditures associated with construction of the Rio Grande LNG Facility.

Cash provided by financing activities for the nine months ended September 30, 2025 increased by approximately $1.4 billion compared to the same period in 2024.

This was driven by an increase of approximately $217.3 million uptick in equity commitment receipts and the absence of approximately $1.3 billion of debt repayments in the current period.

These increases were partially offset by a $1.0 billion reduction in debt proceeds.

Results of Operations

The following table summarizes costs, expenses and other income for the periods indicated (in thousands):

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

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

2025 2024 2025 2024

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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, net (1,528) (1,066) 1,065 (2,127)

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

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

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

Net loss attributable to common stockholders was approximately $60.9 million, for the three months ended June 30, 2025 compared to net loss of $32.6 million during the same period in 2024.

The $28.3 million increase was primarily a result of the following:

• General and administrative expenses increased by approximately $18.1 million, principally reflecting incremental headcount additions to support the commencement of operations at the Rio Grande LNG Facility.

• Unrealized derivative gains decreased by approximately $83.9 million, primarily reflecting lower forward SOFR rates.

• Loss on debt extinguishment decreased approximately $31.0 million due to the lack of debt repayments during the current period.

• Due to the above changes, net income attributable to non-controlling interest during the three months ended June 30, 2025 decreased approximately $44.6 million as those activities are a component of Intermediate Holdings net income and loss.

Net loss attributable to common stockholders was approximately $149.7 million, for the six months ended June 30, 2025 compared to net loss of $4.2 million during the same period in 2024.

The $145.4 million increase was primarily a result of the following:

• General and administrative expenses increased by approximately $30.6 million, principally reflecting incremental headcount additions to support the commencement of operations at the Rio Grande LNG Facility.

• Unrealized derivative gains decreased by approximately $511.5 million, primarily reflecting lower forward SOFR rates.

Net loss attributable to common stockholders was approximately $109.5 million, for the three months ended September 30, 2025 compared to net loss of approximately $123.2 million during the same period in 2024.

The approximately $13.7 million decrease was primarily a result of the following:

• General and administrative expenses increased by approximately $22.5 million, principally reflecting higher share-based compensation expense recognized in connection with FID on Train 4 and incremental headcount additions to support the commencement of operations at the Rio Grande LNG Facility.

• The change in derivative (loss) gain of approximately $255.6 million was primarily driven by lower forward SOFR rates, which reduced the mark-to-market loss on the Company’s interest rate swap portfolio.

• Interest expense, net increased by approximately $22.7 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.

• Due to the above changes, net loss attributable to non-controlling interest for the three months ended September 30, 2025, decreased by approximately $194.6 million, reflecting the impact of derivative gains and interest expense recognized within Phase 1 Holdings, which are consolidated in the Company’s results.

Net loss attributable to common stockholders was approximately $259.2 million, for the nine months ended September 30, 2025 compared to net loss of approximately $127.4 million during the same period in 2024.

The approximately $131.7 million increase was primarily a result of the following:

• General and administrative expenses increased by approximately $53.1 million, principally reflecting higher share-based compensation expense recognized in connection with FID on Train 4 and incremental headcount additions to support the commencement of operations at the Rio Grande LNG Facility.

• The change in derivative (loss) gain of approximately $255.9 million for the nine months ended September 30, 2025, was primarily driven by lower forward SOFR rates, which increased the fair-value loss on the Company’s interest rate swap portfolio.

• Loss on debt extinguishment decreased approximately $38.4 million due to the lack of debt repayments during the current period.

• Due to the above changes, net income attributable to non-controlling interest during the six months ended June 30, 2025 decreased approximately $359.5 million as those activities are a component of Intermediate Holdings net income and loss.

• Interest expense, net increased by approximately $27.3 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.

• Due to the above changes, net loss attributable to non-controlling interest for the nine months ended September 30, 2025, increased by approximately $164.9 million, reflecting the impact of derivative losses and interest expense recognized within Phase 1 Holdings, which are consolidated in the Company’s results.

Summary of Critical Accounting Estimates

There were no changes made by management to the critical accounting policies in the three months ended June 30, 2025.

There were no changes made by management to the critical accounting policies in the three months ended September 30, 2025.

Please refer to the Summary of Critical Accounting Estimates section within MD&A and Note 2 to the consolidated financial statements of our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of our critical accounting estimates and accounting policies.

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 2. Management’s Discussion and Analysis