Item 1. Financial Statements
Item 1. Financial Statements.
NextDecade Corporation
Consolidated Balance Sheets (1)
(in thousands, except per share data, unaudited)
September 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 209,402 $ 148,137
Restricted cash 535,272 244,625
Derivatives 9,680 16,867
Prepaid expenses and other current assets 10,465 2,943
Total current assets 764,819 412,572
Property, plant and equipment, net 8,470,021 5,020,003
Operating lease right-of-use assets 163,577 166,082
Deferred financing fees 244,521 317,788
Derivatives 329,532 472,057
Other non-current assets 36,349 15,557
Total assets $ 10,008,819 $ 6,404,059
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 428,860 $ 244,642
Operating leases 3,296 2,881
Accrued and other current liabilities 761,817 347,561
Total current liabilities 1,193,973 595,084
Debt, net 6,609,434 3,920,425
Operating leases 143,260 144,164
Other non-current liabilities 85,805 —
Total liabilities 8,032,472 4,659,673
Commitments and contingencies (Note 10)
Stockholders’ equity
Common stock, $ 0.0001 par value, 480.0 million authorized: 264.4 million and 260.2 million outstanding, respectively
26 26
Treasury stock: 4.7 million shares and 3.1 million respectively, at cost
( 36,478 ) ( 20,916 )
Preferred stock, $ 0.0001 par value, 0.5 million authorized: none outstanding
— —
Additional paid-in-capital 903,614 852,054
Accumulated deficit ( 712,677 ) ( 453,523 )
Total stockholders’ equity 154,485 377,641
Non-controlling interest 1,821,862 1,366,745
Total equity 1,976,347 1,744,386
Total liabilities and equity $ 10,008,819 $ 6,404,059
(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.
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NextDecade Corporation
Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenues $ — $ — $ — $ —
Operating expenses:
General and administrative expense 66,105 43,598 163,096 110,005
Development expense 2,881 2,386 4,436 7,304
Depreciation and amortization expense 2,977 3,172 9,097 9,498
Other — — 3,518 —
Total operating expenses 71,963 49,156 180,147 126,807
Total operating loss ( 71,963 ) ( 49,156 ) ( 180,147 ) ( 126,807 )
Other (expense) income:
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 (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 )
Less: 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 )
Net loss per common share — basic and diluted $ ( 0.42 ) $ ( 0.47 ) $ ( 0.99 ) $ ( 0.49 )
Weighted average shares outstanding — basic and diluted 262,581 259,379 261,298 257,981
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statement of Stockholders’ Equity
(in thousands, unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Total stockholders' equity, beginning balances $ 1,865,524 $ 1,278,784 $ 1,744,386 $ 740,434
Common stock 26 26 26 26
Treasury Stock:
Beginning balance ( 21,007 ) ( 14,367 ) ( 20,916 ) ( 14,214 )
Shares repurchased related to share-based compensation ( 15,471 ) ( 6,424 ) ( 15,562 ) ( 6,577 )
Ending balance ( 36,478 ) ( 20,791 ) ( 36,478 ) ( 20,791 )
Additional paid-in-capital:
Beginning balance 884,656 804,185 852,054 693,883
Share-based compensation 13,050 4,984 26,884 13,967
Receipt of equity commitments 5,908 3,172 14,088 97,343
Exercise of common stock warrants — 1,422 2,827 8,570
Warrants issued in connection with Debt (Note 6) — — 7,761 —
Ending balance 903,614 813,763 903,614 813,763
Accumulated deficit:
Beginning balance ( 603,195 ) ( 396,002 ) ( 453,523 ) ( 391,772 )
Net loss ( 109,482 ) ( 123,199 ) ( 259,154 ) ( 127,429 )
Ending balance ( 712,677 ) ( 519,201 ) ( 712,677 ) ( 519,201 )
Total stockholders' equity 154,485 273,797 154,485 273,797
Non-controlling interest:
Beginning balance 1,605,044 884,942 1,366,745 452,511
Receipt of equity commitments 292,092 156,868 696,579 395,990
Net (loss) income ( 75,274 ) ( 269,876 ) ( 241,462 ) ( 76,567 )
Ending balance 1,821,862 771,934 1,821,862 771,934
Total equity, ending balances $ 1,976,347 $ 1,045,731 $ 1,976,347 $ 1,045,731
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statements of Cash Flows
(in thousands, unaudited)
Nine Months Ended September 30,
2025 2024
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
Share-based compensation expense 26,884 13,832
Derivative loss (gain) 217,684 ( 38,206 )
Derivative settlements 15,986 45,231
Amortization of leases 7,735 3,659
Loss on extinguishment of debt 9,160 47,573
Corporate fixed asset retirements 3,518 —
Amortization of debt issuance costs 51,931 49,069
Interest elected to be paid-in-kind 18,754 —
Other ( 203 ) 2,321
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 1,316 767
Accounts payable 13,339 3,260
Operating leases ( 5,676 ) ( 1,631 )
Accrued expenses and other liabilities ( 9,952 ) ( 9,878 )
Net cash used in operating activities ( 148,741 ) ( 86,682 )
Investing activities:
Acquisition of property, plant and equipment ( 2,859,338 ) ( 1,873,194 )
Acquisition of other non-current assets ( 20,792 ) ( 6,404 )
Net cash used in investing activities ( 2,880,130 ) ( 1,879,598 )
Financing activities:
Proceeds from debt issuance 2,762,500 2,798,890
Receipt of equity commitments 710,667 493,333
Repayment of debt — ( 1,282,000 )
Costs associated with repayment of debt — ( 13,423 )
Debt issuance costs ( 76,822 ) ( 52,623 )
Shares repurchased related to share-based compensation ( 15,562 ) ( 6,577 )
Net cash provided by financing activities 3,380,783 1,937,600
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
Balance per Consolidated Balance Sheets:
September 30, 2025
Cash and cash equivalents $ 209,402
Restricted cash 535,272
Total cash, cash equivalents and restricted cash $ 744,674
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — General
Nature of Operations
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. 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”). 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. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2024. In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included. The results of operations for the three and 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. The reclassifications did not have a material effect on the Company’s financial position, results of operations or cash flows.
Note 2 — Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
September 30, 2025 December 31, 2024
Rio Grande LNG Facility under construction $ 8,464,357 $ 5,009,239
Corporate and other 8,163 12,742
Total property, plant and equipment, at cost 8,472,520 5,021,981
Less: accumulated depreciation ( 2,499 ) ( 1,978 )
Total property, plant and equipment, net $ 8,470,021 $ 5,020,003
Note 3 — Derivatives
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
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
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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 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
2026 9,822
2027 9,865
2028 9,910
2029 9,654
Thereafter 189,588
Total undiscounted lease payments 230,752
Discount to present value ( 84,196 )
Present value of lease liabilities $ 146,556
Weighted average remaining lease term — years 25.8
Weighted average discount rate — percent 4.2
Note 5 — Accrued Liabilities and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):
September 30, 2025 December 31, 2024
Rio Grande LNG Facility costs $ 709,535 $ 276,137
Accrued interest 9,002 40,911
Employee compensation expense 13,594 13,425
Taxes 12,197 2,862
Other accrued liabilities 17,489 14,226
Total accrued and other current liabilities $ 761,817 $ 347,561
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Note 6 — Debt
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
$ 700,000 $ 700,000
6.85 % Senior Secured Notes due 2047
190,000 190,000
6.58 % Senior Secured Notes due 2047
1,115,000 1,115,000
6.72 % Senior Secured Loans due 2033
356,000 356,000
7.11 % Senior Secured Loans due 2047
251,000 251,000
CD Credit Facility 2,967,000 1,022,000
TCF Credit Facility 413,000 226,000
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
600,000 —
Total debt 6,835,754 4,035,000
Unamortized debt issuance costs ( 226,320 ) ( 114,575 )
Total debt, net $ 6,609,434 $ 3,920,425
(1) Includes paid-in-kind interest of approximately $ 18.8 million.
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
Total Facility Size $ 250,000 $ 8,448,000 $ 800,000
Less:
Outstanding balance — 2,967,000 413,000
Letters of credit issued 74,387 — —
Available commitment $ 175,613 $ 5,481,000 $ 387,000
Priority ranking Senior secured Senior secured Senior secured
Interest rate on outstanding balance SOFR + 2.25 %
SOFR + 2.25 %
SOFR + 2.25 %
Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 %
Maturity Date 2030 2030 2030
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
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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 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 elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50 % as paid-in-kind interest of each interest payment date thereafter.
The Company may prepay the principal of the Corporate Credit Agreement, plus any unpaid interest, as follows:
Prepayment Prior To % of Principal
December 31, 2026 (1)
100.0 %
December 31, 2027 105.0 %
December 31, 2028 102.5 %
December 31, 2030 100.0 %
(1) Prepayment prior to December 31, 2026 would require an additional make whole premium.
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
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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 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.
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Interest Expense
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 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 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 )
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):
September 30, 2025 December 31, 2024
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
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.
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September 30, 2025 December 31, 2024
Assets
Current assets:
Restricted cash $ 473,934 $ 244,625
Derivatives 9,204 16,867
Prepaid expenses and other current assets 6,433 1,084
Total current assets 489,571 262,576
Property, plant and equipment, net 8,461,984 5,007,345
Operating lease right-of-use assets 151,086 153,679
Deferred financing fees 242,297 317,788
Derivatives 329,532 472,057
Other non-current assets 21,441 15,407
Total assets $ 9,695,911 $ 6,228,852
Liabilities
Current liabilities:
Accounts payable $ 419,781 $ 242,689
Accrued liabilities and other current liabilities 734,861 321,162
Operating lease 2,722 2,649
Total current liabilities 1,157,364 566,500
Operating lease 127,202 129,253
Derivatives 79,298 —
Debt, net 5,849,000 3,788,802
Total liabilities $ 7,212,864 $ 4,484,555
Note 8 — Stockholders’ Equity
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 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 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
The Company has granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants under the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). Upon the vesting of Restricted Stock, shares of common stock are released to the grantee.
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.
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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
Legal Proceedings
From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of 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):
Nine Months Ended September 30,
2025 2024
Interest payments classified as operating activities $ 46,339 $ 32,018
Accounts payable for acquisition of property, plant and equipment 412,574 218,313
Accruals for acquisition of property, plant and equipment 716,208 307,652
Non-cash settlement of warrant liabilities 2,827 8,571
Corporate fixed asset retirements 879 1,256
Accrued liabilities for debt and equity issuance costs 8,839 —
Reclassification from other non-current assets to property, plant and equipment — 1,867
Note 12 — Subsequent Events
Train 5
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.
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