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Item 8. Financial Statements and Supplementary Data

2026-03-02 compared with 2025-02-28 · 326 added, 259 removed, 401 unchanged (59% of the section changed)

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NextDecade Corporation and Subsidiaries

Report s of Independent Registered Public Accounting Firm (PCAOB ID Number 185 )

Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 185 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

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Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of NextDecade Corporation and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of NextDecade Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and financial statement schedule 1 (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

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These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Fair value of interest rate swaps agreements

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company recorded a derivatives asset of $488.9 million related to the fair value of level 2 interest rate swaps agreements, which were classified as Level 2 in the fair value hierarchy as of December 31, 2024.

The interest rate swaps agreements were valued 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.

As discussed in Notes 2 and 7 to the consolidated financial statements, the Company recorded a noncurrent derivatives asset of $532.2 million, current derivatives liability of $6.4 million and noncurrent derivatives liability of $85.9 million related to the fair value of level 2 interest rate swaps agreements, which were classified as Level 2 in the fair value hierarchy as of December 31, 2025.

The interest rate swaps agreements were valued using an income-based approach based on observable inputs to the valuation model including SOFR forward curves.

We identified the assessment of the fair value of the interest rate swaps agreements as a critical audit matter.

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We involved valuation professionals with specialized skills and knowledge, who assisted in developing an independent expectation of the fair value of the interest rate swap agreements and comparing such expectation to the Company’s estimate of fair value.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Evaluation of the Company's ability to continue as a going concern

As discussed in Notes 1 and 7 to the consolidated financial statements, the Company has historically generated negative cash flows from operations and has an accumulated deficit of $453.5 million as of December 31, 2024.

The Company entered into a credit agreement on December 31, 2024, and as of December 31, 2024, had $148.1 million in cash and cash equivalents, which the Company expects will fund its planned operations and development activities for more than one year after the date the consolidated financial statements are issued.

We identified the evaluation of the Company’s assessment of its ability to continue as a going concern as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate whether existing conditions and events may raise substantial doubt about the Company’s ability to continue as a going concern for more than one year after the date the consolidated financial statements are issued.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s going concern assessment, including controls related to its evaluation of whether existing conditions and events may raise substantial doubt.

We compared the Company’s historical budgeted expenditures to actual results to assess whether the cash and cash equivalents on hand are sufficient to fund the Company’s planned operations and development activities for more than one year after the date the consolidated financial statements are issued.

We inspected certain of the Company’s contractual agreements to evaluate potential future commitments.

We assessed the Company’s disclosures related to its going concern assessment by comparing the disclosures to the audit evidence obtained.

We have served as the Company’s auditor since 2024.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes and financial statement schedule 1 (collectively, the consolidated financial statements), and our report dated February 27, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of NextDecade Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the consolidated balance sheet of NextDecade Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 (not presented herein), and the related consolidated statements of operations, changes in equity, and cash flows for the year then ended, and the related notes and financial statement schedules included under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

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We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

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Houston, Texas

March 11, 2024 (except for Note 2, Segments, as to which the date is February 27, 2025)

March 11, 2024 (except for Note 2, Segments, as to which the date is February 27, 2025, and financial statement schedules at Item15(a)(2), as to which the date is February 27, 2026)

NextDecade Corporation

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Restricted cash 563,306 244,625

Derivatives 16,867 17,958

Prepaid expenses and other current assets 10,961 19,810

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Accounts payable $ 443,947 $ 244,642

Operating lease liabilities 2,881 3,143

Operating leases 3,883 2,881

Accrued and other current liabilities 888,200 347,561

Total current liabilities 1,336,030 595,084

Operating lease liabilities 144,164 145,962

Derivative liability — 66,899

Debt, net 8,510,925 3,920,425

Other non-current liabilities — 1,818

Operating leases 142,266 144,164

Derivatives 135,520 —

Total liabilities 10,124,741 4,659,673

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Total liabilities and equity $ 12,425,828 $ 6,404,059

(1) Amounts presented include balances held by our consolidated variable interest entity, Intermediate Holdings, as further discussed in Note 8, Variable Interest Entity .

(1) Amounts presented include balances held by our consolidated variable interest entities, Phase 1 Holdings, Train 4 Holdings and Train 5 Holdings, as further discussed in Note 8 — Variable Interest Entities .

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

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Year Ended December 31,

2025 2024 2023

Revenues $ — $ — $ —

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Development expense 8,006 8,260 4,891

Lease expense 10,775 6,141

Depreciation expense 1,931 168

Depreciation and amortization expense 12,122 12,706 6,309

Other 3,518 — —

Total operating expenses 225,931 171,075 122,668

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Other income (expense):

Derivative gain (loss), net 586,541 ( 44,803 )

Interest expense, net of capitalized interest ( 87,539 ) ( 50,285 )

Loss on debt extinguishment ( 49,314 ) ( 9,531 )

Other (expense) income, net ( 1,166 ) 5,647

Derivative (loss) gain, net ( 11,006 ) 586,541 ( 44,803 )

Interest expense ( 170,011 ) ( 87,539 ) ( 50,285 )

Loss on debt extinguishment and modification cost ( 30,138 ) ( 49,314 ) ( 9,531 )

Other income (expense), net 7,449 ( 1,166 ) 5,647

Total other income (expense) ( 203,706 ) 448,522 ( 98,972 )

Net income (loss) attributable to NextDecade Corporation 277,447 ( 221,640 )

net income (loss) attributable to non-controlling interest 339,198 ( 59,379 )

Net (loss) income ( 429,637 ) 277,447 ( 221,640 )

net (loss) income attributable to non-controlling interest ( 123,203 ) 339,198 ( 59,379 )

preferred stock dividends — — 20,484

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NextDecade Corporation

Consolidated Statement of Stockholders’ Equity and Convertible Preferred Stock

Consolidated Statements of Changes in Equity

(in thousands)

Year Ended December 31,

2025 2024 2023

Total stockholders’ equity, beginning balance $ 1,744,386 $ 740,434 $ 54,371

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Exercise of common stock warrants 2,827 8,571 —

Sale of equity in Intermediate Holdings — ( 252,882 )

Sale of equity in Phase 1 Holdings — — ( 252,882 )

Warrants issued in connection with Debt (Note 6 )

7,761 28,595 —

Reclassification of the Warrants (Note 6 )

( 28,181 ) — —

Preferred stock dividends — — ( 20,484 )

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Receipt of equity commitments 962,207 575,036 —

Sale of equity in Intermediate Holdings — 511,890

Net income (loss) 339,198 ( 59,379 )

Sale of equity in Phase 1 Holdings — — 511,890

Net (loss) income ( 123,203 ) 339,198 ( 59,379 )

Ending balance 2,205,749 1,366,745 452,511

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Year Ended December 31,

2025 2024 2023

Operating activities:

Net income (loss) attributable to NextDecade Corporation $ 277,447 $ ( 221,640 )

Net (loss) income $ ( 429,637 ) $ 277,447 $ ( 221,640 )

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

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Share-based compensation expense 39,211 19,907 26,553

Loss on common stock warrant liabilities 2,888 1,879

Derivative (gain) loss 11,006 ( 586,541 ) 44,803

Derivative settlements 21,267 48,676 4,138

Amortization of right-of-use assets 4,745 2,980

Gain on sale of assets — ( 5,712 )

Amortization of leases 10,337 4,745 2,980

Loss on debt extinguishment and modification cost 30,138 49,314 9,531

Amortization of debt issuance costs 80,470 65,336 41,390

Loss on extinguishment of debt 49,314 9,531

Interest elected to be paid-in-kind 25,851 — —

Other 3,354 3,481 22,599

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Accounts payable 2,170 ( 2,222 ) 4,057

Operating lease liabilities ( 2,060 ) ( 179 )

Operating leases ( 7,639 ) ( 2,060 ) ( 179 )

Accrued expenses and other liabilities 46,241 25,255 ( 7,080 )

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Debt and equity issuance costs ( 313,483 ) ( 72,801 ) ( 494,270 )

Debt modification costs ( 15,611 ) — —

Preferred stock dividends — — ( 53 )

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Cash, cash equivalents and restricted cash – end of period $ 707,088 $ 392,762 $ 294,478

Year Ended December 31,

Cash and cash equivalents $ 148,137 $ 38,241

Restricted cash 244,625 256,237

Total cash, cash equivalents and restricted cash per Consolidated Balance Sheet $ 392,762 $ 294,478

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

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Note 1 — Background and Basis of Presentation

NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG and the capture and storage of CO 2 emissions.

We are constructing 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 five liquefaction trains and LNG exports totaling 27 million tonnes per annum (“MTPA”).

The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction while liquefaction trains 4 and 5 are currently being commercialized.

We are also developing and seeking to commercialize potential carbon capture and storage (“CCS”) projects.

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.

On August 6, 2024, the U.S.

Court of Appeals for the D.C.

Circuit (the “Court”) issued a decision vacating the FERC’s reauthorization of the Rio Grande LNG Facility on the grounds that the FERC should have issued a supplemental Environmental Impact Statement (“EIS”) during its remand process.

The Court’s decision will not be effective until the Court has issued its mandate, which is not expected to occur until after the appeals process has been completed.

At this time, construction continues on Phase 1 at the Rio Grande LNG Facility.

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”).

Construction of Trains 1–3 (“Phase 1”) by Phase 1 LLC commenced in July 2023.

Subsequently, Train 4 LLC and Train 5 LLC reached final investment decisions (“FID”) and commenced construction on September 9, 2025, and October 16, 2025, respectively, for the fourth and fifth liquefaction trains.

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.

Basis of Presentation

Our Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

The Consolidated Financial Statements include the accounts of the Company, its controlled subsidiaries and variable interest entities when it is deemed to be the primary beneficiary.

All intercompany accounts and transactions have been eliminated in consolidation.

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The reclassifications did not have a material effect on the Company’s financial position, results of operations or cash flows.

In the fourth quarter we changed the presentation of certain amounts previously presented as additional paid-in-capital to be presented as non-controlling interest, which did not change total equity or otherwise materially change the consolidated financial statements.

The Company's consolidated financial statements have been prepared assuming it will continue as a going concern.

The going concern assumption contemplates the continuity of operations, and the realization of assets and the satisfaction of liabilities in the ordinary course of business.

The Company has generated negative cash flows from operations and has an accumulated deficit as of December 31, 2024.

The Company believes the conditions and events, which previously raised substantial doubt about its ability to continue as a going concern, no longer exist following the execution of the credit agreement (the “Corporate Credit Agreement”), as disclosed in Note 7 – Debt.

Accordingly, its current cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months after the date the consolidated financial statements are issued.

Note 2 — Summary of Significant Accounting Policies

Variable Interest Entities (“VIEs”) and Non-Controlling Interests

The Company makes a determination at the inception of each arrangement whether an entity in which the Company has made an investment, sold equity in a subsidiary or in which it has other variable interests is considered a VIE.

Generally, an entity is a VIE if either (1) the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, (2) the entity's investors lack any characteristics of a controlling financial interest or (3) the entity was established with non-substantive voting rights.

The Company consolidates VIEs when it is deemed to be the primary beneficiary.

The primary beneficiary of a VIE is generally the party that has the power to make decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that in either case, could be potentially significant to the VIE.

When the Company consolidates an entity, 100% of the assets, liabilities, revenues and expenses of the entity are included in the Company's Consolidated Financial Statements.

For those consolidated entities in which the Company owns less than 100%, the Company records a non-controlling interest as a component of equity in the Consolidated Balance Sheets, which represent the third party ownership in the net assets of the respective consolidated subsidiary.

Additionally, the portion of the net income or loss attributable to the non-controlling interest is reported as net loss attributable to non-controlling interest on the Consolidated Statements of Operations.

NextDecade Corporation

Notes to Consolidated Financial Statements

The Company consolidates entities in which it has a controlling financial interest, which includes VIEs where the Company is the primary beneficiary.

The primary beneficiary is the party that has the power to direct the activities that most significantly affect the VIE’s economic performance and the obligation to absorb losses or right to receive benefits that could be significant to the VIE.

When the Company consolidates an entity, 100% of the assets, liabilities, and results of operations are included in the Consolidated Financial Statements.

Non-controlling interests represent the portion of equity and net income or loss attributable to third-party owners.

Use of Estimates

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We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Restricted cash on our Consolidated Balance Sheets.

Restricted cash consists of cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements.

Our restricted cash is primarily restricted for the payments of liabilities related to the Rio Grande LNG Facility in accordance with certain of our debt arrangements.

Property, Plant and Equipment

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Management tests property, plant and equipment for impairment whenever there are indicators that the carrying amount of property, plant and equipment might not be recoverable.

Interest costs incurred during the construction phase of the Rio Grande LNG Facility are capitalized as part of the cost of the asset.

Capitalization ceases when the asset is substantially complete and ready for its intended use.

Derivative Instruments

The Company uses derivative instruments to hedge its exposure to cash flow variability from interest rate risk.

The Company has derivative instruments primarily to hedge its exposure to cash flow variability from interest rate risk.

Derivative instruments are recorded at fair value and included in the Consolidated Balance Sheets as current or non-current assets or liabilities depending on the derivative position and the expected timing of settlement.

The Company determines if a contractual arrangement represents or contains a lease at inception.

Operating leases with lease terms greater than twelve months are included in Operating lease right-of-use assets and Operating lease liabilities in the Consolidated Balance Sheets.

Operating lease right-of-use assets and lease liabilities are recognized at the commencement date based on the present value of the future lease payments over the lease term.

The Company utilizes its incremental borrowing rate in determining the present value of the future lease payments.

The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment.

The right-of-use assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company has lease arrangements that include both lease and non-lease components.

The Company accounts for non-lease components separately from the lease component.

The Company determines the accounting classification of warrants that are issued, as either liability or equity, by first assessing whether the warrants meet liability classification in accordance with Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity (“ASC 480”), and then in accordance with ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”).

Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the issuer to settle the warrants or the underlying shares by paying cash or other assets, or must or may require settlement by issuing a variable number of shares.

If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require the issuer to settle the contract for cash or a variable number of shares are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature.

If the warrants do not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the warrants are indexed to our common stock and whether the warrants are classified as equity under ASC 815-40 or other applicable GAAP.

After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity.

Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes

The Company determines if a contractual arrangement is or contains a lease at inception.

When an arrangement is or contains a lease, we classify the lease as either an operating or finance lease.

Operating and finance lease right-of-use assets and lease liabilities are

NextDecade Corporation

Notes to Consolidated Financial Statements

in fair value after the issuance date recorded in the statements of operations as a gain or loss.

Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

recognized on our Consolidated Balance Sheets at the commencement date based on the present value of future lease payments.

The Company discounts future lease payments using its incremental borrowing rate based on the information available at the commencement date.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

Leases with an initial lease term of twelve months or less and that do not include an option to purchase the underlying asset that we are reasonably certain to exercise are not recognized on the Consolidated Balance Sheets and are expensed on a straight-line basis.

Warrants are classified as equity unless they contain provisions that require liability classification, such as mandatory redemption, cash settlement, or variable share issuance features.

Liability-classified warrants are recorded at fair value on the issuance date and remeasured to fair value at each reporting period, with changes recognized in the Consolidated Statements of Operations.

Equity-classified warrants are recorded at fair value on the issuance date and are not subsequently remeasured.

Discounts, fees and expenses incurred with the issuance of debt are amortized over the term of the debt.

These amounts are presented as a reduction of our indebtedness on the accompanying Consolidated Balance Sheets.

Amounts related to undrawn commitments are presented as an asset and included in Deferred financing fees on the accompanying Consolidated Balance Sheets.

All other amounts are presented on the accompanying Consolidated Balance Sheets as a reduction of our indebtedness.

See Note 6 — Debt , for additional details.

Fair Value of Financial Instruments

The Company uses three levels of the fair value hierarchy of inputs to measure the fair value of an asset or a liability.

The Company categorizes the inputs used to measure the fair value of an asset or a liability into three levels.

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

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Level 3 inputs are inputs that are not observable in the market.

The Company is subject to all three levels of the fair value hierarchy.

Net Loss Per Share

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Share-based Compensation

We recognize share-based compensation at fair value on the date of grant.

The fair value is recognized as expense over the requisite service period using the straight-line method.

For equity-classified share-based compensation awards, compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured.

The fair value is recognized as expense, net of any capitalization, using the straight-line basis for awards that vest based on service conditions and using the graded-vesting attribution method for awards that vest based on performance conditions.

The Company measures share-based compensation at fair value on the date of grant.

For equity-classified awards, compensation cost is based on the grant-date fair value using the quoted market price of our common stock and is not subsequently remeasured.

The fair value is recognized as expense, net of any capitalization, using the straight-line basis for awards that vest based on service conditions and the graded-vesting attribution method for awards that vest based on performance conditions.

We estimate the service periods for performance awards utilizing a probability assessment based on when we expect to achieve the performance conditions.

For liability classified share-based compensation awards, compensation cost is initially recognized on the grant date using estimated payout levels.

Compensation cost is subsequently adjusted quarterly to reflect the updated estimated payout levels based on the changes in our stock price.

We account for forfeitures as they occur.

Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the tax basis of assets and liabilities and their reported amounts in the Consolidated Financial Statements.

Deferred tax assets and liabilities are included in the Consolidated Financial Statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.

We account for income taxes using the asset and liability method.

Current income taxes are the amount of income taxes payable or refundable for the year based on taxable income or loss.

Deferred income taxes reflect the future tax consequences of temporary differences between the carrying amounts in the Consolidated Financial Statements and the tax bases of assets and liabilities, as well as net operating loss carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which the related temporary differences are expected to reverse.

As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the current period’s provision for income taxes.

A valuation allowance is recorded to reduce the carrying value of our net deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will expire before realization of the benefit or future deductibility is not probable.

A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that some or all of the deferred tax assets will not be realized.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position.

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As such, for purposes of financial reporting under U.S.

GAAP during the years ended December 31, 2024 and 2023, the Company operated as a single operating segment.

GAAP, the Company operates as a single operating segment.

As the Company is a single operating segment, our segment profit or loss, assets and expenditures for additions to long-lived assets are reported as part of our consolidated financial statements.

The Company does not currently generate revenues, and it is not expected to until Phase 1 operations commence.

The Company has adopted ASU 2023-07, “ Segment Reporting (Topic 280) ”, effective retrospectively for the year ended December 31, 2024.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies that are adopted by the Company as of the specified effective date.

Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

NextDecade Corporation

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Total property, plant and equipment, net $ 10,568,311 $ 5,020,003

Note 4 — Derivatives

In July 2023, Rio Grande entered into interest rate swaps agreements (the “Swaps”) to protect against interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 7 — Debt .

In June 2024, Rio Grande reduced the maximum notional amount associated with the Swaps by approximately $ 583.1 million, which resulted in a realized derivative gain of $ 30.9 million.

As of December 31, 2024, Rio Grande has the following Swaps outstanding (in thousands):

Initial Notional Amount Maximum Notional Amount Maturity (1)

Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received

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

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

The Swaps are not designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations.

The Company values the Swaps using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data.

The fair value of the Swaps is approximately $ 488.9 million as of December 31, 2024, and is classified as Level 2 in the fair value hierarchy.

Note 4 — Leases

The Company commenced the Rio Grande LNG Facility site lease on July 12, 2023 and it has an initial term of 30 years.

The Company has the option to renew and extend the term of the lease for up to two consecutive renewal periods of ten years each, but as the Company is not reasonably certain that those options will be exercised, none are recognized as part of our right of use assets and lease liabilities.

The Company has also entered into an office space lease which expires on December 31, 2035, and does not include any options for renewal.

For the years ended December 31, 2024 and 2023, our operating lease costs were $ 10.8 million and $ 6.1 million, respectively.

NextDecade Corporation

Notes to Consolidated Financial Statements

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.

The Company has also entered into an office space lease which expires on December 31, 2035, and it does not include any options for renewal.

Additionally, the Company has entered into certain time charter agreements with vessel owners to provide shipping capacity for LNG sales related to its delivered ex-ship sales and purchase agreements, as well as expected commissioning and portfolio volumes.

These lease arrangements are expected to commence in 2026 upon delivery of the vessels.

For the years ended December 31, 2025, 2024 and 2023, our operating lease costs were $ 10.3 million, $ 10.8 million and $ 6.1 million, respectively.

Maturity of operating lease liabilities as of December 31, 2025 are as follows (in thousands, except lease term and discount rate):

7 unchanged sentences

Year Ended December 31,

2025 2024 2023

Operating cash flows for amounts paid included in the measurement of operating lease liabilities $ 7,639 $ 8,022 $ 3,122

Noncash right-of-use assets recorded for new operating lease liabilities during the period 748 — 147,727

NextDecade Corporation

Notes to Consolidated Financial Statements

Note 5 — Accrued and Other Current Liabilities

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

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

Rio Grande LNG Facility costs $ 769,137 $ 276,137

3 unchanged sentences

Total accrued and other current liabilities $ 888,200 $ 347,561

NextDecade Corporation

Notes to Consolidated Financial Statements

Note 6 — Debt

Debt consisted of the following (in thousands):

Senior Secured Notes and Loans:

Debt, net consisted of the following (in thousands):

Phase 1 LLC Debt:

6.67 % Senior Secured Notes due 2033

1 unchanged sentence

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

2 unchanged sentences

251,000 251,000

Total Senior Secured Notes and Loans 2,612,000 1,307,000

CD Credit Agreement

3,708,000 1,022,000

TCF Credit Agreement

485,000 226,000

Total Phase 1 LLC Debt 6,805,000 3,860,000

Train 4 LLC Debt:

Train 4 LLC Credit Agreement

Train 5 LLC Debt:

6.56 % Senior Secured Notes due 2050

13.00 % Super FinCo Term Loan due 2031

12.00 % Corporate Credit Agreement due 2030

Credit Facilities:

CD Senior Working Capital Facility — —

CD Credit Facility 1,022,000 484,000

TCF Credit Facility 226,000 59,000

Total Credit Facilities 1,248,000 543,000

8.00 % A&R Corporate Credit Agreement due 2030 - Series A

13.50 % A&R Corporate Credit Agreement due 2030 - Series B

Total debt 8,827,368 4,035,000

Unamortized debt issuance costs ( 316,443 ) ( 114,575 )

Total debt, net $ 3,920,425 $ 1,816,301

Senior Secured Notes and Loans

The 6.67 % Senior Secured Notes, 6.85 % Senior Secured Notes and 6.58 % Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72 % Senior Secured Loans and 7.11 % Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Rio Grande, ranking senior in right of payment to any and all of Rio Grande’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Rio Grande’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans.

The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Rio Grande and substantially all of Rio Grande’s assets, on a pari passu basis with the CD Credit Agreement and the TCF Credit Facility.

Corporate Credit Agreement

On December 31, 2024, Super Holdings, a wholly-owned subsidiary of the Company, entered into a credit agreement (the “Corporate Credit Agreement”) to borrow an aggregate principal amount of $ 175.0 million.

The Corporate Credit Agreement matures on December 31, 2030 and bears a fixed annual interest rate of 12.0 % which is payable quarterly.

The Company may elect to add to the outstanding principal as paid-in-kind interest with respect to the first eight interest payment dates and may elect 50 % as paid-in-kind interest of each interest payment date thereafter.

The Company may prepay the principal of the Corporate Credit Agreement, plus any unpaid interest, as follows:

Prepayment Prior To (1)

% of Principal

December 31, 2026 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, we issued to the lender warrants to purchase 7.2 million shares of our common stock (the “Warrants”).

The relative fair value of the Warrants of approximately $ 28.6 million has been recognized as a discount to the Corporate Credit Agreement.

For more information about the Warrants, see Note 9 , Stockholders’ Equity .

$ 8,510,925 $ 3,920,425

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 “Phase 1 Senior Secured Notes”) and the 6.72 % Senior Secured Loans and 7.11 % Senior Secured Loans (collectively, the “Phase 1 Senior Secured Loans”) are senior secured obligations of Phase 1 LLC.

The Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans rank pari passu with the CD Credit Agreement and the TCF Credit Agreement and 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.

NextDecade Corporation

Notes to Consolidated Financial Statements

Credit Facilities

Below is a summary of our committed credit facilities as of December 31, 2024 (in thousands):

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility

Phase 1 LLC’s Credit Agreements

Below is a summary of Phase 1 LLC’s committed credit facilities as of December 31, 2025 (in thousands):

CD Credit Agreement

TCF Credit Agreement

Total facility size $ 8,448,000 $ 800,000

Outstanding balance 3,708,000 485,000

Letters of credit issued 217,225 — —

Available commitment $ 4,740,000 $ 315,000

Priority ranking Senior secured Senior secured Senior secured

Interest rate on outstanding balance SOFR plus margin of 2.25 %

SOFR plus margin of 2.25 %

Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 %

Maturity date July 12, 2030 July 12, 2030 July 12, 2030

The obligations of Rio Grande under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.

The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement.

Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.

Restrictive Debt Covenants

The CD Credit Facility and the TCF Credit Facility (collectively, the “Rio Grande Facilities”) include certain covenants and events of default customary for project financings, including a requirement that interest rates for a minimum of 75 % of the projected and outstanding principal amount be hedged or have fixed interest rates.

The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date.

With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans requires Rio Grande to make an offer to repay the amounts outstanding at 101 % (with respect to a change of control event) or par (with respect to each other event).

The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of the fourth and fifth liquefaction trains of the Rio Grande LNG Facility, subject to the terms and conditions provided therein, including that Super Holdings make an offer to prepay the Corporate Credit Agreement in full at par plus accrued and unpaid interest.

As of December 31, 2024, Rio Grande was in compliance with all covenants related to its respective debt agreements.

The CD Credit Agreement includes an additional $ 250 million commitment (the “CD Senior Working Capital Facility”) that can be used to draw revolving loans or issue letters of credit.

As of December 31, 2025, no amounts have been drawn and approximately $ 125 million letters of credit have been issued .

The Phase 1 LLC committed credit facilities are senior secured facilities, mature on July 12, 2030, bear interest at SOFR plus 2.25 %, and accrue commitment fees of 0.68 % on undrawn amounts.

Phase 1 LLC’s obligations under the Phase 1 LLC committed facilities rank pari passu with each of the Phase 1 LLC committed credit facilities, the Phase 1 Senior Secured Notes and the Phase 1 Senior Secured Loans, are secured by the same collateral package as the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans.

Total Energies Holdings SAS provides contingent credit support for the TCF Credit Agreement.

Train 4 LLC and Train 5 LLC Credit Agreements

On September 9, 2025 (the “Train 4 FID Date”), Train 4 LLC, and on October 16, 2025 (the “Train 5 FID Date”) Train 5 LLC, respectively, entered into separate credit facilities of up to approximately $ 3.8 billion and $ 3.6 billion, respectively, to fund their respective project costs, related fees and expenses.

Obligations under the credit agreements are secured on a first-priority basis by substantially all of the assets of Train 4 LLC and Train 5 LLC, respectively, as well as a pledge of the membership interest in the respective entities.

Borrowings on both credit facilities 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 at 30 % of the applicable margin for SOFR loans.

The facilities amortize quarterly beginning on or after 90 days following the completion of the respective trains and mature on the seventh anniversary of the respective FID dates.

As of December 31, 2025, $ 357 million had been drawn under the Train 4 LLC Credit Agreement and no amounts had been drawn under the Train 5 LLC Credit Agreement.

Train 5 LLC Senior Secured Notes

On the Train 5 FID Date, Train 5 LLC entered into a Note Purchase Agreement to issue $ 500 million of 6.56 % Senior Secured Notes (the “Train 5 Senior Secured Notes”) due in 2050.

In December 2025, the Company issued the first installment of $ 150 million of the Train 5 Senior Secured Notes at par.

The remaining Train 5 Senior Secured Notes will be issued at par in installments through October 2026.

Principal amortizes over a period of 20 years beginning September 2031 with a final maturity in September 2050.

The Train 5 Senior Secured Notes are senior secured obligations of Train 5 LLC, ranking senior in right of payment to any and all of Train 5 LLC’s future indebtedness that is subordinated to the Train 5 Senior Secured Notes, and equal in right of payment with Train 5 LLC’s other existing and future indebtedness that is senior and secured by the same collateral securing the Train 5 Senior Secured Notes.

The Train 5 Senior Secured Notes rank pari passu with the Train 5 LLC Credit Agreement are secured on a first-priority basis by a security interest the same collateral package.

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.

On the Train 5 FID Date, the FinCo Credit Agreement was amended to increase the loan to approximately $ 1.5 billion and to increase the letter of credit sublimit to approximately $ 1.2 billion to fund the same costs associated with both Train 4 and Train 5.

Availability commenced on October 30, 2025.

Borrowings bear interest at SOFR plus 3.50 % or base rate plus 2.50 %, and undrawn commitment amounts are subject to commitment fees of 1.05 %.

The facility matures on the fifth anniversary of the Train 5 FID Date, with a one-year extension option exercisable within the 90-day period preceding such anniversary.

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, Train 4 LLC, and Train 5 LLC.

As of December 31, 2025, no amounts had been drawn and $ 1.2 billion of letters of credit were issued under the FinCo Credit Agreement.

NextDecade Corporation

Notes to Consolidated Financial Statements

Super FinCo Term Loan

On 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.

On the Train 5 FID Date, the Super FinCo Credit Agreement was amended to increase the principal amount to $ 1.2 billion to fund the same costs associated with both Train 4 and Train 5.

The Company recorded an expense of approximately $ 15.6 million associated with the modification.

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 Agreement (as extended or refinanced).

Interest is payable quarterly with an option to pay paid-in-kind (“PIK”) interest in full through the first anniversary of Train 4 completion and up to 50 % 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.

Corporate Credit Agreement

Background and 2025 Activity

In December 2024, Super Holdings, a wholly owned subsidiary of the Company, entered into a credit agreement (the “Corporate Credit Agreement”) to borrow an aggregate principal amount of $ 175.0 million.

In May 2025, the agreement was amended (the “CC Amendment”) to borrow an additional $ 50.0 million.

In connection with the Corporate Credit Agreement and the CC Amendment, the Company issued warrants to purchase 7.2 million and 2.0 million shares of common stock, respectively (collectively, the “Warrants”), which were initially classified as stockholders’ equity.

November 2025 Refinancing and Extinguishment

On November 17, 2025, the Corporate Credit Agreement, as amended by the CC Amendment (the “Original Corporate Credit Agreement”), was amended and restated (the “A&R Corporate Credit Agreement”).

Due to the substantial differences between the terms of the A&R Corporate Credit Agreement and the Original Corporate Credit Agreements, the modification was accounted for as a debt extinguishment.

Accordingly, the Company recorded the new debt at its principal amount and recognized a debt discount of $ 57.5 million, representing the difference between the principal amount and the modification-date fair value of $ 236.2 million.

This discount is being amortized to interest expense over the remaining term of the debt using the effective interest method.

The A&R Corporate Credit Agreement defines two distinct tranches of indebtedness:

• Series A Loans:

Consists of $ 100.0 million in aggregate principal, comprising $ 50.0 million in new borrowings and $ 50.0 million of principal recharacterized from the Original Corporate Credit Agreement.

The Series A Loans mature on November 17, 2030, and bear interest at 8.0 % per annum that is payable quarterly, in cash or PIK, at Super Holding’s election.

These loans include a make-whole premium if prepaid prior to November 17, 2028.

◦ Exchange Option:

The Series A Loans, including any PIK interest, are exchangeable into shares of common stock of the Company at the election of the lenders at an exchange price of $ 9.50 per share (the “Series A Exchange Option”).

This option is available from the 180th day after November 17, 2025 through maturity.

The fair value of the exchange option of $ 21.2 million has been recognized as a discount to the Series A Loans that is being amortized to interest expense over the remaining term of the debt using the effective interest rate method and is accounted for as a derivative liability (see Note 7 — Derivatives ).

• Series B Loans:

Consists of the remaining principal from the Original Corporate Credit Agreement.

The Series B Loans mature on October 16, 2030, and bear interest at 13.5 % per annum.

Prior to March 31, 2027, Super Holdings may elect to pay up to 100 % of interest in cash or in kind and is required to pay 50 % of interest in kind and 50 % of interest in cash thereafter.

These loans include a make-whole premium if prepaid prior to June 30, 2028, and a declining prepayment penalty structure thereafter.

Warrant Modifications

In connection with the A&R Corporate Credit Agreement, the Company amended the terms of the Warrants to extend the expiration date of 7.2 million of the warrants to 2031 and the remaining warrants to 2032 and to include certain pricing adjustment features.

As a result of these modifications, the Warrants no longer met the criteria for equity classification and were reclassified as derivative liabilities.

The Warrants consist of 3.6 million warrants with an exercise price of $ 7.15 per share and 5.6 million warrants with an exercise price of $ 9.30 per share.

The warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to their expiration.

Subject to certain liquidity conditions, the Company may cause the cash exercise of 3.6 million of these warrants if the 30-day volume weighted average price of the Company’s common stock and the closing price of the Company’s common stock immediately prior to the date of exercise equals or exceeds $ 13.50 per share or $ 15.00 per share during specified periods in 2026 and 2027, respectively.

For additional details on the valuation of the Warrants, see Note 7 — Derivatives .

NextDecade Corporation

Notes to Consolidated Financial Statements

Collateral and Security

Obligations under the A&R Corporate Credit Agreement are secured on a first-priority basis by all of the equity interest in Super Holdings and its direct subsidiaries.

Debt Covenants and Compliance

Restrictive covenants

Each of the Company’s debt instruments contain customary negative covenants that, among other things, limit the ability of the borrower and its subsidiaries to incur additional indebtedness, create liens, make restricted payments (including dividends), make certain investments, and sell all or substantially all assets.

Each of the Phase 1 LLC, Train 4 LLC and Train 5 LLC debt instruments and the Super FinCo Term Loan require Phase 1 LLC, Train 4 LLC and Train 5 LLC, respectively, to maintain certain LNG sale and purchase agreements.

In addition, NextDecade LLC has agreed to fund capital contributions up to its proportionate share of any overrun capital contributions necessary to complete Phase 1, Train 4 or Train 5 and certain operating expenses of FinCo and Super FinCo.

Financial covenants

The Phase 1 LLC, Train 4 LLC, Train 5 LLC, and FinCo agreements each require the maintenance of a historical Debt Service Coverage Ratio (DSCR) of at least 1.10 :1.00, tested quarterly commencing on the initial principal payment date of the respective agreement.

The FinCo Credit Agreement also requires a quarterly excess cash flow sweep equal to 100 % until cumulative prepayments or cancelled commitments reach 25 % of principal, 75 % of excess cash flow until cumulative prepayments or cancellations reach 50 % of principal, and 50 % of the excess cash flow thereafter.

Restricted Net Assets

Under the terms of the Phase 1 LLC, Train 4 LLC, Train 5 LLC, FinCo LLC and Super FinCo LLC debt arrangements, the net assets of the respective subsidiaries are restricted from being distributed to NextDecade unless specific conditions are met, including the satisfaction of DSCR tests, completion of construction milestones, and absence of default.

Covenant compliance

As of December 31, 2025, the Company was in compliance with all covenants related to its respective debt agreements.

Debt Extinguishments

As of December 31, 2024, the Company has made repayments of $ 1,338.2 million.

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.

During November 2025, Super Holdings amended and restated the Original Corporate Credit Agreement.

The amendment was accounted for as a debt extinguishment and resulted in a loss on debt extinguishment of approximately $ 5.4 million.

The loss on debt extinguishment includes an increase of approximately $ 12.3 million in the fair value of the Warrants that resulted from the modification of the warrants.

The fair value of the modified warrants on the date of the amendment of approximately $ 40.5 million was estimated using a Black Scholes model and results in classification as Level 2 in the fair value hierarchy.

During the year ended December 31, 2024, the Company made repayments of approximately $ 1,338.2 million.

As a result of these repayments, the Company recognized an approximate $ 49.3 million loss on extinguishment for the year ended December 31, 2024.

Debt Maturities

Aggregate future principal payments of debt as of December 31, 2025, are as follows (in thousands):

Years Ending December 31, Principal Payments

2 unchanged sentences

Total $ 8,827,368

NextDecade Corporation

Notes to Consolidated Financial Statements

Interest Expense

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

Interest expense consisted of the following (in thousands):

Year Ended December 31,

Interest per contractual rate $ 194,873 $ 43,268

2025 2024 2023

Interest on debt obligations $ 410,246 $ 194,873 $ 43,268

Amortization of debt issuance costs 80,470 65,336 41,390

Other interest costs 3,148 —

Total interest cost 263,357 84,658

Other interest and financing costs 6,595 3,148 —

Total interest cost incurred 497,311 263,357 84,658

Capitalized interest ( 327,300 ) ( 175,818 ) ( 34,373 )

Total interest expense, net of capitalized interest $ 87,539 $ 50,285

Interest expense

$ 170,011 $ 87,539 $ 50,285

Fair Value Disclosures

2 unchanged sentences

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

Senior Secured Notes $ 2,005,000 $ 1,984,836 $ 700,000 $ 743,593

Senior Secured Loans 607,000 609,082 607,000 632,998

Phase 1 Senior Secured Notes

$ 2,005,000 $ 2,077,080 $ 2,005,000 $ 1,984,836

Phase 1 Senior Secured Loans

607,000 643,504 607,000 609,082

Train 5 Senior Secured Notes 150,000 148,470 — —

Super FinCo Term Loan 1,214,517 1,144,196 — —

Corporate Credit Agreement

— — 175,000 169,750

The fair value of the Company's Senior Secured Notes, Senior Secured Loans and Corporate Credit Agreement represent Level 2 instruments in the fair value hierarchy.

The fair value of the Company’s CD Credit Facility and TCF Credit Facility approximates its' carrying amount due to its variable interest rate, which approximates a market interest rate.

Note 8 — Variable Interest Entity

Intermediate Holdings and its wholly owned subsidiaries, including Rio Grande, have been formed to undertake Phase 1 of the construction and operation of the Rio Grande LNG Facility.

The Company is not obligated to fund losses of Intermediate Holdings, however, the Company's capital account, which would be considered in allocating the net assets of Intermediate Holdings were it to be liquidated, continues to share in losses of Intermediate Holdings.

Further, Rio Grande has granted the Company decision-making rights regarding the construction of Phase 1 of the Rio Grande LNG Facility and key aspects of its operation, which may only be terminated by equity holders for cause, via agreements with NextDecade LLC.

Due to the foregoing, the Company determined that it holds a variable interest in Rio Grande through Intermediate Holdings and is its primary beneficiary, and therefore consolidates Intermediate Holdings in these Consolidated Financial Statements.

The following table presents the summarized assets and liabilities (in thousands) of Intermediate Holdings, which are included in the Company's Consolidated Balance Sheets.

The assets in the table below may only be used to settle the obligations of Rio Grande.

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

The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings and its subsidiaries only and exclude

A&R Corporate Credit Agreement - Series A

100,000 77,416 — —

A&R Corporate Credit Agreement - Series B

200,851 165,518 — —

The fair value of the debt included in the table above was calculated using a lattice model and is classified as Level 2 in the fair value hierarchy.

The fair values of the CD Credit Agreement, TCF Credit Agreement and Train 4 LLC Credit Agreement approximate their respective carrying amounts because their variable interest rates align to market interest rates.

Note 7 — Derivatives

Interest rate swaps

To manage interest rate volatility, the Company has entered into interest rate swap agreements (the “Swaps”) to hedge a portion of the floating-rate interest payments associated with the credit agreements described in Note 6 — Debt .

These include Swaps entered into by Rio Grande in July 2023, as well as new agreements entered into during 2025 by Train 4 LLC, Train 5 LLC and FinCo for their respective debt obligations.

As of December 31, 2025, Rio Grande had the following 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 7,852 1,389,854 2035 4.0 % USD - SOFR

Train 4 Swaps 186,900 3,230,000 2050 4.3 % USD - SOFR

Train 5 Swaps 17,709 3,050,650 2051 4.2 % USD - SOFR

(1) Phase 1, FinCo, Train 4 and Train 5 Swaps, have early mandatory terminations dates in July 2030, October 2031, September 2032 and October 2032, respectively.

The Swaps are measured at fair value each reporting period using an income approach (Level 2) based on observable market inputs, including SOFR forward curves.

Changes in fair value are recorded within our Consolidated Statement of Operations.

Series A Exchange Option

The Series A Exchange Option (see Note 6 — Debt ) is measured at fair value each reporting period using a lattice model (Level 2), and changes in fair value are recorded within our Consolidated Statement of Operations.

At December 31, 2025, the shares

NextDecade Corporation

Notes to Consolidated Financial Statements

intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

issuable upon conversion to common stock were excluded from the computation of diluted loss per share as the Company is in a loss position and their effect was antidilutive.

In connection with the A&R Corporate Credit Agreement, the Company amended the terms of its 9.2 million Warrants (see Note 6 — Debt ).

These modifications resulted in the Warrants being reclassified from stockholders’ equity to derivative liabilities.

The Warrants are remeasured each period using a Black-Scholes model (Level 2) and changes in fair value are recorded within our Consolidated Statement of Operations.

The shares issuable upon exercise were excluded from the computation of diluted loss per share as of December 31, 2025 and December 31, 2024 as their effect was antidilutive.

Consolidated Balance Sheet and Statement of Operations presentation

The fair value of the Company’s derivative instruments was recorded in the Consolidated Balance Sheets as follows (in thousands):

December 31, 2025

Swaps Series A Exchange Option Warrants Total

Derivatives - noncurrent assets $ 532,245 $ — $ — $ 532,245

Accrued and other current liabilities 6,422 — — 6,422

Derivatives - noncurrent liabilities 85,888 15,720 33,912 135,520

December 31, 2024

Prepaid expenses and other current assets $ 16,867

Derivatives - noncurrent assets 472,057

The gains (losses) on the Company’s derivative instruments as presented in the Consolidated Statement of Operations are as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Swaps $ ( 27,722 ) $ 586,541 $ ( 44,803 )

Series A Exchange Option 5,464 — —

Warrants 6,544 — —

Other 4,708 — —

Derivative (loss) gain, net $ ( 11,006 ) $ 586,541 $ ( 44,803 )

Note 8 — Variable Interest Entities

Phase 1 Holdings, Train 4 Holdings, Train 5 Holdings and their wholly owned subsidiaries were established to construct and operate Phase 1, Train 4 and Train 5 of the Rio Grande LNG Facility, respectively.

The Company is not obligated to fund their losses.

The equity investors at risk, as a group, lack the characteristics of a controlling financial interest.

Additionally, through agreements with NextDecade LLC, the Company holds decision-making rights over construction and key operational aspects of Phase 1 LLC, Train 4 LLC and Train 5 LLC, which agreements can only be terminated by equity holders for cause.

Based on these factors, the Company holds a variable interest in Phase 1 LLC, Train 4 LLC and Train 5 LLC, and is their primary beneficiary, resulting in the consolidation of Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings in these Consolidated Financial Statements.

The following table presents the summarized combined assets and liabilities (in thousands) of Phase 1 Holdings, Train 4 Holdings and Train 5 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, Train 4 Holdings and Train 5 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 only the assets and liabilities of Phase 1 Holdings, Train 4 Holdings and Train 5 Holdings and their respective subsidiaries and exclude intercompany balances between Phase 1 Holdings, Train 4 Holdings and Train 5 Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

NextDecade Corporation

Notes to Consolidated Financial Statements

Current assets:

11 unchanged sentences

Accounts payable $ 438,498 $ 242,689

Accrued liabilities and other current liabilities 321,162 288,779

Operating leases 2,747 2,649

Accrued and other current liabilities 829,340 321,162

Total current liabilities 1,270,585 566,500

Debt, net 7,135,483 3,788,802

Operating leases 126,506 129,253

Derivatives 84,606 —

Debt, net 3,788,802 1,816,301

Total liabilities $ 8,617,180 $ 4,484,555

Note 9 — Stockholders' Equity

As discussed in Note 7 , Debt , on December 31, 2024 (the “Issuance Date”), the Warrants were issued 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 Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to December 31, 2029.

The Company, at its discretion, may cause Tranche A to be exercised on a cash exercise basis (i) on any date between June 30, 2026 and December 31, 2026, if the 30-day volume weighted average trading price (“VWAP”) of the Company equals or exceeds $ 13.50 per share and the closing price for the Company's common stock exceeds such VWAP immediately prior to the date of exercise, or (ii) on any date between January 1, 2027 and July 1, 2027, if the 30-day VWAP for the Company's common stock equals or exceeds $ 15.00 per share and the closing price of the Company's common stock exceeds such VWAP immediately prior to the date of exercise, provided that in each case (a) a final investment decision on the fourth liquefaction train of the Rio Grande LNG Facility has been taken and (b) certain liquidity conditions regarding the holders ability to sell the shares of the Company's common stock have been met.

The Warrants were valued using a Monte Carlo model that resulted in a relative fair value of approximately $ 28.6 million on the Issuance Date and are not subject to subsequent remeasurement.

The Warrants have been classified as equity and are recognized within Additional paid-in capital on our Consolidated Balance Sheets.

NextDecade Corporation

Notes to Consolidated Financial Statements

Note 10 — Net Loss Per Share

Potentially dilutive securities not included in the diluted net loss per share computations because their effect would have been anti-dilutive were as follows (in thousands):

Year Ended December 31,

Unvested stock and stock units (1)

Common stock warrants 798 1,548

Total potentially dilutive common shares 9,146 6,390

(1) Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates.

Note 9 — Share-based Compensation

We have granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan.

For the years ended December 31, 2024 and 2023, the Company recognized approximately $ 19.9 million and $ 26.6 million, respectively, of share-based compensation expense related to all share-based awards.

As of December 31, 2024, unrecognized compensation expense, based on the grant date fair value, for all share-based awards totaled approximately $ 53.6 million, of which $ 39.8 million is expected to be recognized over a weighted-average period of 1.5 years.

The maximum number of shares of NextDecade common stock authorized for issuance under the 2017 Omnibus Incentive Plan is approximately 34.3 million shares of common stock.

For the years ended December 31, 2025, 2024 and 2023, the Company recognized approximately $ 39.2 million, $ 19.9 million and $ 26.6 million, respectively, of share-based compensation expense related to all share-based awards.

As of December 31, 2025, unrecognized compensation expense for all share-based awards, based on the grant date fair value, totaled approximately $ 65.3 million and is expected to be recognized over a weighted-average period of 2.0 years.

Restricted Stock

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As of December 31, 2025, there was no Restricted Stock that would be required to be settled in cash.

As of December 31, 2024, we had approximately 8.8 million shares of service-based Restricted Stock outstanding and 4.5 million shares of performance-based Restricted Stock.

As of December 31, 2025, we had approximately 6.6 million shares of service-based Restricted Stock outstanding and approximately 3.5 million shares of performance-based Restricted Stock outstanding.

The fair value of the Restricted Stock was established by the market price on the date of grant and, for service-based awards, is being recognized as compensation expense ratably over the vesting term.

The table below provides a summary of our Restricted Stock transactions for the year ended December 31, 2024 (in thousands, except for per share information):

NextDecade Corporation

Notes to Consolidated Financial Statements

The table below provides a summary of our Restricted Stock transactions for the year ended December 31, 2025 (shares in thousands):

Shares Weighted Average Grant Date Fair Value

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Stock Options

During the year ended December 31, 2024, certain 2017 Plan participants were granted non-qualified options to purchase shares of common stock.

Stock options were granted at an exercise price of $ 10.00 , which was above the market price of the common stock on the date of grant.

Stock options vest after three years of service or as otherwise set forth in the underlying award agreement.

Vested options shall be exercisable at such time and under such conditions set forth in the underlying award agreement, but in no event shall any option be exercisable later than the tenth anniversary of the date of grant.

NextDecade Corporation

Notes to Consolidated Financial Statements

During the year ended December 31, 2024, the Company granted non-qualified options to purchase shares of common stock at an exercise price of $ 10.00 .

No stock options were granted during the year ended December 31, 2025.

The following table provides a summary of our stock option transactions for the year ended December 31, 2025 (stock options in thousands):

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Outstanding at January 1, 2025 1,479 $ 10.00

Granted 1,479 10.00

Exercised — —

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Exercisable at December 31, 2025 — —

The fair value of each stock option award was estimated using the Black-Scholes option pricing model which resulted in a grant date fair value of $ 2.69 .

Valuation assumptions used to determine the grant date fair value were as follows:

Expected term (in years) 6.5

Expected volatility 76.0 %

Expected dividend yield — %

Risk-free rate 3.8 %

Due to our limited history, the Company has elected to apply the simplified method to determine the expected term.

Additionally, due to our limited history, expected volatility is based on a blend of our historical volatility and our implied volatility.

The expected dividend yield is based on our historical yields on the date of grant.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

The Restricted Stock and stock options outstanding have been excluded from the computation of diluted loss per share because including them in the computation would have been antidilutive for the periods presented.

Note 10 — Income Taxes

The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows:

The reconciliation of the federal statutory income tax rate to our effective income tax rate is as follows (in thousands):

Year Ended December 31, 2025

federal statutory rate, beginning of year 21 % 21 %

federal statutory rate $ ( 90,127 ) 21 %

Changes in valuation allowance 60,872 ( 14 ) %

Non-controlling interest 25,873 ( 6 ) %

Nontaxable and Nondeductible Items

Share-based compensation ( 3,283 ) — %

Officers' compensation 5,906 ( 1 ) %

Valuation allowance 5 ( 13 )

Effective tax rate as reported — % — % — %

Other 686 — %

Effective tax rate $ — — %

Year Ended December 31,

federal statutory rate 21 % 21 %

Non-controlling interest ( 27 ) % ( 6 ) %

Officers' compensation 1 % ( 2 ) %

Changes in valuation allowance 5 % ( 13 ) %

Effective tax rate — % — %

NextDecade Corporation

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Deferred tax assets

Net operating loss carryforwards and credits $ 78,779 $ 54,839

Investment in Intermediate Holdings 17,774 31,782

Net operating loss and other carryforwards $ 126,880 $ 78,779

Investment in Joint Ventures 28,054 17,774

Operating lease liabilities 3,391 3,131

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Operating lease right-of-use assets $ ( 2,424 ) $ ( 2,564 )

Other ( 718 ) ( 315 )

Property, plant and equipment ( 1,042 ) ( 718 )

Total deferred tax liabilities ( 3,466 ) ( 3,282 )

Net deferred tax assets (liabilities) $ — $ —

The federal deferred tax assets presented above do not include the state tax benefits as our net deferred state tax assets not realizable.

At December 31, 2025, we had federal net operating loss (“NOL”) carryforwards of approximately $ 552.5 million.

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Deferred tax assets and deferred tax liabilities are classified as non-current in our Consolidated Balance Sheets.

The Tax Reform Act of 1986 (as amended) contains provisions that limit the utilization of NOL and tax credit carryforwards if there has been a change in ownership as described in Section 382 of the Internal Revenue Code (“Section 382”).

Substantial changes in the Company's ownership have occurred that may limit or reduce the amount of NOL carryforwards that the Company could utilize in the future to offset taxable income.

The Company has not completed a detailed Section 382 study at this time to determine what impact, if any, that ownership changes may have had on its NOL carryforwards.

In each period since its inception, the Company has recorded a valuation allowance for the full amount of its deferred tax assets, as the realization of the deferred tax asset is uncertain.

The Tax Reform Act of 1986 (as amended) contains provisions that limit the utilization of NOLs if there has been a change in ownership as described in Section 382 of the Internal Revenue Code (“Section 382”).

Changes in the Company's ownership have occurred that may limit or reduce the NOL carryforwards that the Company could utilize in the future to offset taxable income.

The Company has recorded a valuation allowance for the full amount of its deferred tax assets, as the realization of the deferred tax asset is uncertain.

As a result, the Company has not recognized any federal or state income tax benefit in its Consolidated Statement of Operations.

In July 2025, the One Big Beautiful Bill Act was passed with a variety of tax incentives including the ability to accelerate certain deductions and increase the deductibility of interest expense for U.S.

tax purposes.

These provisions were applied when the law was enacted in 2025 but are not expected to have a material impact on the overall financial statement position of the Company.

We remain subject to periodic audits and reviews by taxing authorities;

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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 December 31, 2024, management is not aware of any claims or legal actions that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

As of December 31, 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.

NextDecade Corporation

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Year Ended December 31,

2025 2024 2023

Interest payments classified as operating activities $ 30,087 $ 3,557 $ 23,365

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Non-cash settlement of warrant liabilities 2,827 8,571 —

Corporate fixed asset retirements 1,256 —

Non-cash issuance of the Warrants and associated discount to the Corporate Credit Agreement 28,595 —

Non-cash issuance of the Warrants and associated discounts 7,761 28,595 —

Reclassification from other non-current assets to property, plant and equipment — 1,867 9,006

2 unchanged sentences

Paid-in-kind dividends on convertible preferred stock — — 20,431

Capitalized interest that was paid-in-kind 14,517 — —

NextDecade Corporation

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data