NextDecade Corp 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements NextDecade Corporation and Subsidiaries Page Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 185 ) 37 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 39 Consolidated Balance Sheets 40 Consolidated Statements of Operations 41 Consolidated Statements of Changes in Equity 42 Consolidated Statements of Cash Flows 43 Notes to Consolidated Financial Statements 44 36 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors NextDecade Corporation: Opinion on the Consolidated Financial Statements 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. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 27, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion 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 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 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 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 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 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. Specifically, auditor judgment and specialized skills and knowledge were required to evaluate the application of the fair value estimate. 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 valuation of interest rate swaps agreements. This included controls related to the application of the discounted cash flows model. 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. /s/ KPMG LLP We have served as the Company’s auditor since 2024. Houston, Texas February 27, 2026 37 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors NextDecade Corporation: Opinion on Internal Control Over Financial Reporting We have audited NextDecade Corporation and subsidiaries' (the Company) 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. 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 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Houston, Texas February 27, 2026 38 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders NextDecade Corporation Opinion on the 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. Going concern The 2023 consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 of the 2023 consolidated financial statements, the Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future. These conditions, along with other matters as set forth in Note 1 of the 2023 consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 of the 2023 consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“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. 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. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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. /s/ GRANT THORTON LLP We served as the Company’s auditor from 2018 to 2024. Houston, Texas 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) 39 NextDecade Corporation Consolidated Balance Sheets (1) (in thousands, except per share data) December 31, 2025 2024 Assets Current assets: Cash and cash equivalents $ 143,782 $ 148,137 Restricted cash 563,306 244,625 Prepaid expenses and other current assets 10,961 19,810 Total current assets 718,049 412,572 Property, plant and equipment, net 10,568,311 5,020,003 Operating lease right-of-use assets 162,493 166,082 Deferred financing fees 423,076 317,788 Derivatives 532,245 472,057 Other non-current assets 21,654 15,557 Total assets $ 12,425,828 $ 6,404,059 Liabilities and Equity Current liabilities: Accounts payable $ 443,947 $ 244,642 Operating leases 3,883 2,881 Accrued and other current liabilities 888,200 347,561 Total current liabilities 1,336,030 595,084 Debt, net 8,510,925 3,920,425 Operating leases 142,266 144,164 Derivatives 135,520 — Total liabilities 10,124,741 4,659,673 Commitments and contingencies (Note 11 ) Equity: Common stock, $ 0.0001 par value, 480.0 million authorized: 264.8 million and 260.2 million outstanding, respectively 26 26 Treasury stock: 4.9 million and 3.1 million respectively, at cost ( 37,862 ) ( 20,916 ) Preferred stock, $ 0.0001 par value, 0.5 million authorized after designation of the convertible preferred stock: none outstanding — — Additional paid-in-capital 893,131 852,054 Accumulated deficit ( 759,957 ) ( 453,523 ) Total stockholders’ equity 95,338 377,641 Non-controlling interest 2,205,749 1,366,745 Total equity 2,301,087 1,744,386 Total liabilities and equity $ 12,425,828 $ 6,404,059 (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. 40 NextDecade Corporation Consolidated Statements of Operations (in thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenues $ — $ — $ — Operating expenses: General and administrative expense 202,285 150,109 111,468 Development expense 8,006 8,260 4,891 Depreciation and amortization expense 12,122 12,706 6,309 Other 3,518 — — Total operating expenses 225,931 171,075 122,668 Total operating loss ( 225,931 ) ( 171,075 ) ( 122,668 ) Other income (expense): 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 (loss) income ( 429,637 ) 277,447 ( 221,640 ) Less: net (loss) income attributable to non-controlling interest ( 123,203 ) 339,198 ( 59,379 ) Less: preferred stock dividends — — 20,484 Net loss attributable to common stockholders $ ( 306,434 ) $ ( 61,751 ) $ ( 182,745 ) Net loss per common share - basic & diluted $ ( 1.17 ) $ ( 0.24 ) $ ( 0.94 ) Weighted average shares outstanding - basic & diluted 262,164 258,535 194,595 The accompanying notes are an integral part of these consolidated financial statements. 41 NextDecade Corporation 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 Common stock: Beginning balance 26 26 14 Issuance of common stock — — 6 Preferred stock conversion — — 6 Ending balance 26 26 26 Treasury Stock: Beginning balance ( 20,916 ) ( 14,214 ) ( 4,587 ) Shares repurchased related to share-based compensation ( 16,946 ) ( 6,702 ) ( 9,627 ) Ending balance ( 37,862 ) ( 20,916 ) ( 14,214 ) Additional paid-in-capital: Beginning balance 852,054 693,883 289,084 Share-based compensation 39,210 20,041 26,600 Issuance of common stock, net — — 254,394 Receipt of equity commitments 19,460 100,964 174,303 Exercise of common stock warrants 2,827 8,571 — 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 ) Preferred stock conversion — — 222,868 Ending balance 893,131 852,054 693,883 Accumulated deficit: Beginning balance ( 453,523 ) ( 391,772 ) ( 230,140 ) Subsidiary deconsolidation due to sale — — 629 Net loss ( 306,434 ) ( 61,751 ) ( 162,261 ) Ending balance ( 759,957 ) ( 453,523 ) ( 391,772 ) Total stockholders’ equity 95,338 377,641 287,923 Non-controlling interest: Beginning balance 1,366,745 452,511 — Receipt of equity commitments 962,207 575,036 — 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 Total equity, ending balance $ 2,301,087 $ 1,744,386 $ 740,434 Preferred Stock, Series A-C: Beginning balance $ — $ — $ 202,443 Preferred stock dividends — — 20,431 Preferred stock conversion — — ( 222,874 ) Ending balance $ — $ — $ — The accompanying notes are an integral part of these consolidated financial statements. 42 NextDecade Corporation Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 2023 Operating activities: Net (loss) income $ ( 429,637 ) $ 277,447 $ ( 221,640 ) Adjustment to reconcile net loss to net cash used in operating activities Depreciation 1,785 1,931 168 Share-based compensation expense 39,211 19,907 26,553 Derivative (gain) loss 11,006 ( 586,541 ) 44,803 Derivative settlements 21,267 48,676 4,138 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 Interest elected to be paid-in-kind 25,851 — — Other 3,354 3,481 22,599 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 3,951 ) ( 854 ) ( 940 ) Accounts payable 2,170 ( 2,222 ) 4,057 Operating leases ( 7,639 ) ( 2,060 ) ( 179 ) Accrued expenses and other liabilities 46,241 25,255 ( 7,080 ) Net cash used in operating activities ( 169,397 ) ( 95,585 ) ( 73,620 ) Investing activities: Acquisition of property, plant and equipment ( 4,846,807 ) ( 2,567,801 ) ( 1,737,636 ) Acquisition of other non-current assets ( 6,097 ) ( 6,404 ) ( 15,164 ) Net cash used in investing activities ( 4,852,904 ) ( 2,574,205 ) ( 1,752,800 ) Financing activities: Proceeds from debt issuance 4,701,000 3,523,243 2,083,000 Receipt of equity commitments 981,667 676,000 457,659 Proceeds from sale of common stock — — 254,400 Repayment of debt — ( 1,338,243 ) ( 233,000 ) Costs associated with repayment of debt — ( 13,423 ) — Debt and equity issuance costs ( 313,483 ) ( 72,801 ) ( 494,270 ) Debt modification costs ( 15,611 ) — — Preferred stock dividends — — ( 53 ) Shares repurchased related to share-based compensation ( 16,946 ) ( 6,702 ) ( 9,627 ) Net cash provided by financing activities 5,336,627 2,768,074 2,058,109 Net increase in cash, cash equivalents and restricted cash 314,326 98,284 231,689 Cash, cash equivalents and restricted cash – beginning of period 392,762 294,478 62,789 Cash, cash equivalents and restricted cash – end of period $ 707,088 $ 392,762 $ 294,478 The accompanying notes are an integral part of these consolidated financial statements. 43 NextDecade Corporation Notes to Consolidated Financial Statements Note 1 — Background and Basis of Presentation NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG. 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 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. 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 — Summary of Significant Accounting Policies Variable Interest Entities (“VIEs”) and Non-Controlling Interests 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 The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions on a regular basis. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Concentrations of Cash We maintain cash balances and restricted cash at financial institutions, which may, at times, be in excess of federally insured levels. We have not incurred losses related to these balances to date. Cash, Cash Equivalents and Restricted Cash We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. 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 Fixed assets are recorded at cost. We depreciate our property, plant and equipment, excluding land, using the straight-line depreciation method over the estimated useful life of the asset. Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed, and the resulting gains or losses are recorded in our Consolidated Statements of Operations. 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 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. Leases 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 44 NextDecade Corporation Notes to Consolidated Financial Statements 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 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. Debt Discounts, fees and expenses incurred with the issuance of debt are amortized over the term of the debt. 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 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. Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Level 3 inputs are inputs that are not observable in the market. Net Loss Per Share Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive. Share-based Compensation 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. We account for forfeitures as they occur. Income Taxes 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 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. Segments The Company’s chief operating decision maker, the Chief Executive Officer, allocates resources and assesses financial performance on a consolidated basis. As such, for purposes of financial reporting under U.S. 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. 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. 45 NextDecade Corporation Notes to Consolidated Financial Statements Note 3 — Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): December 31, 2025 2024 Rio Grande LNG Facility under construction $ 10,563,032 $ 5,009,239 Corporate and other 8,163 12,742 Total property, plant and equipment, at cost 10,571,195 5,021,981 Less: accumulated depreciation ( 2,884 ) ( 1,978 ) Total property, plant and equipment, net $ 10,568,311 $ 5,020,003 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. 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): 2026 $ 9,824 2027 9,867 2028 9,911 2029 9,654 2030 9,700 Thereafter 179,878 Total undiscounted lease payments 228,834 Discount to present value ( 82,685 ) Present value of lease liabilities $ 146,149 Weighted average remaining lease term - years 25.5 Weighted average discount rate - percent 4.1 Other information related to our operating leases is as follows (in thousands): 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 46 NextDecade Corporation Notes to Consolidated Financial Statements Note 5 — Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (in thousands): December 31, 2025 2024 Rio Grande LNG Facility costs $ 769,137 $ 276,137 Accrued interest 73,945 40,911 Employee compensation expense 19,740 13,425 Other accrued liabilities 25,378 17,088 Total accrued and other current liabilities $ 888,200 $ 347,561 Note 6 — Debt Debt, net consisted of the following (in thousands): December 31, 2025 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 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 357,000 — Train 5 LLC Debt: 6.56 % Senior Secured Notes due 2050 150,000 — 13.00 % Super FinCo Term Loan due 2031 1,214,517 — 12.00 % Corporate Credit Agreement due 2030 — 175,000 8.00 % A&R Corporate Credit Agreement due 2030 - Series A 100,000 — 13.50 % A&R Corporate Credit Agreement due 2030 - Series B 200,851 — Total debt 8,827,368 4,035,000 Unamortized debt issuance costs ( 316,443 ) ( 114,575 ) Debt, net $ 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. 47 NextDecade Corporation Notes to Consolidated Financial Statements 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 Less: Outstanding balance 3,708,000 485,000 Available commitment $ 4,740,000 $ 315,000 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. 48 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 . 49 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 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 2026 - 2029 $ — 2030 4,493,851 Thereafter 4,333,517 Total $ 8,827,368 50 NextDecade Corporation Notes to Consolidated Financial Statements Interest Expense Interest expense consisted of the following (in thousands): Year Ended December 31, 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 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 ) Interest expense $ 170,011 $ 87,539 $ 50,285 Fair Value Disclosures The following table shows the carrying amount and estimated fair value of our debt (in thousands): December 31, 2025 December 31, 2024 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value 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 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 51 NextDecade Corporation Notes to Consolidated Financial Statements 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. Warrants 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 Swaps 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. 52 NextDecade Corporation Notes to Consolidated Financial Statements December 31, 2025 2024 Assets Current assets: Restricted cash $ 486,221 $ 244,625 Derivatives — 16,867 Prepaid expenses and other current assets 7,219 1,084 Total current assets 493,440 262,576 Property, plant and equipment, net 10,563,022 5,007,345 Operating lease right-of-use assets 150,210 153,679 Deferred financing fees 367,022 317,788 Derivatives 532,245 472,057 Other non-current assets 21,496 15,407 Total assets $ 12,127,435 $ 6,228,852 Liabilities Current liabilities: Accounts payable $ 438,498 $ 242,689 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 — Total liabilities $ 8,617,180 $ 4,484,555 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. 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 Upon the vesting of restricted stock, shares of common stock will be released to the grantee. Upon the vesting of certain restricted stock units, the units will be converted into shares of common stock and released to the grantee. As of December 31, 2025, there was no Restricted Stock that would be required to be settled in cash. 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. 53 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 Unvested at January 1, 2025 13,285 $ 4.71 Granted 5,257 9.69 Vested ( 5,984 ) 5.22 Forfeited ( 2,394 ) 5.27 Unvested at December 31, 2025 10,164 $ 7.00 Stock Options 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): Stock Options Weighted Average Exercise Price Outstanding at January 1, 2025 1,479 $ 10.00 Granted — — Exercised — — Forfeited ( 256 ) 10.00 Outstanding at December 31, 2025 1,223 $ 10.00 Exercisable at December 31, 2025 — — 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 (in thousands): Year Ended December 31, 2025 U.S. 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 ) % Other 73 — % Other 686 — % Effective tax rate $ — — % Year Ended December 31, 2024 2023 U.S. federal statutory rate 21 % 21 % Non-controlling interest ( 27 ) % ( 6 ) % Officers' compensation 1 % ( 2 ) % Changes in valuation allowance 5 % ( 13 ) % Effective tax rate — % — % 54 NextDecade Corporation Notes to Consolidated Financial Statements Significant components of our deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows (in thousands): December 31, 2025 2024 Deferred tax assets 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 Other 10,698 8,283 Less: valuation allowance ( 165,557 ) ( 104,685 ) Total deferred tax assets $ 3,466 $ 3,282 Deferred tax liabilities Operating lease right-of-use assets $ ( 2,424 ) $ ( 2,564 ) 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. Approximately $ 26.1 million of these NOL carryforwards will expire between 2034 and 2038. Due to our history of NOLs, current year NOLs and significant risk factors related to our ability to generate taxable income, we have established a valuation allowance to offset our deferred tax assets as of December 31, 2025 and 2024. We will continue to evaluate our ability to release the valuation allowance in the future. Due to our full valuation allowance, we have not recorded a provision for federal or state income taxes during the years ended December 31, 2025 or 2024. 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 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; however, we did not have any open income tax audits as of December 31, 2025. The federal tax returns for the years beginning 2022 remain open for examination. We have not recorded any unrecognized tax benefits related to uncertain tax positions as of December 31, 2025. Note 11 — 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 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. 55 NextDecade Corporation Notes to Consolidated Financial Statements Note 12 — Supplemental Cash Flows The following table provides supplemental disclosure of cash flow information (in thousands): Year Ended December 31, 2025 2024 2023 Interest payments classified as operating activities $ 30,087 $ 3,557 $ 23,365 Accounts payable for acquisition of property, plant and equipment 438,829 242,057 238,105 Accruals for acquisition of property, plant and equipment 769,137 276,137 268,821 Non-cash settlement of warrant liabilities 2,827 8,571 — 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 Reclassification from other non-current assets to operating lease right-of-use assets — — 24,606 Accrued liabilities for debt and equity issuance costs — 4,750 764 Paid-in-kind dividends on convertible preferred stock — — 20,431 Capitalized interest that was paid-in-kind 14,517 — — 56 NextDecade Corporation Item 9. Changes in and Disagreements with Accountants None.