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Item 1. Financial Statements

2026-05-01 compared with 2025-10-30 · 225 added, 234 removed, 171 unchanged (73% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets (1)

(in thousands, except per share data, unaudited)

September 30, 2025 December 31, 2024

(in thousands, except share and par value data;

March 31, 2026 December 31, 2025

Current assets:

10 unchanged sentences

Total assets $ 13,231,740 $ 12,425,828

Liabilities and Stockholders’ Equity

Liabilities and Equity

Current liabilities:

5 unchanged sentences

Operating leases 117,627 142,266

Other non-current liabilities 85,805 —

Derivatives 184,353 135,520

Total liabilities 10,871,596 10,124,741

Commitments and contingencies (Note 9)

Stockholders’ equity

Common stock, $ 0.0001 par value, 480.0 million authorized:

1 unchanged sentence

Treasury stock:

4.7 million shares and 3.1 million respectively, at cost

4.9 million and 4.9 million, respectively, at cost

( 37,880 ) ( 37,862 )

Preferred stock, $ 0.0001 par value, 0.5 million authorized:

Preferred stock, $ 0.0001 par value, 0.5 million authorized after designation of the convertible preferred stock:

none outstanding

2 unchanged sentences

Total stockholders’ equity ( 30,708 ) 95,338

Non-controlling interest 1,821,862 1,366,745

Non-controlling interests 2,390,852 2,205,749

Total equity 2,360,144 2,301,087

Total liabilities and equity $ 13,231,740 $ 12,425,828

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

(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 7 — Variable Interest Entities .

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

1 unchanged sentence

Consolidated Statements of Operations

(in thousands, except per share data, unaudited)

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

2025 2024 2025 2024

(in thousands, except per share data;

Three Months Ended March 31,

Revenues $ — $ —

6 unchanged sentences

Total operating loss ( 55,115 ) ( 51,916 )

Other (expense) income:

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

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

Loss on debt extinguishment — — ( 9,160 ) ( 47,573 )

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

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

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

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

Other income (expense):

Derivative loss, net ( 62,110 ) ( 168,700 )

Interest expense ( 79,247 ) ( 27,205 )

Other income (expense), net 1,432 2,593

Total other income (expense) ( 139,925 ) ( 193,312 )

Loss before income taxes ( 195,040 ) ( 245,228 )

Income tax expense — —

Net loss ( 195,040 ) ( 245,228 )

net loss attributable to non-controlling interests ( 58,634 ) ( 156,423 )

Net loss attributable to common stockholders $ ( 136,406 ) $ ( 88,805 )

Net loss per common share — basic and diluted $ ( 0.42 ) $ ( 0.47 ) $ ( 0.99 ) $ ( 0.49 )

Weighted average shares outstanding — basic and diluted 262,581 259,379 261,298 257,981

Loss per common share — basic & diluted $ ( 0.51 ) $ ( 0.34 )

Weighted average shares outstanding — basic & diluted 264,908 260,405

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

NextDecade Corporation

Consolidated Statement of Stockholders’ Equity

(in thousands, unaudited)

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

2025 2024 2025 2024

Total stockholders' equity, beginning balances $ 1,865,524 $ 1,278,784 $ 1,744,386 $ 740,434

Consolidated Statements of Changes in Equity

(in thousands;

Three Months Ended March 31,

Total equity, beginning balances $ 2,301,087 $ 1,744,386

Common stock:

Beginning balances 26 26

Share-based compensation 1 —

Ending balances 27 26

Treasury stock:

Beginning balance ( 21,007 ) ( 14,367 ) ( 20,916 ) ( 14,214 )

Beginning balances ( 37,862 ) ( 20,916 )

Shares repurchased related to share-based compensation ( 18 ) ( 49 )

Ending balance ( 36,478 ) ( 20,791 ) ( 36,478 ) ( 20,791 )

Ending balances ( 37,880 ) ( 20,965 )

Additional paid-in-capital:

Beginning balance 884,656 804,185 852,054 693,883

Beginning balances 893,131 852,054

Share-based compensation 5,448 6,602

1 unchanged sentence

Exercise of common stock warrants — 2,827

Warrants issued in connection with Debt (Note 6) — — 7,761 —

Ending balance 903,614 813,763 903,614 813,763

Ending balances 903,508 865,745

Accumulated deficit:

Beginning balance ( 603,195 ) ( 396,002 ) ( 453,523 ) ( 391,772 )

Beginning balances ( 759,957 ) ( 453,523 )

Net loss ( 136,406 ) ( 88,805 )

Ending balance ( 712,677 ) ( 519,201 ) ( 712,677 ) ( 519,201 )

Ending balances ( 896,363 ) ( 542,328 )

Total stockholders’ equity ( 30,708 ) 302,478

Non-controlling interest:

Beginning balance 1,605,044 884,942 1,366,745 452,511

Non-controlling interests:

Beginning balances 2,205,749 1,366,745

Receipt of equity commitments 243,737 210,738

Net (loss) income ( 75,274 ) ( 269,876 ) ( 241,462 ) ( 76,567 )

Ending balance 1,821,862 771,934 1,821,862 771,934

Net loss ( 58,634 ) ( 156,423 )

Ending balances 2,390,852 1,421,060

Total equity, ending balances $ 2,360,144 $ 1,723,538

2 unchanged sentences

Consolidated Statements of Cash Flows

(in thousands, unaudited)

Nine Months Ended September 30,

(in thousands;

Three Months Ended March 31,

Operating activities:

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

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

Net loss $ ( 195,040 ) $ ( 245,228 )

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

Depreciation 378 613

Share-based compensation expense 5,449 6,602

Derivative loss (gain) 217,684 ( 38,206 )

Derivative loss, net 62,110 168,700

Derivative settlements 2,251 3,932

Amortization of leases 7,735 3,659

Loss on extinguishment of debt 9,160 47,573

Corporate fixed asset retirements 3,518 —

Reduction of right-of-use assets 1,093 1,087

Amortization of debt issuance costs 28,378 16,916

4 unchanged sentences

Accounts payable 2,485 2,071

Operating leases ( 5,676 ) ( 1,631 )

Operating lease liabilities ( 1,127 ) ( 412 )

Accrued expenses and other liabilities ( 47,435 ) ( 25,318 )

7 unchanged sentences

Receipt of equity commitments 248,666 215,000

Repayment of debt — ( 1,282,000 )

Costs associated with repayment of debt — ( 13,423 )

Debt issuance costs ( 20,165 ) ( 18,330 )

1 unchanged sentence

Net cash provided by financing activities 1,045,483 841,621

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

Net decrease in cash, cash equivalents and restricted cash ( 242,025 ) ( 6,614 )

Cash, cash equivalents and restricted cash – beginning of period 707,088 392,761

Cash, cash equivalents and restricted cash – end of period $ 465,063 $ 386,147

Balance per Consolidated Balance Sheets:

September 30, 2025

Cash and cash equivalents $ 209,402

Restricted cash 535,272

Total cash, cash equivalents and restricted cash $ 744,674

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

1 unchanged sentence

Notes to Consolidated Financial Statements

Note 1 — General

Nature of Operations

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”).

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

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

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

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

Construction of Trains 1–3 (“Phase 1”) by Phase 1 LLC, Train 4 by Train 4 LLC, and Train 5 by Train 5 LLC, commenced in July 2023, September 2025, and October 2025, respectively.

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 accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X.

Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

In our opinion, all adjustments, consisting only of normal recurring items, which are considered necessary for a fair presentation of the unaudited consolidated financial statements, have been included.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to conform prior period information to the current presentation.

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

In our opinion, all adjustments which are necessary to a fair presentation of the unaudited consolidated financial statements have been included, and all such adjustments are of a normal recurring nature.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the operating results for the full year.

Note 2 — Property, Plant and Equipment

Property, plant and equipment consisted of the following (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Rio Grande LNG Facility under construction $ 11,659,040 $ 10,563,032

3 unchanged sentences

Total property, plant and equipment, net $ 11,663,941 $ 10,568,311

Note 3 — Derivatives

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

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

The debt facilities have since closed;

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

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

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

As of September 30, 2025, the Company has the following interest rate swaps outstanding (in thousands):

Initial Notional Amount Maximum Notional Amount Maturity (1)

Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received

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

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

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

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

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

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

The total net fair value

of the Phase 1, FinCo and Train 4 Swaps is approximately $ 254.5 million as of September 30, 2025, and are classified as Level 2 in the fair value hierarchy.

Note 3 — Leases

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

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

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

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

For the three months ended September 30, 2025 and 2024, our operating lease costs were $ 2.6 million and $ 2.6 million, respectively.

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

For the nine months ended September 30, 2025 and 2024, we paid approximately $ 5.7 million and $ 6.1 million, respectively, in cash for amounts included in the measurement of operating lease liabilities, all of which are presented within operating cash flows.

Maturity of operating lease liabilities as of September 30, 2025 are as follows (in thousands, except lease term and discount rate):

The lease includes options to renew for up to two additional 10-year periods which are recognized as part of our right of use assets and lease liabilities.

The Company has also entered into an office space lease that expires on December 31, 2035 and 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 LNG sale and purchase agreement, as well as expected commissioning and portfolio volumes.

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

For the three months ended March 31, 2026 and 2025, our operating lease costs were $ 2.6 million and $ 2.5 million, respectively.

Maturity of operating lease liabilities as of March 31, 2026 are as follows (in thousands, except lease term and discount rate):

2026 (remaining) $ 7,105

5 unchanged sentences

Weighted average discount rate — percent 7.0

Note 5 — Accrued Liabilities and Other Current Liabilities

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

September 30, 2025 December 31, 2024

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

Other information related to our operating leases is as follows (in thousands):

Three Months Ended March 31,

Cash paid for amounts included in the measurement of operating lease liabilities $ 2,636 $ 1,908

Noncash right-of-use assets and lease liabilities recorded for new and modified leases ( 26,100 ) —

Note 4 — Accrued and Other Current Liabilities

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

March 31, 2026 December 31, 2025

Rio Grande LNG Facility $ 846,362 $ 769,137

Accrued interest 39,250 73,945

Employee compensation expense 13,594 13,425

Taxes 12,197 2,862

Employee compensation 7,436 19,740

Other accrued liabilities 21,892 25,378

1 unchanged sentence

Note 5 — Debt

Outstanding debt consisted of the following (in thousands):

September 30, 2025 December 31, 2024

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

March 31, 2026 December 31, 2025

Phase 1 LLC Debt:

9 unchanged sentences

251,000 251,000

CD Credit Facility 2,967,000 1,022,000

TCF Credit Facility 413,000 226,000

CD Credit Agreement

4,389,000 3,708,000

TCF Credit Agreement

550,000 485,000

Total Phase 1 LLC Debt 7,551,000 6,805,000

12.00 % Corporate Credit Agreement due 2030 (1)

Train 4 LLC Debt:

Train 4 LLC Credit Agreement

428,000 357,000

Train 5 LLC Debt:

6.56 % Senior Secured Notes due 2050

150,000 150,000

13.00 % Super FinCo Term Loan due 2031

1,254,428 1,214,517

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

100,000 100,000

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

207,629 200,851

Total debt 9,691,057 8,827,368

Unamortized debt issuance costs ( 335,799 ) ( 316,443 )

Total debt, net $ 6,609,434 $ 3,920,425

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

$ 9,355,258 $ 8,510,925

Phase 1 LLC Debt

Senior Secured Notes and Senior Secured Loans

The 6.67 % Senior Secured Notes, 6.85 % Senior Secured Notes and 6.58 % Senior Secured Notes (collectively, the “Senior Secured Notes”) as well as the 6.72 % Senior Secured Loans and 7.11 % Senior Secured Loans (collectively, the “Senior Secured Loans”) are senior secured obligations of Phase 1 LLC, ranking senior in right of payment to any and all of Phase 1 LLC’s future indebtedness that is subordinated to the Senior Secured Notes and the Senior Secured Loans, and equal in right of payment with Phase 1 LLC’s other existing and future indebtedness that is senior and secured by the same collateral securing the Senior Secured Notes and Senior Secured Loans.

The Senior Secured Notes and Senior Secured Loans are secured on a first-priority basis by a security interest in all of the membership interests in Phase 1 LLC and substantially all of Phase 1 LLC’s assets, on a pari passu basis with the CD Credit Facility and the TCF Credit Facility.

Phase 1 LLC ’s Credit Facilities

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

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility

Total Facility Size $ 250,000 $ 8,448,000 $ 800,000

Outstanding balance — 2,967,000 413,000

Letters of credit issued 74,387 — —

Available commitment $ 175,613 $ 5,481,000 $ 387,000

Priority ranking Senior secured Senior secured Senior secured

Interest rate on outstanding balance SOFR + 2.25 %

SOFR + 2.25 %

Commitment fees on undrawn balance 0.68 % 0.68 % 0.68 %

Maturity Date 2030 2030 2030

Phase 1 LLC’s obligations under the CD Senior Working Capital Facility and CD Credit Facility are secured by substantially all of the assets of Phase 1 LLC as well as a pledge of all of the membership interests in Phase 1 LLC on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the TCF Credit Facility.

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

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

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

Restrictive Debt Covenants

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

The Senior Secured Loans, Senior Secured Notes and Phase 1 LLC Credit Facilities require Phase 1 LLC to maintain a historical debt service coverage ratio (“DSCR”) of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date.

With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans require Phase 1 LLC to make an offer to repay the amounts outstanding at 101 % (with respect to a change of control event) or par (with respect to each other event).

Corporate Credit Agreement

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

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

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

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

Prepayment Prior To % of Principal

December 31, 2026 (1)

December 31, 2027 105.0 %

December 31, 2028 102.5 %

December 31, 2030 100.0 %

(1) Prepayment prior to December 31, 2026 would require an additional make whole premium.

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

On May 14, 2025, the Corporate Credit Agreement was amended to increase its initial principal amount by an additional $ 50.0 million (the “CC Amendment”) with the same interest rate, maturity date and prepayment terms as the Corporate Credit Agreement.

In conjunction with the CC Amendment, NextDecade issued warrants to purchase an additional approximately 2.0 million shares of our common stock (the “CC Amendment Warrants”) to the lenders.

The relative fair value of the CC Amendment Warrants of approximately $ 7.8 million has been recognized as a discount to the Corporate Credit Agreement.

For additional details about the Initial Warrants and CC Amendment Warrants, refer to Note 8 — Stockholders' Equity.

The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of train 4 and train 5, subject to the terms and conditions provided therein, including that Super Holdings make an offer to prepay the Corporate Credit Agreement in full at par plus accrued and unpaid interest.

Super FinCo Term Loan

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

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

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

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

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

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

Restrictive Covenants

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

In addition, NextDecade

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

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.

Principal on the 6.85 % Senior Secured Notes, 6.58 % Senior Secured Notes, and the 7.11 % Senior Secured Loans amortizes beginning in 2029 with final maturities in 2047.

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.

Phase 1 LLC’s Credit Agreements

The total commitments under the CD Credit Agreement and TCF Credit Agreement (together, the “Phase 1 LLC Committed Credit Facilities”) are $ 8.4 billion and $ 0.8 billion, respectively.

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 March 31, 2026, no amounts have been drawn and approximately $ 141.1 million letters of credit have been issued .

The Phase 1 LLC Committed Credit Facilities are senior secured facilities that amortize quarterly beginning on or after 90 days following the completion of certain conditions including commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”) for Train 3.

The facilities have a final maturity in July 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, and are secured by the same collateral package as the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans.

Train 4 LLC and Train 5 LLC Credit Agreements

In September 2025 and October 2025, Train 4 LLC and 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 Train 4 LLC and Train 5 LLC facilities amortize quarterly beginning on or after 90 days following the completion of certain conditions, including commencement of our SPAs for the respective trains, and mature in September 2032 and October 2032, respectively.

As of March 31, 2026, $ 428.0 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

In October 2025, 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 beginning in 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 and 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.

Availability commences upon satisfaction of the FERC Remand Condition.

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

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

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

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

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

Restrictive Covenants

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

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

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

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

Train 4 LLC Credit Agreement

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

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

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

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

Restrictive Covenants

The Train 4 LLC Credit Agreement includes:

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

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

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

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

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

acceleration/termination occurs automatically upon bankruptcy or insolvency events.

Covenant Compliance

As of September 30, 2025, the Company was in compliance with all covenants related to its respective debt agreements.

Debt Extinguishment

During April 2025, Phase 1 LLC reduced the available commitment on the CD Senior Working Capital Facility by $ 250.0 million, resulting in a loss on debt extinguishment of approximately $ 9.2 million for the nine months ended September 30, 2025.

In September 2025, 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.

In October 2025, 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 in October 2030, 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 March 31, 2026, no amounts had been drawn and $ 1.2 billion of letters of credit were issued under the FinCo Credit Agreement.

Super FinCo Term Loan

In September 2025, Super FinCo entered into a credit agreement (the “Super FinCo Term Loan”) 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.

In October 2025, the Super FinCo Term Loan 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 Super FinCo Term Loan matures on the earlier of September 2033 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 Super FinCo Term Loan 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

In November 2025, Super Holdings, a wholly owned subsidiary of the Company, amended its Corporate Credit Agreement (the “A&R Corporate Credit Agreement”).

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

• Series A Loans:

Consists of $ 100.0 million in aggregate principal that matures on November 17, 2030 and bears 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 Series A Exchange Option is accounted for as a derivative liability (see Note 6 — Derivatives ).

• Series B Loans:

Consists of the remaining principal that matures on October 16, 2030 and bears 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.

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

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.

Certain of the Company’s credit agreements also include covenants that, among other things, require the borrower and its subsidiaries to maintain a historical Debt Service Coverage Ratio (DSCR) of at least 1.10 :1.00 as of a specified date in the respective agreement, and covenants that restrict the net assets of the respective subsidiaries from being distributed to NextDecade, unless certain conditions are met.

As of March 31, 2026, the Company was in compliance with all covenants related to its respective debt agreements.

Interest Expense

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

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

2025 2024 2025 2024

Interest expense consisted of the following (in thousands):

Three Months Ended March 31,

Interest on debt obligations $ 166,652 $ 73,105

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Capitalized interest ( 128,017 ) ( 63,601 )

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

Interest expense

$ 79,247 $ 27,205

Fair Value Disclosures

The following table shows the carrying amount and estimated fair value of our debt (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

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

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

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

Phase 1 Senior Secured Notes

$ 2,005,000 $ 2,044,347 $ 2,005,000 $ 2,077,080

Phase 1 Senior Secured Loans

607,000 633,625 607,000 643,504

Train 5 Senior Secured Notes 150,000 145,714 150,000 148,470

Super FinCo Term Loan 1,254,428 1,197,091 1,214,517 1,144,196

The fair value of the Senior Secured Notes, Senior Secured Loans, Corporate Credit Agreement and Super FinCo Term Loan was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings and are classified as Level 2 in the fair value hierarchy.

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

A&R Corporate Credit Agreement - Series A

100,000 92,870 100,000 77,416

A&R Corporate Credit Agreement - Series B

207,629 174,358 200,851 165,518

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 6 — Derivatives

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 5 — Debt .

These include Swaps entered into by Phase 1 LLC in July 2023 and by Train 4 LLC, Train 5 LLC, and FinCo in the second half of 2025 for their respective debt obligations.

As of March 31, 2026, the Company 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

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

FinCo Swaps 7,852 1,389,854 2035 4.0 % USD - SOFR

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

The Company has issued approximately 9.2 million warrants (the “Warrants”) in connection with the A&R Corporate Credit Agreement that consist of approximately 3.6 million warrants with an exercise price of $ 7.15 per share and approximately 5.6 million warrants with an exercise price of $ 9.30 per share.

Approximately 7.2 million of the Warrants mature in 2031 and the approximately 2.0 million remaining warrants mature in 2032.

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 approximately 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.

The Warrants are accounted for as derivative liabilities and are remeasured each period using either a Black-Scholes model or Monte Carlo, depending on the terms of the instrument (Level 2).

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

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):

March 31, 2026

Swaps Series A Exchange Option Warrants Total

Derivatives - current assets $ 13,202 $ — $ — $ 13,202

Derivatives - noncurrent assets 501,207 — — 501,207

Accrued and other current liabilities 4,113 — — 4,113

Derivatives - noncurrent liabilities 108,222 28,986 47,145 184,353

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

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

Three Months Ended March 31,

Swaps $ ( 35,611 ) $ ( 167,509 )

Series A Exchange Option ( 13,266 ) —

Warrants ( 13,233 ) —

Other — ( 1,191 )

Derivative loss, net $ ( 62,110 ) $ ( 168,700 )

Note 7 — Variable Interest Entities

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

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.

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

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

The following table presents the summarized combined assets and liabilities (in thousands) of Phase 1 Holdings and Train 4 Holdings, which are included in the Company’s Consolidated Balance Sheets.

The assets in the table below may only be used to settle the obligations of Phase 1 Holdings and Train 4 Holdings, respectively.

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 Holdings, Train 4 Holdings, and Train 5 Holdings, and is their primary beneficiary, resulting in the consolidation of these entities 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 assets and liabilities of Phase 1 Holdings and Train 4 Holdings only and exclude intercompany balances between Phase 1 Holdings and Train 4 Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

September 30, 2025 December 31, 2024

The assets and liabilities in the table below include only the assets and liabilities of Phase 1 Holdings, Train 4 Holdings, 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.

March 31, 2026 December 31, 2025

Current assets:

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Accounts payable $ 292,236 $ 438,498

Accrued liabilities and other current liabilities 734,861 321,162

Operating lease 2,722 2,649

Operating leases 300 2,747

Accrued and other current liabilities 868,082 829,340

Total current liabilities 1,160,618 1,270,585

Operating lease 127,202 129,253

Derivatives 79,298 —

Debt, net 7,928,837 7,135,483

Operating leases 102,175 126,506

Derivatives 104,460 84,606

Total liabilities $ 9,296,090 $ 8,617,180

Note 8 — Stockholders’ Equity

NextDecade issued the Initial Warrants in two tranches giving the lender the right to purchase up to approximately 3.6 million shares of our common stock at $ 7.15 per share (“Tranche A”) and an additional approximately 3.6 million shares of our common stock at $ 9.30 per share (“Tranche B”).

The Initial Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to December 31, 2029.

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

The CC Amendment Warrants give the lenders the right to purchase up to approximately 2.0 million shares of our common stock at $ 9.30 per share.

The CC Amendment Warrants may be exercised by the holders solely on a cashless exercise basis at any time prior to May 14, 2030.

The Initial Warrants and CC Amendment Warrants have been excluded from the computation of diluted loss per share for the three and nine months ended September 30, 2025 because including them in the computation would have been antidilutive for the period presented.

Note 9 — Share-based Compensation

The Company has granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, directors and outside consultants under the 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”).

Upon the vesting of Restricted Stock, shares of common stock are released to the grantee.

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

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

The approximately 11.4 million shares of Restricted Stock, as well as approximately 1.5 million stock options outstanding, have been excluded from the computation of diluted loss per share for the three and nine months ended September 30, 2025 because including them in the computation would have been antidilutive for the period presented.

Related Party Transactions

TotalEnergies SE and its subsidiaries (together, “TotalEnergies”) are related parties under Accounting Standards Codification 850, Related Party Disclosures, due to TotalEnergies’s ownership of more than 10% of the Company’s common stock.

The Company entered into commercial and financing arrangements with TotalEnergies as part of the final investment decisions for Phase 1 and Train 4, including long-term LNG sale and purchase agreements for Phase 1 and Train 4 and equity commitments to Phase 1 Holdings and Train 4 Holdings.

TotalEnergies also provides contingent credit support for the TCF Credit Agreement.

For the three months ended March 31, 2026, TotalEnergies contributed approximately $ 48.4 million under its equity commitments to Phase 1 Holdings.

Note 8 — Loss Per Share

The computation of basic and diluted loss per share is as follows (in thousands, except per share amounts):

Three Months Ended March 31,

Net loss attributable to common stockholders $ ( 136,406 ) $ ( 88,805 )

Weighted average shares outstanding — basic & diluted 264,908 260,405

Loss per common share — basic & diluted $ ( 0.51 ) $ ( 0.34 )

Potentially dilutive shares related to unvested restricted stock and restricted stock units, outstanding stock options, the Warrants, and the Series A Exchange Option were excluded from the calculation of diluted loss per share because their effect would have been antidilutive for the periods presented.

Note 9 — Commitments and Contingencies

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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 September 30, 2025, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

As of March 31, 2026, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 10 — Supplemental Cash Flows

The following table provides supplemental disclosure of cash flow information (in thousands):

Nine Months Ended September 30,

Three Months Ended March 31,

Interest payments classified as operating activities $ 37,772 $ 27,299

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Non-cash settlement of warrant liabilities — 2,828

Corporate fixed asset retirements 879 1,256

Accrued liabilities for debt and equity issuance costs 8,839 —

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

Note 12 — Subsequent Events

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

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

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

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

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

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

FERC Remand Order

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

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

Capitalized interest that was paid-in-kind 17,923 —

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

What changed 10-Q

Item 1. Financial Statements