What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-30 compared with 2026-05-01 · 137 added, 67 removed, 329 unchanged (38% of the section changed)

3 unchanged sentences

(in thousands, except share and par value data;

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

39 unchanged sentences

(in thousands, except per share data;

Three Months Ended March 31,

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

2026 2025 2026 2025

Revenues $ — $ — $ — $ —

Operating expenses:

Operating and maintenance expense 13,527 17,752 33,543 33,645

General and administrative expense 30,298 36,875 62,876 68,460

5 unchanged sentences

Other income (expense):

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

Derivative gain (loss), net 116,075 25,157 53,965 ( 143,543 )

Interest expense ( 90,777 ) ( 31,634 ) ( 170,024 ) ( 58,839 )

Loss on debt extinguishment ( 32,451 ) ( 9,160 ) ( 32,451 ) ( 9,160 )

Other income (expense), net 1,542 1,273 2,974 3,866

3 unchanged sentences

Net loss ( 60,183 ) ( 70,632 ) ( 255,223 ) ( 315,860 )

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

net income (loss) attributable to non-controlling interests 5,243 ( 9,765 ) ( 53,391 ) ( 166,188 )

Net loss attributable to common stockholders $ ( 65,426 ) $ ( 60,867 ) $ ( 201,832 ) $ ( 149,672 )

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

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

Loss per common share — basic $ ( 0.25 ) $ ( 0.23 ) $ ( 0.76 ) $ ( 0.57 )

Loss per common share — diluted $ ( 0.25 ) $ ( 0.23 ) $ ( 0.76 ) $ ( 0.57 )

Weighted average shares outstanding — basic 265,043 260,877 264,976 260,646

Weighted average shares outstanding — diluted 265,387 260,877 264,976 260,646

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

2 unchanged sentences

(in thousands;

Three Months Ended March 31,

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

2026 2025 2026 2025

Total equity, beginning balances $ 2,360,144 $ 1,723,538 $ 2,301,087 $ 1,744,386

12 unchanged sentences

Exercise of common stock warrants — — — 2,827

Warrants issued in connection with Debt — 7,761 — 7,761

Ending balances 942,362 884,656 942,362 884,656

7 unchanged sentences

Receipt of equity commitments 477,787 193,749 721,524 404,487

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

Net income (loss) 5,243 ( 9,765 ) ( 53,391 ) ( 166,188 )

Ending balances 2,873,882 1,605,044 2,873,882 1,605,044

4 unchanged sentences

(in thousands;

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

1 unchanged sentence

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

Depreciation 378 613

Depreciation and amortization 8,275 1,006

Share-based compensation expense 10,797 13,834

Derivative loss, net 62,110 168,700

Derivative (gain) loss, net ( 53,965 ) 143,543

Derivative settlements 4,197 9,315

Reduction of right-of-use assets 1,620 5,159

Loss on debt extinguishment 32,451 9,160

Amortization of debt issuance costs 58,261 33,911

13 unchanged sentences

Proceeds from debt issuance 2,404,000 1,288,000

Repayments of debt ( 990,000 ) —

Receipt of equity commitments 759,959 412,667

Debt issuance costs ( 44,654 ) ( 32,239 )

Finance lease payments ( 5,397 ) —

Shares repurchased related to share-based compensation ( 18 ) ( 91 )

Net cash provided by financing activities 2,123,890 1,668,337

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

Net (decrease) increase in cash, cash equivalents and restricted cash ( 207,519 ) 64,277

Cash, cash equivalents and restricted cash – beginning of period 707,088 392,762

7 unchanged sentences

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.

We are also developing and advancing the permitting process for expansion Trains 6 through 8 at the Rio Grande LNG Facility.

Basis of Presentation

2 unchanged sentences

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.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the operating results for the full year.

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

The Company began presenting operating and maintenance expense, which primarily consists of costs associated with the Rio Grande LNG Facility and pre-operational readiness activities, as a separate line item on its Consolidated Statements of Operations.

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

Note 2 — Property, Plant and Equipment

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Fixed assets and other assets:

Rio Grande LNG Facility under construction $ 13,075,552 $ 10,563,032

Corporate and other 8,236 8,163

Total property, plant and equipment, at cost 11,667,203 10,571,195

Accumulated depreciation ( 3,641 ) ( 2,884 )

Total fixed assets and other assets, net 13,080,147 10,568,311

Finance lease right-of-use assets 434,079 —

Total property, plant and equipment, net $ 13,514,226 $ 10,568,311

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 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):

The Company leases various assets, including the site for the Rio Grande LNG Facility, office space, and LNG vessels under time charter agreements.

The Rio Grande LNG Facility site lease includes renewal options that are reasonably certain of exercise and are included in the lease term and recognized as part of our right of use assets and lease liabilities.

The Company also subleases certain of our vessels under charter to third-parties from time to time.

For LNG vessels, the Company has elected to combine the lease component and its associated non-lease component and account for them as a single lease component.

Additional vessel charters are expected to commence in the second half of 2026 upon delivery of the related vessels.

The following table shows the classification and location of our right-of-use assets and lease liabilities on our Consolidated Balance Sheets (in thousands):

Consolidated Balance Sheets Location June 30, 2026 December 31, 2025

Right-of-use assets - operating Operating lease right-of-use assets $ 136,793 $ 162,493

Right-of-use assets - financing Property, plant and equipment, net 434,079 —

Total right-of-use assets $ 570,872 $ 162,493

Current operating lease liabilities Operating leases - current liabilities $ 1,633 $ 3,883

Current finance lease liabilities Accrued and other current liabilities 33,409 —

Non-current operating lease liabilities Operating leases - non-current liabilities 118,932 142,266

Non-current finance lease liabilities Debt, net 396,707 —

Total lease liabilities $ 550,681 $ 146,149

Total lease costs consisted of the following (in thousands):

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

2026 2025 2026 2025

Operating lease cost $ 2,720 $ 2,579 $ 5,317 $ 5,114

Finance lease cost:

Amortization of right-of-use assets 7,352 — 7,352 —

Interest on lease liabilities 5,073 — 5,073 —

Total finance lease cost 12,425 — 12,425 —

Sublease income ( 4,069 ) — ( 4,069 ) —

Total lease cost $ 11,076 $ 2,579 $ 13,673 $ 5,114

Maturities of operating and finance lease liabilities as of June 30, 2026 are as follows (in thousands, except lease term and discount rate):

Operating Leases Finance Leases

2026 (remaining) $ 4,928 $ 31,576

2027 10,359 62,638

2028 10,403 42,308

2029 10,146 35,624

2030 10,191 35,624

Thereafter 319,587 578,475

4 unchanged sentences

Weighted average discount rate — percent 7.0 7.1

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 ) —

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

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 5,365 $ 3,824

Operating cash flows from finance leases 5,073 —

Financing cash flows from finance leases 5,397 —

Noncash right-of-use assets and lease liabilities recorded for new and modified operating leases ( 23,927 ) —

Noncash right-of-use assets and lease liabilities recorded for new finance leases 435,513 —

Note 4 — Accrued and Other Current Liabilities

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Rio Grande LNG Facility $ 1,205,412 $ 769,137

5 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Phase 1 LLC Debt:

10 unchanged sentences

CD Credit Agreement 3,819,000 3,708,000

4,389,000 3,708,000

TCF Credit Agreement 496,000 485,000

550,000 485,000

Total Phase 1 LLC Debt 6,927,000 6,805,000

Phase 1 HoldCo Borrower Debt:

7.05 % Phase 1 HoldCo Borrower Term Loan due 2033

Train 4 LLC Debt:

Train 4 LLC Credit Agreement 549,000 357,000

428,000 357,000

Train 5 LLC Debt:

9 unchanged sentences

Unamortized debt issuance costs ( 316,011 ) ( 316,443 )

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

Finance leases 396,707 —

Debt, net $ 10,416,607 $ 8,510,925

Phase 1 LLC Debt

6 unchanged sentences

The CD Credit Agreement includes an additional $ 250.0 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 .

As of June 30, 2026, no amounts have been drawn and approximately $ 141.1 million of 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.

1 unchanged sentence

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.

In June 2026, Phase 1 LLC repaid approximately $ 904.0 million and $ 86.0 million of the amounts outstanding under the CD Credit Agreement and TCF Credit Agreement, respectively, resulting in a loss on debt extinguishment of approximately $ 32.5 million recorded during the three and six months ended June 30, 2026.

Phase 1 HoldCo Borrower Term Loan

In June 2026, Phase 1 HoldCo Borrower entered into a credit agreement (the “Phase 1 HoldCo Borrower Term Loan”) providing for a term loan in an amount of $ 1.0 billion to (i) make an equity contribution to Phase 1 LLC, which Phase 1 LLC used to reduce outstanding borrowings under its credit facilities, (ii) pay certain fees and expenses associated with the Phase 1 HoldCo Borrower Term Loan and (iii) pay general and administrative expenses of Phase 1 HoldCo Borrower.

The Phase 1 HoldCo Borrower Term Loan matures on June 17, 2033.

Interest is payable semi-annually in cash or paid-in-kind (“PIK”) at Phase 1 HoldCo Borrower’s election until the first interest payment date after June 2029 and in cash thereafter.

The Phase 1 HoldCo Borrower Term Loan is secured by pledges of the equity interests in the Phase 1 HoldCo Borrower by its holding company and by a first-priority security interest in substantially all personal property of Phase 1 HoldCo Borrower, including its membership interests in Phase 1 LLC.

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.

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 a portion of 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.

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 the SPAs for the respective trains, and mature in September 2032 and October 2032, respectively.

As of June 30, 2026, $ 549.0 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 $ 500.0 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.

In December 2025, the Company issued the first installment of $ 150.0 million of the Train 5 Senior Secured Notes at par, with the second installment of $ 100.0 million issued in April 2026.

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

1 unchanged sentence

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.

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 in the same collateral package.

FinCo Credit Agreement

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.

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 a portion of the Company’s equity contributions to 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.

2 unchanged sentences

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.

As of June 30, 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 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 Train 4 LLC and to finance interest during Train 4 construction, pay fees and expenses associated with the Super FinCo and FinCo credit agreements and related facilities, and fund other costs of Super FinCo.

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 matures on the earlier of September 2033 or the 85 th day prior to the maturity of the FinCo Credit Agreement (as extended or refinanced).

Interest is payable quarterly with an option to elect 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.

16 unchanged sentences

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.

Certain of the Company’s credit agreements also include covenants that, among other things, require the borrower and its subsidiaries to maintain a specified minimum historical debt service coverage ratio 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 June 30, 2026, the Company was in compliance with all covenants related to its respective debt agreements.

Interest Expense

Interest expense consisted of the following (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Interest on debt obligations $ 180,121 $ 84,404 $ 346,773 $ 157,509

Amortization of debt issuance costs 30,379 16,995 59,921 33,911

Interest on finance lease liabilities 5,073 — 5,073 —

Other interest and financing costs 11,407 410 22,477 1,195

2 unchanged sentences

Interest expense $ 90,777 $ 31,634 $ 170,024 $ 58,839

$ 79,247 $ 27,205

Fair Value Disclosures

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

11 unchanged sentences

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.

The fair value of the Phase 1 HoldCo Borrower Term Loan approximates its carrying amount because of the close proximity of the issuance of the debt to June 30, 2026 .

Note 6 — Derivatives

1 unchanged sentence

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):

In June 2026, the Company reduced the notional amount of certain of the Phase 1 Swaps, resulting in an approximate $ 109.2 million receivable due to us based on the fair value of the notional reduction as of the transaction date less transaction costs of approximately $ 2.6 million.

This receivable is classified within Prepaid expenses and other current assets within our Consolidated Balance Sheet.

See Note 11 — Subsequent Events for additional information about the receivable.

As of June 30, 2026, the Company had the following Swaps outstanding (in thousands):

Initial Notional Amount Maximum Notional Amount Maturity (1)

4 unchanged sentences

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.

(1) Phase 1, Train 4, Train 5, and FinCo Swaps, have early mandatory termination 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.

2 unchanged sentences

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.

The Company 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.

5 unchanged sentences

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

March 31, 2026

June 30, 2026

Swaps Series A Exchange Option Warrants Total

9 unchanged sentences

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,

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

2026 2025 2026 2025

Swaps $ 111,899 $ 25,897 $ 76,288 $ ( 141,612 )

2 unchanged sentences

Other — ( 740 ) — ( 1,931 )

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

Derivative gain (loss), net $ 116,075 $ 25,157 $ 53,965 $ ( 143,543 )

Note 7 — Variable Interest Entities

3 unchanged sentences

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.

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.

2 unchanged sentences

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

June 30, 2026 December 31, 2025

Current assets:

22 unchanged sentences

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.

For the three and six months ended June 30, 2026, TotalEnergies contributed approximately $ 329.1 million and $ 377.5 million under its equity commitments to Phase 1 Holdings, respectively.

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.

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

2026 2025 2026 2025

Net loss attributable to common stockholders — basic $ ( 65,426 ) $ ( 60,867 ) $ ( 201,832 ) $ ( 149,672 )

Warrants — change in fair value ( 277 ) — — —

Net loss attributable to common stockholders — diluted $ ( 65,703 ) $ ( 60,867 ) $ ( 201,832 ) $ ( 149,672 )

Weighted average shares outstanding — basic 265,043 260,877 264,976 260,646

Warrants — incremental shares 344 — — —

Weighted average shares outstanding — diluted 265,387 260,877 264,976 260,646

Loss per common share — basic $ ( 0.25 ) $ ( 0.23 ) $ ( 0.76 ) $ ( 0.57 )

Loss per common share — diluted $ ( 0.25 ) $ ( 0.23 ) $ ( 0.76 ) $ ( 0.57 )

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

Potentially dilutive shares related to the Warrants were included from the calculation of diluted loss per share for the three months ended June 30, 2026, and excluded from the remaining periods presented because their effect would have been antidilutive.

See Note 5 — Debt and Note 6 — Derivatives for additional information about the Series A Exchange Option and the Warrants, respectively.

Note 9 — Commitments and Contingencies

1 unchanged sentence

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 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.

As of June 30, 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):

Three Months Ended March 31,

Six Months Ended June 30,

Interest payments classified as operating activities $ 47,250 $ —

3 unchanged sentences

Capitalized interest that was paid-in-kind 36,502 —

Accrued liabilities for debt issuance costs 1,153 1,718

Note 11 — Subsequent Events

On July 2, 2026, Phase 1 LLC completed an offering of $ 3.5 billion of aggregate principal amount of senior secured notes.

The net proceeds from the offering were used to repay approximately $ 3.5 billion of outstanding borrowings under its existing Phase 1 LLC Committed Credit Facilities and pay related fees and expenses.

In addition, the Company collected the $ 109.2 million receivable related to the net settlement of certain of the Phase 1 Swaps, as described in Note 6 — Derivatives .

The proceeds were also used to repay outstanding borrowings under its existing Phase 1 LLC Committed Credit Facilities.

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