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Item 2. Management’s Discussion and Analysis

2026-07-30 compared with 2026-05-01 · 102 added, 75 removed, 139 unchanged (56% of the section changed)

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All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations and economic performance, are forward-looking statements.

The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “target,” “believe,” “seek,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “assume,” “budget,” “forecast,” “target,” and other words and terms of similar expressions, are intended to identify forward-looking statements.

The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “seek,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “assume,” “budget,” “forecast,” “target,” and other words and terms of similar expressions, are intended to identify forward-looking statements.

We have based these forward-looking statements on assumptions and analysis made by us in light of our current expectations, perceptions of historical trends, current conditions and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs.

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You should consider our forward-looking statements in light of a number of factors that may cause actual results to vary from our forward-looking statements including, but not limited to:

• our progress in the development of our natural gas liquefaction and liquefied natural gas (“LNG”) export project and any carbon capture and storage projects (“CCS projects”) we may develop and the timing of that progress;

• the timing and cost of the development, construction and operation of the first five liquefaction trains and related common facilities of the multi-plant integrated natural gas liquefaction and LNG export facility to be located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

• our progress in the development of our natural gas liquefaction and liquefied natural gas (“LNG”) export project and the timing of that progress;

• the timing and cost of the development, construction and operation of the first five liquefaction trains and related common facilities of the multi-plant integrated natural gas liquefaction and LNG export facility located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

• the availability and frequency of cash distributions available to us from the Joint Ventures, which own Phase 1, Train 4, and Train 5 of the Rio Grande LNG Facility;

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• increases in interest rates increasing the cost of servicing indebtedness;

• our reliance on third parties to successfully complete the Rio Grande LNG Facility, any CCS projects we develop, and related pipelines and other infrastructure;

• our ability to develop and implement CCS projects;

• our reliance on third parties to successfully complete the Rio Grande LNG Facility and related pipelines and other infrastructure;

• our ability to secure additional debt and equity financing in the future, including any refinancing of outstanding indebtedness, on commercially acceptable terms;

• the accuracy of estimated costs for the Rio Grande LNG Facility and any CCS projects;

• our ability to achieve operational characteristics of the Rio Grande LNG Facility and any CCS projects, when completed, including amounts of liquefaction capacities and amount of CO 2 captured and stored, and any differences in such operational characteristics from our expectations;

• the development risks, operational hazards, and regulatory approvals applicable to the Rio Grande LNG Facility, our LNG and any CCS project development, construction and operation activities and those of our third-party contractors and counterparties;

• the ability to obtain or maintain governmental approvals to construct or operate the Rio Grande LNG Facility and any CCS projects;

• the accuracy of estimated costs for the Rio Grande LNG Facility;

• our ability to achieve operational characteristics of the Rio Grande LNG Facility, when completed, including amounts of liquefaction capacities, and any differences in such operational characteristics from our expectations;

• the development risks, operational hazards, and regulatory approvals applicable to the Rio Grande LNG Facility, our LNG, construction and operation activities and those of our third-party contractors and counterparties;

• the ability to obtain or maintain governmental approvals to construct or operate the Rio Grande LNG Facility;

• technological innovation which may lessen our anticipated competitive advantage or demand for our offerings;

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• the availability of LNG vessels worldwide;

• changes in legislation and regulations relating to the LNG and carbon capture industries, including environmental laws and regulations that impose significant compliance costs and liabilities;

• scope of implementation of carbon pricing regimes aimed at reducing greenhouse gas emissions;

• global development and maturation of emissions reduction credit markets;

• adverse changes to existing or proposed carbon tax incentive regimes;

• global pandemics, the Russia-Ukraine conflict, the conflict in the Middle East, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Rio Grande LNG Facility and the health and safety of our employees, and on our customers, the global economy and the demand for LNG or carbon capture;

• changes in legislation and regulations relating to the LNG industry, including environmental laws and regulations that impose significant compliance costs and liabilities;

• global pandemics, the Russia-Ukraine conflict, conflicts in the Middle East, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Rio Grande LNG Facility and the health and safety of our employees, and on our customers, the global economy and the demand for LNG;

• risks related to doing business in and having counterparties in foreign countries, including as a result of tariffs;

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The first five liquefaction trains and related infrastructure (together, “Phase 1”, “Train 4”, and “Train 5”) at the Rio Grande LNG Facility are currently under construction.

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.

We are focused on constructing and operating the Rio Grande LNG Facility safely, efficiently, on schedule, and on budget.

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Construction and Commissioning

• Under the engineering, procurement, and construction (“EPC”) contracts with Bechtel Energy, Inc.

(“Bechtel”), as of March 2026:

• The overall project completion percentage for Trains 1 and 2 and the common facilities at the Rio Grande LNG Facility was 67.8%.

Within this project completion percentage, engineering was 98.4% complete, procurement was 94.3% complete, and construction was 49.4% complete.

• The overall project completion percentage for Train 3 at the Rio Grande LNG Facility was 44.2%.

Within this project completion percentage, engineering was 91.4% complete, procurement was 82.6% complete, and construction was 11.4% complete.

• The overall project completion percentage for Train 4 at the Rio Grande LNG Facility was 10.6%.

Within this project completion percentage, engineering was 43.6% complete, procurement was 18.8% complete, and construction was 0.5% complete.

• The overall project completion percentage for Train 5 at the Rio Grande LNG Facility was 6.8%.

Within this project completion percentage, engineering was 11.7% complete, procurement was 15.3% complete, and construction was 0.0% complete.

• Early electrical commissioning of Train 1 continues, and we expect first gas into the Rio Grande LNG Facility in the second half of 2026 and first LNG production from Train 1 in the first half of 2027.

• Progress on Trains 1 through 5 under the engineering, procurement, and construction (“EPC”) contracts with Bechtel Energy, Inc.

(“Bechtel”) as of June 2026 consisted of:

Overall Completion Percentage Engineering Procurement Construction Commissioning

Trains 1 and 2 74.0% 99.1% 97.8% 58.9% 0.6%

Train 3 50.4% 96.5% 90.2% 17.4% —

Train 4 15.5% 69.4% 25.4% 1.4% —

Train 5 9.4% 26.8% 19.3% — —

• We safely energized our main substation with 138kV power in May, and we seconded over 100 operational employees to Bechtel in June as part of preparations for first LNG production.

We continue to expect first gas into the Rio Grande LNG Facility in the second half of 2026 and first LNG production from Train 1 in the first half of 2027.

• In May 2026, we filed a formal application with the Federal Energy Regulatory Commission (“FERC”) for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth.

With the application, we requested a waiver from FERC of the approximately one month remaining in the Train 6 pre-filing period, and FERC granted that waiver in June 2026.

• In June 2026, we filed an application with the Department of Energy for LNG export authorizations for Train 6.

• In June 2026, we executed a Reservation Agreement with Baker Hughes for the supply of main refrigeration compressors for Train 6.

Strategic and Commercial

• In early 2026, we began the marketing of early cargoes that we expect to produce in 2027 and 2028 prior to the commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”).

◦ In early 2026, we began the marketing of early cargoes that we expect to produce prior to the commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”).

In February 2026, we entered into LNG sales agreements for the sale of over 175 TBtu of LNG on a free-on-board (“FOB”) basis, with fixed liquefaction fees that are expected to achieve a cargo margin, calculated as the FOB LNG sales price less our expected costs of natural gas feedstock and fuel, of over $3.00 per MMBtu.

This volume represents 33% of our expected portfolio volumes from 2027 through early 2029.

◦ In April 2026, Rio Grande LNG Train 5, LLC issued a second installment of $100.0 million and in July 2026 issued a third installment of $100.0 million of 6.56% Senior Secured Notes due in 2050, pursuant to the Note Purchase Agreement entered into in conjunction with the positive final investment decision on Train 5 in October 2025, for the issuance of $500.0 million aggregate senior secured notes.

As of July 29, 2026, $350 million of these notes were issued and outstanding.

◦ In June 2026, Rio Grande LNG Intermediate HoldCo Borrower, LLC (“Phase 1 HoldCo Borrower”) entered into a credit agreement for a $1.0 billion term loan which bears interest at 7.05%, payable in cash or in-kind at our election until the first interest payment date after June 2029 and in cash thereafter, and matures in June 2033.

Net proceeds from this term loan were used to reduce outstanding borrowings under the Rio Grande LNG, LLC (“Phase 1 LLC”) credit facilities, to pay fees and expenses associated with the transaction, and to pay general and administrative expenses of Phase 1 HoldCo Borrower.

◦ In July 2026, Phase 1 LLC completed an offering of $3.5 billion 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 the Phase 1 LLC credit facilities and to pay fees and expenses associated with the transaction.

The tranches of senior secured notes issued were:

▪ $1.0 billion aggregate principal amount of senior secured notes due 2031, which bear interest at 5.25% and will mature in June 2031,

▪ $500.0 million aggregate principal amount of senior secured notes due 2034, which bear interest at 5.50% and will mature in January 2034,

▪ $1.25 billion aggregate principal amount of senior secured notes due 2036, which bear interest at 5.75% and will mature in June 2036, and

▪ $750.0 million aggregate principal amount of senior secured notes due 2041, which bear interest at 6.15% and will mature in June 2041.

◦ In conjunction with the Phase 1 HoldCo Borrower credit agreement and the Phase 1 LLC senior secured notes offering and repayment of credit facility borrowings, Phase 1 LLC also reduced the notional amount of certain of its interest rate swaps, resulting in settlement receipts totaling approximately $109.2 million in July 2026.

These settlement receipts were used to reduce outstanding borrowings under the Phase 1 LLC Credit facilities.

Rio Grande LNG Facility Activity

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The site is located on approximately 1,000 acres of land, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel.

We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, and location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S.

We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S.

Gulf Coast, access to an uncongested waterway for vessel loading, access to a large, skilled local labor force, and strong geotechnical conditions requiring less piling for soil stabilization than liquefaction facilities in other areas of the U.S.

Trains 1 through 5 at the Rio Grande LNG Facility are under construction, and we are developing and advancing the permitting process for Trains 6 through 8.

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The combined scope of Phase 1, Train 4, and Train 5 includes five liquefaction trains with a total expected LNG production capacity of approximately 30 million tonnes per annum (“MTPA”), four 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, ground flares, roads, levees surrounding the entire site, warehouses, and operations control room, maintenance, and administrative buildings.

Progress on Phase 1 as of March 2026 is ahead of the guaranteed completion schedule under the EPC contracts.

Train 1 continues to progress across all areas, with focus on piping, equipment installation, cable pulling, testing, and system completions, and the main cryogenic heat exchanger (“MCHE”) has been successfully installed in Train 1.

Construction activities for Trains 2 and 3 are advancing, including civil works, piping, structural steel, and equipment installation, with placement of the Train 2 compressor packages underway.

Welding of the inner tanks is progressing for Tanks 1 and 2, and concrete roof placement has been completed for both tanks.

Progress on Train 4 as of March 2026 is in line with the EPC contract.

Early civil works are progressing on Train 4, and production piling has commenced for Tank 3.

Progress on Train 5 as of March 2026 is in line with the EPC contract, and site preparation activities are underway for Train 5.

Across the site as of March 2026, construction of all permanent buildings is progressing, installation of perimeter security fencing is underway, construction activities at the gas inlet area are ongoing, dredging activities for the berths and turning basin are substantially complete, and channel deepening is nearing completion.

Progress on Phase 1 as of June 2026 is ahead of the guaranteed completion schedule under the EPC contracts.

All major equipment has been set for Train 1, including the main cryogenic heat exchanger (“MCHE”), and electrical commissioning of Train 1 is progressing.

Train 2 equipment installation is underway, and the second compressor string and turbine was set in July 2026.

Train 3 equipment installation has begun, including the first compressor string.

Welding of the inner tanks continues to progress for Tanks 1 and 2, and Tank 1 pipe installation is underway.

Progress on Trains 4 and 5 as of June 2026 is in line with the guaranteed completion schedule under the EPC contracts.

The Train 4 soil stabilization process was completed, and foundation pours began for the main cryogenic rack.

The Train 5 soil stabilization process began in early July 2026.

Tank 3 piling work is underway.

The main intake substation at the Rio Grande LNG Facility was energized safely in early May 2026.

Construction of the Bay Runner pipeline continues to progress and is on track to reach in-service in the third quarter of 2026.

Across the site as of June 2026, construction of permanent buildings is nearing completion, construction activities in the gas inlet area has progressed significantly, dredging activities for the berths and turning basin are substantially complete, and the channel deepening project is complete.

LNG Sale and Purchase Agreements for Trains 1 Through 5

We have entered into long-term LNG sale and purchase agreements (“SPAs”) with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 million tonnes per annum (“MTPA”) of LNG from Trains 1 through 5 at the Rio Grande LNG Facility.

We have entered into long-term LNG sale and purchase agreements (“SPAs”) with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 MTPA of LNG from Trains 1 through 5 at the Rio Grande LNG Facility.

The SPAs have a weighted average term of 19.5 years.

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Each of these SPAs is currently effective, and deliveries of LNG under these SPAs will commence on the respective Date of First Commercial Delivery (“DFCD”), which is primarily tied to the substantial completion or guaranteed substantial completion dates of specific trains as defined in each SPA.

Of the SPAs for Trains 1 through 5, approximately 23.75 MTPA are linked to Henry Hub and have average fixed fees, unadjusted for inflation, totaling approximately $3.0 billion expected to be paid annually.

Of the 25.3 MTPA of SPAs for Trains 1 through 5, approximately 23.75 MTPA are linked to Henry Hub and have average fixed fees, unadjusted for inflation, totaling approximately $3.0 billion expected to be paid annually.

Marketing of Uncontracted Volumes

We expect to sell any commissioning LNG volumes and operational LNG volumes in excess of SPA volumes (“portfolio volumes”) into the LNG market through spot, short-term, and medium-term agreements.

We have entered into certain time charter agreements and expect to enter into additional time charter agreements with vessel owners to provide shipping capacity for LNG sales related to our 1.0 MTPA delivered ex-ship SPA, expected commissioning volumes, and expected portfolio volumes.

We have entered into certain time charter agreements and expect to enter into additional time charter agreements with vessel owners to provide shipping capacity for commissioning and operational volumes.

We have also entered into certain subcharter agreements and may enter into additional subcharter agreements with third parties from time to time to manage our LNG shipping needs relative to chartered capacity.

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We are in the process of executing a substantial and diversified natural gas feedstock sourcing and transportation strategy to spread risk exposure across multiple contracts, counterparties, and pricing hubs.

We expect to enter into gas supply arrangements with a wide range of suppliers, and we also expect to leverage trading platforms and exchanges to lock in natural gas supply prices and/or hedge risk.

We have entered into agreements for transportation of natural gas to the Rio Grande LNG Facility on both a firm and interruptible basis to support commissioning and operations and provide the ability to purchase natural gas supplies at the Agua Dulce Hub and other physical access points, giving us access to prolific gas production from the Permian Basin, Eagle Ford Shale, and additional basins, and providing significant flexibility to obtain competitively priced natural gas feedstock.

We have entered into and expect to enter into additional gas supply arrangements with a wide range of suppliers, and we also expect to leverage trading platforms and exchanges to lock in natural gas supply prices and/or hedge risk.

We have entered into agreements for transportation of natural gas to supply the Rio Grande LNG Facility on both a firm and interruptible basis to support commissioning and operations and provide the ability to purchase natural gas supplies at the Agua Dulce Hub and other physical access points, giving us access to prolific gas production from the Permian Basin, Eagle Ford Shale, and additional basins, and providing significant flexibility to obtain competitively priced natural gas feedstock.

We believe our proximity to major reserve basins and shale plays, increasing pipeline capacity in the area, a significant amount of natural gas production and infrastructure investment, as well as our existing contacts and discussions with some of the largest regional operators, represent key elements of a comprehensive and effective feed gas strategy.

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Development of Additional Liquefaction Capacity

We are developing and advancing the permitting process for Trains 6 through 8 at the Rio Grande LNG Facility site, which are currently wholly owned by NextDecade and are cumulatively expected to increase the Company’s total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility site and adjacent to Trains 1 through 5.

In November 2025, we initiated the pre-filing process with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth, and we expect to file a formal application for this expansion with FERC before the end of the second quarter of 2026.

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

These trains are currently wholly owned by NextDecade and are cumulatively expected to increase the Company’s total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility and adjacent to Trains 1 through 5.

In May 2026, we filed a formal application with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth.

We are evaluating multiple areas on the site for the development of Trains 7 and 8 and expect to advance the development of these trains throughout 2026.

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Governmental Permits, Approvals and Authorizations

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy FTA and non-FTA authorizations.

In August 2025, the FERC issued a final order on remand (“Remand Order”) reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility, following the issuance of a supplemental Environmental Impact Statement (“SEIS”) in July 2025.

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including FERC approval and Department of Energy FTA and non-FTA authorizations.

In August 2025, FERC issued a final order on remand (“Remand Order”) reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility, following the issuance of a supplemental Environmental Impact Statement (“SEIS”) in July 2025.

In September 2025, certain intervenors filed a request for rehearing of the Remand Order.

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In December 2025, the same intervenors petitioned the D.C.

Circuit to review the Remand Order, and that appeal remains pending.

Circuit Court to review the Remand Order, and that appeal remains pending.

Corporate and Other Activities

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including the construction of Trains 1 through 5, the development of Trains 6 through 8, and exploring the potential development of a CCS project at the Rio Grande LNG Facility.

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including the construction of Trains 1 through 5 and the development of Trains 6 through 8 at the Rio Grande LNG Facility.

Liquidity and Capital Resources

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The Rio Grande Project Entities are required to deposit all cash received under their respective debt agreements into restricted accounts.

The usage or withdrawal of such cash is restricted to the payment of obligations related to their respective trains and common infrastructure and other restricted payments, and such cash and capital resources are not available to service the obligations of NextDecade.

The usage or withdrawal of such cash is restricted to the

payment of obligations related to their respective trains and common infrastructure and other restricted payments, and such cash and capital resources are not available to service the obligations of NextDecade.

Phase 1 FID Financing

In connection with the FID on Phase 1 at the Rio Grande LNG Facility, Phase 1 LLC obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500 million working capital facility, and closed a $700 million senior secured non-recourse private notes offering.

Phase 1 LLC expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area and installation of utilities, interest during construction and other financing costs, and including amounts spent prior to FID under limited notices to proceed.

Phase 1 LLC has refinanced a total of over $1.85 billion of its original $11.1 billion term loan facilities since July 2023 through the issuance of senior secured notes and loans.

In connection with the FID on Phase 1 at the Rio Grande LNG Facility in July 2023, Phase 1 LLC obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500.0 million working capital facility, and closed a $700.0 million senior secured non-recourse private notes offering.

Phase 1 LLC expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area, installation of utilities, interest during construction and other financing costs, and including amounts spent prior to FID under limited notices to proceed.

As of July 29, 2026, Phase 1 LLC has refinanced a total of over $6.4 billion of its original $11.1 billion term loan facilities through the issuance of senior secured notes and loans at Phase 1 LLC and a $1.0 billion term loan at Phase 1 HoldCo Borrower.

In April 2025, Phase 1 LLC elected to terminate $250.0 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250.0 million.

Train 4 FID Financing

In connection with the FID on Train 4 at the Rio Grande LNG Facility, Train 4 LLC obtained approximately $2.8 billion in equity capital commitments, inclusive of commitments from NextDecade, and entered into a senior secured non-recourse bank credit facility of approximately $3.8 billion.

In connection with the FID on Train 4 at the Rio Grande LNG Facility in September 2025, Train 4 LLC obtained approximately $2.8 billion in equity capital commitments, inclusive of commitments from NextDecade, and entered into a senior secured non-recourse bank credit facility of approximately $3.8 billion.

Train 4 LLC expects to utilize these capital resources to fund the total cost of Train 4 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner’s costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

Train 5 FID Financing

In connection with the FID on Train 5 at the Rio Grande LNG Facility, Train 5 LLC obtained approximately $2.6 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into a senior secured non-recourse bank credit facility

of approximately $3.6 billion, and closed a $500 million senior secured non-recourse private notes offering.

In connection with the FID on Train 5 at the Rio Grande LNG Facility in October 2025, Train 5 LLC obtained approximately $2.6 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into a senior secured non-recourse bank credit facility of approximately $3.6 billion, and closed a $500.0 million senior secured non-recourse private notes offering.

Train 5 LLC expects to utilize these capital resources to fund the total cost of Train 5 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner’s costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

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Following the respective FIDs of Phase 1, Train 4, and Train 5, costs associated with the EPC agreements, Rio Grande site lease, and other Phase 1, Train 4, and Train 5 related costs are being funded by debt and equity proceeds received by the Rio Grande Project Entities.

Our primary corporate cash needs are capital contributions to Trains 4 and 5, development expenses for expansion projects, and general and administrative expenses.

Our primary corporate cash needs are capital contributions to Trains 4 and 5, development expenses for expansion projects at the Rio Grande LNG Facility, and general and administrative expenses.

In connection with the FIDs of Train 4 and Train 5, we committed to make approximately $2.4 billion in equity capital contributions for Train 4 and 5 in the aggregate.

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Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, and we do not expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating.

We intend to fund development activities for the foreseeable future with our cash and cash equivalents on hand, the services fee due in September 2026, and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries.

We intend to fund development activities for the foreseeable future with our cash and cash equivalents on hand, the Train 4 services fee due in September 2026, and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries.

There can be no assurance that we will succeed in selling such securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

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We will not receive significant cash flows from liquefaction trains at the Rio Grande LNG Facility until they are operational, and the commercial operation dates for Trains 1 through 5 range from late 2027 for Train 1 through the first half of 2031 for Train 5, based on the guaranteed schedule under the EPC contracts.

Any future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will similarly take an extended period of time to develop, construct and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries.

Any future development of liquefaction trains at the Rio Grande LNG Facility will similarly take an extended period of time to develop, construct, and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future development of liquefaction trains at the Rio Grande LNG Facility will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our

subsidiaries.

As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future development and construction at the Rio Grande LNG Facility, to bring assets into operation on a commercially viable basis, and to finance any required increases in staffing, operating, and expansion costs during that process.

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The following table summarizes the sources and uses of our cash for the periods presented (in thousands):

Three Months Ended March 31,

Six Months Ended June 30,

Operating cash flows $ (128,016) $ (72,722)

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Financing cash flows 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

Cash, cash equivalents and restricted cash – end of period $ 499,569 $ 457,039

Cash used in operating activities for the three months ended March 31, 2026 increased by approximately $42.0 million compared to the same period in 2025 primarily due to changes in working capital and increased interest payments.

Cash used in investing activities for the three months ended March 31, 2026 increased by approximately $397.3 million compared to the same period in 2025 primarily due to increased expenditures associated with construction of the Rio Grande LNG Facility, including expenditures related to Trains 4 and 5, which achieved positive FID and began construction in the second half of 2025.

Cash provided by financing activities for the three months ended March 31, 2026 increased by approximately $203.9 million compared to the same period in 2025.

The increase was primarily due to an increase of approximately $172.0 million in proceeds from debt issuance and an increase of approximately $33.7 million in receipts of equity commitments related primarily to construction at the Rio Grande LNG Facility, including impacts of Trains 4 and 5 which achieved positive FID in the second half of 2025.

Cash used in operating activities for the six months ended June 30, 2026 increased by approximately $55.3 million compared to the same period in 2025 primarily due to increased interest payments and changes in working capital.

Cash used in investing activities for the six months ended June 30, 2026 increased by approximately $672.1 million compared to the same period in 2025 primarily due to increased expenditures associated with construction of the Rio Grande LNG Facility, including expenditures related to Trains 4 and 5, which achieved positive FIDs and began construction in the second half of 2025.

Cash provided by financing activities for the six months ended June 30, 2026 increased by approximately $455.6 million compared to the same period in 2025.

The increase was primarily due to increases in proceeds from debt issuance and receipts of equity commitments related primarily to construction at the Rio Grande LNG Facility, including impacts of Trains 4 and 5 which achieved positive FIDs in the second half of 2025.

These increases were partially offset by debt repayments made as a result of refinancing during the six months ended June 30, 2026, with no debt repayments made in the same period in 2025.

Results of Operations

The following table summarizes costs, expenses and other income for the periods indicated (in thousands):

Three Months Ended March 31,

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

2026 2025 2026 2025

Revenues $ — $ — $ — $ —

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

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

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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

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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)

Net loss attributable to common stockholders was approximately $136.4 million for the three months ended March 31, 2026 compared to net loss of approximately $88.8 million during the same period in 2025.

The approximately $47.6 million increase was primarily a result of the following:

• General and administrative expenses increased by approximately $5.0 million primarily due to an increase in headcount to support the commencement of operations at the Rio Grande LNG Facility.

• Derivative loss, net decreased by approximately $106.6 million primarily driven by higher forward SOFR rates, which decreased the fair-value loss on the Company’s interest rate swap portfolio, partially offset by losses on the Series A Exchange Option and Warrants with no comparable activity during the same period in 2025.

Net loss attributable to common stockholders for the three months ended June 30, 2026 increased by approximately $4.6 million compared to the same period in 2025 primarily a result of the following:

• Depreciation and amortization expense increased by approximately $7.5 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.

• Derivative gain (loss), net increased by approximately $90.9 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio.

• Interest expense increased by approximately $59.1 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.

This resulted in an approximate $93.5 million increase in interest on debt obligations, partially offset by a $64.4 million increase in capitalized interest.

• Net loss attributable to non-controlling interests for the three months ended March 31, 2026, decreased by approximately $97.8 million primarily due to changes in interest rate swap derivatives and interest expense recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.

• Loss on debt extinguishment increased by approximately $23.3 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.

• Net income (loss) attributable to non-controlling interests increased by approximately $15.0 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.

Net loss attributable to common stockholders for the six months ended June 30, 2026 increased by approximately $52.2 million compared to the same period in 2025 primarily a result of the following:

• Depreciation and amortization expense increased by approximately $7.3 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.

• Derivative gain (loss), net increased by approximately $197.5 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio, partially offset by losses on the Series A Exchange Option and Warrants with no comparable activity during the same period in 2025.

• Interest expense increased by approximately $111.2 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.

• Loss on debt extinguishment increased by approximately $23.3 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.

• Net income (loss) attributable to non-controlling interests increased by approximately $112.8 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.

Summary of Critical Accounting Estimates

The preparation of our Consolidated 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.

There were no material changes made by management to the critical accounting estimates in the three months ended March 31, 2026.

There were no material changes made by management to the critical accounting estimates in the three months ended June 30, 2026.

Please refer to the “Summary of Critical Accounting Estimates” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting estimates.

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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 2. Management’s Discussion and Analysis