Item 1. Financial Statements
Item 1. Financial Statements
NextDecade Corporation
Consolidated Balance Sheets (1)
(in thousands, except share and par value data; unaudited)
June 30, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 83,678 $ 143,782
Restricted cash 415,891 563,306
Derivatives 12,103 —
Prepaid expenses and other current assets 120,234 10,961
Total current assets 631,906 718,049
Property, plant and equipment, net 13,514,226 10,568,311
Operating lease right-of-use assets 136,793 162,493
Deferred financing fees 376,088 423,076
Derivatives 479,177 532,245
Other non-current assets 67,031 21,654
Total assets $ 15,205,221 $ 12,425,828
Liabilities and Equity
Current liabilities:
Accounts payable $ 327,168 $ 443,947
Operating leases 1,633 3,883
Accrued and other current liabilities 1,363,705 888,200
Total current liabilities 1,692,506 1,336,030
Debt, net 10,416,607 8,510,925
Operating leases 118,932 142,266
Derivatives 160,574 135,520
Total liabilities 12,388,619 10,124,741
Commitments and contingencies (Note 9)
Equity:
Common stock, $ 0.0001 par value, 480.0 million authorized: 265.1 million and 264.8 million outstanding, respectively
27 26
Treasury stock: 4.9 million and 4.9 million, respectively, at cost
( 37,880 ) ( 37,862 )
Preferred stock, $ 0.0001 par value, 0.5 million authorized after designation of the convertible preferred stock: none outstanding
— —
Additional paid-in-capital 942,362 893,131
Accumulated deficit ( 961,789 ) ( 759,957 )
Total stockholders’ equity ( 57,280 ) 95,338
Non-controlling interests 2,873,882 2,205,749
Total equity 2,816,602 2,301,087
Total liabilities and equity $ 15,205,221 $ 12,425,828
(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.
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NextDecade Corporation
Consolidated Statements of Operations
(in thousands, except per share data; unaudited)
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
Development expense 2,850 1,248 4,993 1,555
Depreciation and amortization expense 7,897 393 8,275 1,006
Other — — — 3,518
Total operating expenses 54,572 56,268 109,687 108,184
Total operating loss ( 54,572 ) ( 56,268 ) ( 109,687 ) ( 108,184 )
Other income (expense):
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
Total other income (expense) ( 5,611 ) ( 14,364 ) ( 145,536 ) ( 207,676 )
Loss before income taxes ( 60,183 ) ( 70,632 ) ( 255,223 ) ( 315,860 )
Income tax expense — — — —
Net loss ( 60,183 ) ( 70,632 ) ( 255,223 ) ( 315,860 )
Less: 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 $ ( 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.
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NextDecade Corporation
Consolidated Statements of Changes in Equity
(in thousands; unaudited)
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
Common stock:
Beginning balances 27 26 26 26
Share-based compensation — — 1 —
Ending balances 27 26 27 26
Treasury stock:
Beginning balances ( 37,880 ) ( 20,965 ) ( 37,862 ) ( 20,916 )
Shares repurchased related to share-based compensation — ( 42 ) ( 18 ) ( 91 )
Ending balances ( 37,880 ) ( 21,007 ) ( 37,880 ) ( 21,007 )
Additional paid-in-capital:
Beginning balances 903,508 865,745 893,131 852,054
Share-based compensation 5,348 7,232 10,796 13,834
Receipt of equity commitments 33,506 3,918 38,435 8,180
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
Accumulated deficit:
Beginning balances ( 896,363 ) ( 542,328 ) ( 759,957 ) ( 453,523 )
Net loss ( 65,426 ) ( 60,867 ) ( 201,832 ) ( 149,672 )
Ending balances ( 961,789 ) ( 603,195 ) ( 961,789 ) ( 603,195 )
Total stockholders’ equity ( 57,280 ) 260,480 ( 57,280 ) 260,480
Non-controlling interests:
Beginning balances 2,390,852 1,421,060 2,205,749 1,366,745
Receipt of equity commitments 477,787 193,749 721,524 404,487
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
Total equity, ending balances $ 2,816,602 $ 1,865,524 $ 2,816,602 $ 1,865,524
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Consolidated Statements of Cash Flows
(in thousands; unaudited)
Six Months Ended June 30,
2026 2025
Operating activities:
Net loss $ ( 255,223 ) $ ( 315,860 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 8,275 1,006
Share-based compensation expense 10,797 13,834
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
Interest elected to be paid-in-kind 58,041 11,501
Other 152 3,315
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 2,543 ( 1,050 )
Accounts payable 857 2,881
Operating lease liabilities ( 1,657 ) ( 3,764 )
Accrued expenses and other liabilities 5,635 14,327
Net cash used in operating activities ( 128,016 ) ( 72,722 )
Investing activities:
Acquisition of property, plant and equipment ( 2,157,350 ) ( 1,501,590 )
Acquisition of other non-current assets ( 46,043 ) ( 29,748 )
Net cash used in investing activities ( 2,203,393 ) ( 1,531,338 )
Financing activities:
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) 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
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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NextDecade Corporation
Notes to Consolidated Financial Statements
(unaudited)
Note 1 — Background and Basis of Presentation
NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”). Construction of Trains 1–3 (“Phase 1”) by Phase 1 LLC, 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 at the Rio Grande LNG Facility.
Basis of Presentation
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 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 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):
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
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 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.
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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
Total undiscounted lease payments 365,614 786,245
Discount to present value ( 245,049 ) ( 356,129 )
Present value of lease liabilities $ 120,565 $ 430,116
Weighted average remaining lease term — years 41.2 18.9
Weighted average discount rate — percent 7.0 7.1
Other information related to our leases is as follows (in thousands):
Six Months Ended June 30,
2026 2025
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 —
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Note 4 — Accrued and Other Current Liabilities
Accrued and other current liabilities consisted of the following (in thousands):
June 30, 2026 December 31, 2025
Rio Grande LNG Facility $ 1,205,412 $ 769,137
Accrued interest 84,604 73,945
Employee compensation 10,599 19,740
Other accrued liabilities 63,090 25,378
Total accrued and other current liabilities $ 1,363,705 $ 888,200
Note 5 — Debt
Debt, net consisted of the following (in thousands):
June 30, 2026 December 31, 2025
Phase 1 LLC Debt:
6.67 % Senior Secured Notes due 2033
$ 700,000 $ 700,000
6.85 % Senior Secured Notes due 2047
190,000 190,000
6.58 % Senior Secured Notes due 2047
1,115,000 1,115,000
6.72 % Senior Secured Loans due 2033
356,000 356,000
7.11 % Senior Secured Loans due 2047
251,000 251,000
CD Credit Agreement 3,819,000 3,708,000
TCF Credit Agreement 496,000 485,000
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
1,000,000 —
Train 4 LLC Debt:
Train 4 LLC Credit Agreement 549,000 357,000
Train 5 LLC Debt:
6.56 % Senior Secured Notes due 2050
250,000 150,000
13.00 % Super FinCo Term Loan due 2031
1,295,196 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
214,715 200,851
Total debt 10,335,911 8,827,368
Unamortized debt issuance costs ( 316,011 ) ( 316,443 )
Finance leases 396,707 —
Debt, net $ 10,416,607 $ 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 “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.
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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 $ 7.5 billion and $ 0.7 billion, respectively.
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 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. 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.
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 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 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 $ 150.0 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. 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 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 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
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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 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 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 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.
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 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.
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Interest Expense
Interest expense consisted of the following (in thousands):
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
Total interest cost incurred 226,980 101,809 434,244 192,615
Capitalized interest ( 136,203 ) ( 70,175 ) ( 264,220 ) ( 133,776 )
Interest expense $ 90,777 $ 31,634 $ 170,024 $ 58,839
Fair Value Disclosures
The following table shows the carrying amount and estimated fair value of our debt (in thousands):
June 30, 2026 December 31, 2025
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
Phase 1 Senior Secured Notes
$ 2,005,000 $ 2,044,786 $ 2,005,000 $ 2,077,080
Phase 1 Senior Secured Loans
607,000 632,581 607,000 643,504
Train 5 Senior Secured Notes 250,000 243,177 150,000 148,470
Super FinCo Term Loan 1,295,196 1,206,366 1,214,517 1,144,196
A&R Corporate Credit Agreement - Series A
100,000 91,954 100,000 77,416
A&R Corporate Credit Agreement - Series B
214,715 178,693 200,851 165,518
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. 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
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.
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)
Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received
Phase 1 Swaps $ 123,000 $ 6,194,213 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 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. Changes in fair value are recorded within our Consolidated Statement of Operations.
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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.
Warrants
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. 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):
June 30, 2026
Swaps Series A Exchange Option Warrants Total
Derivatives - current assets $ 12,103 $ — $ — $ 12,103
Derivatives - noncurrent assets 479,177 — — 479,177
Accrued and other current liabilities 2,451 — — 2,451
Derivatives - noncurrent liabilities 88,619 28,037 43,918 160,574
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 June 30, Six Months Ended June 30,
2026 2025 2026 2025
Swaps $ 111,899 $ 25,897 $ 76,288 $ ( 141,612 )
Series A Exchange Option 949 — ( 12,317 ) —
Warrants 3,227 — ( 10,006 ) —
Other — ( 740 ) — ( 1,931 )
Derivative gain (loss), net $ 116,075 $ 25,157 $ 53,965 $ ( 143,543 )
Note 7 — Variable Interest Entities
Phase 1 Holdings, Train 4 Holdings, Train 5 Holdings, and their wholly owned subsidiaries were established to construct and operate Phase 1, Train 4, and Train 5 of the Rio Grande LNG Facility, respectively. The Company is not obligated to fund their losses.
The equity investors at risk, as a group, lack the characteristics of a controlling financial interest. Additionally, through agreements with NextDecade LLC, the Company holds decision-making rights over construction and key operational aspects of Phase 1 LLC, Train 4 LLC, and Train 5 LLC, which agreements can only be terminated by equity holders for cause. Based on these factors, the
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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 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.
June 30, 2026 December 31, 2025
Assets
Current assets:
Restricted cash $ 360,356 $ 486,221
Derivatives 12,102 —
Prepaid expenses and other current assets 115,851 7,219
Total current assets 488,309 493,440
Property, plant and equipment, net 13,431,598 10,563,022
Operating lease right-of-use assets 122,895 150,210
Deferred financing fees 324,517 367,022
Derivatives 478,104 532,245
Other non-current assets 52,872 21,496
Total assets $ 14,898,295 $ 12,127,435
Liabilities
Current liabilities:
Accounts payable $ 323,047 $ 438,498
Operating leases 305 2,747
Accrued and other current liabilities 1,311,348 829,340
Total current liabilities 1,634,700 1,270,585
Debt, net 7,944,903 7,135,483
Operating leases 102,097 126,506
Derivatives 85,664 84,606
Total liabilities $ 9,767,364 $ 8,617,180
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 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.
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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 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
Legal Proceedings
From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of 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):
Six Months Ended June 30,
2026 2025
Interest payments classified as operating activities $ 47,250 $ —
Accounts payable for acquisition of property, plant and equipment 321,194 301,506
Accruals for acquisition of property, plant and equipment 1,213,272 303,941
Non-cash settlement of warrant liabilities — 2,827
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.
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