What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2024-08-14 compared with 2024-05-09 · 16 added, 14 removed, 34 unchanged (47% of the section changed)

1 unchanged sentence

Securities Trading Plans of Directors and Executive Officers

During the three months ended March 31, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

During the three months ended June 30, 2024, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

3.1 Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017(Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed July 28, 2017).

7 unchanged sentences

3.9 Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).

10.1 Indenture, dated as of February 9, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

10.1 Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed June 3, 2024).

10.2*† Indenture, dated as of June 28, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

10.3*† Amendment No.

1, dated as of April 5, 2024, to Credit Agreement, dated as of September 15, 2023, by and among Rio Grande LNG, LLC, as Borrower, Wilmington Trust, National Association, as Administrative Agent, Mizuho Bank (USA) as P1 Collateral Agent, and the senior lenders party thereto.

10.4*† Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.:

(i) EC00093, dated as of January 10, 2024;

(ii) EC00100, EC00105 and EC00124, each dated as of January 30, 2024, (iii) EC00092, dated as of February 6, 2024;

(iv) EC00110, dated as of February 23, 2024;

(v) EC00127, dated as of March 21, 2024;

and (vi) EC00137, dated as of March 26, 2024

(i) EC00112, dated as of April 8, 2024;

(ii) EC00131, dated as of April 11, 2024;

(iii) EC00106, dated as of May 2, 2024;

(iv) EC00150 and EC00152, each dated as of May 10, 2024;

and (v) EC00114, dated as of June 3, 2024.

10.5*† Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.:

(i) EC00094, dated as of January 18, 2024;

(ii) EC00101 and EC00125, each dated as of January 30, 2024;

and (iii) EC00138, dated as of March 26, 2024

10.4 Credit Agreement, dated as of January 4, 2024, by and among NextDecade LNG, LLC, as Borrower, MUFG Bank, Ltd., as Administrative Agent, Wilmington Trust, National Association, as Collateral Agent, and the guarantors and senior lenders party thereto.

10.5 Supplemental Indenture No.

1, dated as of March 4, 2024, to Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

(i) (i) EC00132, dated as of April 11, 2024;

(ii) EC00151, dated as of May 10, 2024;

(iii) EC00153, dated as of May 13, 2024;

and (iv) EC00115, dated as of June 3, 2024

31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

9 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

______________________

* Filed herewith.

3 unchanged sentences

NEXTDECADE CORPORATION

August 14, 2024

/s/ Matthew K.

1 unchanged sentence

(Principal Executive Officer)

August 14, 2024

Chief Financial Officer

1 unchanged sentence

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 5. Other Information