What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-03-11 · 301 added, 311 removed, 359 unchanged (63% of the section changed)

2 unchanged sentences

NextDecade Corporation and Subsidiaries

Report s of Independent Registered Public Accounting Firm (PCAOB ID Number 185 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

5 unchanged sentences

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

NextDecade Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of NextDecade Corporation and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair value of interest rate swaps agreements

As discussed in Notes 2 and 4 to the consolidated financial statements, the Company recorded a derivatives asset of $488.9 million related to the fair value of level 2 interest rate swaps agreements, which were classified as Level 2 in the fair value hierarchy as of December 31, 2024.

The interest rate swaps agreements were valued using an income-based approach based on observable inputs to the valuation model including interest rate curves, risk adjusted discount rates, credit spreads and other relevant data.

We identified the assessment of the fair value of the interest rate swaps agreements as a critical audit matter.

Specifically, auditor judgment and specialized skills and knowledge were required to evaluate the application of the fair value estimate.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of interest rate swaps agreements.

This included controls related to the application of the discounted cash flows model.

We involved valuation professionals with specialized skills and knowledge, who assisted in developing an independent expectation of the fair value of the interest rate swap agreements and comparing such expectation to the Company’s estimate of fair value.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Evaluation of the Company's ability to continue as a going concern

As discussed in Notes 1 and 7 to the consolidated financial statements, the Company has historically generated negative cash flows from operations and has an accumulated deficit of $453.5 million as of December 31, 2024.

The Company entered into a credit agreement on December 31, 2024, and as of December 31, 2024, had $148.1 million in cash and cash equivalents, which the Company expects will fund its planned operations and development activities for more than one year after the date the consolidated financial statements are issued.

We identified the evaluation of the Company’s assessment of its ability to continue as a going concern as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate whether existing conditions and events may raise substantial doubt about the Company’s ability to continue as a going concern for more than one year after the date the consolidated financial statements are issued.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s going concern assessment, including controls related to its evaluation of whether existing conditions and events may raise substantial doubt.

We compared the Company’s historical budgeted expenditures to actual results to assess whether the cash and cash equivalents on hand are sufficient to fund the Company’s planned operations and development activities for more than one year after the date the consolidated financial statements are issued.

We inspected certain of the Company’s contractual agreements to evaluate potential future commitments.

We assessed the Company’s disclosures related to its going concern assessment by comparing the disclosures to the audit evidence obtained.

We have served as the Company’s auditor since 2024.

Houston, Texas

February 27, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

NextDecade Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited NextDecade Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the year then ended, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Controls Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Houston, Texas

February 27, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of NextDecade Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of NextDecade Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, the related consolidated statements of operations, stockholders’ equity and convertible preferred stock, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future.

These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The 2023 consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 of the 2023 consolidated financial statements, the Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue for the foreseeable future.

These conditions, along with other matters as set forth in Note 1 of the 2023 consolidated financial statements, raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1 of the 2023 consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audit in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Consolidation of Rio Grande LNG Intermediate Holdings, LLC under the variable interest entity model

As described further in note 2 to the financial statements, when the Company has a variable interest in another legal entity, management evaluates whether that legal entity is within the scope of the variable interest entity ("VIE") model and, if so, whether the Company is the primary beneficiary of the VIE.

Management consolidates a VIE if the Company's involvement indicates that it is the primary beneficiary.

The Company is the primary beneficiary of a VIE if it has both (i) the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

We identified the consolidation of Rio Grande LNG Intermediate Holdings, LLC under the VIE model (“consolidation under the VIE model”) as a critical audit matter.

The principal considerations for our determination are (i) the significant judgment by management when determining whether the Company is the primary beneficiary of the VIE based on whether the Company has the power to direct the activities of the VIE that most significantly impact the VIE's economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE and (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures when evaluating audit evidence related to the purpose of the VIE, rights and obligations of the variable interest holders, mechanisms for the resolution of disputes among variable interest holders, and other executed agreements with the legal entity and its variable interest holders.

Our audit procedures related to the consolidation under the VIE model included the following, among others:

• We compared the rights of each party to underlying executed legal documents and discussed with management the purpose and design of the VIE.

• We evaluated management's analysis of significant activities of the VIE such as capital decisions, financing decisions and operating decisions, and which variable interest holder has the power to direct such activities.

In our evaluation, we considered the purpose and design of the entity, the composition of the board of directors and other legal rights of the parties, including the significance of the decision-making rights of each party in assessing which party has power to direct the activities that most significantly affect the economic performance of the VIE, as well as the substance of the arrangements.

• We tested the initial determination of non-controlling interests in Rio Grande LNG Intermediate Holdings, LLC, and the allocation of subsequent profits and losses in Rio Grande LNG Intermediate Holdings, LLC for controlling and non-controlling interest holders based on what the holders of these interests may legally claim at the end of each reporting period.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2018.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ GRANT THORTON LLP

We served as the Company's auditor from 2018 to 2024.

Houston, Texas

March 11, 2024

March 11, 2024 (except for Note 2, Segments, as to which the date is February 27, 2025)

NextDecade Corporation

4 unchanged sentences

Restricted cash 244,625 256,237

Derivative asset 17,958 —

Derivatives 16,867 17,958

Prepaid expenses and other current assets 2,943 2,089

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Operating lease right-of-use assets 166,082 170,827

Debt issuance costs 389,695 —

Deferred financing fees 317,788 389,695

Derivatives 472,057 —

Other non-current assets 15,557 11,021

Total assets $ 6,404,059 $ 3,323,801

Liabilities, Convertible Preferred Stock and Stockholders’ Equity

Liabilities and Equity

Current liabilities:

Accounts payable $ 244,642 $ 243,129

Accrued and other current liabilities 299,264 23,184

Common stock warrant liabilities 6,851 —

Operating lease liabilities 2,881 3,143

Accrued and other current liabilities 347,561 306,115

Total current liabilities 595,084 552,387

Common stock warrant liabilities 1,818 6,790

Operating lease liabilities 144,164 145,962

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Commitments and contingencies (Note 13 )

Series A-C convertible preferred stock (Note 10) — 202,443

Stockholders’ equity:

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

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Total equity 1,744,386 740,434

Total liabilities, convertible preferred stock and stockholders’ equity $ 3,323,801 $ 312,430

Total liabilities and equity $ 6,404,059 $ 3,323,801

(1) Amounts presented include balances held by our consolidated variable interest entity, Intermediate Holdings, as further discussed in Note 8, Variable Interest Entity .

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

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General and administrative expense 150,109 111,468

Development expense, net 4,891 4,101

Development expense 8,260 4,891

Lease expense 10,775 6,141

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Other income (expense):

Loss on common stock warrant liabilities ( 1,879 ) ( 5,747 )

Derivative loss, net ( 44,803 ) —

Derivative gain (loss), net 586,541 ( 44,803 )

Interest expense, net of capitalized interest ( 87,539 ) ( 50,285 )

Loss on debt extinguishment ( 49,314 ) ( 9,531 )

Other income, net 7,526 151

Total other expense ( 98,972 ) ( 5,596 )

Net loss attributable to NextDecade Corporation ( 221,640 ) ( 60,071 )

net loss attributable to non-controlling interest ( 59,379 ) —

Other (expense) income, net ( 1,166 ) 5,647

Total other income (expense) 448,522 ( 98,972 )

Net income (loss) attributable to NextDecade Corporation 277,447 ( 221,640 )

net income (loss) attributable to non-controlling interest 339,198 ( 59,379 )

preferred stock dividends — 20,484

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Year Ended December 31,

Total stockholders' equity, beginning balances $ 54,371 $ 19,892

Total stockholders' equity, beginning balance $ 740,434 $ 54,371

Common stock:

Beginning balances 14 12

Beginning balance 26 14

Issuance of common stock — 6

Preferred stock conversion — 6

Ending balances 26 14

Ending balance 26 26

Treasury Stock:

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Additional paid-in-capital:

Beginning balances 289,084 191,264

Beginning balance 693,883 289,084

Share-based compensation 20,041 26,600

Issuance of common stock, net — 254,394

Sale of equity in subsidiary ( 78,579 ) —

Receipt of equity commitments 100,964 174,303

Exercise of common stock warrants 8,571 —

Sale of equity in Intermediate Holdings — ( 252,882 )

Warrants issued in connection with Debt (Note 7) 28,595 —

Preferred stock dividends — ( 20,484 )

Preferred stock conversion — 222,868

Ending balances 693,883 289,084

Ending balance 852,054 693,883

Accumulated deficit:

Beginning balances ( 230,140 ) ( 170,069 )

Beginning balance ( 391,772 ) ( 230,140 )

Subsidiary deconsolidation due to sale — 629

Net loss ( 61,751 ) ( 162,261 )

Ending balances ( 391,772 ) ( 230,140 )

Ending balance ( 453,523 ) ( 391,772 )

Total stockholders' equity 377,641 287,923

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Beginning balance 452,511 —

Sale of equity in subsidiary 511,890 —

Net loss ( 59,379 ) —

Receipt of equity commitments 575,036 —

Sale of equity in Intermediate Holdings — 511,890

Net income (loss) 339,198 ( 59,379 )

Ending balance 1,366,745 452,511

Total equity, ending balances $ 740,434 $ 54,371

Total equity, ending balance $ 1,744,386 $ 740,434

Preferred Stock, Series A-C:

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Preferred stock conversion — ( 222,874 )

Issuance of preferred stock — 9,836

Ending balance $ — $ —

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Operating activities:

Net loss attributable to NextDecade Corporation $ ( 221,640 ) $ ( 60,071 )

Net income (loss) attributable to NextDecade Corporation $ 277,447 $ ( 221,640 )

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

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Loss on common stock warrant liabilities 2,888 1,879

Derivative loss, net 44,803 —

Net cash provided by settlement of derivative instruments 4,138 —

Derivative (gain) loss ( 586,541 ) 44,803

Derivative settlements 48,676 4,138

Amortization of right-of-use assets 4,745 2,980

1 unchanged sentence

Amortization of debt issuance costs 65,336 41,390

Loss on debt extinguishment 9,531 —

Interest expense 26,432 —

Amortization of other non-current assets — 354

Loss on extinguishment of debt 49,314 9,531

Other 593 26,432

Changes in operating assets and liabilities:

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Proceeds from debt issuance 3,523,243 2,083,000

Proceeds from sale of equity in subsidiaries 457,659 —

Proceeds from sale of preferred stock — 10,500

Receipt of equity commitments 676,000 457,659

Proceeds from sale of common stock — 254,400

Repayment of debt ( 1,338,243 ) ( 233,000 )

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

Debt and equity issuance costs ( 72,801 ) ( 494,270 )

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Cash, cash equivalents and restricted cash – end of period $ 392,762 $ 294,478

Balance per Consolidated Balance Sheet:

December 31, 2023

Year Ended December 31,

Cash and cash equivalents $ 148,137 $ 38,241

Restricted cash 244,625 256,237

Total cash, cash equivalents and restricted cash $ 294,478

Total cash, cash equivalents and restricted cash per Consolidated Balance Sheet $ 392,762 $ 294,478

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

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Note 1 — Background and Basis of Presentation

NextDecade Corporation (“we” or the “Company”) is primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of liquefied natural gas (“LNG”) and the capture and storage of CO 2 emissions.

We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley in Brownsville, Texas (the “Rio Grande LNG Facility”), which currently has three liquefaction trains and related infrastructure under construction (“Phase 1”).

Construction commenced on Phase 1 of the Rio Grande LNG Facility in July 2023, following a positive final investment decision (“FID”) and the closing of project financing by our subsidiary, Rio Grande LNG, LLC (“Rio Grande”).

The Rio Grande LNG Facility has received Federal Energy Regulatory Commission approval and Department of Energy FTA and non-FTA authorizations for the construction of up to five liquefaction trains and LNG exports totaling 27 million tonnes per annum (“MTPA”).

We are also developing liquefaction trains 4 and 5 at the Rio Grande LNG Facility, a planned carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility, and other potential CCS projects that would be located at third-party industrial source facilities.

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 and the capture and storage of CO 2 emissions.

We are constructing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”).

The Rio Grande LNG Facility has received Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy (“DOE”) FTA and non-FTA authorizations for the construction of five liquefaction trains and LNG exports totaling 27 million tonnes per annum (“MTPA”).

The Rio Grande LNG Facility has three liquefaction trains and related infrastructure (“Phase 1”) under construction while liquefaction trains 4 and 5 are currently being commercialized.

We are also developing and seeking to commercialize potential carbon capture and storage (“CCS”) projects.

We are also developing and beginning the permitting process for expansion trains 6 through 8 at the Rio Grande LNG Facility and developing a potential carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility.

On August 6, 2024, the U.S.

Court of Appeals for the D.C.

Circuit (the “Court”) issued a decision vacating the FERC’s reauthorization of the Rio Grande LNG Facility on the grounds that the FERC should have issued a supplemental Environmental Impact Statement (“EIS”) during its remand process.

The Court’s decision will not be effective until the Court has issued its mandate, which is not expected to occur until after the appeals process has been completed.

At this time, construction continues on Phase 1 at the Rio Grande LNG Facility.

Basis of Presentation

Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Our Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

All intercompany accounts and transactions have been eliminated in consolidation.

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

The Company has incurred operating losses since its inception and management expects operating losses and negative cash flows to continue until the commencement of operations at the Rio Grande LNG Facility and, as a result, the Company will require additional capital to fund its operations and execute its business plan.

As of December 31, 2023, the Company had $ 38.2 million in cash and cash equivalents, which may not be sufficient to fund the Company's planned operations and development activities for future phases of the Rio Grande LNG Facility and CCS projects through one year after the date the consolidated financial statements are issued.

Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.

The analysis used to determine the Company's ability to continue as a going concern does not include cash sources outside of the Company's direct control that management expects to be available within the next twelve months.

The Company plans to alleviate the going concern issue by obtaining sufficient funding through additional equity, equity-based or debt instruments, or any other means, and by managing certain operating and overhead costs.

The Company's ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company's equity or debt securities, which itself is subject to a number of business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are satisfactory to the Company.

In the event the Company is unable to obtain sufficient additional funding, there can be no assurance that it will be able to continue as a going concern.

These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary in the event the Company can no longer continue as a going concern.

In the fourth quarter we changed the presentation of certain amounts previously presented as additional paid-in-capital to be presented as non-controlling interest, which did not change total equity or otherwise materially change the consolidated financial statements.

The Company's consolidated financial statements have been prepared assuming it will continue as a going concern.

The going concern assumption contemplates the continuity of operations, and the realization of assets and the satisfaction of liabilities in the ordinary course of business.

The Company has generated negative cash flows from operations and has an accumulated deficit as of December 31, 2024.

The Company believes the conditions and events, which previously raised substantial doubt about its ability to continue as a going concern, no longer exist following the execution of the credit agreement (the “Corporate Credit Agreement”), as disclosed in Note 7 – Debt.

Accordingly, its current cash and cash equivalents will be sufficient to fund its operations for at least the next 12 months after the date the consolidated financial statements are issued.

Note 2 — Summary of Significant Accounting Policies

Variable Interest Entities (“VIEs”)

Variable Interest Entities (“VIEs”) and Non-Controlling Interests

The Company makes a determination at the inception of each arrangement whether an entity in which the Company has made an investment, sold equity in a subsidiary or in which it has other variable interests is considered a VIE.

2 unchanged sentences

The primary beneficiary of a VIE is generally the party that has the power to make decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb losses or the right to receive benefits that in either case, could be potentially significant to the VIE.

If the Company is not deemed to be the primary beneficiary of a VIE, the Company accounts for the investment or other variable interests in a VIE in accordance with other applicable GAAP.

NextDecade Corporation

Notes to Consolidated Financial Statements

Non-controlling interests

When the Company consolidates an entity, 100% of the assets, liabilities, revenues and expenses of the entity are included in the Company's Consolidated Financial Statements.

1 unchanged sentence

Additionally, the portion of the net income or loss attributable to the non-controlling interest is reported as net loss attributable to non-controlling interest on the Consolidated Statements of Operations.

Changes in the Company's ownership interests in an entity that do not result in deconsolidation are generally recognized within equity.

NextDecade Corporation

Notes to Consolidated Financial Statements

Use of Estimates

The preparation of 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.

Management evaluates its estimates and related assumptions regularly, including those related to the value of property, plant and equipment, income taxes including valuation allowances for net deferred tax assets, share-based compensation and fair value measurements.

The preparation of 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.

Management evaluates its estimates and related assumptions on a regular basis.

Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates .

Concentrations of Credit Risk

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash and cash equivalents.

We maintain cash and cash equivalent balances with a single financial institution, which may at times be in excess of federally insured levels.

We have not incurred losses related to these cash and cash equivalent balances to date.

Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Restricted Cash

Restricted cash consists of funds that are contractually or legally restricted to usage or withdrawal and have been presented separately from cash and cash equivalents on our Consolidated Balance Sheets.

Concentrations of Cash

We maintain cash balances and restricted cash at financial institutions, which may, at times, be in excess of federally insured levels.

We have not incurred losses related to these balances to date.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded in Restricted cash on our Consolidated Balance Sheets.

Property, Plant and Equipment

Generally, we begin to capitalize the costs of our development projects once construction of the individual project is probable.

This assessment includes the following criteria:

• funding for design and permitting has been identified and is expected in the near-term;

• key vendors for development activities have been identified, and we expect to engage them at commercially reasonable terms;

• we have committed to commencing development activities;

• regulatory approval is probable;

• construction financing is expected to be available at the time of a FID;

• prospective customers have been identified and the FID is probable;

• receipt of customary local tax incentives, as needed for project viability, is probable.

Prior to meeting the criteria above, costs associated with a project are expensed as incurred.

Expenditures for normal repairs and maintenance are expensed as incurred.

When assets are retired or disposed, the cost and accumulated depreciation are eliminated from the accounts and any gain or loss is reflected in our Consolidated Statements of Operations.

Property, plant and equipment is carried at historical cost and depreciated using the straight-line method over their estimated useful lives.

Leasehold improvements are depreciated over the lesser of the economic life of the leasehold improvement or the term of the lease, without regard to extension or renewal rights.

NextDecade Corporation

Notes to Consolidated Financial Statements

Management tests property, plant and equipment for impairment whenever events or changes in circumstances have indicated that the carrying amount of property, plant and equipment might not be recoverable.

Assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets for purposes of assessing recoverability.

Recoverability generally is determined by comparing the carrying value of the asset to the expected undiscounted future cash flows of the asset.

If the carrying value of the asset is not recoverable, the amount of impairment loss is measured as the excess, if any, of the carrying value of the asset over its estimated fair value.

Fixed assets are recorded at cost.

We depreciate our property, plant and equipment, excluding land, using the straight-line depreciation method over the estimated useful life of the asset.

Upon retirement or other disposition of property, plant and equipment, the cost and related accumulated depreciation are removed, and the resulting gains or losses are recorded in our Consolidated Statements of Operations.

Management tests property, plant and equipment for impairment whenever there are indicators that the carrying amount of property, plant and equipment might not be recoverable.

Derivative Instruments

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After all relevant assessments are made, the Company concludes whether the warrants are classified as liability or equity.

Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes in fair value after the issuance date recorded in the statements of operations as a gain or loss.

Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Our debt consists of long-term secured debt securities and credit agreements with banks and other lenders.

Debt issuances are placed directly by us or through securities dealers, underwriters, or lead arrangers and are held by institutional investors, banks and other lenders.

Debt is recorded on our Consolidated Balance Sheets at outstanding principal value, net of unamortized debt issuance costs related to term notes and loans.

Debt issuance costs consist primarily of arrangement fees, professional fees, legal fees and in certain cases, commitment fees.

If debt issuance costs are incurred in connection with a line of credit arrangement or on undrawn funds, the debt issuance costs are presented as an asset on our Consolidated Balance Sheets.

Discounts, premiums and debt issuance costs directly related to the issuance of debt are amortized over the life of the debt and are recorded in interest expense, net of capitalized interest using the effective interest method.

Liability classified warrants are required to be accounted for at fair value both on the date of issuance and on subsequent accounting period ending dates, with all changes

NextDecade Corporation

Notes to Consolidated Financial Statements

We classify debt as current or non-current on our Consolidated Balance Sheets based on contractual maturity;

however, long-term debt extinguished after the balance sheet date but before the financial statements are issued would be classified based on facts and circumstances existing as of the balance sheet date.

in fair value after the issuance date recorded in the statements of operations as a gain or loss.

Equity classified warrants are accounted for at fair value on the issuance date with no changes in fair value recognized after the issuance date.

Discounts, fees and expenses incurred with the issuance of debt are amortized over the term of the debt.

These amounts are presented as a reduction of our indebtedness on the accompanying Consolidated Balance Sheets.

See Note 7 , Debt , for additional details.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.

Hierarchy Levels 1, 2 and 3 are terms for the priority of inputs to valuation techniques used to measure fair value.

Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability.

Hierarchy Level 3 inputs are inputs that are not observable in the market.

In determining fair value, we use observable market data when available, or models that incorporate observable market data.

In addition to market information, we incorporate transaction-specific details that, in management’s judgment, market participants would take into account in measuring fair value.

We maximize the use of observable inputs and minimize our use of unobservable inputs in arriving at fair value estimates.

Recurring fair-value measurements are performed for derivatives and common stock warrant liabilities as disclosed in Note 5 — Derivatives and Note 10 — Preferred Stock and Common Stock Warrants, respectively.

The carrying amount of cash and cash equivalents and accounts payable reported on the Consolidated Balance Sheets approximates fair value due to their short-term maturities.

Treasury Stock

Treasury stock is recorded at cost.

Issuance of treasury stock is accounted for on a weighted average cost basis.

Differences between the cost of treasury stock and the re-issuance proceeds are charged to additional paid-in capital.

Net Earnings (Loss) Per Share

Net earnings (loss) per share (“EPS”) is computed in accordance with GAAP.

Basic EPS excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.

Diluted EPS reflects potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive.

The dilutive effect of unvested stock and warrants is calculated using the treasury-stock method and the dilutive effect of convertible securities is calculated using the if-converted method.

Basic and diluted EPS for all periods presented are the same since the effect of our potentially dilutive securities are anti-dilutive to our net loss per share, as disclosed in Note 13 — Net Loss Per Share.

The Company uses three levels of the fair value hierarchy of inputs to measure the fair value of an asset or a liability.

Level 1 inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability.

Level 3 inputs are inputs that are not observable in the market.

The Company is subject to all three levels of the fair value hierarchy.

Net Loss Per Share

Basic net loss per share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period.

Diluted net loss per share reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the potential common shares had been issued and were dilutive.

Share-based Compensation

We recognize share-based compensation at fair value on the date of grant.

The fair value is recognized as expense (net of any capitalization) over the requisite service period.

The fair value is recognized as expense over the requisite service period using the straight-line method.

For equity-classified share-based compensation awards, compensation cost is recognized based on the grant-date fair value using the quoted market price of our common stock and not subsequently remeasured.

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We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the tax position.

The Company’s chief operating decision maker, the Chief Executive Officer, allocates resources and assesses financial performance on a consolidated basis.

As such, for purposes of financial reporting under U.S.

GAAP during the years ended December 31, 2024 and 2023, the Company operated as a single operating segment.

As the Company is a single operating segment, our segment profit or loss, assets and expenditures for additions to long-lived assets are reported as part of our consolidated financial statements.

The Company does not currently generate revenues, and it is not expected to until Phase 1 operations commence.

The Company has adopted ASU 2023-07, “ Segment Reporting (Topic 280) ”, effective retrospectively for the year ended December 31, 2024.

NextDecade Corporation

Notes to Consolidated Financial Statements

The Company's chief operating decision maker allocates resources and assesses financial performance on a consolidated basis.

As such, for purposes of financial reporting under GAAP during the years ended December 31, 2023 and 2022, the Company operated as a single operating segment.

Smaller Reporting Company

Under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “smaller reporting company” because it had less than $100.0 million in revenue during the year ended December 31, 2023 and the value of its common stock held by non-affiliates as of the end of its most recently completed second fiscal quarter was less than $700.0 million.

For as long as the Company remains a smaller reporting company, it may take advantage of certain exemptions from the SEC’s reporting requirements that are otherwise applicable to public companies that are not smaller reporting companies.

Note 3 — Sale of Equity Interests in Rio Bravo

In March 2020 the Company sold its’ equity interests in Rio Bravo Pipeline Company, LLC (“Rio Bravo”) to a third party for approximately $ 19.4 million.

Under the terms of the agreement, if the Company or its affiliate failed to issue a full notice to proceed to its’ EPC contractor prior to December 31, 2024, the purchaser had the right to sell the equity interests back to the Company and the Company had the right to repurchase the equity interests from Buyer.

Of the transaction price of approximately $ 19.4 million, $ 15.0 million was received by the Company in March 2020 and the remaining approximate $ 4.4 million was received in July 2023 upon Rio Grande’s issuance of the full notice to proceed to its’ EPC contractor.

Accordingly, the assets of Rio Bravo have been de-recognized in the consolidated balance sheet as of December 31, 2023.

Note 3 — Property, Plant and Equipment

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

Rio Grande LNG Facility (not placed in service) $ 2,431,389 $ 197,144

Rio Bravo pipeline (not placed in service) — 21,017

Rio Grande LNG Facility under construction $ 5,009,239 $ 2,431,389

Corporate and other 12,742 7,518

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In July 2023, Rio Grande entered into interest rate swaps agreements (the “Swaps”) to protect against interest rate volatility by hedging a portion of the floating-rate interest payments associated with the credit facilities described in Note 7 — Debt .

In June 2024, Rio Grande reduced the maximum notional amount associated with the Swaps by approximately $ 583.1 million, which resulted in a realized derivative gain of $ 30.9 million.

As of December 31, 2024, Rio Grande has the following Swaps outstanding (in thousands):

Initial Notional Amount Maximum Notional Amount Maturity Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received

$ 123,000 $ 8,500,000 July 12, 2030 3.4 % USD - SOFR

Initial Notional Amount Maximum Notional Amount Maturity (1)

Weighted Average Fixed Interest Rate Paid Variable Interest Rate Received

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

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

The Swaps are not designated as cash flow hedging instruments, and changes in fair value are recorded within our Consolidated Statements of Operations.

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The fair value of the Swaps is approximately $ 488.9 million as of December 31, 2024, and is classified as Level 2 in the fair value hierarchy.

NextDecade Corporation

Notes to Consolidated Financial Statements

Note 5 — Leases

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For the years ended December 31, 2024 and 2023, our operating lease costs were $ 10.8 million and $ 6.1 million, respectively.

NextDecade Corporation

Notes to Consolidated Financial Statements

Maturity of operating lease liabilities as of December 31, 2024 are as follows (in thousands, except lease term and discount rate):

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Noncash right-of-use assets recorded for new operating lease liabilities during the period — 147,727

Note 7 — Other Non-Current Assets

Other non-current assets consisted of the following (in thousands):

Contributions in aid of construction (1)

Permitting costs (2)

Rio Grande Site Lease initial direct costs (3)

Deposits and other 3,487 185

Total other non-current assets $ 11,021 $ 28,372

(1) Contributions in aid of construction relate to amounts paid to third parties to begin construction of utilities required for the Rio Grande LNG Facility.

(2) Permitting costs were reclassified to property, plant and equipment in July 2023 with the positive final investment decision on Phase 1 of the Rio Grande LNG Facility.

(3) Rio Grande Site Lease initial direct costs were reclassified to operating lease right-of-use asset in July 2023 upon commencement of the Rio Grande site lease.

NextDecade Corporation

Notes to Consolidated Financial Statements

Note 6 — Accrued and Other Current Liabilities

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Total accrued and other current liabilities $ 347,561 $ 306,115

NextDecade Corporation

Notes to Consolidated Financial Statements

Note 7 — Debt

Debt consisted of the following (in thousands):

December 31, 2023

Senior Secured Notes and Loans:

6.67 % Senior Secured Notes due 2033

$ 700,000 $ 700,000

6.85 % Senior Secured Notes due 2047

6.58 % Senior Secured Notes due 2047

6.72 % Senior Secured Loans due 2033

356,000 356,000

7.11 % Senior Secured Loans due 2047

251,000 251,000

Total Senior Secured Notes and Loans 2,612,000 1,307,000

12.00 % Corporate Credit Agreement due 2030

Credit Facilities:

CD Senior Working Capital Facility — —

CD Credit Facility 1,022,000 484,000

TCF Credit Facility 226,000 59,000

Total Credit Facilities 1,248,000 543,000

Total debt 4,035,000 1,850,000

Unamortized debt issuance costs ( 114,575 ) ( 33,699 )

Total non-current debt, net of unamortized debt issuance costs $ 1,816,301

Total debt, net $ 3,920,425 $ 1,816,301

Senior Secured Notes and Loans

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

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

Debt Maturities

Years Ending December 31, Principal Payments

2024 - 2028 $ —

Thereafter 1,850,000

Total $ 1,850,000

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

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

Corporate Credit Agreement

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

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

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

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

Prepayment Prior To (1)

% of Principal

December 31, 2026 100.0 %

December 31, 2027 105.0 %

December 31, 2028 102.5 %

December 31, 2030 100.0 %

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

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

The relative fair value of the Warrants of approximately $ 28.6 million has been recognized as a discount to the Corporate Credit Agreement.

For more information about the Warrants, see Note 9 , Stockholders’ Equity .

NextDecade Corporation

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Below is a summary of our committed credit facilities as of December 31, 2024 (in thousands):

CD Senior Working Capital Facility (1)

CD Credit Facility (1)

TCF Credit Facility (2)

CD Senior Working Capital Facility CD Credit Facility TCF Credit Facility

Total facility size $ 500,000 $ 8,448,000 $ 800,000

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Maturity date July 12, 2030 July 12, 2030 July 12, 2030

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

(2) The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority basis, pari passu with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement.

Total Energies Holdings SAS (“Total Holdings”) provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.

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

The obligations of Rio Grande under the TCF Credit Agreement are secured by substantially all of the assets of Rio Grande as well as a pledge of all of the membership interests in Rio Grande on a first-priority, pari passu basis with the Senior Secured Notes, the Senior Secured Loans and the loans made under the CD Credit Agreement.

Total Energies Holdings SAS provides contingent credit support to the lenders under the TCF Credit Agreement to pay past due amounts owing from Rio Grande under the agreement upon demand.

Restrictive Debt Covenants

The CD Credit Facility and the TCF Credit Facility (collectively, the “Facilities”) include certain covenants and events of default that are supplemental to the covenants and events of default set forth in the P1 Common Terms Agreement and that are customary for project financing facilities of this type, including a requirement that interest rates for a minimum of 75 % of the projected principal amount of Senior Secured Debt outstanding be hedged or have fixed interest rates.

In addition, certain covenants and events of default in the Facilities are more restrictive than the corresponding covenants and events of default in the P1 Common Terms Agreement, including covenants limiting Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends (which are subject to customary conditions set out in the Facilities and certain related financing documents) or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, sell, or lease all or substantially all of Rio Grande’s assets or enter into certain LNG sales contracts.

The Facilities include a requirement for Rio Grande to maintain a historical debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date, a default of which may be cured with equity contributions.

The Senior Secured Notes and Senior Secured Loans contain customary terms and events of default and certain covenants that, among other things, limit Rio Grande’s ability to incur additional indebtedness, make certain investments or pay dividends or distributions on equity interests or subordinated indebtedness or purchase, redeem, or retire equity interests, sell or transfer assets, incur liens, dissolve, liquidate, consolidate, merge, or sell or lease all or substantially all of Rio Grande’s assets.

The Senior Secured Notes and Senior Secured Loans further require Rio Grande to submit certain reports and information and maintain certain LNG offtake agreements.

With respect to certain events, including a change of control event and receipt of certain proceeds from asset sales, events of loss or liquidated damages, the Senior Secured Notes and Senior Secured Loans require Rio Grande to make an offer to repurchase or offer to prepay, respectively, at 101 % (with respect to a change of control event) or par (with respect to each other event).

The Senior Secured Notes Senior and Secured Loans covenants are subject to a number of important limitations and exceptions, including the terms and covenants contained in the P1 Common Terms Agreement.

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

The Rio Grande Facilities, the Senior Secured Loans, and Senior Secured Notes require Rio Grande to maintain a historical debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date.

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

The Corporate Credit Agreement permits subsidiaries of Super Holdings to incur indebtedness to fund project-level equity in support of the construction of the fourth and fifth liquefaction trains of the Rio Grande LNG Facility, subject to the terms and conditions provided therein, including that Super Holdings make an offer to prepay the Corporate Credit Agreement in full at par plus accrued and unpaid interest.

As of December 31, 2024, Rio Grande was in compliance with all covenants related to its respective debt agreements.

NextDecade Corporation

Notes to Consolidated Financial Statements

The Senior Secured Notes require Rio Grande to maintain a debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the initial principal payment date.

The Senior Secured Loans require Rio Grande to maintain a debt service coverage ratio of at least 1.10 :1.00 at the end of each fiscal quarter starting from the first quarterly payment date to occur on or after the date that is ninety days following the project completion date.

As of December 31, 2023, Rio Grande was in compliance with all covenants related to its respective debt agreements.

Debt Extinguishment

On December 28, 2023, the Company repaid $ 233.0 million of the outstanding principal balance of the CD Credit Facility.

As a result of the repayment, the Company recognized an approximate $ 9.5 million loss on extinguishment for the year ended December 31, 2023.

Debt Extinguishments

As of December 31, 2024, the Company has made repayments of $ 1,338.2 million.

As a result of these repayments, the Company recognized an approximate $ 49.3 million loss on extinguishment for the year ended December 31, 2024.

Debt Maturities

Years Ending December 31, Principal Payments

2025 - 2029 $ —

Thereafter 4,035,000

Total $ 4,035,000

Interest Expense

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Year Ended December 31,

Interest cost of non-current debt

Interest per contractual rate $ 194,873 $ 43,268

Amortization of debt issuance costs 65,336 41,390

Other interest costs 3,148 —

Total interest cost 263,357 84,658

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

December 31, 2023

Carrying Value Fair Value

December 31, 2024 December 31, 2023

Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value

Senior Secured Notes $ 2,005,000 $ 1,984,836 $ 700,000 $ 743,593

Senior Secured Loans 607,000 609,082 607,000 632,998

The fair value of the Company's Senior Secured Notes and Senior Secured Loans was calculated based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including interest rates on debt issued by parties with comparable credit ratings.

Corporate Credit Agreement

175,000 169,750 — —

The fair value of the Company's Senior Secured Notes, Senior Secured Loans and Corporate Credit Agreement represent Level 2 instruments in the fair value hierarchy.

The fair value of the Company’s CD Credit Facility and TCF Credit Facility approximates its' carrying amount due to its variable interest rate, which approximates a market interest rate.

Note 10 — Preferred Stock and Common Stock Warrants

Preferred Stock

As of December 31, 2022, the Company had outstanding 82,948 shares of Series A Convertible Preferred Stock, par value $ 0.0001 per share (the “Series A Preferred Stock”), 79,239 shares of Series B Convertible Preferred Stock, par value $ 0.0001 per share (the “Series B Preferred Stock”) and 59,366 shares of Series C Convertible Preferred Stock, par value $ 0.0001 per share (the “Series C Preferred Stock” and, together with the Series A Preferred Stock and the Series B Preferred Stock, the “Convertible Preferred Stock”).

The shares of Convertible Preferred Stock bore dividends at a rate of 12 % per annum, which were cumulative and accrued daily from the respective dates of issuance on the $ 1,000 stated value per share.

Such dividends were payable quarterly and may be paid in cash or in-kind.

During the year ended December 31, 2023 and 2022, the Company paid-in-kind $ 20.5 million and $ 24.3 million of dividends, respectively, to the holders of the Convertible Preferred Stock.

On July 26, 2023, the Convertible Preferred Stock was converted into 59,542,066 shares of common stock.

NextDecade Corporation

Notes to Consolidated Financial Statements

Common Stock Warrants

The Company issued warrants exercisable to purchase Company common stock in connection with its issuances of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the “Common Stock Warrants”).

The Company revalues the Common Stock Warrants at each balance sheet date and are included in Level 3 of the fair value hierarchy.

The assumptions used in the Monte Carlo simulation model to estimate the fair value of the Common Stock Warrants are as follows:

Stock price $ 4.77 $ 4.94

Exercise price $ 0.01 $ 0.01

Risk-free rate 4.7 % 4.6 %

Volatility 78.4 % 52.5 %

Term (years) 0.5 1.5

The following table shows a reconciliation of changes in the fair value of the Common Stock Warrants which are classified as Level 3 in the fair value hierarchy (in thousands):

Beginning balance $ 6,790 $ 3,963

Increase in fair value 1,879 5,747

Exercise — ( 3,564 )

Issuance — 644

Ending balance $ 8,669 $ 6,790

Note 8 — Variable Interest Entity

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In addition, there is no recourse to us for the consolidated VIE’s liabilities.

The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings and its subsidiaries only and exclude intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

The assets and liabilities in the table below include assets and liabilities of Intermediate Holdings and its subsidiaries only and exclude

NextDecade Corporation

Notes to Consolidated Financial Statements

intercompany balances between Intermediate Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

Current assets:

Cash $ 256,237 $ —

Current derivative asset 17,958 —

Restricted cash $ 244,625 $ 256,237

Derivatives 16,867 17,958

Prepaid expenses and other current assets 1,084 108

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Property, plant and equipment, net 5,007,345 2,428,583

Operating lease right-of-use assets, net 157,053 —

Debt issuance costs, net of amortization 389,695 —

Non-current derivative assets — —

Operating lease right-of-use assets 153,679 157,053

Deferred financing fees 317,788 389,695

Derivatives 472,057 —

Other non-current assets 15,407 9,374

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Accrued liabilities and other current liabilities 321,162 288,779

Current operating lease liabilities 2,554 —

Operating leases 2,649 2,554

Total current liabilities 566,500 529,915

Non-current operating lease liabilities 131,901 —

Non-current derivative liability 66,899 —

Non-current debt, net of unamortized debt issuance costs 1,816,301 —

Operating leases 129,253 131,901

Derivatives — 66,899

Debt, net 3,788,802 1,816,301

Total liabilities $ 4,484,555 $ 2,545,016

Note 9 — Stockholders' Equity

Common Stock Purchase Agreements

On February 3, 2023, the Company entered into a common stock purchase agreement (the “Stock Purchase Agreement”) for a private placement with HGC NEXT INV LLC and Ninteenth Investment Company LLC, pursuant to which the Company sold an aggregate of 5.8 million shares of the Company common stock for aggregate proceeds of $ 35.0 million.

On June 13, 2023, the Company entered into a common stock purchase agreement for three private placements with Global LNG North America Corp., an affiliate of TotalEnergies SE pursuant to which we agreed to sell an aggregate of 17.5 % of the Company's common stock outstanding by the closing of third private placement.

In aggregate, the Company sold approximately 44.9 million shares for aggregate proceeds of approximately $ 219.4 million.

The details of the three private placements are as follows:

• Approximately 8.0 million shares were sold for proceeds of $ 40.0 million on June 14, 2023.

• Approximately 22.1 million shares were sold for proceeds of $ 110.0 million on July 26, 2023.

• Approximately 14.8 million shares were sold for proceeds of $ 69.4 million on September 8, 2023.

As discussed in Note 7 , Debt , on December 31, 2024 (the “Issuance Date”), the Warrants were issued in two tranches giving the lender the right to purchase up to approximately 3.6 million shares of our common stock at $ 7.15 per share (“Tranche A”) and an additional approximately 3.6 million shares of our common stock at $ 9.30 per share (“Tranche B”).

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

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

The Warrants were valued using a Monte Carlo model that resulted in a relative fair value of approximately $ 28.6 million on the Issuance Date and are not subject to subsequent remeasurement.

The Warrants have been classified as equity and are recognized within Additional paid-in capital on our Consolidated Balance Sheets.

NextDecade Corporation

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Unvested stock and stock units (1)

Convertible preferred stock — 46,533

Common stock warrants 798 1,548

Total potentially dilutive common shares 9,146 6,390

____________________________

(1) Includes the impact of unvested shares containing performance conditions to the extent that the underlying performance conditions are satisfied based on actual results as of the respective dates.

Note 11 — Share-based Compensation

We have granted shares of Company common stock, restricted Company common stock and restricted stock units to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan.

Total share-based compensation consisted of the following (in thousands):

Year Ended December 31,

Share-based compensation expense:

Equity awards $ 26,039 $ 7,472

Liability awards 514 —

Total share-based compensation expense 26,553 7,472

The total unrecognized compensation costs at December 31, 2023 relating to equity-classified awards were $ 52.5 million, which is expected to be recognized over a weighted average period of 1.8 years.

Restricted Stock Awards

Restricted stock awards are awards of Company common stock that are subject to restrictions on transfer and to a risk of forfeiture if the recipient’s employment with the Company is terminated prior to the lapse of the restrictions.

Restricted stock awards vest based on service conditions and/or performance conditions.

The amortization of the value of restricted stock grants is accounted for as a charge to compensation expense, or capitalized, depending on the nature of the services provided by the employee, with a corresponding increase to additional-paid-in-capital over the requisite service period.

Grants of restricted stock to employees, non-employees and non-employee directors that vest based on service and/or performance conditions are measured at the closing quoted market price of our common stock on the grant date.

The table below provides a summary of our restricted stock awards outstanding as of December 31, 2023 and changes during the year ended December 31, 2023 (in thousands, except for per share information):

Shares Weighted Average Grant Date Fair Value Per Share

Non-vested at January 1, 2023 1,083 $ 7.51

We have granted restricted stock and restricted stock units (collectively, “Restricted Stock”), as well as unrestricted stock and stock options, to employees, consultants and non-employee directors under our 2017 Omnibus Incentive Plan.

For the years ended December 31, 2024 and 2023, the Company recognized approximately $ 19.9 million and $ 26.6 million, respectively, of share-based compensation expense related to all share-based awards.

As of December 31, 2024, unrecognized compensation expense, based on the grant date fair value, for all share-based awards totaled approximately $ 53.6 million, of which $ 39.8 million is expected to be recognized over a weighted-average period of 1.5 years.

Restricted Stock

Upon the vesting of restricted stock, shares of common stock will be released to the grantee.

Upon the vesting of certain restricted stock units, the units will be converted into shares of common stock and released to the grantee.

As of December 31, 2024, there was no Restricted Stock that would be required to be settled in cash.

As of December 31, 2024, we had approximately 8.8 million shares of service-based Restricted Stock outstanding and 4.5 million shares of performance-based Restricted Stock.

The fair value of the Restricted Stock was established by the market price on the date of grant and, for service-based awards, is being recognized as compensation expense ratably over the vesting term.

The table below provides a summary of our Restricted Stock transactions for the year ended December 31, 2024 (in thousands, except for per share information):

Shares Weighted Average Grant Date Fair Value

Unvested at January 1, 2024 12,812 $ 4.72

Granted 3,832 4.75

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Forfeited ( 183 ) 5.71

Non-vested at December 31, 2023 13 $ 2.24

Unvested at December 31, 2024 13,285 $ 4.71

Stock Options

During the year ended December 31, 2024, certain 2017 Plan participants were granted non-qualified options to purchase shares of common stock.

Stock options were granted at an exercise price of $ 10.00 , which was above the market price of the common stock on the date of grant.

Stock options vest after three years of service or as otherwise set forth in the underlying award agreement.

Vested options shall be exercisable at such time and under such conditions set forth in the underlying award agreement, but in no event shall any option be exercisable later than the tenth anniversary of the date of grant.

NextDecade Corporation

Notes to Consolidated Financial Statements

Restricted Stock Units and Performance Stock Units

Restricted stock units are stock awards that vest over a service period of one , two , or three years and entitle the holder to receive shares of our common stock upon vesting, subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions.

Certain performance stock units provide for cliff vesting after a period of three years with payouts based upon market conditions achieved over the defined performance period compared to pre-established performance targets.

The settlement amounts of the awards are based on market conditions consisting of total shareholder return (“TSR”) and relative total shareholder return (“RTSR”) of our common stock.

Where applicable, the compensation for performance stock units containing market conditions of TSR and RTSR are based on a fair value using a Monte Carlo simulation as of the grant date, which utilizes level 3 inputs such as projected stock volatility and projected risk-free rates and remains constant through the vesting period.

The number of shares that may be earned at the end of the vesting period ranges from 0 % up to 100 % of the target award amount.

Both restricted stock units and performance stock units will be settled in Company common stock (on a one-for-one basis) and are classified as equity awards.

The table below provides a summary of our restricted stock units outstanding as of December 31, 2023 and changes during the year ended December 31, 2023 (in thousands, except for per share information):

Shares Weighted Average Grant Date Fair Value Per Share

Non-vested at January 1, 2023 10,304 4.82

The following table provides a summary of our stock option transactions for the year ended December 31, 2024 (stock options in thousands):

Stock Options Weighted Average Exercise Price

Outstanding at January 1, 2024 — $ —

Granted 1,479 10.00

Vested ( 2,782 ) 7.82

Exercised — —

Forfeited — —

Non-vested at December 31, 2023 12,799 $ 4.72

Outstanding at December 31, 2024 1,479 $ 10.00

Exercisable at December 31, 2024 — $ —

The fair value of each stock option award was estimated using the Black-Scholes option pricing model which resulted in a grant date fair value of $ 2.69 .

Valuation assumptions used to determine the grant date fair value were as follows:

Expected term (in years) 6.5

Expected volatility 76.0 %

Expected dividend yield — %

Risk-free rate 3.8 %

Due to our limited history, the Company has elected to apply the simplified method to determine the expected term.

Additionally, due to our limited history, expected volatility is based on a blend of our historical volatility and our implied volatility.

The expected dividend yield is based on our historical yields on the date of grant.

The risk-free rate is based on the U.S.

Treasury yield curve in effect at the time of grant.

Note 12 — Income Taxes

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Officers' compensation 1 ( 2 )

Other — ( 1 )

Valuation allowance 5 ( 13 )

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Investment in Intermediate Holdings 17,774 31,782

Property, plant and equipment — 749

Operating lease liabilities 3,131 2,972

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Net deferred tax assets (liabilities) $ — $ —

The federal deferred tax assets presented above do not include the state tax benefits as our net deferred state tax assets are offset with a full valuation allowance.

At December 31, 2024, we had federal net operating loss (“NOL”) carryforwards of approximately $ 370.5 million.

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The federal tax returns for the years beginning 2021 remain open for examination.

We have not recorded any unrecognized tax benefits related to uncertain tax positions as of December 31, 2024.

Note 13 — Commitments and Contingencies

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Year Ended December 31,

Cash paid for interest, net of amounts capitalized $ 23,365 $ —

Non-cash investing activities:

Interest payments classified as operating activities $ 3,557 $ 23,365

Accounts payable for acquisition of property, plant and equipment 242,057 238,105

Accrued liabilities for acquisition of property, plant and equipment 268,821 12,046

Accrued liabilities for acquisition of other non-current assets — 279

Non-cash financing activities:

Paid-in-kind dividends on Convertible Preferred Stock $ 20,431 $ 24,207

Accruals for acquisition of property, plant and equipment 276,137 268,821

Non-cash settlement of warrant liabilities 8,571 —

Corporate fixed asset retirements 1,256 —

Non-cash issuance of the Warrants and associated discount to the Corporate Credit Agreement 28,595 —

Reclassification from other non-current assets to property, plant and equipment 1,867 9,006

Reclassification from other non-current assets to operating lease right-of-use assets — 24,606

Accrued liabilities for debt and equity issuance costs 4,750 764

Note 18 — Subsequent Events

NextDecade LLC Revolver

On January 4, 2024, NextDecade LLC entered into a Credit and Guaranty Agreement by and among NextDecade LLC, as borrower, Rio Grande LNG Super Holdings, LLC and Rio Grande LNG Intermediate Super Holdings, LLC, as subsidiary guarantors, MUFG Bank, Ltd., as the administrative agent (the “Administrative Agent”), Wilmington Trust, National Association, as the collateral agent (the “Collateral Agent”), MUFG Bank, Ltd., as coordinating lead arranger and bookrunner and the financial institutions party thereto as lenders.

The Credit and Guarantee Agreement provides for the following facilities:

• a revolving loan facility (the “Revolving Loans”) in an amount up to $ 50 million available to NextDecade LLC to be used for (a) general corporate purposes and working capital requirements of NextDecade LLC and its subsidiaries, including development costs related to the fourth liquefaction train and related common facilities at the Rio Grande LNG Facility, and (b) certain permitted payments on behalf of the Company and its subsidiaries;

• an interest loan facility (the “Interest Loans” and together with the Revolving Loans, the “Loans”) in an amount up to $ 12.5 million available to NextDecade LLC to pay interest obligations, fees, and expenses due and payable under the Credit Agreement and the other finance documents.

The principal amount of the Loans must be repaid on the maturity date, which is the earlier of (a) the second anniversary of the Closing Date or such later anniversary of the Closing Date as may be determined by a unanimous decision of the lenders following a written request from NextDecade LLC and (b) ten business days after the date a final investment decision is taken by the board of directors of the Company in respect of the development of the fourth liquefaction train and related common facilities at the Rio Grande LNG Facility.

NextDecade LLC may extend the maturity to the date that is ninety days after the date in clause (b) if it delivers written notice to the lenders specifying in reasonable detail its expected source of liquidity to repay all outstanding obligations under the Credit Agreement and the other finance documents on the last day of the requested ninety-day extension.

NextDecade LLC may make borrowings based on SOFR plus the applicable margin ( 4.50 %) or the base rate plus the applicable margin ( 3.50 %).

NextDecade LLC will pay commitment fees on the undrawn amount of the loan commitments.

Additional Rio Grande Senior Notes

On February 9, 2024, Rio Grande issued and sold $ 190 million aggregate principal amount of 6.85 % Senior Secured Notes due 2047 (the “ 6.85 % Senior Notes”) pursuant to an indenture between Rio Grande and Wilmington Trust, National Association, as Trustee (the “Indenture”).

The issuance and sale of the 6.85 % resulted in a reduction in the commitments under Rio Grande's existing term loan facilities for Phase 1 from approximately $ 10.5 billion to approximately $ 10.3 billion.

The 6.85 % Senior Notes will be amortized over a period of approximately 18 years beginning in mid-2029, with a final maturity in June 2047, and will accrue interest from February 9, 2024 at a rate equal to 6.85 % per annum on the outstanding principal amount, with such interest payable semi-annually, in cash in arrears, on June 30 and December 30 of each year, beginning on June 30, 2024.

Paid-in-kind dividends on convertible preferred stock — 20,431

NextDecade Corporation

Notes to Consolidated Financial Statements

Changes in and Disagreements with Accountants

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-K

Item 8. Financial Statements and Supplementary Data