What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-11 · 82 added, 46 removed, 175 unchanged (42% of the section changed)

11 unchanged sentences

Based on our assessment, we have concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024, based on criteria in Internal Control—Integrated Framework (2013) issued by the COSO.

The Company is neither an accelerated filer nor a large accelerated filer, as defined in Rule 12b-2 under the Exchange Act and, therefore, this Annual Report on Form 10-K does not include an audit report on internal control over financial reporting by the Company’s registered public accounting firm.

Management’s report on internal control over financial reporting for the year ended December 31, 2023 was not required to be attested by the Company’s registered public accounting firm pursuant to Item 308(b) of Regulation S-K.

KPMG LLP (KPMG), the independent registered public accounting firm that audited our Consolidated Financial Statements, has issued an attestation report on our internal control over financial reporting.

KPMG's attestation report on our internal control over financial reporting appears in Part II, Item 8, of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in Internal Control over Financial Reporting

5 unchanged sentences

NextDecade Corporation

Notes to Consolidated Financial Statements

Directors, Executive Officers and Corporate Governance

9 unchanged sentences

NextDecade Corporation

Notes to Consolidated Financial Statements

Exhibit and Financial Statement Schedules

1 unchanged sentence

(1) Financial Statements – NextDecade Corporation and Subsidiaries:

Report s of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

19 unchanged sentences

Specimen Common Share Certificate (Incorporated by reference to Exhibit 4.1 of the Company's Form 10-K, filed March 3, 2020)

Specimen IPO Warrant Certificate (Incorporated by reference to Exhibit 4.3 of the Amendment No.

7 to the Company's Registration Statement on Form S-1, filed March 13, 2015)

NextDecade Corporation

Notes to Consolidated Financial Statements

Form of Warrant Agreement between Harmony Merger Corp.

and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 4.4 of the Amendment No.

7 to the Company's Registration Statement on Form S-1, filed March 13, 2015)

Form of Warrant Agreement for the Series A Warrants (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed August 7, 2018)

Form of Warrant Agreement for the Series B Warrants (Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed August 24, 2018)

4.2 Form of Warrant Agreement for the Series C Warrants (Incorporated by reference to Exhibit 4.1 of the Company's Form 8-K, filed March 18, 2021)

NextDecade Corporation

4.3* Form of Tranche A/B Warrant Agreement

4.4 Description of Common Stock of NextDecade Corporation Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.6 of the Company's Form 10-K, filed March 3, 2020)

21 unchanged sentences

as Contractor, dated as of May 24, 2019 (Incorporated by reference to Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2019)

NextDecade Corporation

Notes to Consolidated Financial Statements

Form of Non-Affiliate Director Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q, filed November 5, 2019)

1 unchanged sentence

10.17 Registration Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company (Incorporated by reference to Exhibit 10.24 of the Company's Annual Report on Form 10-K, filed March 3, 2020)

NextDecade Corporation

Amended and Restated Director Compensation Policy

Omnibus Agreement, entered into as of February 13, 2020, between NextDecade LNG, LLC and Spectra Energy Transmission II, LLC (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed May 18, 2020)

Precedent Agreement for Firm Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Rio Bravo Pipeline Company, LLC (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q, filed May 18, 2020)

Precedent Agreement for Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Valley Crossing Pipeline, LLC (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q, filed May 18, 2020)

10.19 First Amendment to Lease Agreement, made and entered into as of April 30, 2020, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC (Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed May 4, 2020)

13 unchanged sentences

(Incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K filed March 25, 2021)

NextDecade Corporation

Notes to Consolidated Financial Statements

10.27 Third Amendment to the 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 March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.

6 unchanged sentences

(Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022)

NextDecade Corporation

Fifth Amendment to the 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.

(Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022)

10.35 Form of Series C Convertible Preferred Stock Purchase Agreement, dated as of March 17, 2021 (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed March 18, 2021)

10.32 Form of Registration Rights Agreement for purchasers of Series C Preferred Stock (Incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed March 18, 2021)

Form of time-based restricted stock unit agreement

Form of performance-based restricted stock unit agreement

10.39 Common Stock Purchase Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K, filed April 7, 2022)

Form of time-based restricted stock unit agreement (Incorporated by reference to Exhibit 10.37 of the Company's Annual Report on Form 10-K filed March 10, 2023)

Form of performance-based restricted stock unit agreement (Incorporated by reference to Exhibit 10.38 of the Company's Annual Report on Form 10-K filed March 10, 2023)

Form of stock option agreement

10.36 Registration Rights Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC (Incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed April 7, 2022)

10.41 Common Stock Purchase Agreement, dated as of September 14, 2022, by and between the Company and the various investors party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed September 19, 2022)

10.37 Registration Rights Agreement, dated as of September 19, 2022, by and between the Company and the various investors party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed September 19, 2022)

10.38 Registration Rights Agreement, dated as of June 14, 2023, by and between the Company and Global LNG North America Corp.

(Incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q filed August 14, 2023)

10.39 Purchaser Rights Agreement, dated as of June 14, 2023, by and between the Company and Global LNG North America Corp.

(Incorporated by reference to Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q filed August 14, 2023)

Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee (Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

1 unchanged sentence

First Amendment to Credit Agreement, dated as of November 1, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto

NextDecade Corporation

Notes to Consolidated Financial Statements

Credit Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, TotalEnergies Holdings SAS, MUFG Bank, Ltd., as TCF Administrative Agent, Mizuho Bank (USA), as TCF Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

4 unchanged sentences

Collateral and Intercreditor Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

NextDecade Corporation

Pledge Agreement, dated as of July 12, 2023, by and among Rio Grande LNG Holdings, LLC, as Pledgor, and Mizuho Bank (USA), as P1 Collateral Agent (Incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

16 unchanged sentences

and (v) EC00075, dated as of December 11, 2023

Subsidiaries of the Company

10.56 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.

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

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.

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.

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

10.61 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.

NextDecade Corporation

Notes to Consolidated Financial Statements

Consent of Grant Thornton LLP

(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.

(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.

Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 4 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of August 5, 2024, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.

(i) EC00144, dated as of July 18, 2024;

and (ii) EC00155, EC00163 and EC00154, each dated as of August 29, 2024.

EC00156 and EC00164, each dated as of August 29, 2024.

10.67*+ 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) EC00162, dated as of October 11, 2024;

(ii) EC00149, dated as of October 29, 2024;

(iii) EC00142, dated as of November 7, 2024;

(iv) EC00174, dated as of November 25, 2024;

(v) EC00169 and EC00173, each dated as of December 2, 2024;

(vi) EC00140 and EC00175, each dated as of December 5, 2024;

and (vii) EC00184, dated as of December 19, 2024

10.68*+ 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) EC00170, dated as of December 2, 2024;

(ii) EC00176, dated as of December 5, 2024;

and (iii) EC00185, dated as of December 21, 2024

10.69* Credit Agreement, dated December 31, 2024, by and among Rio Grande Super Holdings, LLC, as Borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as Administrative Agent and Collateral Agent, and the other lenders party thereto.

10.70* Registration Rights Agreement, dated December 31, 2024, by and between NextDecade Corporation and APSC II HoldCo II, L.P.

19.1* NextDecade Corporation Insider Trading Policy

Subsidiaries of the Company

Consent of KPMG LLP

23.2* Consent of Grant Thorton LLP

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

6 unchanged sentences

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

NextDecade Corporation

Inline XBRL Taxonomy Extension Label Linkbase Document

8 unchanged sentences

NextDecade Corporation

Notes to Consolidated Financial Statements

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

(Principal Executive Officer)

March 11, 2024

February 27, 2025

NextDecade Corporation

Notes to Consolidated Financial Statements

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Matthew K.

Schatzman Chairman of the Board and Chief Executive Officer March 11, 2024

Schatzman Chairman of the Board and Chief Executive Officer February 27, 2025

Schatzman (Principal Executive Officer)

Wahl Chief Financial Officer March 11, 2024

Wahl Chief Financial Officer February 27, 2025

Wahl (Principal Financial Officer)

/s/ Eric Garcia Senior Vice President and Chief Accounting Officer March 11, 2024

/s/ Eric Garcia Senior Vice President and Chief Accounting Officer February 27, 2025

Eric Garcia (Principal Accounting Officer)

/s/ Giovanni Oddo Director March 11, 2024

/s/ Giovanni Oddo Director February 27, 2025

Giovanni Oddo

/s/ Brian Belke Director March 11, 2024

/s/ Frank Chapman Director March 11, 2024

/s/ Brian Belke Director February 27, 2025

/s/ Frank Chapman Director February 27, 2025

Frank Chapman

/s/ Avinash Kripalani Director March 11, 2024

/s/ Avinash Kripalani Director February 27, 2025

Avinash Kripalani

/s/ Thibaud de Préval Director March 11, 2024

Thibaud de Préval

/s/ Arnaud Lenail-Chouteau Director February 27, 2025

Arnaud Lenail-Chouteau

/s/ Edward Andrew Scoggins, Jr.

Director March 11, 2024

Director February 27, 2025

Edward Andrew Scoggins, Jr.

/s/ William Vrattos Director March 11, 2024

/s/ William Vrattos Director February 27, 2025

William Vrattos

/s/ Spencer Wells Director March 11, 2024

/s/ Spencer Wells Director February 27, 2025

Spencer Wells

/s/ Tim Wyatt Director March 11, 2024

/s/ Timothy Wyatt Director February 27, 2025

Timothy Wyatt

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 9A. Controls and Procedures