Dilution profile // every instrument, one screen, from SEC filings

NextDecade Corp (NEXT)

CIK 1612720 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$145M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 3% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW+10% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
Cash need
HIGH~5.9 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-10-302026-07-24

Latest: 266.2M shares as of Jul 24, 2026 (10-Q).

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Warrants Due20317.2Mnot tagged
Warrants Exercise Price Two5.6M$9.3
Warrants Exercise Price One3.6M$7.15
Warrants Due20322.0Mnot tagged

Tranches exactly as the company dimensioned them in its 10-Q filed Jul 30, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 7.2M underlying shares, as reported Mar 31, 2025 (10-Q).

Balance-sheet fair value of warrants: $9.2M as of Jun 30, 2026.

Rough fully diluted estimate: 273.4M = 266.2M O/S + 7.2M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
8.00 AR Corporate Credit Agreement$100.0M$100.0M$9.58%~10.5M sh

If every note above converted at its tagged price: ~10.5M new shares on 266.2M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Jul 30, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding266.2MJul 24, 2026
+ Warrants Due2031 (if exercised)7.2MJun 30, 2026
+ Warrants Exercise Price Two (if exercised)5.6MJun 30, 2026
+ Warrants Exercise Price One (if exercised)3.6MJun 30, 2026
+ Warrants Due2032 (if exercised)2.0MJun 30, 2026
+ 8.00 AR Corporate Credit Agreement (if fully converted)10.5MNov 17, 2025
Fully diluted estimate295.1M+10.9% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $145.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3ASRMay 13, 2026$145.3M registeredfiling →
S-3Dec 13, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Aug 15, 2023no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 1 executed · 1 registered.

REGISTEREDMay 13, 2026Automatic shelf registration — effective immediately (large filers)S-3ASR
EXECUTEDNov 18, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJan 6, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEDec 26, 2023Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEDec 22, 2023SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 13, 2023S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDSep 8, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
UPDATEAug 28, 2023Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEAug 25, 2023SEC declared a registration effective — selling can beginEFFECT
REGISTEREDAug 15, 2023S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDJul 27, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 14, 2023Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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