NEXT 10-K & 10-Q changes, risk factors and insider trading

The substantial amount of indebtedness incurred to finance construction of Phase 1 of the Rio Grande LNG Facility may adversely affect Rioour Grande’ssubsidiaries' cash flow and itsthe ability to operate itstheir business, remain in compliance with debt covenants and make payments on its indebtedness.

RioOur Grandesubsidiaries hashave incurred a substantial amount of indebtedness. This substantial level of indebtedness increases the possibility that Rio Grandethey may be unable to generate cash sufficient to pay, when due, the principal or interest on such indebtedness or to refinance such indebtedness ahead of its scheduled maturity. This indebtedness and obligations thereunder could have other important consequences to you as a stockholder. For example:

•any failure to comply by our subsidiaries, including the Rio Grande Project Entities, with the obligations ofunder any of Rio Grande’stheir debt instruments, including financial and other restrictive covenants, could result in an event of default under the applicable instrument;

•Rio Grandewe may be more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse change in government regulation affecting Rioour Grande’ssubsidiaries' ability to pay obligations when due;

•Rioour Grandesubsidiaries may need to dedicate a substantial portion of itstheir future cashflowcash flow from operations to payments on indebtedness, thereby reducing the availability of cash flows to fund working capital, capital expenditures, acquisitions, other general corporate purposes and any future dividends or share repurchases;

•the ability to refinance Rio Grande’s indebtedness will depend on the condition of credit markets and capital markets, and itsour subsidiaries' financial condition at such time. Any refinancing could be at higher interest rates and may require compliance with more onerous covenants, which could further restrict business operations;

•we may have limited flexibility in planning for, or reacting to, changes in Rio Grande’sour business and the industry in which itwe operatesoperate; and

•our indebtedness may place us and our subsidiaries, including the Rio Grande Project Entities, at a competitive disadvantage compared to its competitors that have less debt.

In addition to restrictions on the ability of Rioour Grandesubsidiaries to make distributions or incur additional indebtedness, the agreements governing Rioour Grande’ssubsidiaries' indebtedness also contain various other covenants that may prevent itthem from engaging in beneficial transactions, including limitations on the ability of Rio Grande or certain of itsour subsidiaries to:

•consolidate, merge, sell or lease all or substantially all of itstheir assets.

A breach of the covenants and other restrictions in any of Rioour Grande’ssubsidiaries' indebtedness could result in an event of default thereunder. Such a default may allow the holders of such indebtedness to accelerate the related indebtednessindebtedness, which may result in foreclosure on Rio Grande’sthe assets orowned by the applicable subsidiary, which in the case of the Rio Grande Project Entities, includes the equity interests in the Rio Grande.Grande Project Entities, and in the case of the ND Finance Subsidiaries, includes the equity interests in the entities that own NextDecade's interests in the Joint Ventures.

We currently operate parts of our business through athe jointJoint venture, Rio Grande LNG Intermediate Holdings, LLC (“Intermediate Holdings”)Ventures, in which we do not have 100% ownership interest, and we may enter into additional joint ventures in the future. Joint ventures and minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the joint venture or minority investment. For example, except for the Member Reserved Matters (as defined below), the affairs of Intermediatethe HoldingsJoint Ventures will otherwise be managed by atheir boardrespective boards of managers (the “IntermediateJV Holdings BoardBoards”). The IntermediateJV HoldingsBoards Board will beare composed of (i) up to four managers appointed by us (the “Class A Managers”), includingincluding, in respect of the Phase 1 Holdings board of managers, one Class A Manager designated by Global LNG North America Corp., a subsidiary of TotalEnergies SE, and (ii) managers appointed by members holding a minimum percentage of the Class B limited liability company interests in Intermediatethe Holdingsrespective Joint Venture (the “Class B Managers”). Approval of any matter by thea Intermediate HoldingsJV Board will require the consent of a majority of the Class A Managers voting on the matter and Class B Managers representing a majority of the Class B limited liability company interests in Intermediatesuch HoldingsJoint Venture voting for such matter, as applicable; provided that (i) certain specified “qualified matters,” “supermajority matters,” and “unanimous matters” are reserved to the approval of the members of Intermediatethe HoldingsJoint Venture (the "Member Reserved Matters") holding a requisite percentage of the applicable classes of limited liability company interests in Intermediatesuch Holdings,Joint Venture, and (ii) related party transactions will be subject to approval in accordance with the procedures specified in the applicable company agreement of the Joint Venture (the "JV Agreement.Agreements"). Pursuant to the JV Agreement,Agreement for Phase 1 Holdings, we will be entitled to receive up to approximately 20.8% of distributions of available cash of IntermediatePhase 1 Holdings to its members during operations; provided, that a majority of the IntermediatePhase 1 Holdings distributions to which we are otherwise entitled will be paid for any distribution period only after the Financialfinancial Investorsequity partners receive an agreed distribution threshold in respect of such distribution period and certain other deficit payments from prior distribution periods, if any, are made. Any such shortfall in distributions that we would otherwise have been entitled to will accrue as an arrearage to be paid out in future periods in which IntermediatePhase 1 Holdings meets the applicable target distribution threshold for the Financialfinancial Investors.equity Challengespartners. and risks presented by joint venture structures not otherwise present with respectPursuant to ourthe wholly-ownedJV subsidiariesAgreement andfor directTrain 4 Holdings, we will receive 40% of distributions of available cash generated from Train 4 operations, include:which will increase to 60% when the equity partners receive a certain return on their investments in Train 4 LLC. Pursuant to the JV Agreement for Train 5 Holdings, we will receive 50% of distributions of available cash generated from Train 5 operations, which will increase to 70% when the equity partners receive a certain return on their investments in Train 5 LLC.

•ourthe jointJoint venturesVentures may fail to generate the expected financial results, and the return may be insufficient to justify our investment of effort and/or funds;

•our joint venture partners may have business or economic interests that are inconsistent with ours and may take actions contrary to our interests;

•our joint venture partners may fail to fund capital contributions or fail to fulfill their obligations as partners;

•the arrangements governing ourthe jointJoint venturesVentures may contain restrictions on the conduct of our business and may contain certain conditions or milestone events that may never be satisfied or achieved;

•we may suffer losses as a result of actions taken by our venture partners with respect to ourthe jointJoint venturesVentures; and

•it may be difficult for us to exit jointthe venturesJoint Ventures if an impasse arises or if we desire to sell our interest for any reason.

We believe an important element in the success of any joint venture is a solid relationship between the members of that venture. If there is a change in ownership, a change of control, a change in management or management philosophy, a change in business strategy or another event with respect to a member of ourthe jointJoint ventureVentures that adversely impacts the relationship between the venture partners, it could adversely impact such venture.

If our partners are unable or unwilling to invest in ourone jointor venturemore of the Joint Ventures in the manner that is anticipated or otherwise fail to meet their contractual obligations, thesuch jointJoint ventureVenture may be unable to adequately perform and conduct its respective operations, or may require us to provide, or make other arrangements for additional financing for the jointJoint venture.Venture. Such financing may not be available on favorable terms, or at all.

Joint ventureVenture partners, controlling shareholders, management or other persons or entities who control them may have economic or business interests, strategies or goals that are inconsistent with ours. Business decisions or other actions or omissions of the joint venture partners, controlling shareholders, management or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation. Any such circumstance could materially adversely affect our results of operations, financial condition, cash flows and/or prospects.

Our projects are in the development and construction phases, and the success of such projects is unpredictable; as such, positive cash flows and even revenues will be several years away, if they occur at all.unpredictable.

We are not expected to generate cash flow, or even obtain revenues, from our LNG liquefaction and export activities unless and until the Rio Grande LNG Facility is operational. Additionally, we do not expect to generate cash flow from ourany CCS projects until such projects are installed and operational. Accordingly, distributions to investors may be limited, delayed, or non-existent.

Our cash flow and consequently our ability to distribute earnings will be dependent upon our ability to complete Phase 11, Train 4 and Train 5 of the Rio Grande LNG Facility and future phases of developmentdevelopment, and implement CCS systems and thereafter generate cash and net operating income from operations. Rio Grande’sThe ability to complete the initial phases of development of the Rio Grande LNG Facility, as discussed further below, is dependent upon, among other things, performance of third-party contractors and customers under their agreements with the applicable Rio Grande.Grande NEXTProject CarbonEntity. Solutions’Our ability to install any CCS systems at third-party industrial facilities,systems, as discussed further below, is dependent on the development of front-end engineering and design (“FEED”), offeringscommercialization of the CCS systems, and contracting with third parties to install the CCS systems in their industrial facilities.systems. We do not expect the Rio Grande Project Entities to generate any revenue until the completion of construction of Phasethe 1applicable phase of development of the Rio Grande LNG Facility or NEXT Carbon Solutions to generate any revenue until successful installation offrom CCS systems atuntil third-partysuccessful facilities.installation, Afterand Phaseeven 1after completion of the Rio Grande LNG Facility is completedconstruction or our CCS systems are installed in third-party industrial facilities,installation, financing and numerous other factors may reduce our cash flow. As a result, we may not make distributions of any amount or any distributions may be delayed.

We will be required to seek additional debt and equity financing in the future to complete future phases of the Rio Grande LNG Facility and the development of any CCS projects and may not be able to secure such financing on acceptable terms, or at all.

Since we will be unable to generate any revenue while we are in the development and construction stages, which will be for multiple years with respect to Phaseeach 1phase of construction of the Rio Grande LNG Facility, we will need additional financing to provide the capital required to execute our business plan. We will need significant additional funding to develop and construct future phases of the Rio Grande LNG Facility and any CCS projects as well as for working capital requirements and other operating and general corporate purposes.

•the implementation of tariffs by the U.S. or foreign countries in which wewe, our customers or our vendors do business;

As our reporting currency is the U.S. dollar, any operations conducted outside the U.S. or transactions denominated in foreign currencies would face additional risks of fluctuating currency values and exchange rates, hard currency shortages and controls on currency exchange. In addition, we would be subject to the impact of foreign currency fluctuations and exchange rate changes on our financial reports when translating our assets, liabilities, revenues and expenses from operations or transactions outside of the U.S. into U.S. dollars at the then-applicable exchange rates.reports. These translations could result in changes to our results of operations from period to period.

Costs for the Rio Grande LNG Facility and any CCS projects are subject to various factors.

Construction costs for the Rio Grande LNG Facility and any CCS projects will be subject to various factors such as economic and market conditions, government policy, claims and litigation risk, competition, the final terms of any definitive agreement for services with EPC service providers, change orders, delays in construction, legal and regulatory requirements, unanticipated regulatory delays, site issues, increased component and material costs, escalation of labor costs, labor disputes, increased spending to maintain construction schedules and other factors. In particular, costs are expected to be substantially affected by:

•global prices of nickel, steel, concrete, pipe, aluminum and other component parts of the Rio Grande LNG Facility or any CCS projects and the contractual terms upon which our contractors are able to source and procure required materials;

•any U.S. import tariffs or quotas on steel, aluminum, pipe or other component parts of the Rio Grande LNG Facility or any CCS projects, which may raise the prices of certain materials used in the Rio Grande LNG Facility;

Our EPC agreements for Phase 11, Train 4 and Train 5 allocate certain cost risks to Bechtel; however, events related to the above activities may cause actual costs of the Rio Grande LNG Facility to vary from the range, combination and timing of assumptions used for projected costs of the Rio Grande LNG Facility, in addition to affecting our willingness to make a positive FID on future phases of development at the Rio Grande LNG Facility or on any CCS projects. Such variations may be material and adverse, and an investor may lose all or a portion of its investment.

We will be dependent on third-party contractors for the successful completion of the Rio Grande LNG Facility, any CCS projects and related infrastructure, and any failure by our contractors to perform their contractual obligations could have a material adverse impact on our projects.

•design, engineer and receive critical components and equipment necessary for the Rio Grande LNG Facility and any CCS projects to operate in accordance with specifications and address any start-up and operational issues that may arise in connection with the commencement of commercial operations;

Furthermore, we may have disagreements with our third-party contractors about different elements of the construction process, which could lead to the assertion of rights and remedies under the related contracts, resulting in a contractor’s unwillingness to perform further work on the relevant project. We may also face difficulties in commissioning a newly constructed facility at the Rio Grande LNG Facility. Any of the foregoing issues or significant project delays in the development or construction of the Rio Grande LNG Facility and, to the extent applicable, any CCS projects could materially and adversely affect our business, results of operations, financial condition and prospects.

Commissioning and operation of the Rio Grande LNG Facility will also require the ability to deliver natural gas to the Rio Grande LNG Facility via pipelines, certain of which are under development and construction and will require securing rights-of-way along the proposed route. Negotiation to secure these rights-of-way could give rise to recalcitrant landowners or competitive projects, which could result in additional time needed to secure the route and, consequently, delays in, or abandonment of, construction. Pipeline construction could also be delayed or abandoned for any of many other reasons, such as it becoming economically disadvantageous to the owner, a failure to obtain or maintain all necessary permits, approvals and licenses for the construction and operation, mechanical or structural failures, inadvertent damages during construction, natural disasters, or any terrorist attack, including cyberterrorism. Any such delays in pipeline construction could delay the development of the Rio Grande LNG Facility and its becoming operational.

We have entered into ninelong-term commercial arrangements with customers for products and services from the Rio Grande LNG Facility, each of which is subject to preconditionspreconditions, including the Rio Grande LNG Facility becoming operational. We are dependent on each customer’s continued willingness and ability to perform its obligations under its sale and purchase agreement. We are also exposed to the credit risk of any guarantor of these customers’ obligations under their respective sale and purchase agreement in the event that we must seek recourse under a guaranty. If any customer fails to perform its obligations under its sale and purchase agreement, our business, contracts, financial condition, operating results, cash flow, liquidity and prospects could be materially and adversely affected, even if we were ultimately successful in seeking damages from that customer or its guarantor for a breach of the sale and purchase agreement.

We have not yet entered into any definitive commercial arrangements with third parties desiring to install ourany CCS systems in their industrial facilities.systems. We also have not entered into, and may never be able to enter into, satisfactory commercial arrangements with third-party suppliers of feedstock or other required supplies to the Rio Grande LNG Facility.

Our business strategy regarding how and when the Rio Grande LNG Facility’s export capacity or, LNG produced by the Rio Grande LNG Facility, or any CCS systems are marketed may change based on market factors. Without limitation, our business strategy may change due to inability to enter into agreements with customers or based on our or market participants’ views regarding future supply and demand of LNG, prices, available worldwide natural gas liquefaction capacity or regasification capacity, the availability and efficiency of a market for carbon capture credits or other factors. If efforts to market LNG produced by the Rio Grande LNG Facility, the Rio Grande LNG Facility’s expansion export capacity, or ourany CCS systems are not successful, our business, results of operations, financial condition and prospects may be materially and adversely affected.

Our operations involve our entering into various construction, purchase and sale, supply and other transactions with numerous third parties. In such arrangements, we will be exposed to the performance and credit risks of our counterparties, including the risk that one or more counterparties fail to perform their obligations under the applicable agreement. Some of these risks may increase during periods of commodity price volatility. In some cases, we will be dependent on a single counterparty or a small group of counterparties, all of whom may be similarly affected by changes in economic and other conditions. These risks include, but are not limited to, risks related to the construction discussed above in “We will be dependent on third-party contractors for the successful completion of the Rio Grande LNG Facility and any CCS projects, and these contractors may be unable to complete the Rio Grande LNG Facility or any CCS projects or may build a non-conforming Rio Grande LNG Facility or any CCS projects.” Defaults by suppliers, customers and other counterparties may adversely affect our operating results, liquidity and access to additional financing.

Development and construction of the Rio Grande LNG Facility and any CCS projects will be subject to the risks of delay or cost overruns inherent in any construction project resulting from numerous factors, including, but not limited to, the following:

•failure to obtain or maintain all necessary government and third-party permits, approvals and licenses, or to comply with all the terms and conditions of those authorizations, for the construction and operation of the Rio Grande LNG Facility and any CCS projects, or litigation concerning such permits, approvals and licenses;

•failure to obtain or maintain commercial agreements that generate sufficient revenue to support the financing and construction of the Rio Grande LNG Facility or any CCS projects;

•difficulties in engaging qualified contractors necessary to the construction of the contemplated Rio Grande LNG Facility, in the event our main EPC contractor needs to be replaced for any reason, or for future phases of development at the Rio Grande LNG Facility or any CCS projects;

•opposition from environmental and social groups, landowners, tribal groups, local groups and other advocates could result in organized protests, attempts to block or sabotage our construction activities or operations, intervention in regulatory or administrative proceedings involving our assets, or lawsuits or other actions designed to prevent, disrupt or delay the construction or operation of the Rio Grande LNG Facility or any CCS projects;

•adverse general political or economic conditions.

Delays beyond the estimated development periods, as well as cost overruns, could increase the cost of completion beyond the amounts that are currently estimated, which could require us to obtain additional sources of financing to fund the activities until the Rio Grande LNG Facility is constructed and operational, which could cause further delays. The need for additional financing may also make the Rio Grande LNG Facility uneconomic. Any delay in completion of the trains of the Rio Grande LNG Facility may also cause a delay in the receipt of revenues projected from the Rio Grande LNG Facility or cause a loss of one or more customers. As a result, any significant construction delay, whatever the cause, could have a material adverse effect on our business, results of operations, financial condition, liquidity and prospects.

Due to the scale of the Rio Grande LNG Facility, we may encounter capacity limits in insurance markets, thereby limiting our ability to economically obtain insurance with our desired level of coverage limits and terms. With respect to the Rio Grande LNG Facility or any CCS projects, we may elect not to obtain insurance for any or all of these risks if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, contractual liabilities and pollution and environmental risks generally are not fully insurable. The occurrence of an event that is not fully covered by insurance could have a material adverse effect on our business, financial condition and results of operations.

Our success will depend on our ability to create and maintain a competitive position in the natural gas liquefaction and carbon capture and storage industries. We do not have any exclusive rights to any of the liquefaction technologies that we will be utilizing in the Rio Grande LNG Facility. In addition, the LNG technology we are using in the Rio Grande LNG Facility may face competition due to the technological advances of other companies or solutions, including more efficient and cost-effective processes or entirely different approaches developed by one or more of our competitors or others. Although we have applied for and obtained patents relating to our CCS processes and rely on other procedures to protect our intellectual property, we may be unable to prevent third parties from utilizing our intellectual property; see “— We depend on our intellectual property for our CCS projects, and our failure to protect that intellectual property could adversely affect the future growth and success of our CCS business.”

The following discussion and analysis presents management’s view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes in “Financial Statements and Supplementary Data.” This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. OurDiscussion discussionof items for the year ended December 31, 2023, including drivers of variances between the year ended December 31, 2024 and analysisthe includeyear ended December 31, 2023, are not included herein and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the followingfiscal subjects:year ended December 31, 2024.

NextDecade CorporationCorporation, engagesa 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 CO2 emissions.LNG. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”). 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 up tofirst five liquefaction trains and LNG exports totaling up to 27 million tonnes per annum (“MTPA”). Please see "Rio Grande LNG Facility Activity - Governmental Permits, Approvals and Authorizations" for more information regarding our FERC permit. The Rio Grande LNG Facility has three liquefaction trains and related infrastructure ("together, “Phase 1")”, under“Train construction4”, and liquefaction trains 4 and“Train 5 are currently being commercialized. We are also developing and beginning the permitting process for expansion trains 6 through 8”) at the Rio Grande LNG Facility are currently under construction. We are also developing and developingadvancing the permitting process for expansion Trains 6 through 8 and exploring a potential carbon capture and storage (“"CCS”") project at the Rio Grande LNG Facility.

◦•The overall project completion percentage for Trains 1 and 2 and the common facilities ofat the Rio Grande LNG Facility was 38.1%, which is in line with the schedule under the EPC contract.64.5%. Within this project completion percentage, engineering was 84.9%97.8% complete, procurement was 69.2%94.0% complete, and construction was 10.6%42.9% complete.

◦•The overall project completion percentage for Train 3 ofat the Rio Grande LNG Facility was 15.3%, which is also in line with the schedule under the EPC contract.39.8%. Within this project completion percentage, engineering was 33.5%88.0% complete, procurement was 32.8%75.6% complete, and construction was 0.4%8.5% complete.

•In February 2025, the Companywe provided additional information regarding itsour development of additionalTrains liquefaction6 capacitythrough 8 at the Rio Grande LNG Facility. beyond Trains 1 through 5. Trains 6 through 8 are currently wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 million tonnes per annum ("MTPA") once constructed and placed into operation.

◦Train 6, withwhich has an expected LNG production capacity of approximately 6 MTPA, is being developed inside the existing levee at the site and adjacent to Trains 1 through 5. AIn November 2025, we initiated the pre-filing applicationprocess with the Federal Energy Regulatory Commission ("FERC") for expansion at the Rio Grande LNG Facility that includes Train 6 isand expectedan inadditional 2025,marine berth, and we expect to file a full FERC application isfor expectedthis expansion in early 2026.mid-2026.

◦We are evaluating multiple areas on the site for the development of Trains 7 and 8, withwhich have a total expected LNG production capacity of approximately 12 MTPA,MTPA. areWe beingexpect developedto onadvance the site outsidedevelopment of theTrains existing7 levee.and 8 throughout 2026.

•In MayApril 2024,2025, thewe Company entered intoannounced a 20-year LNG Sale and Purchase Agreement (“SPA”) with ADNOCa forsubsidiary of Saudi Aramco (“Aramco”), pursuant to which the saleAramco ofsubsidiary 1.9will purchase 1.2 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on a free on board (“FOB”) basis at a price indexed to Henry Hub, subject to a positive FID on Train 4.Hub.

•In conjunction with the closing of the CorporateMay Credit2025 Agreement,amendment to the CompanySuper Holdings Loan, we issued warrants in two equal tranches that are exercisable for an aggregate of approximately 7.22.0 million shares of NextDecadeour common stock to the lenderlenders of the seniorSuper securedHoldings loan.Loan. The warrants are exercisable for five years after the closing date. The first tranche of the warrants are exercisable at $7.15$9.30 per share, which representsrepresented a 30% premium to the 30-day volume weighted average trading price for the 30 trading-day period immediately preceding the closingamendment date, and the second tranche of the warrants are exercisable at $9.30 per share.date.

•In AugustMarch 2024,2025, the U.S. Court of Appeals for the D.C. Circuit (the "“D.C. Circuit Court"”) issued a revision to its August 2024 decision vacatingregarding FERC'sthe reauthorizationCompany's FERC order, resulting in a remand without vacatur of the FERC order for the first five liquefaction trains at the Rio Grande LNG FacilityFacility. onPursuant to the grounds thatremand, FERC shouldwas haveto issuedconsider the issue of a supplemental Environmental Impact Statement ("EIS"“SEIS”) duringin itsview reauthorizationof process.several executive orders issued since January 20, 2025.

We are constructing and developing the Rio Grande LNG Facility on the north shore of the Brownsville Ship Channel in south Texas through our partially owned subsidiary, Rio Grande.Texas. The site is located on 984approximately 1,000 acres of landland, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel. We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, and location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the USU.S. Gulf Coast.Coast, Theaccess Rioto Grandea LNGlarge, Facilityskilled haslocal beenlabor approved by the FERCforce, and authorizedstrong bygeotechnical theconditions DOErequiring toless export up to 27 MTPA of LNG from up to five liquefaction trains. Please see "Rio Grande LNG Facility Activity - Governmental Permits, Approvals and Authorizations"piling for moresoil informationstabilization. regarding our FERC permit. PhaseTrains 1 through 5 at the Rio Grande LNG Facility isare under construction, Trains 4 and 5 are currently being commercialized, and we are developing and beginningadvancing the permitting process for Trains 6 through 8. There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.

This Quarterly Report on Form 10-Q contains certain statements that are, or may be deemed to be, "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations and economic performance, are forward-looking statements. The words “anticipate,” “contemplate,” “estimate,” “expect,” “project,” “plan,” “intend,” “target,” “believe,” “seek,” “may,” “might,” “will,” “would,” “could,” “should,” “can have,” “likely,” “continue,” “design,” “assume,” “budget,” “forecast,” “target,” and other words and terms of similar expressions, are intended to identify forward-looking statements.

•our progress in the development of our natural gas liquefaction and liquefied natural gas (“LNG”) export project and any carbon capture and storage projects (“CCS projects”) we may develop and the timing of that progress;

•the timing and cost of the development, construction and operation of the first five liquefaction trains and related common facilities of the multi-plant integrated natural gas liquefaction and LNG export facility to be located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);

•our reliance on third parties to successfully complete the Rio Grande LNG Facility, any CCS projects we develop,Facility and related pipelines and other infrastructure;

•the accuracy of estimated costs for the Rio Grande LNG Facility and any CCS projects;

•our ability to achieve operational characteristics of the Rio Grande LNG Facility and any CCS projects,Facility, when completed, including amounts of liquefaction capacities and amount of CO2 captured and stored,capacities, and any differences in such operational characteristics from our expectations;

•the development risks, operational hazards, and regulatory approvals applicable to the Rio Grande LNG Facility, our LNG and any CCS project development,LNG, construction and operation activities and those of our third-party contractors and counterparties;

•the ability to obtain or maintain governmental approvals to construct or operate the Rio Grande LNG Facility and any CCS projects;

•changes in legislation and regulations relating to the LNG and carbon capture industries,industry, including environmental laws and regulations that impose significant compliance costs and liabilities;

•global pandemics, the Russia-Ukraine conflict, the conflictconflicts in the Middle East, other sources of volatility in the energy markets and their impact on our business and operating results, including any disruptions in our operations or development of the Rio Grande LNG Facility and the health and safety of our employees, and on our customers, the global economy and the demand for LNG or carbon capture;

NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”). The first five liquefaction trains and related infrastructure (together, “Phase 1”, “Train 4”, and “Train 5”) at the Rio Grande LNG Facility are currently under construction. We are also developing and advancing the permitting process for expansion Trains 6 through 8 and exploring a potential carbon capture and storage (“CCS”) project at the Rio Grande LNG Facility.

•UnderProgress on Trains 1 through 5 under the engineering, procurement, and construction (“EPC”) contracts with Bechtel Energy, Inc. (“Bechtel”), as of MarchJune 2026 consisted of:

•EarlyWe electricalsafely commissioningenergized ofour Trainmain 1substation continues,with 138kV power in May, and we seconded over 100 operational employees to Bechtel in June as part of preparations for first LNG production. We continue to expect first gas into the Rio Grande LNG Facility in the second half of 2026 and first LNG production from Train 1 in the first half of 2027.

•◦In early 2026, we began the marketing of early cargoes that we expect to produce in 2027 and 2028 prior to the commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”). In February 2026, we entered into LNG sales agreements for the sale of over 175 TBtu of LNG on a free-on-board (“FOB”) basis, with fixed liquefaction fees that are expected to achieve a cargo margin, calculated as the FOB LNG sales price less our expected costs of natural gas feedstock and fuel, of over $3.00 per MMBtu. This volume represents 33% of our expected portfolio volumes from 2027 through early 2029.

We are constructing and developing the Rio Grande LNG Facility on the north shore of the Brownsville Ship Channel in south Texas. The site is located on approximately 1,000 acres of land, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel. We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, and location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S. Gulf Coast, access to an uncongested waterway for vessel loading, access to a large, skilled local labor force, and strong geotechnical conditions requiring less piling for soil stabilization than liquefaction facilities in other areas of the U.S. Gulf Coast. Trains 1 through 5 at the Rio Grande LNG Facility are under construction, and we are developing and advancing the permitting process for Trains 6 through 8. There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.

Progress on Phase 1 as of MarchJune 2026 is ahead of the guaranteed completion schedule under the EPC contracts. TrainAll 1 continues to progress across all areas, with focus on piping,major equipment installation,has cablebeen pulling,set testing,for andTrain system1, completions, andincluding the main cryogenic heat exchanger (“MCHE”), hasand beenelectrical successfullycommissioning installed inof Train 1.1 Constructionis activities for Trains 2 and 3 are advancing, including civil works, piping, structural steel, and equipment installation, with placement of theprogressing. Train 2 equipment installation is underway, and the second compressor packagesstring underway.and turbine was set in July 2026. Train 3 equipment installation has begun, including the first compressor string. Welding of the inner tanks iscontinues progressingto progress for Tanks 1 and 2, and concreteTank roof1 placementpipe hasinstallation beenis completed for both tanks.underway.

The main intake substation at the Rio Grande LNG Facility was energized safely in early May 2026. Construction of the Bay Runner pipeline continues to progress and is on track to reach in-service in the third quarter of 2026. Across the site as of MarchJune 2026, construction of all permanent buildings is progressing,nearing installation of perimeter security fencing is underway,completion, construction activities atin the gas inlet area arehas ongoing,progressed significantly, dredging activities for the berths and turning basin are substantially complete, and the channel deepening project is nearing completion.complete.

We have entered into long-term LNG sale and purchase agreements (“SPAs”) with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 million tonnes per annum (“MTPA”) of LNG from Trains 1 through 5 at the Rio Grande LNG Facility. The SPAs have a weighted average term of 19.5 years. Under these SPAs, the customers will purchase LNG from the Rio Grande LNG Facility for a price consisting of a fixed fee per MMBtu of LNG plus a variable fee per MMBtu of LNG, with the variable fees structured to cover the expected cost of natural gas plus fuel and other sourcing costs to produce LNG. In certain circumstances, customers may elect to cancel or suspend deliveries of LNG cargoes, in which case the customers would still be required to pay the fixed fee with respect to cargoes that are not delivered. A portion of the fixed fee under each SPA will be subject to annual adjustment for inflation. The SPAs and contracted volumes to be made available under the SPAs are not tied to a specific train; however, the commencement of the term of each SPA is tied to a specified train.

Each of these SPAs is currently effective, and deliveries of LNG under these SPAs will commence on the respective Date of First Commercial Delivery (“DFCD”), which is primarily tied to the substantial completion or guaranteed substantial completion dates of specific trains as defined in each SPA. Of the 25.3 MTPA of SPAs for Trains 1 through 5, approximately 23.75 MTPA are linked to Henry Hub and have average fixed fees, unadjusted for inflation, totaling approximately $3.0 billion expected to be paid annually.

We expect to sell any commissioning LNG volumes and operational LNG volumes in excess of SPA volumes (“portfolio volumes”) into the LNG market through spot, short-term, and medium-term agreements. We have entered into certain time charter agreements and expect to enter into additional time charter agreements with vessel owners to provide shipping capacity for LNG sales related to our 1.0 MTPA delivered ex-ship SPA, expected commissioning volumes, and expected portfoliooperational volumes. We have also entered into certain subcharter agreements and may enter into additional subcharter agreements with third parties from time to time to manage our LNG shipping needs relative to chartered capacity.

We are in the process of executing a substantial and diversified natural gas feedstock sourcing and transportation strategy to spread risk exposure across multiple contracts, counterparties, and pricing hubs. We have entered into and expect to enter into additional gas supply arrangements with a wide range of suppliers, and we also expect to leverage trading platforms and exchanges to lock in natural gas supply prices and/or hedge risk.

We have entered into agreements for transportation of natural gas to supply the Rio Grande LNG Facility on both a firm and interruptible basis to support commissioning and operations and provide the ability to purchase natural gas supplies at the Agua Dulce Hub and other physical access points, giving us access to prolific gas production from the Permian Basin, Eagle Ford Shale, and additional basins, and providing significant flexibility to obtain competitively priced natural gas feedstock.

We are developing and advancing the permitting process for Trains 6 through 8 at the Rio Grande LNG FacilityFacility. site,These whichtrains are currently wholly owned by NextDecade and are cumulatively expected to increase the Company’s total liquefaction capacity by approximately 18 MTPA once constructed and placed into operation.

Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility site and adjacent to Trains 1 through 5. In NovemberMay 2025,2026, we initiatedfiled thea pre-filingformal processapplication with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth, and we expect to file a formal application for this expansion with FERC before the end of the second quarter of 2026.berth. We are evaluating multiple areas on the site for the development of Trains 7 and 8 and expect to advance the development of these trains throughout 2026.

We have obtained all major permits required to build and export LNG from the first five liquefaction trains and related infrastructure at the Rio Grande Facility, including Federal Energy Regulatory Commission (“FERC”) approval and Department of Energy FTA and non-FTA authorizations.

In August 2025, the FERC issued a final order on remand (“Remand Order”) reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility, following the issuance of a supplemental Environmental Impact Statement (“SEIS”) in July 2025. In September 2025, certain intervenors filed a request for rehearing of the Remand Order. FERC denied that request by operation of law on October 30, 2025, and issued a substantive order on rehearing in March 2026 that reaffirmed its authorization for the first five liquefaction trains, rendering the Remand Order no longer appealable to FERC. In December 2025, the same intervenors petitioned the D.C. Circuit Court to review the Remand Order, and that appeal remains pending.

We are required to maintain corporate and general and administrative functions to serve our business activities described above, including the construction of Trains 1 through 5,5 and the development of Trains 6 through 8, and exploring the potential development of a CCS project8 at the Rio Grande LNG Facility.

In connection with the FID on Phase 1 at the Rio Grande LNG Facility,Facility in July 2023, Phase 1 LLC obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500$500.0 million working capital facility, and closed a $700$700.0 million senior secured non-recourse private notes offering. Phase 1 LLC expects to utilize these capital resources to fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner’s costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area andarea, installation of utilities, interest during construction and other financing costs, and including amounts spent prior to FID under limited notices to proceed. Phase 1 LLC has refinanced a total of over $1.85 billion of its original $11.1 billion term loan facilities since July 2023 through the issuance of senior secured notes and loans.

In connection with the FID on Train 4 at the Rio Grande LNG Facility,Facility in September 2025, Train 4 LLC obtained approximately $2.8 billion in equity capital commitments, inclusive of commitments from NextDecade, and entered into a senior secured non-recourse bank credit facility of approximately $3.8 billion. Train 4 LLC expects to utilize these capital resources to fund the total cost of Train 4 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner’s costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

In connection with the FID on Train 5 at the Rio Grande LNG Facility,Facility in October 2025, Train 5 LLC obtained approximately $2.6 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into a senior secured non-recourse bank credit facility of approximately $3.6 billion, and closed a $500$500.0 million senior secured non-recourse private notes offering. Train 5 LLC expects to utilize these capital resources to fund the total cost of Train 5 and related infrastructure, which is currently estimated at $6.7 billion and consists of EPC costs, owner’s costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.

Following the respective FIDs of Phase 1, Train 4, and Train 5, costs associated with the EPC agreements, Rio Grande site lease, and other Phase 1, Train 4, and Train 5 related costs are being funded by debt and equity proceeds received by the Rio Grande Project Entities. Our primary corporate cash needs are capital contributions to Trains 4 and 5, development expenses for expansion projects,projects at the Rio Grande LNG Facility, and general and administrative expenses.

Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, and we do not expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating. We intend to fund development activities for the foreseeable future with our cash and cash equivalents on hand, the Train 4 services fee due in September 2026, and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries. There can be no assurance that we will succeed in selling such securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.

We will not receive significant cash flows from liquefaction trains at the Rio Grande LNG Facility until they are operational, and the commercial operation dates for Trains 1 through 5 range from late 2027 for Train 1 through the first half of 2031 for Train 5, based on the guaranteed schedule under the EPC contracts. Any future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will similarly take an extended period of time to develop, constructconstruct, and become operational and will require significant capital deployment.

We currently expect that the long-term capital requirements for future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries. As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future development and construction at the Rio Grande LNG Facility, to bring assets into operation on a commercially viable basis, and to finance any required increases in staffing, operating, and expansion costs during that process. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future development and construction at the Rio Grande LNG Facility, or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.

Cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 increased by approximately $42.0$55.3 million compared to the same period in 2025 primarily due to increased interest payments and changes in working capital and increased interest payments.capital.

Cash used in investing activities for the threesix months ended MarchJune 31,30, 2026 increased by approximately $397.3$672.1 million compared to the same period in 2025 primarily due to increased expenditures associated with construction of the Rio Grande LNG Facility, including expenditures related to Trains 4 and 5, which achieved positive FIDFIDs and began construction in the second half of 2025.