NextDecade Corp
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
NEXT$6.35+0.8%Stored close · as of Nov 10, 2026
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Notes to Parent Company Financial Statements
Note 1 —Basis of Presentation
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. The Company’s Consolidated Financial Statements include the accounts of the Company, its controlled subsidiaries and variable interest entities when it is deemed to be the primary beneficiary.
These condensed parent company financial statements (the “parent company financial statements”) reflect the activity of NextDecade Corporation as the parent company to its controlled subsidiaries and variable interest entities (together, “consolidated subsidiaries”. The Parent Company Financial Statements have been prepared in accordance with Rules 5-04 and 12-04 of Regulation S-X, as the restricted net assets of consolidated subsidiaries exceed 25% of the consolidated net assets of NextDecade Corporation. This information should be read in conjunction with the consolidated financial statements of NextDecade Corporation included in this report under the caption Item 8, “Financial Statements and Supplementary Data.”
(3)Exhibits:
| Exhibit No. | Description |
| 3.1 | Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017 (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed July 28, 2017) |
| 3.2 | Amended and Restated Bylaws of NextDecade Corporation, dated July 24, 2017 (Incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed July 28, 2017) |
| 3.3 | Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018 (Incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-3, filed December 20, 2018) |
| 3.4 | Certificate of Designations of Series B Convertible Preferred Stock, dated September 28, 2018 (Incorporated by reference to Exhibit 3.4 of the Company's Quarterly Report on Form 10-Q, filed November 9, 2018) |
| 3.5 | Certificate of Designations of Series C Convertible Preferred Stock dated March 17, 2021 (Incorporated by reference to Exhibit 3.1 of the Company's Form 8-K, filed March 18, 2021) |
| 3.6 | Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed July 15, 2019) |
| 3.7 | Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019 (Incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed July 15, 2019) |
| 3.8 | Certificate of Increase to Certificate of Designations of Series A Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.7 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2019) |
| 3.9 | Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019 (Incorporated by reference to Exhibit 3.8 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2019) |
| 3.10 | Amendment No. 1 to the Amended and Restated Bylaws of NextDecade Corporation, dated March 3, 2021 (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed March 4, 2021) |
| 4.1 | Specimen Common Share Certificate (Incorporated by reference to Exhibit 4.1 of the Company's Form 10-K, filed March 3, 2020) |
| 4.2* | Form of Amended Tranche A/B/C Warrant Agreement |
| 4.3 | 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) |
| 10.1† | Employment Agreement, dated September 8, 2017, between NextDecade Corporation and Matthew K. Schatzman (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K, filed September 11, 2017) |
| 10.2† | NextDecade Corporation 2017 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8, filed December 15, 2017) |
| 10.3† | Form of Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.2 of the Company's Form 8-K, filed December 20, 2017) |
| 10.4 | Form of Registration Rights Agreement for purchasers of Series A Preferred Stock Incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K, filed August 7, 2018) |
| 10.5 | Purchaser Rights Agreement by and between NextDecade Corporation and HGC NEXT INV LLC (Incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K, filed August 7, 2018) |
| 10.6 | Form of Registration Rights Agreement for purchasers of Series B Preferred Stock (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K, filed August 24, 2018) |
| 10.7 | Form of Purchaser Rights Agreement for purchasers of Series B Preferred Stock (Incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K, filed August 24, 2018) |
| 10.8 | Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and York Capital Management Global Advisors, LLC, severally on behalf of certain funds or advised by it or its affiliates (Incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K, filed March 6, 2019) |
| 10.9 | Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and Valinor Management L.P., severally on behalf of certain funds or accounts for which it is investment manager (Incorporated by reference to Exhibit 10.29 of the Company’s Annual Report on Form 10-K, filed March 6, 2019) |
| 10.10 | Amendment No. 1 to Registration Rights Agreement, effective as of December 7, 2018, by and between NextDecade Corporation and Bardin Hill Investment Partners LP (formerly Halcyon Capital Management LP), on behalf of the accounts its manager (Incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K, filed March 6, 2019) |
| 10.11† | Amendment No. 1 to Employment Agreement, effective January 1, 2019, by and between NextDecade Corporation and Matthew K. Schatzman (Incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K, filed March 6, 2019) |
| 10.12+ | Lease Agreement, made and entered into March 6, 2019, 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 Quarterly Report on Form 10-Q, filed May 7, 2019) |
| 10.13+ | Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility by and between Rio Grande LNG, LLC as Owner and Bechtel Oil, Gas and Chemicals, Inc. as Contractor, dated as of May 24, 2019 (Incorporated by reference to Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2019) |
| 10.14+ | Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility by and between Rio Grande LNG, LLC as Owner and Bechtel Oil, Gas and Chemicals, Inc. 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) |
| 10.15† | 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) |
| 10.16 | Purchaser Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company (Incorporated by reference to Exhibit 10.23 of the Company's Annual Report on Form 10-K, filed March 3, 2020) |
| 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) |
| 10.18*† | Amended and Restated Director Compensation Policy |
| 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) |
| 10.20 | Second Amendment to Lease Agreement, made and entered into as of April 20, 2022, 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 Quarterly Report on Form 10-Q filed August 11, 2022) |
| 10.21+ | First Amendment to the 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 April 22, 2020, 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 August 6, 2020) |
| 10.22+ | First 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 April 22, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q, filed August 6, 2020) |
| 10.23 | Second Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of October 5, 2020, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed November 4, 2020) |
| 10.24 | Second 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 October 5, 2020, 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 4, 2020) |
| 10.25† | Amendment No. 2 to Employment Agreement, dated June 2, 2021, by and between NextDecade Corporation and Matthew K. Schatzman (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed August 2, 2021) |
| 10.26 | Third Amendment to the 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 March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K filed March 25, 2021) |
| 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. (Incorporated by reference to Exhibit 10.36 of the Company's Annual Report on Form 10-K filed March 25, 2021) |
| 10.28 | Fourth Amendment to the 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 April 29, 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 August 11, 2022) |
| 10.29 | Fourth 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 April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed August 11, 2022) |
| 10.30+ | Fifth Amendment to 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, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022) |
| 10.31+ | 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) |
| 10.32 | 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) |
| 10.33† | 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) |
| 10.34† | 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) |
| 10.35† | Form of stock option agreement (Incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K filed February 28, 2025) |
| 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) |
| 10.37 | 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) |
| 10.40 | 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) |
| 10.41 | Credit Agreement, dated as of July 12, 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 (Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023) |
| 10.42 | 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 (Incorporated by reference to Exhibit 10.45 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 10.43 | 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) |
| 10.44 | First Amendment to Credit Agreement, dated as of November 1, 2023, by and among Rio Grande LNG, LLC, as Borrower, TotalEnergies Holdings SAS, MUFG Bank, Ltd., as P1 Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.47 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 10.45 | Common Terms Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023) |
| 10.46 | First Amendment to Common Terms Agreement, dated as of November 1, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.49 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 10.47 | Second Amendment to Common Terms Agreement, dated as of December 28, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.50 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 10.48 | 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) |
| 10.49 | 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) |
| 10.50 | Accounts Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, Mizuho Bank (USA), as P1 Collateral Agent, and JPMorgan Chase Bank, N.A., as P1 Accounts Bank (Incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023) |
| 10.51+ | Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Intermediate Holdings, LLC (Incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023) |
| 10.52 | 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 (Incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed November 13, 2023) |
| 10.53 | Credit Agreement, dated as of December 28, 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 (Incorporated by reference to Exhibit 10.56 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 10.54+ | 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) EC00001-EC00003, EC00005, EC00007, EC00012-EC00017, EC00019-EC00021, EC00024-EC00025, EC00029, EC00033-EC00034, EC00038-EC00040, EC00056-EC00057, and EC00070, each dated as of July 13, 2023; (ii) EC00011, dated as of July 14, 2023, (iii) EC00036, EC00074 and EC00066, each dated as of July 17, 2023; (iii) EC00064, dated as of July 19, 2023; (iv) EC00068, dated as of August 11, 2023; (v) EC00058, dated as of September 22, 2023; and (vi) EC00076 and EC00099, each dated as of December 4, 2023 (Incorporated by reference to Exhibit 10.57 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 10.55+ | 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00004, EC00006, EC00008, EC00009, EC00018, EC00041-EC00044, EC00046 and EC00071, each dated as of July 13, 2023; (ii) EC00065, dated as of July 19, 2023; (iii) EC00069, dated as of August 11, 2023; (iv) EC00061, dated as of September 22, 2023; and (v) EC00075, dated as of December 11, 2023 (Incorporated by reference to Exhibit 10.58 of the Company's Annual Report on Form 10-K filed March 11, 2024) |
| 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. (Incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q/A filed on May 13, 2024) |
| 10.57 | Indenture, dated as of February 9, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee. (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q/A filed on May 13, 2024) |
| 10.58+ | 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. (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q/A filed on May 13, 2024) |
| 10.59+ | 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 15, 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. (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q/A filed on May 13, 2024) |
| 10.60 | Indenture, dated as of June 28, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee. (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on August 14, 2024) |
| 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. (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on August 14, 2024) |
| 10.62+ | 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) 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. (Incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q filed on August 14, 2024) |
| 10.63+ | 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) (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. (Incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q filed on August 14, 2024) |
| 10.64+ | 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. (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q filed on November 7, 2024) |
| 10.65+ | 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) EC00144, dated as of July 18, 2024; and (ii) EC00155, EC00163 and EC00154, each dated as of August 29, 2024. (Incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q filed on November 7, 2024) |
| 10.66+ | 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: EC00156 and EC00164, each dated as of August 29, 2024. (Incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q filed on November 7, 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 (Incorporated by reference to Exhibit 10.67 of the Company's Annual Report on Form 10-K filed February 28, 2025) |
| 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 15, 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 (Incorporated by reference to Exhibit 10.68 of the Company's Annual Report on Form 10-K filed February 28, 2025) |
| 10.69+ | 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) EC00107, EC00161 and EC00177, each dated as of January 28, 2025; (ii) EC00166 and EC00197, each dated as of January 29, 2025; (iii) EC00190, dated as of February 10, 2025; (iv) EC00136, dated as of February 10, 2025; (v) EC00186, dated as of February 11, 2025; (vi) EC00179, dated as of February 18, 2025; (vii) EC00201, dated as of February 21, 2025; and (viii) EC00188, dated as of February 27, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2025) |
| 10.70+ | 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc. : (i) EC00178, dated as of January 28, 2025; EC00198, dated as of January 29, 2025; (iii) EC00191, dated as of February 10, 2025; and (iv) EC00202, dated as of February 21, 2025 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2025) |
| 10.71+ | Amended and Restated 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 June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2025) |
| 10.72+ | Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 5 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 12, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2025) |
| 10.73+ | 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) EC00180, EC00194, EC00195, EC00208 and EC00213, each dated as of April 2, 2025, (ii) EC00182, dated as of April 7, 2025, (iii) EC00206, dated as of April 15, 2025, (iv) EC00215 and EC00219, each dated as of April 29, 2025, (v) EC00212, dated as of May 6, 2025, (vi) EC00322, dated as of May 9, 2025, (vii) EC00217, dated as of May 23, 2025, (viii) EC00199, dated as of May 28, 2025, (ix) EC00228, dated as of June 15, 2025 and (x) EC00226 and EC00231, each dated as of June 25, 2025 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2025) |
| 10.74+ | 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00214 and EC00196, each dated as of April 2, 2025, (ii) EC00183, dated as of April 7, 2025, (iii) EC00207, dated as of April 9, 2025, (iv) EC00234, dated as of May 9, 2025, (v) E00218, dated as of May 23, 2025, (vi) EC00200, dated as of May 28, 2025, (vii) EC00227 and EC00232, each dated as of June 25, 2025, (viii) EC00193, dated as of June 26, 2025, and (ix) EC00224 and EC00239, each dated as of June 27, 2025 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 1, 2025) |
| 10.75+ | Amendment to Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Intermediate Holdings, LLC, dated as of August 8, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.76 | Amendment No. 1 to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 5 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of August 19, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc. (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.77 | Amendment No. 2 to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 5 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 3, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc. (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.78 | Second Amendment to Credit Agreement, dated as of September 4, 2025, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Administrative Agent and as the Revolving LC Issuing Bank, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.79 | Second Amendment to Credit Agreement, dated as of September 4, 2025, by and among Rio Grande LNG, LLC, as Borrower, TotalEnergies Holdings SAS, MUFG Bank, Ltd., as TCF Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.80 | Third Amendment to Common Terms Agreement, dated as of September 4, 2025, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.81 | Credit Agreement, dated as of September 9, 2025, by and among Rio Grande LNG Train 4, LLC, MUFG Bank, Ltd., as T4 Administrative Agent, Mizuho Bank (USA), as T4 Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.82 | Common Terms Agreement, dated as of September 9, 2025, by and among Rio Grande LNG Train 4, LLC, as Borrower, MUFG Bank, Ltd., as T4 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.83 | Accounts Agreement, dated as of September 9, 2025, by and among Rio Grande LNG Train 4, LLC, as Borrower, Mizuho Bank (USA), as T4 Collateral Agent, and JPMorgan Chase Bank, N.A., as T4 Accounts Bank (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.84 | Collateral and Intercreditor Agreement, dated as of September 9, 2025, by and among Rio Grande LNG Train 4, LLC, as Borrower, MUFG Bank, Ltd., as T4 Intercreditor Agent, Mizuho Bank (USA), as T4 Collateral Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.85 | Pledge Agreement, dated as of September 9, 2025, by and between Rio Grande LNG Train 4 Holdings, LLC, as Pledgor, and Mizuho Bank (USA), as T4 Collateral Agent (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.86+ | Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Train 4 Intermediate Holdings, LLC, dated as of September 9, 2025 (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.87 | Credit Agreement, dated as of September 9, 2025, by and among Rio Grande LNG Phase 1 Super FinCo, LLC, as P1 Super FinCo Borrower, Rio Grande LNG Phase 2 Super FinCo, LLC, as P2 Super FinCo Borrower, GLAS USA LLC, as Administrative Agent and Collateral Agent, and the lenders party thereto (Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.88 | Pledge Agreement, dated as of September 9, 2025, by and among Rio Grande LNG Phase 1 Super FinCo Holdings, LLC, Rio Grande LNG Phase 2 Super FinCo Holdings, LLC, and GLAS USA LLC, as Collateral Agent (Incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.89+ | 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) EC00242, dated as of July 4, 2025; (ii) EC00229, dated as of July 29, 2025; (iii) EC00209 and EC00251, each dated as of July 30, 2025; (iv) EC00247, dated as of August 15, 2025; (v) EC00240, dated as of September 5, 2025; and (vi) EC00244, dated as of September 19, 2025 (Incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.90+ | 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00243, dated as of July 4, 2025; (ii) EC00230, dated as of July 29, 2025; (iii) EC00252, dated as of July 30, 2025; (iv) EC00248, dated as of August 15, 2025; (v) EC00245, dated as of September 19, 2025 (Incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.91+ | Change Orders to the Amended and Restated 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 June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.: (i) EC40016, dated as of September 4, 2025; and (ii) EC40001-EC40012, EC40014-40015, and EC40020, each dated as of September 10, 2025 (Incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10-Q filed on October 30, 2025) |
| 10.92* | Credit Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Train 5, LLC, MUFG Bank, Ltd., as T5 Administrative Agent, Mizuho Bank (USA), as T5 Collateral Agent, and the other agents and lenders party thereto |
| 10.93* | Indenture, dated as of October 16, 2025, by and between Rio Grande LNG Train 5, LLC and Wilmington Trust, National Association, as Trustee |
| 10.94* | Common Terms Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Train 5, LLC, as Borrower, MUFG Bank, Ltd., as T5 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time |
| 10.95* | Accounts Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Train 5, LLC, as Borrower, Mizuho Bank (USA), as T5 Collateral Agent, and JPMorgan Chase Bank, N.A., as T5 Accounts Bank |
| 10.96* | Collateral and Intercreditor Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Train 5, LLC, as Borrower, MUFG Bank, Ltd., as T5 Intercreditor Agent, Mizuho Bank (USA), as T5 Collateral Agent, and the senior secured debt holder representatives party thereto from time to time |
|---|---|
| 10.97* | Pledge Agreement, dated as of October 16, 2025, by and between Rio Grande LNG Train 5 Holdings, LLC, as Pledgor, and Mizuho Bank (USA), as T5 Collateral Agent |
| 10.98*+ | Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Train 5 Intermediate Holdings, LLC, dated as of October 16, 2025 |
| 10.99* | Amended and Restated Credit Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Phase 1 FinCo, LLC, as P1 FinCo Borrower, Rio Grande LNG Phase 2 FinCo, LLC, as P2 FinCo Borrower, MUFG Bank, Ltd., as FinCo Administrative Agent, HSBC Bank USA, N.A., as FinCo Collateral Agent, and the other lenders party thereto |
| 10.100* | Amended and Restated Accounts Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Phase 1 FinCo, LLC, as P1 FinCo Borrower, Rio Grande LNG Phase 2 FinCo, LLC, as P2 FinCo Borrower, HSBC Bank USA, N.A., as FinCo Collateral Agent and Deutsche Bank National Trust Company, as FinCo Accounts Bank |
| 10.101* | Amended and Restated Pledge Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Phase 1 FinCo Holdings, LLC, Rio Grande LNG Phase 2 FinCo Holdings, LLC, Rio Grande LNG Phase 1 Holdings, LLC and HSBC Bank USA, N.A., as FinCo Collateral Agent |
| 10.102* | Amendment No. 1 to Credit Agreement, dated as of October 16, 2025, by and among Rio Grande LNG Phase 1 Super FinCo, LLC, as P1 Super FinCo Borrower, Rio Grande LNG Phase 2 Super FinCo, LLC, as P2 Super FinCo Borrower, GLAS USA LLC, as Administrative Agent and Collateral Agent, and the lenders party thereto |
| 10.103*† | Transition Services Agreement between Brent Wahl and NextDecade Corporation, dated as of October 20, 2025 |
| 10.104* | Amended and Restated Credit Agreement, dated November 17, 2025, by and among Rio Grande Super Holdings, LLC, as Borrower, NextDecade Corporation, Atlantic Park Strategic Capital Master Fund II, L.P., as Administrative Agent and Collateral Agent, and the other lenders party thereto |
| 10.105* | Second Amended and Restated Registration Rights Agreement, dated November 17, 2025, by and among NextDecade Corporation, APSC II HoldCo II, L.P., and Bardin Hill Opportunistic Credit Master (US) Fund II LP |
| 10.106* | Second Amended and Restated Board Designation and Observer Agreement, dated November 17, 2025, by and among NextDecade Corporation and APSC II HoldCo II, L.P. |
| 10.107* | Third Amendment to Credit Agreement, dated as of December 5, 2025, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Administrative Agent and as the Revolving LC Issuing Bank, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto |
| 10.108*+ | 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) EC00270, dated as of November 20, 2025; (ii) EC00165 and EC00225, each dated as of December 12, 2025; and (iii) EC00259 and EC00271, each dated as of December 17, 2025 |
| 10.109*+ | 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 15, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00205, dated as of October 29, 2025; and (ii) EC00260 and EC00272, each dated as of December 17, 2025 |
| 10.110*+ | Change Orders to the Amended and Restated 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 June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.: (i) EC40021-EC40024 and EC40026, each dated as of December 12, 2025; and (ii) EC40018 and EC40027, each dated as of December 18, 2025 |
| 19.1* | NextDecade Corporation Amended and Restated Insider Trading Policy |
| 21.1* | Subsidiaries of the Company |
| 23.1* | Consent of KPMG LLP |
| 23.2* | Consent of Grant Thornton LLP |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1† | Incentive Compensation Clawback Policy (Incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on March 11, 2024) |
| 101.INS | Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
|---|---|
| ** | Furnished herewith |
| † | Indicates management contract of compensatory plan. |
| + | Certain portions of this exhibit have been omitted. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.