NextDecade Corp
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
NEXT$5.80-0.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-30.
0001612720-26-000049
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-29.
0001612720-26-000062
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 131 previous paragraphs and 147 current paragraphs.
91 unchanged; 39 reworded; 12 added; 1 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
•During the third quarter of 2026, construction of Phase 1 at the Rio Grande LNG Facility continued to progress safely, on budget, and ahead of schedule, with Train 1 electrical, mechanical, and utility commissioning scopes progressing and installation of the Train 2 main cryogenic heat exchanger completed. Dredging activities for the berths, turning basin, and channel deepening were completed. The gas inlet facilities achieved ready for start-up, and the Bay Runner pipeline reached in-service. We continue to expect first gas into the Rio Grande LNG Facility before year-end 2026.
Current report
•We expect first LNG production from Train 1 at the Rio Grande LNG Facility in the second quarter of 2027 and substantial completion of Train 1 in the third quarter of 2027, which is a quarter ahead of the guaranteed completion schedule under the EPC contract with Bechtel.
Current report
•In July 2026, FERC issued its schedule of environmental review for Train 6 at the Rio Grande LNG Facility, and the final Environmental Impact Statement is expected in June 2027.
Current report
•In September 2026, we received permit authorization from the U.S. Army Corps of Engineers (“USACE”) for Train 6, completing a key regulatory authorization required for construction.
Current report
•In September 2026, FERC approved our uprate request for the Rio Grande LNG Facility, increasing the authorized liquefaction capacity of the first five trains at the Rio Grande LNG Facility to 30.15 million tonnes per annum (“MTPA”).
Current report
◦In September 2026, Phase 1 LLC issued $575.0 million of senior secured notes in a private placement, which bear interest at 6.72% and will amortize over a period of approximately 18.5 years beginning in June 2029, with a final maturity in December 2047. Proceeds were used to reduce outstanding borrowings under the Phase 1 LLC credit facilities and to pay fees and expenses associated with the transaction.
Current report
Dredging activities for the berths, turning basin, and channel deepening were completed. The gas inlet facilities have achieved ready for start-up, the Bay Runner pipeline reached in-service during the third quarter of 2026, and across the site there is ongoing commissioning of systems to support initial hydrocarbon introduction before year-end 2026.
Current report
We are developing Trains 7 and 8 on the western end of the Rio Grande LNG Facility site and expect to pre-file with FERC for Trains 7 and 8 before year-end 2026.
Current report
In September 2026, FERC approved our uprate request for Trains 1 through 5, increasing the authorized liquefaction capacity of the first five trains at the Rio Grande LNG Facility to 30.15 MTPA.
Current report
In September 2026, we received permit authorization from the U.S. Army Corps of Engineers for Train 6, completing a key regulatory authorization required for construction.
Current report
•Other income, net increased by approximately $9.7 million primarily due to income associated with subleases of certain of our LNG vessels under charter to third parties.
Current report
•Other income, net increased by approximately $12.9 million primarily due to income associated with subleases of certain of our LNG vessels under charter to third parties.
Removed paragraphs (1)
Previous report
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 June 2026, construction of permanent buildings is nearing completion, construction activities in the gas inlet area has progressed significantly, dredging activities for the berths and turning basin are substantially complete, and the channel deepening project is complete.
Reworded paragraphs (39)
Previous wording
•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 located at the Port of Brownsville in southern Texas (the “Rio Grande LNG Facility”);
Current wording
•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 located in the Rio Grande Valley near Brownsville, Texas (the “Rio Grande LNG Facility”);
Previous wording
•our ability to achieve operational characteristics of the Rio Grande LNG Facility, when completed, including amounts of liquefaction capacities, and any differences in such operational characteristics from our expectations;
Current wording
•our ability to achieve operational characteristics of the Rio Grande LNG Facility, when completed, including LNG production capacity, and any differences in such operational characteristics from our expectations;
Previous wording
•the development risks, operational hazards, and regulatory approvals applicable to the Rio Grande LNG Facility, our LNG, construction and operation activities and those of our third-party contractors and counterparties;
Current wording
•the development risks, operational hazards, and regulatory approvals applicable to the Rio Grande LNG Facility and our LNG and construction and operation activities, and those of our third-party contractors and counterparties;
Previous wording
•We safely energized our main substation 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.
Current wording
•During the second quarter of 2026, we safely energized our main substation with 138kV power in May, and we seconded over 100 operational employees to Bechtel in June as part of preparations for first LNG production.
Previous wording
◦In early 2026, we began the marketing of early cargoes that we expect to produce 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.
Current wording
◦In early 2026, we began the marketing of early cargoes that we expect to produce 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 approximately 33% of our expected portfolio volumes from 2027 through early 2029.
Previous wording
◦In April 2026, Rio Grande LNG Train 5, LLC issued a second installment of $100.0 million and in July 2026 issued a third installment of $100.0 million of 6.56% Senior Secured Notes due in 2050, pursuant to the Note Purchase Agreement entered into in conjunction with the positive final investment decision on Train 5 in October 2025, for the issuance of $500.0 million aggregate senior secured notes. As of July 29, 2026, $350 million of these notes were issued and outstanding.
Current wording
◦In April 2026, Rio Grande LNG Train 5, LLC issued a second installment of $100.0 million and in July 2026 issued a third installment of $100.0 million of 6.56% Senior Secured Notes due in 2050, pursuant to the Note Purchase Agreement entered into in conjunction with the positive final investment decision (“FID”) on Train 5 in October 2025, for the issuance of $500.0 million aggregate senior secured notes.
Previous wording
◦In conjunction with the Phase 1 HoldCo Borrower credit agreement and the Phase 1 LLC senior secured notes offering and repayment of credit facility borrowings, Phase 1 LLC also reduced the notional amount of certain of its interest rate swaps, resulting in settlement receipts totaling approximately $109.2 million in July 2026. These settlement receipts were used to reduce outstanding borrowings under the Phase 1 LLC Credit facilities.
Current wording
◦In conjunction with the Phase 1 HoldCo Borrower credit agreement and the Phase 1 LLC senior secured notes offering and repayment of credit facility borrowings as a result of those transactions, Phase 1 LLC also reduced the notional amount of certain of its interest rate swaps, resulting in settlement receipts totaling approximately $109.2 million in July 2026. These settlement receipts were used to reduce outstanding borrowings under the Phase 1 LLC credit facilities.
Previous wording
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, 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.
Current wording
We are constructing and developing the Rio Grande LNG Facility which is located in the Rio Grande Valley near Brownsville, 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, 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.
Previous wording
Construction commenced on Phase 1 at the Rio Grande LNG Facility in July 2023, on Train 4 in September 2025, and on Train 5 in October 2025, in each case following a positive final investment decision (“FID”) and the closing of project financing by the Company’s subsidiaries. Construction will be completed by Bechtel under fully wrapped, lump-sum turnkey EPC contracts, and the liquefaction trains will utilize Honeywell AP-C3MR liquefaction technology, which is a predominant liquefaction technology utilized globally.
Current wording
Construction commenced on Phase 1 at the Rio Grande LNG Facility in July 2023, on Train 4 in September 2025, and on Train 5 in October 2025, in each case following a positive FID and the closing of project financing by the Company’s subsidiaries. Construction will be completed by Bechtel under fully wrapped, lump-sum turnkey EPC contracts, and the liquefaction trains will utilize Honeywell AP-C3MR liquefaction technology, which is a predominant liquefaction technology utilized globally.
Previous wording
The combined scope of Phase 1, Train 4, and Train 5 includes five liquefaction trains with a total expected LNG production capacity of approximately 30 million tonnes per annum (“MTPA”), four 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, ground flares, roads, levees surrounding the entire site, warehouses, and operations control room, maintenance, and administrative buildings.
Current wording
The combined scope of Phase 1, Train 4, and Train 5 includes five liquefaction trains with a total expected LNG production capacity of 30 MTPA, four 180,000 cubic meter full containment LNG storage tanks, two jetty berthing structures designed to load LNG carriers up to 216,000 cubic meters in capacity, and associated site infrastructure and common facilities including feed gas pretreatment facilities, electric and water utilities, ground flares, roads, levees surrounding the entire site, warehouses, and operations control room, maintenance, and administrative buildings.
Previous wording
Progress on Phase 1 as of June 2026 is ahead of the guaranteed completion schedule under the EPC contracts. All major equipment has been set for Train 1, including the main cryogenic heat exchanger (“MCHE”), and electrical commissioning of Train 1 is progressing. Train 2 equipment installation is underway, and the second compressor string and turbine was set in July 2026. Train 3 equipment installation has begun, including the first compressor string. Welding of the inner tanks continues to progress for Tanks 1 and 2, and Tank 1 pipe installation is underway.
Current wording
Progress on Phase 1 as of September 2026 is ahead of the guaranteed completion schedule under the EPC contracts. Train 1 electrical, mechanical, and utility commissioning scopes are progressing. Installation and pre-alignment of the Train 2 compressor strings was completed, and the Train 2 main cryogenic heat exchanger was installed. The first compressor string was set for Train 3. Inner nickel plate welding and the first hydrotest were completed for Tank 1.
Previous wording
Progress on Trains 4 and 5 as of June 2026 is in line with the guaranteed completion schedule under the EPC contracts. The Train 4 soil stabilization process was completed, and foundation pours began for the main cryogenic rack. The Train 5 soil stabilization process began in early July 2026. Tank 3 piling work is underway.
Current wording
Progress on Trains 4 and 5 as of September 2026 is in line with the guaranteed completion schedule under the EPC contracts. Foundation pours for the Train 4 main cryogenic rack began, and excavation of the Train 4 refrigeration area commenced. Train 5 soil stabilization via the direct mixing method process began. Tank 3 piling work progressed, and piling began for Tank 4.
Previous wording
We have entered into long-term LNG sale and purchase agreements (“SPAs”) with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 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.
Current wording
We have entered into long-term LNG SPAs with 14 creditworthy counterparties for aggregate volumes of approximately 25.3 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.
Previous wording
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.
Current wording
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 approximately 25.3 MTPA of SPAs for Trains 1 through 5, 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.
Previous wording
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.
Current wording
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 manage natural gas supply prices and/or hedge risk.
Previous wording
We are developing and advancing the permitting process for Trains 6 through 8 at the Rio Grande LNG Facility. These trains 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.
Current wording
We are developing and advancing the permitting process for Trains 6 through 8 at the Rio Grande LNG Facility. These trains are currently wholly owned by NextDecade and are cumulatively expected to increase the Company’s total expected LNG production capacity by 18 MTPA once constructed and placed into operation.
Previous wording
Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility and adjacent to Trains 1 through 5. In May 2026, we filed a formal application with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine 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.
Current wording
Train 6 is being developed inside the existing levee at the Rio Grande LNG Facility and adjacent to Trains 1 through 5. In May 2026, we filed a formal application with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth. In July 2026, FERC issued its schedule of environmental review for Train 6, and the final Environmental Impact Statement is expected in June 2027. Commercialization of Train 6 is underway, and we are progressing discussions with high credit quality potential counterparties for long-term agreements for the sale of LNG from Train 6.
Previous wording
Governmental Permits, Approvals and Authorizations
Current wording
Governmental Permits, Approvals, and Authorizations - Trains 1 through 5
Previous wording
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 FERC approval and Department of Energy FTA and non-FTA authorizations.
Current wording
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 LNG Facility, including FERC approval and Department of Energy FTA and non-FTA authorizations.
Previous wording
In August 2025, 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.
Current wording
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.
Previous wording
As of July 29, 2026, Phase 1 LLC has refinanced a total of over $6.4 billion of its original $11.1 billion term loan facilities through the issuance of senior secured notes and loans at Phase 1 LLC and a $1.0 billion term loan at Phase 1 HoldCo Borrower.
Current wording
Since July 2023, Phase 1 LLC has refinanced a total of over $7.0 billion of its original $11.1 billion term loan facilities through the issuance of senior secured notes and loans at Phase 1 LLC and a $1.0 billion term loan at Phase 1 HoldCo Borrower.
Previous wording
In connection with the FIDs of Train 4 and Train 5, we committed to make approximately $2.4 billion in equity capital contributions for Train 4 and 5 in the aggregate. At the FIDs of Train 4 and Train 5, we used the net proceeds of the Super FinCo $1.2 billion term loans and cash on hand to fund a portion of our equity commitments for Train 4 and Train 5. We expect to fund the remainder of our equity commitments to Trains 4 and 5 using borrowings under the FinCo Credit Agreement.
Current wording
In connection with the FIDs of Trains 4 and 5, we committed to make approximately $2.4 billion in equity capital contributions for Train 4 and 5 in the aggregate. At the FIDs of Trains 4 and 5, we used the net proceeds of the Super FinCo $1.2 billion term loans and cash on hand to fund a portion of our equity commitments for Trains 4 and 5. We expect to fund the remainder of our equity commitments to Trains 4 and 5 using borrowings under the FinCo Credit Agreement.
Previous wording
Train 4 LLC will pay NextDecade LLC, our wholly owned subsidiary and the entity that manages the construction, commissioning, and operation of the Rio Grande LNG Facility on behalf of Phase 1, Train 4, and Train 5, a $50.0 million fee in September 2026 for services to be rendered by NextDecade LLC in support of Train 4.
Current wording
In August 2026, NextDecade LLC, our wholly owned subsidiary and the entity that manages the construction, commissioning, and operation of the Rio Grande LNG Facility on behalf of the Rio Grande Project Entities, received a $50.0 million fee from Train 4 LLC for services rendered by NextDecade LLC in support of Train 4.
Previous wording
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.
Current wording
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 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.
Previous wording
Cash used in operating activities for the six months ended June 30, 2026 increased by approximately $55.3 million compared to the same period in 2025 primarily due to increased interest payments and changes in working capital.
Current wording
Cash used in operating activities for the nine months ended September 30, 2026, decreased by approximately $132.2 million compared to the same period in 2025 primarily due to increased derivative settlements.
Previous wording
Cash used in investing activities for the six months ended June 30, 2026 increased by approximately $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 FIDs and began construction in the second half of 2025.
Current wording
Cash used in investing activities for the nine months ended September 30, 2026, increased by approximately $514.1 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 FIDs and began construction in the second half of 2025.
Previous wording
Cash provided by financing activities for the six months ended June 30, 2026 increased by approximately $455.6 million compared to the same period in 2025. The increase was primarily due to increases in proceeds from debt issuance and receipts of equity commitments related primarily to construction at the Rio Grande LNG Facility, including impacts of Trains 4 and 5 which achieved positive FIDs in the second half of 2025. These increases were partially offset by debt repayments made as a result of refinancing during the six months ended June 30, 2026, with no debt repayments made in the same period in 2025.
Current wording
Cash provided by financing activities for the nine months ended September 30, 2026, decreased by approximately $85.0 million compared to the same period in 2025. The decrease was primarily due to decreases in proceeds from debt issuance, net of debt repayments. The decreases were partially offset by increases in receipts of equity commitments related primarily to construction at the Rio Grande LNG Facility, including impacts of Trains 4 and 5, which achieved positive FIDs in the second half of 2025.
Previous wording
Net loss attributable to common stockholders for the three months ended June 30, 2026 increased by approximately $4.6 million compared to the same period in 2025 primarily a result of the following:
Current wording
Net income (loss) attributable to common stockholders for the three months ended September 30, 2026, increased by approximately $264.9 million compared to the same period in 2025 primarily as a result of the following:
Previous wording
•Depreciation and amortization expense increased by approximately $7.5 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.
Current wording
•Depreciation and amortization increased by approximately $18.1 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.
Previous wording
•Derivative gain (loss), net increased by approximately $90.9 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio.
Current wording
•Derivative gain (loss), net increased by approximately $925.4 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio.
Previous wording
•Interest expense increased by approximately $59.1 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.
Current wording
•Interest expense increased by approximately $29.0 million primarily due to additional borrowings to construct the Rio Grande LNG Facility and interest expense associated with our finance leases.
Previous wording
•Loss on debt extinguishment increased by approximately $23.3 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.
Current wording
•Loss on debt extinguishment increased by approximately $136.5 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.
Previous wording
•Net income (loss) attributable to non-controlling interests increased by approximately $112.8 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.
Current wording
•Net income (loss) attributable to non-controlling interests increased by approximately $493.7 million primarily due to changes in interest rate swap derivatives and loss on debt extinguishment recognized within the Joint Ventures’ net income (loss) and consolidated in the Company’s results.
Previous wording
Net loss attributable to common stockholders for the six months ended June 30, 2026 increased by approximately $52.2 million compared to the same period in 2025 primarily a result of the following:
Current wording
Net income (loss) attributable to common stockholders for the nine months ended September 30, 2026, increased by approximately $212.7 million compared to the same period in 2025 primarily as a result of the following:
Previous wording
•Depreciation and amortization expense increased by approximately $7.3 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.
Current wording
•Depreciation and amortization increased by approximately $25.4 million primarily due to amortization of finance lease right-of-use assets associated with our leases of LNG vessels.
Previous wording
•Derivative gain (loss), net increased by approximately $197.5 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio, partially offset by losses on the Series A Exchange Option and Warrants with no comparable activity during the same period in 2025.
Current wording
•Derivative gain (loss), net increased by approximately $1,122.9 million primarily driven by higher forward SOFR rates, which increased the fair-value gain on the Company’s interest rate swap portfolio.
Previous wording
•Interest expense increased by approximately $111.2 million primarily due to additional borrowings to construct the Rio Grande LNG Facility.
Current wording
•Interest expense increased by approximately $140.2 million primarily due to additional borrowings to construct the Rio Grande LNG Facility and interest expense associated with our finance leases.
Previous wording
•Loss on debt extinguishment increased by approximately $23.3 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.
Current wording
•Loss on debt extinguishment increased by approximately $159.8 million due to repayments made under the CD Credit Agreement and TCF Credit Agreement.
Previous wording
•Net income (loss) attributable to non-controlling interests increased by approximately $15.0 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net loss and consolidated in the Company’s results.
Current wording
•Net income (loss) attributable to non-controlling interests increased by approximately $606.5 million primarily due to changes in interest rate swap derivatives, interest expense, and loss on debt extinguishment recognized within the Joint Ventures’ net income (loss) and consolidated in the Company’s results.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
◦In October 2026, Rio Grande LNG Train 5, LLC issued the final installment of $150.0 million of 6.56% Senior Secured Notes due in 2050, pursuant to the Note Purchase Agreement entered into in conjunction with the positive FID on Train 5 in October 2025 for the issuance of $500.0 million aggregate senior secured notes, which are now fully issued and outstanding.
Current report — wording carried from elsewhere
In August 2025, 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 in July 2025. In September 2025, certain intervenors filed a request for rehearing of the Remand Order.
Current report — wording carried from elsewhere
Governmental Permits, Approvals, and Authorizations - Train 6
Current report — wording carried from elsewhere
In May 2026, we filed a formal application with FERC for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth. With the application, we requested a waiver from FERC of the approximately one month remaining in the Train 6 pre-filing period, and FERC granted that waiver in June 2026. In July 2026, FERC issued its schedule of environmental review for Train 6 at the Rio Grande LNG Facility, and the final Environmental Impact Statement is expected in June 2027.
Current report — wording carried from elsewhere
In June 2026, we filed an application with the Department of Energy for LNG export authorizations for Train 6.