NextDecade Corp

(unaudited)

Note 1 — Background and 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. 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”). Construction of Trains 1–3 (“Phase 1”) by Phase 1 LLC, Train 4 by Train 4 LLC, and Train 5 by Train 5 LLC commenced in July 2023, September 2025, and October 2025, respectively. We are also developing and advancing the permitting process for expansion Trains 6 through 8 at the Rio Grande LNG Facility.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2025. In our opinion, all adjustments which are necessary to a fair presentation of the unaudited consolidated financial statements have been included, and all such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2026, are not necessarily indicative of the operating results for the full year.

Certain reclassifications have been made to prior period amounts to conform to the current presentation. The Company began presenting operating and maintenance expenses, which primarily consist of costs associated with the Rio Grande LNG Facility and pre-operational readiness activities, as a separate line item on its Consolidated Statements of Operations. These reclassifications did not have a material effect on the Company’s financial position, results of operations, or cash flows.

Note 2 — Property, Plant and Equipment

Property, plant and equipment, net consisted of the following (in thousands):

Note 3 — Leases

The Company leases various assets, including the site for the Rio Grande LNG Facility, office space, and LNG vessels under time charter agreements. The Rio Grande LNG Facility site lease includes renewal options that are reasonably certain to be exercised and are included in the lease term and recognized as part of our right-of-use assets and lease liabilities. The Company also subleases certain of our vessels under charter to third parties from time to time. For LNG vessels, the Company has elected to combine the lease component and its associated non-lease component and account for them as a single lease component.

One additional vessel charter is expected to commence in the fourth quarter of 2026.

Total lease costs consisted of the following (in thousands):

Maturities of operating and finance lease liabilities as of September 30, 2026, are as follows (in thousands, except lease term and discount rate):

Other information related to our leases is as follows (in thousands):

Note 4 — Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (in thousands):

Note 5 — Debt

Debt, net consisted of the following (in thousands):

Phase 1 LLC Debt

Senior Secured Notes and Senior Secured Loans

In the third quarter of 2026, Phase 1 LLC completed offerings of approximately $4.1 billion of aggregate principal amount of senior secured notes. The net proceeds from the offerings were used to reduce outstanding borrowings under its credit agreements and to pay related fees and expenses.

Phase 1 LLC’s senior secured notes presented in the table above (collectively, the “Phase 1 Senior Secured Notes”) and the 6.72% Senior Secured Loans and 7.11% Senior Secured Loans (collectively, the “Phase 1 Senior Secured Loans”) are senior secured obligations of Phase 1 LLC. Principal on each of the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans that have a final maturity in 2047 begin amortizing in 2029.

The Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans rank pari passu with the CD Credit Agreement and the TCF Credit Agreement and are secured on a first-priority basis by a security interest in all of the membership interests in Phase 1 LLC and substantially all of Phase 1 LLC’s assets.

Phase 1 LLC’s Credit Agreements

The total commitments under the CD Credit Agreement and TCF Credit Agreement (together, the “Phase 1 LLC Committed Credit Facilities”) are $3.7 billion and $0.4 billion, respectively. The CD Credit Agreement includes an additional $250.0 million commitment that can be used to draw revolving loans or issue letters of credit, of which, as of September 30, 2026, no amounts have been drawn and approximately $84.4 million of letters of credit have been issued.

The Phase 1 LLC Committed Credit Facilities are senior secured facilities that amortize quarterly beginning on or after 90 days following the completion of certain conditions including commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”) for Train 3. The facilities have a final maturity in July 2030, bear interest at SOFR plus 2.25%, and accrue commitment fees of 0.68% on undrawn amounts.

Phase 1 LLC’s obligations under the Phase 1 LLC Committed Credit Facilities rank pari passu with each of the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans and are secured by the same collateral package as the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans.

During 2026, Phase 1 LLC repaid approximately $4.7 billion and $0.4 billion of the amounts outstanding under the CD Credit Agreement and TCF Credit Agreement, respectively.

Phase 1 HoldCo Borrower Term Loan

In the second quarter of 2026, Phase 1 HoldCo Borrower entered into a credit agreement (the “Phase 1 HoldCo Borrower Term Loan”) providing for a term loan to (i) make an equity contribution to Phase 1 LLC, which Phase 1 LLC used to reduce outstanding borrowings under its credit agreements, (ii) pay certain fees and expenses associated with the Phase 1 HoldCo Borrower Term Loan and (iii) pay general and administrative expenses of Phase 1 HoldCo Borrower.

Interest is payable semi-annually in cash or paid-in-kind (“PIK”) at Phase 1 HoldCo Borrower’s election until the first interest payment date after June 2029 and in cash thereafter. The Phase 1 HoldCo Borrower Term Loan is secured by pledges of the equity interests in Phase 1 HoldCo Borrower by its holding company and by a first-priority security interest in substantially all personal property of Phase 1 HoldCo Borrower, including its membership interests in Phase 1 LLC.

Train 4 LLC and Train 5 LLC Credit Agreements

Train 4 LLC and Train 5 LLC have credit facilities that include commitments of approximately $3.8 billion and $3.6 billion, respectively. Obligations under the credit agreements are secured on a first-priority basis by substantially all of the assets of Train 4 LLC and Train 5 LLC, respectively, as well as a pledge of the membership interests in the respective entities.

Borrowings on both credit facilities bear interest at SOFR plus 2.00% (or base rate plus 1.00%), with rating-based step-downs to SOFR +1.875% / base +0.875% upon “Baa2/BBB” and to SOFR +1.75% / base +0.75% upon “Baa1/BBB+.” Undrawn amounts accrue commitment fees at 30% of the applicable margin for SOFR loans. The Train 4 LLC and Train 5 LLC facilities amortize quarterly beginning on or after 90 days following the completion of certain conditions, including commencement of the SPAs for the respective trains, and mature in September 2032 and October 2032, respectively.

Train 5 LLC Senior Secured Notes

Train 5 LLC entered into a Note Purchase Agreement to issue $500.0 million of Senior Secured Notes (the “Train 5 Senior Secured Notes”) at par in installments. Principal amortizes beginning in September 2031 with a final maturity in September 2050.

The Train 5 Senior Secured Notes are senior secured obligations of Train 5 LLC, ranking senior in right of payment to any and all of Train 5 LLC’s future indebtedness that is subordinated to the Train 5 Senior Secured Notes, and equal in right of payment with Train 5 LLC’s other existing and future indebtedness that is senior and secured by the same collateral securing the Train 5 Senior Secured Notes. The Train 5 Senior Secured Notes rank pari passu with the Train 5 LLC Credit Agreement and are secured on a first-priority basis by a security interest in the same collateral package.

FinCo Credit Agreement

FinCo has a credit agreement (the “FinCo Credit Agreement”) providing a loan and letter of credit facility of up to approximately $1.5 billion, including an approximate $1.2 billion letter of credit sublimit, to fund a portion of the Company’s equity contributions to Train 4 LLC and Train 5 LLC and to finance interest during Train 4 and Train 5 construction and related fees and expenses.

Borrowings bear interest at SOFR plus 3.50% or base rate plus 2.50%, and undrawn commitment amounts are subject to commitment fees of 1.05%. The facility matures in October 2030, with aone-year extension option exercisable within the 90-day period preceding such anniversary. The facility is secured by pledges of FinCo equity and first-priority liens on substantially all FinCo assets, including equity interests in Phase 1 LLC, Train 4 LLC, and Train 5 LLC.

As of September 30, 2026, no amounts had been drawn and $1.2 billion of letters of credit were issued under the FinCo Credit Agreement.

Super FinCo Term Loan

Super FinCo has a term loan agreement (the “Super FinCo Term Loan”) that matures on the earlier of September 2033 or the 85 th day prior to the maturity of the FinCo Credit Agreement (as extended or refinanced). Interest is payable quarterly with an option to elect PIK interest in full through the first anniversary of Train 4 completion and up to 50% thereafter. The Super FinCo Term Loan is secured by pledges of the equity interests in the Super FinCo borrowers by their holding companies and by a first-priority security interest in substantially all personal property of Super FinCo, including membership interests in FinCo.

Corporate Credit Agreement

Super Holdings has an amended and restated corporate credit agreement (the “A&R Corporate Credit Agreement”) that definestwo distinct tranches of indebtedness:

•Series A Loans: Consists of $100.0 million in aggregate principal and bears interest that is payable quarterly, in cash or PIK, at Super Holdings’ election. These loans include a make-whole premium if prepaid prior to November 17, 2028.

◦Exchange Option: The Series A Loans, including any PIK interest, are exchangeable into shares of common stock of the Company at the election of the lenders at an exchange price of $9.50 per share (the “Series A Exchange Option”). The Series A Exchange Option is available through maturity and is accounted for as a derivative liability (see Note 6 — Derivatives).

•Series B Loans: Consists of the remaining principal and bears interest that, prior to March 31, 2027, Super Holdings may elect to pay up to 100% of interest in cash or in kind and is required to pay 50% of interest in kind and 50% of interest in cash thereafter. These loans include a make-whole premium if prepaid prior to June 30, 2028, and a declining prepayment penalty structure thereafter.

Obligations under the A&R Corporate Credit Agreement are secured on a first-priority basis by all of the equity interests in Super Holdings and its direct subsidiaries.

Debt Covenants and Compliance

Each of the Company’s debt instruments contain customary negative covenants that, among other things, limit the ability of the borrower and its subsidiaries to incur additional indebtedness, create liens, make restricted payments (including dividends), make certain investments, and sell all or substantially all assets.

Certain of the Company’s credit agreements also include covenants that, among other things, require the borrower and its subsidiaries to maintain a specified minimum historical debt service coverage ratio as of a specified date in the respective agreement, and covenants that restrict the net assets of the respective subsidiaries from being distributed to NextDecade, unless certain conditions are met.

As of September 30, 2026, the Company was in compliance with all covenants related to its respective debt agreements.

Interest Expense

Interest expense consisted of the following (in thousands):

Fair Value Disclosures

The fair value of our debt was $10.7 billion and $8.8 billion as of September 30, 2026, and December 31, 2025, respectively, and is classified as Level 2 in the fair value hierarchy. The fair value of our fixed rate debt was determined using quoted prices in markets that are less active, model-derived valuations based on observable inputs, or for debt issued near period end, its carrying amount. The fair value of our variable rate debt approximates its carrying amount because the variable interest rates align to market interest rates.

Note 6 — Derivatives

To manage interest rate volatility, the Company has entered into interest rate swap agreements (the “Swaps”) to hedge a portion of the floating-rate interest payments associated with the credit agreements described in Note 5 — Debt. These include Swaps entered into by Phase 1 LLC in July 2023 and by Train 4 LLC, Train 5 LLC, and FinCo in the second half of 2025 for their respective debt obligations.

The Company reduced the notional amount of certain of the Phase 1 Swaps, resulting in derivative settlement proceeds of approximately $151.4 million for the nine months ended September 30, 2026.

As of September 30, 2026, the Company had the following Swaps outstanding (in thousands):

(1) Phase 1, Train 4, Train 5, and FinCo Swaps have early mandatory termination dates in July 2030, September 2032, October 2032, and October 2031, respectively.

The Swaps are measured at fair value each reporting period using an income approach (Level 2) based on observable market inputs, including SOFR forward curves. Changes in fair value are recorded within our Consolidated Statements of Operations.

Series A Exchange Option

The Series A Exchange Option (see Note 5 — Debt) is measured at fair value each reporting period using a model-derived valuation based on observable inputs (Level 2), and changes in fair value are recorded within our Consolidated Statements of Operations.

Warrants

The Company issued approximately 9.2 million warrants (the “Warrants”) in connection with the A&R Corporate Credit Agreement that consist of approximately 3.6 million warrants with an exercise price of $7.15 per share and approximately 5.6 million warrants with an exercise price of $9.30 per share. Approximately 7.2 million of the Warrants mature in 2031 and the approximately 2.0 million remaining warrants mature in 2032. The Warrants may be exercised by the holder solely on a cashless exercise basis at any time prior to their expiration.

Subject to certain liquidity conditions, the Company may cause the cash exercise of approximately 3.6 million of these warrants if the 30-day volume weighted average price of the Company’s common stock and the closing price of the Company’s common stock immediately prior to the date of exercise equal or exceed $13.50 per share or $15.00 per share during specified periods in 2026 and 2027, respectively.

The Warrants are accounted for as derivative liabilities and are remeasured each period using model-derived valuations based on observable inputs (Level 2). Changes in fair value are recorded within our Consolidated Statements of Operations.

Consolidated Balance Sheet and Statements of Operations presentation

The fair value of the Company’s derivative instruments was recorded in the Consolidated Balance Sheet as follows (in thousands):

The gains (losses) on the Company’s derivative instruments as presented in the Consolidated Statements of Operations are as follows (in thousands):

Note 7 — Variable Interest Entities

Phase 1 Holdings, Train 4 Holdings, Train 5 Holdings, and their wholly owned subsidiaries were established to construct and operate Phase 1, Train 4, and Train 5 of the Rio Grande LNG Facility, respectively. The Company is not obligated to fund their losses.

The equity investors at risk, as a group, lack the characteristics of a controlling financial interest. Additionally, through agreements with NextDecade LLC, the Company holds decision-making rights over construction and key operational aspects of Phase 1 LLC, Train 4 LLC, and Train 5 LLC, which agreements can only be terminated by equity holders for cause. Based on these factors, the Company holds a variable interest in Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, and is their primary beneficiary, resulting in the consolidation of these entities in these Consolidated Financial Statements.

The following table presents the summarized combined assets and liabilities (in thousands) of Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, which are included in the Company’s Consolidated Balance Sheets. The assets in the table below may only be used to settle the obligations of Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings, respectively. In addition, there is no recourse to NextDecade for the consolidated variable interest entities’ liabilities. The assets and liabilities in the table below include only the assets and liabilities of Phase 1 Holdings, Train 4 Holdings, Train 5 Holdings, and their respective subsidiaries and exclude intercompany balances between Phase 1 Holdings, Train 4 Holdings, and Train 5 Holdings and NextDecade, which are eliminated in the Consolidated Financial Statements of NextDecade.

Related Party Transactions

TotalEnergies SE and its subsidiaries (together, “TotalEnergies”) are related parties under Accounting Standards Codification 850, Related Party Disclosures, due to TotalEnergies’s ownership of more than 10% of the Company’s common stock. The Company entered into commercial and financing arrangements with TotalEnergies as part of the final investment decisions for Phase 1 and Train 4, including long-term LNG sale and purchase agreements for Phase 1 and Train 4 and equity commitments to Phase 1 Holdings and Train 4 Holdings. TotalEnergies also provides contingent credit support for the TCF Credit Agreement.

For the three and nine months ended September 30, 2026, TotalEnergies contributed approximately $11.1 million and $388.6 million under its equity commitments to Phase 1 Holdings, respectively.

Note 8 — Earnings Per Share

The computation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share amounts):

Potentially dilutive shares related to outstanding stock options were excluded from the calculation of diluted earnings (loss) per share for all periods presented because their effect would have been antidilutive. Potentially dilutive shares related to the Warrants, Series A Exchange Option, and unvested restricted stock and restricted stock units were included in the calculation of diluted earnings (loss) per share for the three months ended September 30, 2026, and excluded from the remaining periods presented because their effect would have been antidilutive for those periods. See Note 5 — Debt and Note 6 — Derivatives for additional information about the Series A Exchange Option and the Warrants, respectively.

Note 9 — Commitments and Contingencies

Legal Proceedings

From time to time the Company may be subject to various claims and legal actions that arise in the ordinary course of business. As of September 30, 2026, management is not aware of any claims or legal actions against the Company that, separately or in the aggregate, are likely to have a material adverse effect on the Company’s financial position, results of operations, or cash flows, although the Company cannot guarantee that a material adverse effect will not occur.

Note 10 — Supplemental Cash Flows

The following table provides supplemental disclosure of cash flow information (in thousands):