NEXT 10-Q

NextDecade Corp (NEXT)

10-Q 2025-10-30 For: 2025-09-30

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Added on April 09, 2026


Delaware						46-5723951
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)


Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o


			Page
Organizational Structure
Part I. Financial Information			2
Item 1. Consolidated Financial Statements			2
Consolidated Balance Sheets			2
Consolidated Statements of Operations			3
Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock			4
Consolidated Statements of Cash Flows			5
Notes to Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			14
Item 3. Quantitative and Qualitative Disclosures About Market Risk			22
Item 4. Controls and Procedures			22
Part II. Other Information			23
Item 1. Legal Proceedings			23
Item 1A. Risk Factors			23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			23
Item 3. Defaults Upon Senior Securities			23
Item 4. Mine Safety Disclosures			23
Item 5. Other Information			23
Item 6. Exhibits			23
Signatures			25


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	209,402	$	148,137
Restricted cash	535,272		244,625
Derivatives	9,680		16,867
Prepaid expenses and other current assets	10,465		2,943
Total current assets	764,819		412,572
Property, plant and equipment, net	8,470,021		5,020,003
Operating lease right-of-use assets	163,577		166,082
Deferred financing fees	244,521		317,788
Derivatives	329,532		472,057
Other non-current assets	36,349		15,557
Total assets	$	10,008,819	$	6,404,059

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	428,860	$	244,642
Operating leases	3,296		2,881
Accrued and other current liabilities	761,817		347,561
Total current liabilities	1,193,973		595,084
Debt, net	6,609,434		3,920,425
Operating leases	143,260		144,164

Other non-current liabilities	85,805		—
Total liabilities	8,032,472		4,659,673

Commitments and contingencies (Note 10)

Stockholders’ equity
Common stock, $0.0001 par value, 480.0 million authorized: 264.4 million and 260.2 million outstanding, respectively	26		26
Treasury stock: 4.7 million shares and 3.1 million respectively, at cost	(36,478)		(20,916)
Preferred stock, $0.0001 par value, 0.5 million authorized: none outstanding	—		—
Additional paid-in-capital	903,614		852,054
Accumulated deficit	(712,677)		(453,523)
Total stockholders’ equity	154,485		377,641
Non-controlling interest	1,821,862		1,366,745
Total equity	1,976,347		1,744,386
Total liabilities and equity	$	10,008,819	$	6,404,059

(1) Amounts presented include balances held by our consolidated variable interest entities, Phase 1 Holdings and Train 4 Holdings, as further discussed in Note 7 — Variable Interest Entities.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues	$	—	$	—	$	—	$	—
Operating expenses:
General and administrative expense	66,105		43,598		163,096		110,005
Development expense	2,881		2,386		4,436		7,304
Depreciation and amortization expense	2,977		3,172		9,097		9,498
Other	—		—		3,518		—
Total operating expenses	71,963		49,156		180,147		126,807
Total operating loss	(71,963)		(49,156)		(180,147)		(126,807)
Other (expense) income:
Derivative (loss) gain	(74,141)		(329,733)		(217,684)		38,206
Interest expense, net	(38,632)		(15,905)		(94,670)		(67,414)
Loss on debt extinguishment	—		—		(9,160)		(47,573)
Other (expense) income, net	(20)		1,719		1,045		(408)
Total other expense	(112,793)		(343,919)		(320,469)		(77,189)
Net loss attributable to NextDecade Corporation	(184,756)		(393,075)		(500,616)		(203,996)
Less: net loss attributable to non-controlling interest	(75,274)		(269,876)		(241,462)		(76,567)
Net loss attributable to common stockholders	$	(109,482)	$	(123,199)	$	(259,154)	$	(127,429)

Net loss per common share — basic and diluted	$	(0.42)	$	(0.47)	$	(0.99)	$	(0.49)

Weighted average shares outstanding — basic and diluted	262,581		259,379		261,298		257,981


	September 30, 2025		December 31, 2024
Rio Grande LNG Facility under construction	$	8,464,357	$	5,009,239
Corporate and other	8,163		12,742
Total property, plant and equipment, at cost	8,472,520		5,021,981
Less: accumulated depreciation	(2,499)		(1,978)
Total property, plant and equipment, net	$	8,470,021	$	5,020,003


	Initial Notional Amount		Maximum Notional Amount		Maturity (1)	Weighted Average Fixed Interest Rate Paid		Variable Interest Rate Received
Phase 1 Swaps	$	123,000	$	7,916,900	2048	3.4	%	USD - SOFR
FinCo Swaps	—		662,000		2034	4.1	%	USD - SOFR
Train 4 Swaps	—		3,230,000		2050	4.2	%	USD - SOFR


2025 (remaining)	$	1,913
2026	9,822
2027	9,865
2028	9,910
2029	9,654
Thereafter	189,588
Total undiscounted lease payments	230,752
Discount to present value	(84,196)
Present value of lease liabilities	$	146,556

Weighted average remaining lease term — years	25.8
Weighted average discount rate — percent	4.2


	September 30, 2025		December 31, 2024
Rio Grande LNG Facility costs	$	709,535	$	276,137
Accrued interest	9,002		40,911
Employee compensation expense	13,594		13,425
Taxes	12,197		2,862
Other accrued liabilities	17,489		14,226
Total accrued and other current liabilities	$	761,817	$	347,561


	September 30, 2025		December 31, 2024
Phase 1 LLC Debt:
6.67% Senior Secured Notes due 2033	$	700,000	$	700,000
6.85% Senior Secured Notes due 2047	190,000		190,000
6.58% Senior Secured Notes due 2047	1,115,000		1,115,000
6.72% Senior Secured Loans due 2033	356,000		356,000
7.11% Senior Secured Loans due 2047	251,000		251,000
CD Credit Facility	2,967,000		1,022,000
TCF Credit Facility	413,000		226,000
Total Phase 1 LLC Debt	5,992,000		3,860,000
12.00% Corporate Credit Agreement due 2030 (1)	243,754		175,000
13.00% Super FinCo Term Loan due 2031	600,000		—
Total debt	6,835,754		4,035,000
Unamortized debt issuance costs	(226,320)		(114,575)
Total debt, net	$	6,609,434	$	3,920,425

(1) Includes paid-in-kind interest of approximately $18.8 million.


	CD Senior Working Capital Facility		CD Credit Facility		TCF Credit Facility
Total Facility Size	$	250,000	$	8,448,000	$	800,000
Less:
Outstanding balance	—		2,967,000		413,000
Letters of credit issued	74,387		—		—
Available commitment	$	175,613	$	5,481,000	$	387,000

Priority ranking	Senior secured		Senior secured		Senior secured
Interest rate on outstanding balance	SOFR + 2.25%		SOFR + 2.25%		SOFR + 2.25%
Commitment fees on undrawn balance	0.68 %		0.68 %		0.68 %
Maturity Date	2030		2030		2030


Prepayment Prior To						% of Principal
December 31, 2026 (1)						100.0%
December 31, 2027						105.0%
December 31, 2028						102.5%
December 31, 2030						100.0%

(1) Prepayment prior to December 31, 2026 would require an additional make whole premium.


	September 30, 2025				December 31, 2024
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Senior Notes	$	2,005,000	$	2,012,460	$	2,005,000	$	1,984,836
Senior Loans	607,000		628,760		607,000		609,082
Corporate Credit Agreement	243,754		213,185		175,000		169,750
Super FinCo Term Loan	600,000		595,430		—		—


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share (2)	Total Number of Shares Purchased as a Part of Publicly Announced Plans	Maximum Number of Shares That May Yet Be Purchased Under the Plans
July 2025	517,250	10.77	—	—
August 2025	561,383	10.72	—	—
September 2025	396,121	9.88	—	—


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 Registrant’s Current Report on Form 8-K, filed July 28, 2017).
3.2						Amended and Restated Bylaws of NextDecade Corporation, as amended March 3, 2021(Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed June 24, 2022).
3.3						Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018 (Incorporated by reference to Exhibit 4.3 of the Registrant’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 Registrant’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 Registrant’s Current Report on 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 Registrant’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 Registrant’s Current Report on Form 8-K, filed July 15, 2019).


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Total stockholders' equity, beginning balances	$	1,865,524	$	1,278,784	$	1,744,386	$	740,434

Common stock	26		26		26		26

Treasury Stock:
Beginning balance	(21,007)		(14,367)		(20,916)		(14,214)
Shares repurchased related to share-based compensation	(15,471)		(6,424)		(15,562)		(6,577)
Ending balance	(36,478)		(20,791)		(36,478)		(20,791)

Additional paid-in-capital:
Beginning balance	884,656		804,185		852,054		693,883
Share-based compensation	13,050		4,984		26,884		13,967
Receipt of equity commitments	5,908		3,172		14,088		97,343
Exercise of common stock warrants	—		1,422		2,827		8,570
Warrants issued in connection with Debt (Note 6)	—		—		7,761		—
Ending balance	903,614		813,763		903,614		813,763

Accumulated deficit:
Beginning balance	(603,195)		(396,002)		(453,523)		(391,772)
Net loss	(109,482)		(123,199)		(259,154)		(127,429)
Ending balance	(712,677)		(519,201)		(712,677)		(519,201)

Total stockholders' equity	154,485		273,797		154,485		273,797

Non-controlling interest:
Beginning balance	1,605,044		884,942		1,366,745		452,511
Receipt of equity commitments	292,092		156,868		696,579		395,990
Net (loss) income	(75,274)		(269,876)		(241,462)		(76,567)
Ending balance	1,821,862		771,934		1,821,862		771,934

Total equity, ending balances	$	1,976,347	$	1,045,731	$	1,976,347	$	1,045,731


	Nine Months Ended September 30,
	2025		2024
Operating cash flows	$	(148,741)	(86,682)
Investing cash flows	(2,880,130)		(1,879,598)
Financing cash flows	3,380,783		1,937,600
Net increase (decrease) in cash, cash equivalents and restricted cash	351,912		(28,680)
Cash, cash equivalents and restricted cash – beginning of period	392,762		294,478
Cash, cash equivalents and restricted cash – end of period	$	744,674	$	265,798



*			Filed herewith.
**			Furnished herewith.
†			Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.


	NEXTDECADE CORPORATION

Date: October 30, 2025	By:	/s/ Matthew K. Schatzman
		Matthew K. Schatzman
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)

Date: October 30, 2025	By:	/s/ Michael R. Mott
		Michael R. Mott
		Senior Vice President, Enterprise Transformation and Interim Chief Financial Officer
		(Principal Financial Officer)


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 Registrant'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 Registrant’s Quarterly Report on Form 10-Q, filed August 6, 2019).
10.1*†						Amendment to Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Intermediate Holdings, LLC, dated as of August 8, 2025
10.2*						Amendment No. 1 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 August 19, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.
10.3*						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.
10.4*†						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 2, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc.
10.5*						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
10.6*						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
10.7*						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
10.8*						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
10.9*						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
10.10*						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
10.11*						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
10.12*						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
10.13*†						Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Train 4 Intermediate Holdings, LLC, dated as of September 9, 2025
10.14*						Credit Agreement, dated as of September 9, 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
10.15*						Accounts Agreement, dated as of September 9, 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
10.16*						Pledge Agreement, dated as of September 9, 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
10.17*						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
10.18*						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
10.19*†						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


10.20*†						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) 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
10.21*†						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 August 19, 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
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.
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).