NextDecade Corp ARS, filed May 18, 2022

NextDecade Corp (NEXT)

ARS 2022-05-18 For: 2022-05-11

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Added on October 16, 2026

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

1000 Louisiana Street, Suite 3900
Houston, Texas	77002
(Address of principal executive offices)	(Zip code)

Title of each Class:	Trading Symbol:	Name of each exchange on which registered:
Common stock $0.0001 par value	NEXT	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
Part I
Item 1. Business		6
Item 1A. Risk Factors		10
Item 1B. Unresolved Staff Comments		22
Item 2. Properties		22
Item 3. Legal Proceedings		22
Item 4. Mine Safety Disclosures		22
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		23
Item 6. [Reserved]		23
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 7A. Quantitative and Qualitative Disclosures About Market Risks		27
Item 8. Financial Statements and Supplementary Data		28
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		44
Item 9A. Controls and Procedures		44
Item 9B. Other Information		44
Part III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		45
Item 11. EXECUTIVE COMPENSATION		50
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		55
Item 13. Certain Relationships and Related TRANSACTIONS, AND DIRECTOR INDEPENDENCe		58
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		59
Part IV
Item 15. Exhibits		60
Item 16. Form 10-K Summary		62
Signatures		63

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 Units That May Yet Be Purchased Under the Plans
October 2021		1,593	$	3.56		—		—
November 2021		—	$	—		—		—
December 2021		—	$	—		—		—

	Year Ended
	December 31,
	2021			2020
Operating cash flows	$	(17,960	)	$	(26,253	)
Investing cash flows		(18,534	)		18,521
Financing cash flows		39,438			14,604

Net increase in cash and cash equivalents		2,944			6,872
Cash and cash equivalents – beginning of period		22,608			15,736
Cash and cash equivalents – end of period	$	25,552		$	22,608

	Total		2022		2023-2024		2025-2026		Thereafter
Operating lease obligations	$	3,467	$	3,465	$	2	$	—	$	—
Permitting costs		466		466		—		—		—
Other		51		51		—		—		—
Total	$	3,984	$	3,982	$	2	$	—	$	—

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248)	29
Consolidated Balance Sheets	30
Consolidated Statements of Operations	31
Consolidated Statements of Stockholders’ Equity and Convertible Preferred Stock	32
Consolidated Statements of Cash Flows	33
Notes to Consolidated Financial Statements	34

	Common Stock					Treasury Stock
				Par							Additional						Total			Series A		Series B		Series C
				Value							Paid-in			Accumulated			Stockholders’			Convertible		Convertible		Convertible
	Shares			Amount		Shares		Amount			Capital			Deficit			Equity			Preferred Stock		Preferred Stock		Preferred Stock
Balance at January 1, 2020		117,329		$	12		137	$	(685	)	$	224,091		$	(133,701	)	$	89,717		$	48,084	$	49,814	$	-
Share-based compensation		—			—		—		—			(155	)		—			(155	)		—		—		—
Restricted stock vesting		612			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(112	)		—		112		(346	)		—			—			(346	)		—		—		—
Preferred stock dividends		—			—		—		—			(14,327	)		—			(14,327	)		7,310		6,967		—
Deemed dividends - accretion of beneficial conversion feature		—			—		—		—			(128	)		—			(128	)		128		—		—
Net Loss		—			—		—		—			—			(14,329	)		(14,329	)		—		—		—
Balance at December 31, 2020		117,829		$	12		249	$	(1,031	)	$	209,481		$	(148,030	)	$	60,432		$	55,522	$	56,781	$	-
Share-based compensation		—			—		—		—			(4,541	)		—			(4,541	)		—		—		—
Restricted stock vesting		660			—		—		—			—			—			—			—		—		—
Shares repurchased related to share-based compensation		(97	)		—		97		(284	)		—			—			(284	)		—		—		—
Issuance of common stock, net		163			—		—		—			316			—			316			—		—		—
Stock dividend		798			—		—		—			—			—			—			—		—		—
Exercise of common stock warrants		1,485			—		—		—			4,365			—			4,365			—		—		—
Issuance of Series C Convertible Preferred Stock		—			—		—		—			—			—			—			—		—		37,807
Preferred stock dividends		—			—		—		—			(18,294	)		—			(18,294	)		8,206		7,821		2,200
Deemed dividends - accretion of beneficial conversion feature		—			—		—		—			(63	)		—			(63	)		63		—		—
Net Loss		—			—		—		—			—			(22,039	)		(22,039	)		—		—		—
Balance at December 31, 2021		120,838		$	12		346	$	(1,315	)	$	191,264		$	(170,069	)	$	19,892		$	63,791	$	64,602	$	40,007

2022	$	633
2023		—
2024		—
2025		—
2026		—
Thereafter		—
Total undiscounted lease payments		633
Discount to present value		(37	)
Present value of lease liabilities	$	596

Other non-current assets consisted of the following (in thousands):	December 31,		December 31,
	2021		2020
Permitting costs⁽¹⁾	$	7,609	$	7,385
Enterprise resource planning system, net		389		1,805
Rio Grande Site Lease initial direct costs		13,314		7,109
Total other non-current assets, net	$	21,312	$	16,299

				Year Ended December 31, 2021
						Series C
				Series C		Preferred
				Warrants		Stock
Gross proceeds	$	39,500
Equity issuance costs		(62	)
Net proceeds - Initial Fair Value Allocation	$	39,438		$	1,631	$	37,807
Per balance sheet upon issuance				$	1,631	$	37,807

	Shares			Weighted Average Grant Date Fair Value Per Share
Non-vested at January 1, 2021		3,511		$	8.05
Granted		1,312			2.80
Vested		(660	)		5.50
Forfeited		(1,125	)		9.21
Non-vested at December 31, 2021		3,038		$	5.88

Standard		Description		Date of Adoption		Effect on our Consolidated Financial Statements or Other Significant Matters
ASU 2020-06, Accounting for Convertible Instruments and Contracts in Entity's Own Equity (Subtopic 815-40)		This standard requires entities to provide expanded disclosures about the terms and features of convertible instruments. For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed.		January 1, 2022		We adopted this standard using the modified retrospective approach, which did not have an effect on our Consolidated Financial Statements.

Name	Age		Position
Matthew K. Schatzman		56	Chairman and Chief Executive Officer
Brent E. Wahl ⁽¹⁾		52	Chief Financial Officer
Ivan Van der Walt ⁽²⁾		47	Chief Operating Officer
Vera de Gyarfas ⁽³⁾		55	General Counsel and Corporate Secretary

⁽¹⁾	On January 18, 2021, the Board appointed Brent Wahl as the Chief Financial Officer of the Company, effective February 1, 2021. Benjamin Atkins served as the Chief Financial Officer of the Company until such date.

⁽²⁾	On June 17, 2021, the Board appointed Ivan Van der Walt as Chief Operating Officer of the Company, effective July 1, 2021.

⁽³⁾	On June 17, 2021, the Board appointed Vera de Gyarfas as General Counsel and Corporate Secretary of the Company, effective July 12, 2021. Krysta De Lima served as General Counsel and Corporate Secretary until such date.

							Stock
Name	Year	Salary ($)			Bonus ($) ⁽¹⁾		Awards ($)			Total ($)
Matthew K. Schatzman	2021		636,458			715,000		7,851,228	⁽²⁾		9,202,686
Chairman and Chief Executive Officer	2020		581,479	⁽³⁾		—		—			581,479

Brent E. Wahl	2021		375,000			360,000		2,386,442	⁽⁴⁾		3,121,442
Chief Financial Officer

Ivan Van der Walt	2021		396,667			387,000		2,697,578	⁽⁵⁾		3,481,245
Chief Operating Officer

⁽¹⁾	Annual bonuses are paid in the first quarter following the applicable year of service.

⁽²⁾	The amount noted reflects the grant date fair value, based on the closing price of Company common stock on the date of grant, of (i) 123,500 shares that vest on the first anniversary of January 25, 2021, (ii) 225,800 RSUs (defined below) and (iii) 2,032,000 PSUs (defined below).

⁽³⁾	The amount noted reflects a voluntary ten percent reduction in base salary effective June 1, 2020 through the end of 2020 in connection with the 2019 novel coronavirus pandemic and its impact on the Company’s business and operating results.

⁽⁴⁾	The amount noted reflects the grant date fair value, based on the closing price of Company common stock on the date of grant, of (i) 32,000 shares that vest on the first anniversary of January 25, 2021, (ii) 50,000 shares that vest upon the FID Milestone, (iii) 65,600 RSUs (defined below) and (iv) 590,600 PSUs (defined below).

⁽⁵⁾	The amount noted reflects the grant date fair value, based on the closing price of Company common stock on the date of grant, of (i) 45,000 shares that vest in equal installments on the first, second and third anniversaries of January 4, 2021, (ii) 45,000 shares that vest upon the FID Milestone, (iii) 52,500 shares that vest on the first anniversary of January 25, 2021, (iv) 70,900 RSUs (defined below) and (iv) 637,900 PSUs (defined below).

Name	Number of shares or units of stock that have not vested (#)			Market value of shares or units of stock that have not vested ($) ⁽¹⁾		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)			Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) ⁽¹⁾
Matthew K. Schatzman		349,300	⁽²⁾		995,505		2,821,369	⁽³⁾		8,040,902
Brent E. Wahl		147,600	⁽⁴⁾		420,660		740,600	⁽⁵⁾		2,110,710
Ivan Van der Walt		168,400	⁽⁶⁾		479,940		730,900	⁽⁷⁾		2,083,065

⁽¹⁾	The market value of the unvested stock awards is based on the closing price of Common Stock on December 31, 2021 ($2.85).

⁽²⁾	Reflects the unvested portion of restricted stock or stock-based awards that vests as follows: (i) 123,500 shares vest on the first anniversary of January 25, 2021 and (ii) 225,800 RSUs that vest in three equal installments on the first, second and third anniversaries of August 2, 2021.

⁽³⁾	Reflects the unvested portion of the Restricted Incentive Stock that vests as follows: (i) 210,498 shares vest upon execution of one or more binding tolling or LNG sales and purchase agreements, with customary conditions precedent, providing for an aggregate of at least 3.825 million tons of LNG per annum (the “LNG SPA Milestone”) and (ii) 578,871 shares vest upon the affirmative vote of the Board to make a final investment decision on the Company's Rio Grande LNG project (the “FID Milestone”). Also reflects 2,032,000 PSUs that vest ratably over a three-year period beginning on the first anniversary of the occurrence of the FID Trigger or the Trading Price Triggers.

⁽⁴⁾	Reflects the unvested portion of a restricted stock award that vests as follows: (i) 50,000 shares vest on the third anniversary of June 17, 2019, (ii) 32,000 shares vest on the first anniversary of January 25, 2021 and (iii) 65,600 RSUs that vest in three equal installments on the first, second and third anniversaries of August 2, 2021.

⁽⁵⁾	Reflects the unvested portion of restricted stock awards that vests as follows: (i) 150,000 shares vest upon the FID Milestone and (ii) 590,600 PSUs that vest ratably over a three-year period beginning on the first anniversary of the occurrence of the FID Trigger or the Trading Price Triggers.

⁽⁶⁾	Reflects the unvested portion of a restricted stock award that vests as follows: (i) 45,000 shares vest in three equal installments on the first, second and third anniversaries of January 4, 2021, (ii) 52,500 shares vest on the first anniversary of January 25, 2021 and (iii) 70,900 RSUs that vest in three equal installments on the first, second and third anniversaries of August 2, 2021.

⁽⁷⁾	Reflects the unvested portion of the Restricted Incentive Stock that vests as follows: (i) 14,400 shares vest upon the LNG SPA Milestone, (ii) 78,600 shares vest upon the FID Milestone and (iii) 637,900 PSUs that vest ratably over a three-year period beginning on the first anniversary of the occurrence of the FID Trigger or the Trading Price Triggers.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity Compensation Plans Approved by Security Holders		7,153,500		—		3,371,834	⁽¹⁾
Equity Compensation Plans Not Approved by Security Holders		—		—		—
Total		7,153,500		—		3,371,834

Name	Fees Earned or paid in Cash ($)			Stock Awards ($)			Total ($)
Brian Belke		110,000	⁽¹⁾		120,002	⁽²⁾		230,002
Sir Frank Chapman		95,000	⁽³⁾		120,002	⁽²⁾		215,002
Edward Andrew Scoggins, Jr.		56,000	⁽⁴⁾		84,001	⁽⁵⁾		140,001
L. Spencer Wells		115,000	⁽⁶⁾		120,002	⁽²⁾		235,002

⁽¹⁾	The amount noted consists of (i) $80,000 paid as annual retainer fees, (ii) $15,000 paid for his service as the Chairman of the Compensation Committee, and (iii) $15,000 paid for his service as Chairman of the F&R Committee, all of which were earned and paid pursuant to the Company’s director compensation policy described below.

⁽²⁾	The amount noted reflects the grant date fair value, based on the closing price of Common Stock on the date of grant of $2.33 per share, of 51,503 restricted shares of Common Stock granted on January 31, 2021, which vested in four installments on March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021.

⁽³⁾	The amount noted consists of (i) $80,000 paid as annual retainer fees and (ii) $15,000 paid for his service as the Chairman of the Nominating and Governance Committee, all of which were earned and paid pursuant to the Company’s director compensation policy described below.

⁽⁴⁾	The amount noted consists of annual retainer fees, pro-rated for partial service during 2021, of which were earned and paid pursuant to the Company's director compensation policy described below.

⁽⁵⁾	The amount noted reflects the grant date fair value, based on the closing price of Common Stock on the date of grant of $2.03 per share, of 41,380 restricted shares of Common Stock granted on May 7, 2021, which vested in three installments on June 30, 2021, September 30, 2021 and December 31, 2021.

⁽⁶⁾	The amount noted consists of (i) $80,000 paid as annual retainer fees, (ii) $15,000 paid as ad hoc committee fees, and (iii) $20,000 paid for his service as Chairman of the Audit Committee, all of which were earned and paid pursuant to the Company’s director compensation policy described below.

	Shares of common stock beneficially owned()**			Percentage of common stock beneficially owned(%)			Shares of Series A Convertible Preferred Stock beneficially owned()**			Percentage of Series A Convertible Preferred Stock beneficially owned(%)			Shares of Series B Convertible Preferred Stock beneficially owned()**			Percentage of Series B Convertible Preferred Stock beneficially owned(%)			Shares of Series C Convertible Preferred Stock beneficially owned()**			Percentage of Series C Convertible Preferred Stock beneficially owned(%)
Name
Executive Officers and Directors:
Matthew K. Schatzman		1,189,779	⁽¹⁾		1.0	%		—			—	%		—			—	%		—			—	%
Brent E. Wahl		284,891	⁽²⁾		*	%		—			—	%		—			—	%		—			—	%
Ivan Van der Walt		256,253	⁽³⁾		*	%		—			—	%		—			—	%		—			—	%
Avinash Kripalani		—			—	%		—			—	%		—			—	%		—			—	%
William Vrattos		—			—	%		—			—	%		—			—	%		—			—	%
Brian Belke		258,365			*	%		—			—	%		—			—	%		—			—	%
L. Spencer Wells		186,834			*	%		—			—	%		—			—	%		—			—	%
Seokwon Ha		—			—	%		—			—	%		—			—	%		—			—	%
Khalifa Abdulla Al Romaithi		—			—	%		—			—	%		—			—	%		—			—	%
Sir Frank Chapman		196,029			*	%		—			—	%		—			—	%		—			—	%
Edward Andrew Scoggins, Jr.		95,679			*	%		—			—	%		—			—	%		—			—	%
All directors and executive officers as a group (11 persons)		2,467,830			2.0	%		—			—	%		—			—	%		—			—	%
5% Stockholders:
Ninteenth Investment Company		10,871,932	⁽⁴⁾		8.8	%		—			—	%		—			—	%		—			—	%
YCMGA Entities		54,337,479	⁽⁵⁾		44.0	%		15,152	⁽⁶⁾		20.0	%		6,933	⁽⁷⁾		9.6	%		13,409	⁽⁸⁾		24.5	%
Valinor Entities		14,737,363	⁽⁹⁾		11.9	%		5,181	⁽¹⁰⁾		6.8	%		6,932	⁽¹¹⁾		9.6	%		—			—	%
Bardin Hill Entities		9,594,203	⁽¹²⁾		7.8	%		2,486	⁽¹³⁾		3.2	%		4,564	⁽¹⁴⁾		6.2	%		2,793	⁽¹⁵⁾		5.1	%
HGC NEXT INV LLC ⁽¹⁶⁾		788,220			*	%		53,119	⁽¹⁷⁾		70.0	%		10,610	⁽¹⁷⁾		14.6	%		—			—	%
BlackRock, Inc. ⁽¹⁸⁾		1,780,803			1.4	%		—			—	%		43,517			60.0	%		—			—	%
Avenue Energy Opportunities Fund II, L.P. ⁽¹⁹⁾		—			—	%		—			—	%		—			—	%		16,813	⁽¹⁷⁾		30.8	%
OGCI Climate Investments Holding LLP ⁽²⁰⁾		—			—	%		—			—	%		—			—	%		11,110	⁽¹⁷⁾		20.4	%
TEP Next Decade, LLC ⁽²¹⁾		—			—	%		—			—	%		—			—	%		10,462	⁽¹⁷⁾		19.2	%

*	Indicates beneficial ownership of less than 1% of the total outstanding Common Stock.

**	“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the Exchange Act and includes more than typical forms of stock ownership, that is, stock held in the person’s name. The term also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or shares investment or voting power. For purposes of this table, shares of Common Stock not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days of March 22, 2022 are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed. Since the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the warrants issued together with the Series B Preferred Stock (the “Series B Warrants”), and the Series C Warrants are not convertible into, or exercisable for, Common Stock within 60 days of March 22, 2022, shares of Common Stock issuable upon such conversion or exercise are not reflected as beneficially owned by the respective principal stockholders in the table above.

⁽¹⁾	Includes 789,369 shares of restricted stock subject to performance-based vesting requirements issued under the 2017 Equity Plan.

⁽²⁾	Includes 50,000 shares of restricted stock subject to time-based vesting requirements and 150,000 shares of restricted stock subject to performance-based vesting requirements, in each case issued under the 2017 Equity Plan.

⁽³⁾	Includes 30,000 shares of restricted stock subject to time-based vesting requirements and 93,000 shares of restricted stock subject to performance-based vesting requirements, in each case issued under the 2017 Equity Plan.

⁽⁶⁾	Consists of 3,850 shares of Series A Preferred Stock held by York Credit Opportunities Investments Master Fund, L.P.; 770 shares of Series A Preferred Stock held by York European Distressed Credit Fund II, L.P.; 4,137 shares of Series A Preferred Stock held by York Multi-Strategy Master Fund, L.P.; 3,580 shares of Series A Preferred Stock held by York Credit Opportunities Fund, L.P.; and 2,815 shares of Series A Preferred Stock held by York Capital Management, L.P. None of such shares are convertible into shares of Common Stock within 60 days of March 22, 2022.

⁽⁷⁾	Consists of 2,309 shares of Series B Preferred Stock held by York Tactical and 4,624 shares of Series B Preferred Stock held by York Tactical PIV (together with York Tactical, the “York Tactical Energy Funds”). None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽⁸⁾	Consists of 2,235 shares of Series C Preferred Stock held by York European Distressed Credit Fund II, L.P.; 963 shares of Series C Preferred Stock held by York Capital Management, L.P.; 1,563 shares of Series C Preferred Stock held by York Credit Opportunities Fund, L.P.; 1,787 shares of Series C Preferred Stock held by York Credit Opportunities Investment Master Fund, L.P.; 1,270 shares of Series C Preferred Stock held by York Multi-Strategy Master Fund, L.P.; 1,863 shares of Series C Preferred Stock held by York Tactical; and 3,728 shares of Series C Preferred Stock held by York Tactical PIV. None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽⁹⁾	Consists of 10,904,733 shares of Common Stock held by Valinor Capital Partners Offshore Master Fund, L.P. (“Valinor Offshore Master”) and 3,832,630 shares of Common Stock held by Valinor Capital Partners, L.P. (“Valinor Capital” and, together with Valinor Offshore Master, the “Valinor Entities”). Valinor serves as investment manager to each of the Valinor Entities. David Gallo is the Founder, Managing Partner, and Portfolio Manager of Valinor and is the managing member of Valinor Associates, LLC (“Valinor Associates”), which serves as general partner to Valinor Capital Partners, L.P. and Valinor Capital Partners Offshore Master Fund, L.P.. Each of Valinor Management, Valinor Associates and David Gallo may be deemed to beneficially own the securities held by such fund and each of Valinor Management, Valinor Associates and David Gallo disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest. The business address of the Valinor Entities is 510 Madison Avenue, 25th Floor, New York, NY 10022.

⁽¹⁰⁾	Consists of 3,836 shares of Series A Preferred Stock held by Valinor Capital Partners Offshore Master Fund, L.P. and 1,345 shares of Series A Preferred Stock held by Valinor Capital Partners, L.P. None of such shares are convertible into shares of Common Stock within 60 days of March 22, 2022.

⁽¹¹⁾	Consists of 5,134 shares of Series B Preferred Stock held by Valinor Capital Partners Offshore Master Fund, L.P. and 1,798 shares of Series B Preferred Stock held by Valinor Capital Partners, L.P. None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽¹²⁾	Consists of 332,852 shares of Common Stock held by Bardin Hill Event-Driven Master Fund LP; 4,113,065 shares of Common Stock held by HCN L.P.; 658,259 shares of Common Stock held by First Series of HDML Fund I LLC (“First Series HDML” and, together with Bardin Hill Event-Driven and First Series HDM, the “Bardin Hill Series B Purchasers”); 2,641,178 shares of Common Stock held by Halcyon Mount Bonnell Fund LP (“Halcyon Mount Bonnell”); and 1,741,349 shares of Common Stock held by Halcyon Energy, Power, and Infrastructure Capital Holdings LLC (together with the Bardin Hill Series B Purchasers and Halcyon Mount Bonnell, the “Bardin Hill Entities”). Beneficial ownership includes 107,500 shares of Common Stock issuable upon exercise of warrants held by Bardin Hill Event-Driven Master Fund LP. Bardin Hill serves as the investment manager to each of the Bardin Hill Entities. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason Dillow, Kevah Konner, John Greene and Pratik Desai, each of whom has individual decision-making authority. Jason Dillow is the Chief Executive Officer and Chief Investment Officer of Bardin Hill. Each of Bardin Hill, HCN GP LLC (in the case of HCN LP), Bardin Hill Fund GP LLC (in the case of Bardin Hill Event-Driven Master Fund LP, First Series of HDML Fund I LLC and Halcyon Mount Bonnell Fund LP), Jason Dillow, Kevah Konner, John Greene and Pratik Desai may be deemed to beneficially own the securities held by such Bardin Hill Entity and each of Bardin Hill, HCN GP LLC, Bardin Hill Fund GP LLC, Jason Dillow, Kevah Konner, John Greene and Pratik Desai disclaims beneficial ownership of the reported securities, except to the extent of its or his pecuniary interest. The business address of the Bardin Hill Entities is 299 Park Avenue, 24th Floor, New York, NY 10171.

⁽¹³⁾	Consists of 710 shares of Series A Preferred Stock held by First Series of HDML Fund I LLC; 224 shares of Series A Preferred Stock held by Bardin Hill Event-Driven Master Fund LP; and 1,552 shares of Series A Preferred Stock held by HCN L.P. None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽¹⁴⁾	Consists of 2,772 shares of Series B Preferred Stock held by First Series of HDML Fund I LLC; 244 shares of Series B Preferred Stock held by Bardin Hill Event-Driven Master Fund LP; and 1,548 shares of Series B Preferred Stock held by HCN L.P. None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽¹⁵⁾	Consists of 255 shares of Series C Preferred Stock held by Bardin Hill Event-Driven Master Fund LP and 2,538 shares of Series C Preferred Stock held by HCN L.P. None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽¹⁶⁾	HGC is a Delaware limited liability company. Haeyoung Lee is the sole Manager and the President of HGC and may be deemed to have voting and investment power over the shares held by HGC. HGC’s address is 300 Frank W. Burr Blvd., Suite 52, Teaneck, New Jersey 07666.

⁽¹⁷⁾	None of such shares are convertible into shares of Common Stock by the holder within 60 days of March 22, 2022.

⁽¹⁹⁾	Avenue Capital Management II, L.P., in its capacity as investment manager, trading advisor, and/or general partner, may be deemed the beneficial owners of the shares held by Avenue Energy Opportunities Fund II, L.P. Avenue Capital Management II GenPar, LLC is the general partner of Avenue Capital Management II, L.P. Marc Lasry is the managing member of Avenue Capital Management II GenPar, LLC. Mr. Lasry may be deemed to be the indirect beneficial owner of the securities reported by the Avenue Energy Opportunities Fund II, L.P. by reason of his ability to direct the vote and/or disposition of such securities, and his pecuniary interest in such shares (within the meaning of Rule 16a-1(a)(2) under the Exchange Act) is a fractional interest in such amount. Mr. Lasry disclaims beneficial ownership of such shares. The address of Avenue Energy Opportunities Fund II, L.P. is 11 West 42nd Street, 9th Floor, New York, NY 10036.

⁽²⁰⁾	The registered holder of the referenced shares is OGCI. OGCI Climate Investments LLP, a limited liability partnership organized under the laws of England and Wales (“OGCI Parent”), controls OGCI by ownership of more than 99% of its equity and the ability to direct its management, including investment decisions. Pratima Rangarajan, in her capacity as CEO of OGCI and of OGCI Parent, exercises control over certain of their voting and investment decisions, including with respect to the referenced shares. Accordingly, OGCI Parent and Ms. Rangarajan may each be deemed to have shared voting and investment power over, and beneficial ownership (as defined by SEC Rule 13d–3 under the Exchange Act) of, the referenced shares held by OGCI. The address of each of OGCI, OGCI Parent and Ms. Rangarajan is 11-12 St. James’s Square, London SW1Y 4LB, United Kingdom.

⁽²¹⁾	TEP Next Decade, LLC (“TEP Next Decade”) is a Delaware limited liability company. TEP Next Decade is an affiliate of Energy & Power Transition Partners, LLC (“EPTP”) and EPTP may be deemed to have voting and investment power over the shares held by TEP Next Decade. TEP Next Decade’s address is 321 N. Clark Street, Suite 2440, Chicago, IL 60654.

	Year Ended December 31,
	2021		2020
Audit fees ⁽¹⁾	$	375,000	$	220,000
Audit-related fees		—		—
Tax fees		—		—
Other fees		—		—
Total	$	375,000	$	220,000

Exhibit No.		Description
3.1⁽¹⁾		Second Amended and Restated Certificate of Incorporation of NextDecade Corporation, dated July 24, 2017
3.2⁽²⁾		Amended and Restated Bylaws of NextDecade Corporation, dated July 24, 2017
3.3⁽³⁾		Certificate of Designations of Series A Convertible Preferred Stock, dated August 9, 2018
3.4⁽⁴⁾		Certificate of Designations of Series B Convertible Preferred Stock, dated September 28, 2018
3.5⁽⁵⁾		Certificate of Designations of Series C Convertible Preferred Stock dated March 17, 2021
3.6⁽⁶⁾		Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock, dated July 12, 2019
3.7⁽⁷⁾		Certificate of Amendment to Certificate of Designations of Series B Convertible Preferred Stock, dated July 12, 2019
3.8⁽⁸⁾		Certificate of Increase to Certificate of Designations of Series A Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019
3.9⁽⁹⁾		Certificate of Increase to Certificate of Designations of Series B Convertible Preferred Stock of NextDecade Corporation, dated July 15, 2019
3.10⁽¹⁰⁾		Amendment No. 1 to the Amended and Restated Bylaws of NextDecade Corporation, dated March 3, 2021
4.1⁽¹¹⁾		Specimen Common Share Certificate
4.2⁽¹²⁾		Specimen IPO Warrant Certificate
4.3⁽¹³⁾		Form of Warrant Agreement between Harmony Merger Corp. and Continental Stock Transfer & Trust Company
4.4⁽¹⁴⁾		Form of Warrant Agreement for the Series A Warrants
4.5⁽¹⁵⁾		Form of Warrant Agreement for the Series B Warrants
4.6⁽¹⁶⁾		Form of Warrant Agreement for the Series C Warrants
4.7⁽¹⁷⁾		Description of Common Stock of NextDecade Corporation Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10.1^(18)†		Employment Agreement, dated September 8, 2017, between NextDecade Corporation and Matthew K. Schatzman
10.2^(19)†		NextDecade Corporation 2017 Omnibus Incentive Plan
10.3^(20)†		Form of Restricted Stock Award Agreement

10.4⁽²¹⁾		Form of Registration Rights Agreement for purchasers of Series A Preferred Stock
10.5⁽²²⁾		Purchaser Rights Agreement by and between NextDecade Corporation and HGC NEXT INV LLC
10.6⁽²³⁾		Form of Registration Rights Agreement for purchasers of Series B Preferred Stock
10.7⁽²⁴⁾		Form of Purchaser Rights Agreement for purchasers of Series B Preferred Stock
10.8⁽²⁵⁾		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
10.9⁽²⁶⁾		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
10.10⁽²⁷⁾		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 it manages
10.11^(28)†		Amendment No. 1 to Employment Agreement, effective January 1, 2019, by and between NextDecade Corporation and Matthew K. Schatzman
10.12⁽²⁹⁾⁺		Lease Agreement, made and entered into March 6, 2019, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC
10.13⁽³⁰⁾⁺		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
10.14⁽³¹⁾⁺		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
10.15^(32)†		Form of Non-Affiliate Director Restricted Stock Award Agreement
10.16⁽³³⁾		Purchaser Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company
10.17⁽³⁴⁾		Registration Rights Agreement, dated October 28, 2019, by and between NextDecade Corporation and Ninteenth Investment Company
10.18^(35)†		Director Compensation Policy
10.19⁽³⁶⁾⁺		Omnibus Agreement, entered into as of February 13, 2020, between NextDecade LNG, LLC and Spectra Energy Transmission II, LLC.
10.20⁽³⁷⁾⁺		Precedent Agreement for Firm Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Rio Bravo Pipeline Company, LLC.
10.21⁽³⁸⁾⁺		Precedent Agreement for Natural Gas Transportation Service, made and entered into as of March 2, 2020, by and between Rio Grande LNG Gas Supply LLC and Valley Crossing Pipeline, LLC.
10.22⁽³⁹⁾		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.
10.23⁽⁴⁰⁾⁺		First Amendment to the Fixed Priced 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.
10.24⁽⁴¹⁾⁺		First Amendment to the Fixed Priced 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.
10.25⁽⁴²⁾		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.
10.26⁽⁴³⁾		Second Amendment to the Fixed Priced 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.
10.27^(44)†		Amendment No. 2 to Employment Agreement, dated June 2, 2021, by and between NextDecade Corporation and Matthew K. Schatzman
10.28⁽⁴⁵⁾		Third 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 March 5, 2021, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc.
10.29⁽⁴⁶⁾		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.
10.30⁽⁴⁷⁾		Form of Series C Convertible Preferred Stock Purchase Agreement, dated as of March 17, 2021
10.31⁽⁴⁸⁾		Form of Registration Rights Agreement for purchasers of Series C Preferred Stock
10.32*^†		Form of time-based restricted stock unit agreement
10.33*^†		Form of performance-based restricted stock unit agreement

21.1*		Subsidiaries of the Company
23.1*		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.
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.