Key Takeaways NEXT signs $9 billion in EPC contracts with Bechtel to build Train 4 and Train 5 at Rio Grande LNG. The $4.77 billion Train 4 deal and $4.32 billion Train 5 deal include fixed pricing through Sept. 15, 2025. NEXT aims to reach FID on Train 4 before pricing validity ends and advances supply deals for Train 5.NextDecade Corporation (NEXT) , a U.S.-based liquefied natural gas producer, announced that it has finalized contracts with Bechtel Energy for the construction of Train 4 and Train 5 at i ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: For the transition period from to Commission File No. 001-368 ...

NextDecade Corporation (NEXT) recently inked a long-term liquefied natural gas (LNG) supply agreement with TotalEnergies Gas & Power North America, a subsidiary of TotalEnergies SE (TTE) . Per the terms of the agreement, TotalEnergies will purchase 1.5 million tons per annum (MTPA) of LNG for 20 years on a free-on-board basis at a price indexed to the Henry Hub’s benchmark price.Since TotalEnergies has been a major contributor to the success of Rio Grande LNG Phase 1, NEXT is pleased to expand its partnersh ...

Group 1 - NextDecade Corporation (NEXT) has signed a 20-year sale and purchase agreement with Aramco for 1.2 million tons per annum (mtpa) of liquefied natural gas (LNG) from its Rio Grande LNG Facility, with pricing linked to the Henry Hub benchmark [1] - The Rio Grande LNG project is the largest privately funded LNG project in Texas, strategically located near the Permian Basin and Eagle Ford shale, ensuring a reliable natural gas supply [2] - The project is expected to provide enough energy to heat and cool nearly 34 million U.S. households annually once fully operational [2] Group 2 - Construction of Phase 1 of the Rio Grande LNG project is underway, with a non-binding agreement with Aramco finalized in June 2024 for LNG from Train 4 [3] - The project has faced environmental and legal challenges, but recent legal clearances allow construction to proceed without further roadblocks [4] - The deal with Aramco underscores the commercial viability and infrastructure readiness of Train 4, validating the project's quality [5] Group 3 - The path to a Final Investment Decision (FID) for Train 4 involves securing additional commercial agreements and capital, with Aramco's commitment enhancing the project's prospects [6] - NextDecade plans to finalize an engineering, procurement, and construction contract for Train 5 in 2025, with further expansions for Trains 6, 7, and 8 in the pipeline [7] - The Rio Grande LNG facility is positioned to become a major global LNG hub, reflecting its strategic importance in the energy sector [7]

Core Viewpoint - NextDecade Corporation has received a favorable ruling from the U.S. Court of Appeals for the D.C. Circuit, allowing the Rio Grande LNG project to proceed without legal obstacles, which is crucial for its future development [1][2]. Legal Challenges - In August 2024, the U.S. Court of Appeals revoked the permit for the Rio Grande LNG project, following a case filed by environmental groups arguing that FERC did not adequately assess the project's environmental impact [3]. Project Overview - The Rio Grande LNG project is the largest privately funded LNG project in Texas, located on a 984-acre site at the Port of Brownsville, benefiting from proximity to the Permian Basin and Eagle Ford shale, ensuring a steady natural gas supply [4]. - Once fully operational, the project will have the capacity to provide energy to nearly 34 million U.S. households annually [4]. Commercialization and Expansion Plans - Construction of Phase 1 is underway, with long-term LNG sale agreements secured with ADNOC and Aramco, and TotalEnergies expected to exercise its LNG purchase option [5]. - Plans for further expansion include pre-filing for Train 6 in 2025 and full application filing in early 2026, with development for Trains 7 and 8 also in progress [6]. Commitment to Sustainability - The Rio Grande LNG project aims to reduce emissions by over 90% through a proposed carbon capture and storage initiative, targeting the capture and storage of more than 5 million metric tons of CO2 annually [7]. Company Ranking - NextDecade Corporation currently holds a Zacks Rank 2 (Buy), indicating a positive outlook in the market [8].

Regulatory and Legal Challenges - The D.C. Circuit Court of Appeals vacated the FERC reauthorization for the siting, construction, and operation of the Rio Grande LNG Facility on August 6, 2024, which may lead to increased costs and delays in Phase 1 completion [137]. - The company is required to maintain governmental approvals for the Rio Grande LNG Facility, and failure to do so could adversely affect its business and financial condition [138]. - The company faces uncertainties regarding the ability to obtain and maintain necessary governmental permits, which could materially impact its operations and financial results [139]. - Future changes in legislation and regulations related to LNG import/export and emissions could impose additional costs and delays on the Rio Grande LNG Facility [145]. - The company is engaged in active resolution of legal challenges to maintain its permits, but there is no guarantee of success or timely resolution [137]. Financial Condition and Capital Structure - The company has approximately $370.5 million in federal net operating loss (NOL) carryforwards, with about $26.1 million set to expire between 2034 and 2038 [149]. - The company may not be able to utilize future federal income tax credits, which could affect its financial condition [148]. - The market price of the company's common stock has experienced significant volatility, which may continue to affect investor sentiment and financial stability [152]. - The company may seek additional capital through public or private offerings, which could dilute existing stockholders' ownership interests [154]. - As of February 20, 2025, large stockholders, including affiliates of TotalEnergies SE, own approximately 45% of the combined voting power of the company's outstanding shares of common stock [156]. - The concentration of stock ownership among large stockholders may adversely affect the market value of the company's common stock due to perceived conflicts of interest [156]. - The company has the ability to issue additional shares of common and preferred stock, which could lead to dilution for existing shareholders [155]. Environmental and Compliance Risks - The construction and operation of the Rio Grande LNG Facility are subject to extensive environmental regulations, which could result in significant compliance costs and liabilities [141]. - The company may incur additional costs to comply with evolving ESG regulations and face potential litigation related to these matters [165]. - The company faces risks related to climate change and ESG matters, which could impact negotiations with customers and affect stock price [163]. Market and Geopolitical Factors - The ongoing Russia-Ukraine conflict and geopolitical tensions may adversely affect the company's financial condition, operating results, and ability to raise capital [169]. - Continued volatility in natural gas prices could adversely affect the business and customers [175]. - Instability in financial markets due to terrorism or military conflicts may materially affect capital raising capabilities [175]. Cybersecurity and Operational Risks - Cyberattacks targeting the company's systems could lead to significant operational disruptions and financial losses [173]. - Increased governmental scrutiny may lead to additional security measures at significant incremental costs [175]. Shareholder and Mergers & Acquisitions - Provisions in the company's charter documents may discourage or prevent beneficial mergers or acquisitions, impacting shareholder interests [160]. - The 2022 Warrants represent the right to acquire approximately 0.15% of all outstanding shares of common stock, with a strike price of $0.01 per share [157]. - The 2024 Warrants, issued on December 31, 2024, are exercisable for approximately 7.2 million shares of common stock at prices of $7.15 and $9.30 per share [158].

Core Viewpoint - NextDecade (NEXT) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive trend in earnings estimates which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Impact - The Zacks rating system is based on changes in earnings estimates, which are strongly correlated with near-term stock price movements [4][6]. - Institutional investors often rely on earnings estimates to determine the fair value of stocks, leading to significant price movements based on their buying or selling actions [4]. Company Performance and Outlook - The upgrade reflects an improvement in NextDecade's underlying business, suggesting that investors may respond positively by driving the stock price higher [5]. - NextDecade is projected to earn -$0.63 per share for the fiscal year ending December 2024, representing a year-over-year change of 54% [8]. - Over the past three months, the Zacks Consensus Estimate for NextDecade has increased by 0.5%, indicating a positive trend in earnings estimates [8]. Zacks Rank System - The Zacks Rank system classifies stocks into five groups based on earnings estimates, with a strong historical performance, particularly for Zacks Rank 1 stocks which have generated an average annual return of +25% since 1988 [7]. - The upgrade to Zacks Rank 2 places NextDecade in the top 20% of Zacks-covered stocks, suggesting potential for market-beating returns in the near term [10].

Core Viewpoint - NextDecade Corporation has withdrawn its application for the carbon capture and sequestration project at its Rio Grande LNG facility following a court ruling that negated the project's approval by the Federal Energy Regulatory Commission [1][3] Group 1: Project Withdrawal and Regulatory Context - NextDecade's subsidiary, Rio Grande LNG, LLC, has requested the Federal Energy Regulatory Commission to discontinue the review process for the carbon capture project, citing insufficient development [2] - The withdrawal comes after a D.C. Circuit Court ruling that overturned FERC's approval for the LNG export project [1][3] Group 2: Commitment to Carbon Capture Technology - Despite the withdrawal, NextDecade remains committed to developing carbon capture technology and aims to reduce costs, which could support companies in achieving clean energy targets [2] - The company had planned to capture at least 90% of carbon emissions from the facility, which would allow it to benefit from valuable 45Q tax credits [4] Group 3: Environmental Impact and Opposition - NextDecade's plan to capture 5 million tons of carbon dioxide annually represents only a 3% reduction in the project's estimated climate impact of nearly 163 million tons of carbon dioxide equivalent per year [5] - Environmental groups have expressed dissatisfaction with the company's proposal to add a carbon capture project, questioning its commitment to reducing CO2 emissions [4][5] Group 4: Financial Context and Market Position - NextDecade recently signed a $4.3 billion contract with Bechtel for the fourth train at the LNG facility, indicating ongoing investment in the project despite regulatory challenges [3] - The company currently holds a Zacks Rank of 3 (Hold), while other energy sector stocks like SM Energy, Northern Oil and Gas, and MPLX LP have better rankings [6]

Project Development and Construction - The Rio Grande LNG Facility is authorized to export up to 27 million tonnes per annum (MTPA) from five liquefaction trains, with three trains currently under construction[45]. - As of June 2024, the overall project completion percentage for Trains 1 and 2 was 24.1%, with engineering at 66.4% complete and procurement at 45.4% complete[47]. - The overall project completion percentage for Train 3 was 7.8% as of June 2024, indicating progress in line with the EPC contract schedule[47]. - The EPC contract for Train 4 and related infrastructure is valued at approximately $4.3 billion, with price validity extending through December 31, 2024[48]. - The Rio Bravo Pipeline will provide access to natural gas supplies and is expected to be completed before commissioning of Train 1[6]. - The commercial operation date for the first train of Phase 1 is expected in late 2027, indicating a long-term capital requirement for future phases of development[70]. Financial Performance and Capital Structure - In June 2024, the Company issued $1.115 billion of senior secured notes to reduce outstanding borrowings, with a fixed interest rate of 6.58% and a final maturity in September 2047[47]. - The Company has refinanced over $1.85 billion of the original $11.1 billion Rio Grande term loan facilities since the positive FID on Phase 1 in July 2023[48]. - The average fixed fees under the Phase 1 SPAs are expected to total approximately $1.8 billion annually, unadjusted for inflation[4]. - Rio Grande LNG Facility Phase 1 has secured approximately $6.2 billion in equity capital commitments and $11.6 billion in senior secured non-recourse bank credit facilities, with total estimated costs of $18.0 billion[69]. - Financing cash inflows for the six months ended June 30, 2024, were $1,305.7 million, significantly higher than $74.9 million in the same period of 2023, driven by proceeds from borrowings and equity commitments[75]. Sales Agreements and Contracts - The Company entered into a 20-year LNG Sale and Purchase Agreement (SPA) with ADNOC for 1.9 MTPA of LNG from Train 4, subject to a positive final investment decision (FID)[48]. - Rio Grande has signed long-term LNG SPAs with nine counterparties for a total of approximately 16.2 MTPA, representing over 90% of Phase 1's expected production capacity[3]. - A positive final investment decision for Train 4 is anticipated, with an LNG SPA for 1.9 MTPA already signed with ADNOC[7]. Cash Flow and Expenses - Operating cash outflows for the six months ended June 30, 2024, were $22.8 million, a decrease from $41.2 million in the same period of 2023, primarily due to cash received from derivative settlements[73]. - Investing cash outflows surged to $1,374.3 million for the six months ended June 30, 2024, compared to $56.5 million in the same period of 2023, mainly due to construction costs for Phase 1 of the Rio Grande LNG Facility[74]. - General and administrative expenses increased by approximately $7.1 million for the three months ended June 30, 2024, compared to the same period in 2023, mainly due to higher professional fees and employee costs[77]. Net Loss and Derivative Gains - Net loss attributable to common stockholders for the three months ended June 30, 2024, was $32.6 million, or $(0.13) per share, compared to a net loss of $127.0 million, or $(0.84) per share, for the same period in 2023[77]. - The company reported a net loss attributable to common stockholders of $4.2 million, or $(0.02) per share, for the six months ended June 30, 2024, compared to a net loss of $161.1 million, or $(1.08) per share, for the same period in 2023[77]. - Derivative gain for the three months ended June 30, 2024, was $109.1 million, primarily due to an increase in forward SOFR rates and cash received from derivative settlements[77]. Sustainability Initiatives - The company is developing a carbon capture and storage (CCS) project at the Rio Grande LNG Facility to enhance sustainability and reduce greenhouse gas emissions[45]. - The company is developing a diversified natural gas feedstock sourcing strategy to mitigate risk across multiple contracts and pricing hubs[10]. Regulatory and Legal Matters - The U.S. Court of Appeals for the D.C. Circuit vacated the FERC remand authorization for the Rio Grande LNG Facility, but construction continues while the Company assesses its options[48]. Going Concern - The company has substantial doubt about its ability to continue as a going concern within one year, with cash and cash equivalents of $38.1 million and available commitments under a revolving loan facility of $26.2 million as of June 30, 2024[70].

Core Viewpoint - NextDecade Corporation's Rio Grande LNG project in Texas faces significant setbacks after a U.S. Court of Appeals revoked the permit issued by FERC, leading to a sharp decline in the company's share price [1]. Regulatory and Legal Context - A lawsuit was filed by the Sierra Club and other parties against FERC, arguing that the environmental impact of the Rio Grande LNG project was not properly assessed as required by the National Environmental Policy Act and the Natural Gas Act [2]. - The court ruled that FERC should have issued a supplemental environmental impact statement during the remand process, siding with the arguments presented by the plaintiffs [2]. Company Response and Project Status - NextDecade expressed disappointment with the court's decision and is currently reviewing its options [4]. - Despite the legal challenges, construction for Phase 1 of the Rio Grande LNG facility continues, with completion expected by early 2029 [5]. - The company is concerned about the impact of the court's ruling on the timeline for the Final Investment Decision (FID) for Train 4, which was initially targeted for the second half of 2024 [5]. Financial Aspects - The estimated construction cost for Train 4 and its associated infrastructure is projected to be between $6 billion and $6.2 billion, consistent with the costs for the three trains in Phase 1 [6]. - NextDecade awarded a $4.3 billion engineering, procurement, and construction contract to Bechtel Energy Inc. for Train 4 just before the court's ruling [4]. Strategic Partnerships - Earlier in 2024, ADNOC acquired an 11.7% stake in Phase 1 of the Rio Grande LNG project and signed a 20-year offtake agreement for LNG from Train 4 [7]. - Saudi Aramco entered into a non-binding agreement with NextDecade for a 20-year LNG offtake deal, agreeing to purchase 1.2 million tons per annum from Train 4 [7].