Key Takeaways TotalEnergies and GIP commit $1.8B to fund Train 4 at NEXT's Rio Grande LNG in Brownsville.TotalEnergies takes 10% of Train 4, while GIP invests $1.5B for a 50% stake.Train 4 and Train 5 could add 10.8 mtpa capacity, boosting U.S. LNG export strength.NextDecade Corporation (NEXT) , a U.S.-based liquefied natural gas (LNG) company, announced that it has secured a commitment of $1.8 billion toward the expansion of the Rio Grande LNG plant near Brownsville, TX. In a regulatory filing, the company ...

Part I. Financial Information [Item 1. Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The company reported a **$149.7 million** net loss for H1 2025, driven by derivative losses, alongside increased assets and liabilities from LNG facility construction [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $158,537 | $148,137 | | Property, plant and equipment, net | $6,589,331 | $5,020,003 | | **Total assets** | **$7,864,850** | **$6,404,059** | | **Liabilities & Equity** | | | | Total current liabilities | $683,884 | $595,084 | | Debt, net | $5,170,547 | $3,920,425 | | **Total liabilities** | **$5,999,326** | **$4,659,673** | | Total stockholders' equity | $260,480 | $377,641 | | Non-controlling interest | $1,605,044 | $1,366,745 | | **Total equity** | **$1,865,524** | **$1,744,386** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) - The company is in a pre-revenue stage, reporting no revenues for the periods presented[16](index=16&type=chunk) Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total operating loss | $(56,268) | $(39,534) | $(108,184) | $(77,651) | | Derivative gain (loss) | $25,157 | $109,067 | $(143,543) | $367,939 | | Interest expense, net | $(28,833) | $(26,030) | $(56,038) | $(51,509) | | Net loss attributable to common stockholders | $(60,867) | $(32,576) | $(149,672) | $(4,230) | | Net loss per common share — basic and diluted | $(0.23) | $(0.13) | $(0.57) | $(0.02) | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Cash Flow Summary (in thousands) | Cash Flow Category | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(72,722) | $(22,838) | | Net cash used in investing activities | $(1,531,338) | $(1,374,290) | | Net cash provided by financing activities | $1,668,337 | $1,305,729 | | Net increase (decrease) in cash | $64,277 | $(91,399) | | Cash, cash equivalents and restricted cash – end of period | $457,039 | $203,079 | - Investing activities primarily consisted of **$1.5 billion** in acquisitions for property, plant, and equipment related to the Rio Grande LNG Facility construction. Financing activities were driven by **$1.29 billion** in proceeds from debt issuance and **$412.7 million** from equity commitments[21](index=21&type=chunk) [Notes to Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - The company is constructing the Rio Grande LNG Facility, with Phase 1 (three trains) under construction. Train 4 is commercialized and progressing toward a Final Investment Decision (FID), and Train 5 is also being commercialized[23](index=23&type=chunk) - Total net property, plant, and equipment increased to **$6.59 billion** as of June 30, 2025, from **$5.02 billion** at year-end 2024, reflecting the ongoing construction of the Rio Grande LNG Facility[27](index=27&type=chunk) - Total debt, net of unamortized costs, increased to **$5.17 billion** from **$3.92 billion** at year-end 2024, primarily due to draws on credit facilities to fund construction[34](index=34&type=chunk) - In July 2025, a subsidiary began entering into contingent interest rate swaps to hedge expected floating-rate payments for the financing of Train 4 construction[61](index=61&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Significant progress on Rio Grande LNG facility construction and commercial agreements for future trains, with a widened net loss of **$149.7 million** due to derivative impacts [Overview of Business and Significant Developments](index=18&type=section&id=Overview%20of%20Business%20and%20Significant%20Developments) - As of June 2025, construction progress for the Rio Grande LNG Facility was on schedule: - Trains 1 & 2 and common facilities: **48.3% complete** - Train 3: **22.7% complete**[73](index=73&type=chunk) - The company is expanding beyond the first five trains, developing Trains 6-8 which are expected to add approximately **18 MTPA** of liquefaction capacity. A FERC pre-filing for Train 6 is expected in 2025[73](index=73&type=chunk) - Key commercial agreements were signed to support future trains: - **Train 4:** A 20-year, **1.2 MTPA** SPA with Saudi Aramco and a 20-year, **1.5 MTPA** SPA with TotalEnergies - **Train 5:** A 20-year, **2.0 MTPA** SPA with JERA[73](index=73&type=chunk) - In May 2025, the company amended its senior secured loan to increase the principal by **$50 million** to a total of **$225 million**, with proceeds used for working capital and pre-FID expenses for Trains 4 and 5[73](index=73&type=chunk)[74](index=74&type=chunk) [Rio Grande LNG Facility Activity](index=20&type=section&id=Rio%20Grande%20LNG%20Facility%20Activity) - Total expected capital costs for Phase 1 (Trains 1-3) are estimated to be approximately **$18.0 billion**, covering EPC, owner's costs, contingencies, and financing[87](index=87&type=chunk) - For Phase 1, Rio Grande has secured long-term SPAs for approximately **16.2 MTPA** of LNG with a weighted average term of **19.2 years**, expected to generate approximately **$1.8 billion** in average annual fixed fees[83](index=83&type=chunk)[84](index=84&type=chunk) - The company is targeting a positive FID on Train 4 by mid-September 2025, subject to obtaining adequate financing. The financing process was launched in June 2025[92](index=92&type=chunk)[95](index=95&type=chunk) - Train 5 is also progressing toward an FID targeted by mid-September 2025, contingent on securing sufficient commercial support and financing[96](index=96&type=chunk)[99](index=99&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) - NextDecade and its subsidiary Rio Grande operate with independent capital structures. Cash at the Rio Grande level is restricted to funding Phase 1 obligations and is not available for NextDecade's corporate obligations[106](index=106&type=chunk) - Phase 1 is funded by approximately **$6.2 billion** in equity capital commitments and **$11.6 billion** in senior secured non-recourse bank credit facilities[107](index=107&type=chunk) - As of June 30, 2025, NextDecade Corporation's capital resources consist of approximately **$158.5 million** in cash and cash equivalents[111](index=111&type=chunk) - The company does not expect to generate significant cash flow from operations until the first train of Phase 1 becomes operational, which is anticipated in late 2027[110](index=110&type=chunk)[112](index=112&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Comparison of Results of Operations (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | General and administrative expense | $52,049 | $33,902 | $96,991 | $66,407 | | Total operating loss | $(56,268) | $(39,534) | $(108,184) | $(77,651) | | Derivative gain (loss) | $25,157 | $109,067 | $(143,543) | $367,939 | | Net loss attributable to common stockholders | $(60,867) | $(32,576) | $(149,672) | $(4,230) | - The net loss for the six months ended June 30, 2025, increased by **$145.4 million** compared to the same period in 2024. This was primarily driven by a **$511.5 million** decrease in unrealized derivative gains and a **$30.6 million** increase in G&A expenses due to increased headcount[119](index=119&type=chunk)[123](index=123&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures for this period - As a smaller reporting company, NextDecade is exempt from providing quantitative and qualitative disclosures about market risk for this reporting period[120](index=120&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of June 30, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[121](index=121&type=chunk) - No material changes were made to the internal control over financial reporting during the most recent fiscal quarter[122](index=122&type=chunk) Part II. Other Information [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings during the period - As of the reporting date, there were no legal proceedings to disclose[125](index=125&type=chunk) [Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the last Annual Report on Form 10-K - No material changes to risk factors were reported since the last Annual Report on Form 10-K[126](index=126&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased shares for employee tax liabilities on vested stock awards, not as part of a publicly announced plan - During the three months ended June 30, 2025, the company repurchased **6,839 shares** of common stock. These were shares surrendered by employees to settle tax liabilities on vested restricted stock awards[127](index=127&type=chunk) [Other Information](index=27&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 trading plans were adopted or terminated by directors or executive officers during the quarter - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the quarter[130](index=130&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) Key exhibits filed include EPC agreements for Trains 4 and 5, credit agreement amendments, and CEO/CFO certifications - Key exhibits filed include: - EPC agreement for Train 4 and Train 5 with Bechtel Energy Inc. - First Amendment to the Credit Agreement with Rio Grande LNG Super Holdings, LLC. - CEO and CFO certifications pursuant to the Sarbanes-Oxley Act[131](index=131&type=chunk)

数据显示，NextDecade(NEXT.US)、Venture Global(VG.US)和Cheniere Energy(LNG.US)股价均涨超5%， Expand Energy(EXE.US)、EQT能源(EQT.US)涨约1%。据分析称，这项协议为正在扩张产能以满足清洁 能源需求的美国LNG出口商注入了强劲发展动力。 不过Kelty同时指出，该协议可能对天然气价格构成压力。"欧盟增加美国能源采购的计划将导致更多 LNG输入欧洲市场"，这暗示未来可能出现供应过剩局面。 根据上周日公布的框架贸易协议，为摆脱对俄罗斯天然气的依赖，欧盟承诺每年从美国采购2500亿美元 的液化天然气。据悉，2023年，美国已超越澳大利亚和卡塔尔成为全球最大LNG供应国，这主要得益 于俄乌战争引发的供应中断及制裁措施推高了全球能源价格。 值得注意的是，协议规定美国将对大多数欧盟商品征收15%的进口关税，这一税率低于市场此前担忧的 30%水平。 智通财经APP获悉，周一美股盘前，美国液化天然气(LNG)开发商股价集体大涨。此前欧盟承诺在未来 三年内斥资7500亿美元采购美国液化天然气，作为全面贸易协议的一部分。 Panmure ...

Rio Grande LNG Project Overview - Phase 1 (Trains 1-3) of the Rio Grande LNG Facility is under construction after achieving FID on July 12, 2023[13] - The project secured $18.4 billion in project financing, marking the largest greenfield energy project financing in U S history[13] - Phase 1 is supported by fixed-fee long-term LNG Sales and Purchase Agreements (SPAs) covering over 90% of its nameplate production capacity[17] - NextDecade expects an economic interest of up to 20 8% from Phase 1 operations[17] - Trains 1 and 2 are 8 1% complete as of September 2023, with engineering at 35 7%, procurement at 14 1%, and construction at 0 2%[21] Expansion Plans and Commercial Momentum - NextDecade is focused on expanding the LNG platform with Trains 4 and 5, leveraging Phase 1 agreements and commercial momentum[22] - Equity partner options are in place to potentially fund 60% of the equity financing required for each of Train 4 and Train 5[23] - TotalEnergies holds LNG SPA options for approximately 32% of the minimum expected contracted volume for each of Train 4 and Train 5[23] - The company is targeting a positive FID on Train 4 in the second half of 2024[24] Carbon Capture and Storage (CCS) Initiatives - NextDecade is committed to developing more sustainable LNG with lower emissions through project design, responsibly sourced gas, a pledge to use net-zero power, and planned carbon capture and storage[12] - The company plans to capture up to 5 million metric tonnes per annum (mta) of CO2 at the Rio Grande LNG Facility, aiming to produce the lowest carbon-intensive LNG in North America[109]

Rio Grande LNG Project Overview - Phase 1 (Trains 1-3) is fully funded and under construction, with a final investment decision (FID) achieved on July 12, 2023, for 17.6 MTPA of liquefaction capacity[12, 13] - Phase 1 secured $18.4 billion in project financing concurrently with FID[13] - Total equity commitments for Phase 1 amount to $6.1 billion, with NextDecade's equity commitment at approximately $283 million[17] - Project debt financing for Phase 1 totals $12.3 billion, including $11.1 billion in construction term loan facilities[17] - Over 90% of Phase 1 liquefaction capacity is supported by fixed-fee long-term LNG Sales and Purchase Agreements (SPAs)[17] Expansion Plans and Financing - NextDecade expects to fund 40% of equity financing required for each of Train 4 and Train 5, for an expected initial economic interest of 40%, increasing to 60% when equity partners receive certain returns[23] - TotalEnergies holds LNG purchase options for 1.5 MTPA in each of Trains 4 and 5 for 20-year free on board (FOB) LNG SPAs indexed to Henry Hub[24] - Approximately 3 MTPA of additional contracted volumes from Train 4 are expected to be needed to support project financing[26] Financial Transactions and Liquidity - NextDecade LNG, LLC entered into a $50 million senior secured revolving credit facility in January 2024 for general corporate purposes, including Train 4 development costs[27] - Rio Grande LNG, LLC (Rio Grande) entered into $251 million of senior secured loans in December 2023, reducing commitments under existing bank credit facilities for Phase 1[27] - Rio Grande issued $190 million of senior secured notes in a private placement transaction in February 2024, further reducing Phase 1 bank credit facility commitments[27] LNG Market and Demand - Estimated demand growth scenario calls for approximately 370 MTPA of incremental LNG supply by 2040[34] - Existing global regas infrastructure can accommodate a significant increase in LNG supply, with an additional ~370 MTPA of LNG supply expected to be needed by 2040[44] Carbon Capture and Storage (CCS) - Planned CCS project at Rio Grande LNG Facility expects to capture up to 5 million mta of CO2[109] - Approximately 650 U.S facilities reporting ≥1MM MTA of CO2 emissions, totaling ~1.75 billion MTA total CO2 emissions[99]

Rio Grande LNG Facility Phase 1 Construction and Financing - Rio Grande LNG Phase 1 achieved FID in July 2023 for Trains 1-3 with 17.6 MTPA liquefaction capacity[13, 49] - Project financing of $18.4 billion fully funds Phase 1 construction[49] - Phase 1 is supported by fixed-fee long-term LNG SPAs covering over 90% of liquefaction capacity[55] - NextDecade's expected economic interest in Phase 1 is up to 20.8%[55] - Trains 1 and 2 overall project completion is 18.2%, with engineering at 54.9%, procurement at 34.4%, and construction at 1.9%[16] - Train 3 overall project completion is 6.9%, with engineering at 5.2%, procurement at 16.7%, and construction at 0.0%[16] Train 4 Development and Expansion - Targeting positive FID on Train 4 in 2H 2024[20] - TotalEnergies holds an LNG purchase option for 1.5 MTPA from Train 4[22] - Approximately 3 MTPA of additional contracted volumes from Train 4 are expected to be needed to reach FID[22] - Phase 1 equity partners hold options to fund a cumulative 60% of the equity of Train 4[22] LNG Market and Demand - Estimated demand growth scenario calls for ~375 MTPA of incremental LNG supply by 2040[30] - Existing global regas infrastructure can accommodate a significant increase in LNG supply, with an additional ~375 MTPA of LNG supply expected to be needed by 2040[41] Carbon Capture and Storage (CCS) - Planned CCS project at Rio Grande LNG Facility expects to capture up to 5 million MTPA of CO2[119]

Rio Grande LNG Facility & Construction Progress - Rio Grande LNG Phase 1 (Trains 1-3) achieved FID in July 2023 and is under construction, progressing on schedule and on budget[30, 63, 67] - As of June 2024, Trains 1 and 2 are 24.1% complete (Engineering 66.4%, Procurement 45.4%, Construction 3.5%), and Train 3 is 7.8% complete (Engineering 8.4%, Procurement 18.4%, Construction 0.1%)[33] - Rio Grande LNG, LLC refinanced over $1.85 billion of the original $11.1 billion term loan facilities since FID of Phase 1 in July 2023[36] Train 4 Development & Commercial Agreements - EPC contract for Train 4 was finalized in August 2024, with a price of approximately $4.3 billion and validity through December 31, 2024[39] - A 20-year SPA with ADNOC for 1.9 MTPA of LNG has been secured for Train 4, and a Heads of Agreement with Aramco for 1.2 MTPA is in progress[23, 40] - TotalEnergies holds an LNG purchase option for 1.5 MTPA from Train 4, which NextDecade expects to be exercised, potentially providing sufficient commercial support for FID[23, 40] LNG Market Fundamentals & Demand - Estimated global LNG demand is projected to grow by approximately 350 MTPA by 2040[45] - Existing operational regas capacity is expected to accommodate up to approximately 1,150 MTPA of LNG by 2040, with over 325 MTPA in development[53] - Phase 1 is supported by fixed-fee long-term LNG Sale and Purchase Agreements (SPAs) with high caliber offtakers, SPA volumes total over 90% of Phase 1 liquefaction capacity[71, 100] Sustainability & Carbon Capture - The Rio Grande LNG Facility is designed to produce less-carbon-intensive LNG through project design, responsibly sourced gas, a pledge to use net-zero electricity, and a proposed CCS project[27, 61] - Next Carbon Solutions is developing end-to-end carbon capture and storage (CCS) solutions, including a proposed project at the Rio Grande LNG Facility with a target of capturing up to 5 million metric tonnes per annum of CO2[13, 122, 130]

Rio Grande LNG Facility Development - NextDecade is developing a 5-Train, 27 MTPA liquefaction facility in Brownsville, TX, with Trains 1-3 under construction and first LNG expected in 2027[16] - Phase 1 (Trains 1-3) is under construction with a combined nameplate capacity of 17.6 MTPA, and FID was achieved in July 2023[83, 86, 96] - The EPC contract for Train 4 was finalized in August 2024, with a price of approximately $4.3 billion and validity through December 31, 2024[52] - A 20-year SPA with ADNOC for 1.9 MTPA of LNG and a Heads of Agreement with Aramco for 1.2 MTPA of LNG support Train 4's commercial progress[28, 54] Financial and Commercial Aspects - Phase 1 has total estimated capital project costs of $18 billion, fully funded through a combination of equity and debt financing[116, 118] - Over 90% of Phase 1 nameplate capacity is contracted with creditworthy customers, providing approximately $1.8 billion in expected annual fixed fees[113] - Equity partners have options to provide 60% of equity financing for each of Train 4 and 5[28] - NextDecade expects an economic interest of up to 20.8% in Phase 1[118] Market and Sustainability - Global LNG demand is expected to grow, requiring over 350 MTPA of incremental LNG supply by 2040[59] - NextDecade is committed to sustainability and social responsibility, aiming to deliver reliable and sustainable energy solutions through liquefaction and CCS infrastructure[33] - Next Carbon Solutions aims to reduce GHG emissions through the development of end-to-end CCS solutions[33]

Project Overview - Rio Grande LNG Facility has a potential liquefaction capacity of approximately 48 MTPA, with Phase 1 (Trains 1-3) under construction and Trains 4-5 in commercialization[12] - First LNG is expected in 2027[13] - NextDecade is developing a potential CCS project at the Rio Grande Facility[14] Financial Highlights - Phase 1 has an estimated capital project cost of $18 billion, fully funded through $6.1 billion in equity commitments and $12.3 billion in debt financing[111] - Over 90% of Phase 1 nameplate capacity is contracted with diverse customers, with Henry Hub-linked SPAs providing approximately $1.8 billion in expected annual fixed fees[105] - NextDecade expects an economic interest of up to 20.8% in Phase 1[111] - Projected distributable cash flow from Trains 1-3 is estimated between $0.2 billion and $0.3 billion per year over 20 years, and Trains 4-5 is estimated between $0.7 billion and $1.0 billion per year[123] Expansion and Growth - Equity partners have options to provide 60% of equity financing for each of Train 4 and 5[27] - A 20-year SPA with ADNOC for 1.9 MTPA of LNG and a Heads of Agreement with Aramco for 1.2 MTPA for 20 years have been executed for Train 4[27] - TotalEnergies holds an LNG purchase option for 1.5 MTPA from Train 4 for a 20-year SPA[27] - Expansion plans include developing Trains 6-8 with a total potential liquefaction capacity of approximately 18 MTPA[35] Construction Progress - Trains 1 and 2 are 38.1% complete, while Train 3 is 15.3% complete[35] - A $175 million senior secured loan was entered into for working capital and development expenses for expansion trains[35]

Rio Grande LNG Facility Development - Rio Grande LNG Facility has approximately 48 MTPA of potential liquefaction capacity under construction or in development[15] - Phase 1 (Trains 1-3) is under construction with first LNG expected in 2027[15, 16] - Train 4 commercialization is complete, supported by 4.6 MTPA of LNG SPAs with ADNOC, Aramco, and TotalEnergies[30, 37] - Equity partners have options to provide 60% of equity financing for each of Train 4 and 5[30] - Trains 1 and 2 are 42.8% complete, and Train 3 is 17.8% complete[38, 48] Commercial Agreements and Financial Structure - Over 90% of Phase 1 nameplate capacity is contracted with creditworthy customers, with Henry Hub-linked SPAs providing approximately $1.8 billion in expected annual fixed fees[114] - Total estimated capital project costs for Phase 1 are $18 billion, fully funded by project financing[120] - NextDecade expects an economic interest of up to 20.8% in Phase 1[120] Market and Sustainability - Global gas demand increased approximately 2.5% in 2024 despite limited new LNG supplies[75] - Global gas demand is expected to outpace LNG supply growth of approximately 170 MTPA to 2030 in a conservative growth case[79] - NextDecade is developing a potential CCS project at the Rio Grande LNG Facility, focused on post-combustion carbon capture[34, 139]