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]

Group 1 - NextDecade Corporation has finalized contracts with Bechtel Energy for the construction of Train 4 and Train 5 at its Rio Grande LNG project, with a combined value of approximately $9 billion [1][9] - The EPC contract for Train 4 is valued at about $4.77 billion, while Train 5's contract is approximately $4.32 billion, both including a pricing-validity clause through September 15, 2025 [2][9] - NextDecade intends to reach a final investment decision (FID) on Train 4 before the pricing-validity period expires, which is contingent on securing sufficient supply agreements [3][9] Group 2 - NextDecade is making progress in securing supply deals for Train 5, including a 20-year LNG supply agreement with JERA for approximately 2 million tons per annum [4] - The company currently holds a Zacks Rank 4 (Sell), indicating a less favorable outlook compared to other energy sector stocks [5]

Part I. Financial Information [Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The company reported a significant increase in total assets to **$6.89 billion**, primarily driven by the construction of the Rio Grande LNG Facility, with a net loss of **$88.8 million** for Q1 2025, a sharp contrast to the **$28.3 million** net income in Q1 2024, mainly due to a **$168.7 million** unrealized loss on derivative instruments, while cash used in operations increased and investing activities remained high due to continued capital expenditures on the facility, with financing activities providing necessary capital through debt issuance and equity commitments Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $130,938 | $148,137 | | Property, plant and equipment, net | $5,702,709 | $5,020,003 | | Total Assets | $6,893,670 | $6,404,059 | | Debt, net | $4,549,202 | $3,920,425 | | Total Liabilities | $5,170,132 | $4,659,673 | | Total Equity | $1,723,538 | $1,744,386 | Consolidated Statement of Operations Highlights (in thousands, except per share data) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Revenues | $— | $— | | Total operating loss | $(51,916) | $(38,117) | | Derivative (loss) gain | $(168,700) | $258,872 | | Net (loss) income attributable to common stockholders | $(88,805) | $28,346 | | Net (loss) income per common share — basic and diluted | $(0.34) | $0.11 | Consolidated Statement of Cash Flows Highlights (in thousands) | Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(68,826) | $(28,825) | | Net cash used in investing activities | $(779,409) | $(780,648) | | Net cash provided by financing activities | $841,621 | $766,393 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(6,614) | $(43,080) | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion focuses on the ongoing construction of the Rio Grande LNG Facility, which is proceeding on schedule, with key recent developments including securing new **20-year SPAs** with Saudi Aramco and TotalEnergies for Train 4, providing sufficient commercial support for a positive FID, while the company also advances development of Trains 5 through 8, and financially, reported a net loss of **$88.8 million** for Q1 2025, primarily due to unrealized derivative losses, compared to a net income in the prior year, with liquidity maintained through separate capital structures for NextDecade and the Rio Grande project, and Phase 1 construction funded by dedicated debt and equity, though future development will require additional financing - As of March 2025, construction progress for Trains 1 and 2 was **42.8% complete**, and Train 3 was **17.8% complete**, both in line with the EPC contract schedule with Bechtel[68](index=68&type=chunk) - The company secured significant commercial agreements for Train 4, including a **1.2 MTPA SPA** with a subsidiary of Saudi Aramco and a **1.5 MTPA SPA** with TotalEnergies, both for **20-year terms**, believed to be sufficient support for a positive FID on Train 4[68](index=68&type=chunk) - In March 2025, the D.C. Circuit Court issued a remand without vacatur of the FERC order for the first five liquefaction trains, requiring FERC to consider a supplemental Environmental Impact Statement (SEIS), with a final SEIS expected in **July 2025**[67](index=67&type=chunk)[69](index=69&type=chunk)[91](index=91&type=chunk) Results of Operations Comparison (in thousands) | Description | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Change | | :--- | :--- | :--- | :--- | | General and administrative expense | $44,942 | $32,505 | $12,437 | | Total operating loss | $(51,916) | $(38,117) | $(13,799) | | Derivative (loss) gain | $(168,700) | $258,872 | $(427,572) | | Net (loss) income attributable to common stockholders | $(88,805) | $28,346 | $(117,151) | - The **$117.2 million decrease** in net income attributable to common stockholders was primarily driven by a **$427.6 million increase** in unrealized derivative losses due to a decrease in forward SOFR rates[103](index=103&type=chunk)[108](index=108&type=chunk) - The company's liquidity consists of approximately **$130.9 million** in cash and cash equivalents as of March 31, 2025, with future development dependent on securing additional debt and equity financing[97](index=97&type=chunk)[99](index=99&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company, as a smaller reporting entity, is not required to provide market risk disclosures until the first quarter following its Annual Report for the year ending December 31, 2025 - As a smaller reporting company, NextDecade is exempt from providing quantitative and qualitative disclosures about market risk for this reporting period[105](index=105&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of **March 31, 2025**, the company's disclosure controls and procedures were effective[106](index=106&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[107](index=107&type=chunk) Part II. Other Information [Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no material legal proceedings during the period - As of **March 31, 2025**, there are no material legal proceedings against the company[54](index=54&type=chunk)[110](index=110&type=chunk) [Risk Factors](index=25&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from those previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes to risk factors were reported for the quarter[111](index=111&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased a small number of common stock shares during the quarter, primarily related to shares surrendered by participants in the 2017 Omnibus Incentive Plan to cover personal tax liabilities from vested awards Issuer Purchases of Equity Securities (Q1 2025) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | January 2025 | 989 | $8.23 | | February 2025 | 1,241 | $8.17 | | March 2025 | 23,320 | $7.78 | - The repurchased shares were surrendered by employees to settle tax liabilities resulting from the vesting of stock awards under the **2017 Plan**[112](index=112&type=chunk) [Defaults Upon Senior Securities](index=25&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[113](index=113&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[114](index=114&type=chunk) [Other Information](index=25&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2025, no directors or executive officers adopted or terminated any Rule 10b5-1 trading plan or non-Rule 10b5-1 trading arrangement - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the three months ended **March 31, 2025**[115](index=115&type=chunk) [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications required by the Sarbanes-Oxley Act and various change orders related to EPC agreements for the Rio Grande LNG Facility - Exhibits filed include CEO and CFO certifications pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act**[116](index=116&type=chunk) - Multiple change orders to the EPC agreements with Bechtel for **Trains 1, 2, and 3** were filed as exhibits[116](index=116&type=chunk)

Core Insights - Baker Hughes reported strong first-quarter results for 2025, achieving multiple records and demonstrating resilience despite macroeconomic challenges [2][3] - The company is focused on operational transformation and margin improvement across its segments, positioning itself for sustainable growth [3][4] Financial Performance - Total orders for the quarter were $6.5 billion, with $3.2 billion coming from the Industrial & Energy Technology (IET) segment [6] - Revenue for the quarter was $6.4 billion, consistent year-over-year, while net income attributable to Baker Hughes was $402 million, a decrease of 66% sequentially [5][6] - Adjusted net income was $509 million, down 27% sequentially but up 19% year-over-year, with adjusted EBITDA at $1,037 million, reflecting a 10% increase year-over-year [5][6][22] Segment Performance - In the IET segment, orders totaled $3.2 billion, including significant contracts in LNG and data center power solutions, while revenue was $2.9 billion, up 11% year-over-year [4][33] - The Oilfield Services & Equipment (OFSE) segment saw orders of $3.3 billion, down 12% sequentially, with revenue of $3.5 billion, a decrease of 10% sequentially [30][31] Strategic Developments - Baker Hughes expanded its leadership in LNG with a liquefaction train award from Bechtel and secured key agreements for gas turbine technology with LNG operators [8][9] - The company is advancing its commitment to sustainable power solutions, particularly for data centers, through partnerships aimed at carbon capture and storage [11][12] Market Outlook - Despite broader macroeconomic uncertainties, Baker Hughes remains confident in its strategy and the resilience of its portfolio, aiming for sustainable growth in shareholder value [4][3] - The company’s remaining performance obligations (RPO) stood at $33.2 billion, with a record IET RPO of $30.4 billion, indicating a strong order backlog [24][6]