NEXT / NextDecade Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

As filed with the Securities and Exchange Commission on August 22, 2025

As filed with the Securities and Exchange Commission on August 22, 2025 Registration No.

Table 1: Newly Registered Securities

Calculation of Filing Fee Tables S-8 NextDecade Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (

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 June 30, 2025 o TRANSITION REPORT PU

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 June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00180, EC00194, EC00195, EC00208 and EC00213, each dated as of April 2, 2025, (ii) EC00182, dated as of April 7, 2025, (iii) EC00206, dated as of April 15, 2025, (iv) EC00215 and EC00219, each dated as of April 29, 2025, (v) EC00212, dated as of May 6, 2025, (vi) EC00322, dated as of May 9, 2025, (vii) EC00217, dated as of May 23, 2025, (viii) EC00199, dated as of May 28, 2025, (ix) EC00228, dated as of June 15, 2025 and (x) EC00226 and EC00231, each dated as of June 25, 2025

Exhibit 10.3 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00214 and EC00196, each dated as of April 2, 2025, (ii) EC00183, dated as of April 7, 2025, (iii) EC00207, dated as of April 9, 2025, (iv) EC00234, dated as of May 9, 2025, (v) E00218, dated as of May 23, 2025, (vi) EC00200, dated as of May 28, 2025, (vii) EC00227 and EC00232, each dated as of June 25, 2025, (viii) EC00193, dated as of June 26, 2025, and (ix) EC00224 and EC00239, each dated as of June 27, 2025.

Exhibit 10.4 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 4 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 7, 2025, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.

Exhibit 10.1 Redacted version CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTIO

Amended and Restated Registration Rights Agreement, dated May 14, 2025, by and among NextDecade Corporation, APSC II HoldCo II, L.P. and Bardin Hill Opportunistic Credit Master (US) Fund II LP.

Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2025, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), APSC II HoldCo II, L.P., a Delaware limited partnership (the “Initial Holder”) and the persons set forth on Schedule I hereto (the “

First Amendment to Credit Agreement, dated May 14, 2025, by and between Rio Grande LNG Super Holdings, LLC, as Borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as Administrative Agent, Atlantic Park Strategic Capital Master Fund II, L.P., as Collateral Agent, and the lenders party thereto.

Exhibit 10.5 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of May 14, 2025 (this “Amendment”), is entered into among RIO GRANDE LNG SUPER HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), ATLANTIC PARK STRATEGIC CAPITAL MASTER FUND II, L.P., as Administrative Agent (in such capacity, together with its successors and permitted assigns in

Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 5 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of June 12, 2025, by and between Rio Grande LNG Train 5, LLC and Bechtel Energy Inc.

RGLNG T5 – Bechtel – Train 5 EPC Agreement Exhibit 10.2 Redacted version CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” FIXED PRICE TURNKEY AGREEMENT for the ENGINEERING, PROCU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 NEXTDECADE CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 NEXTDECADE CORPORAT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2025 NEXTDECADE CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (Co

Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan

Exhibit 10.1 EQUITY PLAN AMENDMENT AMENDMENT OF THE NEXTDECADE CORPORATION 2017 OMNIBUS INCENTIVE PLAN This Amendment (“Amendment”) of the 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”) of NextDecade Corporation, a Delaware corporation (the “Company”), is adopted by the Company on April 16, 2025, subject to approval by the Company’s stockholders (the “Stockholders”). WHEREA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 NEXTDECADE CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 NEXTDECADE CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (Co

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

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 P

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 For the transition period from to Commission File No. 001-3684

: (i) EC00107, EC00161 and EC00177, each dated as of January 28, 2025; (ii) EC00166 and EC00197, each dated as of January 29, 2025; (iii) EC00190, dated as of February 10, 2025; (iv) EC00136, dated as of February 10, 2025; (v) EC00186, dated as of February 11, 2025; (vi) EC00179, dated as of February 18, 2025; (vii) EC00201, dated as of February 21, 2025; and (viii) EC00188, dated as of February 27, 2025

Exhibit 10.1 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2025 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842 NEX

Form of Tranche A/B Warrant Agreement

Exhibit 4.3 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINIO

NextDecade Corporation Insider Trading Policy

Exhibit 19.1 NextDecade Corporation Insider Trading Policy I. INTRODUCTION A. Purpose The purpose of this Insider Trading (this “Policy”) is to ensure compliance by NextDecade Corporation (the “Company”) with U.S. federal and state securities laws, as well as similar laws in other countries where the Company does business, and to preserve the reputation and integrity of the Company. B. What Is Ins

Registration Rights Agreement, dated December 31, 2024, by and between NextDecade Corporation and APSC II HoldCo II, L.P.

Exhibit 10.70 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 31, 2024, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and APSC II HoldCo II, L.P., a Delaware limited partnership (the “Initial Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the re

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00162, dated as of October 11, 2024; (ii) EC00149, dated as of October 29, 2024; (iii) EC00142, dated as of November 7, 2024; (iv) EC00174, dated as of November 25, 2024; (v) EC00169 and EC00173, each dated as of December 2, 2024; (vi) EC00140 and EC00175, each dated as of December 5, 2024; and (vii) EC00184, dated as of December 19, 2024

Exhibit 10.67 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Subsidiaries of the Company

Exhibit 21.1 Subsidiary Name State of Incorporation NextDecade LNG, LLC Delaware NEXT Carbon Solutions, LLC Texas Rio Grande LNG Gas Supply LLC Delaware Rio Grande LNG Gas Marketing LLC Delaware Rio Grande LNG Super Holdings, LLC Delaware Rio Grande LNG Intermediate Super Holdings, LLC Delaware Rio Grande Intermediate Holdings, LLC Delaware Rio Grande LNG Holdings, LLC Delaware Rio Grande LNG, LLC

Credit Agreement, dated December 31, 2024, by and among Rio Grande Super Holdings, LLC, as Borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as Administrative Agent and Collateral Agent, and the other lenders party thereto.

Exhibit 10.69 CREDIT AGREEMENT among RIO GRANDE LNG SUPER HOLDINGS, LLC as Borrower ATLANTIC PARK STRATEGIC CAPITAL MASTER FUND II, L.P. as Administrative Agent ATLANTIC PARK STRATEGIC CAPITAL MASTER FUND II, L.P. as Collateral Agent THE FINANCIAL INSTITUTIONS AND OTHER ENTITIES party hereto as Lenders from time to time and Each other Person that may become party hereto from time to time Dated as

Form of stock option agreement

NEXTDECADE CORPORATION 2017 Omnibus Incentive Plan Stock Option Award Agreement This Stock Option Award Agreement (this “Agreement”) is made by and between NextDecade Corporation, a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00170, dated as of December 2, 2024; (ii) EC00176, dated as of December 5, 2024; and (iii) EC00185, dated as of December 21, 2024

Exhibit 10.68 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Incentive Compensation Clawback Policy

Exhibit 97.1 NEXTDECADE CORPORATION INCENTIVE-BASED COMPENSATION RECOVERY POLICY EFFECTIVE OCTOBER 2, 2023 1. Policy Overview and Purpose. In accordance with the applicable rules of The Nasdaq Stock Market LLC, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of NextDecade Corporation (the “Compa

Annex A

Exhibit 99.1 Annex A Transactions The following table sets forth all transactions by the Reporting Persons in the Issuer's Common Stock since January 2, 2025, and through and including January 17, 2025. Reporting Person Transaction Date Number of Shares Sold Price Per Share* Price Range (inclusive)* Valinor Capital Partners, L.P. 1/2/2025 4,014 $8.2931 $8.25 to $8.34 Valinor Capital Partners Offsh

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 NEXTDECADE CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 31, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization

NextDecade Announces $175 Million Senior Secured Loan Proceeds Will be Used to Repay Existing $50 Million Revolving Credit Facility and $12.5 Million Interest Term Loan and for Working Capital and General Corporate Purposes

NextDecade Announces $175 Million Senior Secured Loan Proceeds Will be Used to Repay Existing $50 Million Revolving Credit Facility and $12.

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 September 30, 2024 o TRANSITION REPO

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 September 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.

Exhibit 10.3 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 4 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of August 5, 2024, by and between Rio Grande LNG Train 4, LLC and Bechtel Energy Inc.

Exhibit 10.1 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” FIXED PRICE TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAIN 4 of the RIO GRANDE NATURAL

NEXT / NextDecade Corporation / BlackRock, Inc. Passive Investment

SC 13G/A 1 us65342k1051102224.txt us65342k1051102224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) NextDecade Corp. - (Name of Issuer) Common Stock - (Title of Class of Securities) 65342K105 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 17, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organizatio

As filed with the Securities and Exchange Commission on August 15, 2024

As filed with the Securities and Exchange Commission on August 15, 2024 Registration No.

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) NextDecade Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00112, dated as of April 8, 2024; (ii) EC00131, dated as of April 11, 2024; (iii) EC00106, dated as of May 2, 2024; (iv) EC00150 and EC00152, each dated as of May 10, 2024; and (v) EC00114, dated as of June 3, 2024.

Exhibit 10.4 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) (i) EC00132, dated as of April 11, 2024; (ii) EC00151, dated as of May 10, 2024; (iii) EC00153, dated as of May 13, 2024; and (iv) EC00115, dated as of June 3, 2024

Exhibit 10.5 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Amendment No. 1, dated as of April 5, 2024, to Credit Agreement, dated as of September 15, 2023, by and among Rio Grande LNG, LLC, as Borrower, Wilmington Trust, National Association, as Administrative Agent, Mizuho Bank (USA) as P1 Collateral Agent, and the senior lenders party thereto.

Exhibit 10.3 AMENDMENT NO. 1 TO BX1 CREDIT AGREEMENT This AMENDMENT NO. 1 TO BX1 CREDIT AGREEMENT (this “Amendment”), dated as of April 5, 2024, amends that certain Credit Agreement, dated as of September 15, 2023 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as it may be further amended, amended and restated, s

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 June 30, 2024 o TRANSITION REPORT PU

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 June 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842

Indenture, dated as of June 28, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

Exhibit 10.2 RIO GRANDE LNG, LLC 6.580% SENIOR SECURED NOTES DUE 2047 INDENTURE Dated as of June 28, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Defined Terms 1 1.2 Interpretation 22 1.3 UCC Terms 22 1.4 Accounting and Financial Determinations 22 2. THE NOTES 23 2.1 Form and Dating 23 2.2 Execution and Authenticatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2024 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (

NEXT / NextDecade Corporation / HGC Next Inv LLC - SCHEDULE 13D, AMENDMENT NO. 3 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* NextDecade Corporation (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Shawn Kim 280 Park Avenue, 23rd Floor East Tower New York, New York (929) 415-4433 (Name, Address and Telephone Number of Per

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

SC 13D/A 1 ef20033256sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (C

NextDecade Announces the Appointment of Tarik Skeik as Chief Operating Officer

NextDecade Announces the Appointment of Tarik Skeik as Chief Operating Officer HOUSTON - (BUSINESS WIRE) - July 22, 2024 – NextDecade Corporation (NextDecade or the Company) (NASDAQ: NEXT), announced today that Tarik Skeik has been appointed Chief Operating Officer (COO) of the Company.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (C

NextDecade Subsidiary Rio Grande LNG Announces Issuance of $1.115 Billion Senior Secured Notes due 2047 Note proceeds will be utilized to reduce outstanding borrowings and commitments under existing Rio Grande LNG, LLC term loan facilities

NextDecade Subsidiary Rio Grande LNG Announces Issuance of $1.115 Billion Senior Secured Notes due 2047 Note proceeds will be utilized to reduce outstanding borrowings and commitments under existing Rio Grande LNG, LLC term loan facilities HOUSTON-(BUSINESS WIRE)-July 1, 2024- NextDecade Corporation (NextDecade or the Company) (NASDAQ: NEXT) announced today that its subsidiary Rio Grande LNG, LLC

NEXT / NextDecade Corporation / HGC Next Inv LLC - SCHEDULE 13D, AMENDMENT NO. 2 Activist Investment

SC 13D/A 1 sc13da2.htm SCHEDULE 13D, AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* NextDecade Corporation (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Shawn Kim 280 Park Avenue, 23rd Floor East Tower New York, New York (929

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20th Floor New York, NY 10019 Telephone: (2

SECONDARY BLOCK TRADE AGREEMENT

EX-99.32 2 ef20031191ex32.htm EXHIBIT 32 Exhibit 32 Execution Version SECONDARY BLOCK TRADE AGREEMENT This agreement (the “Agreement”) dated June 13, 2024 (the “Execution Date”) sets out the terms under which Hanwha Aerospace Co., Ltd. (the “Buyer”) will purchase the number of shares of common stock, $0.0001 par value per share (the “Shares”), of NextDecade Corporation, a Delaware corporation (the

SECONDARY BLOCK TRADE AGREEMENT

EX-99.33 3 ef20031191ex33.htm EXHIBIT 33 Exhibit 33 Execution Version SECONDARY BLOCK TRADE AGREEMENT This agreement (the “Agreement”) dated June 13, 2024 (the “Execution Date”) sets out the terms under which Hanwha Ocean USA International LLC (the “Buyer”) will purchase the number of shares of common stock, $0.0001 par value per share (the “Shares”), of NextDecade Corporation, a Delaware corporat

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.0001 par value per share

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (Co

Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan

Exhibit 10.1 EQUITY PLAN AMENDMENT AMENDMENT OF THE NEXTDECADE CORPORATION 2017 OMNIBUS INCENTIVE PLAN This Amendment (“Amendment”) of the 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”) of NextDecade Corporation, a Delaware corporation (the “Company”), is adopted by the Company on April 16, 2024, subject to approval by the Company’s stockholders (the “Stockholders”). WHEREA

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

SC 13D/A 1 ef20029974sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.

Indenture, dated as of February 9, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

Exhibit 10.1 RIO GRANDE LNG, LLC 6.85% SENIOR SECURED NOTES DUE 2047 INDENTURE Dated as of February 9, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee |US-DOCS\147609930.17|| TABLE OF CONTENTS Page 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Defined Terms 1 1.2 Interpretation 22 1.3 UCC Terms 22 1.4 Accounting and Financial Determinations 22 2. THE NOTES 23 2.1 Form and Dating 23 2.2 E

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00094, dated as of January 18, 2024; (ii) EC00101 and EC00125, each dated as of January 30, 2024; and (iii) EC00138, dated as of March 26, 2024

Exhibit 10.3 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Credit Agreement, dated as of January 4, 2024, by and among NextDecade LNG, LLC, as Borrower, MUFG Bank, Ltd., as Administrative Agent, Wilmington Trust, National Association, as Collateral Agent, and the guarantors and senior lenders party thereto.

Exhibit 10.4 CREDIT AND GUARANTY AGREEMENT among NEXTDECADE LNG, LLC as Borrower CERTAIN SUBSIDIARIES OF THE BORROWER as Subsidiary Guarantors MUFG BANK, LTD. as Administrative Agent WILMINGTON TRUST, NATIONAL ASSOCIATION as Collateral Agent MUFG BANK, LTD. as Coordinating Lead Arranger and Bookrunner THE FINANCIAL INSTITUTIONS party hereto as Lenders from time to time and Each other Person that m

Supplemental Indenture No. 1, dated as of March 4, 2024, to Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

Exhibit 10.5 SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURE This SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURE (this “Supplemental Indenture”), dated as of March 4, 2024, amends that certain Indenture, dated as of July 12, 2023 (the “Existing CD Senior Notes Indenture” and, as amended by this Supplemental Indenture and as it may be further amended, amended and restated, supplemented or otherwise modified f

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00093, dated as of January 10, 2024; (ii) EC00100, EC00105 and EC00124, each dated as of January 30, 2024, (iii) EC00092, dated as of February 6, 2024; (iv) EC00110, dated as of February 23, 2024; (v) EC00127, dated as of March 21, 2024; and (vi) EC00137, dated as of March 26, 2024

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Credit Agreement, dated as of January 4, 2024, by and among NextDecade LNG, LLC, as Borrower, MUFG Bank, Ltd., as Administrative Agent, Wilmington Trust, National Association, as Collateral Agent, and the guarantors and senior lenders party thereto.

Exhibit 10.4 CREDIT AND GUARANTY AGREEMENT among NEXTDECADE LNG, LLC as Borrower CERTAIN SUBSIDIARIES OF THE BORROWER as Subsidiary Guarantors MUFG BANK, LTD. as Administrative Agent WILMINGTON TRUST, NATIONAL ASSOCIATION as Collateral Agent MUFG BANK, LTD. as Coordinating Lead Arranger and Bookrunner THE FINANCIAL INSTITUTIONS party hereto as Lenders from time to time and Each other Person that m

Indenture, dated as of February 9, 2024, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

Exhibit 10.1 RIO GRANDE LNG, LLC 6.85% SENIOR SECURED NOTES DUE 2047 INDENTURE Dated as of February 9, 2024 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee |US-DOCS\147609930.17|| TABLE OF CONTENTS Page 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Defined Terms 1 1.2 Interpretation 22 1.3 UCC Terms 22 1.4 Accounting and Financial Determinations 22 2. THE NOTES 23 2.1 Form and Dating 23 2.2 E

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00093, dated as of January 10, 2024; (ii) EC00100, EC00105 and EC00124, each dated as of January 30, 2024, (iii) EC00092, dated as of February 6, 2024; (iv) EC00110, dated as of February 23, 2024; (v) EC00127, dated as of March 21, 2024; and (vi) EC00137, dated as of March 26, 2024

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

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, 2024 o TRANSITION REPORT P

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, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3684

Change Orders to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00094, dated as of January 18, 2024; (ii) EC00101 and EC00125, each dated as of January 30, 2024; and (iii) EC00138, dated as of March 26, 2024

Exhibit 10.3 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Supplemental Indenture No. 1, dated as of March 4, 2024, to Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee.

Exhibit 10.5 SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURE This SUPPLEMENTAL INDENTURE NO. 1 TO INDENTURE (this “Supplemental Indenture”), dated as of March 4, 2024, amends that certain Indenture, dated as of July 12, 2023 (the “Existing CD Senior Notes Indenture” and, as amended by this Supplemental Indenture and as it may be further amended, amended and restated, supplemented or otherwise modified f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Defin

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20th Floor New York, NY 10019 Telephone: (2

Letter from Grant Thornton LLP.

Exhibit 16.1 March 25, 2024 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 RE: NextDecade Corporation File No. 001-36842 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of NextDecade Corporation dated March 20, 2024, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or other jurisdiction of incorporation or organization) (

First Amendment to Credit Agreement, dated as of November 1, 2023, by and among Rio Grande LNG, LLC, as Borrower, TotalEnergies Holdings SAS, MUFG Bank, Ltd., as P1 Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto

Exhibit 10.47 AMENDMENT NO. 1 TO TCF CREDIT AGREEMENT This AMENDMENT NO. 1 TO TCF CREDIT AGREEMENT (this “Amendment”), dated as of November 1, 2023, amends that certain TCF Credit Agreement, dated as of July 12, 2023 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as it may be further amended, amended and restated

Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.: (i) EC00004, EC00006, EC00008, EC00009, EC00018, EC00041-EC00044, EC00046 and EC00071, each dated as of July 13, 2023; (ii) EC00065, dated as of July 19, 2023; (iii) EC00069, dated as of August 11, 2023; (iv) EC00061, dated as of September 22, 2023; and (v) EC00075, dated as of December 11, 2023

Exhibit 10.58 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Incentive Compensation Clawback Policy

Exhibit 97.1 NEXTDECADE CORPORATION INCENTIVE-BASED COMPENSATION RECOVERY POLICY EFFECTIVE OCTOBER 2, 2023 1. Policy Overview and Purpose. In accordance with the applicable rules of The Nasdaq Stock Market LLC, Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of NextDecade Corporation (the “Compa

First Amendment to Credit Agreement, dated as of November 1, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto

Exhibit 10.45 AMENDMENT NO. 1 TO CD CREDIT AGREEMENT This AMENDMENT NO. 1 TO CD CREDIT AGREEMENT (this “Amendment”), dated as of November 1, 2023, amends that certain CD Credit Agreement, dated as of July 12, 2023 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as it may be further amended, amended and restated, s

Second Amendment to Common Terms Agreement, dated as of December 28, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time

Exhibit 10.50 AMENDMENT NO. 1 TO COMMON TERMS AGREEMENT This AMENDMENT NO. 1 TO COMMON TERMS AGREEMENT (this “Amendment”), dated as of November 2, 2023, amends that certain Common Terms Agreement, dated as of July 12, 2023 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Common Terms Agreement” and, as it may be further amended, amended

Amended and Restated Director Compensation Policy

Exhibit 10.18 NextDecade Corporation Director Compensation Policy Effective January 1, 2024 Members of the Board of Directors (the “Board”) of NextDecade Corporation (the “Company”) who are not employees of the Company or any subsidiary of the Company and who are not appointed to the Board pursuant to any agreement or arrangement with the Company (“Covered Directors”) shall be paid the following a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842 NEX

Credit Agreement, dated as of December 28, 2023, by and among Rio Grande LNG, LLC, as Borrower, Wilmington Trust, National Association, as Administrative Agent, Mizuho Bank (USA) as P1 Collateral Agent, and the senior lenders party thereto

Exhibit 10.56 CREDIT AGREEMENT dated as of December 28, 2023 among RIO GRANDE LNG, LLC, as the Borrower, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, and THE SENIOR LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIME TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 2 1.1. Defined Terms 2 1.2. Principles of Interpretation

Subsidiaries of the Company

Exhibit 21.1 Subsidiary Name State of Incorporation NextDecade LNG, LLC Delaware NEXT Carbon Solutions, LLC Texas Rio Grande LNG Gas Supply LLC Delaware Rio Grande LNG Gas Marketing LLC Delaware Rio Grande LNG Super Holdings, LLC Delaware Rio Grande LNG Intermediate Super Holdings, LLC Delaware Rio Grande Intermediate Holdings, LLC Delaware Rio Grande LNG Holdings, LLC Delaware Rio Grande LNG, LLC

00034, EC00038-EC00040, EC00056-EC00057, and EC00070, each dated as of July 13, 2023; (ii) EC00011, dated as of July 14, 2023, (iii) EC00036, EC00074 and EC00066, each dated as of July 17, 2023; (iii) EC00064, dated as of July 19, 2023; (iv) EC00068, dated as of August 11, 2023; (v) EC00058, dated as of September 22, 2023; and (vi) EC00076 and EC00099, each dated as of December 4, 2023

Exhibit 10.57 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” CHANGE ORDER (for use when the Parties mutually agree upon and execute the Change Order pursuant to Section

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fil

NextDecade Announces $50 Million Senior Secured Revolving Credit Facility and $12.5 Million Interest Term Loan Provides Liquidity for General Corporate Purposes and Train 4 Development Costs

NextDecade Announces $50 Million Senior Secured Revolving Credit Facility and $12.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 NEXTDECADE CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2024 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 NEXTDECADE CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 28, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fi

Prospectus NextDecade Corporation 44,900,323 shares of Common Stock for Sale by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276025 Prospectus NextDecade Corporation 44,900,323 shares of Common Stock for Sale by the Selling Stockholder This prospectus relates to the offer and sale from time to time by the selling stockholder identified in this prospectus or a supplement hereto of 44,900,323 shares of common stock, par value $0.0001 per share (the “Common Stock”), of

December 20, 2023

December 20, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-3 (File No. 333-276025) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the effective dat

As filed with the Securities and Exchange Commission on December 13, 2023

As filed with the Securities and Exchange Commission on December 13, 2023 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46-5723951 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) NextDecade Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 26, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fi

Credit Agreement, dated as of September 15, 2023, by and among Rio Grande LNG, LLC, as Borrower, Wilmington Trust, National Association, as Administrative Agent, Mizuho Bank (USA) as P1 Collateral Agent, and the senior lenders party thereto (Incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed November 13, 2023)

Exhibit 10.9 CREDIT AGREEMENT dated as of September 15, 2023 among RIO GRANDE LNG, LLC, as the Borrower, WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, and THE SENIOR LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIME TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 1 1.1. Defined Terms 1 1.2. Principles of Interpretation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

NEXT / NextDecade Corporation / VALINOR MANAGEMENT, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) David Gallo Valinor Management L.P. 405 Lexington Avenue, 34th Floor New York, New York 10174 (212) 918-5230 with co

NEXT / NextDecade Corporation / Bardin Hill Investment Partners LP - SC 13D/A Activist Investment

SC 13D/A 1 ef20011748sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) Bardin Hill Investment Partners LP 299 Park Avenue, 24th Floor New York, N

JOINT FILING AGREEMENT

EX-99.32 2 ef20011748ex32.htm EXHIBIT 32 EXHIBIT 32 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.0001 par value per share, of NextDecade Corporation is being filed on behalf of each of the u

NextDecade Announces $356 Million of Senior Loans for Rio Grande LNG Phase 1 Results in a Reduction of Commitments Outstanding Under Existing Loan Facilities

NextDecade Announces $356 Million of Senior Loans for Rio Grande LNG Phase 1 Results in a Reduction of Commitments Outstanding Under Existing Loan Facilities HOUSTON-(BUSINESS WIRE)-September 20, 2023- NextDecade Corporation (NextDecade) (NASDAQ: NEXT) announced today that its subsidiary, Rio Grande LNG, LLC (RGLNG), has entered into a credit agreement with a group of lenders for $356 million of senior loans to finance a portion of the first three LNG trains (Phase 1) at NextDecade’s 27 million tonnes per annum (MTPA) Rio Grande LNG export facility in Brownsville, Texas.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2023 NEXTDECADE COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 15, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission F

NEXT / NextDecade Corporation / Mubadala Investment Co PJSC - AMENDMENT TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3)* Under the Securities Exchange Act of 1934 NextDecade Corporation (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Ninteenth Investment Company LLC P.O. Box 45005 Abu Dhabi United Arab Emirates +971 2413-400 (Name, Address and Telephone Nu

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20th Floor New York, NY 10019 Telephone: (2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 NEXTDECADE COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission F

NEXT / NextDecade Corporation / TotalEnergies SE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* NextDecade Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342K 105 (CUSIP Number) Paul Moss-Bowpitt Legal Director – Head of Corporate Transactions TotalEnergies SE 2, place Jean Millier La Défense 6 92400

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 NEXTDECADE CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 7, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fi

NextDecade Corporation 24,163,042 shares of Common Stock for Sale by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274000 Prospectus NextDecade Corporation 24,163,042 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or a supplement hereto of 24,163,042 shares of common stock, par value $0.0001 per share (the “Common Stock”), o

August 23, 2023

August 23, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-3 (File No. 333-274000) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the effective date

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) NextDecade Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on August 15, 2023

As filed with the Securities and Exchange Commission on August 15, 2023 Registration No.

As filed with the Securities and Exchange Commission on August 15, 2023

As filed with the Securities and Exchange Commission on August 15, 2023 No. 333‑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46‑5723951 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Iden

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) NextDecade Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Credit Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, TotalEnergies Holdings SAS, MUFG Bank, Ltd., as TCF Administrative Agent, Mizuho Bank (USA), as TCF Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.8 CREDIT AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, TOTALENERGIES HOLDINGS SAS, as Total Holdings MUFG BANK, LTD., as the TCF Administrative Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, and THE SENIOR LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIME, and for the benefit of MUFG BANK, LTD., as the Coordinating Lead Arranger, the Bookrunner a

Registration Rights Agreement, dated as of June 14, 2023, by and between the Company and the Purchaser.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascri

Common Stock Purchase Agreement, dated as of June 13, 2023, by and between the Company and the Purchaser.

Exhibit 10.3 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Global LNG North America Corp., a Delaware corporation (the “Purchaser”). NextDecade and the Purchaser are referred to herein individ

Third Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility.

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THIRD AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842

Credit Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Administrative Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the other agents and lenders party thereto (Incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.7 CREDIT AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, MUFG BANK, LTD., as the P1 Administrative Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, MUFG BANK, LTD., as the Revolving LC Issuing Bank, and THE SENIOR LENDERS PARTY TO THIS AGREEMENT FROM TIME TO TIME, and for the benefit of ABU DHABI COMMERCIAL BANK PJSC, BANCO SANTANDER S.A., NEW YORK B

Second Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility.

Exhibit 10.1 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” SECOND AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT

Pledge Agreement, dated as of July 12, 2023, by and among Rio Grande LNG Holdings, LLC, as Pledgor, and Mizuho Bank (USA), as P1 Collateral Agent (Incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.11 PLEDGE AGREEMENT dated as of July 12, 2023 between RIO GRANDE LNG HOLDINGS, LLC, as the Pledgor, and MIZUHO BANK (USA), as the P1 Collateral Agent TABLE OF CONTENTS TABLE OF CONTENTS Page Article I 1 DEFINITIONS 1 Section 1.1 Defined Terms 1 Section 1.2 Collateral and Intercreditor Agreement and UCC Definitions 1 Section 1.3 Rules of Interpretation 1 Article II 2 PLEDGE AND GRANT OF

Purchaser Rights Agreement, dated as of June 14, 2023, by and between the Company and the Purchaser.

Exhibit 10.5 PURCHASER RIGHTS AGREEMENT This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is entered into by and between NEXTDECADE CORPORATION, a Delaware corporation (the “Company”), and GLOBAL LNG NORTH AMERICA CORP., a Delaware corporation (the “Purchaser”). Each of the Company and the Purchaser are referred to herein as a “Party” and collectively as the “Parties.”

Collateral and Intercreditor Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, Mizuho Bank (USA), as P1 Collateral Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.10 COLLATERAL AND INTERCREDITOR AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, MUFG BANK, LTD., as the P1 Intercreditor Agent, MIZUHO BANK (USA), as the P1 Collateral Agent, and EACH OF THE SENIOR SECURED CREDITOR REPRESENTATIVES FROM TIME TO TIME PARTIES HERETO TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION 1 1.1 Defined Terms 2 1.2 Principles

Indenture, dated as of July 12, 2023, by and between Rio Grande LNG, LLC and Wilmington Trust, National Association, as Trustee (Incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.6 RIO GRANDE LNG, LLC 6.67% SENIOR SECURED NOTES DUE 2033 INDENTURE Dated as of July 12, 2023 WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 Defined Terms 1 1.2 Interpretation 20 1.3 UCC Terms 20 1.4 Accounting and Financial Determinations 20 2. THE NOTES 21 2.1 Form and Dating 21 2.2 Execution and Authentication

Common Terms Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, MUFG Bank, Ltd., as P1 Intercreditor Agent, and the senior secured debt holder representatives party thereto from time to time (Incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.9 COMMON TERMS AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as the Borrower, THE SENIOR SECURED DEBT HOLDER REPRESENTATIVES that are parties to this Agreement from time to time, and MUFG BANK, LTD., as the P1 Intercreditor Agent Table of Contents Page 1. DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 1 1.3 UCC Terms 2 1.4 Accounting and Financial

Amended and Restated Limited Liability Company Agreement of Rio Grande LNG Intermediate Holdings, LLC (Incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.13 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of RIO GRANDE LNG INTERMEDIATE HOLDINGS, LLC TABLE

Accounts Agreement, dated as of July 12, 2023, by and among Rio Grande LNG, LLC, as Borrower, Mizuho Bank (USA), as P1 Collateral Agent, and JPMorgan Chase Bank, N.A., as P1 Accounts Bank (Incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q filed August 14, 2023)

Exhibit 10.12 ACCOUNTS AGREEMENT dated as of July 12, 2023 among RIO GRANDE LNG, LLC, as Borrower, MIZUHO BANK (USA), as P1 Collateral Agent, and JPMORGAN CHASE BANK, N.A., as P1 Accounts Bank TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; RULES OF INTERPRETATION 1 Section 1.1 Common Defined Terms 1 Section 1.2 Certain Additional Defined Terms 1 Section 1.3 Rules of Interpretation 13 Section 1.4 Un

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 26, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a 6(e)(2)) ☐ Definitive Proxy State

NEXT / NextDecade Corporation / HGC Next Inv LLC - SCHEDULE 13D, AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* NextDecade Corporation (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Seung Jin Kim 501 2nd Street, Suite 500 San Francisco, CA 94107 415-605-0200 (Name, Address and Telephone Number of Person Aut

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 31 Execution Version Voting Agreement This Voting Agreement (this “Agreement”) is entered into as of July 12, 2023, by and among NextDecade Corporation, a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”).

NEXT / NextDecade Corporation / TotalEnergies SE - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* NextDecade Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342K 105 (CUSIP Number) Paul Moss-Bowpitt Legal Director – Head of Corporate Transactions TotalEnergies SE 2, place Jean Millier La Défense 6 92400

NEXT / NextDecade Corporation / Bardin Hill Investment Partners LP - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) Bardin Hill Investment Partners LP 299 Park Avenue, 24th Floor New York, New York 10022 212-303-9400 With copies to

You’ve Exceeded the SEC’s Traffic Limit

EXHIBIT 32 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.

Voting Agreement

Exhibit 31 Execution Version Voting Agreement This Voting Agreement (this “Agreement”) is entered into as of July 12, 2023, by and among NextDecade Corporation, a Delaware corporation (the “Company”), and the undersigned stockholders of the Company (the “Stockholders”) listed in Schedule 1 attached hereto.

NEXT / NextDecade Corporation / VALINOR MANAGEMENT, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) David Gallo Valinor Management L.P. 405 Lexington Avenue, 34th Floor New York, New York 10174 (212) 918-5230 with co

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20th Floor New York, NY 10019 Telephone: (2

NEXT / NextDecade Corporation / Mubadala Investment Co PJSC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2)* Under the Securities Exchange Act of 1934 NextDecade Corporation (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Ninteenth Investment Company LLC P.O. Box 45005 Abu Dhabi United Arab Emirates +971 2413-400 (Name, Address and Telephone Nu

Voting Agreement

Voting Agreement This Voting Agreement (this “Agreement”) is entered into as of July 12, 2023, by and between NextDecade Corporation, a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”).

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File N

NextDecade Announces Positive Final Investment Decision on Rio Grande LNG Phase 1

Exhibit 99.1 NextDecade Announces Positive Final Investment Decision on Rio Grande LNG Phase 1 HOUSTON ‐ (Business Wire) ‐ July 12, 2023 ‐ NextDecade Corporation (NextDecade, the Company) (NASDAQ: NEXT) is proud to announce it has made a positive final investment decision (FID) to construct the first three liquefaction trains (Phase 1) at the Company’s 27 million tonnes per annum (MTPA) Rio Grande

Purchaser Rights Agreement, dated as of June 14, 2023, by and between the Issuer and GLNG NA.

Exhibit 3   Execution Version   Purchaser rights agreement   This PURCHASER RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is entered into by and between NextDecade Corporation, a Delaware corporation (the “Company”), and GLOBAL LNG NORTH AMERICA CORP.

Registration Rights Agreement, dated as of June 14, 2023, by and between the Issuer and GLNG NA.

Exhibit 4 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2023, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the “Company”), and Global LNG North America Corp.

Common Stock Purchase Agreement, dated as of June 13, 2023, by and between the Issuer and GLNG NA.

Exhibit 2 Execution Version COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 13, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and Global LNG North America Corp.

NEXT / NextDecade Corporation / TotalEnergies SE - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NextDecade Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 65342K 105 (CUSIP Number) Paul Moss-Bowpitt Legal Director – Head of Corporate Transactions TotalEnergies SE 2, place Jean Millier La Défense 6 92400 Co

Joint Filing Agreement.

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20th Floor New York, NY 10019 Telephone: (2

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File N

NextDecade Announces Framework Agreements with Global Infrastructure Partners and TotalEnergies to Support the Development of the Rio Grande LNG Project

Exhibit 99.1 NextDecade Announces Framework Agreements with Global Infrastructure Partners and TotalEnergies to Support the Development of the Rio Grande LNG Project HOUSTON-(BUSINESS WIRE)-June 14, 2023- NextDecade Corporation (NextDecade) (NASDAQ: NEXT) today announced that it has entered into framework agreements with Global Infrastructure Partners (GIP) and TotalEnergies (NYSE: TTE) to enable

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan (Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed June 1, 2023)

EQUITY PLAN AMENDMENT AMENDMENT OF THE NEXTDECADE CORPORATION 2017 OMNIBUS INCENTIVE PLAN This Amendment (“Amendment”) of the 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”) of NextDecade Corporation, a Delaware corporation (the “Company”), is adopted by the Company on April 20, 2023, subject to approval by the Company’s stockholders (the “Stockholders”).

Prospectus NextDecade Corporation 5,835,277 shares of Common Stock for Sale by the Selling Stockholders

424B3 1 next20230517424b3.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-271775 Prospectus NextDecade Corporation 5,835,277 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or a supplement hereto of 5,835,277 shares of common stock, par value $0

May 17, 2023

May 17, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-3 (File No. 333-271775) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the effective date for

First Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility.

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” FIRST AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PRO

Second Amendment to the Precedent Agreement for Firm Natural Gas Transportation Service for the Rio Bravo Pipeline.

Exhibit 10.4 SECOND AMENDMENT TO THE PRECEDENT AGREEMENT FOR FIRM NATURAL GAS TRANSPORTATION SERVICE FOR THE RIO BRAVO PIPELINE THIS SECOND AMENDMENT TO THE PRECEDENT AGREEMENT FOR FIRM NATURAL GAS TRANSPORTATION SERVICE FOR THE RIO BRAVO PIPELINE (this “Amendment”) is made and entered into effective this 23rd day of March, 2023, by and between Rio Grande LNG Gas Supply LLC (“Customer”) and Rio Br

Second Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Train 3 of the Rio Grande Natural Gas Liquefaction Facility.

Exhibit 10.3 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” SECOND AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3684

First Amendment to the Amended and Restated Fixed Price Turnkey Agreement for the Engineering, Procurement, and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility.

Exhibit 10.1 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” FIRST AMENDMENT TO THE AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PRO

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) NextDecade Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on May 9, 2023

As filed with the Securities and Exchange Commission on May 9, 2023 No. 333‑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46‑5723951 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi

Definitive Proxy Statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) ☒ Defin

NEXT / NextDecade Corporation / York Capital Management Global Advisors, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) York Capital Management Global Advisors LLC 1330 Avenue of the Americas, 20th Floor New York, NY 10019 Telephone: (2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 NEXTDECADE CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

NEXT / NextDecade Corporation / VALINOR MANAGEMENT, LLC - SC 13D/A Activist Investment

SC 13D/A 1 brhc10049767sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) David Gallo Valinor Management L.P. 405 Lexington Avenue, 34th Floor New Y

Form of performance-based restricted stock unit agreement

Exhibit 10.38 NEXTDECADE CORPORATION 2017 Omnibus Incentive Plan Performance-Based Restricted Stock Unit Award Agreement This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NextDecade Corporation, a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”). RECITALS WHEREAS, the Company has adopte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842 NEX

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of NextDecade Corporation Subsidiary Name State of Incorporation NextDecade LNG, LLC Delaware NEXT Carbon Solutions, LLC Texas Rio Grande LNG, LLC Texas

Form of time-based restricted stock unit agreement

Exhibit 10.37 NEXTDECADE CORPORATION 2017 Omnibus Incentive Plan Time-Based Restricted Stock Unit Award Agreement This Time-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between NextDecade Corporation, a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”). RECITALS WHEREAS, the Company has adopted the NextDeca

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0.0001 par value per share, of NextDecade

NEXT / Nextdecade Corp / HGC Next Inv LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* NextDecade Corporation (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Seung Jin Kim 501 2nd Street, Suite 500 San Francisco, CA 94107 415-605-0200 (Name, Address and Telephone Number of Person Auth

COMMON STOCK PURCHASE AGREEMENT

EX-10.5 2 ss1751191ex1005.htm COMMON STOCK PURCHASE AGREEMENT Execution Version COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 3, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and each purchaser identified on the Schedule of Purchasers attache

NEXT / Nextdecade Corp / Ninteenth Investment Co LLC - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 NextDecade Corporation (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 65342K 105 (CUSIP Number) Ninteenth Investment Company LLC P.O. Box 45005 Abu Dhabi United Arab Emirates +971 2413-400 with a copy to: Christopher For

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2023 NEXTDECADE CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2023 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fil

Common Stock Purchase Agreement, dated as of February 3, 2023, by and between the Company and the Purchasers.

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of February 3, 2023 (the “Effective Date”), is entered into by and between NextDecade Corporation, a Delaware corporation (“NextDecade” or the “Company”), and each purchaser identified on the Schedule of Purchasers attached hereto as Schedule I (each, a “Purchaser” and collectively, the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 NEXTDECADE CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 20, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fi

NextDecade and Galp Execute 1.0 MTPA LNG Sale and Purchase Agreement

NextDecade and Galp Execute 1.0 MTPA LNG Sale and Purchase Agreement HOUSTON – (BUSINESS WIRE) – December 20, 2022 – NextDecade Corporation (NextDecade) (NASDAQ: NEXT) announced today the execution of a sale and purchase agreement (SPA) with Galp Trading S.A. (Galp), for the long-term supply of liquefied natural gas (LNG) from NextDecade's Rio Grande LNG (RGLNG) export project in Brownsville, Texa

and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of September 14, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022)

Exhibit 10.1 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAINS 1 AND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

Fifth 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 September 15, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed November 10, 2022)

Exhibit 10.2 CERTAIN INFORMATION OF THIS DOCUMENT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” AMENDED AND RESTATED FIXED PRICE TURNKEY AGREEMENT for the ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAIN 3 of t

NextDecade Corporation 15,454,160 shares of Common Stock for Sale by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267680 Prospectus NextDecade Corporation 15,454,160 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or a supplement hereto of 15,454,160 shares of common stock, par value $0.0001 per share (the ?Common Stock?), o

October 11, 2022

October 11, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-1 (File No. 333-267680) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the effective date

As filed with the Securities and Exchange Commission on September 30, 2022

As filed with the Securities and Exchange Commission on September 30, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-5723951 (State or other jurisdiction of incorporation or organization) (Primary Stan

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??Form S-1??.. (Form Type) ?????.????? NextDecade Corporation ??????????.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Pri

Registration Rights Agreement, dated as of September 19, 2022, by and between the Company and the various investors party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K, filed September 19, 2022)

Exhibit 10-2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of September 19, 2022, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the ?Company?), and certain entities listed on Schedule I (the ?Holders?) attached hereto.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 14, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission F

Common Stock Purchase Agreement, dated as of September 14, 2022, by and between the Company and the various investors party thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K, filed September 19, 2022)

Exhibit 10-1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of September 14, 2022 (the ?Effective Date?), is entered into by and between NextDecade Corporation, a Delaware corporation (?NextDecade? or the ?Company?), and each purchaser identified on the Schedule of Purchasers attached hereto as Schedule I (each, a ?Purchaser? and collectively, the ?Purchasers?).

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

Fourth 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 April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel, Oil, Gas and Chemicals, Inc. (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed August 11, 2022)

Exhibit 10.3 FOURTH AMENDMENT TO THE FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAIN 3 OF THE RIO GRANDE NATURAL GAS LIQUEFACTION FACILITY THIS FOURTH AMENDMENT TO THE FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAIN 3 OF THE RIO GRANDE NATURAL GAS LIQUEFACTION FACILITY (this ?Amendment?) is made and executed as of th

Fourth Amendment to the Fixed Price Turnkey Agreement for the Engineering, Procurement and Construction of Trains 1 and 2 of the Rio Grande Natural Gas Liquefaction Facility, made and executed as of April 29, 2022, by and between Rio Grande LNG, LLC and Bechtel Energy Inc.

Exhibit 10.2 FOURTH AMENDMENT TO THE FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAINS 1 AND 2 OF THE RIO GRANDE NATURAL GAS LIQUEFACTION FACILITY THIS FOURTH AMENDMENT TO THE FIXED PRICE TURNKEY AGREEMENT FOR THE ENGINEERING, PROCUREMENT AND CONSTRUCTION OF TRAINS 1 AND 2 OF THE RIO GRANDE NATURAL GAS LIQUEFACTION FACILITY (this ?Amendment?) is made and exe

Second Amendment to Lease Agreement, made and entered into as of April 20, 2022, by and between Brownsville Navigation District of Cameron County, Texas and Rio Grande LNG, LLC (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed August 11, 2022)

Exhibit 10.1 SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT (this ?Amendment?) is made and executed as of the 20th day of April, 2022 (the ?Amendment Effective Date?), by and between BROWNSVILLE NAVIGATION DISTRICT OF CAMERON COUNTY, TEXAS, a navigation district organized, created and existing under and by virtue of the laws of the State of Texas, with its domicile in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842

NextDecade Corporation 3,374,741 shares of Common Stock for Sale by the Selling Stockholders

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265827 Prospectus NextDecade Corporation 3,374,741 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or a supplement hereto of 3,374,741 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of

July 5, 2022

July 5, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-1 (File No. 333-265827) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the effective date for

As filed with the Securities and Exchange Commission on June 24, 2022

As filed with the Securities and Exchange Commission on June 24, 2022 Registration No.

Filing Fee Table

EX-FILING FEES 5 ex389183.htm Exhibit 107 Calculation of Filing Fee Tables ……Form S-1…….. (Form Type) …………….…………… NextDecade Corporation ………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2)

Amended and Restated Bylaws of NextDecade Corporation, as amended March 3, 2021(Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed June 24, 2022).

Exhibit 4.2 BYLAWS OF NEXTDECADE CORPORATION As amended through March 3, 2021 ARTICLE I OFFICES 1.1 Registered Office. The registered office of NextDecade Corporation (the ?Corporation?) in the State of Delaware shall be established and maintained at 850 New Burton Road, Suite 201, Dover, Delaware 19904, Kent County and National Cogency Global Inc. shall be the registered agent of the corporation

Filing Fee Table

EX-FILING FEES 5 ex389185.htm Exhibit 107 Calculation of Filing Fee Tables ……Form S-8…….. (Form Type) …………….…………… NextDecade Corporation ………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Ma

Amended and Restated Bylaws, as amended March 3, 2021

Exhibit 4.2 BYLAWS OF NEXTDECADE CORPORATION As amended through March 3, 2021 ARTICLE I OFFICES 1.1 Registered Office. The registered office of NextDecade Corporation (the ?Corporation?) in the State of Delaware shall be established and maintained at 850 New Burton Road, Suite 201, Dover, Delaware 19904, Kent County and National Cogency Global Inc. shall be the registered agent of the corporation

As filed with the Securities and Exchange Commission on June 24, 2022

As filed with the Securities and Exchange Commission on June 24, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-5723951 (State or other jurisdiction of incorporation or organization) (Primary Standard

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File N

Amendment of the NextDecade Corporation 2017 Omnibus Incentive Compensation Plan

EQUITY PLAN AMENDMENT AMENDMENT OF THE NEXTDECADE CORPORATION 2017 OMNIBUS INCENTIVE PLAN This Amendment (?Amendment?) of the 2017 Omnibus Incentive Plan, as amended from time to time (the ?Plan?) of NextDecade Corporation, a Delaware corporation (the ?Company?), is adopted by the Company on May 11, 2022, subject to approval by the Company?s stockholders (the ?Stockholders?).

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File Nu

NextDecade Announces Departure of COO Ivan Van der Walt

Exhibit 99.1 NextDecade Announces Departure of COO Ivan Van der Walt HOUSTON (BUSINESS WIRE) ? June 8, 2022 - NextDecade Corporation (?NextDecade?) (NASDAQ: NEXT) announced today that its Chief Operating Officer, Ivan Van der Walt, will leave the company to pursue other opportunities, effective June 10, 2022. His legacy is the strong engineering, construction, and regulatory leadership team he ass

NextDecade Corporation 4,618,226 shares of Common Stock for Sale by the Selling Stockholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-265115 Prospectus NextDecade Corporation 4,618,226 shares of Common Stock for Sale by the Selling Stockholder This prospectus relates to the offer and sale from time to time by the selling stockholder identified in this prospectus or a supplement hereto of 4,618,226 shares of common stock, par value $0.0001 per share (the ?Common Stock?), of Ne

June 1, 2022

June 1, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-1 (File No. 333-265115) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the effective date for

As filed with the Securities and Exchange Commission on May 20, 2022

As filed with the Securities and Exchange Commission on May 20, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 6770 46-5723951 (State or other jurisdiction of incorporation or organization) (Primary Standard I

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??Form S-1??.. (Form Type) ?????.????? NextDecade Corporation ??????????.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Pri

NEXTDECADE CORPORATION ANNUAL REPORT TO STOCKHOLDERS For the Year Ended December 31, 2021 EXPLANATORY NOTE

NEXTDECADE CORPORATION ANNUAL REPORT TO STOCKHOLDERS For the Year Ended December 31, 2021 EXPLANATORY NOTE This Annual Report to Stockholders of NextDecade Corporation (the ?Company?) for the year ended December 31, 2021 includes the Company?s previously filed Annual Report on Form 10-K for the year ended December 31, 2021 as well as additional disclosures on the last page of this report that are required to be included in annual reports to stockholders.

Definitive Proxy Statement on Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) ? Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-3684

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File Num

NextDecade Corporation 128,238,718 shares of Common Stock for Sale by the Selling Stockholders

Prospectus Filed Pursuant to Rule 424(b)(3) Registration No. 333-261021 NextDecade Corporation 128,238,718 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or in a supplement hereto of up to an aggregate of 128,238,718 shares of common stock, par value $0.0001 per sh

As filed with the Securities and Exchange Commission on April 14, 2022

As filed with the Securities and Exchange Commission on April 14, 2022 No. 333-261021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-3 on FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46-5723951 (State or other jurisdiction of i

Registration Rights Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 6, 2022, is made and entered into by and among NextDecade Corporation, a Delaware corporation (the ?Company?), and certain entities listed on Schedule 1 (the ?Holders?) attached hereto. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File N

Common Stock Purchase Agreement, dated as of April 6, 2022, by and between the Company and HGC NEXT INV LLC

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of April 6, 2022, is entered into by and between NextDecade Corporation, a Delaware corporation (?NextDecade? or the ?Company?), and HGC NEXT INV LLC, a Delaware limited liability company (the ?Purchaser?). NextDecade and the Purchaser are referred to herein individually as a ?Party? and

Subsidiaries of the Company

Exhibit 21.1 Subsidiaries of NextDecade Corporation Subsidiary Name State of Incorporation NextDecade LNG, LLC Delaware NEXT Carbon Solutions, LLC Texas Rio Grande LNG, LLC Texas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842 NEX

Form of time-based restricted stock unit agreement

Exhibit 10.32 NEXTDECADE CORPORATION 2017 Omnibus Incentive Plan Time-Based Restricted Stock Unit Award Agreement This Time-Based Restricted Stock Unit Award Agreement (this ?Agreement?) is made by and between NextDecade Corporation, a Delaware corporation (the ?Company?), and [?] (the ?Participant?), effective as of [?] (the ?Date of Grant?). RECITALS WHEREAS, the Company has adopted the NextDeca

Form of performance-based restricted stock unit agreement

Exhibit 10.33 NEXTDECADE CORPORATION 2017 Omnibus Incentive Plan Performance-Based Restricted Stock Unit Award Agreement This Performance-Based Restricted Stock Unit Award Agreement (this ?Agreement?) is made by and between NextDecade Corporation, a Delaware corporation (the ?Company?), and [?] (the ?Participant?), effective as of [?] (the ?Date of Grant?). RECITALS WHEREAS, the Company has adopte

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission Fi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2022 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

NextDecade Corporation 2,175,856 shares of Common Stock for Sale by the Selling Stockholders

Prospectus Filed Pursuant to Rule 424(b)(3) Registration No. 333-261021 NextDecade Corporation 2,175,856 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or in a supplement hereto of up to an aggregate of 2,175,856 shares of common stock, par value $0.0001 per share

November 18, 2021

November 18, 2021 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-3 (File No. 333-261021) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that th

As filed with the Securities and Exchange Commission on November 12, 2021

As filed with the Securities and Exchange Commission on November 12, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46-5723951 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2021 NEXTDECADE CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 27, 2021 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File

Common Stock Having an Aggregate Offering Price of Up to $50,000,000

Filed pursuant to Rule 424(b)(5) Registration No. 333-254781 PROSPECTUS SUPPLEMENT (To the Prospectus Dated May 7, 2021) Common Stock Having an Aggregate Offering Price of Up to $50,000,000 This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of common stock, $0.0001 par value, of NextDecade Corporation having an aggregate offering price of up t

ATM Sales Agreement, dated August 27, 2021 by and between the Company, as issuer, and Virtu Americas LLC, as sales agent

Exhibit 1.1 NextDecade Corporation Common Stock ATM Sales Agreement August 27, 2021 Virtu Americas LLC One Liberty Plaza 165 Broadway New York, NY 10006 Ladies and Gentlemen: NextDecade Corporation, a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Virtu Americas LLC (?Virtu?) as follows: 1. Issuance and Sale of Securities. The Company agrees that, from time to

NEXT / Nextdecade Corp / VALINOR MANAGEMENT, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) NextDecade Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of class of securities) 65342K105 (CUSIP number) David Gallo Valinor Management L.P. 510 Madison Avenue, 25th Floor New York, New York 10022 (212) 918-5230 With copie

JOINT FILING AGREEMENT

EXHIBIT 24 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.

NextDecade Corporation 14,594,379 shares of Common Stock for Sale by the Selling Stockholders

Prospectus Filed Pursuant to Rule 424(b)(3) Registration No. 333-257923 NextDecade Corporation 14,594,379 shares of Common Stock for Sale by the Selling Stockholders This prospectus relates to the offer and sale from time to time by the selling stockholders identified in this prospectus or in a supplement hereto of up to an aggregate of 14,594,379 shares of common stock, par value $0.0001 per shar

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 30, 2021 NEXTDECADE CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-36842 46-5723951 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-36842

NextDecade Announces Issuance of Preferred Equity

Exhibit 99.1 NextDecade Announces Issuance of Preferred Equity HOUSTON-(BUSINESS WIRE)? Aug 2, 2021- NextDecade Corporation (NextDecade or the Company) (NASDAQ: NEXT) announced today that it has agreed to sell $5.0 million of Series C Convertible Preferred Stock (Series C Preferred Stock). The Series C Preferred Stock is being issued in a private placement to TEP Next Decade, LLC, an affiliate of

Amendment No. 2 to Employment Agreement, dated June 2, 2021, by and between NextDecade Corporation and Matthew K. Schatzman (Incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed August 2, 2021)

Exhibit 10. 1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 (this ?Amendment?) to the Employment Agreement dated September 18, 2017, as amended by Amendment No. 1 thereto dated January 1, 2019 (collectively, the ?Agreement?) is entered into by and between NextDecade Corporation (the ?Company?) and Matthew K. Schatzman (the ?Executive?) as of June 1, 2021 (the ?Effective Date?). WHER

Series C Convertible Preferred Stock Purchase Agreement, dated as of July 30, 2021

Exhibit 10.1 SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this ?Agreement?), dated as of July 30, 2021 (the ?Effective Date?), is entered into by and between NextDecade Corporation, a Delaware corporation (?NextDecade? or the ?Company?), and TEP Next Decade, LLC, a Delaware limited liability company (the ?Purchaser?). NextDec

July 23, 2021

July 23, 2021 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for NextDecade Corporation Registration Statement on Form S-3 (File No. 333-257923) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, NextDecade Corporation hereby requests that the ef

As filed with the Securities and Exchange Commission on July 22, 2021

As filed with the Securities and Exchange Commission on July 22, 2021 No. 333-257923 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46-5723951 (State or other jurisdiction of incorporation or organization

As filed with the Securities and Exchange Commission on July 15, 2021

As filed with the Securities and Exchange Commission on July 15, 2021 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NextDecade Corporation (Exact name of registrant as specified in its charter) Delaware 46-5723951 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi