TotalEnergies and GIP commit equity to Rio Grande LNG Train 4; NEXT stake rises on returns

Rhea-AI Filing Summary

NextDecade entered binding subscription agreements to finance the fourth liquefaction train of its Rio Grande LNG facility. Two external investors—a TotalEnergies SE subsidiary and a financial investor led by GIP—agreed to provide equity commitments of up to approximately $0.3 billion and $1.5 billion, respectively, in exchange for 10% and 50% equity interests in the Train 4 joint venture company (the Financial Investor’s interest reduces to 30% upon achievement of specified returns). Separately, NextDecade’s sponsor affiliate agreed to commit approximately $1.2 billion for a 40% interest, with NextDecade’s economic interest rising to 60% if the Financial Investor achieves certain returns. The agreements are conditioned on customary closing requirements, including the execution of definitive financing documents, absence of material adverse changes and a final investment decision. The contracts also include mutual indemnities allocating risks for breaches of representations and warranties.

Positive

• TotalEnergies subsidiary committed up to $0.3 billion to the Train 4 equity financing, providing strategic industry partnership
• Financial investor committed up to $1.5 billion, securing significant institutional capital for the project
• Sponsor affiliate committed up to $1.2 billion, ensuring NextDecade-related entities retain substantial project equity
• Clear equity allocation established: 10% (TTE), 50% (Financial Investor, reducing to 30% on returns), 40% (ND Train 4 Member) with mechanisms for NextDecade to increase economic interest to 60%

Negative

• Closing is conditioned on execution of definitive financing documents, a final investment decision and no material adverse changes, any of which could prevent closing
• Indemnity and representation obligations between Sponsor/ND Train 4 Member and JV Members create potential contingent liabilities and exposure for breaches
• Financial Investor’s economic interest reduces from 50% to 30% upon achievement of certain returns, altering long-term economic allocations under defined conditions

Insights

Project Finance Analyst

TL;DR: Secures major equity commitments and a strategic partner but closing hinges on financing, final investment decision and customary conditions.

The subscription agreements attach substantial equity commitments explicitly stated as up to $0.3 billion from a TotalEnergies subsidiary, $1.5 billion from a financial investor vehicle, and $1.2 billion from the sponsor affiliate, allocated as 10%, 50% (reducing to 30%) and 40% interests in Train 4 JVCo respectively. From a project-finance perspective, these commitments materially advance Train 4’s equity funding plan and bring a strategic oil & gas partner into the capital structure. However, material closing conditions—execution of financing documentation and a final investment decision—are explicit and could prevent consummation if unmet. Indemnity provisions indicate negotiated risk allocation between sponsor and investors.

M&A / Strategic Partnerships Specialist

TL;DR: Strategic investment from TotalEnergies and a large financial investor strengthens project backing, while contractual conditions and indemnities define near-term execution risk.

The agreements formalize option exercises by the JV Members and define clear equity stakes: the TotalEnergies affiliate at 10%, the financial investor at 50% (with a reduction mechanism to 30%) and the sponsor affiliate at 40%. Such partner composition signals strategic alignment and institutional capital support for Train 4. The presence of customary representations, warranties and reciprocal indemnities shows standard legal risk allocation. Materiality for investors lies in the explicit closing conditions—absence of material adverse changes, definitive financing documentation and the final investment decision—which retain execution risk until satisfied.

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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)			(Commission File Number)			(I.R.S. Employer Identification No.)
1000 Louisiana Street, Suite 3300
Houston, Texas						77002
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (713) 574-1880

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, $0.0001 par value

NEXT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

On August 7, 2025, NextDecade Corporation (“NextDecade”), through its wholly owned subsidiaries NextDecade LNG, LLC (the “Sponsor”), Rio Grande LNG Phase 2 Intermediate Super Holdings, LLC (the “ND Train 4 Member”) and Rio Grande LNG Train 4 Intermediate Holdings, LLC (the “Train 4 JVCo”), entered into subscription agreements (the “Investor Subscription Agreements”) with (i) Global LNG North America Corp., a subsidiary of TotalEnergies SE (the “TTE Member”) and (ii) GIP V Velocity Aggregator T4, L.P. (the “Financial Investor Member” and, together with the TTE Member, the “JV Members”) and solely for the purposes set forth therein, with GIP V Velocity Acquisition Partners T4, L.P., a Delaware limited partnership (“GIP Acquisition Partners”), and GIM Participation Velocity, L.P., a Delaware limited partnership (“GIM” and, together with GIP Acquisition Partners, the “GIP Member Owner”), Devonshire Investment Pte. Ltd., a Singapore private company (the “GIC Member Owner” and together with the GI Member Owner, the “Financial Investor Member Owners”), whereby the TTE Member and the Financial Investor Member agreed to provide equity commitments of up to approximately $0.3 billion and $1.5 billion, respectively, to finance the development of the fourth liquefaction train of the Rio Grande LNG Facility and associated common facilities (the “Train 4 Project”) in exchange for 10% and 50% equity interests, respectively, in Train 4 JVCo, with the Financial Investor Member’s economic interest reducing to 30% upon the achievement of certain returns on its investment in the Train 4 Project. The Financial Investor Subscription Agreement contemplates the potential accession thereto as a Financial Investor Member Owner by MIC TI Holding Company 2 RSC Limited, an ADGM Restricted Scope Company, with respect to a portion of the Financial Investor Member’s aggregate equity commitment. Also on August 7, 2025, NextDecade, through Sponsor, together with the ND Train 4 Member and Train 4 JVCo, entered into a subscription agreement (the “ND Subscription Agreement” and together with the Investor Subscription Agreements, the “Subscription Agreements”) whereby ND Train 4 Member agreed to provide an equity commitment of up to approximately $1.2 billion to finance the Train 4 Project in exchange for a 40% equity interest in Train 4 JVCo, with NextDecade’s economic interest increasing to 60% upon the achievement by Financial Investor Member of certain returns on its investment in the Train 4 Project.

The entry by the JV Members into the Investor Subscription Agreements constitutes their respective exercise of options to invest in Train 4 equity. The closing of the transactions contemplated by the Subscription Agreements is conditioned upon the achievement of certain closing conditions, including the absence of material and adverse changes related to the Train 4 Project, the execution of suitable definitive financing documentation and the taking of a final investment decision on the Train 4 Project.

Each Investor Subscription Agreement contains certain customary representations, warranties and covenants. Pursuant to the Investor Subscription Agreements, and subject to certain limitations set forth therein, (i) Sponsor and the ND Train 4 Member agreed to indemnify the applicable JV Members (or, in the case of the Financial Investor Member, the Financial Investor Member Owners) from and against losses resulting from any breaches by Sponsor or the ND Member of certain representations, warranties, and covenants under the Investor Subscription Agreements; and (ii) the applicable JV Members (or, in the case of the Financial Investor Member, the Financial Investor Member Owners) and certain related parties have agreed to severally indemnify Sponsor and the ND Train 4 Member from any losses resulting from the breach of certain fundamental representations and warranties by such applicable JV Member (and, in the case of the Financial Investor Member, the Financial Investor Member Owners).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 11, 2025

			NEXTDECADE CORPORATION
			By:			/s/ Vera de Gyarfas
						Name: Vera de Gyarfas
						Title: General Counsel

FAQ

What equity commitments did NextDecade secure for Rio Grande LNG Train 4 (NEXT)?

TotalEnergies' subsidiary committed up to $0.3 billion, a financial investor committed up to $1.5 billion, and the ND Train 4 Member committed up to $1.2 billion.

What equity stakes were agreed for Train 4 JVCo in the subscription agreements?

The TotalEnergies affiliate receives 10%, the Financial Investor receives 50% (reducing to 30% upon certain returns), and the ND Train 4 Member receives 40%.

Are the subscription agreements final and closed?

No. The transactions are conditioned on customary closing items including the execution of definitive financing documentation, absence of material adverse changes and a final investment decision.

Do the agreements include risk allocation or indemnities?

Yes. The Investor Subscription Agreements contain representations, warranties and reciprocal indemnities allocating losses for breaches between Sponsor/ND Train 4 Member and the JV Members or their owners.

Does NextDecade’s economic interest change under the agreements?

Yes. NextDecade’s economic interest in Train 4 JVCo increases to 60% upon the Financial Investor Member achieving certain returns, per the ND Subscription Agreement.