Every 8-K that NextDecade Corporation (NEXT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NEXT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NEXT filings page.
NextDecade Corporation, through its subsidiary Rio Grande LNG, completed a multi‑tranche private offering of senior secured notes to institutional investors. Rio Grande LNG issued $1,000 million of 5.250% Notes due 2031, $500 million of 5.500% Notes due 2034, $1,250 million of 5.750% Notes due 2036, and $750 million of 6.150% Notes due 2041 under a new indenture.
Rio Grande LNG plans to use the net proceeds primarily to repay a portion of outstanding borrowings under existing credit agreements and to pay related fees and expenses. The notes are secured obligations ranking pari passu with other senior secured debt under a Common Terms Agreement and include covenants limiting additional indebtedness, restricted payments, asset sales, liens, and certain mergers or dissolutions.
The indenture also requires periodic financial reporting to the trustee and noteholders, with the company expecting to post Rio Grande LNG’s quarterly financial information on its website. In specified cases, including a change of control, Rio Grande LNG must offer to repurchase the notes at 101% or par, as detailed in the indenture.
NextDecade Corporation disclosed that its indirect subsidiary Rio Grande LNG Intermediate HoldCo Borrower, LLC entered a new $1.0 billion term loan facility. The borrower will primarily contribute the proceeds as equity to Rio Grande LNG, which will use them to reduce outstanding project borrowings and cover related fees and expenses.
The RGLNG HoldCo Loans bear interest at 7.05% per annum, payable semi-annually, with interest paid in kind until after the third anniversary unless cash payments are elected. The loans mature on June 17, 2033 and include call protection and step-down prepayment premiums through June 17, 2030.
The credit agreement includes customary covenants and events of default, requires a minimum debt service coverage ratio of 1.05:1.00, and is secured by equity interests in the borrowing entities and substantially all of the borrower’s real and personal property. A collateral and intercreditor agreement governs relationships among this facility and any future pari passu secured debt.
NextDecade Corporation appointed John Zuklic as Chief Financial Officer, effective July 6, 2026. He has more than 30 years of energy industry experience, including senior finance roles at Citgo Petroleum, Phillips 66 and ConocoPhillips, with responsibilities spanning financial strategy, capital structuring and large-scale transformation projects.
His compensation includes a $600,000 annual base salary, a target annual bonus equal to 100% of base salary, and an annual long-term incentive award valued at $2,100,000 under the company’s 2017 Omnibus Incentive Plan. His employment is at will and there are no related-party relationships or transactions disclosed.
At the 2026 Annual Meeting, stockholders elected Class B and Class C directors, approved an amendment to the 2017 Omnibus Incentive Plan to add 5,000,000 shares, supported executive compensation in an advisory vote, and ratified KPMG LLP as independent auditors for the fiscal year ending December 31, 2026.
NextDecade Corporation entered into an amended and restated employment agreement with Chairman and Chief Executive Officer Matthew Schatzman, effective April 15, 2026. The agreement runs initially through April 15, 2029, with automatic one-year renewals unless either party gives 90 days’ prior notice.
The contract sets an annual base salary of $1,000,000, with a target annual bonus of 130% of base salary, plus eligibility for long-term incentive awards under the Omnibus Incentive Plan and customary employee benefits. It also details severance protections if his employment ends without Cause or for Good Reason, including enhanced cash payments, extended benefits, and equity vesting in certain Change of Control scenarios.
NextDecade Corporation entered into an amended and restated credit agreement through its subsidiary Rio Grande LNG Super Holdings, LLC, adding an incremental $50 million Series A term loan and recharacterizing $50 million of existing principal as Series A loans. These Series A loans mature on November 17, 2030, bear interest at 8.0% per annum, and are exchangeable into NextDecade common stock at $9.50 per share. Remaining principal under the prior facility is now Series B loans, which mature on October 16, 2030 and accrue interest at 13.5% per annum, with detailed prepayment premium schedules for both series.
The agreement is secured by equity and substantially all personal property of Super Holdings and removes a prior obligation to offer full prepayment tied to earlier financing transactions. In connection with this refinancing, NextDecade extended the exercise periods of existing Tranche A/B and Tranche C warrants, granted registration rights for shares issuable under the warrants and exchange feature, and expanded governance rights for lender General Atlantic, including the right to nominate one director candidate and maintain a board observer role subject to loan and equity value thresholds.
NextDecade Corporation approved a final investment decision for the Rio Grande LNG Train 5 project and executed a comprehensive project financing package. RG5 entered a construction/term loan facility of $3.589 billion, a private placement of $500 million 6.56% senior secured notes due 2050, and related common terms, collateral, and intercreditor agreements. The company also arranged a FinCo facility of $1.463 billion (with a $1.192 billion letter of credit sublimit) and expanded Super FinCo borrowing by $600 million to be consolidated into a $1.2 billion tranche at 13.0%.
The EPC lump-sum for Train 5 is approximately $4.36 billion, with total project costs estimated at $6.66 billion; commercial operations are expected in the first half of 2031. Covenants include hedging requirements and a minimum debt service coverage ratio of 1.10:1.00. RG5 paid $117 million to NextDecade LNG, LLC for reimbursed development and services fees. Equity for Train 5 will be funded through JV agreements and the FinCo/Super FinCo structures.
Governance changes include appointing Luke Boylston as Chief Accounting Officer with a grant of 150,000 RSUs, and a transition agreement with outgoing CFO Brent Wahl, including 74,503 RSUs vesting per grant terms.
NextDecade Corporation disclosed that its Chief Financial Officer, Brent Wahl, informed the company on October 6, 2025 that he will resign effective October 20, 2025. The company and Mr. Wahl intend to enter a consulting arrangement covering the period through December 31, 2025 to support a smooth transition. The company named Michael Mott, age 65, as interim principal financial officer while a search for a permanent CFO is conducted. Mr. Mott joined NextDecade in June 2021 and has served in several senior roles including Senior Vice President, Enterprise Transformation (appointed July 2024) and Senior Vice President, Carbon Solutions (since February 2022), and previously held CFO and senior finance roles at other energy companies.
NextDecade completed a final investment decision for the Rio Grande LNG Train 4 Project and implemented related financing and governance arrangements. The company and project affiliates executed a T4 Credit Agreement providing up to $3.847 billion of construction/term loans, with interest based on SOFR+2.00% or base rate+1.00% and step-down margins tied to credit ratings. The EPC lump-sum contract price with Bechtel is approximately $4.77 billion, and total Train 4 project costs are estimated at $6.68 billion. Commercial operation is expected in the second half of 2030. JV members committed $2.83 billion of equity for the Train 4 Project, with NextDecade’s ND member share initially 40% (about $1.13 billion). Additional facilities and credit arrangements include a $225 million Corporate Credit Agreement and referenced FinCo/Super FinCo facilities. The T4 financing documents include customary project-finance covenants, a required historical debt service coverage ratio of 1.10:1.00 from the initial principal payment date, mandatory prepayment triggers, and intercreditor, collateral and security arrangements.
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.
On 29 Jul 2025 NextDecade Corp. (NASDAQ: NEXT) expanded its board from nine to twelve directors and filled the new seats with three seasoned executives.
- Pamela Beall (ex-Marathon Petroleum CFO) joins as Class A director and will sit on the Audit, Construction & Operations, and Finance Committees.
- In Kyu Park—Hanwha Group affiliate nominee—replaces Timothy Wyatt as Class B director and will serve on Construction & Operations and Finance.
- Diana Sands (former Boeing SVP, Internal Governance) becomes a Class C director and will sit on the Audit, Compensation, and Nominating/Corporate Governance & Enterprise Sustainability Committees.
All three will stand for election at the 2026 annual meeting. Beall and Sands will receive prorated cash and equity awards under the existing director compensation policy; Park will be reimbursed for meeting expenses. The filing states that none of the appointees has related-party transactions requiring disclosure under Item 404(a). No financial performance data or strategic transaction details were included.