Hanwha Aerospace Increases NEXT Stake to 18.54M Shares in Sept Purchases

Rhea-AI Filing Summary

Hanwha Aerospace Co., Ltd. reported insider purchases of NextDecade Corp (NEXT) common stock on 09/23/2025 and 09/24/2025. On 09/23/2025 Hanwha Aerospace bought 551,819 shares at a weighted average price of $6.9856, increasing reported direct beneficial ownership to 18,088,187 shares. On 09/24/2025 it purchased 449,510 shares at a weighted average price of $7.0193, raising reported direct ownership to 18,537,697 shares. The filing also shows 17,536,369 shares held indirectly by Hanwha Ocean LLC, which Hanwha Aerospace may be deemed to beneficially own. The reporting person disclaims beneficial ownership except to the extent of its pecuniary interest and notes potential group affiliation but disclaims membership.

Insights

Financial Analyst

TL;DR: Significant open-market purchases increased reported direct ownership to 18.54 million shares across two days; weighted-average prices near $7.01.

The reported acquisitions on 09/23/2025 and 09/24/2025 total 1,001,329 shares bought at weighted averages of $6.9856 and $7.0193. These are non-derivative purchases, implying cash-funded open-market activity rather than option exercises. Reported direct beneficial ownership rose to 18,537,697 shares, and an additional 17,536,369 shares are held indirectly by Hanwha Ocean LLC. The filing includes standard disclaimers about beneficial ownership and group status, limiting affirmative claims about control or intent.

Corporate Governance Expert

TL;DR: Insider purchases are material for disclosure but the filing includes disclaimers about beneficial ownership and group status.

The Form 4 properly discloses two purchase transactions and specifies weighted-average price ranges for each day. The report notes indirect holdings through Hanwha Ocean LLC and contains a disclaimer about beneficial ownership and possible group affiliation. For governance and Section 16 purposes, these disclosures clarify transaction timing and ownership quantities but stop short of asserting control or group membership.

Insider Trade Summary

Net Buyer: 1,001,329 shares ($7,010,032)

Net Buy 3 txns

Insider Hanwha Aerospace Co., Ltd.

Role 10% Owner

Bought 1,001,329 shs ($7.01M)

Type	Security	Shares	Price	Value
Purchase	Common Stock	449,510	$7.0193	$3.16M
Purchase	Common Stock	551,819	$6.9856	$3.85M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 18,537,697 shares (Direct); Common Stock — 17,536,369 shares (Indirect, See footnote)

Footnotes (1)

1. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $6.8100 to $7.1550, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price. This filing shall not be deemed an admission that the reporting person is the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, or is subject to Section 16 of the Exchange Act. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $6.8200 to $7.2200, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price. Reflects securities held directly by Hanwha Ocean LLC. Hanwha Aerospace Co., Ltd. may be deemed to beneficially own the securities held directly by Hanwha Ocean LLC.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hanwha Aerospace Co., Ltd.

(Last) (First) (Middle)

1204, CHANGWON-DAERO, SEONGSAN-GU

(Street)

CHANGWON-SI, GYEONGSANGNAM-DO M5 51542

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp [ NEXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/23/2025		P		551,819	A	$6.9856(1)	18,088,187	D(2)
Common Stock	09/24/2025		P		449,510	A	$7.0193(3)	18,537,697	D(2)
Common Stock								17,536,369	I(2)	See footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $6.8100 to $7.1550, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

2. This filing shall not be deemed an admission that the reporting person is the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, or is subject to Section 16 of the Exchange Act. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

3. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $6.8200 to $7.2200, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

4. Reflects securities held directly by Hanwha Ocean LLC. Hanwha Aerospace Co., Ltd. may be deemed to beneficially own the securities held directly by Hanwha Ocean LLC.

Remarks:

The reporting person may be deemed a member of a "group" (as such term is used in Section 13(d) of the Exchange Act and the rules promulgated thereunder) that beneficially owns more than 10% of the outstanding shares of Common Stock. The reporting person disclaims membership in any such group.

	Hanwha Aerospace Co., Ltd. By: /s/ Jaeil Son Name: Jaeil Son Title: Chief Executive Officer	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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