NextDecade Corp SEC Filings

General Atlantic-affiliated funds have disclosed a significant investment in NextDecade Corp, reporting beneficial ownership of 16,658,563 shares of common stock, or 5.9% of the class. The position is held through a group of Delaware entities investing via convertible loans and stock warrants.

APSC II Holdco I may acquire 8,272,308 shares upon converting $78,586,925 of Series A term loans at an exchange price of $9.50 per share, maturing on November 17, 2030. APSC II Holdco II holds 8,386,255 common stock purchase warrants across three tranches with exercise prices of $7.15 and $9.30 per share and expiries in 2031 and 2032.

The loans carry 8.0% annual interest and are secured by equity interests in Super Holdings and its subsidiaries. The investor group also holds registration rights and board designation and observer rights tied to the size of its economic stake, allowing ongoing influence over governance and potential future share issuances.

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 Corp controller Luke Boylston reported a routine tax-related share disposition. On May 13, 2026, 1,312 shares of common stock were withheld at $8.54 per share to satisfy tax withholding obligations tied to vesting restricted stock units.

After this tax-withholding disposition, Boylston directly holds 219,509 shares of NextDecade common stock. This event reflects automatic share withholding for taxes rather than an open-market purchase or sale decision.

NextDecade Corporation registered 19,730,742 shares of Common Stock for resale by selling stockholders.

The registration covers 9,204,426 Warrant Shares issuable upon exercise of warrants and 10,526,316 Exchange Shares issuable upon exchange of Series A Loans under the A&R Corporate Credit Agreement, pursuant to the Second Amended and Restated Registration Rights Agreement. The Company is not selling any shares hereunder and will receive no proceeds from these resales.

NextDecade Corporation reported a net loss attributable to common stockholders of $136.4 million for the quarter ended March 31, 2026, or $0.51 per share, as it continues to construct its Rio Grande LNG Facility with no revenues yet recognized. Total assets reached $13.23 billion, driven mainly by $11.66 billion of property, plant and equipment under construction, while debt, net totaled $9.36 billion and cash, cash equivalents and restricted cash were $465.1 million.

Phase 1 (Trains 1–2 and common facilities) was 67.8% complete and Train 3 was 44.2% complete as of March 2026, with early electrical commissioning underway on Train 1 and first gas expected in the second half of 2026. Train 4 and Train 5 were 10.6% and 6.8% complete, respectively, supporting an expected total production capacity of about 30 MTPA.

The company continued to fund heavy construction, using $1.18 billion in investing cash flows and raising $817 million of new debt and $248.7 million of equity commitments in the quarter. It also entered LNG sales agreements covering over 175 TBtu of early cargoes for 2027–2028, targeting cargo margins above $3.00 per MMBtu.

NextDecade Corporation is asking stockholders to vote at a fully virtual annual meeting on June 3, 2026. Holders of 264,979,673 shares of common stock as of April 15, 2026 may participate online.

Stockholders will elect four Class C and two Class B directors, vote on increasing shares under the 2017 Omnibus Incentive Plan, cast an advisory vote on named executive officer pay, and ratify KPMG LLP as auditor for 2026. The Board recommends voting in favor of all proposals.

The proxy highlights progress at the Rio Grande LNG facility, including Phase 1 construction ~58% complete as of December 2025, positive final investment decisions on Trains 4 and 5 supported by about $13.4 billion in project financing, and a total recordable incident rate of 0.22. For 2025, executives earned annual incentives at 157% of target under a scorecard tied mainly to safety, construction, contracting, financing, and regulatory milestones.

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 Corp director Pamela K.M. Beall reported an open-market purchase of 71,500 shares of Common Stock at a weighted-average price of $7.07 per share through a family trust. The filing notes these shares were bought in multiple trades at prices ranging from $6.9450 to $7.1150.

After these transactions, the report shows 71,500 shares held indirectly via a family trust and 37,007 shares held directly. This filing highlights a net increase in Beall’s beneficial exposure to NextDecade stock.