NextDecade Corporation's SEC filings document the financing, governance and capital-structure records tied to its Rio Grande LNG development business. Recent 8-K reports describe material definitive agreements for Rio Grande LNG Train 4 and Train 5 subsidiaries, including common terms agreements, equity contribution agreements, credit agreements, collateral and intercreditor arrangements, secured debt instruments, notes and related security documents.
The filings also cover amended credit arrangements at a wholly owned indirect subsidiary, exchangeable loan features, officer employment and compensation agreements, chief financial officer transition disclosures, board appointments and annual proxy matters. Proxy materials include executive compensation, equity awards, director elections and shareholder meeting governance for the Nasdaq-listed common stock.
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.
NextDecade Corp ownership disclosure: a group led by General Atlantic and related Atlantic Park entities reports shared beneficial ownership positions in NextDecade common stock.
The filing shows APSC II Holdco I holds 8,495,310 shares (3.0%) and APSC II Holdco II holds 8,386,255 shares (3.0%); several related entities report shared voting and dispositive power over 16,881,565 shares (displayed as 6.0%). Percentages are calculated on an aggregate base of 281,811,630 shares.
NextDecade Corporation files its annual report describing rapid build-out of the Rio Grande LNG facility near Brownsville, Texas. Five liquefaction trains are under construction, targeting about 30 MTPA of LNG capacity, four large storage tanks and two jetties, with Bechtel under lump-sum EPC contracts.
The company has signed long-term SPAs with 14 counterparties for about 25.3 MTPA, with Henry Hub–linked volumes generating fixed fees totaling roughly $3.0 billion annually. The 10-K stresses heavy project indebtedness, complex joint-venture cash-distribution structures, large capital needs, permitting and litigation risk around FERC approvals, and reliance on future LNG and carbon-credit markets for returns.
NextDecade Corp director Pamela K.M. Beall received a grant of company stock. On January 30, 2026, she acquired 30,245 shares of NextDecade common stock at a price of $0 per share as an award of restricted stock.
These restricted shares are scheduled to vest on January 31, 2027. Following this grant, she beneficially owned 37,007 shares of NextDecade common stock in total, held directly.
NextDecade Corp director William Vrattos received a grant of 51,984 shares of restricted common stock on January 30, 2026. The grant was priced at $0 per share and will vest on January 31, 2027. After this award, he directly holds 78,517 shares. He also has indirect beneficial interests in 8,123 shares held in an IRA and in additional shares held by CGW Holdings II LLC and CGW Holdings LLC, where he shares control with his spouse and disclaims beneficial ownership beyond any pecuniary interest.