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.
Hanwha Aerospace Co., Ltd. filed a Form 4 reporting open-market purchases of NextDecade Corp (NEXT) common stock. On 11/13/2025 it bought 460,334 shares at a weighted average price of $6.0826, bringing its directly held stake to 19,589,868 shares. On 11/14/2025 it bought another 244,330 shares at a weighted average price of $6.0886, increasing its direct holdings to 19,834,198 shares. The filing also notes indirect beneficial ownership of 17,536,369 shares held through Hanwha Ocean LLC and states that Hanwha Aerospace may be deemed part of a group that beneficially owns over 10% of NextDecade’s common stock, while disclaiming both group status and full beneficial ownership.
NextDecade (NEXT): Insider purchase reported. Hanwha Aerospace Co., Ltd. filed a Form 4 showing an open‑market purchase of 591,837 shares of NextDecade common stock on 11/11/2025 at a weighted average price of $6.0685 per share.
Following the transaction, the filing lists 19,129,534 shares beneficially owned directly and 17,536,369 shares indirectly through Hanwha Ocean LLC. The filer disclaims beneficial ownership beyond its pecuniary interest and notes it may be deemed part of a “group” that beneficially owns more than 10% of the common stock.
NextDecade (NEXT) reported Q3 2025 results and major project milestones. The company posted a net loss attributable to common stockholders of $109.5 million (basic and diluted $0.42 per share) with no revenue as construction continues. Operating expenses were $72.0 million, including $66.1 million of general and administrative expense. Other items included a $74.1 million derivative loss and $40.3 million interest expense. Cash, cash equivalents and restricted cash totaled $744.7 million at quarter‑end; debt, net, was $6.61 billion. Property, plant and equipment, net, reached $8.47 billion, reflecting Rio Grande LNG build‑out.
Construction progressed: Trains 1–2 and common facilities were 55.9% complete, and Train 3 was 33.4% complete as of September 2025. The company reached FID on Train 4 on September 9, 2025 and on Train 5 on October 16, 2025, each with total project costs expected at $6.7 billion. Subsequent events included Train 5 financing and a FERC remand order becoming final on October 30, 2025, enabling interest rate swaps effectiveness and availability under the FinCo facility.
NextDecade (NEXT) reported insider equity activity. The Interim CFO filed a Form 4 showing two acquisitions of common stock at $0 on October 16, 2025 tied to restricted stock units (RSUs) and milestone achievement.
The filing lists 20,860 shares from RSUs that vested upon a milestone and 20,861 shares from RSUs that became earned upon the same milestone. The earned RSUs vest in two near-equal annual installments beginning October 16, 2026. Following these transactions, the reporting person beneficially owned 510,415 shares, held directly.
NextDecade (NEXT) reported insider equity activity by its General Counsel. On October 16, 2025, 49,668 restricted stock units vested upon achievement of a milestone-based performance criterion, and the company withheld 19,545 shares at $6.11 to cover taxes. An additional 49,669 RSUs became earned the same day and are scheduled to vest in two near-equal annual installments beginning October 16, 2026. Following these transactions, the reporting person directly held 982,033 shares.
NextDecade Corp (NEXT) reported insider equity activity by its Chief Operating Officer on a Form 4. On October 16, 2025, 49,668 restricted stock units vested upon achievement of a milestone-based performance criterion. To cover taxes, 16,682 shares of common stock were withheld at $6.11 per share (Transaction Code F). The filing also notes 49,669 additional RSUs became earned upon the same milestone; these RSUs vest in two near-equal annual installments beginning October 16, 2026.
Following the reported transactions, the officer beneficially owned 281,848 shares of common stock, held directly. These entries use Transaction Code A for RSU-related acquisitions at $0 price.
NextDecade (NEXT) reported an insider equity update: its Chief Financial Officer filed a Form 4 reflecting restricted stock unit activity tied to a milestone achieved on October 16, 2025.
The filing shows 74,503 RSUs vested (acquired at $0) and 38,034 shares were withheld by the company at $6.11 to cover taxes. A separate grant of 74,503 RSUs became earned upon the milestone and is scheduled to vest in two near-equal annual installments beginning October 16, 2026. Following these transactions, the CFO’s beneficial ownership is 1,515,142 shares, held directly.
These entries reflect routine equity compensation mechanics—vesting upon performance, share withholding for taxes, and a forward vesting schedule for newly earned RSUs.
NextDecade Corp (NEXT) reported insider equity activity by its Chief Executive Officer and Director on 10/16/2025. The officer had 223,509 restricted stock units (RSUs) vest. To cover taxes, the issuer withheld 87,951 shares at a price of $6.11. In addition, 223,510 RSUs became earned upon achievement of a milestone-based performance criterion and are scheduled to vest in two equal annual installments beginning 10/16/2026.
Following the reported transactions, the officer’s direct beneficial ownership stood at 5,605,384 shares of common stock.
NextDecade Corp (NEXT) reported an insider equity grant. An officer identified as Controller received 150,000 shares on 10/14/2025, recorded at a price of $0. The filing notes these shares are represented by restricted stock units, each equal to one share of common stock.
The restricted stock units vest in three equal annual installments beginning October 13, 2026. Following this grant, the reporting person beneficially owned 220,821 shares, held directly.
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.