NextDecade Corp. Files 8-K: Material Agreement, Financial Obligations, Equity Sales

TL;DR

NextDecade just filed an 8-K detailing a major new agreement, financial obligations, and equity sales.

AI Summary

NextDecade Corporation entered into a material definitive agreement on November 17, 2025. This filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant, and reports on unregistered sales of equity securities.

Why It Matters

This 8-K filing signals significant corporate actions by NextDecade Corporation, including new financial commitments and equity transactions, which could impact its financial structure and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• NextDecade Corporation (company) — Registrant
• November 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1000 Louisiana Street, Suite 3300 Houston, Texas 77002 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ge on which registered: Common Stock, $0.0001 par value NEXT The Nasdaq Stock Market
• $50 million — among other things, for an incremental $50 million Series A term loan to Super Holdings an
• $9.50 — (the " Exchange Shares ") at a price of $9.50 per share (the " Exchange Price "). The
• $150 million — change Shares, is less than or equal to $150 million (the " Termination Event "), the Compan

Filing Documents

• next-20251117.htm (8-K) — 42KB
• next-20251117_g1.jpg (GRAPHIC) — 228KB
• 0001612720-25-000034.txt ( ) — 740KB
• next-20251117.xsd (EX-101.SCH) — 2KB
• next-20251117_lab.xml (EX-101.LAB) — 22KB
• next-20251117_pre.xml (EX-101.PRE) — 13KB
• next-20251117_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amended and Restated Credit Agreement On November 17, 2025 (the " Closing Date "), Rio Grande LNG Super Holdings, LLC (" Super Holdings "), a wholly-owned indirect subsidiary of NextDecade Corporation (the " Company " or " NEXT "), entered into an Amended and Restated Credit Agreement (the " A&R Credit Agreement "), by and among Super Holdings, as borrower, Atlantic Park Strategic Capital Master Fund II, L.P., as the administrative agent and collateral agent (the " Administrative Agent " or " Collateral Agent ", as applicable) and the financial institutions party thereto, which amended and restated the Credit Agreement, by and among Super Holdings, the Administrative Agent, the Collateral Agent and the financial institutions party thereto, originally dated as of December 31, 2024, as amended by the First Amendment thereto dated as of May 14, 2025 (as amended by such First Amendment, the " Original Credit Agreement "). The A&R Credit Agreement provides, among other things, for an incremental $50 million Series A term loan to Super Holdings and the recharacterization of $50 million of outstanding loan principal under the Original Credit Agreement as a Series A term loan (together, the " Series A Loans "). The Series A Loans will mature on November 17, 2030. Interest will accrue on the Series A Loans at a rate of 8.0% per annum, and will be paid quarterly, in cash or in kind at the election of Super Holdings, on the last business day of each fiscal quarter, beginning December 31, 2025. The principal amount of the Series A Loans, including any interest paid in kind, is exchangeable at any time prior to maturity at the election of the lenders into shares of common stock of the Company (the " Exchange Shares ") at a price of $9.50 per share (the " Exchange Price "). The Exchange Price is subject to (i) anti-dilution protection upon certain issuances of Company securities at an effective price below the fair market v

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report regarding the Exchange Shares and the shares underlying the Tranche A/B Warrants and Tranche C Warrants is incorporated by reference into this Item 3.02. The issuance of shares of NEXT common stock underlying the Tranche A/B Warrants, Tranche C Warrants and the Exchange Shares will be made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D thereunder. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 18, 2025 NEXTDECADE CORPORATION By: /s/ Vera de Gyarfas Name: Vera de Gyarfas Title: General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR