NextDecade Corp 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K (MARK ONE) NEXTDECADE CORPORATION (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yesx Noo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.Yeso Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements forthe past 90 days.Yesx Noo Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule12b-2 of the Exchange Act. Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting companyxEmerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yeso Nox The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was approximately $1.1billion asof June 28, 2024 based on the per share closing sale price of $7.94 on that date. 260,442,494shares of the registrant’s Common Stock, $0.0001 par value, were outstanding as of February20, 2025. Documents incorporated by reference: Portions of the definitive proxy statement for the registrant's Annual Meeting of Stockholders (to be filed within 120days of the close of the registrant's fiscal year) are incorporated by reference into Part III of this Form 10-K. NEXTDECADE CORPORATIONTABLE OF CONTENTS PagePart IItem 1. Business8Item 1A. Risk Factors12Item 1B. Unresolved Staff Comments32Item 1C. Cybersecurity32Item 2. Properties33Item3. Legal Proceedings33Item4. Mine Safety Disclosures33Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6. [Reserved]34Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A. Quantitative and Qualitative Disclosures About Market Risks42Item 8. Financial Statements and Supplementary Data43Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure65Item9A. Controls and Procedures65Item9B. Other Information65Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections65Part IIIItem 10. Directors, Executive Officers and Corporate Governance66Item 11. Executive Compensation66Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters66Item 13. Certain Relationships and Related Transactions, and Director Independence66Item 14. Principal Accounting Fees and Services66Part IVItem15. Exhibits and Financial Statement Schedules67Item 16. Form 10-K Summary73Signatures74 Organizational Structure The following diagram depicts our abbreviated organizational structure as ofDecember31, 2024 with references to the names ofcertain entities discussed in this Annual Report. Unless the context requires otherwise, references to “NextDecade,” the “Company,” “we,” “us” and “our” refer to NextDecadeCorporation and i