NextDecade Corp 2025年度报告

Washington, D.C. 20549 FORM10-K (MARK ONE) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 NEXTDECADE CORPORATION 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.YesNo 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).YesNo 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” in Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company 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. 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 issuedits audit report. 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. 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). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).YesNo The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was approximately $1.2 billion asof June30, 2025 based on the per share closing sale price of $8.91 on that date. 264,930,065shares of the registrant’s Common Stock, $0.0001 par value, were outstanding as of February20, 2026. 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. Organizational Structure The following diagram depicts our abbreviated organizational structure as ofDecember31, 2025, with references to the names of certain entitiesdiscussed in this Annual Report. Entities displayed in the structure below, other than the Joint Ventures (defined below), are wholly owned by their parent. Unless the context requires otherwise, references to (i) “NextDecade,” the “Company,” “we,” “us” and “our” refer to NextDecade Corporation(NASDAQ: NEXT) and its consolidated subsidiaries, including Phase 1 LLC, Train 4 LLC and Train 5 LLC, (ii) references to the “Rio Grande ProjectEntities” refer to one or more of Phase 1 LLC, Train 4 LLC and Train 5 LLC, (iii) references to the “Joint Venture(s)” refers to one or more of Phase 1Holdings, Train 4 Holdings and Train 5 Holdings, (iv) references to the “NextDecade Group” refer to NextDecade Corporation and its consolidated subsidiaries Cautionary Statement Regarding Forward-Looking Statements This Annual Report on Form 10-K contains certain statements that are, or may be deemed to be, “forward-looking statements” within the meaning ofSection 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). All statements other than statements of historical fact contained in this Annual Report on Form10-K, including statements regarding ourfuture results of operations and financial position, strategy and plans, and our expectations for future operations and economic performance, are forward- We have based these forward-looking statements on assumptions and analysis made by us in light of ourcurrent expectations, perceptions ofhistorical trends, current conditionsand projections about future events and trends that we believe may affect our financial condition, results of operations, Although we believe that the expectations re