NextDecade Corp 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01 Entry into a Material Definitive Agreement. On July 2, 2026, Rio Grande LNG, LLC, a Texas limited liability company (“ RGLNG ”) and an indirect subsidiary of NextDecade Corporation (“ NextDecade ” or the “ Company ”), completed its previously announced offering of $1,000 million aggregate principal amount of 5.250% Senior Secured Notes due 2031 (the “ 2031 Notes ”), $500 million aggregate principal amount of 5.500% Senior Secured Notes due 2034 (the “ 2034 Notes ”), $1,250 million aggregate principal amount of 5.750% Senior Secured Notes due 2036 (the “ 2036 Notes ”) and $750 million aggregate principal amount of 6.150% Senior Secured Notes due 2041 (the “ 2041 Notes ” and together with the 2031 Notes, the 2034 Notes and the 2036 Notes, the “ Notes ”). The Notes were issued pursuant to an indenture, dated as of July 2, 2026, between RGLNG and Wilmington Trust, National Association, as Trustee (the “ Indenture ”). RGLNG intends to use the net proceeds from the offering of the Notes to (i) repay a portion of the outstanding borrowings under its existing credit agreements and (ii) pay related fees and expenses thereto. The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state. RGLNG will pay interest on the 2031 Notes, 2036 Notes and 2041 Notes semi-annually in cash in arrears on December 30 and June 30 of each year, beginning on December 30, 2026. RGLNG will pay interest on the 2034 Notes semi-annually in cash in arrears on January 30 and July 30 of each year, beginning on January 30, 2027. The 2031 Notes will bear interest at the rate of 5.250% and mature on June 30, 2031. The 2034 Notes will bear interest at the rate of 5.500% and mature on January 30, 2034. The 2036 Notes will bear interest at the rate of 5.750% and mature on June 30, 2036. The 2041 Notes will bear interest at the rate of 6.150% and mature on June 30, 2041. At any time or from time to time prior to one (1) month (in the case of the 2031 Notes), two (2) months (in the case of the 2034 Notes), three (3) months (in the case of the 2036