Management's Discussion and Analysis of Financial Condition and Results of Operations.
Introduction
The following discussion and analysis presents management's view of our business, financial condition and overall performance and should be read in conjunction with our Consolidated Financial Statements and the accompanying notes in "Financial Statements and Supplementary Data." This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future. Discussion of items for the year ended December 31, 2023, including drivers of variances between the year ended December 31, 2024 and the year ended December 31, 2023, are not included herein and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the fiscal year ended December 31, 2024.
Our discussion and analysis includes the following subjects:
•Overview of Business
•Overview of Significant Events
•Liquidity and Capital Resources
•Contractual Obligations
•Results of Operations
•Summary of Critical Accounting Estimates
•Recent Accounting Standards
Overview of Business
NextDecade Corporation, a Delaware corporation, is a Houston-based energy company primarily engaged in construction and development activities related to the liquefaction of natural gas and sale of LNG. We are constructing and developing a natural gas liquefaction and export facility located in the Rio Grande Valley near Brownsville, Texas (the "Rio Grande LNG Facility"). The first five liquefaction trains and related infrastructure (together, "Phase 1", "Train 4", and "Train 5") at the Rio Grande LNG Facility are currently under construction. We are also developing and advancing the permitting process for expansion Trains 6 through 8 and exploring a potential carbon capture and storage ("CCS") project at the Rio Grande LNG Facility.
Overview of Significant Events
Significant developments since January 1, 2025 and through the date of this 10-K include the following:
Development and Construction
•Under the engineering, procurement, and construction ("EPC") contracts with Bechtel Energy, Inc. ("Bechtel"), as of January 2026:
•The overall project completion percentage for Trains 1 and 2 and the common facilities at the Rio Grande LNG Facility was 64.5%. Within this project completion percentage, engineering was 97.8% complete, procurement was 94.0% complete, and construction was 42.9% complete.
•The overall project completion percentage for Train 3 at the Rio Grande LNG Facility was 39.8%. Within this project completion percentage, engineering was 88.0% complete, procurement was 75.6% complete, and construction was 8.5% complete.
•The overall project completion percentage for Train 4 at the Rio Grande LNG Facility was 7.8%. Within this project completion percentage, engineering was 28.1% complete, procurement was 15.1% complete, and construction was 0.0% complete.
•The overall project completion percentage for Train 5 at the Rio Grande LNG Facility was 3.3%. Progress since the positive final investment decision ("FID") on Train 5 in October 2025 has primarily focused on procurement.
•In February 2025, we provided additional information regarding our development of Trains 6 through 8 at the Rio Grande LNG Facility. Trains 6 through 8 are currently wholly owned by NextDecade and are cumulatively expected to increase the Company's total liquefaction capacity by approximately 18 million tonnes per annum ("MTPA") once constructed and placed into operation.
◦Train 6, which has an expected LNG production capacity of approximately 6 MTPA, is being developed inside the existing levee at the site and adjacent to Trains 1 through 5. In November 2025, we initiated the pre-filing process with the Federal Energy Regulatory Commission ("FERC") for expansion at the Rio Grande LNG Facility that includes Train 6 and an additional marine berth, and we expect to file a full FERC application for this expansion in mid-2026.
◦We are evaluating multiple areas on the site for the development of Trains 7 and 8, which have a total expected LNG production capacity of approximately 12 MTPA. We expect to advance the development of Trains 7 and 8 throughout 2026.
•On September 9, 2025, we announced a positive FID on Train 4 and related infrastructure at the Rio Grande LNG Facility and issued full notice to proceed ("NTP") to Bechtel under the EPC contract for Train 4. Total project costs for Train 4 and related infrastructure are expected to total approximately $6.7 billion. Train 4 has an expected LNG production capacity of approximately 6 MTPA, and guaranteed substantial completion of Train 4 is in the third quarter of 2030.
•On October 16, 2025, we announced a positive FID on Train 5 and related infrastructure at the Rio Grande LNG Facility and issued full NTP to Bechtel under the EPC contract for Train 5. Total project costs for Train 5 and related infrastructure are expected to total approximately $6.7 billion. Train 5 has an expected LNG production capacity of approximately 6 MTPA, and guaranteed substantial completion of Train 5 is in the second quarter of 2031.
•In March 2026, we announced that we expect to begin commissioning activities at the Rio Grande LNG Facility in 2026, and we expect first LNG production from Train 1 in the first half of 2027.
Strategic and Commercial
•In April 2025, we announced a 20-year LNG Sale and Purchase Agreement ("SPA") with a subsidiary of Saudi Aramco ("Aramco"), pursuant to which the Aramco subsidiary will purchase 1.2 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on a free on board ("FOB") basis at a price indexed to Henry Hub.
•In April 2025, we announced TotalEnergies' exercise of its LNG purchase option with respect to Train 4 and the execution of a 20-year LNG SPA with TotalEnergies, pursuant to which TotalEnergies will purchase 1.5 MTPA of LNG from Train 4 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.
•In May 2025, we announced a 20-year LNG SPA with JERA, pursuant to which JERA will purchase 2.0 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.
•In June 2025, we finalized a pricing refresh of the Company's lump-sum, turnkey EPC contract with Bechtel for the construction of Train 4 and related infrastructure and executed a lump-sum, turnkey EPC contract with Bechtel for the construction of Train 5 and related infrastructure.
•In September 2025, we announced a 20-year LNG SPA with EQT Corporation ("EQT"), pursuant to which EQT will purchase 1.5 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.
•In September 2025, we announced a 20-year LNG SPA with ConocoPhillips, pursuant to which ConocoPhillips will purchase 1.0 MTPA of LNG from Train 5 at the Rio Grande LNG Facility for 20 years, on an FOB basis at a price indexed to Henry Hub.
•In early 2026, we began the marketing of early cargoes that we expect to produce in 2027 and 2028 prior to the commencement of our long-term LNG SPAs. We have entered into LNG sales agreements for the sale of over 175 TBtu of LNG on an FOB basis, with fixed liquefaction fees that are expected to achieve a cargo margin, calculated as the FOB LNG sales price less our expected costs of natural gas feedstock and fuel, of over $3.00 per MMBtu. This volume represents 33% of our expected open volumes from 2027 through early 2029.
Financial
•In April 2025, Phase 1 LLC elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million and is expected to reduce related commitment fees by approximately $2 million annually.
•In May 2025, our wholly owned subsidiary Rio Grande LNG Super Holdings, LLC, entered into an amendment to the credit agreement with the lender of its existing senior secured loan (the "Super Holdings Loan") to increase the loan amount by $50 million to a total of $225 million initial principal. Incremental proceeds from the Super Holdings Loan were disbursed at closing on May 14, 2025, and net proceeds were used to fund working capital and general corporate purposes, including pre-FID expenses for Trains 4 and 5 and development expenses for expansion trains at the Rio Grande LNG Facility.
•In conjunction with the closing of the May 2025 amendment to the Super Holdings Loan, we issued warrants that are exercisable for an aggregate of approximately 2.0 million shares of our common stock to the lenders of the Super Holdings Loan. The warrants are exercisable at $9.30 per share, which represented a 30% premium to the volume weighted average price for the 30 trading-day period immediately preceding the amendment date.
•On September 9, 2025, in conjunction with the positive FID on Train 4 at the Rio Grande LNG Facility, we and certain of our subsidiaries closed an approximately $6.7 billion project financing for Train 4, which included the closing of:
◦A joint venture agreement which included approximately $1.69 billion of financial commitments from Global Infrastructure Partners, a part of BlackRock ("GIP"), GIC, Mubadala Investment Company, and TotalEnergies;
◦A commitment by the Company to invest approximately $1.13 billion in Train 4; and
◦A senior secured, non-recourse bank credit facility of $3.85 billion with a seven-year maturity.
•On September 9, 2025, to fully fund the Company's approximately $1.13 billion equity commitments for Train 4, certain of our wholly owned subsidiaries entered into a delayed draw, senior secured term loan bank facility of $734 million with a five-year maturity (the "FinCo Loan") and term loans of $600 million with a maturity date of the earlier of eight years or the 85th day prior to the maturity date of the FinCo Loan (the "SuperFinCo Loan").
•On October 16, 2025, in conjunction with the positive FID on Train 5 at the Rio Grande LNG Facility, we and certain of our subsidiaries closed an approximately $6.7 billion project financing for Train 5, which included the closing of:
◦A joint venture agreement which included approximately $1.29 billion of financial commitments from GIP, GIC, and Mubadala Investment Company;
◦A commitment by the Company to invest approximately $1.29 billion in Train 5;
◦A senior secured, non-recourse bank credit facility of $3.59 billion with a seven-year maturity; and
◦An offering of $500 million senior secured, non-recourse private placement notes, which will bear interest at 6.56%, will be funded in multiple tranches from December 2025 through October 2026, and will amortize over a period of 20 years beginning in September 2031, with a final maturity in September 2050. In December 2025, the Company issued the first tranche of $150 million of these notes.
•On October 16, 2025, to fully fund the Company's approximately $1.29 billion equity commitments for Train 5, we contributed $233 million cash to Train 5 LLC, and certain of our wholly owned subsidiaries increased the size of the FinCo Loan by $729 million, to a total of approximately $1.46 billion, and increased the size of the SuperFinCo Loan by $600 million, to a total of $1.2 billion.
•In November 2025, Rio Grande LNG Super Holdings, LLC entered into an Amended and Restated Credit Agreement with the lenders of the Super Holdings Loan to refinance $50 million of the existing loan amount and provide $50 million of incremental capital in the form of an exchangeable loan with total initial principal of $100 million (the "Exchangeable Loan"). The Exchangeable Loan bears interest at 8%, payable in cash or in-kind at the Company's election, and matures in November 2030. The initial principal of the Exchangeable Loan and any amounts of interest paid in-kind are exchangeable into shares of our common stock at $9.50 per share. Pursuant to this transaction, the interest rate on the remaining balance of the Super Holdings Loan was amended to 13.5%.
Regulatory
•In March 2025, the U.S. Court of Appeals for the D.C. Circuit (the "D.C. Circuit Court") issued a revision to its August 2024 decision regarding the Company's FERC order, resulting in a remand without vacatur of the FERC order for the first five liquefaction trains at the Rio Grande LNG Facility. Pursuant to the remand, FERC was to consider the issue of a supplemental Environmental Impact Statement ("SEIS") in view of several executive orders issued since January 20, 2025.
•In July 2025, the FERC issued a final SEIS for the first five liquefaction trains at the Rio Grande LNG Facility, following a draft SEIS in March 2025.
•In August 2025, the FERC issued a final order on remand reaffirming its authorization for the siting, construction, and operation of the first five liquefaction trains at the Rio Grande LNG Facility, and as of October 30, 2025, the order is no longer appealable to FERC. In December 2025, certain intervenors petitioned the D.C. Circuit Court to review the order on remand, and their request remains pending.
Rio Grande LNG Facility Activity
We are constructing and developing the Rio Grande LNG Facility on the north shore of the Brownsville Ship Channel in south Texas. The site is located on approximately 1,000 acres of land, which has been leased long-term and includes 15,000 feet of frontage on the Brownsville Ship Channel. We believe the site is advantaged due to its proximity to abundant natural gas resources in the Permian Basin and Eagle Ford Shale, access to an uncongested waterway for vessel loading, location in a region that has historically been subject to fewer and less severe weather events relative to other locations along the U.S. Gulf Coast, access to a large, skilled local labor force, and strong geotechnical conditions requiring less piling for soil stabilization. Trains 1 through 5 at the Rio Grande LNG Facility are under construction, and we are developing and advancing the permitting process for Trains 6 through 8. There is sufficient space at the Rio Grande LNG Facility site for up to 10 liquefaction trains.
Progress on Phase 1 as of January 2026 is ahead of the guaranteed completion schedule under the EPC contracts. During the fourth quarter of 2025 and early 2026, the construction team continued piping fabrication, rebar installation, equipment setting and concrete placement, and structural steel erection in the areas of Trains 1, 2, and 3. Tank construction continued to progress with insulation installation and inner tank shell erection, and construction of the tug and loading berths is underway. Across the site, Bechtel also continued installing concrete foundations, instrument air receivers, floodgates, security systems, permanent fencing, temporary facilities, and other siteworks.
Progress on Train 4 as of January 2026 is in line with the EPC contract. Since FID of Train 4 in September 2025, progress has been focused primarily on engineering drawings and issuance of purchase requisitions for key equipment, and soil stabilization in the Train 4 area has commenced.
Progress on Train 5 as of January 2026 is in line with the EPC contract. Since FID of Train 5 in October 2025, progress has been focused primarily on issuance of purchase requisitions for key equipment.
Liquidity and Capital Resources
Following FID on Trains 1 through 5 and the project financing obtained by the Company's subsidiaries, the Rio Grande Project Entities and the NextDecade Group operate with independent capital structures. Although our sources and uses are presented from a consolidated standpoint, certain restrictions under debt and equity agreements limit the ability of the NextDecade Group and the Rio Grande Project Entities to use and distribute cash. The Rio Grande Project Entities are required to deposit all cash received under their respective debt agreements into restricted accounts. The usage or withdrawal of such cash is restricted to the payment of obligations related to their respective trains and common infrastructure and other restricted payments, and such cash and capital resources are not available to service the obligations of the NextDecade Group.
Phase 1 FID Rio Grande Financing
In connection with the FID on Phase 1 at the Rio Grande LNG Facility, Phase 1 LLC obtained approximately $6.2 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into senior secured non-recourse bank credit facilities of $11.6 billion, consisting of $11.1 billion in construction term loans and a $500 million working capital facility, and closed a $700 million senior secured non-recourse private notes offering. Phase 1 LLC expects to utilize these capital resources to fully fund the total cost of Phase 1, which is currently estimated at $18.0 billion and consists of EPC costs, owner's costs and contingencies, dredging for the Brazos Island Harbor Channel Improvement Project, conservation of more than 4,000 acres of wetland and wildlife habitat area,
installation of utilities, and interest during construction and other financing costs, and including amounts spent prior to FID under limited notices to proceed. Phase 1 LLC has refinanced a total of over $1.85 billion of its original $11.1 billion term loan facilities (the "Phase 1 Credit Facilities") since July 2023 through the issuance of senior secured notes and loans.
In April 2025, Phase 1 LLC elected to terminate $250 million of commitments under its working capital facility due to a decrease in expected requirements for credit support during construction, which reduced the outstanding commitments under the working capital facility to $250 million.
Train 4 FID Financing
In connection with the FID on Train 4, Train 4 LLC obtained approximately $2.8 billion in equity capital commitments, inclusive of commitments from NextDecade, and entered into a senior secured non-recourse bank credit facility of approximately $3.8 billion (the "Train 4 Credit Facility"). Train 4 LLC expects to utilize these capital resources to fully fund the total cost of Train 4 and related infrastructure, which is currently estimated at approximately $6.7 billion and consists of EPC costs, owner's costs and contingencies, interest during construction and other financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.
Train 5 FID Financing
In connection with the FID on Train 5, Train 5 LLC obtained approximately $2.6 billion in equity capital commitments, inclusive of commitments from NextDecade, entered into a senior secured non-recourse bank credit facility of approximately $3.6 billion (the "Train 5 Credit Facility" and, together with the Phase 1 Credit Facilities and the Train 4 Credit Facility, the "Project Credit Facilities"), and closed a $500 million senior secured non-recourse private notes offering. Train 5 LLC expects to utilize these capital resources to fund the total cost of Train 5 and related infrastructure, which is currently estimated at approximately $6.7 billion and consists of EPC costs, owner's costs and contingencies, interest during construction and financing costs, and other costs, including a payment for usage of common infrastructure at the Rio Grande LNG Facility.
Near Term Liquidity and Capital Resources of NextDecade Corporation
Following the respective FIDs of Phase 1, Train 4 and Train 5, costs associated with the EPC agreements, Rio Grande site lease, and other Phase 1, Train 4, and Train 5 related costs are being funded by debt and equity proceeds received by the Rio Grande Project Entities. Our primary corporate cash needs are capital contributions to Trains 4 and 5, development expenses for expansion projects and general and administrative expenses.
In connection with the FIDs of Train 4 and Train 5, we committed to make approximately $2.4 billion in equity capital contributions for Train 4 and 5 in the aggregate. At the FIDs of Train 4 and Train 5, we used the net proceeds of the Super FinCo Loans and cash on hand to fund a portion of our equity commitments for Train 4 and Train 5. We will fund the remainder of our equity commitments to Trains 4 and 5 using borrowings under the FinCo Credit Agreement.
At Train 4 FID, Train 4 LLC paid NextDecade LLC, our wholly owned subsidiary and the entity that manages the construction, commissioning and operation of the Rio Grande Facility on behalf of the Rio Grande Project Entities, $98 million, representing a $48 million development fee for activities prior to FID of Train 4 and a $50 million fee for services to be rendered by NextDecade LLC in support of Train 4. Train 4 LLC will also pay NextDecade LLC an additional $50 million services fee in September 2026. At Train 5 FID, Train 5 LLC paid NextDecade LLC $117 million, representing a $17 million development fee for activities prior to FID of Train 5 and a $100 million fee for services to be rendered by NextDecade LLC in support of Train 5.
In November 2025, our wholly owned subsidiary Rio Grande LNG Super Holdings, LLC, entered into an Amended and Restated Credit Agreement with the lenders of the Super Holdings Loan to refinance $50 million of the existing loan amount and provide $50 million of incremental capital in the form of an exchangeable loan with total initial principal of $100 million.
Because our businesses and assets are under construction or in development, we have not historically generated significant cash flow from operations, and we do not expect to do so until liquefaction trains at the Rio Grande LNG Facility begin operating. We intend to fund development activities and general and administrative expenses for the foreseeable future with our cash and cash equivalents on hand, the services fee due in September 2026 and through the sale of additional equity, equity-based or debt securities in us or in our subsidiaries. There can be no assurance that we will succeed in selling such securities or, if successful, that the capital we raise will not be expensive or dilutive to stockholders.
Long Term Liquidity and Capital Resources of NextDecade Corporation
We will not receive significant cash flows from liquefaction trains at the Rio Grande LNG Facility until they are operational, and after our trains reach commercial operation, certain restrictions under our debt and equity agreements limit the ability of the NextDecade Group and the Rio Grande Project Entities to use and distribute cash. Any future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will similarly take an extended period of time to develop, construct and become operational and will require significant capital deployment.
We currently expect that the long-term capital requirements for future development of liquefaction trains and any potential CCS project at the Rio Grande LNG Facility will be financed predominantly through the proceeds from future debt, equity-based, and equity offerings by us or our subsidiaries. As a result, our business success will depend, to a significant extent, upon our ability to obtain financing required to fund future development and construction at the Rio Grande LNG Facility, to bring assets into operation on a commercially viable basis and to finance any required increases in staffing, operating and expansion costs during that process. There can be no assurance that we will succeed in securing additional debt and/or equity financing in the future to fund future development and
construction at the Rio Grande LNG Facility or, if successful, that the capital we raise will not be expensive or dilutive to stockholders. Additionally, if these types of financing are not available, we will be required to seek alternative sources of financing, which may not be available on terms acceptable to us, if at all.
Sources and Uses of Cash
The following table summarizes the sources and uses of our cash for the periods presented (in thousands):
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Year Ended December 31,
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2025
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2024
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Operating cash flows
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$
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(169,397)
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$
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(95,585)
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Investing cash flows
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(4,852,904)
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(2,574,205)
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Financing cash flows
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5,336,627
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2,768,074
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Net increase in cash, cash equivalents and restricted cash
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314,326
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98,284
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Cash, cash equivalents and restricted cash - beginning of period
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392,762
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294,478
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Cash, cash equivalents and restricted cash - end of period
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$
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707,088
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$
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392,762
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Operating Cash Flows
Operating cash outflows during the years ended December 31, 2025 and 2024 were $169.4 million and $95.6 million, respectively. The increase in operating cash outflows in 2025 compared to 2024 was primarily due to an increase in headcount to support the commencement of operations at the Rio Grande LNG Facility and a decrease in derivative settlements.
Investing Cash Flows
Investing cash outflows during the years ended December 31, 2025 and 2024 were $4.9 billion and $2.6 billion, respectively. The increase in investing cash outflows in 2025 compared to 2024 was primarily due to increased expenditures associated with construction of the Rio Grande LNG Facility, including expenditures related to Trains 4 and 5, which achieved positive FID and began construction in 2025.
Financing Cash Flows
Financing cash inflows during the years ended December 31, 2025 and 2024 were $5.3 billion and $2.8 billion, respectively. The increase in financing cash inflows during 2025 compared to 2024 is primarily due to an increase of approximately $1.2 billion in proceeds from the issuance of debt and an increase of approximately $0.3 billion in receipts of equity commitments related primarily to construction at the Rio Grande LNG Facility, including impacts of Trains 4 and 5 which achieved positive FID in 2025, as well as approximately $1.3 billion of debt repayments in the prior year with no comparable current year activity. These increases were partially offset by a decrease of approximately $0.2 billion in debt and equity issuances costs.
Contractual Obligations
We are committed to make cash payments in the future pursuant to certain of our contracts. The following table summarizes certain contractual obligations (in thousands) in place as of December 31, 2025:
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Total
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2026
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2027-2028
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2029-2030
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Thereafter
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Operating lease obligations
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$
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228,834
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$
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9,824
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$
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19,778
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$
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19,354
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$
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179,878
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Operating lease obligations relate to the Rio Grande site lease and our office spaces in Houston, Texas and Singapore. A discussion of these obligations can be found at Note 4 - Leases of our Notes to Consolidated Financial Statements.
Results of Operations
The following table summarizes costs, expenses and other income for the years ended December 31, 2025 and 2024 (in thousands):
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Year Ended December 31,
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2025
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2024
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Revenues
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$
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-
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$
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-
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General and administrative expense
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202,285
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150,109
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Development expense
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8,006
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8,260
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Depreciation and amortization expense
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12,122
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12,706
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Other
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3,518
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-
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Operating loss
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(225,931)
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(171,075)
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Derivative (loss) gain, net
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(11,006)
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586,541
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Interest expense
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(170,011)
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(87,539)
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Loss on debt extinguishment and modification cost
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(30,138)
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(49,314)
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Other income (expense), net
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7,449
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(1,166)
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Net (loss) income
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(429,637)
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277,447
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Less: net (loss) income attributable to non-controlling interest
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(123,203)
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339,198
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Net loss attributable to common stockholders
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$
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(306,434)
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$
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(61,751)
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Net loss attributable to common stockholders was approximately $306.4 million, or $(1.17) per common share (basic and diluted) for the year ended December 31, 2025 compared to a net loss attributable to common stockholders of approximately $61.8 million, or $(0.24) per common share (basic and diluted), for the year ended December 31, 2024. The approximately $244.7 million increase was primarily a result of the following:
•General and administrative expenses during the year ended December 31, 2025 increased approximately $52.2 million compared to the same period in 2024 primarily due to an increase in headcount to support the commencement of operations at the Rio Grande LNG Facility and share-based compensation expense recognized in connection with FID on Train 4 and Train 5.
•Derivative losses during the year ended December 31, 2025 increased approximately $597.5 million compared to the same period in 2024 primarily due to lower forward SOFR rates when compared to the prior period, which increased the loss on the Company's interest rate swap portfolio.
•Interest expense during the year ended December 31, 2025 increased approximately $82.5 million compared to the same period in 2024 primarily due to additional borrowings to construct the Rio Grande LNG Facility. This resulted in an approximate $215.4 million increase in interest on debt obligations, partially offset by a $151.5 million increase in capitalized interest.
•Loss on debt extinguishment and modification cost during the year ended December 31, 2025 decreased approximately $19.2 million compared to the same period in 2024 due to a lack of debt repayments during the current period.
•Net income attributable to non-controlling interest during the year ended December 31, 2025 decreased approximately $462.4 million primarily due to changes in interest rate swap derivatives and interest expense as those activities are a component of the Joint Ventures' net loss and income and are consolidated in the Company's results. These changes were partially offset by a decrease in loss on debt extinguishment as the prior year extinguishment was a component of the Joint Ventures' net income.
Summary of Critical Accounting Estimates
The preparation of our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make certain estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and the accompanying notes. Management evaluates its estimates and related assumptions regularly, including those related to the value of properties, plant, and equipment, share-based compensation, common stock warrant liabilities, and income taxes. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Management considers the following to be its most critical accounting estimates that involve significant judgment.
Derivative Instruments
All derivative instruments, other than those that satisfy specific exceptions, are recorded at fair value. We record changes in the fair value of our derivative positions based on the value for which the derivative instrument could be exchanged between willing parties. If market quotes are not available to estimate fair value, management's best estimate of fair value is based on the quoted market price of derivatives with similar characteristics or determined through industry-standard valuation approaches. Such evaluation may involve significant judgment and the results are based on expected future events or conditions, particularly for those valuations using inputs unobservable in the market.
Our derivative instruments primarily consist of interest rate swaps. We value our interest rate swaps based on observable market inputs, including SOFR forward curves.
Gains and losses on derivative instruments are recognized in earnings. The ultimate fair value of our derivative instruments is uncertain, and we believe that it is reasonably possible that a change in the estimated fair value could occur in the near future as interest rates change.
Recent Accounting Standards
The Company does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our Consolidated Financial Statements or related disclosures.