v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt Note 5 — Debt
Debt, net consisted of the following (in thousands):
June 30, 2026December 31, 2025
Phase 1 LLC Debt:
6.67% Senior Secured Notes due 2033
$700,000 $700,000 
6.85% Senior Secured Notes due 2047
190,000 190,000 
6.58% Senior Secured Notes due 2047
1,115,000 1,115,000 
6.72% Senior Secured Loans due 2033
356,000 356,000 
7.11% Senior Secured Loans due 2047
251,000 251,000 
CD Credit Agreement3,819,000 3,708,000 
TCF Credit Agreement496,000 485,000 
Total Phase 1 LLC Debt6,927,000 6,805,000 
Phase 1 HoldCo Borrower Debt:
7.05% Phase 1 HoldCo Borrower Term Loan due 2033
1,000,000 — 
Train 4 LLC Debt:
Train 4 LLC Credit Agreement549,000 357,000 
Train 5 LLC Debt:
6.56% Senior Secured Notes due 2050
250,000 150,000 
13.00% Super FinCo Term Loan due 2031
1,295,196 1,214,517 
 8.00% A&R Corporate Credit Agreement due 2030 - Series A
100,000 100,000 
13.50% A&R Corporate Credit Agreement due 2030 - Series B
214,715 200,851 
Total debt10,335,911 8,827,368 
Unamortized debt issuance costs(316,011)(316,443)
Finance leases396,707 — 
Debt, net$10,416,607 $8,510,925 
Phase 1 LLC Debt
Senior Secured Notes and Senior Secured Loans
The 6.67% Senior Secured Notes, 6.85% Senior Secured Notes, and 6.58% Senior Secured Notes (collectively, the “Phase 1 Senior Secured Notes”) and the 6.72% Senior Secured Loans and 7.11% Senior Secured Loans (collectively, the “Phase 1 Senior Secured Loans”) are senior secured obligations of Phase 1 LLC. Principal on the 6.85% Senior Secured Notes, 6.58% Senior Secured Notes, and the 7.11% Senior Secured Loans amortizes beginning in 2029 with final maturities in 2047.
The Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans rank pari passu with the CD Credit Agreement and the TCF Credit Agreement and are secured on a first-priority basis by a security interest in all of the membership interests in Phase 1 LLC and substantially all of Phase 1 LLC’s assets.
Phase 1 LLC’s Credit Agreements
The total commitments under the CD Credit Agreement and TCF Credit Agreement (together, the “Phase 1 LLC Committed Credit Facilities”) are $7.5 billion and $0.7 billion, respectively.
The CD Credit Agreement includes an additional $250.0 million commitment (the “CD Senior Working Capital Facility”) that can be used to draw revolving loans or issue letters of credit. As of June 30, 2026, no amounts have been drawn and approximately $141.1 million of letters of credit have been issued.
The Phase 1 LLC Committed Credit Facilities are senior secured facilities that amortize quarterly beginning on or after 90 days following the completion of certain conditions including commencement of our long-term LNG Sale and Purchase Agreements (“SPAs”) for Train 3. The facilities have a final maturity in July 2030, bear interest at SOFR plus 2.25%, and accrue commitment fees of 0.68% on undrawn amounts.
Phase 1 LLC’s obligations under the Phase 1 LLC committed facilities rank pari passu with each of the Phase 1 LLC committed credit facilities, the Phase 1 Senior Secured Notes, and the Phase 1 Senior Secured Loans, and are secured by the same collateral package as the Phase 1 Senior Secured Notes and Phase 1 Senior Secured Loans.
In June 2026, Phase 1 LLC repaid approximately $904.0 million and $86.0 million of the amounts outstanding under the CD Credit Agreement and TCF Credit Agreement, respectively, resulting in a loss on debt extinguishment of approximately $32.5 million recorded during the three and six months ended June 30, 2026.
Phase 1 HoldCo Borrower Term Loan
In June 2026, Phase 1 HoldCo Borrower entered into a credit agreement (the “Phase 1 HoldCo Borrower Term Loan”) providing for a term loan in an amount of $1.0 billion to (i) make an equity contribution to Phase 1 LLC, which Phase 1 LLC used to reduce outstanding borrowings under its credit facilities, (ii) pay certain fees and expenses associated with the Phase 1 HoldCo Borrower Term Loan and (iii) pay general and administrative expenses of Phase 1 HoldCo Borrower.
The Phase 1 HoldCo Borrower Term Loan matures on June 17, 2033. Interest is payable semi-annually in cash or paid-in-kind (“PIK”) at Phase 1 HoldCo Borrower’s election until the first interest payment date after June 2029 and in cash thereafter. The Phase 1 HoldCo Borrower Term Loan is secured by pledges of the equity interests in the Phase 1 HoldCo Borrower by its holding company and by a first-priority security interest in substantially all personal property of Phase 1 HoldCo Borrower, including its membership interests in Phase 1 LLC.
Train 4 LLC and Train 5 LLC Credit Agreements
In September 2025 and October 2025, Train 4 LLC and Train 5 LLC, respectively, entered into separate credit facilities of up to approximately $3.8 billion and $3.6 billion, respectively, to fund a portion of their respective project costs, related fees and expenses. Obligations under the credit agreements are secured on a first-priority basis by substantially all of the assets of Train 4 LLC and Train 5 LLC, respectively, as well as a pledge of the membership interest in the respective entities.
Borrowings on both credit facilities bear interest at SOFR plus 2.00% (or base rate plus 1.00%), with rating-based step-downs to SOFR + 1.875% / base + 0.875% upon “Baa2/BBB” and to SOFR + 1.75% / base + 0.75% upon “Baa1/BBB+.” Undrawn amounts accrue commitment fees at 30% of the applicable margin for SOFR loans. The Train 4 LLC and Train 5 LLC facilities amortize quarterly beginning on or after 90 days following the completion of certain conditions, including commencement of the SPAs for the respective trains, and mature in September 2032 and October 2032, respectively.
As of June 30, 2026, $549.0 million had been drawn under the Train 4 LLC Credit Agreement and no amounts had been drawn under the Train 5 LLC Credit Agreement.
Train 5 LLC Senior Secured Notes
In October 2025, Train 5 LLC entered into a Note Purchase Agreement to issue $500.0 million of 6.56% Senior Secured Notes (the “Train 5 Senior Secured Notes”) due in 2050. In December 2025, the Company issued the first installment of $150.0 million of the Train 5 Senior Secured Notes at par, with the second installment of $100.0 million issued in April 2026. The remaining Train 5 Senior Secured Notes will be issued at par in installments through October 2026. Principal amortizes beginning in September 2031 with a final maturity in September 2050.
The Train 5 Senior Secured Notes are senior secured obligations of Train 5 LLC, ranking senior in right of payment to any and all of Train 5 LLC’s future indebtedness that is subordinated to the Train 5 Senior Secured Notes, and equal in right of payment with Train 5 LLC’s other existing and future indebtedness that is senior and secured by the same collateral securing the Train 5 Senior Secured Notes. The Train 5 Senior Secured Notes rank pari passu with the Train 5 LLC Credit Agreement and are secured on a first-priority basis by a security interest in the same collateral package.
FinCo Credit Agreement
In September 2025, FinCo entered into a credit agreement (the “FinCo Credit Agreement”) providing a loan and letter of credit facility of up to approximately $0.7 billion, including an approximate $0.6 billion letter of credit sublimit, to fund a portion of the Company’s equity contributions to Train 4 LLC and to finance interest during Train 4 construction and related fees and expenses. In October 2025, the FinCo Credit Agreement was amended to increase the loan to approximately $1.5 billion and to increase the letter of
credit sublimit to approximately $1.2 billion to fund the same costs associated with both Train 4 and Train 5. Availability commenced on October 30, 2025.
Borrowings bear interest at SOFR plus 3.50% or base rate plus 2.50%, and undrawn commitment amounts are subject to commitment fees of 1.05%. The facility matures in October 2030, with a one-year extension option exercisable within the 90-day period preceding such anniversary. The facility is secured by pledges of FinCo equity and first-priority liens on substantially all FinCo assets, including equity interests in Phase 1 LLC, Train 4 LLC, and Train 5 LLC.
As of June 30, 2026, no amounts had been drawn and $1.2 billion of letters of credit were issued under the FinCo Credit Agreement.
Super FinCo Term Loan
In September 2025, Super FinCo entered into a credit agreement (the “Super FinCo Term Loan”) providing a senior term loan of $0.6 billion to fund a portion of the Company’s equity contributions to Train 4 LLC and to finance interest during Train 4 construction, pay fees and expenses associated with the Super FinCo and FinCo credit agreements and related facilities, and fund other costs of Super FinCo. In October 2025, the Super FinCo Term Loan was amended to increase the principal amount to $1.2 billion to fund the same costs associated with both Train 4 and Train 5.
The Super FinCo Term Loan matures on the earlier of September 2033 or the 85th day prior to the maturity of the FinCo Credit Agreement (as extended or refinanced). Interest is payable quarterly with an option to elect PIK interest in full through the first anniversary of Train 4 completion and up to 50% thereafter. The Super FinCo Term Loan is secured by pledges of the equity interests in the Super FinCo borrowers by their holding companies and by a first-priority security interest in substantially all personal property of Super FinCo, including membership interests in FinCo.
Corporate Credit Agreement
In November 2025, Super Holdings, a wholly owned subsidiary of the Company, amended its Corporate Credit Agreement (the “A&R Corporate Credit Agreement”). The A&R Corporate Credit Agreement defines two distinct tranches of indebtedness:
•Series A Loans: Consists of $100.0 million in aggregate principal that matures on November 17, 2030 and bears interest at 8.0% per annum that is payable quarterly, in cash or PIK, at Super Holding’s election. These loans include a make-whole premium if prepaid prior to November 17, 2028.
◦Exchange Option: The Series A Loans, including any PIK interest, are exchangeable into shares of common stock of the Company at the election of the lenders at an exchange price of $9.50 per share (the “Series A Exchange Option”). This option is available from the 180th day after November 17, 2025 through maturity. The Series A Exchange Option is accounted for as a derivative liability (see Note 6 — Derivatives).
•Series B Loans: Consists of the remaining principal that matures on October 16, 2030 and bears interest at 13.5% per annum. Prior to March 31, 2027, Super Holdings may elect to pay up to 100% of interest in cash or in kind and is required to pay 50% of interest in kind and 50% of interest in cash thereafter. These loans include a make-whole premium if prepaid prior to June 30, 2028, and a declining prepayment penalty structure thereafter.
Obligations under the A&R Corporate Credit Agreement are secured on a first-priority basis by all of the equity interest in Super Holdings and its direct subsidiaries.
Debt Covenants and Compliance
Each of the Company’s debt instruments contain customary negative covenants that, among other things, limit the ability of the borrower and its subsidiaries to incur additional indebtedness, create liens, make restricted payments (including dividends), make certain investments, and sell all or substantially all assets.
Certain of the Company’s credit agreements also include covenants that, among other things, require the borrower and its subsidiaries to maintain a specified minimum historical debt service coverage ratio as of a specified date in the respective agreement, and covenants that restrict the net assets of the respective subsidiaries from being distributed to NextDecade, unless certain conditions are met.
As of June 30, 2026, the Company was in compliance with all covenants related to its respective debt agreements.
Interest Expense
Interest expense consisted of the following (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Interest on debt obligations$180,121 $84,404 $346,773 $157,509 
Amortization of debt issuance costs30,379 16,995 59,921 33,911 
Interest on finance lease liabilities5,073 — 5,073 — 
Other interest and financing costs11,407 410 22,477 1,195 
Total interest cost incurred226,980 101,809 434,244 192,615 
Capitalized interest(136,203)(70,175)(264,220)(133,776)
Interest expense$90,777 $31,634 $170,024 $58,839 
Fair Value Disclosures
The following table shows the carrying amount and estimated fair value of our debt (in thousands):
June 30, 2026December 31, 2025
Carrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
Phase 1 Senior Secured Notes
$2,005,000 $2,044,786 $2,005,000 $2,077,080 
Phase 1 Senior Secured Loans
607,000 632,581 607,000 643,504 
Train 5 Senior Secured Notes250,000 243,177 150,000 148,470 
Super FinCo Term Loan1,295,196 1,206,366 1,214,517 1,144,196 
A&R Corporate Credit Agreement - Series A
100,000 91,954 100,000 77,416 
A&R Corporate Credit Agreement - Series B
214,715 178,693 200,851 165,518 
The fair value of the debt included in the table above was calculated using a lattice model and is classified as Level 2 in the fair value hierarchy.
The fair values of the CD Credit Agreement, TCF Credit Agreement, and Train 4 LLC Credit Agreement approximate their respective carrying amounts because their variable interest rates align to market interest rates. The fair value of the Phase 1 HoldCo Borrower Term Loan approximates its carrying amount because of the close proximity of the issuance of the debt to June 30, 2026.