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    SEC Form 8-K filed by NextDecade Corporation

    6/13/25 5:04:31 PM ET
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    next-20250613
    FALSE000161272000016127202024-06-032024-06-03

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    Form8-K
    CURRENT REPORT
    PURSUANT TO SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    ND Knot.jpg
    Date of Report (Date of earliest event reported): June 13, 2025
    NEXTDECADE CORPORATION
    (Exact Name of Registrant as Specified in Charter)
    Delaware001-3684246-5723951
    (State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
    1000 Louisiana Street, Suite 3300
    Houston, Texas
    77002
    (Address of principal executive offices)(Zip code)
    Registrant’s telephone number, including area code: (713) 574-1880
    (Former Name or Former Address, if Changed Since Last Report)
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
    oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each class:
    Trading Symbol
    Name of each exchange on which registered:
    Common Stock, $0.0001 par valueNEXTThe Nasdaq Stock Market LLC
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company o
    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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



    Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On June 13, 2025, NextDecade Corporation (the “Company”) received a letter from Mr. Timothy Wyatt indicating that he was resigning from the Company's Board of Directors (the “Board”), effective immediately. Mr. Wyatt was initially appointed to the Board in January 2024 pursuant to that certain Purchaser Rights Agreement between the Company and HGC NEXT INV LLC (“HGC”), an affiliate of the Hanwha Group, dated as of August 3, 2018 (the “Purchaser Rights Agreement”). Mr. Wyatt indicated that he was resigning from the Board as a result of leaving his employment with the Hanwha Group to pursue other opportunities and not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. HGC has informed the Company that it intends to designate a replacement director on the Company's Board in accordance with the Purchaser Rights Agreement in the near term.






    SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    Dated: June 13, 2025
    NEXTDECADE CORPORATION
    By:/s/ Vera de Gyarfas
    Name: Vera de Gyarfas
    Title: General Counsel

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