UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| Form | ||||||||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 13, 2025
(Exact Name of Registrant as Specified in Charter)
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| (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):
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
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 | |||||||||||