As filed with the Securities and Exchange Commission on August 22, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
NextDecade Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 46-5723951 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
1000 Louisiana Street, Suite 3300 Houston, Texas 77002 (713) 574-1880 | ||
| (Address of principal executive offices) (Zip Code) | ||
| NEXTDECADE CORPORATION 2017 OMNIBUS INCENTIVE PLAN | ||
| (Full title of the plan) | ||
| Vera de Gyarfas, General Counsel NextDecade Corporation 1000 Louisiana Street, Suite 3300 Houston, Texas 77002 | ||
| (Name and address of agent for service) | ||
| (713) 574-1880 | ||
| (Telephone number, including area code, of agent for service) | ||
| Copies of all communications, including communications sent to agent for service, should be sent to: Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 | ||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | o | ||||||||
| Non-accelerated filer | o | Smaller reporting company | o | ||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
NextDecade Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 5,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable under the NextDecade Corporation 2017 Omnibus Incentive Plan, as amended (the “Plan”), which increase in shares of Common Stock was approved by the Registrant’s stockholders at its Annual Meeting of Stockholders on June 4, 2025.
Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission” or “SEC”) on December 15, 2017 (File No. 333-222082), November 8, 2019 (File No. 333-234596), March 26, 2021 (File No. 333-254761), July 15, 2021 (File No. 333-257928), June 24, 2022 (File No. 333-265829), August 15, 2023 (File No. 333-274001) and August 15, 2024 (File No. 333-281575) are hereby incorporated by reference into this Registration Statement on Form S-8 (except to the extent expressly superseded herein).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following documents previously filed by the Registrant with the SEC:
•Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on February 28, 2025;
•Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 filed with the SEC on May 6, 2025 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on August 1, 2025;
•Current Reports on Form 8-K as filed with the SEC on January 6, 2025, March 27, 2025, May 15, 2025, June 5, 2025, June 12, 2025, June 13, 2025, July 31, 2025 and August 11, 2025;
•Definitive Proxy Statement on Schedule 14A filed with the SEC on April 24, 2025; and
•The description of Common Stock included in the Registration Statement on Form 8-A filed with the SEC on February 9, 2015 (File No. 001-36842), as amended by the Registration Statement on Form 8-A/A filed with the SEC on March 18, 2015, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement shall be deemed to be incorporated herein by reference and to be a part hereof from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold at the time of such amendment.
Any statement contained in the documents incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference in this Registration Statement modifies, supersedes or replaces such statement. Any such statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
No document or information deemed to be furnished and not filed in accordance with rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.
Item 8. Exhibits.
| Exhibit Number | Description | ||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 5.1* | |||||
| 10.1** | |||||
| 10.2** | |||||
| 10.3** | |||||
| 10.4** | |||||
| 10.5** | |||||
| 10.6** | |||||
| 23.1* | |||||
| 23.2* | |||||
| 23.3* | |||||
| 24.1* | |||||
| 107* | |||||
* Filed herewith.
** Indicates management contract or compensatory plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 22, 2025.
| NEXTDECADE CORPORATION | ||||||||
| By: | /s/ Brent Wahl | |||||||
| Brent Wahl | ||||||||
| Chief Financial Officer | ||||||||
POWER OF ATTORNEY
Each of the undersigned officers and directors of NextDecade Corporation hereby constitutes and appoints Brent Wahl and Vera de Gyarfas, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all (i) amendments (including post-effective amendments) and additions to this Registration Statement of NextDecade Corporation on Form S-8 and (ii) to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities set forth opposite their names and on August 22, 2025.
| Name | Title | ||||
| /s/ Matthew Schatzman | Chairman of the Board and Chief Executive Officer | ||||
| Matthew Schatzman | (Principal Executive Officer) | ||||
| /s/ Brent Wahl | Chief Financial Officer | ||||
| Brent Wahl | (Principal Financial Officer) | ||||
| /s/ Luke Boylston | Corporate Controller | ||||
| Luke Boylston | (Principal Accounting Officer) | ||||
| /s/ Pamela Beall | Director | ||||
| Pamela Beall | |||||
| /s/ Brian Belke | Director | ||||
| Brian Belke | |||||
| /s/ Frank Chapman | Director | ||||
| Frank Chapman | |||||
| /s/ Arnaud Lenail-Chouteau | Director | ||||
| Arnaud Lenail-Chouteau | |||||
| /s/ Avinash Kripalani | Director | ||||
| Avinash Kripalani | |||||
/s/ Giovanni Oddo | Director | ||||
| Giovanni Oddo | |||||
| /s/ In Kyu Park | Director | ||||
| In Kyu Park | |||||
| /s/ Diana Sands | Director | ||||
| Diana Sands | |||||
| /s/ Edward Andrew Scoggins, Jr. | Director | ||||
| Edward Andrew Scoggins, Jr. | |||||
| /s/ William Vrattos | Director | ||||
| William Vrattos | |||||
| /s/ Spencer Wells | Director | ||||
| Spencer Wells | |||||