NextDecade Corporation

09/18/2025 | Press release | Distributed by Public on 09/18/2025 17:16

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bardin Hill Investment Partners LP
2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp [NEXT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
299 PARK AVE., 24TH FLOOR,
3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025
(Street)
NEW YORK, NY 10171
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/16/2025 P 357,021(4) A $6.9825(5) 9,274,894(6) I See notes(1)(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bardin Hill Investment Partners LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization
Bardin Hill Event-Driven Master Fund LP
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization
Bardin Hill Fund GP LLC
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization
Kripalani Avinash
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization
Greene John Winand JR
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization
Dillow Jason
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization
Desai Pratik
C/O BARDIN HILL INVESTMENT PARTNERS LP
299 PARK AVE., 24TH FLOOR
NEW YORK, NY 10171
Director by Deputization

Signatures

See Exhibit 99.2 for Signatures 09/18/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) See Exhibit 99.1 for text of footnote (1).
(2) See Exhibit 99.1 for text of footnote (2).
(3) See Exhibit 99.1 for text of footnote (3).
(4) See Exhibit 99.1 for text of footnote (4)
(5) See Exhibit 99.1 for text of footnote (5).
(6) See Exhibit 99.1 for text of footnote (6).

Remarks:
Exhibit 99.1 (Footnotes) and Exhibit 99.2 (Joint Filer Information and Signatures) are incorporated herein by reference. This Form 4 is filed by Designated Filer Bardin Hill Investment Partners LP.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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