| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp. [ NEXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $ 0.0001 par value | 11/13/2024 | P | 100,000(4) | A | (5) | 8,683,861 | I | See notes(1)(2)(3) | ||
| Common Stock, $ 0.0001 par value | 11/14/2024 | P | 134,012(4) | A | (6) | 8,817,873 | I | See notes(1)(2)(3) | ||
| Common Stock, $ 0.0001 par value | 11/15/2024 | P | 100,000(4) | A | (7) | 8,917,873(8) | I | See notes(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 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). |
| 7. See Exhibit 99.1 for text of footnote (7). |
| 8. See Exhibit 99.1 for text of footnote (8) |
| 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. |
| See Exhibit 99.2 for Signatures | 11/15/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction to be Reported
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(Month/Day/Year):
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November 13, 2024
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Footnotes to Form 4
(1) This statement is being filed by the following Reporting Persons: Bardin Hill Event-Driven Master Fund LP (“Master Fund”), Bardin Hill Fund GP LLC (“Bardin Hill GP”), Bardin Hill Investment Partners LP (“Bardin
Hill”), Avinash Kripalani, Jason Dillow, John Greene and Pratik Desai.
(2) Bardin Hill GP is the general partner of Master Fund. Bardin Hill is the investment manager of Master Fund. Investment decisions of Bardin Hill are made by one or more of its portfolio managers, including Jason
Dillow, John Greene and Pratik Desai, each of whom has individual decision-making authority. Avinash Kripalani is a Partner at Bardin Hill and serves on the board of directors of the Issuer as Bardin Hill’s representative.
(3) Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of its, his or her pecuniary interest.
(4) Represents shares of Common Stock purchased by Master Fund.
(5) The shares of Common Stock were purchased in multiple transactions at prices ranging from $6.985 to $7.247. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and
Exchange Commission upon request, full information regarding the number shares purchased at each separate price within the range.
(6) The shares of Common Stock were purchased in multiple transactions at prices ranging from $7.03 to $7.36. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and
Exchange Commission upon request, full information regarding the number shares purchased at each separate price within the range.
(7) The shares of Common Stock were purchased in multiple transactions at prices ranging from $7.10 to $7.45. The Reporting Persons undertake to provide to the Issuer, any securityholder or the Securities and
Exchange Commission upon request, full information regarding the number shares purchased at each separate price within the range.
(8) Represents shares held following the reported transactions as follows: 1,538,882 by First Series of HDML Fund I LLC; 6,199,922 by HCN LP; and 1,179,069 by Master Fund.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Bardin Hill Investment Partners LP
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Address of Joint Filer:
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by Deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
Bardin Hill Investment Partners LP
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/s/ Jacob Fishelis
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Name:
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Jacob Fishelis
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Title:
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Chief Financial Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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General Counsel
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11/15/2024
Date
Page 1 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Bardin Hill Event-Driven Master Fund LP
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
Bardin Hill Event-Driven Master Fund LP
By: Bardin Hill Investment Partners LP, its Manager
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/s/ Jacob Fishelis
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Name:
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Jacob Fishelis
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Title:
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Chief Financial Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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General Counsel
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11/15/2024
Date
Page 2 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Bardin Hill Fund GP LLC
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by Deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
Bardin Hill Fund GP LLC
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/s/ Jacob Fishelis
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Name:
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Jacob Fishelis
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Title:
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Chief Financial Officer
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/s/ John Freese
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Name:
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John Freese
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Title:
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General Counsel
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11/15/2024
Date
Page 3 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Avinash Kripalani
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by Deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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/s/ Avinash Kripalani
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Name:
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Avinash Kripalani
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11/15/2024
Date
Page 4 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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John Greene
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by Deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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/s/ John Greene
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Name:
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John Greene
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Title:
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Portfolio Manager
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11/15/2024
Date
Page 5 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Jason Dillow
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by Deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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/s/ Jason Dillow
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Name:
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Jason Dillow
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Title:
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Chief Investment Officer
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11/15/2024
Date
Page 6 of 7
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Pratik Desai
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Address of Joint Filer:
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c/o Bardin Hill Investment Partners LP
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299 Park Ave., 24th Floor
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New York, NY 10171
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Relationship of Joint Filer to Issuer:
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Other – Director by Deputization
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Issuer Name and Ticker or Trading Symbol:
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NextDecade Corporation [NEXT]
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Date of Earliest Transaction Required
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to be Reported (Month/Day/Year):
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November 13, 2024
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Designated Filer:
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Bardin Hill Investment Partners LP
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Signature:
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/s/ Pratik Desai
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Name:
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Pratik Desai
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Title:
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Portfolio Manager
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11/15/2024
Date
Page 7 of 7