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SCHEDULE 13D/A 0001140361-17-030088 0001401388 XXXXXXXX LIVE 12 Common Stock, par value $0.0001 per share 05/13/2025 true 0001612720 65342K105 NextDecade Corp. 1000 Louisiana Street, Suite 3900 Houston TX 77002 David Gallo (212) 918-5230 Valinor Management L.P. 405 Lexington Avenue, 34th Floor New York NY 10174 Kaitlin Descovich (202) 682-7000 Weil, Gotshal & Manges LLP 2001 M Street NW Washington DC 20036 0001401387 VALINOR CAPITAL PARTNERS, L.P. OO DE 0 1842598 0 1842598 1842598 N 0.71 PN 0001452938 VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. OO DE 0 9609735 0 9609735 9609735 N 3.68 PN 0001713363 Valinor Associates, LLC OO DE 0 11452333 0 11452333 11452333 N 4.39 PN 0001401388 VALINOR MANAGEMENT, L.P. OO DE 0 11452333 0 11452333 11452333 N 4.39 PN 0001601013 Gallo David OO X1 1540680 11452333 1540680 11452333 12993013 N 4.98 PN Common Stock, par value $0.0001 per share NextDecade Corp. 1000 Louisiana Street, Suite 3900 Houston TX 77002 This Amendment No. 13 ("Amendment No. 13") amends the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "Commission") on August 3, 2017 (as amended, the "Statement"), and is filed by the Reporting Persons with respect to the common stock, $0.0001 par value per share ("Shares"), of NextDecade Corporation (the "Issuer"). Capitalized terms used herein but not defined shall have the meaning given to them in the Statement. - Item 4 is amended and supplemented as follows: Since January 21, 2025, and through and including May 13, 2025, Valinor Capital Partners, L.P., a Delaware limited partnership ("Capital Partners") and Valinor Capital Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership ("Capital Partners Offshore") sold, in the aggregate, 1,840,184 Shares. Item 5 is amended and supplemented as follows: The responses set forth in rows 7 through 13 on the cover pages to this Amendment No. 13 are incorporated by reference into this Item 5. Such responses are provided as of May 13, 2025. (A) Capital Partners directly holds 1,842,598 Shares, which represents approximately 0.71% of the Issuer's outstanding Shares (based on 260,874,157 Shares outstanding as of May 2, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Commission on May 6, 2025, the "Outstanding Shares"); and (B) Capital Partners Offshore Master directly holds 9,609,735 Shares, which represents approximately 3.68% of the Outstanding Shares. David Gallo may be deemed to beneficially own 12,933,013 Shares, representing 4.98% of the Outstanding Shares. Mr. Gallo is the Founder, Managing Partner and Portfolio Manager at Valinor Management, an investment management firm that serves as the investment manager to a number of private investment vehicles including Capital Partners Offshore Master and Capital Partners, and is the managing member of Associates, which in turn is the general partner of Capital Partners Offshore Master and Capital Partners. Valinor Management Associates, LLC is the general partner of Valinor Management. The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D. None of the Reporting Persons has effected any transaction in the Shares within the last 60 days except as set forth in Annex A of this Amendment No. 13, which is incorporated by reference into this Item 5(c). To the knowledge of the Reporting Persons, no person other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on this Amendment No. 13. As a result of the transactions described herein, on May 13, 2025 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 13 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. VALINOR CAPITAL PARTNERS, L.P. /s/ David Gallo David Gallo, Managing Partner 05/15/2025 VALINOR CAPITAL PARTNERS OFFSHORE MASTER FUND, L.P. /s/ David Gallo David Gallo, Managing Partner 05/15/2025 Valinor Associates, LLC /s/ David Gallo David Gallo, Managing Partner 05/15/2025 VALINOR MANAGEMENT, L.P. /s/ David Gallo David Gallo, Managing Partner 05/15/2025 Gallo David /s/ David Gallo David Gallo, Managing Partner 05/15/2025