TotalEnergies SE - Sep 7, 2023 Form 4 Insider Report for NextDecade Corp. (NEXT)

Role: Director, 10%+ Owner
Signature: TotalEnergies SE By: /s/ Paul Moss-Bowpitt Name: Paul Moss-Bowpitt Title: Legal Director - Head of Corporate Transactions
Stock symbol: NEXT
Transactions as of: Sep 7, 2023
Transactions value $: $69,399,435
Form type: 4
Date filed: 9/8/2023, 04:15 PM
Previous filing: Sep 6, 2023
Next filing: Sep 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NEXT	Common Stock	Award	$69.4M	+14.8M	+49.18%	$4.69	44.9M	Sep 7, 2023	See Footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents 14,802,055 shares of common stock (the "Tranche 3 Shares") issued to Global LNG North America Corp. ("GLNG NA") in connection with the third closing pursuant to the common stock purchase agreement, dated June 13, 2023 (the "Stock Purchase Agreement"), between NextDecade Corporation (the "Issuer") and GLNG NA, which occurred on September 8, 2023.
F2	Represents (i) 8,026,165 shares of common stock issued to GLNG NA on June 14, 2023 in connection with the first closing pursuant to the Stock Purchase Agreement, (ii) 22,072,103 shares of common stock issued to GLNG NA on July 27, 2023 in connection with the second closing pursuant to the Stock Purchase Agreement, and (iii) the 14,802,055 Tranche 3 Shares issued to GLNG NA on September 8, 2023 in connection with the third closing pursuant to the Stock Purchase Agreement.
F3	The securities reported herein are held directly by GLNG NA, which is a wholly owned subsidiary of TotalEnergies Delaware, Inc. ("TotalEnergies Delaware"), which is a wholly owned subsidiary of TotalEnergies Holdings USA, Inc. ("TotalEnergies Holdings USA"), which is a wholly owned subsidiary of TotalEnergies Gestion USA SARL ("TotalEnergies Gestion USA"), which is a wholly owned subsidiary of TotalEnergies SE (collectively with GLNG NA, TotalEnergies Delaware, TotalEnergies Holdings USA and TotalEnergies Gestion USA, the "Reporting Persons"). As a result, each of the Reporting Persons may be deemed to beneficially own the securities reported herein.

Remarks:

Pursuant to the Purchaser Rights Agreement, dated as of June 14, 2023, between the Issuer and GLNG NA, following the second closing pursuant to the Stock Purchase Agreement, GLNG NA has the right to designate a director to the Issuer's board of directors. Thibaud de Preval currently serves as GLNG NA's designee on the Issuer's board of directors and, therefore, each of the Reporting Persons may each be deemed a "director by deputization" of the Issuer.