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Table of Contents

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information about us

by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this

prospectus. This prospectus incorporates by reference the documents and reports listed below (other than portions of these documents that are either

(1) described in paragraph (e) of Item 201 of Regulation S-K or paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the

SEC or (2) deemed to have been furnished and not filed in accordance with SEC rules, including Current Reports on Form 8-K furnished under Item

2.02 or Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01)), unless otherwise indicated therein:

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Our Annual Report on Form 10-K for the year ended December 31, 2016 (our “Annual Report”) filed with the SEC on March 10, 2017;

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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 (our “Quarterly Reports”) filed with the SEC

on May 15, 2017 and August 9, 2017, respectively;

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Our Current Reports on Form 8-K (our “Current Reports”), filed with the SEC on January 6, 2017, January 9, 2017, February 8, 2017,

February 23, 2017, March 2, 2017, March 13, 2017, March 20, 2017, March 28, 2017, April 18, 2017, July 21, 2017, July 28, 2017, August

9, 2017 and August 23, 2017;

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Our Definitive Proxy Statement on Schedule 14A (our “Annual Meeting Definitive Proxy Statement”) filed with the SEC on March 13,

2017;

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Our Definitive Proxy Statement on Schedule 14A filed with the SEC on June 29, 2017 and the Additional Definitive Proxy Statement on

Schedule 14A filed with the SEC on July 19, 2017 (together, our “Definitive Proxy Statement”); and

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The description of our Common Stock included in the Registration Statement on Form 8-A filed with the SEC on February 9, 2015 (File No.

333-197330).

We also incorporate by reference the information contained in all other documents we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)

of the Exchange Act (other than portions of these documents that are either (1) described in paragraph (e) of Item 201 of Regulation S-K or

paragraphs (d)(1)-(3) and (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) deemed to have been furnished and not filed in

accordance with SEC rules, including Current Reports on Form 8-K furnished under Item 2.02 or Item 7.01 (including any financial statements or

exhibits relating thereto furnished pursuant to Item 9.01, unless otherwise indicated therein)) after the date of this prospectus and prior to the

completion of the offering of all securities covered hereby. The information contained in any such document will be considered part of this

prospectus from the date the document is filed with the SEC.

If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information

incorporated by reference into this prospectus. Any such request should be directed to:

NextDecade Corporation

3 Waterway Square Place, Suite 400

The Woodlands, Texas 77380

(713) 574-1880

You should rely only on the information contained in, or incorporated by reference into, this prospectus, in any accompanying prospectus supplement

or in any free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different or additional information.

We are not offering to sell or soliciting any offer to buy any securities in any jurisdiction where the offer or sale is not permitted. You should not

assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front

cover of the applicable document.