SEC FORM 4

SEC FORM 4 SEC Form 4

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).

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^*

Hanwha Aerospace Co., Ltd.

(Last)

(First)

(Middle)

1204, CHANGWON-DAERO, SEONGSAN-GU

(Street)

CHANGWON-SI, GYEONGSANGNAM-DO

51542

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp [ NEXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/08/2025		P		39,467	A	$6.2581⁽¹⁾	23,875,120	D⁽⁴⁾
Common Stock	12/09/2025		P		293,131	A	$6.3597⁽²⁾	24,168,251	D⁽⁴⁾
Common Stock	12/10/2025		P		600,000	A	$6.052⁽³⁾	24,768,251	D⁽⁴⁾
Common Stock								17,536,369	I⁽⁴⁾	See footnote⁽⁵⁾

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $6.1100 to $6.4400, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

2. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $6.2250 to $6.4150, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

3. The price reported is a weighted average price. The shares reported in this transaction were purchased at prices ranging from $5.8500 to $6.3999, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

4. This filing shall not be deemed an admission that the reporting person is the beneficial owner of all securities covered by this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, or is subject to Section 16 of the Exchange Act. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

5. Reflects securities held directly by Hanwha Ocean LLC. Hanwha Aerospace Co., Ltd. may be deemed to beneficially own the securities held directly by Hanwha Ocean LLC.

Remarks:

The reporting person may be deemed a member of a "group" (as such term is used in Section 13(d) of the Exchange Act and the rules promulgated thereunder) that beneficially owns more than 10% of the outstanding shares of Common Stock. The reporting person disclaims membership in any such group.

	Hanwha Aerospace Co., Ltd. By: /s/ Jaeil Son Title: Chief Executive Officer	12/10/2025
	** 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.

Large owner Hanwha Aerospace Co., Ltd. bought $5,742,414 worth of shares (932,598 units at $6.16) (SEC Form 4)