SCHEDULE 13D/A: Valinor Capital Exits Significant Stake in NextDecade Corp. with Final Schedule 13D Amendment

Valinor Capital Partners and its affiliates have filed a final Schedule 13D amendment, disclosing the sale of shares in NextDecade Corp. and ceasing to be beneficial owners of more than five percent of the company's common stock.

Summary

• Valinor Capital Partners, L.P. and Valinor Capital Offshore Master Fund, L.P. collectively sold an aggregate of 1,840,184 shares of NextDecade Corp. common stock between January 21, 2025, and May 13, 2025.
• As a result of these transactions, as of May 13, 2025, all Reporting Persons (Valinor Capital Partners, L.P., Valinor Capital Partners Offshore Master Fund, L.P., Valinor Associates, LLC, Valinor Management, L.P., and David Gallo) ceased to be beneficial owners of more than five percent of NextDecade Corp.'s outstanding shares.
• Valinor Capital Partners, L.P. now directly holds 1,842,598 shares, representing approximately 0.71% of the Issuer's outstanding shares.
• Valinor Capital Partners Offshore Master Fund, L.P. directly holds 9,609,735 shares, representing approximately 3.68% of the Issuer's outstanding shares.
• David Gallo, as the Founder, Managing Partner, and Portfolio Manager at Valinor Management, may be deemed to beneficially own 12,993,013 shares, representing 4.98% of the outstanding 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.

Sentiment

Score: 3

Explanation: The filing indicates a significant institutional investor, Valinor Capital Partners, has divested a substantial portion of its holdings in NextDecade Corp., reducing its beneficial ownership below 5% and filing an exit amendment. This action is generally perceived as a negative signal by the market, suggesting a lack of continued conviction or a strategic reallocation away from the issuer.

Positives

• None directly for the issuer based on this filing, as it primarily details a significant investor's divestment.

Negatives

• A significant institutional investor, Valinor Capital Partners and its affiliates, has reduced its stake in NextDecade Corp. below the 5% beneficial ownership threshold and filed an exit amendment, which can be perceived negatively by the market.

Risks

• The market may react negatively to the news of a significant institutional investor divesting a substantial portion of its holdings, potentially leading to downward pressure on NextDecade Corp.'s stock price.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders may perceive the divestment by a significant institutional investor as a negative signal, potentially impacting stock price due to concerns about the investor's outlook on the company.

Next Steps

• No further Schedule 13D reporting obligations for the Reporting Persons regarding NextDecade Corp. as this is a final amendment and exit filing.

Key Dates

Recommendation

Keywords

NextDecade Corp., Valinor Capital Partners, Schedule 13D/A, beneficial ownership, share sales, exit filing, institutional investor, common stock