Sec Form 3 Filing - TotalEnergies SE @ NextDecade Corp. - 2023-07-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TotalEnergies SE 2. Issuer Name and Ticker or Trading Symbol NextDecade Corp. [ NEXT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2, PLACE JEAN MILLIER, LA DEFENSE 6 3. Date of Earliest Transaction (MM/DD/YY) 07/12/2023 (Street) COURBEVOIE, I092400 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 30,098,268 ( 1 ) ( 2 ) I See Footnote ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TotalEnergies SE 2, PLACE JEAN MILLIER LA DEFENSE 6 COURBEVOIE, I092400 X X TotalEnergies Gestion USA SARL 2, PLACE JEAN MILLIER LA DEFENSE 6 COURBEVOIE, I092400 X X TotalEnergies Holdings USA, Inc. 1201 LOUISIANA ST., SUITE 1800 HOUSTON, TX77002 X X TotalEnergies Delaware, Inc. 1201 LOUISIANA ST., SUITE 1800 HOUSTON, TX77002 X X Global LNG North America Corp. 1201 LOUISIANA ST., SUITE 1800 HOUSTON, TX77002 X X Signatures TotalEnergies SE By: /s/ Paul Moss-Bowpitt Name: Paul Moss-Bowpitt Title: Legal Director - Head of Corporate Transactions 07/14/2023 Signature of Reporting Person Date TotalEnergies Gestion USA SARL By: /s/ Eric Bozec Name: Eric Bozec Title: General Manager 07/14/2023 Signature of Reporting Person Date TotalEnergies Holdings USA, Inc. By: /s/ Albert Shung Name: Albert Shung Title: Assistant Secretary 07/14/2023 Signature of Reporting Person Date TotalEnergies Delaware, Inc. By: /s/ Albert Shung Name: Albert Shung Title: Secretary 07/14/2023 Signature of Reporting Person Date Global LNG North America Corp. By: /s/ Joseph Burfitt Name: Joseph Burfitt Title: Secretary 07/14/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 8,026,165 shares of common stock issued to Global LNG North America Corp. ("GLNG NA") on June 14, 2023 in connection with the first closing pursuant to the common stock purchase agreement, dated June 13, 2023 (the "Stock Purchase Agreement"), between NextDecade Corporation (the "Issuer") and GLNG NA, and (ii) 22,072,103 shares of common stock (the "Tranche 2 Shares") to be issued to GLNG NA in connection with the second closing pursuant to the Stock Purchase Agreement, which is expected to occur shortly after the conversion of the Issuer's Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series C Convertible Preferred Stock (collectively, the "Convertible Preferred Stock"), which was triggered on July 12, 2023 pursuant to the Certificates of Designations for such Convertible Preferred Stock and is expected to occur on July 26, 2023. ( 2 )Because all of the material conditions under the Stock Purchase Agreement for the Reporting Persons' (as defined below) acquisition of the Tranche 2 Shares have been satisfied, the Reporting Persons are deemed to beneficially own the Tranche 2 Shares as of July 12, 2023 as a result of the Reporting Persons' right to acquire beneficial ownership of such Tranche 2 Shares within sixty days. ( 3 )The securities reported herein are or will be 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, GLNG NA will have the right to designate a director to the Issuer's board of directors following the second closing pursuant to the Stock Purchase Agreement and, therefore, each of the Reporting Persons may each be deemed a "director by deputization" of the Issuer.

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).

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