NEXT Form 4: 223,510 RSUs earned; holdings now 5,605,384 shares

Rhea-AI Filing Summary

NextDecade Corp (NEXT) reported insider equity activity by its Chief Executive Officer and Director on 10/16/2025. The officer had 223,509 restricted stock units (RSUs) vest. To cover taxes, the issuer withheld 87,951 shares at a price of $6.11. In addition, 223,510 RSUs became earned upon achievement of a milestone-based performance criterion and are scheduled to vest in two equal annual installments beginning 10/16/2026.

Following the reported transactions, the officer’s direct beneficial ownership stood at 5,605,384 shares of common stock.

Insights

Equity Compensation Analyst

CEO equity awards triggered by a disclosed milestone; modest dilution offset by tax share withholding.

NextDecade Corp reported CEO equity changes tied to a milestone achieved on 10/16/2025. 223,509 restricted stock units (RSUs) vested at $0, and 223,510 RSUs became earned and will vest in two equal annual installments beginning 10/16/2026. The company withheld 87,951 shares to cover taxes at a stated value of $6.11 per share. Following these transactions, direct beneficial ownership stands at 5,605,384 shares.

What it means: a defined performance condition was met, releasing awards as designed. That is favorable for execution signaling and aligns pay with milestones. The tax withholding reduces net shares issued now, but the newly earned RSUs add scheduled equity delivery risk over time as they vest.

Why it matters: this creates incremental share issuance from the vested and future-vesting RSUs, while confirming a milestone achievement date of 10/16/2025. Items to watch include the two scheduled vesting events starting 10/16/2026, future Form 4s reflecting those deliveries, and any compensation disclosures that detail the underlying performance metric.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schatzman Matthew K

(Last) (First) (Middle)

1000 LOUISIANA STREET, SUITE 3300

(Street)

HOUSTON TX 77002

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/16/2025		A		223,509(1)	A	$0	5,469,825	D
Common Stock	10/16/2025		F		87,951(2)	D	$6.11	5,381,874	D
Common Stock	10/16/2025		A		223,510(3)	A	$0	5,605,384	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units that vested upon Issuer's achievement of a milestone-based performance criteria on October 16, 2025.

2. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units on October 16, 2025.

3. Represents restricted stock units that became earned to the Reporting Person upon Issuer's achievement of a milestone-based performance criteria on October 16, 2025. Such restricted stock units vest in two equal annual installments beginning on October 16, 2026.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	10/20/2025
	** 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.

FAQ

What insider transaction did NEXT report?

The CEO and Director reported RSU vesting, tax share withholding, and newly earned RSUs tied to a milestone on 10/16/2025.

How many RSUs vested for NEXT’s CEO?

A total of 223,509 RSUs vested.

How many shares were withheld for taxes and at what price?

The issuer withheld 87,951 shares at $6.11 to satisfy tax obligations.

How many new RSUs were earned and when will they vest?

223,510 RSUs were earned and will vest in two equal annual installments beginning 10/16/2026.

What is the officer’s direct beneficial ownership after these transactions?

Direct beneficial ownership is 5,605,384 shares of common stock.

What is the reporting person’s role at NextDecade (NEXT)?

The reporting person is the Chief Executive Officer and a Director.