NextDecade grants CEO 464K RSUs, withholds shares

NextDecade’s CEO received a large new RSU award while shares were withheld to cover taxes on an earlier vesting.

Rhea-AI Filing Summary

NextDecade Corp (NEXT) reported that Chief Executive Officer and director Matthew K. Schatzman received a grant of 464,190 restricted stock units on August 31, 2026. Each unit represents one share of common stock and vests in three near-equal annual installments beginning August 31, 2027. On the same date, 135,928 shares of common stock were withheld to satisfy tax withholding obligations related to a prior restricted stock unit vesting. No Rule 10b5-1 trading plan is reported for these transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Schatzman Matthew K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	464,190	$0.00	$0.00
Tax Withholding	Common Stock F2	135,928	$7.54	$1.02M

Holdings After Transaction: Common Stock — 5,667,115 shares (Direct)

Footnotes (2)

1. F1. Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. The restricted stock units vest in three near-equal annual installments beginning August 31, 2027.
2. F2. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units on August 31, 2026.

Key Figures

Restricted stock units granted: 464,190 units RSU vesting schedule start date: August 31, 2027 Shares withheld for tax obligations: 135,928 shares +2 more

5 metrics

Restricted stock units granted 464,190 units Equity award to CEO Matthew K. Schatzman on August 31, 2026

RSU vesting schedule start date August 31, 2027 First of three near-equal annual vesting installments

Shares withheld for tax obligations 135,928 shares Common stock withheld to satisfy tax withholding on RSU vesting on August 31, 2026

Tax withholding price per share $7.54 per share Applied to 135,928 shares withheld for tax obligations

Rule 10b5-1 plan status No Rule 10b5-1 plan reported Form-level checkbox for these insider transactions

Key Terms

restricted stock units, contingent right, tax withholding obligations

3 terms

restricted stock units financial

"Shares are represented by restricted stock units. Each restricted stock unit"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

tax withholding obligations financial

"withheld by the Issuer to satisfy tax withholding obligations in connection"

FAQ

What equity award did NEXT grant to its CEO Matthew Schatzman on August 31, 2026?

NextDecade granted Matthew K. Schatzman 464,190 restricted stock units on August 31, 2026. Each unit represents a contingent right to receive one share of common stock, subject to vesting conditions described in the award.

How do the new restricted stock units for NEXT’s CEO vest?

The 464,190 restricted stock units granted to NextDecade’s CEO vest in three near-equal annual installments beginning on August 31, 2027, with each installment unlocking additional shares if the service conditions are met.

Why were 135,928 NextDecade (NEXT) shares disposed of in this Form 4?

The 135,928 shares reported as disposed were withheld by NextDecade to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units on August 31, 2026.

What price per share was used for the tax withholding on NEXT shares?

For the tax withholding transaction, 135,928 shares of NextDecade common stock were withheld at a reported price of $7.54 per share to cover the applicable tax obligations tied to RSU vesting.

Was a Rule 10b5-1 trading plan involved in these NEXT insider transactions?

No. The filing indicates that these transactions by NextDecade’s Chief Executive Officer were not reported as being made under a Rule 10b5-1 trading plan.

Does the Form 4 show any derivative securities for NEXT’s CEO?

No. The filing’s derivative section is empty, indicating that no new derivative security transactions (such as options or similar instruments) were reported in this Form 4 for NextDecade’s CEO.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 04:34 PM Accepted by SEC EDGAR 09/02/2026 - 04:33 PM Learn about SEC filing dates

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 TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

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

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

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

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	08/31/2026		A		464,190(1)	A	$0	5,803,043	D
Common Stock	08/31/2026		F		135,928(2)	D	$7.54	5,667,115	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. Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. The restricted stock units vest in three near-equal annual installments beginning August 31, 2027.

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 August 31, 2026.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	09/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)