NextDecade CEO withholds 69,583 shares for taxes

NextDecade’s CEO had shares withheld to cover taxes on RSU vesting and now directly holds about 5.3 million shares.

Rhea-AI Filing Summary

NextDecade Corp (NEXT) reported that Chief Executive Officer and director Matthew K. Schatzman had 69,583 shares of common stock withheld on September 9, 2026 to satisfy tax withholding obligations related to vesting restricted stock units. No open-market sale occurred. After these tax-withholding dispositions and related PSU forfeitures, he holds 5,319,526 shares of common stock directly, and no Rule 10b5-1 trading plan is reported.

Insider Trade Summary

Tax Withholding: 69,583 shares

Tax Withholding 1 txn

Insider Schatzman Matthew K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	69,583	$7.54	$525K

Holdings After Transaction: Common Stock — 5,319,526 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units on September 9, 2026.
2. F2. Amount reflects shares underlying PSUs that were forfeited for no consideration and were exempt from reporting pursuant to Rule 16a-4(d).

Key Figures

Shares withheld for tax withholding: 69,583 shares Withholding reference price: $7.54 per share Post-transaction direct holdings: 5,319,526 shares +1 more

4 metrics

Shares withheld for tax withholding 69,583 shares Common stock withheld on September 9, 2026 to satisfy tax obligations on RSU vesting

Withholding reference price $7.54 per share Price reported for the 69,583 shares withheld in the tax-withholding disposition

Post-transaction direct holdings 5,319,526 shares Common stock directly held by CEO Matthew K. Schatzman after the reported transactions

Exercise price or tax liability shares 69,583 shares Total shares involved in payment of tax liability by delivering or withholding securities (code F)

Key Terms

restricted stock units, PSUs, Rule 16a-4(d)

3 terms

restricted stock units financial

"tax withholding obligations in connection with the vesting of restricted stock units"

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.

PSUs financial

"Amount reflects shares underlying PSUs that were forfeited for no consideration"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Rule 16a-4(d) regulatory

"were exempt from reporting pursuant to Rule 16a-4(d)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did NextDecade (NEXT) disclose for Matthew K. Schatzman?

NextDecade disclosed that CEO Matthew K. Schatzman had 69,583 shares of common stock withheld on September 9, 2026 to satisfy tax withholding obligations arising from vesting restricted stock units. This was a tax-withholding disposition, not an open-market sale.

How many NextDecade (NEXT) shares does the CEO hold after this Form 4 transaction?

After the reported tax-withholding disposition and related PSU forfeitures, CEO Matthew K. Schatzman directly holds 5,319,526 shares of NextDecade common stock, as stated in the filing’s post-transaction holdings figure.

Was the NextDecade (NEXT) CEO’s Form 4 transaction an open-market sale?

No. The filing states the 69,583 shares were withheld by the issuer to satisfy tax withholding obligations in connection with vesting restricted stock units, rather than sold in the open market.

What role did restricted stock units play in the NextDecade (NEXT) Form 4?

The Form 4 explains that shares of common stock were withheld to cover taxes on vesting restricted stock units, and that some shares underlying performance stock units (PSUs) were forfeited for no consideration and were exempt from reporting under Rule 16a-4(d).

Did the NextDecade (NEXT) Form 4 indicate a Rule 10b5-1 trading plan?

No. The document-level indication shows no Rule 10b5-1 trading plan is affirmed for this transaction, and the footnotes do not state that it was made pursuant to such a plan.

How were PSUs treated in the NextDecade (NEXT) CEO’s Form 4?

The filing states that the amount reflects shares underlying PSUs that were forfeited for no consideration and were exempt from reporting pursuant to Rule 16a-4(d). These PSU forfeitures are reflected in the post-transaction share amount.

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

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Available on EDGAR 09/11/2026 - 08:21 AM Accepted by SEC EDGAR 09/11/2026 - 08:20 AM 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)
09/09/2026

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	09/09/2026		F		69,583(1)	D	$7.54	5,319,526(2)	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 shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units on September 9, 2026.

2. Amount reflects shares underlying PSUs that were forfeited for no consideration and were exempt from reporting pursuant to Rule 16a-4(d).

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	09/11/2026
	** 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)