NEXT CFO reports RSU vesting and tax withholding; 1,515,142 owned

Rhea-AI Filing Summary

NextDecade (NEXT) reported an insider equity update: its Chief Financial Officer filed a Form 4 reflecting restricted stock unit activity tied to a milestone achieved on October 16, 2025.

The filing shows 74,503 RSUs vested (acquired at $0) and 38,034 shares were withheld by the company at $6.11 to cover taxes. A separate grant of 74,503 RSUs became earned upon the milestone and is scheduled to vest in two near-equal annual installments beginning October 16, 2026. Following these transactions, the CFO’s beneficial ownership is 1,515,142 shares, held directly.

These entries reflect routine equity compensation mechanics—vesting upon performance, share withholding for taxes, and a forward vesting schedule for newly earned RSUs.

Insights

Equity compensation analyst

Routine RSU vesting and tax withholding; neutral impact.

The activity centers on performance-based RSUs: 74,503 vested at no cost and 38,034 shares were withheld at $6.11 for taxes. A second 74,503 RSUs tranche became earned upon the milestone and will vest in two near-equal annual installments starting October 16, 2026.

These steps are standard for equity awards and do not indicate open-market buying or selling. The filing lists direct beneficial ownership at 1,515,142 shares after the reported transactions.

Future equity delivery depends on the scheduled vesting dates and continued eligibility per award terms; actual impact hinges on future vesting and any additional withholding that may occur under plan rules.

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

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X

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^*

Wahl Brent

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		74,503(1)	A	$0	1,478,673	D
Common Stock	10/16/2025		F		38,034(2)	D	$6.11	1,440,639	D
Common Stock	10/16/2025		A		74,503(3)	A	$0	1,515,142	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 near-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 activity did NextDecade (NEXT) disclose?

The CFO reported RSU vesting tied to a milestone on October 16, 2025, related tax share withholding, and newly earned RSUs with a future vesting schedule.

How many RSUs vested for the NextDecade (NEXT) CFO?

74,503 RSUs vested at a price of $0 upon the company achieving a milestone.

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

The company withheld 38,034 shares at $6.11 to satisfy tax obligations connected to the RSU vesting.

What future vesting was disclosed for the NextDecade (NEXT) CFO?

An additional 74,503 RSUs became earned and will vest in two near-equal annual installments beginning October 16, 2026.

What is the CFO’s beneficial ownership after these transactions?

Direct beneficial ownership is 1,515,142 shares following the reported transactions.

Was this an open-market purchase or sale?

No. The transactions relate to award vesting and tax withholding, not open-market trades.