NextDecade GC has 15K shares withheld for taxes

NextDecade’s General Counsel had shares withheld to cover taxes on vested equity awards, and now directly holds just over 955,000 common shares.

Rhea-AI Filing Summary

NextDecade Corp (NEXT) reported that its General Counsel, Vera de Gyarfas, had 15,463 shares of common stock withheld on September 9, 2026 at $7.54 per share to satisfy tax withholding obligations upon vesting of restricted stock units. After this tax-withholding disposition, she directly holds 955,103 shares of common stock. The filing notes that this post-transaction amount reflects an adjustment for performance stock units that were forfeited for no consideration and were exempt from reporting under Rule 16a-4(d). No Rule 10b5-1 trading plan is indicated.

Insider Trade Summary

Tax Withholding: 15,463 shares

Tax Withholding 1 txn

Insider de Gyarfas Vera

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	15,463	$7.54	$117K

Holdings After Transaction: Common Stock — 955,103 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: 15,463 shares Withholding reference price: $7.54 per share Shares held after transaction: 955,103 shares

3 metrics

Shares withheld for tax withholding 15,463 shares Shares of common stock withheld on September 9, 2026 to satisfy tax obligations on RSU vesting

Withholding reference price $7.54 per share Value used for the 15,463 shares withheld on September 9, 2026

Shares held after transaction 955,103 shares Direct ownership of Vera de Gyarfas in NextDecade common stock after the September 9, 2026 event

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 NEXT report for General Counsel Vera de Gyarfas?

NEXT reported that General Counsel Vera de Gyarfas had 15,463 shares of common stock withheld on September 9, 2026 to satisfy tax withholding obligations related to the vesting of restricted stock units.

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

After the reported tax-withholding disposition, General Counsel Vera de Gyarfas directly holds 955,103 shares of NextDecade common stock, as stated in the Form 4 filing.

Was the NEXT Form 4 transaction a market sale or a tax withholding event?

The Form 4 describes a tax withholding event, not an open-market sale. 15,463 shares were withheld by NextDecade to satisfy tax withholding obligations arising from the vesting of restricted stock units.

What does the Form 4 say about forfeited PSUs for NextDecade’s General Counsel?

The filing notes that the reported post-transaction holdings amount reflects shares underlying performance stock units (PSUs) that were forfeited for no consideration and were exempt from reporting under Rule 16a-4(d).

Was the NextDecade (NEXT) insider transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, so the September 9, 2026 tax-withholding disposition was not reported as made under a Rule 10b5-1 trading plan.

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

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Available on EDGAR 09/11/2026 - 08:22 AM Accepted by SEC EDGAR 09/11/2026 - 08:21 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^*

de Gyarfas Vera

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel

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		15,463(1)	D	$7.54	955,103(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	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)