NextDecade CEO has shares withheld for taxes

NextDecade Corp Chief Executive Officer Matthew K. Schatzman had 266,531 shares of common stock withheld by the company at $7.99 per share on July 10, 2026 to satisfy tax obligations from vesting restricted stock units.

Rhea-AI Filing Summary

NextDecade Corp Chief Executive Officer Matthew K. Schatzman had 266,531 shares of common stock withheld by the company at $7.99 per share on July 10, 2026 to satisfy tax obligations from vesting restricted stock units. After this non-market tax-withholding disposition, he directly holds 5,338,853 shares.

Filing Explained

The July 10 withholding reduced the CEO’s direct common-stock holdings to 5,338,853 shares as tax settlement for vested restricted stock units.

The July 13, 2026 Form 4 reports that NextDecade CEO Vera de Gyarfas had 266,531 common shares withheld on July 10, 2026 for taxes when restricted stock units vested, leaving 5,338,853 directly held shares after the completed transaction.

Under the supplied Form 4 definitions, code F identifies shares withheld to cover taxes on vesting, so this filing describes a compensation-related withholding rather than an open-market sale.

The filing provides the post-transaction holding but no pre-transaction holding, so the change in the filer's ownership percentage cannot be determined from this filing alone.

The disclosed mechanics affect the reporting person's direct holdings; the filing does not report an issuer financing, new share issuance, or proceeds transaction.

Insider Trade Summary

Tax Withholding: 266,531 shares

Tax Withholding 1 txn

Insider Schatzman Matthew K

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	266,531	$7.99	$2.13M

Holdings After Transaction: Common Stock — 5,338,853 shares (Direct)

Footnotes (1)

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 July 10, 2026.

Key Figures

Shares withheld for taxes: 266,531 shares Price per share for withholding: $7.99 Shares held after transaction: 5,338,853 shares +1 more

4 metrics

Shares withheld for taxes 266,531 shares Common stock withheld to satisfy tax withholding obligations on July 10, 2026

Price per share for withholding $7.99 Value used for the F-code tax-withholding disposition of common stock

Shares held after transaction 5,338,853 shares Direct common stock holdings by CEO Matthew K. Schatzman following tax withholding

Tax-withholding transactions 1 Number of F-code tax-withholding entries reported in this Form 4

Key Terms

restricted stock units, tax withholding obligations, withheld by the Issuer

3 terms

restricted stock units financial

"in connection with the vesting of restricted stock units on July 10, 2026"

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.

tax withholding obligations financial

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

withheld by the Issuer financial

"Represents shares of common stock withheld by the Issuer to satisfy tax"

FAQ

What insider transaction did NextDecade (NEXT) CEO Matthew Schatzman report?

CEO Matthew K. Schatzman reported a tax-withholding disposition where 266,531 NextDecade common shares were withheld at $7.99 on July 10, 2026. The shares were withheld by the issuer to cover tax obligations arising from the vesting of restricted stock units, not sold on the open market.

How many NEXT shares does the NextDecade CEO hold after this Form 4 event?

Following the tax-withholding transaction, CEO Matthew K. Schatzman directly holds 5,338,853 shares of NextDecade common stock. This figure reflects his ownership after 266,531 shares were withheld by the company to satisfy tax withholding obligations tied to restricted stock unit vesting.

What does the F code mean in Matthew Schatzman’s Form 4 for NEXT?

The F transaction code indicates a tax-withholding disposition, described as "Payment of exercise price or tax liability by delivering securities." For NEXT, 266,531 shares were withheld by the issuer to satisfy tax withholding obligations from vesting restricted stock units, rather than being sold in the market.

On what date and at what price were NEXT shares withheld for the CEO’s taxes?

The tax-withholding event occurred on July 10, 2026, when 266,531 NextDecade common shares were withheld at $7.99 per share. These shares were retained by the issuer to cover Matthew K. Schatzman’s tax obligations from restricted stock units that vested on that date.

Was Matthew Schatzman’s NEXT transaction an open-market sale of stock?

No. The reported transaction was a tax-withholding disposition, where 266,531 shares were withheld by NextDecade to satisfy tax obligations from vesting restricted stock units. The description clarifies this was share withholding by the issuer, not an open-market sale initiated by the CEO.

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Available on EDGAR 07/13/2026 - 04:47 PM Accepted by SEC EDGAR 07/13/2026 - 04:47 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)
07/10/2026

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	07/10/2026		F		266,531(1)	D	$7.99	5,338,853	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 July 10, 2026.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	07/13/2026
	** 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)