[Form 4] NextDecade Corp Insider Trading Activity

Rhea-AI Filing Summary

NextDecade (NEXT) reported insider equity activity by its General Counsel. On October 16, 2025, 49,668 restricted stock units vested upon achievement of a milestone-based performance criterion, and the company withheld 19,545 shares at $6.11 to cover taxes. An additional 49,669 RSUs became earned the same day and are scheduled to vest in two near-equal annual installments beginning October 16, 2026. Following these transactions, the reporting person directly held 982,033 shares.

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

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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 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)
	General Counsel

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		49,668(1)	A	$0	951,909	D
Common Stock	10/16/2025		F		19,545(2)	D	$6.11	932,364	D
Common Stock	10/16/2025		A		49,669(3)	A	$0	982,033	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	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 transaction did NEXT disclose?

The General Counsel reported RSU vesting on October 16, 2025, tax-share withholding, and new RSUs becoming earned with a future vesting schedule.

How many RSUs vested for NEXT’s General Counsel?

49,668 RSUs vested upon a milestone-based performance achievement on October 16, 2025.

How many NEXT shares were withheld for taxes?

The company withheld 19,545 shares at $6.11 per share for tax obligations related to the RSU vesting.

Were additional RSUs awarded or earned for NEXT’s insider?

Yes. 49,669 RSUs became earned on October 16, 2025 and will vest in two near-equal annual installments beginning October 16, 2026.

What is the insider’s total NEXT share ownership after the transactions?

Direct beneficial ownership was reported at 982,033 shares after the transactions.

Does the filing mention a Rule 10b5-1 trading plan?

The form includes a standard checkbox reference to Rule 10b5-1, but the provided excerpt does not indicate it was selected.