NextDecade (NEXT) CEO RSU Grant and Tax Withholding Disclosed in Form 4

Rhea-AI Filing Summary

Matthew K. Schatzman, listed as the issuer's Chief Executive Officer and a director, filed a Form 4 reporting changes in his beneficial ownership of NextDecade Corp (NEXT). On 08/29/2025 he was recorded as acquiring 256,529 restricted stock units (each representing a contingent right to one share) at no cash price; those RSUs vest in three near-equal annual installments beginning August 31, 2026. The filing also shows 142,325 shares of common stock were disposed of on 08/29/2025 at $10.72 per share, representing shares withheld by the issuer to satisfy tax withholding obligations related to RSU vesting. After these transactions his reported direct beneficial ownership totaled 4,629,475 shares.

Positive

• 256,529 restricted stock units granted, aligning executive compensation with future vesting schedule
• Substantial direct ownership retained after transactions: 4,629,475 shares reported

Negative

• 142,325 shares disposed at $10.72 per share to satisfy tax withholding obligations, reducing free shares held

Insights

Corporate Governance Expert

TL;DR: CEO reported a mix of new RSU awards and share withholding for taxes; ownership remains sizable but transactions are routine.

The filing documents a grant of 256,529 restricted stock units to the CEO, with vesting deferred into three annual installments starting 08/31/2026, which aligns executive compensation with future retention and performance objectives. Separately, 142,325 shares were withheld at $10.72 to satisfy tax obligations from RSU vesting. These are standard administrative actions and do not indicate a change in strategic control. The reported direct ownership after the transactions is 4,629,475 shares, maintaining substantial insider stake.

Securities Analyst

TL;DR: The Form 4 shows executive compensation through RSUs and tax-withholding share disposals; transaction sizes are disclosed and verifiable.

The acquisition entry reflects issuance of 256,529 RSUs with zero purchase price, which creates potential future share dilution upon vesting but vests over multiple years beginning 08/31/2026. The disposal of 142,325 shares at $10.72 is explicitly identified as tax withholding related to RSU vesting on 08/29/2025. Both entries are clearly documented, providing transparency on insider share count adjustments; no derivative transactions were reported.

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^*

Schatzman Matthew K

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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	08/29/2025		A		256,529(1)	A	$0	4,771,800	D
Common Stock	08/29/2025		F		142,325(2)	D	$10.72	4,629,475	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. Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. The restricted stock units vest in three near-equal annual installments beginning August 31, 2026.

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 August 29, 2025.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	09/03/2025
	** 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 transactions did NextDecade (NEXT) CEO Matthew Schatzman report on Form 4?

The Form 4 reports acquisition of 256,529 restricted stock units on 08/29/2025 and disposal of 142,325 common shares on 08/29/2025 at $10.72 per share for tax withholding.

How do the restricted stock units (RSUs) reported for NEXT vest?

The filing states the RSUs vest in three near-equal annual installments beginning August 31, 2026.

Why were 142,325 shares disposed of according to the Form 4?

The Form 4 explains those shares were withheld by the issuer to satisfy tax withholding obligations in connection with RSU vesting on 08/29/2025.

What is Matthew Schatzman's reported ownership after the transactions?

Following the reported transactions the filing shows he beneficially owned 4,629,475 shares directly.

Were any derivative securities reported in this Form 4 for NEXT?

No derivative securities or option transactions are reported in Table II of the filing; only non-derivative common stock/RSU entries appear.