NextDecade (NEXT) CFO Reports RSU Vesting; Tax Withholding of 60,182 Shares

Rhea-AI Filing Summary

NextDecade Corp (NEXT) insider report: Brent Wahl, the companys Chief Financial Officer, reported multiple transactions on 09/09/2025 related to restricted stock units tied to a milestone-based performance target. Two grants of restricted stock units became vested/earned: one for 117,887 shares that vested upon the milestone and another for 117,888 shares that became earned and will vest in two equal annual installments beginning 09/09/2026. The issuer withheld 60,182 shares to satisfy tax withholding obligations arising from the vesting.

Following these transactions, Mr. Wahl beneficially owned 1,404,170 shares after the second acquisition entry. The Form 4 shows no derivative transactions and was signed by an attorney-in-fact on 09/11/2025.

Positive

• Milestone achievement triggered immediate vesting of 117,887 restricted stock units, indicating performance criteria were met
• Increased insider alignment as total beneficial ownership rose to 1,404,170 shares following reported transactions

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider stock vesting tied to a milestone; beneficial ownership increased by vested RSUs, with shares withheld for taxes.

The reported activity reflects compensation-related equity events rather than open-market purchases or sales. Two restricted stock unit awards were recognized on 09/09/2025: one vested immediately due to a milestone achievement and another became earned with future vesting in two annual installments. The issuer withheld 60,182 shares to meet tax obligations. There are no option exercises or other derivative transactions reported. For investors, this is a governance/compensation disclosure showing management equity alignment but not a change in trading exposure from open-market activity.

Corporate Governance Expert

TL;DR: Disclosure documents milestone-driven RSU vesting and tax withholding; standard executive compensation mechanics are visible.

The Form 4 documents milestone-based and time-based vesting mechanics: immediate vesting of 117,887 RSUs upon achieving a performance milestone and recognition of 117,888 RSUs that will vest annually in two installments beginning 09/09/2026. The filing identifies the reporting person as an officer (Chief Financial Officer) and shows customary withholding of shares for taxes. The filing follows Section 16 reporting requirements and includes a signature by an attorney-in-fact dated 09/11/2025. No material governance exceptions or irregularities are evident from this filing alone.

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
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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^*

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)
09/09/2025

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	09/09/2025		A		117,887(1)	A	$0	1,346,464	D
Common Stock	09/09/2025		F		60,182(2)	D	$9.935	1,286,282	D
Common Stock	09/09/2025		A		117,888(3)	A	$0	1,404,170	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 September 9, 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 September 9, 2025.

3. Represents restricted stock units that became earned to the Reporting Person upon Issuer's achievement of a milestone-based performance criteria on September 9, 2025. Such restricted stock units vest in two equal annual installments beginning on September 9, 2026.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	09/11/2025
	** 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 Brent Wahl (NEXT) report on 09/09/2025?

He reported the vesting/acquisition of 117,887 RSUs that vested upon a milestone, the withholding of 60,182 shares for taxes, and the earning of 117,888 RSUs that vest in two annual installments starting 09/09/2026.

How many shares does Brent Wahl beneficially own after the reported transactions?

The Form 4 shows beneficial ownership of 1,404,170 shares following the reported transactions.

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

No. The filing contains no entries in Table II for derivative securities; only non-derivative common stock transactions are reported.

Why were 60,182 shares listed as disposed of on the Form 4?

The filing explains those 60,182 shares were withheld by the issuer to satisfy tax withholding obligations related to RSU vesting.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by an attorney-in-fact, Vera de Gyarfas, on 09/11/2025.