NextDecade insider filing: CFO receives PSU shares, shares withheld for taxes

Rhea-AI Filing Summary

Brent Wahl, Chief Financial Officer of NextDecade Corp (NEXT), reported two transactions on 09/04/2025. The company issued 16,731 shares at no cost upon partial vesting of performance-based restricted stock units granted in October 2022 after the Compensation Committee certified partial achievement of the performance condition. The filing reports that some PSU shares were forfeited and exempt from reporting.

To satisfy tax withholding on the vested units, 8,542 shares were withheld by the issuer and reported as a disposition at a price of $10.46, reducing Mr. Wahl's beneficial holdings from 1,237,119 to 1,228,577 shares.

Insights

Financial Analyst

TL;DR: Routine insider vesting and tax withholding; no indication of stock sales beyond withholding.

The report documents the partial vesting of performance-based restricted stock units and issuer withholding to cover taxes. The issuance of 16,731 shares was conditioned on performance verification and some PSUs were forfeited. The 8,542-share withholding was recorded at $10.46 per share, which is a tax-related disposition rather than an open-market sale. This is a standard executive compensation event with limited immediate market impact.

Corporate Governance Expert

TL;DR: Compensation committee certified partial performance results; disclosures align with Section 16 reporting requirements.

The Form 4 shows proper disclosure of performance-based equity vesting and the withholding of shares for tax obligations. The filing identifies director/officer status and cites forfeiture of certain PSUs, which the company treated as exempt from reporting. The filing appears complete for the transactions disclosed and follows required procedural elements.

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^*

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)
09/04/2025

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	09/04/2025		A		16,731(1)	A	$0	1,237,119(2)	D
Common Stock	09/04/2025		F		8,542(3)	D	$10.46	1,228,577	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 issued upon vesting of performance-based restricted stock units (the "PSUs") granted in October 2022. Each PSU represented a contingent right to receive one share of common stock of the Registrant, subject to the performance condition and continued employment through August 31, 2025. On September 4, 2025, the Compensation Committee of the Registrant certified partial achievement of the performance condition, resulting in the issuance of the above-referenced shares.

2. Amount reflects shares underlying PSUs that were forfeited for no consideration and were exempt from reporting pursuant to Rule 16a-4(d).

3. 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 4, 2025.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	09/08/2025
	** Signature of Reporting Person	Date
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