NextDecade Insider Report: RSUs Vesting and 30,926 Shares Withheld for Taxes

Rhea-AI Filing Summary

NextDecade Corp director and General Counsel Vera de Gyarfas reported several insider transactions on Form 4 tied to the issuer's milestone achievement on September 9, 2025. Two grants of restricted stock units (RSUs) were recorded: 78,591 RSUs vested and 78,592 RSUs became earned (the latter will vest in two equal annual installments beginning September 9, 2026. The company withheld 30,926 shares to satisfy tax obligations at an indicated per-share value of $9.935. Reported beneficial ownership figures after these transactions are shown as 854,575, 823,649, and 902,241 shares on the respective reporting lines. The Form 4 is signed by the reporting person on September 11, 2025.

Positive

• Milestone-based RSUs vested increasing the reporting person's equity stake by 78,591 shares
• Additional RSUs earned (78,592) with staged vesting from September 9, 2026, supporting retention
• Tax withholding handled via share surrender (30,926 shares at $9.935) rather than open-market sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Insider received milestone-driven RSUs; standard tax withholding; no departure or sale indicated.

The filing documents milestone-based compensation converting to equity for a senior officer and director, which aligns management incentives with company performance. The mix of immediate vesting and earned-but-staggered vesting preserves retention through future installments beginning September 9, 2026. The share-withholding to cover taxes is a routine administrative step and not a cash sale. Ownership totals on the form differ by line as required for each reported transaction category, but all show continued beneficial ownership at the officer level.

Securities Analyst

TL;DR Transactions increase insider equity stake via RSU vesting; withholding reduced net shares but represents tax settlement, not market disposition.

The reporting shows acquisition of equity through RSU vesting following a milestone trigger on September 9, 2025, increasing the reporting person’s economic exposure to NEXT. The indicated withholding of 30,926 shares at $9.935 per share is a non-market transfer to cover taxes and should not be interpreted as insider selling pressure. There is no cash-sale transaction code present. Impact is operationally neutral but aligns management pay with performance outcomes.

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^*

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)
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		78,591(1)	A	$0	854,575	D
Common Stock	09/09/2025		F		30,926(2)	D	$9.935	823,649	D
Common Stock	09/09/2025		A		78,592(3)	A	$0	902,241	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	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 did Vera de Gyarfas report on Form 4 for NEXT?

The report discloses RSU vesting and earned RSUs tied to a milestone on September 9, 2025, plus share withholding for taxes.

How many RSUs vested and how many were withheld for taxes?

78,591 RSUs vested and the issuer withheld 30,926 shares to satisfy tax withholding obligations.

Was there an insider sale reported in this Form 4 for NEXT?

No open-market sale was reported. The Form 4 shows withholding of shares for taxes, not a sale.

What is the per-share value indicated for the withholding?

The withholding line shows a price of $9.935 per share associated with the tax-satisfied shares.

When will the earned RSUs vest?

The earned RSUs of 78,592 vest in two equal annual installments beginning on September 9, 2026.