NextDecade CEO Reports Milestone-Triggered RSU Vesting, Tax-Withheld Shares

Rhea-AI Filing Summary

Matthew K. Schatzman, identified as NextDecade Corp's Chief Executive Officer and a director, reported three transactions on September 9, 2025. Two sets of restricted stock units (RSUs) were recorded as acquired: 353,662 RSUs vested upon the company achieving a milestone-based performance criterion, and an additional 353,663 RSUs became earned and will vest in two near-equal annual installments beginning September 9, 2026. The filing also shows 139,166 shares of common stock were withheld by the issuer to satisfy tax withholding related to the RSU vesting; those withheld shares were reported as a disposition at an average price of $9.935. Following the transactions, the reporting person beneficially owned 4,964,816 shares (direct).

Positive

• Milestone achievement triggered RSU vesting, indicating the issuer met a performance criterion
• CEO retains substantial equity stake with 4,964,816 shares beneficially owned following the transactions
• Earned RSUs will vest in two near-equal annual installments beginning September 9, 2026, aligning incentives

Negative

• 139,166 shares were withheld by the issuer to satisfy tax withholding in connection with RSU vesting (reported as a disposition)

Insights

Corporate Governance Expert

TL;DR: CEO reported milestone-triggered RSU vesting and tax-withholding; routine executive compensation activity, not a sale to diversify holdings.

The Form 4 documents milestone-based compensation realization for the CEO: one tranche of RSUs vested immediately on achievement, and a separate earned tranche will vest in two annual installments beginning September 9, 2026. The filing also discloses that the issuer withheld 139,166 shares to satisfy tax obligations, recorded as a disposition at $9.935 per share. From a governance perspective, milestone-triggered equity vesting aligns executive pay with performance metrics; the withholding is a standard administrative action to cover taxes. No open-market sales by the CEO are reported in this filing.

Securities Analyst

TL;DR: Insider ownership increased via vested RSUs to 4.965 million shares; withholding reduced issued shares delivered to the insider.

Transaction detail: two non-derivative RSU events increased the reporting person’s beneficial ownership to 4,964,816 shares after accounting for the withholding of 139,166 shares to satisfy taxes. The reported withholding price is $9.935 per share. These entries reflect compensation settlement mechanics rather than open-market liquidity events, and they confirm continued equity exposure by the CEO.

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^*

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)
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		353,662(1)	A	$0	4,750,319	D
Common Stock	09/09/2025		F		139,166(2)	D	$9.935	4,611,153	D
Common Stock	09/09/2025		A		353,663(3)	A	$0	4,964,816	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 near-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 NEXT CEO Matthew K. Schatzman report on Form 4?

The Form 4 reports two RSU acquisitions (353,662 and 353,663 RSUs) that vested or became earned on September 9, 2025, and 139,166 shares were withheld to satisfy tax withholding.

How many NextDecade (NEXT) shares does Matthew Schatzman beneficially own after these transactions?

Following the reported transactions, the filing shows the reporting person beneficially owned 4,964,816 shares (direct ownership).

Why were 139,166 NEXT shares reported as a disposition?

The filing states those shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting of restricted stock units on September 9, 2025.

Did Matthew Schatzman sell any NEXT shares on the open market in this filing?

No open-market sales are reported; the only disposition listed is the issuer withholding 139,166 shares for tax withholding.

What is the reported price associated with the withheld shares?

The Form 4 reports a price of $9.935 per share for the withheld shares.