NextDecade (NEXT) COO Reports RSU Vesting and Tax-Withholding on Form 4

Rhea-AI Filing Summary

Tarik Skeik, Chief Operating Officer of NextDecade Corp (NEXT), reported insider transactions on a Form 4 showing activity dated 09/09/2025. The filing discloses that 39,295 restricted stock units (RSUs) vested upon the company achieving a milestone-based performance criterion on that date and an additional 39,296 RSUs were earned and will vest in two equal annual installments beginning 09/09/2026. To satisfy tax-withholding obligations, the issuer withheld 9,569 shares at a reported price of $9.935, leaving the reporting person with 199,193 shares beneficially owned after the transactions.

Positive

• Milestone achievement triggered vesting of 39,295 RSUs, showing performance-based compensation functioning as intended
• Earned RSUs of 39,296 will vest in two equal annual installments beginning 09/09/2026, supporting retention incentives

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting and attendant tax-withholding, no new derivative activity; limited immediate market impact.

The Form 4 documents milestone-driven compensation converting to equity for the COO, with 78,591 RSUs recognized as vested/earned across the transactions on 09/09/2025 and 9,569 shares withheld for taxes at $9.935. This is a compensation realization event rather than a strategic sale or purchase, and the transactions reflect internal governance of executive pay. There is no disclosed exercise of options or new debt-equity change. For investors, the core implication is modest share count change from withholding and an increase in the reporting person’s disclosed beneficial ownership to 199,193 shares.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard equity compensation practices tied to performance milestones; documentation appears complete.

The filing specifies milestone-based vesting and subsequent installment vesting for earned RSUs, which demonstrates use of performance-linked equity for retention and incentives. The issuer’s withholding of 9,569 shares for tax obligations is documented and signed via attorney-in-fact. There are no indications of prearranged Rule 10b5-1 plans or unusual transfer mechanics in the disclosed text. This is routine from a governance perspective.

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^*

Skeik Tarik

(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 Operating 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		39,295(1)	A	$0	169,466	D
Common Stock	09/09/2025		F		9,569(2)	D	$9.935	159,897	D
Common Stock	09/09/2025		A		39,296(3)	A	$0	199,193	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 NEXT COO Tarik Skeik report on Form 4?

The Form 4 reports that 39,295 RSUs vested on 09/09/2025, 9,569 shares were withheld for taxes at $9.935, and 39,296 RSUs were earned and will vest in installments.

How many shares does the reporting person beneficially own after these transactions?

The filing shows the reporting person beneficially owns 199,193 shares following the reported transactions.

Why were 9,569 shares reported as disposed of?

Those shares were withheld by the issuer to satisfy tax-withholding obligations in connection with RSU vesting on 09/09/2025.

Were any options or derivative securities exercised or sold in this filing?

No derivative securities or option exercises are reported in Table II; all disclosed activity relates to non-derivative common stock/RSU transactions.

Do the disclosed RSUs vest immediately or over time?

One set of RSUs (39,295) vested upon milestone achievement on 09/09/2025; another set (39,296) became earned and will vest in two equal annual installments beginning 09/09/2026.