NEXT Insider Filing: Vera de Gyarfas Receives PSU Shares; Tax Withholding Reported

Rhea-AI Filing Summary

NextDecade Corp (NEXT) Form 4: Vera de Gyarfas, General Counsel and director, received 11,154 shares of common stock on 09/04/2025 upon partial vesting of performance-based restricted stock units (PSUs) granted in October 2022 because the Compensation Committee certified partial achievement of the performance condition. The shares were issued at no cash price to the reporting person. Concurrently, 4,390 shares were withheld by the issuer to satisfy tax-withholding obligations at an implied price of $10.46 per share. The filing shows 780,374 shares would have been held absent forfeitures; after forfeitures and the withholding, the reporting person beneficially owns 775,984 shares.

Insights

Corporate Governance Expert

TL;DR: Insider received vested PSUs; Compensation Committee certified partial performance achievement; taxes settled via share withholding.

The Form 4 documents a routine executive equity settlement following certification of partial attainment of performance objectives tied to PSUs granted in October 2022. Issuance of 11,154 shares at no cash consideration reflects earned long-term incentive compensation, while the withholding of 4,390 shares to meet tax obligations is a common administrative step. The filing also discloses that certain PSU shares were forfeited and exempt from reporting, indicating not all performance targets were met in full. For governance review, this is a standard disclosure of equity compensation realization and tax settlement rather than a corporate-control or related-party transaction.

Securities Analyst

TL;DR: Executive share vesting increases insider share count modestly; shares withheld for taxes reduce net increase.

The material items are numeric and specific: 11,154 shares issued on 09/04/2025 upon partial PSU vesting and 4,390 shares withheld at a reported price of $10.46 to cover taxes, leaving a net incremental increase to beneficial ownership. The filing lists 775,984 shares beneficially owned after transactions. These details allow precise tracking of insider position changes but do not present new operational or financial performance data for the company. Impact on share count and dilution is limited to the issued shares and forfeitures noted in the filing.

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

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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^*

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)
09/04/2025

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		11,154(1)	A	$0	780,374(2)	D
Common Stock	09/04/2025		F		4,390(3)	D	$10.46	775,984	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	09/08/2025
	** 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 occurred in the NEXT Form 4 filed by Vera de Gyarfas?

The filing reports that on 09/04/2025 the reporting person received 11,154 shares upon partial vesting of PSUs and 4,390 shares were withheld for taxes.

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

The Form 4 shows the reporting person beneficially owns 775,984 shares following the reported transactions.

Why were some PSU shares not issued?

The filing states that certain PSUs were forfeited for no consideration and were exempt from reporting, indicating those performance criteria were not met for those units.

At what price were the withheld shares accounted for?

The withheld shares were reported with a price of $10.46 per share in connection with satisfying tax-withholding obligations.

When were the PSUs originally granted?

The PSUs referenced were originally granted in October 2022, per the filing explanation.