NEXT Form 4: 58,302 RSUs Awarded to Vera de Gyarfas; Tax Withholding of 31,630 Shares

Rhea-AI Filing Summary

NextDecade Corp reporting shows General Counsel Vera de Gyarfas received 58,302 restricted stock units (RSUs) on 08/29/2025; each RSU represents a contingent right to one share and the award vests in three near-equal annual installments beginning 08/31/2026. To cover tax withholding on RSU vesting the issuer withheld 31,630 shares at an indicated price of $10.72. After these transactions the reporting person beneficially owns 859,352 shares (direct) and holds 827,722 shares following the withholding disposal. The filing documents routine equity compensation activity by an officer rather than open-market trading.

Insights

Financial Analyst

TL;DR: Officer received a sizable RSU grant that increases ownership but part was withheld for taxes.

The grant of 58,302 RSUs is a standard compensation mechanism aligning management with shareholders; vesting over three years spreads dilution and retention incentives. The withholding of 31,630 shares to satisfy tax obligations is common when RSUs vest and reduces net share accumulation. The reported beneficial ownership (859,352 shares) provides context on the officer's stake size but without company market cap or share count the ownership percentage cannot be calculated from this form alone.

Corporate Governance Expert

TL;DR: This Form 4 documents standard equity compensation and withholding, not a voting or control change.

The transactions are compensation-driven (RSUs) with tax withholding; there is no indication of stock sales for liquidity or transfers that would signal governance shifts. Vesting schedule beginning one year from grant supports retention. No amendments or multiple reporting persons are indicated, and the filing lists direct ownership only.

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^*

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)
08/29/2025

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	08/29/2025		A		58,302(1)	A	$0	859,352	D
Common Stock	08/29/2025		F		31,630(2)	D	$10.72	827,722	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. Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. The restricted stock units vest in three near-equal annual installments beginning August 31, 2026.

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 August 29, 2025.

Remarks:

	/s/ Vera de Gyarfas	09/03/2025
	** 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 NextDecade (NEXT) insider Vera de Gyarfas report on Form 4?

The Form 4 shows a grant of 58,302 restricted stock units (RSUs) and the withholding of 31,630 shares to satisfy tax obligations related to RSU vesting on 08/29/2025.

How do the RSUs vest for the grant reported by NextDecade insider?

The RSUs vest in three near-equal annual installments beginning 08/31/2026, so the award is deferred and spread over three years.

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

The reporting person beneficially owns 859,352 shares following the reported transactions (direct ownership).

Why were 31,630 shares disposed of according to the Form 4?

The 31,630 shares were withheld by the issuer to meet tax withholding obligations arising from the vesting of RSUs.

Does this Form 4 indicate open-market purchases or sales by the officer?

No. The transactions are related to equity compensation (RSU grant and tax withholding), not open-market buy or sell orders.