NextDecade (NEXT) Form 4: COO Granted RSUs, Tax Withholding Executed

Rhea-AI Filing Summary

Skeik Tarik, identified as the Chief Operating Officer of NextDecade Corp (NEXT), reported transactions on 08/29/2025 involving restricted stock units and share withholding for taxes. The filing shows 46,641 restricted stock units granted (transaction code A) at $0, increasing beneficial ownership to 137,550 shares immediately after the grant. On the same date the issuer withheld 7,379 shares (transaction code F) to satisfy tax withholding at an effective price of $10.72, leaving 130,171 shares beneficially owned following the withholding. The RSUs vest in three near-equal annual installments beginning August 31, 2026. The form is signed by an attorney-in-fact on behalf of the reporting person.

Positive

• 46,641 restricted stock units were granted, aligning the Chief Operating Officer's compensation with shareholder value through equity-based pay
• The RSUs have a disclosed vesting schedule: three near-equal annual installments beginning August 31, 2026, which supports retention

Negative

• 7,379 shares were withheld to satisfy tax withholding obligations, reducing the reporting person's immediate share count
• No information provided about the total dilution impact or company-wide grant program context, limiting assessment of materiality

Insights

Financial Analyst

TL;DR: Executive received a material equity award (46,641 RSUs); a routine withholding of 7,379 shares occurred to cover taxes.

The reported grant of 46,641 restricted stock units represents a compensation event that increases the executive's potential equity stake over time, with a clear vesting schedule starting August 31, 2026. The contemporaneous withholding of 7,379 shares to satisfy tax obligations is customary and reduces immediate share count but does not indicate a sale for liquidity. For investors, this is a standard insider compensation disclosure showing alignment with shareholder interests through equity-based pay.

Corporate Governance Expert

TL;DR: RSU grant and tax-withholding are routine governance actions; vesting schedule disclosed enhances transparency.

The Form 4 discloses the mechanics of an equity award and tax withholding clearly. The vesting in three near-equal annual installments is a common retention structure. The filing being signed by an attorney-in-fact is procedurally acceptable; no indications of unusual transactions, option exercises, or derivative actions were reported. From a governance perspective, the disclosure meets Section 16 requirements and provides necessary timing and quantity details.

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^*

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)
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		46,641(1)	A	$0	137,550	D
Common Stock	08/29/2025		F		7,379(2)	D	$10.72	130,171	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, Attorney-in-fact	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 did NEXT insider Skeik Tarik report on Form 4?

The report shows a grant of 46,641 restricted stock units and the withholding of 7,379 shares for taxes, resulting in 130,171 shares beneficially owned after the transactions.

When do the RSUs granted to the NEXT COO vest?

The restricted stock units vest in three near-equal annual installments beginning August 31, 2026.

Why were 7,379 shares disposed of in the Form 4 for NEXT?

The 7,379 shares were withheld by the issuer to satisfy tax withholding obligations in connection with the vesting of RSUs on August 29, 2025.

What price was reported for the shares withheld for taxes on the NEXT Form 4?

The withholding transaction is reported at an effective price of $10.72 per share.

Who signed the Form 4 for Skeik Tarik?

The Form 4 was signed by Vera de Gyarfas, attorney-in-fact on behalf of the reporting person, dated September 3, 2025.