Equity grant and tax withholding for NextDecade Corp (NEXT) controller

Rhea-AI Filing Summary

NextDecade Corp Controller Luke Boylston reported equity compensation activity involving the company’s common stock. On August 29, 2025, he received an award of 9,992 shares as part of a grant, while 3,250 shares were withheld at $10.72 per share to satisfy tax obligations tied to restricted stock unit vesting. The filing notes that the restricted stock units vest in three near-equal annual installments beginning August 31, 2026. After these transactions, Boylston holds 70,821 shares of NextDecade common stock directly.

Insights

Financial Analyst

TL;DR: Routine equity compensation and tax-withholding reduced reported shares; not materially dilutive.

The grant of 9,992 RSUs aligns executive compensation with shareholder outcomes and vests over three years, which supports retention. The withholding of 3,250 shares to satisfy taxes reduced reported beneficial ownership to 70,821 shares. The tax-withholding occurred at an effective price of $10.72, indicating the issuer used share withholding rather than a cash tax election. These transactions are standard for officer compensation and, taken alone, are not material to capital structure.

Corporate Governance Expert

TL;DR: Standard officer RSU grant with customary vesting schedule and tax withholding; governance impact is neutral.

The RSU award vests in near-equal annual installments, a common retention mechanism that aligns management and shareholder interests. Withholding shares to cover taxes is a routine administrative step and does not indicate extraordinary governance issues. Reporting is complete regarding the nature, amount, and vesting schedule of the award, allowing clear oversight of executive compensation practices.

Insider Trade Summary

Net Buyer: 6,742 shares

Net Buy 2 txns

Insider Boylston Luke

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,992	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	3,250	$10.72	$35K

Holdings After Transaction: Common Stock — 70,821 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

Equity grant shares: 9,992 shares Tax-withheld shares: 3,250 shares Tax withholding price: $10.72 per share +3 more

6 metrics

Equity grant shares 9,992 shares Common stock reported as acquired on August 29, 2025 as part of an award

Tax-withheld shares 3,250 shares Shares withheld to satisfy tax obligations on August 29, 2025

Tax withholding price $10.72 per share Per-share price for the tax-withholding disposition of common stock

Post-transaction holdings 70,821 shares Direct common stock held by Luke Boylston after the reported transactions

RSU vesting start date August 31, 2026 Date when related restricted stock units begin vesting in annual installments

RSU vesting installments 3 installments Restricted stock units vest in three near-equal annual installments

Key Terms

restricted stock units, contingent right, tax withholding obligations, vest in three near-equal annual installments

4 terms

restricted stock units financial

"Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of common stock"

tax withholding obligations financial

"shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection"

vest in three near-equal annual installments financial

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/03/2025 - 11:53 AM Learn about SEC filing dates

FAQ

What did Luke Boylston report in NextDecade (NEXT) Form 4?

Luke Boylston, Controller of NextDecade, reported an equity grant of 9,992 common shares and a tax-withholding disposition of 3,250 shares at $10.72 per share on August 29, 2025, leaving him with 70,821 shares held directly.

How many shares were granted to NextDecade (NEXT) Controller Luke Boylston?

The Form 4 shows Boylston received an award of 9,992 common shares on August 29, 2025. The filing explains these shares are represented by restricted stock units that vest in three near-equal annual installments beginning August 31, 2026.

What tax withholding transaction did NextDecade (NEXT) report for Luke Boylston?

Boylston had 3,250 shares of NextDecade common stock withheld at $10.72 per share to satisfy tax obligations. The filing notes this withholding occurred in connection with the vesting of restricted stock units on August 29, 2025.

How many NextDecade (NEXT) shares does Luke Boylston own after these transactions?

After the reported grant and tax withholding, Boylston’s direct holdings total 70,821 shares of NextDecade common stock. This figure reflects his position following the August 29, 2025 transactions disclosed in the Form 4.

What is the vesting schedule for Luke Boylston’s restricted stock units at NextDecade (NEXT)?

The filing states that Boylston’s restricted stock units vest in three near-equal annual installments beginning August 31, 2026. Each restricted stock unit represents a contingent right to receive one share of NextDecade common stock upon vesting.

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
Estimated average burden
hours per response:			0.5

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^*

Boylston Luke

(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)
	Controller

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		9,992(1)	A	$0	74,071	D
Common Stock	08/29/2025		F		3,250(2)	D	$10.72	70,821	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/ Luke Boylston	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.