NextDecade officer receives RSUs; tax withholding reduces holdings to 70,821

Rhea-AI Filing Summary

NextDecade Corp (NEXT) reporting person Luke Boylston received 9,992 restricted stock units (RSUs) that vest in three near-equal annual installments beginning August 31, 2026. To cover tax withholding on RSUs that vested on August 29, 2025, the issuer withheld 3,250 shares at an effective price of $10.72 per share. After these transactions, Boylston beneficially owned 70,821 shares (down from 74,071 before the withholding). The RSUs represent contingent rights to receive common stock upon vesting and reflect routine equity compensation activity by an officer of the company.

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.

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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OMB Number:			3235-0287
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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^*

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.

FAQ

What RSUs did NextDecade officer Luke Boylston receive?

He was granted 9,992 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

When do the granted RSUs vest for Luke Boylston?

The RSUs vest in three near-equal annual installments beginning August 31, 2026.

Why were 3,250 shares disposed or withheld?

The issuer withheld 3,250 shares to satisfy tax withholding obligations arising from RSU vesting on August 29, 2025.

What was Boylston's beneficial ownership after the transactions?

Following the reported transactions, he beneficially owned 70,821 shares.

At what price were shares withheld for taxes?

The effective withholding price was reported as $10.72 per share.