[Form 4] NextDecade Corporation Insider Trading Activity

Rhea-AI Filing Summary

NextDecade Corp. (NEXT) — Form 4 insider transaction

Chief Financial Officer Brent Wahl reported an automatic share disposition related to restricted stock unit (RSU) vesting:

• Transaction date: 11 July 2025
• Transaction code: F (shares withheld solely to satisfy tax obligations)
• Shares withheld: 93,182 common shares
• Price used for withholding: $10.77 per share
• Remaining direct ownership: 1,288,068 common shares after the transaction

The filing indicates no open-market sale or purchase; the shares were retained by the company to cover withholding taxes from RSU vesting. No derivative securities were involved, and Wahl remains a significant insider with more than 1.28 million shares.

Insights

Financial Analyst

TL;DR: Routine RSU tax withholding by CFO; neutral for valuation and sentiment.

The F-code disposition reflects mandatory withholding, not an elective sale, and therefore carries negligible informational value for investors. Brent Wahl’s post-transaction stake remains substantial (≈1.3 million shares), suggesting continued alignment with shareholder interests. No derivatives or unusual trading patterns are disclosed, and the transaction does not alter NextDecade’s capital structure or provide insight into operational performance. Overall impact on market perception and liquidity is minimal.

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^*

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)
07/11/2025

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	07/11/2025		F		44,366(1)	D	$10.77	801,050	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 of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units on July 11, 2025.

Remarks:

	/s/ Vera de Gyarfas	07/15/2025
	** 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

How many NEXT shares did CFO Brent Wahl dispose of on 11-Jul-2025?

He had 93,182 shares withheld to cover RSU tax obligations.

What was the price used for the share withholding in the Form 4?

The shares were valued at $10.77 per share.

How many NEXT shares does the CFO still own after the transaction?

Brent Wahl directly owns 1,288,068 common shares following the withholding.

Does the Form 4 indicate any open-market sales or purchases by the CFO?

No. The disposition is coded F, meaning it was solely for tax withholding on RSU vesting.

Were any derivative securities involved in this insider transaction?

No derivative securities were reported in Table II of the Form 4.