NextDecade (NEXT) CFO Receives RSUs, Shares Withheld for Taxes

Rhea-AI Filing Summary

NextDecade Corp (NEXT) insider filing shows Chief Financial Officer Brent Wahl received restricted stock units (RSUs) and had shares withheld for taxes. On 08/29/2025 Mr. Wahl was issued 81,623 RSUs that convert to one share each; these RSUs vest in three near-equal annual installments beginning August 31, 2026. Following the transactions, he beneficially owns 1,369,691 shares.

The filing also reports 61,549 shares were withheld by the issuer on 08/29/2025 to satisfy tax withholding related to RSU vesting at a price of $10.72 per share, leaving a reported beneficial ownership of 1,308,142 shares after that withholding.

Positive

• Structured long-term incentive: 81,623 RSUs vesting in three near-equal annual installments beginning 08/31/2026 aligns executive pay with multi-year performance
• Substantial continued ownership: Reporting person retains beneficial ownership of 1,369,691 shares prior to withholding (1,308,142 after withholding), indicating ongoing alignment with shareholders

Negative

• Share withholding for taxes: 61,549 shares were withheld at $10.72 per share, which reduces the number of shares actually delivered to the reporting person

Insights

Financial Analyst

TL;DR: Insider received 81,623 RSUs and had 61,549 shares withheld for taxes; ownership remains material at ~1.37M shares.

The filing is a routine Section 16 disclosure showing compensation-related equity grants and tax-related withholding. The RSUs are structured to vest annually over three years starting August 31, 2026, which spreads potential dilution and aligns executive incentives with multi-year performance. The withholding of 61,549 shares at $10.72 per share is a non-cash tax settlement that reduces outstanding shares delivered to the executive but does not reflect an open-market sale. For valuation context, the reported prices apply only to the withheld shares; no cash-proceeds transactions were reported.

Corporate Governance Expert

TL;DR: This is a standard insider compensation disclosure with time-based vesting and company tax withholding—no governance red flags present.

The details indicate time-based RSU compensation with clear vesting schedule and customary tax withholding executed by the issuer. The filing is signed by an attorney-in-fact and lists the reporting person as the CFO and an officer, fulfilling Section 16 reporting obligations. There are no indications of accelerated vesting, related-party transactions, or derivative exercises that would raise governance concerns.

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^*

Wahl Brent

(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 Financial 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		81,623(1)	A	$0	1,369,691	D
Common Stock	08/29/2025		F		61,549(2)	D	$10.72	1,308,142	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 RSUs did NEXT CFO Brent Wahl receive on 08/29/2025?

He was granted 81,623 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

When do the RSUs granted to Brent Wahl vest?

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

How many shares were withheld for taxes and at what price?

The issuer withheld 61,549 shares to satisfy tax withholding obligations at a price of $10.72 per share.

What is Brent Wahl's beneficial ownership after the reported transactions?

Following the transactions, the filing reports beneficial ownership of 1,308,142 shares.

Was there an open-market sale reported in this Form 4 for NEXT?

No open-market sale was reported; the disposal of 61,549 shares reflects issuer withholding for taxes, not a sale on the market.