How were taxes handled on Michael Wray’s NWPX (NWPX) performance share vesting?

Taxes on the vesting were settled by withholding NWPX common shares, valued at $77.86 per share. The filing notes these dispositions as payments of tax liability by delivering securities, consistent with company policy, rather than discretionary open-market stock sales.

NWPX EVP exercises performance share awards

NWPX Infrastructure, Inc. Executive Vice President Michael Wray reported the vesting and exercise of performance share awards into common stock.

Filing Impact

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

NWPX Infrastructure, Inc. Executive Vice President Michael Wray reported the vesting and exercise of performance share awards into common stock. On March 31, 2026, he acquired common shares through multiple performance share vestings, while the issuer withheld shares at approximately $77.86 per share to cover taxes.

According to the filing, these performance shares vest in installments based on NWPX’s total EBITDA margin over specified measurement periods, with tranches vesting between 2024 and 2028. Following the net transactions, Wray directly holds 28,386 shares of NWPX common stock, and related restricted stock units are scheduled to vest in January of 2027, 2028 and 2029.

Insider Trade Summary

7,384 shares exercised/converted

Exercise 10 txns

Insider Wray Michael

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Performance Shares	2,753	$0.00	$0.00
Exercise	Performance Shares	2,503	$0.00	$0.00
Exercise	Performance Shares	2,128	$0.00	$0.00
Exercise	Common Stock	3,221	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,267	$77.86	$99K
Exercise	Common Stock	3,254	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,280	$77.86	$100K
Exercise	Common Stock	2,320	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	912	$77.86	$71K
holding	Restricted Stock	--	--	--

Holdings After Transaction: Performance Shares — 11,368 contracts (Direct); Common Stock — 28,386 shares (Direct); Restricted Stock — 0 contracts (Direct)

Footnotes (8)

F1. Represents shares acquired pursuant to the vesting of Performance Shares.
F2. Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.
F3. Performance Shares vest in an amount ranging from 0-200% to the extent such Performance Shares are earned. Performance Shares are earned based on NWPX's total EBITDA margin over the measurement period.
F4. Performance Shares vest in installments as follows: 1/3 on April 1, 2024, 1/3 on March 31, 2025 and 1/3 on March 31, 2026.
F5. Performance Shares vest in installments as follows: 1/3 March 31, 2025, 1/3 on March 31, 2026 and 1/3 on March 31, 2027.
F6. Performance Shares vest in installments as follows: 1/3 on March 31, 2026, 1/3 on March 31, 2027 and 1/3 on March 31, 2028.
F7. Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock.
F8. The Restricted Stock Units vest in installments in January of 2027, 2028 and 2029.

Key Figures

Performance share exercises: 7,384 shares Tax withholding shares: 3,459 shares Share value for tax: $77.86 per share +3 more

6 metrics

Performance share exercises 7,384 shares Total exerciseShares from derivative awards on March 31, 2026

Tax withholding shares 3,459 shares Shares withheld to cover taxes on March 31, 2026 vesting

Share value for tax $77.86 per share Price used for tax-withholding dispositions of common stock

Direct holdings after transactions 28,386 shares Total NWPX common shares directly held after March 31, 2026

Exercise transactions count 3 transactions Exercise or conversion of derivative securities (code M)

Tax-withholding transactions count 3 transactions Dispositions classified as payment of tax liability (code F)

Key Terms

Performance Shares, tax-withholding disposition, EBITDA margin, Restricted Stock Units, +1 more

5 terms

Performance Shares financial

"Represents shares acquired pursuant to the vesting of Performance Shares."

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

EBITDA margin financial

"Performance Shares are earned based on NWPX's total EBITDA margin over the measurement period."

EBITDA margin is the share of each dollar of sales that a company keeps as operating cash profit before interest, taxes, and accounting for equipment wear and long-term investments. Think of it like the cash a store has left from every sale after paying day-to-day running costs but before paying rent, loan interest or replacing old machinery. Investors use it to compare core profitability and operational efficiency across companies by removing financing and accounting differences.

Restricted Stock Units financial

"Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock."

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 NWPX common stock."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did NWPX (NWPX) report for Executive Vice President Michael Wray?

NWPX reported that Executive Vice President Michael Wray exercised performance share awards into common stock. Some of the resulting shares were withheld by the company to pay taxes due at vesting, a routine compensation-related transaction rather than an open-market stock sale.

How many shares did Michael Wray acquire and dispose of in this NWPX (NWPX) Form 4?

The Form 4 shows exercises of performance-based awards covering 7,384 shares and tax-withholding dispositions totaling 3,459 shares. These dispositions reflect shares surrendered to the issuer for taxes owed, not shares sold into the market for investment or trading purposes.

What are NWPX (NWPX) performance shares and how do they vest for Michael Wray?

The performance shares are equity awards earned based on NWPX’s total EBITDA margin over a measurement period. Footnotes explain that they can vest from 0–200% of target, with installments scheduled on April 1, 2024 and March 31 of 2025, 2026, 2027 and 2028.

How many NWPX (NWPX) shares does Michael Wray hold after these transactions?

After the March 31, 2026 transactions, Michael Wray directly holds 28,386 shares of NWPX common stock. This figure reflects the net impact of performance share vesting, the corresponding issuance of shares, and the shares withheld by the company to satisfy tax obligations.

What future equity vesting is disclosed for Michael Wray at NWPX (NWPX)?

Footnotes state that additional performance shares will vest annually through March 31, 2028, subject to EBITDA margin performance. They also disclose restricted stock units for Wray, with installments scheduled to vest in January of 2027, 2028 and 2029, each unit converting into one common share.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/02/2026 - 04:39 PM EDT

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^*

Wray Michael

(Last)

(First)

(Middle)

201 NE PARK PLAZA DRIVE

SUITE 100

(Street)

VANCOUVER

WASHINGTON

98684

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
NWPX Infrastructure, Inc. [ NWPX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2026		M		3,221	A	⁽¹⁾	26,271	D
Common Stock	03/31/2026		F		1,267⁽²⁾	D	$77.86	25,004	D
Common Stock	03/31/2026		M		3,254	A	⁽¹⁾	28,258	D
Common Stock	03/31/2026		F		1,280⁽²⁾	D	$77.86	26,978	D
Common Stock	03/31/2026		M		2,320	A	⁽¹⁾	29,298	D
Common Stock	03/31/2026		F		912⁽²⁾	D	$77.86	28,386	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Shares	⁽³⁾	03/31/2026		M			2,753	⁽⁴⁾	⁽⁴⁾	Common Stock	3,221	⁽³⁾	15,999	D
Performance Shares	⁽³⁾	03/31/2026		M			2,503	⁽⁵⁾	⁽⁵⁾	Common Stock	3,254	⁽³⁾	13,496	D
Performance Shares	⁽³⁾	03/31/2026		M			2,128	⁽⁶⁾	⁽⁶⁾	Common Stock	2,320	⁽³⁾	11,368	D
Restricted Stock	⁽⁷⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	⁽⁷⁾		3,791	D

Explanation of Responses:

1. Represents shares acquired pursuant to the vesting of Performance Shares.

2. Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy.

3. Performance Shares vest in an amount ranging from 0-200% to the extent such Performance Shares are earned. Performance Shares are earned based on NWPX's total EBITDA margin over the measurement period.

4. Performance Shares vest in installments as follows: 1/3 on April 1, 2024, 1/3 on March 31, 2025 and 1/3 on March 31, 2026.

5. Performance Shares vest in installments as follows: 1/3 March 31, 2025, 1/3 on March 31, 2026 and 1/3 on March 31, 2027.

6. Performance Shares vest in installments as follows: 1/3 on March 31, 2026, 1/3 on March 31, 2027 and 1/3 on March 31, 2028.

7. Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock.

8. The Restricted Stock Units vest in installments in January of 2027, 2028 and 2029.

	/s/ Michael Wray	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR