NWPX Insider Sale: Wilkins Disposes 2,500 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Aaron Wilkins, CFO of NWPX Infrastructure, Inc., reported a sale of common stock under a 10b5-1 plan adopted May 23, 2025. On 08/22/2025 he disposed of 2,500 shares at $50.89 per share, leaving him with 27,262 shares beneficially owned. The filing also discloses outstanding equity awards: 5,587 restricted stock units that vest in January of 2026, 2027 and 2028, and 16,761 performance shares that vest in installments in March of 2026, 2027 and 2028 and may be earned from 0% to 200% based on NWPX’s total EBITDA margin over the measurement period.

Positive

• Sale executed under a 10b5-1(c) plan, indicating the transaction was pre-planned (adoption date 05-23-2025)
• Substantial remaining ownership and awards: 27,262 shares plus 5,587 RSUs and 16,761 performance shares, aligning management with company performance
• Performance shares tied to EBITDA margin, linking awards to an operational metric

Negative

• Disposition of shares (2,500 sold) reduces direct ownership, though the filing shows remaining holdings
• Performance shares contingent range 0–200%, introducing payout uncertainty and potential future dilution depending on results

Insights

Securities Analyst

TL;DR: Officer sold a small portion of holdings under a pre-established 10b5-1 plan; meaningful equity upside remains via RSUs and performance shares.

The reported disposition of 2,500 shares at $50.89 was executed under a 10b5-1(c) plan adopted 05/23/2025, which indicates the transaction was pre-planned and not ad hoc. The post-transaction direct beneficial ownership is 27,262 shares. Material compensation exposure remains: 5,587 restricted stock units vesting over 2026–2028 and 16,761 performance shares that may pay out between 0% and 200% depending on total EBITDA margin, with vesting in March 2026–2028. For investors, the combination of vested shares and performance-based awards maintains alignment of management incentives with company EBITDA performance.

Corporate Governance Expert

TL;DR: Transaction filed timely and signed; use of a 10b5-1 plan reduces concerns about selective insider trading.

The filing includes a dated signature (08/26/2025) and explicitly marks the sale as pursuant to a 10b5-1(c) plan adopted on 05/23/2025. That procedural detail supports governance best practices for insider transactions. The report discloses both time-based restricted stock units and performance-based awards tied to total EBITDA margin, which provides transparency on how management incentive pay is structured and when equity dilution could occur as awards vest.

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).

X

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^*

Wilkins Aaron

(Last) (First) (Middle)

201 NE PARK PLAZA DRIVE

SUITE 100

(Street)

VANCOUVER WA 98684

(City) (State) (Zip)

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)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

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	08/22/2025		S(1)		2,500(1)	D	$50.89	27,262	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
Restricted Stock Units	(2)							(3)	(3)	Common Stock	5,587(2)		5,587	D
Performance Shares	(4)							(5)	(5)	Common Stock	16,761(4)		16,761	D

Explanation of Responses:

1. Adoption date of referenced 10b5-1(c) plan is: 05-23-2025

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

3. The Restricted Stock Units vest in installments in January of 2026, 2027 and 2028.

4. 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.

5. Performance Shares vest in installments in March of 2026, 2027 and 2028.

	/s/ Aaron Wilkins	08/26/2025
	** 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 transaction did Aaron Wilkins report on Form 4 for NWPX?

He reported a sale of 2,500 shares of NWPX common stock on 08/22/2025 at $50.89 per share executed under a 10b5-1(c) plan.

What is Aaron Wilkins' role at NWPX and how is he related to the issuer?

He is the CFO and an officer of NWPX and filed the Form 4 as an individual reporting person.

How many shares does Wilkins beneficially own after the reported sale?

27,262 shares beneficially owned following the reported transaction.

What equity awards does Wilkins hold and when do they vest?

5,587 restricted stock units vesting in January of 2026, 2027 and 2028, and 16,761 performance shares vesting in March of 2026, 2027 and 2028.

What determines payout of the performance shares?

Performance shares are earned based on NWPX's total EBITDA margin over the measurement period and may vest at 0%–200% of the target amount.