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NWPX Infrastructure (NWPX) SVP reports performance share vesting and tax-share withholdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NWPX Infrastructure, Inc. senior vice president and Group President of WTS Eric Stokes reported multiple equity compensation events on March 31, 2026. Performance Share awards vested and were exercised into shares of common stock at an exercise price of $0.00, increasing his direct equity stake.

To cover taxes from the vesting, the issuer withheld a total of 3,519 common shares at $77.86 per share, recorded as tax-withholding dispositions rather than market sales. After these transactions, Stokes directly holds 37,627 shares of NWPX common stock.

Footnotes explain that Performance Shares can be earned in a range from 0–200% based on NWPX’s total EBITDA margin over the measurement period and vest in specified annual installments through March 31, 2028. Separate Restricted Stock Units, each representing a right to one share, are scheduled to vest in installments in January 2027, 2028 and 2029.

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Insider Stokes Eric
Role SVP and Group President of WTS
Type Security Shares Price Value
Exercise Performance Shares 2,883 $0.00 --
Exercise Performance Shares 2,503 $0.00 --
Exercise Performance Shares 2,128 $0.00 --
Exercise Common Stock 3,373 $0.00 --
Tax Withholding Common Stock 1,327 $77.86 $103K
Exercise Common Stock 3,254 $0.00 --
Tax Withholding Common Stock 1,280 $77.86 $100K
Exercise Common Stock 2,320 $0.00 --
Tax Withholding Common Stock 912 $77.86 $71K
holding Restricted Stock -- -- --
Holdings After Transaction: Performance Shares — 15,590 shares (Direct); Common Stock — 35,572 shares (Direct); Restricted Stock — 0 shares (Direct)
Footnotes (1)
  1. Represents shares acquired pursuant to the vesting of Performance Shares. Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy. 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. 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. 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. 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. Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock. The Restricted Stock Units vest in installments in January of 2027, 2028 and 2029.
Tax-withheld shares 3,519 shares Common stock withheld to cover taxes on vesting
Tax withholding price $77.86 per share Price used for issuer tax-withholding dispositions
Shares held after transactions 37,627 shares Direct NWPX common stock ownership after March 31, 2026
Derivative exercises 3 transactions Performance Share exercises recorded with code M
Tax-withholding events 3 transactions Common stock dispositions coded F for tax payments
Performance Share earn-out range 0–200% Potential earning range based on total EBITDA margin
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.
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 Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
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.
derivative exercise/conversion financial
"Exercise or conversion of derivative security"
SEC Form 4
FORM 4UNITED 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*
Stokes Eric

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP and Group President of WTS
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026M3,373A(1)35,572D
Common Stock03/31/2026F1,327(2)D$77.8634,245D
Common Stock03/31/2026M3,254A(1)37,499D
Common Stock03/31/2026F1,280(2)D$77.8636,219D
Common Stock03/31/2026M2,320A(1)38,539D
Common Stock03/31/2026F912(2)D$77.8637,627D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Shares(3)03/31/2026M2,883 (4) (4)Common Stock3,373(3)15,590D
Performance Shares(3)03/31/2026M2,503 (5) (5)Common Stock3,254(3)13,087D
Performance Shares(3)03/31/2026M2,128 (6) (6)Common Stock2,320(3)10,959D
Restricted Stock(7) (8) (8)Common Stock(7)3,654D
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/ Eric Stokes04/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What did NWPX SVP Eric Stokes report in this Form 4 filing?

Eric Stokes reported vesting and exercises of Performance Share awards that converted into NWPX common stock at a $0.00 exercise price. These equity compensation events increased his direct share ownership, reflecting scheduled award vesting rather than open-market stock purchases or sales.

How many NWPX shares were withheld for taxes in Eric Stokes’s transactions?

A total of 3,519 NWPX common shares were withheld to pay taxes arising from the vesting of Performance Shares. These withholdings, recorded at $77.86 per share, are non-market transactions made under company policy to satisfy tax obligations linked to equity awards.

What is Eric Stokes’s NWPX common stock holding after these Form 4 transactions?

Following the March 31, 2026 transactions, Eric Stokes directly owns 37,627 shares of NWPX common stock. This figure reflects shares gained from vested Performance Shares minus shares withheld by the issuer to cover tax liabilities associated with those vesting events.

How are NWPX Performance Shares earned and vested for Eric Stokes?

Performance Shares can be earned from 0–200% of the target amount based on NWPX’s total EBITDA margin over the measurement period. They vest in scheduled installments, with specific tranches vesting through March 31, 2028, linking realized equity to company profitability performance.

What future NWPX equity does Eric Stokes have through Restricted Stock Units?

Each Restricted Stock Unit gives Eric Stokes a contingent right to receive one share of NWPX common stock. These RSUs are scheduled to vest in annual installments in January 2027, January 2028 and January 2029, providing additional future equity subject to continued vesting.

Were Eric Stokes’s NWPX Form 4 transactions open-market buys or sales?

The filing shows no open-market purchases or sales. It reports exercises of Performance Shares at a $0.00 exercise price and issuer share withholdings for taxes at $77.86 per share, which are compensation-related and administrative actions rather than discretionary trading in the open market.