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NWPX Infrastructure (NWPX) CFO adds shares via performance and RSU vesting

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

Rhea-AI Filing Summary

NWPX Infrastructure CFO Aaron Wilkins increased his direct ownership through performance share vesting. On March 31, 2026, multiple tranches of Performance Shares were exercised into Common Stock at a conversion price of $0.0000 per share, consistent with equity awards that vest at no cash cost to the executive.

To cover tax obligations from the vesting, the issuer withheld a total of 4,064 shares of Common Stock in several F-code tax-withholding dispositions at $77.86 per share, rather than selling shares in the open market. After these transactions, Wilkins held 26,326 shares of Common Stock directly.

The Performance Shares can be earned from 0% to 200% based on NWPX’s total EBITDA margin over the applicable measurement periods and vest in staggered installments from 2024 through 2028. Related Restricted Stock Units, each representing one share of common stock, are scheduled to vest in installments in 2027, 2028, and 2029.

Positive

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Negative

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Insider Wilkins Aaron
Role CFO
Type Security Shares Price Value
Exercise Performance Shares 3,212 $0.00 --
Exercise Performance Shares 2,883 $0.00 --
Exercise Performance Shares 2,593 $0.00 --
Exercise Common Stock 3,758 $0.00 --
Tax Withholding Common Stock 1,478 $77.86 $115K
Exercise Common Stock 3,748 $0.00 --
Tax Withholding Common Stock 1,474 $77.86 $115K
Exercise Common Stock 2,826 $0.00 --
Tax Withholding Common Stock 1,112 $77.86 $87K
holding Restricted Stock -- -- --
Holdings After Transaction: Performance Shares — 18,324 shares (Direct); Common Stock — 23,816 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.
Derivative exercises (shares) 8,688 shares Total Performance Share exercises (M-code) reported in transactionSummary
Tax-withheld shares 4,064 shares Total F-code tax-withholding dispositions at vesting
Tax withholding price $77.86 per share Value used for Common Stock withheld to pay taxes
Shares owned after transactions 26,326 shares Direct Common Stock ownership following March 31, 2026 events
Performance Share earnout range 0–200% Earnable based on NWPX total EBITDA margin over measurement period
Performance Share vesting years 2024–2028 Installment vesting dates referenced across footnotes F4–F6
RSU vesting years 2027–2029 Restricted Stock Units vest in January of 2027, 2028 and 2029
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 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.
contingent right financial
"Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock."
Form 4 Insider Transactions: What Each Field Means →
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*
Wilkins Aaron
(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)
CFO
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 Stock03/31/2026M3,758A(1)23,816D
Common Stock03/31/2026F1,478(2)D$77.8622,338D
Common Stock03/31/2026M3,748A(1)26,086D
Common Stock03/31/2026F1,474(2)D$77.8624,612D
Common Stock03/31/2026M2,826A(1)27,438D
Common Stock03/31/2026F1,112(2)D$77.8626,326D
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)03/31/2026M3,212 (4) (4)Common Stock3,758(3)18,324D
Performance Shares(3)03/31/2026M2,883 (5) (5)Common Stock3,748(3)15,441D
Performance Shares(3)03/31/2026M2,593 (6) (6)Common Stock2,826(3)12,848D
Restricted Stock(7) (8) (8)Common Stock(7)4,283D
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/ Aaron Wilkins04/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did NWPX CFO Aaron Wilkins report in this Form 4?

CFO Aaron Wilkins reported vesting of Performance Shares that converted into Common Stock, along with related tax-withholding share dispositions. These are compensation-related equity events, not open-market stock purchases or sales, and increased his direct Common Stock holdings to 26,326 shares.

Did the NWPX CFO sell any shares on the open market in this filing?

No open-market sales are shown. The only share dispositions are F-code tax-withholding transactions, where shares are withheld by the issuer at $77.86 per share to pay taxes on vesting. This is an administrative mechanism, not a discretionary sale in the market.

How many NWPX shares does the CFO own after these transactions?

After the reported vesting and tax-withholding entries, CFO Aaron Wilkins directly owns 26,326 shares of NWPX Common Stock. This total reflects the new shares received from Performance Share vesting minus shares withheld to cover tax obligations related to those equity awards.

What are NWPX Performance Shares and how do they vest for the CFO?

Performance Shares are equity awards that convert into Common Stock if performance goals are met. For Wilkins, they can be earned from 0–200% based on NWPX’s total EBITDA margin and vest in scheduled installments across 2024, 2025, 2026, 2027 and 2028 according to predefined vesting schedules.

How are taxes handled on the NWPX CFO’s vested Performance Shares?

Taxes are handled through F-code tax-withholding dispositions. When Performance Shares vest into Common Stock, NWPX withholds a portion of newly issued shares, valued at $77.86 per share in this filing, to pay the associated tax liability consistent with company policy instead of requiring a cash payment.

What do the Restricted Stock Units mean in the NWPX Form 4 footnotes?

The Restricted Stock Units each represent a contingent right to receive one share of NWPX Common Stock in the future. According to the footnotes, these RSUs vest in installments in January of 2027, 2028 and 2029, adding a deferred component to the CFO’s long-term equity compensation.