STOCK TITAN

NWPX Infrastructure (NASDAQ: NWPX) EVP sells 4,500 shares, gifts 600

(Moderate)
(Negative)
Form Type
4

Rhea-AI Filing Summary

NWPX Infrastructure, Inc. (NWPX) reported insider activity by Executive Vice President Michael Wray. On 2026-08-26, he sold 4,500 shares of common stock at a weighted average price of $110.9413 per share under a Rule 10b5-1(c) trading plan adopted on 05/27/2026, with individual trade prices ranging from $109.63 to $112.03. On 2026-08-27, he made a bona fide gift of 600 shares of common stock. He continues to hold equity awards, including Restricted Stock Units covering 3,791 underlying shares that vest in installments in January 2027, 2028, and 2029, and Performance Shares covering 11,368 underlying shares that vest in installments in March 2027, 2028, and 2029, earned based on NWPX’s total EBITDA margin over the measurement period, with a payout range of 0–200%.

Positive

  • None.

Negative

  • None.
Insider Wray Michael
Role Executive Vice President
Sold 4,500 shs ($499K)
Type Security Shares Price Value
Gift Common Stock F7 600 $0.00 $0.00
Sale Common Stock F1, F2 4,500 $110.9413 $499K
holding Restricted Stock Units F3, F4 -- -- --
holding Performance Shares F6, F5 -- -- --
Holdings After Transaction: Common Stock — 23,286 shares (Direct); Restricted Stock Units — 3,791 shares (Direct); Performance Shares — 11,368 shares (Direct)
Footnotes (7)
  1. F1. Adoption date of referenced 10b5-1(c) plan is: 05/27/2026
  2. F2. This transaction was executed in multiple trades at prices ranging from $109.6300 to $112.0300 per share. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
  3. F3. Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock.
  4. F4. The Restricted Stock Units vest in installments in January of 2027, 2028 and 2029.
  5. F5. The Performance Shares vest in installments in March of 2027, 2028 and 2029.
  6. F6. 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.
  7. F7. 600 shares represents a bona fide gift of NWPX Infrastructure, Inc. common stock made by the reporting person.
Shares sold 4,500 shares of Common Stock Disposition on 2026-08-26 by sale in open market or private transactions
Weighted average sale price $110.9413 per share Sale of 4,500 shares on 2026-08-26, with trades between $109.63 and $112.03
Sale price range $109.63–$112.03 per share Multiple trades comprising the 4,500-share sale on 2026-08-26
Gifted shares 600 shares of Common Stock Bona fide gift on 2026-08-27
Restricted Stock Units underlying shares 3,791 underlying shares Directly owned RSUs, each convertible into one NWPX common share
Performance Shares underlying shares 11,368 underlying shares Directly owned Performance Shares tied to NWPX common stock
Performance Share payout range 0–200% of target Earned based on NWPX’s total EBITDA margin over the measurement period
10b5-1(c) plan adoption date 05/27/2026 Plan under which the 4,500-share sale on 2026-08-26 was executed
Rule 10b5-1(c) plan regulatory
"Adoption date of referenced 10b5-1(c) plan is: 05/27/2026"
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
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.
Performance Shares financial
"The Performance Shares vest in installments in March of 2027, 2028 and 2029"
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"
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.
bona fide gift regulatory
"600 shares represents a bona fide gift of NWPX Infrastructure, Inc. common stock"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

FAQ

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

Michael Wray reported a sale of 4,500 NWPX shares on 2026-08-26 at a weighted average price of $110.9413, plus a bona fide gift of 600 shares on 2026-08-27. Both transactions involved NWPX common stock held directly.

At what prices were Michael Wray’s NWPX shares sold?

The 4,500 NWPX shares were sold at prices ranging from $109.63 to $112.03 per share. The Form 4 reports a weighted average sale price of $110.9413 per share, and notes the transaction was executed in multiple trades within that range.

Was Michael Wray’s NWPX stock sale under a Rule 10b5-1 plan?

Yes. The filing indicates the sale of 4,500 NWPX shares on 2026-08-26 was made pursuant to a Rule 10b5-1(c) trading plan, with an adoption date of 05/27/2026, and the document-level Rule 10b5-1 checkbox is marked affirmatively.

What equity awards in NWPX does Michael Wray hold after these transactions?

Michael Wray holds Restricted Stock Units representing 3,791 underlying NWPX shares and Performance Shares representing 11,368 underlying shares. These derivative holdings are reported as directly owned positions in the Form 4’s derivative holdings summary.

How do Michael Wray’s NWPX Restricted Stock Units vest?

Each Restricted Stock Unit represents a contingent right to receive one NWPX common share. These 3,791 RSUs vest in installments in January 2027, January 2028, and January 2029, subject to the terms disclosed in the footnotes.

How are NWPX Performance Shares earned and when do they vest for Michael Wray?

The 11,368 Performance Shares vest in installments in March 2027, March 2028, and March 2029. They are earned based on NWPX’s total EBITDA margin over a measurement period, with payout ranging from 0–200% of the target number of Performance Shares.

What does the bona fide gift of NWPX shares by Michael Wray represent?

The Form 4 notes that 600 shares of NWPX common stock represent a bona fide gift made by Michael Wray on 2026-08-27. The transaction uses code G, which denotes a gift transfer and carries no per-share price in the filing.

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Learn about SEC filing dates
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).
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026
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 Stock08/26/2026S(1)4,500(1)D$110.9413(2)23,886D
Common Stock08/27/2026G600(7)D$0(7)23,286D
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
Restricted Stock Units(3) (4) (4)Common Stock3,791(3)3,791D
Performance Shares(6) (5) (5)Common Stock11,368(6)11,368D
Explanation of Responses:
1. Adoption date of referenced 10b5-1(c) plan is: 05/27/2026
2. This transaction was executed in multiple trades at prices ranging from $109.6300 to $112.0300 per share. The price reported reflects the weighted average sale price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or to the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock.
4. The Restricted Stock Units vest in installments in January of 2027, 2028 and 2029.
5. The Performance Shares vest in installments in March of 2027, 2028 and 2029.
6. 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.
7. 600 shares represents a bona fide gift of NWPX Infrastructure, Inc. common stock made by the reporting person.
/s/ Michael Wray08/27/2026
** 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)