NWPX Infrastructure (NWPX) SVP Eric Stokes details RSU vesting and tax share withholding

Rhea-AI Filing Summary

NWPX Infrastructure, Inc. insider Eric Stokes, SVP/GM of Water Transmission, reported multiple stock-based compensation events dated 01/15/2026. Several tranches of restricted stock units converted into common stock, with 960, 834 and 709 shares of restricted stock exercised into the same number of common shares. The filing shows tax withholding transactions at $69.27 per share, where 409, 355 and 302 common shares were withheld by the company to cover taxes tied to the vesting, consistent with stated company policy.

After these transactions, Stokes directly held 32,199 shares of common stock. He also continued to hold restricted stock units and performance shares, including awards that vest in installments through 2028, with the performance shares subject to NWPX’s total EBITDA margin over a defined measurement period and capable of vesting from 0–200% of the target amount.

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

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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 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)
	SVP/GM of Water Transmission

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		960	A	(1)	31,722	D
Common Stock	01/15/2026		F		409	D	$69.27(2)	31,313	D
Common Stock	01/15/2026		M		834	A	(1)	32,147	D
Common Stock	01/15/2026		F		355	D	$69.27(2)	31,792	D
Common Stock	01/15/2026		M		709	A	(1)	32,501	D
Common Stock	01/15/2026		F		302	D	$69.27(2)	32,199	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	(3)	01/15/2026		M			960	(4)	(4)	Common Stock	960	(3)	3,798	D
Restricted Stock	(3)	01/15/2026		M			834	(5)	(5)	Common Stock	834	(3)	2,964	D
Restricted Stock	(3)	01/15/2026		M			709	(6)	(6)	Common Stock	709	(3)	2,255	D
Performance Shares	(7)							(8)	(8)	Common Stock	14,275(7)		14,275	D

Explanation of Responses:

1. Represents shares acquired pursuant to vesting of Restricted Stock Units.

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

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 as follows: 1/3 on January 15, 2024, 1/3 on January 15, 2025 and 1/3 on January 15, 2026.

5. The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2025, 1/3 on January 15, 2026 and 1/3 on January 15, 2027.

6. The Restricted Stock Units vest in installments as follows: 1/3 on January 15, 2026, 1/3 on January 15, 2027 and 1/3 on January 14, 2028.

7. 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.

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

	/s/ Eric Stokes	01/20/2026
	** 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).
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FAQ

Who is the reporting insider in the NWPX Form 4 filing?

The reporting insider is Eric Stokes, who serves as SVP/GM of Water Transmission at NWPX Infrastructure, Inc. and filed as a single reporting person.

What type of insider transactions did NWPX SVP Eric Stokes report?

Eric Stokes reported restricted stock unit vesting and exercises into common stock, along with share withholding transactions where common shares were withheld by the issuer to pay taxes due on the vesting.

How many NWPX common shares did Eric Stokes hold after the 01/15/2026 transactions?

Following the transactions dated 01/15/2026, Eric Stokes directly held 32,199 shares of NWPX common stock as reported in the filing.

Why were some NWPX shares shown with a price of $69.27 in the Form 4?

The Form 4 notes that shares at $69.27 per share represent shares withheld by the issuer for payment of taxes incurred upon the vesting of restricted stock units, in line with company policy.

What are the vesting terms of Eric Stokes’ NWPX restricted stock units?

The restricted stock units vest in three annual installments, with specific grants vesting one-third each on January 15, 2024–2026, another grant one-third each on January 15, 2025–2027, and a third grant one-third each on January 15, 2026, January 15, 2027 and January 14, 2028.

How do NWPX performance shares for Eric Stokes vest according to the Form 4?

The performance shares can vest in an amount ranging from 0–200% of the target, based on NWPX’s total EBITDA margin over a measurement period, and they vest in installments in March 2026, March 2027 and March 2028.

Does the NWPX Form 4 indicate whether Eric Stokes’ holdings are direct or indirect?

Yes. The Form 4 indicates that the reported common stock, restricted stock units, and performance shares are held with direct (D) ownership by Eric Stokes, with no separate indirect ownership entity noted.