NWPX Form 4: CFO Disposes 2,500 Shares; Retains RSUs and Performance Shares
Rhea-AI Filing Summary
Aaron Wilkins, Chief Financial Officer of NWPX Infrastructure, Inc. (NWPX), reported sales of common stock under a 10b5-1 trading plan adopted on 05/23/2025. The Form 4 shows he sold 500 shares on 08/29/2025 at a weighted average price of $54.02 and 2,000 shares on 09/02/2025 at a weighted average price of $52.2448, reducing his direct common stock holdings from 29,262 to 24,762 shares. The filing also discloses existing equity awards: 5,587 restricted stock units that vest in January 2026–2028 and 16,761 performance shares that vest in March 2026–2028 and may pay out 0–200% based on total EBITDA margin. The form is signed by Mr. Wilkins on 09/03/2025.
Positive
- Sales executed under a 10b5-1 plan, indicating trades were pre-planned (adoption date 05/23/2025).
- Remaining equity compensation disclosed: 5,587 Restricted Stock Units vesting 2026–2028 and 16,761 Performance Shares tied to EBITDA margin.
Negative
- CFO sold 2,500 shares, reducing direct ownership from 26,762 to 24,762 shares as shown on the Form 4.
- Performance shares subject to payout range of 0–200%, indicating potential for no payout if targets are not met.
Insights
TL;DR: CFO executed routine sales under a pre-established 10b5-1 plan, modestly reducing direct holdings while retaining substantial equity awards.
The reported transactions are sales (codes S) totaling 2,500 shares executed in two date groups with weighted average prices of $54.02 and $52.2448. The filer states the sales were made pursuant to a 10b5-1(c) plan adopted 05/23/2025, which provides an affirmative defense for planned trades. Post-transaction direct ownership is 24,762 shares. Material outstanding equity compensation remains: 5,587 restricted stock units vesting in January 2026–2028 and 16,761 performance shares subject to achievement of total EBITDA margin and vesting March 2026–2028. From a disclosure and governance perspective, the filing is complete and includes a commitment to provide granular trade price details if requested.
TL;DR: Insider sales align with a documented trading plan, reducing direct holdings but leaving time‑based and performance‑based awards intact.
The Form 4 clearly identifies the reporting person as the CFO and marks the transactions as executed under a 10b5-1 plan, which indicates pre-planned disposals rather than ad hoc trades. The filing discloses the remaining equity award schedule and the performance criteria (total EBITDA margin) governing potential payout levels for performance shares. The document is signed and dated, satisfying filing formalities.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 2,000 | $52.2448 | $104K |
| Sale | Common Stock | 500 | $54.02 | $27K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Performance Shares | -- | -- | -- |
Footnotes (1)
- Adoption date of referenced 10b5-1(c) plan is: 05-23-2025 This transaction was executed in multiple trades at prices ranging from $52.00 to $52.76 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. 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 2026, 2027 and 2028. 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 in March of 2026, 2027 and 2028.
