[Form 4] NextDecade Corporation Insider Trading Activity

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

NextDecade Corp (NEXT) director and CEO Matthew K. Schatzman reported changes in his beneficial ownership on Form 4. On 09/04/2025, 50,195 shares of common stock were issued to Mr. Schatzman upon partial vesting of performance-based restricted stock units granted in October 2022, after the Compensation Committee certified partial achievement of the performance condition. The filing also shows 19,752 shares were withheld to satisfy tax withholding related to the vesting. After these transactions, Mr. Schatzman beneficially owned 4,416,409 shares (reflecting issuance and forfeitures described in the filing).

Insights

TL;DR: Routine executive compensation vesting and tax withholding; no new purchases or sales reported.

The Form 4 documents a standard post-performance vesting of PSUs awarded in October 2022 and the customary withholding of shares for taxes. The Compensation Committee certified partial achievement of the PSU performance condition, triggering issuance of 50,195 shares to the reporting person. The filing notes certain PSU shares were forfeited for no consideration and exempted under Rule 16a-4(d). These transactions are administrative and governance-related, reflecting compensation realization rather than market transactions.

TL;DR: Insider ownership updated by issuance and withholding; impact on float is minimal relative to total shares outstanding (not disclosed here).

The report shows issuance of shares upon vesting (code A) and withholding for tax purposes (code F). No open-market purchases or disposals are recorded. The post-transaction beneficial ownership is disclosed as 4,416,409 shares. Without the issuer's total outstanding share count in the filing, material market impact cannot be assessed from this Form 4 alone.

09/08/2025 - 06:40 PM

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Schatzman Matthew K

(Last)

(First)

(Middle)

1000 LOUISIANA STREET, SUITE 3300

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NextDecade Corp [ NEXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/04/2025		A		50,195⁽¹⁾	A	$0	4,416,409⁽²⁾	D
Common Stock	09/04/2025		F		19,752⁽³⁾	D	$10.46	4,396,657	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares issued upon vesting of performance-based restricted stock units (the "PSUs") granted in October 2022. Each PSU represented a contingent right to receive one share of common stock of the Registrant, subject to the performance condition and continued employment through August 31, 2025. On September 4, 2025, the Compensation Committee of the Registrant certified partial achievement of the performance condition, resulting in the issuance of the above-referenced shares.

2. Amount reflects shares underlying PSUs that were forfeited for no consideration and were exempt from reporting pursuant to Rule 16a-4(d).

3. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting of restricted stock units on September 4, 2025.

Remarks:

	/s/ Vera de Gyarfas, Attorney-in-fact	09/08/2025
	** 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).
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.

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