Form 4: NextDecade CEO's Equity Holdings Update Post-PSU Vesting

NextDecade CEO Matthew K. Schatzman reported an increase in direct beneficial ownership of common stock following the vesting of performance-based restricted stock units.

Summary

• Matthew K. Schatzman, NextDecade's Chief Executive Officer and Director, reported changes in his beneficial ownership of common stock.
• On September 4, 2025, Mr. Schatzman acquired 50,195 shares of NextDecade common stock upon the vesting of performance-based restricted stock units (PSUs).
• These PSUs were granted in October 2022, with vesting contingent on performance conditions and continued employment through August 31, 2025.
• The Compensation Committee certified partial achievement of the performance condition, leading to the issuance of these shares.
• Concurrently, 19,752 shares of common stock were disposed of at a price of $10.46 per share to satisfy tax withholding obligations related to the PSU vesting.
• Following these transactions, Mr. Schatzman's direct beneficial ownership stands at 4,396,657 shares of NextDecade common stock.
• An additional 4,416,409 shares underlying PSUs were forfeited for no consideration, as they did not meet the performance conditions.

Sentiment

Score: 4

Explanation: While the CEO received shares from PSU vesting, the significant forfeiture of 4,416,409 PSUs indicates that performance conditions were only partially met, which is a mixed signal regarding management's performance against set goals.

Positives

• The vesting of 50,195 performance-based restricted stock units indicates that the Compensation Committee certified at least partial achievement of the underlying performance conditions.

Negatives

• A significant number of shares, specifically 4,416,409 shares underlying PSUs, were forfeited for no consideration, indicating that the full performance conditions were not met.
• 19,752 shares were disposed of to cover tax withholding obligations, reducing the net shares received by the CEO.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

This filing is a routine insider transaction report and does not provide specific details on broader industry trends or competitive positioning. It reflects standard executive compensation practices involving performance-based equity.

Related Party Transactions

• Vesting of performance-based restricted stock units for the CEO, resulting in the issuance of 50,195 shares and the disposition of 19,752 shares for tax withholding.

Stakeholder Impact

• Shareholders may view the partial achievement of performance conditions, as evidenced by the significant forfeiture of PSUs, as a mixed signal regarding the company's operational performance against internal targets.
• The increase in the CEO's direct beneficial ownership aligns management's interests with those of shareholders, albeit with a net gain lower than the initial grant due to forfeiture and tax withholding.

Key Dates

Recommendation

This Form 4 filing details routine insider equity transactions related to executive compensation. While the CEO received shares from PSU vesting, a substantial portion of PSUs were forfeited, indicating only partial achievement of performance targets. This provides a mixed signal regarding management's performance against set goals and does not offer sufficient new information to alter a fundamental investment thesis, warranting a 'hold' recommendation.

Keywords

NextDecade, NEXT, Matthew K. Schatzman, CEO, Director, Form 4, Insider Transaction, Stock Ownership, Restricted Stock Units, PSUs, Equity Compensation