NWPX Infrastructure (NWPX) HR leader vests performance shares and covers taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
NWPX Infrastructure, Inc. senior vice president of human resources Megan A. Kendrick reported the vesting and exercise of performance share awards into common stock, along with related tax withholding transactions. On March 31, 2026, she acquired common shares through the exercise or conversion of performance shares at an exercise price of $0.00 per share and delivered a portion of those shares back to the company to cover taxes at $77.86 per share, consistent with company policy.
After these compensation-related transactions, she directly holds 10,578 shares of NWPX common stock. Footnotes explain that the performance shares vest in installments over multi‑year schedules and can be earned in amounts ranging from 0–200% based on NWPX’s total EBITDA margin over the applicable measurement periods.
Positive
- None.
Negative
- None.
Insider Trade Summary
4,959 shares exercised/converted
Mixed
10 txns
Insider
Kendrick Megan A.
Role
Sr. VP of Human Resources
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Shares | 1,902 | $0.00 | -- |
| Exercise | Performance Shares | 1,652 | $0.00 | -- |
| Exercise | Performance Shares | 1,405 | $0.00 | -- |
| Exercise | Common Stock | 2,225 | $0.00 | -- |
| Tax Withholding | Common Stock | 875 | $77.86 | $68K |
| Exercise | Common Stock | 2,148 | $0.00 | -- |
| Tax Withholding | Common Stock | 845 | $77.86 | $66K |
| Exercise | Common Stock | 1,531 | $0.00 | -- |
| Tax Withholding | Common Stock | 602 | $77.86 | $47K |
| holding | Restricted Stock | -- | -- | -- |
Holdings After Transaction:
Performance Shares — 10,109 shares (Direct);
Common Stock — 9,221 shares (Direct);
Restricted Stock — 0 shares (Direct)
Footnotes (1)
- Represents shares acquired pursuant to the vesting of Performance Shares. Represents shares withheld by the issuer for payment of taxes incurred upon vesting event consistent with company policy. 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 as follows: 1/3 on April 1, 2024, 1/3 on March 31, 2025 and 1/3 on March 31, 2026. Performance Shares vest in installments as follows: 1/3 March 31, 2025, 1/3 on March 31, 2026 and 1/3 on March 31, 2027. Performance Shares vest in installments as follows: 1/3 on March 31, 2026, 1/3 on March 31, 2027 and 1/3 on March 31, 2028. 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 2027, 2028 and 2029.
Key Figures
Derivative exercises: 4,959 shares
Tax-withholding shares: 2,322 shares
Tax-withholding price: $77.86 per share
+3 more
6 metrics
Derivative exercises
4,959 shares
Total performance shares exercised or converted on March 31, 2026
Tax-withholding shares
2,322 shares
Shares delivered to issuer to cover taxes on March 31, 2026
Tax-withholding price
$77.86 per share
Value used for F-code tax-withholding dispositions of common stock
Post-transaction holdings
10,578 shares
NWPX common stock directly held after March 31, 2026 transactions
Performance share vesting range
0–200%
Range in which performance shares may be earned based on total EBITDA margin
Performance share installment vesting
1/3 per installment
Various grants vest in three equal annual tranches through March 31, 2028
Key Terms
Performance Shares, tax-withholding disposition, EBITDA margin, Restricted Stock Unit, +1 more
5 terms
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
EBITDA margin financial
"Performance Shares are earned based on NWPX's total EBITDA margin over the measurement period."
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.
Restricted Stock Unit financial
"Each Restricted Stock Unit represents a contingent right to receive one share of NWPX common stock."
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.
contingent right financial
"Each Restricted Stock Unit represents a contingent right to receive one share"
FAQ
What did NWPX (NWPX) executive Megan Kendrick report on this Form 4?
Megan A. Kendrick reported the vesting and exercise of performance share awards into NWPX common stock, plus related tax-withholding share dispositions. These are compensation-driven transactions, not open-market trades, and reflect equity awards converting into actual shares.
Were any of Megan Kendrick’s NWPX transactions open-market buys or sells?
No open-market purchases or sales were reported. The filing shows exercises or conversions of performance shares at $0.00 per share and F-code tax-withholding dispositions, where shares were delivered to the issuer to pay taxes rather than sold in the market.
What does the filing say about Megan Kendrick’s restricted stock units at NWPX?
The filing notes each restricted stock unit represents a contingent right to receive one NWPX common share. These restricted stock units vest in installments during January of 2027, 2028, and 2029, adding to her future potential equity-based compensation.