MONTROSS SCOTT J 4

What Happened

• Scott J. Montross, President & CEO of NWPX Infrastructure, had multiple tranches of Performance Shares vest on March 31, 2026. The filing shows three vested issuances totaling 28,372 shares (10,069; 10,079; 8,224).
• To cover tax withholding on the vesting, the issuer withheld 11,164 shares (3,962; 3,966; 3,236) at $77.86 per share, resulting in aggregate withholding value of $869,229 ($308,481; $308,793; $251,955).
• The Form 4 also reports dispositions of derivative securities totaling 23,904 units (8,606; 7,753; 7,545) in connection with those derivative/award transactions (reported as derivative dispositions).

Key Details

• Transaction date: March 31, 2026. Filing date: April 2, 2026.
• Withheld share price used for tax payment: $77.86 per share; total cash value withheld: $869,229.
• Shares issued on vesting (acquired): 28,372. Shares withheld for taxes (disposed): 11,164. Reported derivative dispositions: 23,904 units.
• Footnotes: These were Performance Shares that vest based on NWPX’s total EBITDA margin (earned 0–200% based on performance). Vesting schedules span multiple years (installment vesting per footnotes F4–F6). Shares withheld reflect company tax-withholding policy (F2). Each RSU equals one share (F7); separate RSUs vest in later years (F8).
• Shares owned after the transaction are not stated in the supplied filing excerpts.

Context

• This was not an open-market purchase or sale by the insider: it reflects performance-based awards vesting and standard tax withholding (a common, non-speculative administration of compensation).
• The withholding of shares to pay taxes is effectively a cashless settlement of the tax obligation and does not necessarily indicate a change in the insider’s market view.
• For derivative entries: the filing shows conversions/exercises and related dispositions of derivative award units—these are settlement/reporting mechanics of the award, not open-market sales.