OPT Extends Its Section 382 Tax Benefits Preservation Plan

Rhea-AI Summary

Ocean Power Technologies (NYSE American: OPTT) amended and restated its Section 382 Tax Benefits Preservation Plan, extending its expiration from June 29, 2026 to June 29, 2029.

The plan is designed to help protect OPT’s federal net operating loss carryforwards and other tax attributes by discouraging investors from acquiring 4.99% or more of its common stock.

Positive

• Extension of Section 382 Tax Benefits Preservation Plan through June 29, 2029
• Plan designed to help preserve federal NOLs and other tax attributes
• Board unanimously approved the amended and restated preservation plan
• Plan had prior stockholder ratification at 2023 annual meeting
• Company plans to seek ratification again at 2026 annual meeting

Negative

• Plan is intended to deter investors from acquiring 4.99%+ ownership stakes
• Tax benefits preservation plan cannot fully prevent an ownership change under Section 382

Argus Jun 29 session

+4.33% close to close 0.3x rel. volume Open Argus

Details

News Market Reaction – OPTT

On Jun 29, the day this news came out, OPTT closed 4.33% above the previous close.

Data tracked by StockTitan Argus for the Jun 29 session.

Key Figures

Plan original date: June 29, 2023 Prior expiration: June 29, 2026 New expiration: June 29, 2029 +1 more

Plan original date

June 29, 2023

Original Section 382 Tax Benefits Preservation Plan date

Prior expiration

June 29, 2026

Original expiration of Tax Benefits Preservation Plan

New expiration

June 29, 2029

Extended expiration of Tax Benefits Preservation Plan

Ownership threshold

4.99%

Beneficial ownership cap targeted by preservation plan

Historical Context

5 past events · Latest: Jun 24

5 events

1. Jun 24

   Deployment & order

   24h Move

   -6.0%

   New PowerBuoy deployment and maritime drone order from academic customers.

2. Jun 08

   Field performance update

   24h Move

   +2.3%

   Strong DHS deployment performance and senior defense hire with RSU grant.

3. Jun 05

   Equity offering

   24h Move

   -24.9%

   Premium-priced registered direct offering with shares and warrants for cash.

4. Jun 01

   Defense expansion

   24h Move

   +3.5%

   Expanded European defense engagements using PowerBuoy and WAM-V solutions.

5. May 18

   Deployment footprint

   24h Move

   -6.0%

   Increase in U.S. and international deployments across government and research.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

section 382, net operating loss carryforwards, beneficial ownership, form 8-k, +2 more

6 terms

section 382 regulatory

"its Section 382 Tax Benefits Preservation Plan, dated June 29, 2023"

Section 382 is a U.S. tax rule that limits how much of a company’s past tax losses and other tax attributes can be used to offset future taxable income after the company experiences an ownership change. For investors, it matters because a takeover or large shift in ownership can sharply reduce the tax value of those losses—think of it as a speed limit on how quickly a new owner can use prior losses to lower future taxes, which affects after‑tax earnings and company valuation.

net operating loss carryforwards financial

"protect the availability and potential value of the federal net operating loss carryforwards"

Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.

beneficial ownership regulatory

"deterring any single investor or group from acquiring beneficial ownership of 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

View in glossary

form 8-k regulatory

"contained in reports on Form 8-K and Form 8-A/A that OPT plans to file"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

form 8-a/a regulatory

"contained in reports on Form 8-K and Form 8-A/A that OPT plans to file"

A Form 8-A/A is an amended registration filed with U.S. securities regulators to update or correct an earlier Form 8‑A that registers a class of a company's securities for trading. Think of it like updating an official listing card when key details change—such as the type of shares, transfer agent, or ticker—so investors and exchanges have the current facts. It matters because it affects how easily a security can be traded and signals changes to the company’s public record and disclosure obligations.

tax benefits preservation plan regulatory

"amendment and restatement of its Section 382 Tax Benefits Preservation Plan"

A tax benefits preservation plan is a company’s set of policies and actions designed to protect valuable tax attributes—like net operating losses, credits, or favorable tax statuses—when the business changes ownership, reorganizes, or conducts large transactions. Investors care because preserving these tax benefits can reduce future tax bills and improve cash flow, much like keeping a valuable coupon valid so future purchases cost less, which can affect earnings and valuation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MONROE TOWNSHIP, N.J., June 29, 2026 (GLOBE NEWSWIRE) -- Ocean Power Technologies, Inc. (“OPT” or the “Company”) (NYSE American: OPTT), a provider of autonomous maritime systems and offshore power solutions, today announced that its Board of Directors (the “Board”) has unanimously approved the amendment and restatement of its Section 382 Tax Benefits Preservation Plan, dated June 29, 2023 (the "Tax Benefits Preservation Plan”), to, among other things, extend its expiration time from the close of business on June 29, 2026 to the close of business on June 29, 2029.

OPT has extended the Tax Benefits Preservation Plan through the close of business on June 29, 2029 to protect the availability and potential value of the federal net operating loss carryforwards (“NOLs”) and other tax attributes that OPT has generated and expects to continue to generate. OPT’s ability to use its NOLs would be substantially limited if it experienced an "ownership change" under Section 382 of the Internal Revenue Code. While the Tax Benefits Preservation Plan cannot ultimately prevent such an ownership change, it is intended to reduce the likelihood of such an event by deterring any single investor or group from acquiring beneficial ownership of 4.99% or more of OPT’s outstanding common stock.

The Tax Benefits Preservation Plan was ratified by OPT’s stockholders at its 2023 Annual Meeting of Stockholders. OPT intends to submit the amendment and restatement of the Tax Benefits Preservation Plan for ratification by OPT's stockholders at its 2026 Annual Meeting of Stockholders. The date of OPT’s 2026 Annual Meeting of Stockholders has not yet been announced.

Additional information about the amendment and restatement of the Tax Benefits Preservation Plan and the rights governed thereby will be contained in reports on Form 8-K and Form 8-A/A that OPT plans to file with the U.S. Securities and Exchange Commission.

For additional information about OPT, please visit our website Ocean Power Technologies.

About Ocean Power Technologies

OPT provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets, including Merrows™, which provides AI capable seamless integration of Maritime Domain Awareness Systems across platforms. Our PowerBuoy® platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. We also provide WAM-V® autonomous surface vessels (ASVs) and marine robotics services. The Company’s headquarters are in Monroe Township, New Jersey, with an additional office in Richmond, California. To learn more about OPT’s groundbreaking products, services, and solutions, visit www.OceanPowerTechnologies.com.

Forward-Looking Statements

This press release contains “forward-looking statements” as defined under the U.S. federal securities laws, including the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbors created by such laws. Forward-looking statements contained in this press release may relate to, but are not limited to, statements regarding OPT’s future taxable income, the availability and potential value of OPT’s federal net operating loss carryforwards and other tax attributes, OPT’s future generation of net operating loss carryforwards and other tax attributes, OPT’s ability to utilize and realize the value of its net operating loss carryforwards and other tax attributes and how they could be limited if OPT experienced an ownership change as defined in Section 382 of the Internal Revenue Code, whether the Tax Benefits Preservation Plan will reduce the likelihood of an ownership change by deterring any single investor or group from acquiring beneficial ownership of 4.99% or more of OPT’s outstanding common stock, and OPT’s plans to submit the amendment and restatement of the Tax Benefits Preservation Plan for ratification by OPT's stockholders at its 2026 Annual Meeting of Stockholders and whether stockholders will vote to ratify it. Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Please refer to OPT’s recent Forms 10-Q and 10-K and subsequent filings with the U.S. Securities and Exchange Commission for further discussion of these risks and uncertainties. The forward-looking statements in this press release are made as of the date hereof. Notwithstanding changes that may occur with respect to matters relating to any forward-looking statements, OPT disclaims any obligation or intent to publicly update, amend, or clarify its forward-looking statements, whether as a result of new information, future events, or otherwise, except as may otherwise be required by the federal securities laws. OPT, however, reserves the right to update such statements or any portion thereof at any time for any reason.

Contact Information

Investors: 203-561-6945 or investorrelations@oceanpowertech.com

Media: 609-730-0400 x402 or MediaRelations@oceanpowertech.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ocean Power Technologies (OPTT) announce about its Section 382 tax benefits plan on June 29, 2026?

Ocean Power Technologies extended its Section 382 Tax Benefits Preservation Plan to June 29, 2029. According to OPT, the amended and restated plan aims to protect federal net operating loss carryforwards and other tax attributes from potential limitations caused by an ownership change.

Why did Ocean Power Technologies (OPTT) extend its Tax Benefits Preservation Plan to 2029?

OPTT extended the plan to help preserve the availability and potential value of its federal NOLs and other tax attributes. According to OPT, an ownership change under Section 382 could substantially limit use of these attributes, so the plan is intended to reduce that risk.

How does Ocean Power Technologies’ Section 382 plan affect investors in OPTT stock?

The plan is intended to discourage any investor or group from acquiring 4.99% or more of OPT’s common stock. According to OPT, this ownership threshold is designed to reduce the likelihood of an ownership change that could limit use of its tax attributes.

Did Ocean Power Technologies’ shareholders previously approve the Section 382 Tax Benefits Preservation Plan?

Yes, OPT’s stockholders ratified the Tax Benefits Preservation Plan at the 2023 annual meeting. According to OPT, the company now intends to submit the amended and restated plan for ratification at its 2026 annual meeting of stockholders.

Will Ocean Power Technologies seek stockholder ratification of the extended Section 382 plan in 2026?

Yes. OPT intends to submit the amended and restated Tax Benefits Preservation Plan for ratification at its 2026 annual meeting. According to OPT, the date of the 2026 meeting has not yet been announced for investors.

Can Ocean Power Technologies’ Section 382 plan completely prevent an ownership change in OPTT shares?

No, the plan cannot ultimately prevent an ownership change under Section 382. According to OPT, the Tax Benefits Preservation Plan is instead intended to reduce the likelihood of such a change by deterring acquisitions at or above the 4.99% ownership threshold.