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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 10, 2026
Nextpower Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-41617 | | 36-5047383 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6200 Paseo Padre Parkway, Fremont, California 94555
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 270-2500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | | | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of exchange on which registered |
| Class A Common Stock, par value $0.0001 | | NXT | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2026, Nextpower Inc. (the “Company”) issued a press release announcing its results for the fourth fiscal quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information contained in Item 2.02 of this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 10, 2026, the Board of Directors (the “Board”) of the Company appointed Robert Vinje as the Company’s Chief Operating Officer, effective as of June 15, 2026. In connection with Mr. Vinje’s appointment, Marco Miller, the Company’s current Chief Operating Officer, will serve the role of Chief Project Development Officer, effective as of Mr. Vinje’s first day of employment with the Company.
Mr. Vinje, 56, has served as the Chief Operating Officer of SOLARCYCLE, Inc., a technology-based solar recycling company, since January 2023. Mr. Vinje previously held several operational positions at Amazon, including Development Service Operations for Amazon’s Worldwide Real Estate organization, and the Worldwide Sustainability Global Energy and Environment Group, which was responsible for Amazon’s Operations solar installations. From February 2016 to March 2017, Mr. Vinje served as the Global SVP of the Engineering, Procurement and Construction (“EPC”) and Operations and Maintenance divisions of SunPower Corporation (“SunPower”), a globally vertically integrated solar company. He also served as SunPower’s Vice President of EPC Operations from May 2012 to February 2016. Mr. Vinje received his Electronics Engineering Technology degree from Rochester Community and Technical College, a Bachelor of Science in Electrical Engineering from the University of Minnesota and a Master of Science in Management of Technology and Companies from the University of Minnesota Carlson School of Management.
There are no transactions between Mr. Vinje and the Company that would be reportable under Item 404(a) of Regulation S-K, and there are no family relationships between Mr. Vinje and any director or executive officer of the Company.
Vinje Offer Letter
In connection with Mr. Vinje’s appointment, the Board approved the following compensation package for Mr. Vinje, the terms of which are set forth in his offer letter with the Company (the “Offer Letter”): (i) an annual base salary of $475,000; (ii) commencing with fiscal year 2027, a target annual cash bonus opportunity of 70% of Mr. Vinje’s annual base salary; (iii) for fiscal year 2027, Mr. Vinje will be granted an annual equity award under the Company’s Second Amended and Restated 2022 Equity Incentive Plan (the “Equity Plan”), with a target grant date value of $4,000,000 in the aggregate, with 50% granted in the form of time-based restricted stock units (“RSUs”) and the remaining 50% granted in the form of performance-based RSUs (“PSUs”) that are earned subject to the Company’s achievement of performance metrics; (iv) a one-time sign-on cash award of $250,000, which is subject to repayment in the event Mr. Vinje voluntarily terminates his employment prior to the 12-month anniversary of his start date pursuant to the terms of a repayment agreement with the Company; and (v) employee benefits consistent with those provided to other similarly situated executive officers. Mr. Vinje’s employment with the Company is for no specified period and constitutes at-will employment.
The foregoing description of the Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Letter which will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2026.
Forward-Looking Statements.
This current report on Form 8-K, including its exhibits, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. These statements include, but are not limited to, statements regarding the Company’s intended share repurchases. The words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms are intended to identify forward-looking statements. Forward-looking statements are based on management’s expectations, assumptions, and projections based on information available at the time the statements were made. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, and important factors could cause actual results to differ materially from those anticipated. In light of these risks, uncertainties, and assumptions, our actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Further information on such risks is included within our annual report on Form 10-K for the fiscal year ended March 31, 2026 to be filed with the SEC, which will be available on our website at https://investors.nextpower.com and on the SEC’s website at www.sec.gov. Forward-looking statements contained in this current report on Form 8-K are made as of this date, and, except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | |
| Exhibit No. | Description |
| 99.1 | Press Release, dated May 12, 2026 |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| Nextpower Inc. |
| |
| By: | /s/ Bruce Ledesma |
| Bruce Ledesma |
| Chief Legal & Compliance Officer |
Date: May 12, 2026
Exhibit 99.1
Nextpower Reports Q4 and Fiscal Year 2026 Financial Results
Achieves Record FY26 Revenue and Earnings
Raises FY27 Financial Outlook on Strong Execution and Bookings
FREMONT, Calif. May 12, 2026 – Nextpower™ (Nasdaq: NXT), a leading provider of intelligent power generation systems for solar power plants, today announced financial results for the fourth quarter and full year for fiscal year 2026, ended March 31, 2026.
Financial Summary
(In millions, except per share)
| | | | | | | | | | | | | |
| Q4 FY26 | Q3 FY26 | Q4 FY25 | | |
| Revenue | $881 | $909 | $924 | | |
| GAAP Gross Profit | $297 | $288 | $306 | | |
| GAAP Gross Margin | 33.8 | % | 31.7 | % | 33.1 | % | | |
| GAAP Net Income | $151 | $131 | $158 | | |
| GAAP Net Income Margin | 17.1 | % | 14.4 | % | 17.1 | % | | |
| GAAP Diluted EPS | $0.97 | $0.85 | $1.05 | | |
| | | | | |
| Adjusted Gross Profit | $304 | $295 | $309 | | |
| Adjusted Gross Margin | 34.5 | % | 32.4 | % | 33.4 | % | | |
| Adjusted EBITDA | $202 | $214 | $242 | | |
| Adjusted EBITDA Margin | 22.9 | % | 23.5 | % | 26.2 | % | | |
| Adjusted Net Income | $162 | $170 | $193 | | |
| Adjusted Diluted EPS | $1.05 | $1.10 | $1.29 | | |
Q4 FY26, Q3 FY26, and Q4 FY25 results include approximately $47 million, $53 million, and $67 million, respectively, of IRA 45X advanced manufacturing tax credit vendor rebates and tariffs, net.
Please refer to Nextpower’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K for more information on schedules III, IV and V attached to this press release for a reconciliation of non-GAAP to GAAP financial measures. Additional information can be found on the Investor Relations section of our website.
Business Highlights
Market and Sales Momentum
•Achieved record fiscal year revenue of $3.56 billion, an increase of 20% YoY, and increased backlog to a record level of over $5.25 billion
•Surpassed 160 GW of cumulative tracker shipments globally
•Increased bookings for new products and bundled solutions in Q4:
◦Increased adoption for foundations, electrical balance of systems (eBOS), and robotics quarter over quarter
◦Achieved record eBOS quarterly bookings, including bookings of over 100 MW of our new NX PowerMerge™ trunk bus connector
◦Achieved record quarterly and annual TrueCapture™ revenue
◦Booked the first bundled VCA project incorporating robotics
◦Exceeded 50 GW of cumulative sales of NX Horizon-XTR™ terrain following trackers
•Entered into a multi-year gigawatt-scale steel frame supply agreement with Jinko Solar (U.S.) Industries Inc. for U.S.-manufactured steel module frames
•Surpassed 25 GW of tracker systems sales to date in each of Latam and MEIAT regions
Products and Innovation
•Announced agreement to acquire key power conversion product lines and IP with a planned U.S. manufacturing footprint, subject to foreign direct investment (FDI) approval by the Spanish government
•NX PowerMerge, a next-generation DC power component designed to streamline eBOS installation and boost long-term reliability, currently in final stages of UL qualification testing
•Released Gen 3 of Nextpower’s SPC smart tracker controller and NCU weather station, providing enhanced cybersecurity
•Piloted NX One™, a unified software platform that connects and contextualizes data from across the plant lifecycle into a single system
•Introduced NX Anchor™ foundation technology, which, together with NX Earth Truss™, enables market leading NX Horizon® tracker to be installed across all soil conditions, now deployed at multi-gigawatt scale
“Fiscal 2026 marked a defining inflection point for Nextpower as we accelerated our evolution from the solar tracker leader over the last decade to an integrated utility-scale energy technology platform,” said Dan Shugar, founder and CEO of Nextpower. “Our core tracker business remains very strong, supported by one of the highest booking quarters in our history and expanding market leadership. We are now seeing clear, measurable traction around our platform strategy, reflected in rising adoption across eBOS, foundations, and robotics solutions, early success in bundled deployments, and growing demand for new products such as NX PowerMerge.”
Continued Shugar, “We announced this morning an agreement to acquire key power conversion product lines. When completed, we expect this transaction to help accelerate time to market and expand our power conversion product portfolio, enhance our domain expertise in our core solar business, and facilitate entry into the battery storage and data center verticals.”
“We delivered strong financial performance in fiscal 2026, with 20% revenue growth, solid profitability, and meaningful cash generation, reflecting the strength of our operating model,” said Chuck Boynton, CFO of Nextpower. “During the year, we further strengthened our financial position, achieving an investment grade credit rating while continuing to invest in strategic growth initiatives aligned with our platform expansion.”
Continued Boynton, “Supported by our growing backlog and strong bookings momentum, we are raising our fiscal 2027 outlook and remain focused on disciplined capital allocation, investing in a balance of organic growth and strategic acquisitions, returning capital to shareholders, while maintaining a strong balance sheet and delivering consistent, long-term shareholder value.”
FY2027 Annual Outlook
| | | | | | | | |
| Updated Outlook | Previous Outlook |
| Revenue | $3.8 to $4.1 billion | $3.6 to $3.8 billion |
| GAAP Net Income | $501 to $559 million |
|
| GAAP Diluted EPS | $3.19 to $3.56 | |
| Adjusted EBITDA | $825 to $900 million | $800 to $900 million |
| Adjusted Diluted EPS | $4.21 to $4.59 | |
Updated outlook includes planned incremental costs of approximately $50 million related to the acceleration of our entry into the power conversion market.
Adjusted EBITDA range of $825 million to $900 million excludes approximately $195 million for stock-based compensation, net intangible amortization, and acquisition related costs.
Adjusted Diluted EPS range of $4.21 to $4.59 excludes approximately $1.02 for stock-based compensation, net intangible amortization, and acquisition related costs, net of impacts for tax.
Q4 FY2026 Earnings Call
May 12, 2026
2:00 p.m. PT / 5:00 p.m. ET
Live webcast available on investors.nextpower.com
We encourage you to review our Q4 FY26 Shareholder Letter, which, along with this press release, is available on the Nextpower Investor Relations website and includes important information for Nextpower shareholders that supplements and expands on the information in this press release.
The webcast replay will be available on the Nextpower Investor Relations website following the conclusion of the event.
About Nextpower
Nextpower™ (Nasdaq: NXT) designs, engineers, and delivers an advanced energy technology platform for solar power plants, innovating across structural, electrical, and digital domains. Our integrated solutions are designed to streamline project execution, increase energy yield and long-term reliability, and enhance customer ROI. Building on over a decade of technology and market leadership, the company delivers intelligent power generation systems and services to meet rapidly expanding global electricity demand. Nextpower partners with the world’s leading energy companies to power what’s next. Learn more at www.nextpower.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements relating to the trends for energy demand and future solar adoption, the demand for our products (including our foundations, eBOS, NX PowerMerge and robotics solutions, our other products and our bundled solutions), the ability to grow our core tracker business, the benefits from our steel frame supply agreement, our bookings and backlog, including our ability to convert our backlog into revenue, our competitiveness and global market share, benefits of the proposed acquisition of power conversion assets and other recent acquisitions (including the benefits our customers may realize as a result of integrating these businesses and assets into Nextpower’s), the benefits of UL certification for NX PowerMerge, the impacts to our business caused by
the U.S. policy environment, and statements regarding our outlook for fiscal year 2027 and other periods. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including but not limited to: our strategies, mission, plans, objectives and goals; failure to receive FDI approval from the Spanish government for the planned acquisition of power conversion assets; the market demand for our products, solutions and services and our ability to deliver them to customers; projections regarding the U.S. and global demand for electricity and solar power; our competitiveness and global market share; macro-economic trends; growth opportunities and plans for future operations; changing business conditions in our industry and markets overall; legislative, regulatory and economic developments; and our ability to maintain our investment grade credit rating. These forward-looking statements are based on various assumptions and on the current expectations of Nextpower’s management. These statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties that are also described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Nextpower’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and other documents that Nextpower has filed or will file with the Securities and Exchange Commission. There may be additional risks that Nextpower is not aware of or that Nextpower currently believes are immaterial that could also cause actual results to differ from these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Nextpower assumes no obligation to update these forward-looking statements.
Use of Adjusted Financial Information
An explanation and reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedules III, IV and V attached to this press release, and can be found, along with other financial information including the Earnings Presentation, on the investor relations section of our website at investors.nextpower.com.
Channels for Disclosure of Information
Nextpower intends to announce material information to the public through the Nextpower Investor Relations website investors.nextpower.com, SEC filings, press releases, public conference calls, and public webcasts. Nextpower uses these channels to communicate with its investors, customers, and the public about the company, its offerings, and other issues. As such, Nextpower encourages investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
Investor Contact:
Sarah Lee
Investor@nextpower.com
Media Contact:
Brandy Lee
Media@nextpower.com
Schedule I
Nextpower Inc.
Unaudited condensed consolidated statements of operations
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | |
| Three-month periods ended | | |
| March 31, 2026 | | December 31, 2025 | | March 31, 2025 | | | | |
| Revenue | $ | 880,517 | | $ | 909,352 | | $ | 924,342 | | | | |
| Cost of sales | 583,140 | | 621,220 | | 618,655 | | | | |
| Gross profit | 297,377 | | 288,132 | | 305,687 | | | | |
| Selling, general and administrative expenses | 100,625 | | 82,733 | | 86,794 | | | | |
| Research and development | 43,166 | | 29,294 | | 23,586 | | | | |
| Operating income | 153,586 | | 176,105 | | 195,307 | | | | |
| Interest expense | 338 | | 339 | | 2,353 | | | | |
| Other income, net | (6,387) | | | (4,733) | | | (5,708) | | | | | |
| Income before income taxes | 159,635 | | 180,499 | | 198,662 | | | | |
| Provision for income taxes | 9,032 | | 49,263 | | 40,848 | | | | |
| Net income | 150,603 | | 131,236 | | 157,814 | | | | |
| | | | | | | | | |
Less: Net income attributable to non-controlling interests | — | | — | | 1,020 | | | | |
| Net income attributable to Nextpower Inc. | $ | 150,603 | | $ | 131,236 | | $ | 156,794 | | | | |
| | | | | | | | | |
| Earnings per share attributable to Nextpower Inc. common stockholders | | | | | | | | | |
| Basic | $ | 1.01 | | $ | 0.88 | | $ | 1.08 | | | | |
| Diluted | $ | 0.97 | | $ | 0.85 | | $ | 1.05 | | | | |
| Weighted-average shares used in computing per share amounts: | | | | | | | | | |
| Basic | 148,496 | | | 148,414 | | | 144,888 | | | | | |
| Diluted | 154,664 | | | 153,921 | | | 149,740 | | | | | |
Nextpower Inc.
Unaudited condensed consolidated statements of operations (continued)
(In thousands, except per share data)
| | | | | | | | | | | | | | | |
| Twelve-month periods ended | | |
| March 31, 2026 | | March 31, 2025 | | | | |
| Revenue | $ | 3,559,390 | | $ | 2,959,197 | | | | |
| Cost of sales | 2,399,295 | | 1,950,372 | | | | |
| Gross profit | 1,160,095 | | 1,008,825 | | | | |
| Selling, general and administrative expenses | 341,920 | | 290,321 | | | | |
| Research and development | 120,909 | | 79,392 | | | | |
| Operating income | 697,266 | | 639,112 | | | | |
| Interest expense | 2,623 | | 13,096 | | | | |
Other income, net | (19,183) | | | (22,000) | | | | | |
| Income before income taxes | 713,826 | | 648,016 | | | | |
| Provision for income taxes | 127,943 | | 130,770 | | | | |
| Net income and comprehensive income | 585,883 | | 517,246 | | | | |
| | | | | | | |
Less: Net income attributable to non-controlling interests | — | | 8,078 | | | | |
| Net income attributable to Nextpower Inc. | $ | 585,883 | | $ | 509,168 | | | | |
| | | | | | | |
| Earnings per share attributable to Nextpower Inc. common stockholders | | | | | | | |
| Basic | $ | 3.96 | | $ | 3.55 | | | | |
| Diluted | $ | 3.84 | | $ | 3.47 | | | | |
| Weighted-average shares used in computing per share amounts: | | | | | | | |
| Basic | 147,976 | | | 143,539 | | | | | |
| Diluted | 152,710 | | | 149,276 | | | | | |
Schedule II
Nextpower Inc.
Unaudited condensed consolidated balance sheets
(In thousands)
| | | | | | | | | | | |
| As of March 31, 2026 | | As of March 31, 2025 |
| ASSETS |
| Current assets: | | | |
| Cash and cash equivalents | $ | 1,094,976 | | $ | 766,103 |
Accounts receivable, net of allowance of $2,078 and $1,472, respectively | 417,043 | | 472,462 |
| Contract assets | 533,257 | | 405,890 |
| Inventories | 262,276 | | 209,432 |
| Section 45X credit receivable | 352,598 | | 215,616 |
| Other current assets | 186,406 | | 88,483 |
| Total current assets | 2,846,556 | | 2,157,986 |
| Property and equipment, net | 78,356 | | 60,395 |
| Goodwill | 488,950 | | 371,018 |
| Other intangible assets, net | 78,046 | | 53,241 |
| Deferred tax assets | 511,815 | | 498,778 |
| Other assets | 69,489 | | 51,098 |
| Total assets | $ | 4,073,212 | | $ | 3,192,516 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
| Current liabilities: | | | |
| Accounts payable | $ | 533,490 | | $ | 585,299 |
| Accrued expenses | 130,133 | | 97,000 |
| Deferred revenue | 307,492 | | 247,127 |
| | | |
| | | |
| Other current liabilities | 192,747 | | 104,086 |
| Total current liabilities | 1,163,862 | | 1,033,512 |
| | | |
| Tax receivable agreement (TRA) liability | 372,659 | | 394,879 |
| Long-term deferred revenue | 102,493 | | 96,635 |
| Other liabilities | 99,801 | | 39,360 |
| Total liabilities | 1,738,815 | | 1,564,386 |
| Total stockholders’ equity | 2,334,397 | | 1,628,130 |
| Total liabilities and stockholders’ equity | $ | 4,073,212 | | $ | 3,192,516 |
Schedule III
Nextpower Inc.
Unaudited condensed consolidated statements of cash flows
(In thousands)
| | | | | | | | | | | | | | | | | |
| | | Twelve-month periods ended |
| | | | | | | March 31, 2026 | | March 31, 2025 |
| Cash flows from operating activities: | | | | | | | | | |
| Net income | | | | | | | $ | 585,883 | | $ | 517,246 |
| Depreciation and amortization of intangible assets | | | | | | | 30,602 | | 13,407 |
| Changes in working capital and other, net | | | | | | | (58,039) | | | 125,141 | |
| Net cash provided by operating activities | | | | | | | 558,446 | | 655,794 |
| Cash flows from investing activities: | | | | | | | | | |
| Payment for business acquisitions, net of cash acquired | | | | | | | (117,162) | | | (144,675) | |
| Purchases of property and equipment | | | | | | | (44,812) | | | (33,921) | |
| | | | | | | | | |
| | | | | | | | | |
| Purchase of equity method investment | | | | | | | (12,177) | | | — | |
| Other investing activities | | | | | | | (8,262) | | | (7,500) | |
| Net cash used in investing activities | | | | | | | (182,413) | | | (186,096) | |
| Cash flows from financing activities: | | | | | | | | | |
| Repayment of bank borrowings | | | | | | | — | | (150,000) | |
| | | | | | | | | |
| | | | | | | | | |
| Payment of revolver issuance costs | | | | | | | (1,993) | | | (6,017) | |
| TRA payment | | | | | | | (27,427) | | | (15,520) | |
| Distribution to former non-controlling interest holder | | | | | | | (3,010) | | | (6,112) | |
| Payment of acquisition deferred purchase price | | | | | | | (14,335) | | | — | |
| | | | | | | | | |
| Repurchase of common stock | | | | | | | (395) | | | — | |
| | | | | | | | | |
| Net cash used in financing activities | | | | | | | (47,160) | | | (177,649) | |
| | | | | | | | | |
| Net increase in cash and cash equivalents | | | | | | | 328,873 | | | 292,049 | |
| Cash and cash equivalents beginning of period | | | | | | | 766,103 | | 474,054 |
| Cash and cash equivalents end of period | | | | | | | $ | 1,094,976 | | $ | 766,103 |
| | | | | | | | | | | |
| Twelve-month periods ended |
| Adjusted free cash flow | March 31, 2026 | | March 31, 2025 |
| Net cash provided by operating activities | $ | 558,446 | | | $ | 655,794 | |
| Purchases of property and equipment | (44,812) | | | (33,921) | |
| | | |
| | | |
| Adjusted free cash flow | $ | 513,634 | | | $ | 621,873 | |
Schedule IV
Nextpower Inc.
Reconciliation of GAAP to Non-GAAP financial measures
(In thousands, except percentages and per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three-month periods ended |
| March 31, 2026 | | December 31, 2025 | | March 31, 2025 |
| GAAP gross profit & margin | $ | 297,377 | | | 33.8% | | $ | 288,132 | | | 31.7% | | $ | 305,687 | | | 33.1% |
| Stock-based compensation expense | 4,530 | | | | | 4,851 | | | | | 2,582 | | | |
| Intangible amortization | 1,958 | | | | | 1,976 | | | | | 880 | | | |
| | | | | | | | | | | |
| Adjusted gross profit & margin | $ | 303,865 | | | 34.5% | | $ | 294,959 | | | 32.4% | | $ | 309,149 | | | 33.4% |
| | | | | | | | | | | |
| GAAP operating income & margin | $ | 153,586 | | | 17.4% | | $ | 176,105 | | | 19.4% | | $ | 195,307 | | | 21.1% |
| Stock-based compensation expense | 32,480 | | | | | 33,855 | | | | | 40,114 | | | |
Intangible amortization | 3,718 | | | | | 3,272 | | | | | 1,780 | | | |
| | | | | | | | | | | |
Acquisition related costs | 6,276 | | | | | 398 | | | | | 643 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Adjusted operating income & margin | $ | 196,060 | | | 22.3% | | $ | 213,630 | | | 23.5% | | $ | 237,844 | | | 25.7% |
| | | | | | | | | | | |
| GAAP net income & margin | $ | 150,603 | | | 17.1% | | $ | 131,236 | | | 14.4% | | $ | 157,814 | | | 17.1% |
| Stock-based compensation expense | 32,480 | | | | | 33,855 | | | | | 40,114 | | | |
| Intangible amortization | 3,718 | | | | | 3,272 | | | | | 1,780 | | | |
Adjustment for taxes | (32,719) | | | | | 857 | | | | | (6,980) | | | |
| | | | | | | | | | | |
| Acquisition related costs | 6,276 | | | | | 398 | | | | | 643 | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Other | 1,385 | | | | | — | | | | | — | | | |
| Adjusted net income & margin | $ | 161,743 | | | 18.4% | | $ | 169,618 | | | 18.7% | | $ | 193,371 | | | 20.9% |
| | | | | | | | | | | |
| GAAP net income & margin | $ | 150,603 | | | 17.1% | | $ | 131,236 | | | 14.4% | | $ | 157,814 | | | 17.1% |
Interest, net | (8,679) | | | | | (9,565) | | | | | (6,544) | | | |
| | | | | | | | | | | |
| Provision for income taxes | 9,032 | | | | | 49,263 | | | | | 40,848 | | | |
| Depreciation expense | 5,298 | | | | | 5,164 | | | | | 3,328 | | | |
| Intangible amortization | 3,718 | | | | | 3,272 | | | | | 1,780 | | | |
| Stock-based compensation expense | 32,480 | | | | | 33,855 | | | | | 40,114 | | | |
| | | | | | | | | | | |
| Acquisition related costs | 6,276 | | | | | 398 | | | | | 643 | | | |
| | | | | | | | | | | |
Other tax related loss, net | 1,254 | | | | | — | | | | | 4,514 | | | |
| | | | | | | | | | | |
Other | 1,817 | | | | | — | | | | | — | | | |
| Adjusted EBITDA & margin | $ | 201,799 | | | 22.9% | | $ | 213,623 | | | 23.5% | | $ | 242,497 | | | 26.2% |
| | | | | | | | | | | |
| Diluted earnings per share | | | | | | | | | | | |
| GAAP diluted earnings per share | $ | 0.97 | | | | | $ | 0.85 | | | | | $ | 1.05 | | | |
| Earnings per share attributable to Non-GAAP adjustments | 0.08 | | | | | 0.25 | | | | | 0.24 | | | |
| Adjusted diluted earnings per share | $ | 1.05 | | | | | $ | 1.10 | | | | | $ | 1.29 | | | |
| | | | | | | | | | | | |
| Diluted shares used in computing per share amounts | 154,664 | | | | | 153,921 | | | | | 149,740 | | | |
Nextpower Inc.
Reconciliation of GAAP to Non-GAAP financial measures (continued)
(In thousands, except percentages and per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Twelve-month periods ended |
| March 31, 2026 | | March 31, 2025 |
| GAAP gross profit & margin | $ | 1,160,095 | | | 32.6% | | $ | 1,008,825 | | | 34.1% |
Stock-based compensation expense | 16,696 | | | | | 11,927 | | | |
Intangible amortization | 6,742 | | | | | 2,744 | | | |
| | | | | | | |
| Adjusted gross profit & margin | $ | 1,183,533 | | | 33.3% | | $ | 1,023,496 | | | 34.6% |
| | | | | | | |
| GAAP operating income & margin | $ | 697,266 | | | 19.6% | | $ | 639,112 | | | 21.6% |
Stock-based compensation expense | 120,298 | | | | | 118,880 | | | |
Intangible amortization | 11,967 | | | | | 5,523 | | | |
| | | | | | | |
Acquisition related costs | 10,330 | | | | | 5,338 | | | |
| | | | | | | |
| | | | | | | |
| Adjusted operating income & margin | $ | 839,861 | | | 23.6% | | $ | 768,853 | | | 26.0% |
| | | | | | | |
| GAAP net income & margin | $ | 585,883 | | | 16.5% | | $ | 517,246 | | | 17.5% |
Stock-based compensation expense | 120,298 | | | | | 118,880 | | | |
Intangible amortization | 11,967 | | | | | 5,523 | | | |
Adjustment for taxes | (42,411) | | | | | (16,348) | | | |
| | | | | | | |
Acquisition related costs | 10,330 | | | | | 5,338 | | | |
| | | | | | | |
| | | | | | | |
Other | 1,385 | | | | | — | | | |
| Adjusted net income & margin | $ | 687,452 | | | 19.3% | | $ | 630,639 | | | 21.3% |
| | | | | | | |
| GAAP net income & margin | $ | 585,883 | | | 16.5% | | $ | 517,246 | | | 17.5% |
Interest, net | (29,526) | | | | | (9,246) | | | |
Debt extinguishment cost | 5,121 | | | | | — | | | |
| Provision for income taxes | 127,943 | | | | | 130,770 | | | |
| Depreciation expense | 18,635 | | | | | 7,884 | | | |
| Intangible amortization | 11,967 | | | | | 5,523 | | | |
| Stock-based compensation expense | 120,298 | | | | | 118,880 | | | |
| | | | | | | |
Acquisition related costs | 10,330 | | | | | 5,338 | | | |
| | | | | | | |
Other tax related loss, net | 1,254 | | | | | 101 | | | |
| | | | | | | |
Other | 1,817 | | | | | — | | | |
Adjusted EBITDA & margin | $ | 853,722 | | | 24.0% | | $ | 776,496 | | | 26.2% |
| | | | | | | |
| Diluted earnings per share | | | | | | | |
| GAAP diluted earnings per share | $ | 3.84 | | | | | $ | 3.47 | | | |
| Earnings per share attributable to Non-GAAP adjustments | 0.66 | | | | | 0.75 | | | |
| Adjusted diluted earnings per share | $ | 4.50 | | | | | $ | 4.22 | | | |
| | | | | | | |
| Diluted shares used in computing per share amounts | 152,710 | | | | | 149,276 | | | |
See the accompanying notes on Schedule V attached to this press release
Schedule V
Nextpower Inc.
Notes
To supplement Nextpower’s unaudited selected financial data presented consistent with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures that exclude certain charges and gains, including adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), adjusted EBITDA margin, adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted operating margin, adjusted net income, adjusted net income margin, adjusted diluted earnings per share, and adjusted free cash flow. These supplemental measures exclude certain legal and other charges, stock-based compensation expense and intangible amortization, other discrete events as applicable and the related tax effects. These non-GAAP measures are not in accordance with or an alternative for GAAP and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all the amounts associated with Nextpower’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Nextpower’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of the Company’s performance.
In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of the Company’s operating performance on a period-to-period basis because such items are not, in our view, related to the Company’s ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, for calculating return on investment, and for benchmarking performance externally against competitors. In addition, management’s incentive compensation is determined using certain non-GAAP measures. Since we find these measures to be useful, we believe that investors benefit from seeing results “through the eyes” of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:
•the ability to make more meaningful period-to-period comparisons of the Company’s ongoing operating results;
•the ability to better identify trends in the Company’s underlying business and perform related trend analysis;
•a better understanding of how management plans and measures the Company’s underlying business; and
•an easier way to compare the Company’s operating results against analyst financial models and operating results of competitors that supplement their GAAP results with non-GAAP financial measures.
The following are explanations of each of the adjustments that we incorporate into non-GAAP measures, as well as the reasons for excluding each of these individual items in the reconciliations of these non-GAAP financial measures:
Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share unit and stock option awards granted to employees. The Company believes that the exclusion of these charges provides for more accurate comparisons of its operating results to peer companies due to the varying available valuation methodologies, subjective assumptions, and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact stock-based compensation expense has on its operating results.
Intangible amortization consists primarily of non-cash charges that can be impacted by, among other things, the timing and magnitude of acquisitions. The Company considers its operating results without these charges when evaluating its ongoing performance and forecasting its earnings trends, and therefore excludes such charges when presenting non-GAAP financial measures. The Company believes that the assessment of its operations excluding these costs is relevant to its assessment of internal operations and comparisons to the performance of its competitors.
Acquisition costs consist primarily of nonrecurring transaction costs, including integration and diligence activities on new and potential business acquisitions.
Adjustment for taxes relates to the tax effects of the various adjustments that we incorporate into non-GAAP measures to provide a more meaningful measure on non-GAAP net income and certain adjustments related to non-recurring settlements of tax contingencies or other non-recurring tax charges, when applicable.
Debt extinguishment cost consists of nonrecurring costs for the termination of our prior credit agreement related to the revolver credit facilities originally entered into on February 13, 2023.
Other includes an immaterial amount of non-cash equity in loss for the Nextpower Arabia joint venture which is accounted for under the equity method investment accounting.
