Were the recent NXT insider share sales by Bennett discretionary trades?

No. The NXT insider sales by Bennett were not discretionary. The filing states the shares were required to be sold under a "sell-to-cover" policy to satisfy tax withholding on PSU vesting, pursuant to a Rule 10b5-1 plan and the company’s equity incentive plan.

Nextpower (NXT) CAO executes mandated sell-to-cover stock sales for PSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nextpower Inc. Chief Accounting Officer Bennett David P reported two mandated tax-related stock sales tied to vesting performance stock units. On April 27, 2026, 32,908 shares of common stock at $120.32 per share were sold in a "sell-to-cover" transaction to satisfy tax withholding obligations. On April 28, 2026, a further 34,185 shares at $115.82 per share were sold for the same purpose. These sales were carried out under Nextpower’s Rule 10b5-1 "sell-to-cover" policy and are described as non-discretionary for the officer. Following the most recent transaction, Bennett directly holds 126,482 shares of Nextpower common stock.

Insider Trade Summary 10b5-1

2 transactions reported

Mixed 2 txns

Insider Bennett David P

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Other	Common Stock	34,185	$115.82	$3.96M
Other	Common Stock	32,908	$120.32	$3.96M

Holdings After Transaction: Common Stock — 126,482 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold April 27, 2026: 32,908 shares Price per share April 27, 2026: $120.32/share Shares sold April 28, 2026: 34,185 shares +3 more

6 metrics

Shares sold April 27, 2026 32,908 shares Sell-to-cover transaction at $120.32 per share

Price per share April 27, 2026 $120.32/share Sell-to-cover for tax withholding

Shares sold April 28, 2026 34,185 shares Sell-to-cover transaction at $115.82 per share

Price per share April 28, 2026 $115.82/share Sell-to-cover for tax withholding

Total sell-to-cover shares 67,093 shares Mandated sales to satisfy tax withholding

Shares owned after transactions 126,482 shares Direct NXT common stock holdings after April 28, 2026

Key Terms

sell-to-cover, Rule 10b5-1, equity incentive plan, PSUs

4 terms

sell-to-cover financial

"Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

Rule 10b5-1 regulatory

"policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

equity incentive plan financial

"under its equity incentive plan, and do not represent discretionary trades"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

PSUs financial

"in connection with the vesting and conversion of PSUs"

PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 09:03 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bennett David P

(Last)

(First)

(Middle)

C/O NEXTPOWER INC.

6200 PASEO PADRE PARKWAY

(Street)

FREMONT

CALIFORNIA

94555

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nextpower Inc. [ NXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2026		J⁽¹⁾		32,908⁽¹⁾	D	$120.32	160,667	D
Common Stock	04/28/2026		J⁽¹⁾		34,185⁽¹⁾	D	$115.82	126,482	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of PSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person.

	/s/ Philip Reuther, as attorney-in-fact for David P. Bennett	04/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nextpower (NXT) disclose for Bennett David P?

Nextpower (NXT) disclosed two mandated stock sales by Chief Accounting Officer Bennett David P. These involved 32,908 shares on April 27, 2026, and 34,185 shares on April 28, 2026, executed solely to cover tax withholding from vesting performance stock units.

How many Nextpower (NXT) shares did Bennett sell to cover taxes?

Bennett sold a total of 67,093 Nextpower (NXT) shares to cover taxes. The Form 4 shows 32,908 shares sold on April 27, 2026, and 34,185 shares sold on April 28, 2026, as part of mandated sell-to-cover transactions for tax withholding.

What prices were received in Bennett’s recent NXT sell-to-cover transactions?

The filing reports two different sale prices for NXT shares. On April 27, 2026, shares were sold at approximately $120.32 each. On April 28, 2026, additional shares were sold at approximately $115.82 each, both in connection with tax-related sell-to-cover transactions.

How many Nextpower (NXT) shares does Bennett own after these transactions?

After the April 28, 2026 transaction, Bennett directly owns 126,482 NXT shares. This post-transaction holding figure in the Form 4 reflects his remaining direct common stock position following the mandated sell-to-cover sales tied to performance stock unit vesting.

What is a sell-to-cover transaction in the context of NXT’s Form 4?

In this NXT Form 4, a sell-to-cover transaction means shares are sold automatically to pay tax withholding on vesting equity awards. The company’s Rule 10b5-1 policy mandates these sales, so the officer does not choose the timing or amount beyond the tax requirement.