Nextpower (NXT) COO has 6,497 shares sold in Rule 10b5-1 tax sell-to-cover

Rhea-AI Filing Summary

Nextpower Inc. Chief Operating Officer Nicholas Marco Miller reported a mandated tax-related share sale tied to restricted stock vesting. The filing shows 6,497 shares of common stock were sold at an average price of $125.81 per share to satisfy tax withholding obligations from RSU vesting under the company’s sell-to-cover policy, which operates pursuant to Rule 10b5-1. After this transaction, Miller directly holds 215,036 shares of Nextpower common stock. The company states these sales do not represent discretionary trades by Miller.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider Miller Nicholas Marco

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Common Stock	6,497	$125.81	$817K

Holdings After Transaction: Common Stock — 215,036 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold in sell-to-cover: 6,497 shares Average sale price: $125.81 per share Shares held after transaction: 215,036 shares +2 more

5 metrics

Shares sold in sell-to-cover 6,497 shares Mandatory tax-related sale for RSU vesting

Average sale price $125.81 per share Price for 6,497 common shares

Shares held after transaction 215,036 shares Direct holdings after Form 4 transaction

Restructuring shares 6,497 shares Classified as restructuring-type other transaction

Net buy/sell direction neutral (0 shares net) Aggregate directional summary in filing data

Key Terms

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

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.

RSUs financial

"tax withholding obligations in connection with the vesting and conversion of RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

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.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Miller Nicholas Marco

(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 Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/22/2026		J(1)		6,497(1)	D	$125.81	215,036	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 RSUs. 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 Nicholas Marco Miller	05/26/2026
	** 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)

FAQ

What insider transaction did Nextpower Inc. (NXT) report for Nicholas Marco Miller?

Nextpower Inc. reported that COO Nicholas Marco Miller had 6,497 shares sold in a mandated sell-to-cover transaction. The sales were executed to satisfy tax withholding obligations from vesting RSUs, rather than representing a discretionary decision to trade company stock.

How many Nextpower (NXT) shares does Nicholas Marco Miller hold after this Form 4?

Following the reported transaction, Nicholas Marco Miller directly holds 215,036 shares of Nextpower common stock. This figure comes after 6,497 shares were sold to cover tax obligations related to RSU vesting under the company’s equity incentive and sell-to-cover programs.

Was the Nextpower (NXT) insider transaction by Nicholas Marco Miller discretionary?

The transaction was not discretionary. The footnote explains the 6,497 shares were required to be sold under a company sell-to-cover policy to meet tax withholding needs from RSU vesting, implemented pursuant to Rule 10b5-1 and the firm’s equity incentive plan.

What price was received for the Nextpower (NXT) shares in Miller’s sell-to-cover transaction?

The shares in the sell-to-cover transaction were sold at an average price of $125.81 per share. This price applied to the 6,497 common shares sold to satisfy tax withholding obligations triggered by the vesting and conversion of restricted stock units (RSUs).

How is the Form 4 transaction for Nextpower (NXT) classified under SEC codes?

The Form 4 lists the transaction with code J, described as an “Other acquisition or disposition.” A footnote clarifies it reflects mandatory sell-to-cover sales for tax withholding on RSU vesting, rather than a typical open-market purchase or sale decision by the executive.

What role does Rule 10b5-1 play in the Nextpower (NXT) insider transaction?

The filing notes that the sell-to-cover sales occurred under a policy adopted pursuant to Rule 10b5-1. This rule allows pre-arranged trading plans, so the tax-related share sales follow a set framework instead of being timed discretionary trades by the reporting executive.