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Nextpower (NXT) legal chief reports 53,675 mandated sell-to-cover share sales

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nextpower Inc. Chief Legal & Compliance Officer Bruce Ledesma reported mandated share sales tied to tax withholding. On April 27, 26,326 shares of common stock were sold at $120.32 per share, leaving 219,554 shares held. On April 28, 27,349 shares were sold at $115.82 per share, leaving 192,205 shares held directly.

According to the footnote, these transactions reflect shares required to be sold under a "sell-to-cover" policy to satisfy tax obligations from the vesting and conversion of PSUs. The policy was adopted under Rule 10b5-1 and the equity incentive plan, so the trades were not discretionary.

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Insider LEDESMA BRUCE
Role Chief Legal & Compliance Ofc
Type Security Shares Price Value
Other Common Stock 27,349 $115.82 $3.17M
Other Common Stock 26,326 $120.32 $3.17M
Holdings After Transaction: Common Stock — 192,205 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Shares sold 2026-04-27 26,326 shares at $120.32 Mandated sell-to-cover transaction for tax withholding
Shares sold 2026-04-28 27,349 shares at $115.82 Mandated sell-to-cover transaction for tax withholding
Total restructuring shares 53,675 shares Total shares involved in two J-code restructuring transactions
Shares held after latest transaction 192,205 shares Direct common stock ownership after April 28, 2026 transaction
Shares held after earlier transaction 219,554 shares Direct common stock ownership after April 27, 2026 transaction
sell-to-cover financial
"Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations"
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
"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"
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
"pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan"
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.
tax withholding obligations financial
"in order to satisfy the tax withholding obligations in connection with the vesting and conversion of PSUs"
SEC Form 4
FORM 4UNITED 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*
LEDESMA BRUCE

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal & Compliance Ofc
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/27/2026J(1)26,326(1)D$120.32219,554D
Common Stock04/28/2026J(1)27,349(1)D$115.82192,205D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 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 Bruce Ledesma04/28/2026
** Signature of Reporting PersonDate
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 did Nextpower Inc. (NXT) disclose in Bruce Ledesma’s latest Form 4?

Nextpower Inc. reported that Chief Legal & Compliance Officer Bruce Ledesma completed two mandated share sales to cover tax withholding from PSU vesting. These transactions were executed under a pre-established sell-to-cover policy and are not considered discretionary trading decisions by the insider.

At what prices were Bruce Ledesma’s Nextpower (NXT) shares sold?

The filing reports mandated sales at $120.32 per share for 26,326 shares and $115.82 per share for 27,349 shares. These prices reflect the execution levels for the sell-to-cover transactions used to fund tax withholding from PSU vesting events.

How many Nextpower (NXT) shares does Bruce Ledesma hold after these Form 4 transactions?

After the April 28 transaction, Bruce Ledesma directly holds 192,205 shares of Nextpower common stock. This figure reflects his remaining direct ownership following the two required sell-to-cover sales executed to meet tax obligations from PSU vesting and conversion.

Were Bruce Ledesma’s recent Nextpower (NXT) share sales discretionary trades?

No. The footnote explains these sales were mandated by Nextpower’s sell-to-cover policy adopted under Rule 10b5-1. They were executed solely to satisfy tax withholding on PSU vesting and do not represent discretionary buy-or-sell decisions by the reporting person.

What is the purpose of the sell-to-cover policy described in Nextpower’s Form 4 for NXT?

The sell-to-cover policy requires selling enough shares when PSUs vest to pay related tax withholding obligations. For Bruce Ledesma, this meant automatic sales of specific share amounts, carried out under a Rule 10b5-1 framework and the company’s equity incentive plan.