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Nextpower (NXT) president’s RSUs vest, mandated sell-to-cover tax trades follow

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

Rhea-AI Filing Summary

Nextpower Inc. President and director Howard Wenger reported compensation-related equity activity involving restricted stock units (RSUs). On June 18, 2026, 30,488 RSUs vested and were converted into 30,488 shares of common stock on a one-for-one basis at an exercise price of $0.00 per share.

According to the disclosure, a portion of the resulting shares was required to be sold in a mandated “sell-to-cover” transaction to satisfy tax withholding obligations under the company’s policy adopted pursuant to Rule 10b5-1, meaning these sales were not discretionary trades. After subsequent restructuring activity totaling 16,041 shares on June 22, 2026, Wenger directly held 431,044 shares of Nextpower common stock.

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Insider Wenger Howard
Role President
Type Security Shares Price Value
Other Common Stock 16,041 $128.38 $2.06M
Exercise Restricted Stock Units 30,488 $0.00 --
Exercise Common Stock 30,488 $0.00 --
Holdings After Transaction: Common Stock — 431,044 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null)
Footnotes (1)
  1. Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on June 21, 2023, into shares of the Issuer's common stock, on a one-for-one basis. 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.
RSUs vested and converted 30,488 shares Restricted stock units converted to common stock on June 18, 2026
RSU exercise price $0.00 per share Conversion of RSUs into common stock
Restructuring-related shares 16,041 shares Other acquisition or disposition coded as restructuring on June 22, 2026
Shares held after transactions 431,044 shares Direct common stock ownership following June 22, 2026 activity
Common stock transaction reference price $128.38 per share Price associated with 16,041-share restructuring entry
Restricted Stock Units financial
"Reflects the vesting and conversion of restricted stock units ("RSUs")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
RSUs financial
"conversion of restricted stock units ("RSUs") into shares of common stock"
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.
sell-to-cover financial
"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.
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Form 4 Insider Transactions: What Each Field Means →
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*
Wenger Howard
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026		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 Stock06/18/2026M30,488(1)A(1)447,085D
Common Stock06/22/2026J(2)16,041(2)D$128.38431,044D
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
Restricted Stock Units(1)06/18/2026M30,488(1) (1) (1)Common Stock30,488(1)0D
Explanation of Responses:
1. Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on June 21, 2023, into shares of the Issuer's common stock, on a one-for-one basis.
2. 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 Howard Wenger06/23/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nextpower (NXT) President Howard Wenger report?

Howard Wenger reported the vesting and conversion of 30,488 restricted stock units into common shares, plus a related restructuring involving 16,041 shares. These events were tied to compensation and tax withholding, not open-market buying or discretionary selling activity.

How many Nextpower (NXT) shares did Howard Wenger acquire through RSU vesting?

Wenger acquired 30,488 Nextpower common shares through the vesting and conversion of previously granted RSUs on June 18, 2026. Each RSU converted into one share at a zero exercise price, reflecting equity compensation rather than a cash purchase of stock in the market.

Why were some of Howard Wenger’s Nextpower (NXT) shares sold in a sell-to-cover transaction?

A portion of Wenger’s shares was sold automatically to cover tax withholding obligations triggered by RSU vesting. The company’s Rule 10b5-1 “sell-to-cover” policy mandates these sales, so they occur mechanically under the equity incentive plan rather than as discretionary trading decisions.

How many Nextpower (NXT) shares does Howard Wenger hold after these Form 4 transactions?

Following the RSU conversion and subsequent restructuring transaction, Wenger directly holds 431,044 shares of Nextpower common stock. This total reflects his position after 30,488 RSUs vested into shares and 16,041 shares were involved in the non-discretionary, tax-related restructuring activity.

Were Howard Wenger’s recent Nextpower (NXT) transactions open-market buys or sales?

The filing shows no open-market purchases or discretionary sales. Activity consisted of RSU vesting and conversion into 30,488 common shares, plus mandated sell-to-cover tax sales under a Rule 10b5-1 policy. These are compensation and tax events, not typical market trading decisions.

What does the Rule 10b5-1 reference in Nextpower (NXT) President Wenger’s Form 4 mean?

Rule 10b5-1 allows pre-arranged trading plans that execute automatically under set conditions. Here, Nextpower’s policy requires automatic sell-to-cover transactions for tax withholding on RSU vesting, so related share sales follow a predetermined framework rather than Wenger’s day-to-day trading choices.