Nextpower CEO gets stock units, tax sell-to-cover
Nextpower Inc. Chief Executive Officer Daniel S. Shugar reported equity compensation changes tied to a performance stock unit (PSU) award.
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Form Type
4
Rhea-AI Filing Summary
Nextpower Inc. Chief Executive Officer Daniel S. Shugar reported equity compensation changes tied to a performance stock unit (PSU) award. He acquired 214,368 shares of common stock at no cost as additional PSUs earned after the Board certified relative total shareholder return performance for the April 2023–March 2026 period.
To cover tax withholding on the PSU vesting, 73,477 shares were sold in a mandated “sell-to-cover” transaction under a Rule 10b5-1 policy, meaning these were not discretionary market trades. Following these transactions, Shugar holds 887,230 shares directly and 18,104 shares indirectly through a family trust.
Insider Trade Summary 10b5-1
3 transactions reported
Mixed
3 txns
Insider
SHUGAR DANIEL S
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 73,477 | $121.25 | $8.91M |
| Grant/Award | Common Stock | 214,368 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 887,230 shares (Direct);
Common Stock — 18,104 shares (Indirect, By Trust)
Footnotes (6)
- F1. Reflects an award of performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, that were earned upon the final certification by the Board of Directors of the Issuer (the "Board") on April 22, 2026, of the level of achievement of the rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026.
- F2. The Reporting Person previously reported on a Form 4 filed with the SEC on May 22, 2024 the acquisition of 214,368 PSUs as initially earned pursuant to this award based on achievement of the applicable financial metrics for the performance period from April 1, 2023 to March 31, 2024. Such number of PSUs reported on such Form 4 reflected 75% of the number of PSUs initially earned, which was the minimum amount of PSUs that were eligible to be earned and eligible to vest at the end of the three-year performance period, regardless of the level of achievement of the rTSR modifier performance metric (the "Minimum PSU Amount"), subject generally to continued employment through the vesting date.
- F3. The number of PSUs reported herein reflects the additional number of PSUs in excess of the Minimum PSU Amount earned upon certification of the Board of the level of achievement of the rTSR modifier performance metric applicable to such award.
- F4. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
- F5. 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.
- F6. Reflects shares indirectly beneficially owned by the Reporting Person through the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007.
Key Figures
PSU shares acquired: 214,368 shares
Sell-to-cover shares: 73,477 shares
Sell-to-cover price: $121.25 per share
+3 more
6 metrics
PSU shares acquired
214,368 shares
Common stock from earned performance stock units
Sell-to-cover shares
73,477 shares
Shares sold to satisfy tax withholding
Sell-to-cover price
$121.25 per share
Price for mandated tax-related sales
Direct holdings after
887,230 shares
Direct ownership following reported transactions
Indirect holdings after
18,104 shares
Held via Kathleen and Daniel Shugar Family Trust
Performance period
April 1, 2023–March 31, 2026
rTSR modifier period for PSU award
Key Terms
performance stock units, rTSR modifier, sell-to-cover, Rule 10b5-1, +1 more
5 terms
performance stock units financial
"Reflects an award of performance stock units ("PSUs"), originally granted"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
rTSR modifier financial
"achievement of the rTSR modifier performance metric for the performance period"
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
"its authority under its equity incentive plan, and do not represent"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transactions did Nextpower (NXT) report for CEO Daniel Shugar?
Nextpower reported that CEO Daniel Shugar received 214,368 common shares from earned performance stock units and had 73,477 shares sold to cover tax withholding on the vesting. After these moves, he holds 887,230 shares directly and 18,104 shares indirectly via a family trust.
How are performance stock units (PSUs) structured in this Nextpower (NXT) award?
Each earned PSU entitles Daniel Shugar to one share of Nextpower common stock upon vesting. The award’s final payout depended on financial metrics and an rTSR modifier over an April 2023–March 2026 performance period, with the Board certifying the final achievement level on April 22, 2026.
What does the rTSR modifier mean in Nextpower (NXT)’s PSU award?
The rTSR modifier ties PSU payouts to Nextpower’s relative total shareholder return over a set period. In this case, the Board certified achievement of the rTSR metric for April 1, 2023 to March 31, 2026, which determined the additional PSUs Daniel Shugar ultimately earned beyond a minimum amount.
AI-generated analysis. How Rhea-AI works. Not financial advice.
