Nextpower (NXT) COO nets PSU shares after mandated tax sell-to-cover
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nextpower Inc. Chief Operating Officer Nicholas Marco Miller reported equity compensation and related tax transactions in company stock. He received 57,165 shares of common stock at $0.00 per share from performance stock units earned for a performance period running from April 1, 2023 to March 31, 2026, following the Board’s certification of the rTSR modifier metric.
Each earned performance stock unit converts into one share of common stock when vesting conditions are met. In a separate non‑discretionary sell‑to‑cover transaction mandated by the company’s Rule 10b5‑1 “sell‑to‑cover” policy, 19,606 shares were sold at $121.25 per share to satisfy tax withholding obligations. After these transactions, Miller directly holds 206,613 shares of Nextpower common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
2 transactions reported
Mixed
2 txns
Insider
Miller Nicholas Marco
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 19,606 | $121.25 | $2.38M |
| Grant/Award | Common Stock | 57,165 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 206,613 shares (Direct, null)
Footnotes (1)
- 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. The Reporting Person previously reported on a Form 4 filed with the SEC on May 22, 2024 the acquisition of 57,165 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 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. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions. 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.
Key Figures
PSU share award: 57,165 shares
Sell-to-cover shares: 19,606 shares
Sell-to-cover price: $121.25 per share
+2 more
5 metrics
PSU share award
57,165 shares
Common stock from earned performance stock units on April 22, 2026
Sell-to-cover shares
19,606 shares
Non-discretionary sell-to-cover transaction on April 24, 2026
Sell-to-cover price
$121.25 per share
Price for 19,606 shares in tax withholding sale
Post-transaction holdings
206,613 shares
Common stock directly held after reported transactions
Initial PSU certification period
April 1, 2023–March 31, 2026
Performance period for rTSR modifier metric affecting PSUs
Key Terms
performance stock units, rTSR modifier, Minimum PSU Amount, sell-to-cover, +2 more
6 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
"the level of achievement of the rTSR modifier performance metric for the performance period..."
Minimum PSU Amount financial
"which was the minimum amount of PSUs that were eligible to be earned..."
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
"mandated by the Issuer's "sell-to-cover" policy adopted ... 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.
FAQ
What did Nextpower (NXT) COO Nicholas Marco Miller report in this Form 4?
He reported an equity award and related tax transaction. Miller received 57,165 shares from earned performance stock units, then 19,606 shares were sold in a mandated sell-to-cover trade for taxes, leaving him with 206,613 shares directly held.
What is the rTSR modifier mentioned in the Nextpower (NXT) Form 4 footnotes?
The rTSR modifier is a performance metric based on relative total shareholder return. For this award, the Board certified rTSR modifier results for the period April 1, 2023 to March 31, 2026, which determined additional performance stock units earned beyond a minimum guaranteed amount.
What are performance stock units (PSUs) in the context of Nextpower (NXT)?
Performance stock units are equity awards that convert into shares if performance goals are achieved. For this grant, each earned PSU entitles the holder to one share of Nextpower common stock once the specified performance and vesting conditions, including rTSR and employment, are satisfied.