Were Howard Wenger’s Nextpower (NXT) share transactions discretionary trades?

The filing states Wenger’s transactions were not discretionary trades. A footnote explains the shares were sold under a mandatory "sell-to-cover" policy to satisfy tax withholding on PSU vesting, executed pursuant to a Rule 10b5-1 plan and the company’s equity incentive plan.

How many Nextpower (NXT) shares were involved in Howard Wenger’s tax-related transactions?

The filing shows 80,512 Nextpower common shares involved in tax-related transactions. One entry covered 41,024 shares at $115.82 per share, and another covered 39,488 shares at $120.32 per share, both categorized as J-code "other" restructuring events.

Nextpower (NXT) president logs 80,512 tax sell-to-cover shares, retains 403,668

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nextpower Inc. director and president Howard Wenger reported mandated tax-related share transactions tied to equity awards. The filing shows two J-code "other" transactions involving a total of 80,512 shares of common stock, described as required "sell-to-cover" sales to satisfy tax withholding obligations upon vesting and conversion of PSUs.

The footnote explains these sales were carried out under Nextpower’s sell-to-cover policy adopted under Rule 10b5-1 and its equity incentive plan, and do not represent discretionary trades by Wenger. Following these transactions, he holds 403,668 shares of common stock directly.

Insider Trade Summary 10b5-1

2 transactions reported

Mixed 2 txns

Insider Wenger Howard

Role President

Type	Security	Shares	Price	Value
Other	Common Stock	41,024	$115.82	$4.75M
Other	Common Stock	39,488	$120.32	$4.75M

Holdings After Transaction: Common Stock — 403,668 shares (Direct, null)

Footnotes (1)

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Key Figures

First J-code transaction size: 41,024 shares at $115.82 Second J-code transaction size: 39,488 shares at $120.32 Total restructuring shares: 80,512 shares +1 more

4 metrics

First J-code transaction size 41,024 shares at $115.82 Common Stock, transaction dated 2026-04-28

Second J-code transaction size 39,488 shares at $120.32 Common Stock, transaction dated 2026-04-27

Total restructuring shares 80,512 shares Classified as restructuring in transaction summary

Shares held after transactions 403,668 shares Direct common stock ownership following 2026-04-28 transaction

Key Terms

sell-to-cover, Rule 10b5-1, equity incentive plan, PSUs, +1 more

5 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.

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

"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"

Form 4 Insider Transactions: What Each Field Means →

04/28/2026 - 09:05 PM

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).

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2026		J⁽¹⁾		39,488⁽¹⁾	D	$120.32	444,692	D
Common Stock	04/28/2026		J⁽¹⁾		41,024⁽¹⁾	D	$115.82	403,668	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Howard Wenger	04/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nextpower Inc. (NXT) disclose for Howard Wenger?

Nextpower reported two non-discretionary share transactions for president Howard Wenger. They involved 80,512 common shares in total, executed as J-code "other" transactions linked to equity award vesting and tax withholding, rather than open-market buying or selling.

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

After the reported transactions, Howard Wenger directly holds 403,668 Nextpower shares. This post-transaction balance reflects his remaining direct common stock ownership after the mandatory sell-to-cover trades associated with performance stock unit vesting and related tax withholding.

What is a "sell-to-cover" policy as used in the Nextpower (NXT) filing?

In this context, a sell-to-cover policy requires selling shares to pay taxes. When PSUs vest and convert to stock, a portion of shares is automatically sold to cover tax withholding obligations, under rules set by the company’s equity incentive plan.

What role does Rule 10b5-1 play in Howard Wenger’s Nextpower (NXT) transactions?

The footnote states the sell-to-cover transactions were made under a Rule 10b5-1 plan. Such plans pre-establish trading instructions, meaning the timing and execution of these tax-related sales were pre-arranged rather than decided by Wenger at his discretion.