Was the Nextpower (NXT) CEO’s 26,077-share sale discretionary?

The 26,077-share sale was not discretionary. It was executed under a pre-arranged Rule 10b5-1 trading plan and mandated by Nextpower’s sell-to-cover policy to satisfy tax withholding obligations from RSU vesting and conversion.

What is the nature of the 19,740-share transaction in Nextpower (NXT) stock?

The 19,740-share transaction is coded “J” on the Form 4, described as “other acquisition or disposition.” It occurred at $129.38 per share on May 26, 2026, and is categorized as a non-derivative transaction rather than a standard open-market buy or sell.

How are RSU-related tax obligations handled for Nextpower (NXT) executives?

For Nextpower executives, shares may be sold in a “sell-to-cover” transaction to satisfy tax withholding obligations when RSUs vest and convert. These sales are mandated by the company’s sell-to-cover policy adopted under its equity incentive plan and Rule 10b5-1.

Nextpower (NXT) CEO sells 26,077 shares under Rule 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Nextpower Inc. Chief Executive Officer Daniel S. Shugar reported selling 26,077 shares of common stock on May 26, 2026 at $134.72 per share in an open-market transaction. The sale was executed under a pre-arranged Rule 10b5-1 trading plan and tied to tax withholding from RSU vesting under the company’s sell-to-cover policy.

On the same date, a separate 19,740-share transaction classified as “other acquisition or disposition” occurred at $129.38 per share. Following these transactions, Shugar holds 931,419 shares directly and 18,104 shares indirectly through the Kathleen and Daniel Shugar Family Trust.

Insider Trade Summary 10b5-1

Net Seller: 26,077 shares ($3,513,093)

Net Sell 3 txns

Insider SHUGAR DANIEL S

Role Chief Executive Officer

Sold 26,077 shs ($3.51M)

Type	Security	Shares	Price	Value
Sale	Common Stock	26,077	$134.72	$3.51M
Other	Common Stock	19,740	$129.38	$2.55M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 931,419 shares (Direct, null); Common Stock — 18,104 shares (Indirect, By Trust)

Footnotes (1)

The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 3, 2025. 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. Reflects shares indirectly beneficially owned by the Reporting Person through the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007.

Key Figures

Open-market sale shares: 26,077 shares at $134.72 Other transaction shares: 19,740 shares at $129.38 Direct holdings after transactions: 931,419 shares +1 more

4 metrics

Open-market sale shares 26,077 shares at $134.72 Common Stock sale on May 26, 2026

Other transaction shares 19,740 shares at $129.38 Code J non-derivative transaction on May 26, 2026

Direct holdings after transactions 931,419 shares Common Stock directly owned after May 26, 2026

Indirect trust holdings 18,104 shares Indirectly owned via Kathleen and Daniel Shugar Family Trust

Key Terms

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

5 terms

Rule 10b5-1 trading plan regulatory

"sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

sell-to-cover financial

"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.

RSUs financial

"tax withholding obligations in connection with the vesting and conversion of RSUs"

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.

equity incentive plan financial

"mandated by the Issuer's "sell-to-cover" policy adopted ... 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.

indirectly beneficially owned financial

"Reflects shares indirectly beneficially owned by the Reporting Person through the Kathleen and Daniel Shugar Family Trust"

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 07:54 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^*

SHUGAR DANIEL S

(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)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		S⁽¹⁾		26,077⁽¹⁾	D	$134.72	931,419	D
Common Stock	05/26/2026		J⁽²⁾		19,740⁽²⁾	D	$129.38	911,679	D
Common Stock								18,104⁽³⁾	I⁽³⁾	By Trust⁽³⁾

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. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 3, 2025.

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.

3. Reflects shares indirectly beneficially owned by the Reporting Person through the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007.

	/s/ Philip Reuther, as attorney-in-fact for Daniel Shugar	05/27/2026
	** 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 (NXT) report for CEO Daniel Shugar?

Nextpower CEO Daniel Shugar reported an open-market sale of 26,077 common shares at $134.72 each and a separate 19,740-share transaction classified as “other acquisition or disposition,” both dated May 26, 2026, according to the Form 4 filing.

How many Nextpower (NXT) shares does the CEO hold after these transactions?

After the reported transactions, CEO Daniel Shugar holds 931,419 Nextpower common shares directly and 18,104 shares indirectly through the Kathleen and Daniel Shugar Family Trust, as disclosed in the Form 4 filing’s ownership details.