Nextpower Inc. (NXT) legal chief sees RSUs vest, triggers tax sell-to-cover

Rhea-AI Filing Summary

Nextpower Inc. Chief Legal & Compliance Officer Bruce Ledesma reported equity compensation activity involving restricted stock units. On June 18, 2026, 20,326 RSUs vested and converted into the same number of common shares on a one-for-one basis. As part of this vesting, 10,436 shares were sold in a mandatory sell-to-cover transaction to satisfy tax withholding obligations under the company’s Rule 10b5-1 sell-to-cover policy, meaning these were not discretionary trades. Following these transactions and subsequent adjustments, Ledesma held 249,439 shares of Nextpower common stock directly.

Insights

Equity compensation analyst

Routine RSU vesting with mandated tax sell-to-cover; neutral signal.

Bruce Ledesma’s Form 4 primarily reflects RSU vesting and conversion into 20,326 common shares, a standard equity compensation event. The derivative RSU position was fully converted, leaving no remaining RSUs from that specific grant in this filing.

The filing notes 10,436 shares were sold to cover tax withholding obligations under a pre-established Rule 10b5-1 sell-to-cover policy, so the disposition is mechanistic rather than a discretionary sale. After all movements, Ledesma directly holds 249,439 shares, indicating a substantial continuing stake.

Because the activity is compensation-related and tax-driven, without open‑market buying or selling, it typically carries limited informational value about management’s view of Nextpower’s prospects. Future company filings may describe additional equity awards or vesting events as they occur.

Insider Trade Summary 10b5-1

20,326 shares exercised/converted

Mixed 3 txns

Insider LEDESMA BRUCE

Role Chief Legal & Compliance Ofc

Type	Security	Shares	Price	Value
Other	Common Stock	10,436	$128.38	$1.34M
Exercise	Restricted Stock Units	20,326	$0.00	--
Exercise	Common Stock	20,326	$0.00	--

Holdings After Transaction: Common Stock — 249,439 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.

Key Figures

RSUs vested and converted: 20,326 shares Sell-to-cover shares: 10,436 shares Post-transaction holdings: 249,439 shares +2 more

5 metrics

RSUs vested and converted 20,326 shares Restricted stock units converted to common stock on June 18, 2026

Sell-to-cover shares 10,436 shares Shares sold to satisfy tax withholding obligations

Post-transaction holdings 249,439 shares Common stock directly held after reported transactions

Exercise transactions 1 transaction, 20,326 shares Derivative exercise/conversion of RSUs into common stock

Restructuring-related shares 10,436 shares Classified as other acquisition or disposition (code J)

Key Terms

Restricted Stock Units, sell-to-cover, Rule 10b5-1, equity incentive plan

4 terms

Restricted Stock Units financial

"Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted"

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.

sell-to-cover financial

"Reflects the number of 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.

Rule 10b5-1 regulatory

"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"

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.

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

LEDESMA BRUCE

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal & Compliance Ofc

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2026		M		20,326(1)	A	(1)	259,875	D
Common Stock	06/22/2026		J(2)		10,436(2)	D	$128.38	249,439	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/18/2026		M			20,326(1)	(1)	(1)	Common Stock	20,326	(1)	0	D

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 Bruce Ledesma	06/23/2026
	** 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)

FAQ

What insider transactions did Nextpower Inc. (NXT) report for Bruce Ledesma?

Nextpower reported Bruce Ledesma’s RSU vesting into 20,326 common shares and a related sell-to-cover tax transaction involving 10,436 shares. These events are part of his equity compensation rather than open-market trading activity.

Did Bruce Ledesma buy or sell Nextpower (NXT) shares on the open market?

The filing does not show discretionary open-market trades. Shares were acquired through RSU vesting and some were sold only to cover tax withholding obligations under Nextpower’s Rule 10b5-1 sell-to-cover policy.

How many restricted stock units vested for Nextpower (NXT) officer Bruce Ledesma?

A total of 20,326 restricted stock units vested and converted into 20,326 shares of Nextpower common stock. The RSUs were originally granted on June 21, 2023 and converted on a one-for-one basis into common shares.

Why were 10,436 Nextpower (NXT) shares sold in Bruce Ledesma’s Form 4?

The 10,436 shares were sold in a mandatory sell-to-cover transaction to satisfy tax withholding obligations tied to RSU vesting. Nextpower’s Rule 10b5-1 sell-to-cover policy required these sales, so they were not discretionary decisions.

How many Nextpower (NXT) shares does Bruce Ledesma hold after these transactions?

After the reported RSU vesting, sell-to-cover, and related adjustments, Bruce Ledesma directly holds 249,439 shares of Nextpower common stock. This reflects his updated equity position following the June 2026 compensation-related transactions.

What does Rule 10b5-1 sell-to-cover mean in the Nextpower (NXT) filing?

In this context, a Rule 10b5-1 sell-to-cover policy means pre-arranged share sales automatically occur when RSUs vest, selling enough shares to pay taxes. It reduces discretion over timing, making the sales more mechanical than opportunistic.