Was the Nextpower (NXT) CEO’s share sale discretionary or pre-mandated?

The sale was not discretionary; it was mandated by Nextpower’s sell-to-cover policy. The policy, adopted under Rule 10b5-1, automatically sells shares to cover tax withholding when RSUs vest and convert.

Nextpower (NXT) CEO sells 20,787 shares in mandated RSU tax sale

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nextpower Inc. Chief Executive Officer Daniel S. Shugar reported a mandated tax-related share sale tied to restricted stock unit (RSU) vesting. On May 22, 2026, 20,787 shares of common stock were sold at $125.81 per share in a "sell-to-cover" transaction to satisfy tax withholding obligations under the company’s equity incentive plan and Rule 10b5-1 policy. Following this transaction, he directly holds 957,496 shares of common stock and indirectly holds 18,104 shares through the Kathleen and Daniel Shugar Family Trust.

Insider Trade Summary 10b5-1

2 transactions reported

Mixed 2 txns

Insider SHUGAR DANIEL S

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock	20,787	$125.81	$2.62M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 957,496 shares (Direct, null); Common Stock — 18,104 shares (Indirect, By Trust)

Footnotes (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 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

Shares sold for taxes: 20,787 shares Sale price per share: $125.81 per share Direct holdings after transaction: 957,496 shares +2 more

5 metrics

Shares sold for taxes 20,787 shares Sell-to-cover RSU tax transaction on May 22, 2026

Sale price per share $125.81 per share Price for RSU-related sell-to-cover sale

Direct holdings after transaction 957,496 shares Common stock directly owned after May 22, 2026

Indirect holdings via trust 18,104 shares Shares held through Kathleen and Daniel Shugar Family Trust

Restructuring-designated shares 20,787 shares Shares in transaction coded as other acquisition or disposition (J)

Key Terms

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

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

"under its equity incentive plan, and do not represent discretionary trades"

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 →

05/26/2026 - 06:45 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)
05/22/2026

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	05/22/2026		J⁽¹⁾		20,787⁽¹⁾	D	$125.81	957,496	D
Common Stock								18,104⁽²⁾	I⁽²⁾	By Trust⁽²⁾

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 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.

2. 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	05/26/2026
	** 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 transaction did Nextpower (NXT) report for CEO Daniel Shugar?

Nextpower reported that CEO Daniel Shugar had 20,787 common shares sold in a mandated “sell-to-cover” transaction. This sale covered tax withholding obligations from RSU vesting under the company’s equity incentive plan.

How many Nextpower (NXT) shares were involved in the CEO’s tax sale?

The transaction involved 20,787 shares of Nextpower common stock. These shares were sold to satisfy tax withholding obligations triggered by vesting and conversion of RSUs, rather than a discretionary open-market sale.

At what price were the Nextpower (NXT) shares sold in the CEO’s transaction?

The 20,787 shares were sold at $125.81 per share. This price applied to the mandated sell-to-cover transaction related to RSU vesting, executed under the company’s pre-adopted Rule 10b5-1 policy.

How many Nextpower (NXT) shares does the CEO hold after this Form 4 filing?

After the reported transaction, CEO Daniel Shugar holds 957,496 shares directly. He also indirectly owns 18,104 shares through the Kathleen and Daniel Shugar Family Trust, as disclosed in the filing’s ownership details.