Nextpower (NXT) COO records Rule 10b5-1 sell-to-cover stock sales

Rhea-AI Filing Summary

Nextpower Inc. Chief Operating Officer Nicholas Marco Miller reported mandated tax-related share sales under the company’s sell-to-cover policy. On two days, he sold a total of 40,256 shares of Common Stock to satisfy tax withholding obligations tied to vesting and conversion of PSUs. These sales were executed pursuant to a Rule 10b5-1 sell-to-cover policy adopted on March 2, 2023 and are described as non-discretionary, not voluntary trading decisions. After these transactions, he holds 166,357 shares directly.

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	20,512	$115.82	$2.38M
Other	Common Stock	19,744	$120.32	$2.38M

Holdings After Transaction: Common Stock — 166,357 shares (Direct, null)

Footnotes (1)

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Key Figures

Sell-to-cover on Apr 27: 19,744 shares at $120.32 Sell-to-cover on Apr 28: 20,512 shares at $115.82 Total sell-to-cover shares: 40,256 shares +3 more

6 metrics

Sell-to-cover on Apr 27 19,744 shares at $120.32 Non-derivative Common Stock, sell-to-cover transaction

Sell-to-cover on Apr 28 20,512 shares at $115.82 Non-derivative Common Stock, sell-to-cover transaction

Total sell-to-cover shares 40,256 shares Shares sold to satisfy tax withholding obligations

Shares held after transactions 166,357 shares Direct ownership after April 28, 2026 transaction

Transaction code Code J Other acquisition or disposition classification on Form 4

Policy adoption date March 2, 2023 Date sell-to-cover policy adopted under Rule 10b5-1

Key Terms

sell-to-cover, Rule 10b5-1, equity incentive plan, tax withholding obligations, +1 more

5 terms

sell-to-cover financial

"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

"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.

tax withholding obligations financial

"in order to satisfy the tax withholding obligations in connection with the vesting"

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.

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^*

Miller Nicholas Marco

(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 Operating Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/27/2026		J(1)		19,744(1)	D	$120.32	186,869	D
Common Stock	04/28/2026		J(1)		20,512(1)	D	$115.82	166,357	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

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 Nicholas Marco Miller	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)

FAQ

What did Nextpower (NXT) COO Nicholas Marco Miller report in this Form 4?

He reported mandated sales of 40,256 Nextpower common shares to cover tax withholding on vesting PSUs. These non-discretionary transactions were executed under the company’s Rule 10b5-1 sell-to-cover policy, rather than as voluntary open-market trading.

How many Nextpower (NXT) shares did the COO sell to cover taxes?

He sold 40,256 common shares in total. The transactions were required to satisfy tax withholding obligations arising from the vesting and conversion of performance stock units (PSUs) rather than discretionary portfolio decisions.

At what prices were the Nextpower (NXT) sell-to-cover shares transacted?

The Form 4 shows 19,744 shares at $120.32 per share on April 27 and 20,512 shares at $115.82 per share on April 28. Both were classified as non-discretionary sell-to-cover transactions.

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

Following the reported sell-to-cover transactions, Nicholas Marco Miller directly holds 166,357 shares of Nextpower common stock. This figure reflects his position after the April 28, 2026 transaction disclosed in the Form 4.

Were the Nextpower (NXT) COO’s share sales discretionary trades?

No. The footnote explains the sales were mandated by Nextpower’s sell-to-cover policy adopted under Rule 10b5-1. They were executed solely to fund tax withholding obligations on PSU vesting, not as discretionary buy-or-sell decisions.

What is the purpose of Nextpower (NXT) sell-to-cover policy mentioned in the Form 4?

The policy requires automatic sales of enough shares to satisfy tax withholding when equity awards, such as PSUs, vest. This mechanism allows tax obligations to be met without the insider choosing when or how many shares to sell.