Nextpower (NXT) president exercises 124,497 options and sells 16,090 shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Nextpower Inc. President Howard Wenger reported a series of equity transactions involving company common stock. He exercised 124,497 stock options at an exercise price of $21.00 per share, converting a derivative award into common stock. On the same date, he sold 16,090 shares of common stock at a weighted-average price of $127.32 per share under an open-market transaction.
Additional transactions coded as "J" reflect other acquisitions or dispositions of common stock at weighted-average prices between roughly $119.99 and $125.66, which the footnotes describe as sales executed pursuant to a Rule 10b5-1 trading plan. A portion of these sales was required to cover the option exercise price and related tax withholding obligations. Following these transactions and the exercise, Wenger directly holds 617,511 shares of Nextpower common stock. The performance-based option award included a Max Benefit Limit, and as a result 123,122 performance options were forfeited and cancelled without consideration after the cap was reached.
Positive
- None.
Negative
- None.
Insights
Pre-planned option exercise and share sales, with net equity retained.
Howard Wenger, President of Nextpower Inc., exercised 124,497 performance-based stock options at $21.00 per share and reported related share sales, including an open-market sale of 16,090 shares at a weighted-average price of $127.32 per share.
Footnotes state these sales, including transactions coded "J", were executed under a Rule 10b5-1 trading plan adopted on August 18, 2025, and that some shares were sold specifically to fund the exercise price and tax obligations. This points to a largely mechanical, pre-planned liquidity and tax-management event rather than a discretionary market-timing trade.
After exercising the options and completing the sales, Wenger directly owns 617,511 common shares, so he maintains a substantial equity position. The performance option award was also constrained by a Max Benefit Limit, which triggered the forfeiture and cancellation of 123,122 performance options without consideration once the cap was met. Overall, this filing reflects routine equity compensation mechanics with limited signal for the broader investment thesis.
Insider Trade Summary 10b5-1
Net Seller: 16,090 shares ($2,048,579)
Net Sell
10 txns
Insider
Wenger Howard
Role
President
Sold
16,090 shs ($2.05M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 15,568 | $119.99 | $1.87M |
| Other | Common Stock | 37,412 | $121.07 | $4.53M |
| Other | Common Stock | 44,828 | $121.94 | $5.47M |
| Other | Common Stock | 21,528 | $122.82 | $2.64M |
| Other | Common Stock | 3,747 | $124.18 | $465K |
| Other | Common Stock | 1,314 | $124.89 | $164K |
| Other | Common Stock | 100 | $125.66 | $13K |
| Exercise | Stock Option (Right to Buy) | 124,497 | $0.00 | -- |
| Sale | Common Stock | 16,090 | $127.32 | $2.05M |
| Exercise | Common Stock | 124,497 | $21.00 | $2.61M |
Holdings After Transaction:
Common Stock — 617,511 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null)
Footnotes (1)
- The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 18, 2025. Reflects an award of performance-based options ("Performance Options") to purchase shares of the Issuer's common stock ("Common Stock") that vested and became exercisable as of April 1, 2026 upon the achievement of both a continuous service requirement and the achievement of certain Nextpower equity valuation growth conditions. These Performance Options contain unique restrictions which (i) provide a limited period of time following vesting to exercise such Performance Options (i.e., by no later than March 15, 2027) or otherwise such Performance Options terminate and (ii) cap the maximum "gain" value realizable by Mr. Wenger upon exercise of the total award of Performance Options at 250% of the aggregate exercise price (the "Max Benefit Limit"). The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 18, 2025. A portion of this sale includes the sale of shares of Common Stock required to be sold in order to satisfy the exercise price and tax withholding obligations in connection with the exercise of the Performance Options. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $119.46 to $120.43, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (SEC), upon request, full information regarding the number of shares sold at each separate price within such ranges. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $120.47 to $121.46, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (SEC), upon request, full information regarding the number of shares sold at each separate price within such ranges. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $121.47 to $122.46, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (SEC), upon request, full information regarding the number of shares sold at each separate price within such ranges. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $122.47 to $123.46, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (SEC), upon request, full information regarding the number of shares sold at each separate price within such ranges. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $123.49 to $124.48, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (SEC), upon request, full information regarding the number of shares sold at each separate price within such ranges. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $124.58 to $125.34, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission (SEC), upon request, full information regarding the number of shares sold at each separate price within such ranges. As a result of the application of the Max Benefit Limit, 123,122 Performance Options were forfeited and cancelled without any consideration.
Key Figures
Options exercised: 124,497 shares at $21.00
Open-market sale: 16,090 shares at $127.32
Post-transaction holdings: 617,511 shares
+3 more
6 metrics
Options exercised
124,497 shares at $21.00
Performance-based stock options exercised on May 20, 2026
Open-market sale
16,090 shares at $127.32
Common stock sale on May 20, 2026
Post-transaction holdings
617,511 shares
Common stock directly owned after reported transactions
Forfeited performance options
123,122 options
Cancelled without consideration due to Max Benefit Limit
Option exercise window end
March 15, 2027
Latest date to exercise performance options before termination
Price ranges for J-code sales
$119.46–$125.34 per share
Weighted-average sale price ranges cited in footnotes
Key Terms
Rule 10b5-1 trading plan, Performance Options, Max Benefit Limit, weighted average price, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 18, 2025."
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.
Performance Options financial
"Reflects an award of performance-based options ("Performance Options") to purchase shares of the Issuer's common stock ("Common Stock") that vested and became exercisable as of April 1, 2026..."
Performance options are rights given to executives or employees to buy company stock only if specific business goals are met, such as revenue, profit, or stock-price targets. They matter to investors because they tie pay to outcomes — aligning management incentives with company success — and can change future share supply and earnings if the targets are achieved and the options are exercised, similar to giving someone a key that only works when certain conditions are satisfied.
Max Benefit Limit financial
"cap the maximum "gain" value realizable by Mr. Wenger upon exercise of the total award of Performance Options at 250% of the aggregate exercise price (the "Max Benefit Limit")."
weighted average price financial
"The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
tax withholding obligations financial
"A portion of this sale includes the sale of shares of Common Stock required to be sold in order to satisfy the exercise price and tax withholding obligations in connection with the exercise of the Performance Options."
FAQ
What insider transactions did Nextpower (NXT) President Howard Wenger report?
Howard Wenger reported exercising 124,497 stock options at $21.00 per share and selling 16,090 shares of Nextpower common stock at a weighted-average price of $127.32 per share. Additional transactions coded "J" reflect other sales described in the footnotes.
What were the terms of Howard Wenger’s performance-based options in Nextpower (NXT)?
The performance-based options vested on April 1, 2026 after service and equity valuation targets, with an exercise deadline of March 15, 2027. They carry a Max Benefit Limit that caps realizable gain at 250% of aggregate exercise price, causing 123,122 options to be forfeited without consideration.
Why were some of Howard Wenger’s Nextpower (NXT) options forfeited?
The performance options include a Max Benefit Limit capping gain at 250% of the aggregate exercise price. Once this cap was reached, 123,122 performance options were forfeited and cancelled without any consideration, as described in the footnotes to the insider transaction report.