Mandated tax sell-to-cover share sales by Nextpower (NXT) CEO

Rhea-AI Filing Summary

Nextpower Inc. director and CEO Daniel S. Shugar reported mandated tax-related share sales tied to performance stock units (PSUs). On April 27 and 28, 2026, a total of 150,958 shares of common stock were sold in two "sell-to-cover" transactions at prices of $120.32 and $115.82 per share to satisfy tax withholding obligations upon PSU vesting, under the company’s Rule 10b5-1 sell-to-cover policy. After these transactions, Shugar directly held 736,272 shares of Nextpower common stock and indirectly held 18,104 shares through the Kathleen and Daniel Shugar Family Trust.

Insider Trade Summary 10b5-1

3 transactions reported

Mixed 3 txns

Insider SHUGAR DANIEL S

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock	76,917	$115.82	$8.91M
Other	Common Stock	74,041	$120.32	$8.91M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 736,272 shares (Direct, null); Common Stock — 18,104 shares (Indirect, By Trust)

Footnotes (1)

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 PSUs were earned upon the final certification by the Board of Directors of the Issuer on April 22, 2026 and the sell-to-cover transactions occurred over two trading days. 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

Sell-to-cover shares (total): 150,958 shares Sell-to-cover price 1: $120.32 per share Sell-to-cover price 2: $115.82 per share +5 more

8 metrics

Sell-to-cover shares (total) 150,958 shares Common stock sold in tax-related sell-to-cover transactions

Sell-to-cover price 1 $120.32 per share Weighted-average price for 74,041 shares on April 27, 2026

Sell-to-cover price 2 $115.82 per share Weighted-average price for 76,917 shares on April 28, 2026

Direct holdings after transactions 736,272 shares Common stock directly held by CEO after reported transactions

Indirect holdings via trust 18,104 shares Shares indirectly beneficially owned through family trust

Restructuring shares flagged 150,958 shares Shares classified under restructuring-type code J in summary

Board certification date April 22, 2026 Date PSUs were certified as earned by Board of Directors

Sell-to-cover policy adoption March 2, 2023 Date issuer adopted Rule 10b5-1 sell-to-cover policy

Key Terms

sell-to-cover, PSUs, Rule 10b5-1, 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 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.

PSUs financial

"These PSUs were earned upon the final certification by the Board of Directors of the Issuer on April 22, 2026"

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.

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.

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 →

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^*

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)
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)		74,041(1)	D	$120.32	813,189	D
Common Stock	04/28/2026		J(1)		76,917(1)	D	$115.82	736,272	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)
				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 PSUs were earned upon the final certification by the Board of Directors of the Issuer on April 22, 2026 and the sell-to-cover transactions occurred over two trading days. 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	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 insider transactions did Nextpower (NXT) report for CEO Daniel Shugar?

Nextpower reported that CEO Daniel Shugar executed two mandated tax-related "sell-to-cover" transactions totaling 150,958 common shares. These sales were tied to the vesting and conversion of PSUs and executed under the company’s pre-adopted Rule 10b5-1 sell-to-cover policy.

Were the recent Nextpower (NXT) CEO share sales discretionary?

The filing states these sales were not discretionary trades. They were required "sell-to-cover" transactions to satisfy tax withholding obligations on earned PSUs, mandated by Nextpower’s sell-to-cover policy adopted pursuant to Rule 10b5-1 and its equity incentive plan.

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

Following the reported transactions, Daniel Shugar directly held 736,272 shares of Nextpower common stock. He also indirectly beneficially owned an additional 18,104 shares through the Kathleen and Daniel Shugar Family Trust, according to the Form 4 disclosure and related footnotes.

What were the prices for the Nextpower (NXT) CEO’s sell-to-cover share sales?

The two sell-to-cover transactions occurred at weighted-average prices of $120.32 and $115.82 per share. These prices applied to a total of 150,958 common shares sold over two trading days to cover tax withholding on vested PSUs.

What triggered the PSUs that led to the Nextpower (NXT) CEO’s tax sales?

The PSUs were earned upon the final certification by Nextpower’s Board of Directors on April 22, 2026. Their vesting and conversion created tax obligations, which in turn triggered the required sell-to-cover share sales to satisfy withholding, as described in the footnotes.