STOCK TITAN

Nextpower (NXT) CLO exercises 122,502 options, holds 376,860 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nextpower Inc. Chief Legal & Compliance Officer Bruce Ledesma reported exercising 122,502 stock options for Common Stock on May 19, 2026. These performance-based options carried a $21.00 per-share exercise price and had vested after meeting service and equity valuation growth conditions.

On May 20, 2026, the Form 4 reports related structured transactions in an aggregate of 122,502 shares of Common Stock at weighted average prices between about $122.58 and $128.09, effected under a pre-arranged Rule 10b5-1 trading plan. A portion of these sales was required to cover the exercise price and tax withholding obligations.

Following these transactions, Mr. Ledesma directly holds 376,860 shares of Nextpower common stock. In addition, due to the plan’s Max Benefit Limit, 125,117 performance-based options were forfeited and cancelled without any consideration.

Positive

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Negative

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Insider LEDESMA BRUCE
Role Chief Legal & Compliance Ofc
Type Security Shares Price Value
Other Common Stock 1,950 $123.21 $240K
Other Common Stock 27,521 $124.28 $3.42M
Other Common Stock 60,122 $125.16 $7.52M
Other Common Stock 23,448 $125.97 $2.95M
Other Common Stock 8,650 $126.92 $1.10M
Other Common Stock 811 $127.86 $104K
Exercise Stock Option (Right to Buy) 122,502 $0.00 --
Exercise Common Stock 122,502 $0.00 --
Holdings After Transaction: Common Stock — 376,860 shares (Direct, null); Stock Option (Right to Buy) — 0 shares (Direct, null)
Footnotes (1)
  1. 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. Ledesma 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 September 10, 2024. 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 $122.58 to $123.57, 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 $123.59 to $124.58, 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 $124.59 to $125.585, 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 $125.59 to $126.58, 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 $126.60 to $127.59, 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 $127.63 to $128.09, 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, 125,117 Performance Options were forfeited and cancelled without any consideration.
Options exercised 122,502 shares Performance-based stock options exercised on May 19, 2026
Exercise price $21.00/share Per-share exercise price of performance-based options
Shares after transactions 376,860 shares Common shares directly held after reported Form 4 activity
Restructuring transactions 122,502 shares Aggregate shares in J-code structured transactions on May 20, 2026
Forfeited performance options 125,117 options Performance-based options cancelled due to Max Benefit Limit
Option expiration March 15, 2027 Expiration date for the performance-based options if unexercised
performance-based options financial
"Reflects an award of performance-based options ("Performance Options") to purchase shares"
Max Benefit Limit financial
"cap the maximum "gain" value realizable... at 250% of the aggregate exercise price"
Rule 10b5-1 trading plan financial
"sales reported... were effected pursuant to a 10b5-1 trading plan adopted"
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.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
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.
continuous service requirement financial
"vested and became exercisable... upon the achievement of both a continuous service requirement"
equity valuation growth conditions financial
"and the achievement of certain Nextpower equity valuation growth conditions."
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal & Compliance Ofc
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026M122,502(1)A$0(1)(2)378,810D
Common Stock05/20/2026J(2)1,950(2)D$123.21(3)376,860D
Common Stock05/20/2026J(2)27,521(2)D$124.28(4)349,339D
Common Stock05/20/2026J(2)60,122(2)D$125.16(5)289,217D
Common Stock05/20/2026J(2)23,448(2)D$125.97(6)265,769D
Common Stock05/20/2026J(2)8,650(2)D$126.92(7)257,119D
Common Stock05/20/2026J(2)811(2)D$127.86(8)256,308D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)(1)$2105/19/2026M122,502(1)04/01/2026(1)03/15/2027(1)Common Stock122,502(1)$0.000(9)D
Explanation of Responses:
1. 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. Ledesma upon exercise of the total award of Performance Options at 250% of the aggregate exercise price (the "Max Benefit Limit").
2. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on September 10, 2024. 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.
3. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $122.58 to $123.57, 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.
4. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $123.59 to $124.58, 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.
5. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $124.59 to $125.585, 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.
6. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $125.59 to $126.58, 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.
7. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $126.60 to $127.59, 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.
8. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $127.63 to $128.09, 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.
9. As a result of the application of the Max Benefit Limit, 125,117 Performance Options were forfeited and cancelled without any consideration.
/s/ Philip Reuther, as attorney-in-fact for Bruce Ledesma05/21/2026
** Signature of Reporting PersonDate
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 activity did Nextpower (NXT) report for Bruce Ledesma?

Nextpower reported that Chief Legal & Compliance Officer Bruce Ledesma exercised 122,502 performance-based stock options and reported related share sales. The transactions were executed under a Rule 10b5-1 trading plan, with some shares sold to cover the option exercise price and tax obligations.

How many Nextpower options did Bruce Ledesma exercise, and at what price?

Bruce Ledesma exercised 122,502 performance-based stock options with a $21.00 per-share exercise price. These options had vested after meeting service and equity valuation growth conditions and were subject to a limited exercise window before expiring on March 15, 2027.

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

After the reported transactions, Bruce Ledesma directly holds 376,860 shares of Nextpower common stock. This reflects the exercise of 122,502 options and related share sales under a Rule 10b5-1 trading plan, as disclosed in the Form 4 filing.

Were Bruce Ledesma’s Nextpower transactions under a Rule 10b5-1 trading plan?

Yes. The Form 4 states the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on September 10, 2024. Such pre-arranged plans automate trading and often indicate routine portfolio management rather than discretionary, market-timed activity.

What happened to Bruce Ledesma’s remaining performance-based options in Nextpower?

Due to the plan’s Max Benefit Limit, 125,117 performance-based options were forfeited and cancelled without consideration. This cap limits the maximum gain Mr. Ledesma can realize relative to the aggregate exercise price of the performance-based award.

At what prices were the reported Nextpower (NXT) share sales executed?

The Form 4 reports weighted average sale prices across several ranges, including $122.58–$123.57, $123.59–$124.58, and up to $127.63–$128.09. The insider undertakes to provide full breakdowns of shares sold at each specific price upon request.