What is the 9,870-share ‘other’ transaction in Howard Wenger’s Nextpower (NXT) Form 4?

The 9,870-share transaction coded as "other" is described as a sell-to-cover event. Shares were sold to satisfy tax withholding obligations tied to RSU vesting under Nextpower’s equity incentive plan, and the filing notes these were not discretionary trades by Wenger.

Nextpower (NXT) president sells 62,670 shares in 10b5-1 and tax trades

Q: What insider transaction did Nextpower Inc. (NXT) disclose for Howard Wenger?

Nextpower reported that president and director Howard Wenger sold 62,670 shares of common stock on May 26, 2026. The shares were sold in open-market transactions at weighted average prices between about $128 and $133, under a pre-arranged Rule 10b5-1 trading plan.

Q: Was Howard Wenger’s Nextpower (NXT) stock sale part of a 10b5-1 trading plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on August 18, 2025. Such plans pre-schedule trades, meaning the timing of these sales was set in advance rather than decided opportunistically on the trade date.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Nextpower Inc. president and director Howard Wenger reported multiple transactions in the company’s common stock. On May 26, 2026, he sold a total of 62,670 shares in open-market transactions at weighted average prices between roughly $128.18 and $133.10, executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 18, 2025. The filing also shows a separate 9,870-share transaction classified as "other," described as a mandatory sell-to-cover sale to satisfy tax withholding on vested RSUs under the company’s equity incentive plan. Following these transactions, Wenger directly holds 481,447 shares of Nextpower common stock.

Insights

Nextpower’s president executed pre-planned and tax-driven stock sales while retaining a large equity stake.

Howard Wenger, president and director of Nextpower Inc., reported open-market sales totaling 62,670 common shares on May 26, 2026 at prices around $128–$133. These trades were carried out under a pre-arranged Rule 10b5-1 trading plan, indicating the timing was scheduled in advance.

The filing also discloses a 9,870-share transaction coded as "other," explained as a mandatory sell-to-cover sale to meet tax withholding obligations on RSU vesting under the company’s equity incentive plan. This is a mechanical tax event rather than a discretionary portfolio choice.

After these moves, Wenger directly owns 481,447 shares of Nextpower common stock, so the reported sales represent only a portion of his overall position. With no derivative positions shown, this looks like a mix of routine liquidity and tax-related selling, with limited implications for the company’s long-term outlook based solely on this filing.

Insider Trade Summary 10b5-1

Net Seller: 62,670 shares ($8,162,614)

Net Sell 6 txns

Insider Wenger Howard

Role President

Sold 62,670 shs ($8.16M)

Type	Security	Shares	Price	Value
Sale	Common Stock	7,690	$128.91	$991K
Sale	Common Stock	23,355	$129.66	$3.03M
Sale	Common Stock	22,466	$130.78	$2.94M
Sale	Common Stock	7,840	$131.39	$1.03M
Sale	Common Stock	1,319	$132.59	$175K
Other	Common Stock	9,870	$129.38	$1.28M

Holdings After Transaction: Common Stock — 481,447 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. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $128.18 to $129.1725, 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 $129.18 to $130.17 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 $130.18 to $131.175, 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 $131.18 to $132.12, 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 $132.18 to $133.10, 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. 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.

Key Figures

Open-market shares sold: 62,670 shares Sell-to-cover shares: 9,870 shares Sale price example: $128.9100 per share +4 more

7 metrics

Open-market shares sold 62,670 shares Total common stock sales on May 26, 2026

Sell-to-cover shares 9,870 shares Mandatory tax withholding sale linked to RSU vesting

Sale price example <money>$128.9100</money> per share One reported weighted average sale price on May 26, 2026

Sale price example <money>$132.5900</money> per share Highest reported weighted average sale price in the filing

Post-transaction holdings 481,447 shares Direct ownership of Nextpower common stock after all transactions

10b5-1 plan adoption date <date>August 18, 2025</date> Date Wenger’s trading plan governing these sales was adopted

Company sell-to-cover policy date <date>March 2, 2023</date> Adoption date of issuer’s sell-to-cover policy for RSU tax withholding

Key Terms

Rule 10b5-1 trading plan, weighted average price, sell-to-cover, equity incentive plan, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person..."

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. 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.

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..."

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.

equity incentive plan financial

"These sales are mandated by the Issuer's "sell-to-cover" policy... 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.

RSUs financial

"Reflects the number of shares required to be sold... 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.

Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 07:58 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^*

Wenger Howard

(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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		S⁽¹⁾		7,690	D	$128.91⁽²⁾	481,447	D
Common Stock	05/26/2026		S⁽¹⁾		23,355	D	$129.66⁽³⁾	458,092	D
Common Stock	05/26/2026		S⁽¹⁾		22,466	D	$130.78⁽⁴⁾	435,626	D
Common Stock	05/26/2026		S⁽¹⁾		7,840	D	$131.39⁽⁵⁾	427,786	D
Common Stock	05/26/2026		S⁽¹⁾		1,319	D	$132.59⁽⁶⁾	426,467	D
Common Stock	05/26/2026		J⁽⁷⁾		9,870	D	$129.38	416,597	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)
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. 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.

2. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $128.18 to $129.1725, 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.

3. The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $129.18 to $130.17 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 $130.18 to $131.175, 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 $131.18 to $132.12, 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 $132.18 to $133.10, 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. 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.

	/s/ Philip Reuther, as attorney-in-fact for Howard Wenger	05/27/2026
	** 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 Inc. (NXT) disclose for Howard Wenger?

Nextpower reported that president and director Howard Wenger sold 62,670 shares of common stock on May 26, 2026. The shares were sold in open-market transactions at weighted average prices between about $128 and $133, under a pre-arranged Rule 10b5-1 trading plan.

At what prices did Howard Wenger’s Nextpower (NXT) stock sales occur?

Wenger’s open-market sales used weighted average prices around $128.91 to $132.59 per share. Footnotes explain these are averages across multiple trades, with actual prices ranging from about $128.18 up to $133.10, and full trade details are available on request.

How many Nextpower (NXT) shares does Howard Wenger hold after the Form 4 transactions?

After the reported transactions, Howard Wenger directly holds 481,447 shares of Nextpower common stock. This figure reflects his remaining position once the 62,670 shares sold in open-market trades and the separate 9,870-share tax-related transaction have been accounted for.

Was Howard Wenger’s Nextpower (NXT) stock sale part of a 10b5-1 trading plan?

Yes. The filing states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted on August 18, 2025. Such plans pre-schedule trades, meaning the timing of these sales was set in advance rather than decided opportunistically on the trade date.