LEDESMA BRUCE 4
4 · Nextpower Inc. · Filed Apr 24, 2026
Research Summary
AI-generated summary of this filing
NextPower (NXT) Bruce Ledesma Receives PSU Award, Sells Shares
What Happened Bruce Ledesma, Chief Legal & Compliance Officer of NextPower (NXT), had 76,219.5 performance stock units (PSUs) treated as earned/vested on April 22, 2026 (acquired at $0.00). Following vesting, 26,129 shares were sold on April 24, 2026 at $121.25 per share for proceeds of $3,168,141. The sale was a sell-to-cover to satisfy tax withholding obligations tied to the vesting/conversion of the PSUs, not a discretionary open-market sale.
Key Details
- Award/vesting date: April 22, 2026 — 76,219.5 PSUs recorded as earned (reported as acquisition at $0.00).
- Sale date: April 24, 2026 — 26,129 shares sold at $121.25 each for $3,168,141.
- Net shares from this award retained after sell-to-cover: 76,219.5 − 26,129 = 50,090.5 shares (retained from this PSU vesting). The filing does not disclose Ledesma’s total company-wide holdings before/after these transactions.
- Footnotes: PSUs were originally granted June 21, 2023 and were certified by the Board based on rTSR performance for Apr 1, 2023–Mar 31, 2026. Each PSU converts 1:1 to a share on vesting. The sale was mandated by the issuer’s sell-to-cover policy (adopted March 2, 2023) per Rule 10b5-1 and is intended to satisfy tax withholding — not a discretionary trade. Footnotes also explain that the reported PSUs include amounts in excess of the minimum PSU amount previously reported.
- Filing timeliness: Form 4 was filed April 24, 2026 for transactions on April 22 and April 24, 2026 (filed within the typical two-business-day window).
Context
- PSUs are performance-based awards; the April 22 entry reflects Board certification of performance metrics (rTSR) for a three-year performance period.
- Sell-to-cover transactions to satisfy taxes are common and do not necessarily indicate the insider is selling for investment reasons. They are distinct from voluntary open-market sales.
Insider Transaction Report
Form 4
LEDESMA BRUCE
Chief Legal & Compliance Ofc
Transactions
- Award
Common Stock
[F1][F2][F3][F4]2026-04-22+76,219.5→ 272,009 total - Other
Common Stock
[F5]2026-04-24$121.25/sh−26,129$3,168,141→ 245,880 total
Footnotes (5)
- [F1]Reflects an award of performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, that were earned upon the final certification by the Board of Directors of the Issuer (the "Board") on April 22, 2026, of the level of achievement of the rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026.
- [F2]The Reporting Person previously reported on a Form 4 filed with the SEC on May 22, 2024 the acquisition of 76,219.5 PSUs as initially earned pursuant to this award based on achievement of the applicable financial metrics for the performance period from April 1, 2023 to March 31, 2024. Such number of PSUs reported on such Form 4 reflected 75% of the number of PSUs initially earned, which was the minimum amount of PSUs that were eligible to be earned and eligible to vest at the end of the three-year performance period, regardless of the level of achievement of the rTSR modifier performance metric (the "Minimum PSU Amount"), subject generally to continued employment through the vesting date.
- [F3]The number of PSUs reported herein reflects the additional number of PSUs in excess of the Minimum PSU Amount earned upon certification of the Board of the level of achievement of the rTSR modifier performance metric applicable to such award.
- [F4]Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
- [F5]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.
Signature
/s/ Philip Reuther, as attorney-in-fact for Bruce Ledesma|2026-04-24