LEDESMA BRUCE 4

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.