Bennett David P 4
4 · Nextpower Inc. · Filed May 20, 2026
Research Summary
AI-generated summary of this filing
Nextpower (NXT) CAO David Bennett Exercises Options, Sells Shares
What Happened
David P. Bennett, Nextpower’s Chief Accounting Officer, exercised 55,075 performance-based options (exercise price $21.00, total cost $1,156,575) on May 18, 2026, and the 55,075 shares were sold on May 19, 2026 under a 10b5-1 plan for aggregate proceeds of approximately $7.03 million. On May 19 he was also granted equity awards totaling 26,513 units (6,212; 8,283; 12,018) in the form of RSUs and PSUs (see footnotes).
Key Details
- Transaction dates: Options exercised 2026-05-18; share sales and awards 2026-05-19. Form 4 filed 2026-05-20 (timely).
- Exercise: 55,075 Performance Options exercised at $21.00 = $1,156,575 paid.
- Sales: 55,075 shares sold across multiple trades on 2026-05-19 at weighted average prices in tiers (ranges reported in footnotes) for total proceeds ≈ $7,031,683. Sales were effected under a 10b5-1 trading plan.
- Awards: 6,212 + 8,283 + 12,018 = 26,513 RSU/PSU units granted on 2026-05-19. RSUs vest in tranches (30%/30%/40% over 2027–2029); PSUs were certified as earned subject to an rTSR modifier and further vesting conditions.
- Forfeiture/limits: A “Max Benefit Limit” capped gain and resulted in forfeiture/cancellation of 63,973 Performance Options (per footnote).
- Purpose of sales: Footnote indicates part of the sales included shares sold to satisfy the exercise price and tax withholding obligations.
- Shares owned after transaction: Not specified in the excerpt provided.
Context
This was essentially an exercise-and-sale (often called a cashless exercise) where the insider converted vested performance options and sold the resulting shares under a pre-set 10b5-1 plan. The filing also records new time-based RSUs and performance-based PSUs; PSUs remain subject to multi-year performance modifiers and continued service for final vesting. These are routine insider transactions for compensation realization and tax/price-management purposes; the filing was submitted promptly.
Insider Transaction Report
Form 4
Bennett David P
Chief Accounting Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-05-18$21.00/sh+55,075$1,156,575→ 181,557 total - Other
Common Stock
[F2][F3]2026-05-19$123.91/sh−3,382$419,064→ 178,175 total - Other
Common Stock
[F2][F4]2026-05-19$124.91/sh−4,150$518,377→ 174,025 total - Other
Common Stock
[F2][F5]2026-05-19$125.81/sh−5,035$633,453→ 168,990 total - Other
Common Stock
[F2][F6]2026-05-19$127.19/sh−12,905$1,641,387→ 156,085 total - Other
Common Stock
[F2][F7]2026-05-19$128.00/sh−14,181$1,815,168→ 141,904 total - Other
Common Stock
[F2][F8]2026-05-19$128.97/sh−7,274$938,128→ 134,630 total - Other
Common Stock
[F2][F9]2026-05-19$130.08/sh−3,128$406,890→ 131,502 total - Other
Common Stock
[F2][F10]2026-05-19$130.98/sh−2,925$383,116→ 128,577 total - Other
Common Stock
[F2][F11]2026-05-19$131.79/sh−2,095$276,100→ 126,482 total - Award
Common Stock
[F13]2026-05-19+6,212→ 132,694 total - Award
Common Stock
[F13]2026-05-19+8,283→ 140,977 total - Award
Common Stock
[F14][F15][F16]2026-05-19+12,018→ 152,995 total - Exercise/Conversion
Stock Option (Right to Buy)
[F1][F12]2026-05-18−55,075→ 0 totalExercise: $21.00From: 2026-04-01Exp: 2027-03-15→ Common Stock (55,075 underlying)
Footnotes (16)
- [F1]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. Bennett upon exercise of the total award of Performance Options at 250% of the aggregate exercise price (the "Max Benefit Limit").
- [F10]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $130.54 to $131.52, 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.
- [F11]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $131.56 to $132.07, 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.
- [F12]As a result of the application of the Max Benefit Limit, 63,973 Performance Options were forfeited and cancelled without any consideration.
- [F13]Reflects an award of restricted stock units ("RSUs") granted to the Reporting Person on May 19, 2026. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 30% on May 19, 2027, 30% on May 19, 2028, and 40% on May 19, 2029, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.
- [F14]Reflects performance stock units ("PSUs"), originally granted to the Reporting Person on May 23, 2025, which were initially earned upon certification by the Board of Directors of the Issuer on May 19, 2026 of the level of achievement of the financial performance metrics applicable to the PSUs for the performance period from April 1, 2025 to March 31, 2026. The PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2025 to March 31, 2028, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% - 150%.
- [F15]Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
- [F16]The amount reported herein reflects 75% of the number of PSUs earned based on achievement of the financial performance metrics, which is the minimum amount of PSUs that will be earned and eligible to vest at the end of the three-year performance period, subject generally to the Reporting Person's continued employment with the Issuer through such date
- [F2]The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 3, 2025. 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.
- [F3]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $123.37 to $124.35, 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.
- [F4]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $124.38 to $125.34, 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.
- [F5]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $125.38 to $126.29, 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.
- [F6]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $126.52 to $127.51, 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.
- [F7]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $127.52 to $128.51, 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.
- [F8]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $128.52 to $129.45, 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.
- [F9]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $129.53 to $130.52, 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.
Signature
/s/ Philip Reuther, as attorney-in-fact for David Bennett|2026-05-20