Nextpower Inc.·4

May 21, 7:33 PM ET

LEDESMA BRUCE 4

4 · Nextpower Inc. · Filed May 21, 2026

Research Summary

AI-generated summary of this filing

Updated

Nextpower (NXT) CLO Bruce Ledesma Exercises Options, Sells $15.3M

What Happened

  • Bruce Ledesma, Chief Legal & Compliance Officer of Nextpower (NXT), exercised 122,502 performance-based options (reported 5/19/2026) and, on 5/20/2026, sold the 122,502 shares acquired for total proceeds of approximately $15,340,737. The exercise is reported with an acquisition cost of $0.00 on the Form 4; the subsequent disposals were executed under a pre-established 10b5-1 trading plan.
  • Sales were done in multiple transactions at weighted-average prices shown per lot (examples: $123.21, $124.28, $125.16, $125.97, $126.92, $127.86) with per-trade price ranges spanning about $122.58 to $128.09.

Key Details

  • Transaction dates: exercise recorded 2026-05-19; sales executed 2026-05-20; Form 4 filed 2026-05-21 (timely).
  • Shares involved: 122,502 options exercised and 122,502 shares sold; total cash proceeds ≈ $15,340,737.
  • Prices: multiple weighted-average sale prices per lot (see ranges above); full per-share breakdown available from the filer on request (footnotes F3–F8).
  • Footnotes: F1 describes the award as performance-based options that vested 4/1/2026 and include a Max Benefit Limit (cap on realizable gain). F2 states the sales were made under a 10b5-1 plan (adopted 9/10/2024) and that some shares were sold to cover the exercise price and tax withholding. F9 notes 125,117 performance options were forfeited due to the Max Benefit Limit.
  • Shares owned after the transactions are not specified in the excerpt; based solely on these transactions, the exercised shares were sold (net zero change from this exercise event).

Context

  • This was an exercise of vested performance options followed immediately by sales — effectively a cashless or covered sale pattern (exercise then sell under a 10b5-1 plan), commonly used to satisfy exercise costs and taxes rather than to signal a view on the stock.
  • The transaction is routine in form: sales were pre-planned under a Rule 10b5-1 plan and the filing appears timely. The Max Benefit Limit and resulting forfeiture are notable structural features of the award, which limited the total realizable gain and led to cancellation of a portion of the option grant.

Insider Transaction Report

Form 4
Period: 2026-05-19
LEDESMA BRUCE
Chief Legal & Compliance Ofc
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-05-19+122,502378,810 total
  • Other

    Common Stock

    [F2][F3]
    2026-05-20$123.21/sh1,950$240,260376,860 total
  • Other

    Common Stock

    [F2][F4]
    2026-05-20$124.28/sh27,521$3,420,310349,339 total
  • Other

    Common Stock

    [F2][F5]
    2026-05-20$125.16/sh60,122$7,524,870289,217 total
  • Other

    Common Stock

    [F2][F6]
    2026-05-20$125.97/sh23,448$2,953,745265,769 total
  • Other

    Common Stock

    [F2][F7]
    2026-05-20$126.92/sh8,650$1,097,858257,119 total
  • Other

    Common Stock

    [F2][F8]
    2026-05-20$127.86/sh811$103,694256,308 total
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F1][F9]
    2026-05-19122,5020 total
    Exercise: $21.00From: 2026-04-01Exp: 2027-03-15Common Stock (122,502 underlying)
Footnotes (9)
  • [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. Ledesma upon exercise of the total award of Performance Options at 250% of the aggregate exercise price (the "Max Benefit Limit").
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]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.
  • [F9]As a result of the application of the Max Benefit Limit, 125,117 Performance Options were forfeited and cancelled without any consideration.
Signature
/s/ Philip Reuther, as attorney-in-fact for Bruce Ledesma|2026-05-21

Documents

1 file
  • 4
    ownership.xmlPrimary

    FORM 4