LEDESMA BRUCE 4

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.