Wenger Howard 4
4 · Nextpower Inc. · Filed May 22, 2026
Research Summary
AI-generated summary of this filing
Nextpower (NXT) President Wenger Howard Exercises Options, Sells Shares
What Happened
- Wenger Howard, President and director of Nextpower (NXT), exercised 124,497 performance-based options on May 20, 2026 (aggregate exercise price $2,614,437) and then disposed of a total of 140,587 shares in transactions on May 20–21, 2026, generating roughly $17.20 million in proceeds.
- The disposals include an open-market sale and multiple other dispositions reported as sales; a portion of the shares sold covered the exercise price and tax withholding obligations associated with the option exercise (cashless component).
Key Details
- Transaction dates: May 20–21, 2026; Form 4 filed May 22, 2026 (timely).
- Options exercised (acquired): 124,497 shares at $21.00 each = $2,614,437.
- Shares sold (disposed): 140,587 shares across multiple trades, total proceeds ≈ $17,198,422 (examples: 16,090 @ $127.32 = $2,048,579; lots on May 21 ranged approx. $119.99–$125.66).
- Notable footnotes: sales were executed pursuant to a 10b5‑1 trading plan adopted Aug 18, 2025 (F1, F3). Weighted-average prices reported; price ranges for the multiple sale lots span roughly $119.46 to $125.66 (see footnotes F4–F9).
- Performance-option details: these were performance-based options that vested as of April 1, 2026 and carry a “Max Benefit Limit” capping realizable gain; as a result, 123,122 Performance Options were forfeited and cancelled without consideration (F2, F10).
- Shares owned after the transactions: not disclosed in the provided excerpt of the filing.
Context
- This was an option exercise followed by share sales (a common pattern when executives exercise options and sell shares to cover costs and taxes). Footnote F3 confirms part of the sales were to satisfy exercise price and tax withholding (cashless or partial cashless exercise).
- The Performance Options contained special restrictions (limited exercise window and a cap on gains) that affected the ultimate outcome — notably, a large portion of the award was forfeited due to the Max Benefit Limit.
- Sales executed under a 10b5‑1 plan are pre-arranged trading programs and are generally considered routine disposition mechanics rather than an ad hoc market-timing signal.
If you want, I can list each sale lot with its exact price range and value, or check the full Form 4 text for the total post-transaction holdings.
Insider Transaction Report
Form 4
Wenger Howard
DirectorPresident
Transactions
- Sale
Common Stock
[F1]2026-05-20$127.32/sh−16,090$2,048,579→ 508,582 total - Exercise/Conversion
Common Stock
[F2][F3]2026-05-20$21.00/sh+124,497$2,614,437→ 633,079 total - Other
Common Stock
[F3][F4]2026-05-21$119.99/sh−15,568$1,868,004→ 617,511 total - Other
Common Stock
[F3][F5]2026-05-21$121.07/sh−37,412$4,529,471→ 580,099 total - Other
Common Stock
[F3][F6]2026-05-21$121.94/sh−44,828$5,466,326→ 535,271 total - Other
Common Stock
[F3][F7]2026-05-21$122.82/sh−21,528$2,644,069→ 513,743 total - Other
Common Stock
[F3][F8]2026-05-21$124.18/sh−3,747$465,302→ 509,996 total - Other
Common Stock
[F3][F9]2026-05-21$124.89/sh−1,314$164,105→ 508,682 total - Other
Common Stock
[F3]2026-05-21$125.66/sh−100$12,566→ 508,582 total - Exercise/Conversion
Stock Option (Right to Buy)
[F2][F10]2026-05-20−124,497→ 0 totalExercise: $21.00From: 2026-04-01Exp: 2027-03-15→ Common Stock (124,497 underlying)
Footnotes (10)
- [F1]The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 18, 2025.
- [F10]As a result of the application of the Max Benefit Limit, 123,122 Performance Options were forfeited and cancelled without any consideration.
- [F2]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. Wenger upon exercise of the total award of Performance Options at 250% of the aggregate exercise price (the "Max Benefit Limit").
- [F3]The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 18, 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.
- [F4]The price reported in Column 4 is a weighted average price. The reported securities were sold in multiple transactions at prices ranging from $119.46 to $120.43, 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 $120.47 to $121.46, 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 $121.47 to $122.46, 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 $122.47 to $123.46, 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 $123.49 to $124.48, 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 $124.58 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.
Signature
/s/ Philip Reuther, as attorney-in-fact for Howard Wenger|2026-05-22