Tax-driven sale of 9,870 shares by Nextpower (NXT) CFO Boynton

Rhea-AI Filing Summary

Nextpower Inc. Chief Financial Officer Charles D. Boynton reported an insider transaction involving 9,870 shares of common stock at $129.38 per share. According to the disclosure, these shares were required to be sold in a tax "sell-to-cover" transaction tied to the vesting and conversion of RSUs.

The sales were mandated by Nextpower’s sell-to-cover policy adopted on March 2, 2023 under Rule 10b5-1 and the company’s equity incentive plan, and were not discretionary trades by Boynton. Following the transaction, he holds 363,000 common shares directly.

Insider Trade Summary 10b5-1

1 transaction reported

Mixed 1 txn

Insider BOYNTON CHARLES D

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Other	Common Stock	9,870	$129.38	$1.28M

Holdings After Transaction: Common Stock — 363,000 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares in transaction: 9,870 shares Transaction price: $129.38 per share Shares held after: 363,000 shares +1 more

4 metrics

Shares in transaction 9,870 shares Common Stock involved in Form 4 transaction

Transaction price $129.38 per share Price for the 9,870 common shares

Shares held after 363,000 shares Direct common stock ownership after transaction

Restructuring shares 9,870 shares Shares classified as restructuring/other in summary

Key Terms

sell-to-cover, RSUs, Rule 10b5-1, equity incentive plan

4 terms

sell-to-cover financial

"Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

RSUs financial

"in order to satisfy the tax withholding obligations in connection with the vesting and conversion of RSUs"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Rule 10b5-1 regulatory

"policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

equity incentive plan financial

"under its equity incentive plan, and do not represent discretionary trades"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BOYNTON CHARLES D

(Last) (First) (Middle)

C/O NEXTPOWER INC.

6200 PASEO PADRE PARKWAY

(Street)

FREMONT CALIFORNIA 94555

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Nextpower Inc. [ NXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/26/2026		J(1)		9,870(1)	D	$129.38	363,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of RSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person

	/s/ Philip Reuther, as attorney-in-fact for Charles Boynton	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Nextpower (NXT) CFO Charles Boynton report?

Nextpower CFO Charles Boynton reported an insider transaction involving 9,870 shares of common stock at $129.38 per share. The filing describes this as an "other" transaction related to equity compensation, not a standard open-market buy or sell.

How many Nextpower (NXT) shares were involved in the CFO’s tax sell-to-cover?

The transaction covered 9,870 shares of Nextpower common stock. These shares were required to be sold to satisfy tax withholding obligations arising from the vesting and conversion of restricted stock units, under the company’s equity incentive arrangements.

Was the Nextpower (NXT) CFO’s Form 4 trade discretionary?

No, the filing states the sales were mandated by Nextpower’s sell-to-cover policy. They were executed to cover tax withholding on RSU vesting and conversion and "do not represent discretionary trades" by CFO Charles Boynton, according to the footnote.

What is a sell-to-cover transaction in the Nextpower (NXT) CFO filing?

A sell-to-cover transaction sells enough shares to cover tax withholding on equity awards. In this case, 9,870 shares were sold automatically when Boynton’s RSUs vested and converted, satisfying tax obligations without him choosing to sell additional shares.

How many Nextpower (NXT) shares does CFO Charles Boynton hold after this transaction?

After the reported transaction, Charles Boynton holds 363,000 shares of Nextpower common stock directly. This post-transaction holding figure is disclosed in the Form 4 and reflects his remaining stake following the tax-related sell-to-cover activity.

How does Rule 10b5-1 relate to the Nextpower (NXT) CFO’s transaction?

The footnote explains that Nextpower’s sell-to-cover policy was adopted pursuant to Rule 10b5-1. That rule allows pre-arranged trading plans, so these mandated sales occurred under a preset policy rather than discretionary market timing by CFO Charles Boynton.