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Form 4 Nextpower Inc. For: Apr 22 Filed by: SHUGAR DANIEL S

April 24, 2026 8:07 PM
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
SHUGAR DANIEL S

(Last) (First) (Middle)
C/O NEXTPOWER INC.
6200 PASEO PADRE PARKWAY

(Street)
FREMONT CA 94555

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nextpower Inc. [ NXT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 04/22/2026 A 214,368 (1) (2) (3) (4) A $ 0 (1) (2) (3) (4) 960,707 D
Common Stock 04/24/2026 J (5) 73,477 (5) D $ 121.25 887,230 D
Common Stock 18,104 (6) I (6) By Trust (6)
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 an award of performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, that were earned upon the final certification by the Board of Directors of the Issuer (the "Board") on April 22, 2026, of the level of achievement of the rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026.
2. The Reporting Person previously reported on a Form 4 filed with the SEC on May 22, 2024 the acquisition of 214,368 PSUs as initially earned pursuant to this award based on achievement of the applicable financial metrics for the performance period from April 1, 2023 to March 31, 2024. Such number of PSUs reported on such Form 4 reflected 75% of the number of PSUs initially earned, which was the minimum amount of PSUs that were eligible to be earned and eligible to vest at the end of the three-year performance period, regardless of the level of achievement of the rTSR modifier performance metric (the "Minimum PSU Amount"), subject generally to continued employment through the vesting date.
3. The number of PSUs reported herein reflects the additional number of PSUs in excess of the Minimum PSU Amount earned upon certification of the Board of the level of achievement of the rTSR modifier performance metric applicable to such award.
4. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
5. 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 PSUs. 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.
6. Reflects shares indirectly beneficially owned by the Reporting Person through the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007.
/s/ Philip Reuther, as attorney-in-fact for Daniel Shugar 04/24/2026
** 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.

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