04/24/2026 | Press release | Distributed by Public on 04/24/2026 18:24
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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LEDESMA BRUCE C/O NEXTPOWER INC. 6200 PASEO PADRE PARKWAY FREMONT, CA 94555 |
Chief Legal & Compliance Ofc | |||
| /s/ Philip Reuther, as attorney-in-fact for Bruce Ledesma | 04/24/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 76,219.5 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. |