Form 8-K

8-K — Nextpower Inc.

Accession: 0001852131-26-000045

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001852131

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — nxt-20260730.htm (Primary)

EX-99.1 (ex991_q127.htm)

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8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

Nextpower Inc.

(Exact name of registrant as specified in its charter)

Delaware 001-41617 36-5047383

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (510) 270-2500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Class A Common Stock, par value $0.0001 NXT The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2026, Nextpower Inc. (the “Company”) issued a press release announcing its results for the first fiscal quarter ended July 3, 2026. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The information contained in Item 2.02 of this current report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release, dated July 30, 2026

104 Cover Page Interactive Data (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nextpower Inc.

By: /s/ Charles Boynton

Charles Boynton

Chief Financial Officer

Date: July 30, 2026

EX-99.1

Filename: ex991_q127.htm · Sequence: 2

Document

Exhibit 99.1

Nextpower Reports Q1 Fiscal Year 2027 Financial Results

Record quarterly revenue and backlog driven by strong customer demand and disciplined execution; continued expansion of power technology platform

FREMONT, Calif., July 30, 2026 – Nextpower™ (Nasdaq: NXT), a leading provider of clean power technology solutions, today announced financial results for the first quarter for fiscal year 2027, ended July 3, 2026.

Financial Summary

(In millions, except per share)

Q1 FY27 Q4 FY26 Q1 FY26

Revenue $935 $881 $864

GAAP Gross Profit $336 $297 $282

GAAP Gross Margin 35.9 % 33.8 % 32.6 %

GAAP Net Income $165 $151 $157

GAAP Net Income Margin 17.7 % 17.1 % 18.2 %

GAAP Diluted EPS $1.07 $0.97 $1.04

Adjusted Gross Profit $342 $304 $285

Adjusted Gross Margin 36.6 % 34.5 % 33.0 %

Adjusted EBITDA $233 $202 $215

Adjusted EBITDA Margin 24.9 % 22.9 % 24.9 %

Adjusted Net Income $186 $162 $176

Adjusted Diluted EPS $1.20 $1.05 $1.16

Q1 FY27, Q4 FY26, and Q1 FY26 results include approximately $99 million, $47 million, and $82 million, respectively, of IRA 45X advanced manufacturing tax credit vendor rebates and tariffs, net.

Please refer to Nextpower’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K for more information on schedules III, IV and V attached to this press release for a reconciliation of non-GAAP to GAAP financial measures. Additional information can be found on the Investor Relations section of our website.

Business Highlights

•Grew backlog to more than $5.5 billion, reflecting strong customer demand and bookings momentum across core tracker products and accelerating growth in complementary platform technologies. Prevalon, closed in July 2026, adds incremental backlog significantly above $300 million.

•Expanded Nextpower’s clean power technology platform through acquisition of the Prevalon energy storage business as well as Apex Power and key assets of Zigor Corporation’s inverter business. Also announced an agreement to acquire Zimmermann PV-Steel Group to expand Nextpower’s European footprint and product portfolio.

•Delivered record quarterly eBOS bookings, with eBOS revenue on track to exceed well over $100 million for the year, achieved UL certification of NX PowerMergeTM and grew cumulative PowerMerge bookings to over 850 MW.

•Expanded the company’s #1 U.S. and global tracker market shares, according to Wood Mackenzie, while expanding Nextpower’s global project footprint to over 50 countries.

“Nextpower delivered record quarterly revenue and backlog, with strong bookings momentum across our business,” said Dan Shugar, CEO and founder of Nextpower. “These results confirm that customers are responding positively to our expanding clean power technology platform, including strong adoption of eBOS and growing traction across the broader product portfolio. With the recent addition of power conversion and energy storage product lines, we believe Nextpower is positioned to deliver even more value to customers as they generate, store, control, and deliver reliable power at scale. Our team remains focused on enhanced customer value, operational excellence, and disciplined growth.”

“This quarter’s financial performance and strong cash generation reinforce the durability of our business model and the execution of our operating platform,” said Chuck Boynton, CFO of Nextpower. “We remain focused on disciplined capital allocation maintaining a strong balance sheet, and investing in capabilities that complement our core business, deepen customer relationships, and drive long-term profitable growth.”

FY2027 Annual Outlook

Updated Outlook Previous Outlook

Revenue $4.1 to $4.4 billion $4.0 to $4.4 billion

GAAP Net Income $540 to $573 million $507 to $573 million

GAAP Diluted EPS $3.42 to $3.64 $3.22 to $3.64

Adjusted EBITDA $870 to $930 million $845 to $930 million

Adjusted Diluted EPS $4.42 to $4.73 $4.30 to $4.73

Updated outlook includes planned incremental costs of approximately $50 million related to the acceleration of our entry into the power conversion market.

Adjusted EBITDA range of $870 million to $930 million excludes approximately $199 million for stock-based compensation, net intangible amortization, and acquisition related costs.

Adjusted Diluted EPS range of $4.42 to $4.73 excludes approximately $1.05 for stock-based compensation, net intangible amortization, and acquisition related costs, net of impacts for tax.

Q1 FY2027 Earnings Call

July 30, 2026

2:00 p.m. PT / 5:00 p.m. ET

Live webcast available on investors.nextpower.com

We encourage you to review our Q1 FY27 Shareholder Letter, which, along with this press release, is available on the Nextpower Investor Relations website and includes important information for Nextpower shareholders that supplements and expands on the information in this press release.

The webcast replay will be available on the Nextpower Investor Relations website following the conclusion of the event.

About Nextpower

Nextpower™ (Nasdaq: NXT) innovates and delivers integrated technology solutions for modern energy infrastructure. Its solar and energy storage platforms help customers design, build, and operate utility-scale power plants and other critical power infrastructure with faster project delivery, improved system performance, greater reliability, and long-term operational value. Building on more than a decade of energy technology leadership, Nextpower partners with customers worldwide to accelerate the deployment of reliable firm power needed for a rapidly electrifying world. Learn more at www.nextpower.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements relating to: the trends for energy demand and future solar adoption; the demand for our products (including but not limited to trackers, foundations, eBOS, NX PowerMerge, our other products and our bundled solutions); the ability to grow our core tracker business, our bookings and backlog, including our ability to convert our backlog into revenue; our competitiveness and global market share; our expansion into energy storage solutions, data center power infrastructure and our ability to provide integrated solutions across solar, energy storage and data center applications; the expected benefits of the Prevalon, Apex/Zigor and other recent acquisitions and the proposed acquisition of Zimmermann PV-Steel Group (including the benefits our customers may realize as a result of integrating these businesses and assets into Nextpower’s); the benefits of UL certification for NX PowerMerge and the Apex inverter system; and statements regarding our outlook for fiscal year 2027 and other periods. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including but not limited to: our ability to execute our strategies, mission, plans, objectives and goals; our ability to complete the pending acquisition of Zimmermann PV-Steel Group and to satisfy the transaction’s closing conditions including obtaining the requisite government approvals; our ability to integrate our other recently completed acquisitions and to realize their anticipated benefits and synergies; the market demand for our products, solutions and services and our ability to deliver them to customers; projections regarding the U.S. and global demand for electricity and solar power; macro-economic trends; changing business conditions in our industry and markets overall; and legislative, regulatory and economic developments. These forward-looking statements are based on various assumptions and on the current expectations of Nextpower’s management. These statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties that are also described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Nextpower’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and other documents that Nextpower has filed or will file with the Securities and Exchange Commission. There may be additional risks that Nextpower is not aware of or that Nextpower currently believes are immaterial that could also cause actual results to differ from these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Nextpower assumes no obligation to update these forward-looking statements.

Use of Adjusted Financial Information

An explanation and reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedules III, IV and V attached to this press release, and can be found, along with other financial information including the Earnings Presentation, on the investor relations section of our website at investors.nextpower.com.

Channels for Disclosure of Information

Nextpower intends to announce material information to the public through the Nextpower Investor Relations website investors.nextpower.com, SEC filings, press releases, public conference calls, and public webcasts. Nextpower uses these channels to communicate with its investors, customers, and the public about the company, its offerings, and other issues. As such, Nextpower encourages investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

Investor Contact:

Sarah Lee

Investor@nextpower.com

Media Contact:

Brandy Lee

Media@nextpower.com

Schedule I

Nextpower Inc.

Unaudited condensed consolidated statements of operations

(In thousands, except per share data)

Three-month periods ended

July 3, 2026 March 31, 2026 June 27, 2025

Revenue $ 935,170 $ 880,517 $ 864,253

Cost of sales 599,317 583,140 582,527

Gross profit 335,853 297,377 281,726

Selling, general and administrative expenses 100,438 100,625 73,936

Research and development 44,508 43,166 21,560

Operating income 190,907 153,586 186,230

Interest expense 253 338 1,216

Other income, net (8,271) (6,387) (5,953)

Income before income taxes 198,925 159,635 190,967

Provision for income taxes 33,570 9,032 33,784

Net income 165,355 150,603 157,183

Earnings per share:

Basic $ 1.10 $ 1.01 $ 1.06

Diluted $ 1.07 $ 0.97 $ 1.04

Weighted-average shares used in computing per share amounts:

Basic 150,778 148,496 147,631

Diluted 155,142 154,664 150,901

Schedule II

Nextpower Inc.

Unaudited condensed consolidated balance sheets

(In thousands)

As of July 3, 2026 As of March 31, 2026

ASSETS

Current assets:

Cash and cash equivalents $ 1,213,898 $ 1,094,976

Accounts receivable, net of allowance of $2,164 and $2,078, respectively

444,711 417,043

Contract assets 607,382 533,257

Inventories 261,625 262,276

Section 45X credit receivable 311,560 352,598

Other current assets 189,070 186,406

Total current assets 3,028,246 2,846,556

Property and equipment, net 89,183 78,356

Goodwill 488,950 488,950

Other intangible assets, net 80,640 78,046

Deferred tax assets 509,009 511,815

Other assets 66,179 69,489

Total assets $ 4,262,207 $ 4,073,212

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 535,974 $ 533,490

Accrued expenses 112,955 130,133

Deferred revenue 319,837 307,492

Other current liabilities 157,596 192,747

Total current liabilities 1,126,362 1,163,862

Tax receivable agreement (TRA) liability 373,811 372,659

Long-term deferred revenue 113,007 102,493

Other liabilities 91,924 99,801

Total liabilities 1,705,104 1,738,815

Total stockholders’ equity 2,557,103 2,334,397

Total liabilities and stockholders’ equity $ 4,262,207 $ 4,073,212

Schedule III

Nextpower Inc.

Unaudited condensed consolidated statements of cash flows

(In thousands)

Three-month periods ended

July 3, 2026 June 27, 2025

Cash flows from operating activities:

Net income $ 165,355 $ 157,183

Depreciation and amortization of intangible assets 8,766 5,789

Changes in working capital and other, net (53,062) (81,648)

Net cash provided by operating activities 121,059 81,324

Cash flows from investing activities:

Payment for business acquisitions, net of cash acquired — (86,413)

Purchases of property and equipment (15,899) (11,258)

Other investing activities (6,000) (400)

Net cash used in investing activities (21,899) (98,071)

Cash flows from financing activities:

Proceeds from exercises of options awards 26,008 —

TRA payment — (2,944)

Distribution to former non-controlling interest holder — (3,010)

Payment of acquisition deferred purchase price (6,246) —

Net cash provided by (used in) financing activities 19,762 (5,954)

Net increase (decrease) in cash and cash equivalents 118,922 (22,701)

Cash and cash equivalents beginning of period 1,094,976 766,103

Cash and cash equivalents end of period $ 1,213,898 $ 743,402

Three-month periods ended

Adjusted free cash flow July 3, 2026 June 27, 2025

Net cash provided by operating activities $ 121,059 $ 81,324

Purchases of property and equipment (15,899) (11,258)

Adjusted free cash flow $ 105,160 $ 70,066

Schedule IV

Nextpower Inc.

Reconciliation of GAAP to Non-GAAP financial measures

(In thousands, except percentages and per share data)

Three-month periods ended

July 3, 2026 March 31, 2026 June 27, 2025

GAAP gross profit & margin $ 335,853 35.9% $ 297,377 33.8% $ 281,726 32.6%

Stock-based compensation expense 4,445 4,530 2,238

Intangible amortization 1,985 1,958 1,159

Adjusted gross profit & margin $ 342,283 36.6% $ 303,865 34.5% $ 285,123 33.0%

GAAP operating income & margin $ 190,907 20.4% $ 153,586 17.4% $ 186,230 21.5%

Stock-based compensation expense 29,638 32,480 22,310

Intangible amortization

3,375 3,718 2,059

Acquisition related costs

4,148 6,276 1,079

Adjusted operating income & margin $ 228,068 24.4% $ 196,060 22.3% $ 211,678 24.5%

GAAP net income & margin $ 165,355 17.7% $ 150,603 17.1% $ 157,183 18.2%

Stock-based compensation expense 29,638 32,480 22,310

Intangible amortization 3,375 3,718 2,059

Adjustment for taxes

(16,254) (32,719) (7,129)

Acquisition related costs 4,148 6,276 1,079

Other

— 1,385 —

Adjusted net income & margin $ 186,262 19.9% $ 161,743 18.4% $ 175,502 20.3%

GAAP net income & margin $ 165,355 17.7% $ 150,603 17.1% $ 157,183 18.2%

Interest, net

(9,159) (8,679) (5,371)

Provision for income taxes 33,570 9,032 33,784

Depreciation expense 5,391 5,298 3,730

Intangible amortization 3,375 3,718 2,059

Stock-based compensation expense 29,638 32,480 22,310

Acquisition related costs 4,148 6,276 1,079

Other tax related loss, net

— 1,254 —

Other

235 1,817 —

Adjusted EBITDA & margin $ 232,553 24.9% $ 201,799 22.9% $ 214,774 24.9%

Diluted earnings per share

GAAP diluted earnings per share $ 1.07 $ 0.97 $ 1.04

Earnings per share attributable to Non-GAAP adjustments 0.13 0.08 0.12

Adjusted diluted earnings per share $ 1.20 $ 1.05 $ 1.16

Diluted shares used in computing per share amounts 155,142 154,664 150,901

Schedule V

Nextpower Inc.

Notes

To supplement Nextpower’s unaudited selected financial data presented consistent with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures that exclude certain charges and gains, including adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), adjusted EBITDA margin, adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted operating margin, adjusted net income, adjusted net income margin, adjusted diluted earnings per share, and adjusted free cash flow. These supplemental measures exclude certain legal and other charges, stock-based compensation expense and intangible amortization, other discrete events as applicable and the related tax effects. These non-GAAP measures are not in accordance with or an alternative for GAAP and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all the amounts associated with Nextpower’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Nextpower’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of the Company’s performance.

In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of the Company’s operating performance on a period-to-period basis because such items are not, in our view, related to the Company’s ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, for calculating return on investment, and for benchmarking performance externally against competitors. In addition, management’s incentive compensation is determined using certain non-GAAP measures. Since we find these measures to be useful, we believe that investors benefit from seeing results “through the eyes” of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

•the ability to make more meaningful period-to-period comparisons of the Company’s ongoing operating results;

•the ability to better identify trends in the Company’s underlying business and perform related trend analysis;

•a better understanding of how management plans and measures the Company’s underlying business; and

•an easier way to compare the Company’s operating results against analyst financial models and operating results of competitors that supplement their GAAP results with non-GAAP financial measures.

The following are explanations of each of the adjustments that we incorporate into non-GAAP measures, as well as the reasons for excluding each of these individual items in the reconciliations of these non-GAAP financial measures:

Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share unit and stock option awards granted to employees. The Company believes that the exclusion of these charges provides for more accurate comparisons of its operating results to peer companies due to the varying available valuation methodologies, subjective assumptions, and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact stock-based compensation expense has on its operating results.

Intangible amortization consists primarily of non-cash charges that can be impacted by, among other things, the timing and magnitude of acquisitions. The Company considers its operating results without these charges when evaluating its ongoing performance and forecasting its earnings trends, and therefore excludes such charges when presenting non-GAAP financial measures. The Company believes that the assessment of its operations excluding these costs is relevant to its assessment of internal operations and comparisons to the performance of its competitors.

Acquisition costs consist primarily of nonrecurring transaction costs, including integration and diligence activities.

Adjustment for taxes relates to the tax effects of the various adjustments that we incorporate into non-GAAP measures to provide a more meaningful measure on non-GAAP net income and certain adjustments related to non-recurring settlements of tax contingencies or other non-recurring tax charges, when applicable.

Other includes an immaterial amount of non-cash equity in loss for the Nextpower Arabia joint venture which is accounted for under the equity method investment accounting.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

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Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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dei_WrittenCommunications

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