Form 8-K
8-K — Nextpower Inc.
Accession: 0001852131-26-000026
Filed: 2026-06-22
Period: 2026-06-21
CIK: 0001852131
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Unregistered Sales of Equity Securities
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — nxt-20260621.htm (Primary)
EX-99.1 (projectzorrodraftrelease.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): June 21, 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 3.02 Unregistered Sales of Equity Securities.
On June 21, 2026, a subsidiary of Nextpower LLC, a Delaware limited liability company, entered into a share purchase and transfer agreement (the “Share Purchase Agreement”) to purchase all of the issued and outstanding limited partnership interests in Zimmermann PV-Steel Group GmbH & Co. KG, a limited partnership organized under the laws of Germany (“Zimmerman PV-Steel”), for total consideration of up to €330 million, consisting of (i) approximately €180 million in cash consideration to be paid at closing, (ii) €105 million in stock consideration consisting of shares of Class A common stock of Nextpower Inc. (“Nextpower”), a Delaware corporation (“Common Stock”) to be issued at closing and priced at the average of the daily volume-weighted average prices for Common Stock on the Nasdaq Stock Market LLC for each of the 30 consecutive complete trading days ending on the second trading day immediately preceding the closing date and (iii) up to €45 million of contingent cash consideration, subject to the terms and conditions of the Share Purchase Agreement.
The Common Stock to be issued as consideration in the acquisition will be issued in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On June 22, 2026, Nextpower issued a press release, a copy of which is filed hereto as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01, announcing its entry into the Share Purchase Agreement.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and 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. This information shall not be deemed to be incorporated by reference in any filings under the Securities Act or the Exchange Act, except as may be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to, any statements relating to the acquisition of Zimmerman PV-Steel, future financial and operating results of Zimmerman PV-Steel and Nextpower, including our outlook for fiscal year 2027 and beyond, opportunities in the energy infrastructure market, and the benefits of the transaction and future opportunities for the combined company, including the benefits our customers may realize as a result of integrating Zimmerman PV-Steel’s business into Nextpower. These forward-looking statements are only predictions, are based on various assumptions and on the current expectations of Nextpower’s management and may differ materially from actual results due to a variety of factors including but not limited to: our strategies, mission, plans, objectives and goals; the ability of Nextpower to successfully integrate Zimmerman PV-Steel’s operations, products and employees; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; the market demand for our products, solutions and services and our ability to deliver them to customers; the retention of key employees, customers or suppliers; projections regarding the U.S. and global demand for electricity; solar power systems; our competitiveness and global market share; macro-economic trends; growth opportunities and plans for future operations; and legislative, regulatory and economic developments, including changing business conditions in our industry or markets overall and the economy in general. Other risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements 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 the 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1*
Press Release dated June 22, 2026
104 Cover Page Interactive Data (embedded within the Inline XBRL document)
* Furnished herewith, not filed.
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/ Bruce Ledesma
Bruce Ledesma
Chief Legal and Compliance Officer
Date: June 22, 2026
EX-99.1
EX-99.1
Filename: projectzorrodraftrelease.htm · Sequence: 2
Document
Exhibit 99.1
Nextpower Announces Agreement to Acquire Zimmermann PV-Steel Group,
Strengthening Solar Product Portfolio and Market Footprint
•Extends addressable market with four new product lines, expanding reach across 15 additional countries, and access to large, legacy customer base
•Strong, established go-to-market channels expected to facilitate incremental demand for Nextpower product portfolio including trackers, eBOS, PCS, and BESS
•Business expected to contribute approximately €300 million in revenue and €45 million of adjusted EBITDA on an annual run-rate basis following transaction close, and is expected to be accretive
INTERSOLAR EUROPE 2026, MUNICH, Germany, June 22, 2026 — Nextpower™ (Nasdaq: NXT), a leading provider of solar and power technology solutions, today announced it has entered into a definitive agreement to acquire Zimmermann PV-Steel Group, a Germany-based solar technology provider with more than 20 gigawatts (GW) deployed and deep market presence in Germany, one of Europe’s largest solar markets.
Zimmermann was founded in 1950 and expanded into the solar industry in 2009, delivering more than 2,500 solar projects across 58 countries. By broadening its product portfolio and deepening its regional presence, this acquisition will accelerate Nextpower’s ability to deliver world-class support and comprehensive solutions to solar developers and EPC customers across Europe. The total consideration for the transaction is comprised of cash and stock of up to €330 million, or approximately $378 million based on exchange rates as of June 20, 2026, and is subject to customary closing conditions including required regulatory review. The transaction is expected to close in the second half of Nextpower’s fiscal 2027.
“This transaction represents the next chapter for Nextpower internationally,” said Dan Shugar, founder and CEO of Nextpower. “With Zimmermann, we will significantly expand our product platform and add complementary market presence and supply chain capability in Europe and beyond. Zimmermann’s structural solutions, including fixed tilt, carports, high-density trackers, innovative agriPV solutions, and floating PV will expand our European portfolio to support a broader range of land-use, permitting requirements, and regional use cases. We see a clear opportunity to combine Zimmermann’s strong product engineering and execution capabilities with Nextpower’s bankability and complete product platform to better meet the needs of customers in Europe and accelerate profitable international growth.”
“Zimmermann has built its business by staying customer-focused and delivering high-quality engineered solutions for specific project needs,” said Robert Zimmermann, owner and CEO, Zimmermann. “In Nextpower, we see a partner with highly complementary technologies, geographic footprint, and customer focus. They bring scale and complementary solutions and capabilities that will help us serve our customers more broadly while preserving the local relationships and engineering focus that have defined our business. We see this as an exciting next chapter for our company and employees, as well as for our customers, suppliers, and partners across Europe.”
Fixed tilt represents approximately 50 percent of Europe's utility PV market today according to S&P Global, especially in markets such as Germany, France, and Poland. This transaction, together with Nextpower’s recent international launch of NX Gemini™ (https://nextpower.com/post/press-release/nextpower-expands-solar-tracker-portfolio-in-europe?locale=en-US), a two-in-portrait (2P) tracker, is expected to more than double Nextpower’s addressable GW opportunity in Europe.
Exhibit 99.1
Following the transaction close, the company is expected to operate as “Zimmermann PV, a Nextpower Company,” preserving continuity for customers, employees, and regional market relationships while enabling the business to scale through Nextpower’s global footprint.
To learn more about this announcement, see Nextpower’s investor presentation (https://s21.q4cdn.com/263848619/files/doc_presentations/2026/Jun/Nextpower-Signs-Agreement-to-Acquire-Zimmermann-PV-Steel-Group.pdf) or visit the Nextpower stand 580 (Hall A5) at The Smarter E Europe and Intersolar Europe tradeshow being held in Munich from June 23-25.
Adjusted EBITDA excludes interest expense, adjustment for taxes, depreciation, stock-based compensation, net intangible amortization, and acquisition-related costs. A quantitative reconciliation of adjusted EBITDA to the most comparable GAAP measure, net income, is not available without unreasonable efforts.
About Nextpower
Nextpower™ (Nasdaq: NXT) designs, engineers, and delivers an advanced energy technology platform for solar power plants, innovating across structural, electrical, and digital domains. Its integrated solutions streamline project execution, increase energy yield and long-term reliability, and enhance customer ROI. Building on over a decade of technology and market leadership, Nextpower partners with leading energy companies worldwide to meet rapidly expanding global electricity demand. Learn more at www.nextpower.com.
About Zimmermann
Zimmermann PV-Steel Group is a Germany-based PV technology company headquartered in Oberessendorf/Eberhardzell in southern Germany. Founded in 1950 and active in PV substructures since 2009, Zimmermann PV-Steel Group develops, plans, and supplies precision-engineered solar substructures for projects across Europe and other markets. Learn more at www.pv-steel-group.com. Peryton Advisory acted as the financial advisor in connection with this transaction.
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 acquisition of Zimmermann PV-Steel Group by Nextpower, our ability to close the acquisition and the timing for the closing, our expectation of the run-rate revenue and adjusted EBITDA that the Zimmermann acquisition would contribute after closing and any other potential future financial benefits and contributions of the Zimmermann acquisition to Nextpower, the addressable market and expansion opportunities of the acquisition, the ability for Nextpower to deliver additional support and solutions in Europe as a result of the transaction and the benefits of the transaction and the future opportunities for the combined company, including the benefits Nextpower’s customers may realize as a result of integrating Zimmermann’s business into Nextpower. These forward-looking statements are only predictions, are based on various assumptions and on the current expectations of Nextpower’s management and may differ materially from actual results due to a variety of factors including but not limited to: our strategies, mission, plans, objectives and goals; the ability of Nextpower to successfully integrate Zimmermann’s operations, products and employees and our ability to achieve the synergies that we expect; unexpected costs, charges or expenses resulting from the
Exhibit 99.1
transaction; receipt of regulatory approvals in a timely manner or at all; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; the market demand for our products, solutions and services and our ability to deliver them to customers; the retention of key employees, customers or suppliers; projections regarding the U.S., European and global demand for electricity and solar power; our competitiveness and global market share; macro-economic trends; growth opportunities and plans for future operations; and legislative, regulatory and economic developments, including changing business conditions in our industry or markets overall and the economy in general. Other risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements 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 the 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.
Investor Relations Contact
Sarah Lee
Investor@nextpower.com
Media Contacts
Jasmin Rast (on behalf of Nextpower)
Nextpower@hbi.de
+49 176 87511635
Brandy Lee (Global)/Beatriz Mateu (Europe)
Media@nextpower.com
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