Form 8-K

8-K — Nextpower Inc.

Accession: 0001852131-26-000055

Filed: 2026-10-28

Period: 2026-10-26

CIK: 0001852131

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Results of Operations and Financial Condition

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — nxt-20261026.htm (Primary)

EX-99.1 (ex991_q227.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: nxt-20261026.htm · Sequence: 1

nxt-20261026

false000185213100018521312026-10-262026-10-26

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): October 26, 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

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 October 28, 2026, Nextpower Inc. (the “Company”) issued a press release announcing its results for the second fiscal quarter ended October 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2026, the Board of Directors (the “Board”) of the Company increased the size of the Board from ten to twelve and appointed Sarah Slusser and Michael Alvarez to serve as directors of the Company. Ms. Slusser will serve as a Class II director of the Company, effective as of November 1, 2026, with a term of office expiring at the Company’s 2027 annual meeting of stockholders, and Mr. Alvarez will serve as a Class III director of the Company, effective as of December 1, 2027, with a term of office expiring at the Company’s 2028 annual meeting of stockholders.

Appointment of Sara Slusser

Ms. Slusser, 64, served as Chief Executive Officer of Cypress Creek Renewables, a leading U.S. power producer, from June 2019 through March 2026. Prior to joining Cypress Creek Renewables, Ms. Slusser founded and served as Managing Director at Point Reyes Energy Partners, LLC, a solar and energy storage advisory and development company, from September 2016 through June 2019. Prior to this, Ms. Slusser co-founded GeoGlobal Energy LLC, a geothermal company in the U.S., Chile and Germany. Before co-founding GeoGlobal, Ms. Slusser held various positions at The AES Corporation, a utility and power generation company, for 21 years, where she ultimately led the corporate mergers and acquisitions group as Senior Vice President, Global M&A. Ms. Slusser currently serves as an independent director on the board of directors of Prologis, Inc., a logistics and real estate company, since May 2025, where she serves on its audit and nomination & governance committees. From May 2020 through May 2025, Ms. Slusser served on the board of directors of TransAlta Corporation, a publicly traded Canadian electricity power generator.

Ms. Slusser earned her B.A. from Harvard University, and her M.B.A. from Yale School of Management.

The Board has determined that Ms. Slusser qualifies as an independent director in accordance with the Nasdaq listing rules and otherwise meets all applicable requirements to serve on the Board.

Ms. Slusser will be compensated in accordance with Nextpower’s non-employee director compensation program, as described in the Company’s proxy statement for the 2026 annual meeting of stockholders, as filed with the Securities and Exchange Commission on July 7, 2026 (the “2026 Proxy Statement”).

There is no arrangement or understanding with any person pursuant to which Ms. Slusser was appointed as a member of the Board, and there are no family relationships between Ms. Slusser and any director or executive officer of Nextpower. Additionally, there are no related person transactions between Ms. Slusser and Nextpower and/or its subsidiaries that are required to be reported under Item 404(a) of Regulation S-K.

Nextpower entered into its standard director indemnification agreement with Ms. Slusser.

Appointment of Michael Alvarez

Mr. Alvarez, 70, is a Co-Founder and has served as Chief Risk Officer of Longroad Energy Holdings, LLC, a U.S.-based renewable energy company focused on developing and operating wind, solar, storage, and digital infrastructure projects throughout the U.S., since June 2026. Prior to his role as Chief Risk Officer, Mr. Alvarez served as Chief Operating Officer of Longroad Energy from April 2016 to July 2026. Prior to co-founding Longroad Energy, Mr. Alvarez served as President

and CFO of First Wind Holdings, LLC, a renewable energy company, from 2006 to 2016. Mr. Alvarez has also previously served as Vice President of Strategic Planning at Edison International, a public utility holding company and Executive Vice President, Chief Financial Officer, and General Counsel at Nexant Inc., an energy, software and consulting company.

Mr. Alvarez earned his B.A., Economics, from the University of Virginia and his J.D. from the University of Virginia School of Law.

The Board has determined that Mr. Alvarez qualifies as an independent director in accordance with the Nasdaq listing rules and otherwise meets all applicable requirements to serve on the Board.

Mr. Alvarez will be compensated in accordance with Nextpower’s non-employee director compensation program, as described in the 2026 Proxy Statement.

There is no arrangement or understanding with any person pursuant to which Mr. Alvarez was appointed as a member of the Board, and there are no family relationships between Mr. Alvarez and any director or executive officer of Nextpower. Additionally, there are no related person transactions between Mr. Alvarez and Nextpower and/or its subsidiaries that are required to be reported under Item 404(a) of Regulation S-K.

Nextpower entered into its standard director indemnification agreement with Mr. Alvarez.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Press Release, dated October 28, 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: October 28, 2026

EX-99.1

Filename: ex991_q227.htm · Sequence: 2

Document

Exhibit 99.1

Nextpower Reports Q2 Fiscal Year 2027 Financial Results

Record Revenue of $1.1 Billion

Record Bookings Increase Backlog to over $6 Billion

FREMONT, Calif., October 28, 2026 – Nextpower™ (Nasdaq: NXT), a leading provider of clean power technology solutions, today announced financial results for the second quarter for fiscal year 2027, ended October 2, 2026.

Financial Summary

(In millions, except per share)

Q2 FY27 Q1 FY27 Q2 FY26

Revenue $1,109 $935 $905

GAAP Gross Profit $345 $336 $293

GAAP Gross Margin 31.1 % 35.9 % 32.4 %

GAAP Net Income $165 $165 $147

GAAP Net Income Margin 14.9 % 17.7 % 16.2 %

GAAP Diluted EPS $1.08 $1.07 $0.97

Adjusted Gross Profit $355 $342 $300

Adjusted Gross Margin 32.0 % 36.6 % 33.1 %

Adjusted EBITDA $250 $233 $224

Adjusted EBITDA Margin 22.5 % 24.9 % 24.7 %

Adjusted Net Income $202 $186 $181

Adjusted Diluted EPS $1.31 $1.20 $1.19

Q2 FY27, Q1 FY27, and Q2 FY26 results include approximately $99 million, $99 million, and $67 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

Company Highlights

•Delivered record quarterly results, including revenue of over $1.1 billion, net income of $165 million, and adjusted EBITDA of approximately $250 million.

•Completed the Zimmermann PV-Steel Group acquisition for approximately €230 million, subject to customary working capital adjustments, with no stock or earnout.

•Announced Sarah Slusser and Michael Alvarez will join our Board, bringing experience across renewables, power generation, project operations, finance, and risk management.

Products and Innovation

•Deployed NX Earth Truss™ foundations with NX Horizon® trackers equipped with Hail Pro™, demonstrating complementary product integration across our technology platform.

•Secured a U.S. patent for NX PowerMerge™, which is now in commercial deployment at scale, with more than 2 GW in backlog.

•Added fixed-tilt and structural solutions to our product portfolio through the Zimmermann acquisition.

Market and Sales Momentum

•Bookings reached a quarterly record, and backlog exceeded $6 billion.

•Secured a 1.1 GW inverter framework agreement across five projects and shipped first NX Power Conversion systems to customers.

•eBOS bookings exceeded $100 million, a quarterly record; foundations also posted record quarterly bookings.

•Zimmermann acquisition provides access to an established European customer base for complementary products, and the acquisition added 15 countries, expanding our reach to a total of 68 countries.

“Nextpower delivered record quarterly revenue and bookings and grew backlog to more than $6 billion, reflecting continued demand strength for our tracker products, alongside rapidly accelerating demand and orders for our additional products and services,” said Dan Shugar, CEO and founder of Nextpower. “Customer adoption of our integrated platform is growing. Recent examples include energy storage and other complementary offerings accounting for approximately 22% of our Q2 revenue, record quarterly eBOS bookings of more than $100 million, and a 1.1-gigawatt inverter supply agreement signed with a leading Tier 1 IPP. These achievements reflect the strength of our customer relationships and differentiated technology. We remain focused on expanding our participation across the project lifecycle, helping customers build faster, enhance yield, and optimize long-term operation.”

“Our team’s strong execution across the business led to record quarterly revenue and adjusted EBITDA with cash flow from operations of $158 million and strong adjusted free cash flow of approximately $135 million,” said Chuck Boynton, CFO of Nextpower. “We ended the quarter with over $1 billion of cash and cash equivalents and no debt, while funding new acquisitions and returning approximately $162 million to shareholders through share repurchases. We look forward to sharing more about our long-term strategy and financial framework at our Capital Markets Day in Las Vegas on November 16th.”

FY2027 Annual Outlook

Updated Outlook Previous Outlook

Revenue $4.2 to $4.45 billion $4.1 to $4.4 billion

GAAP Net Income $559 to $598 million $540 to $573 million

GAAP Diluted EPS $3.62 to $3.87 $3.42 to $3.64

Adjusted EBITDA $890 to $940 million $870 to $930 million

Adjusted Diluted EPS $4.61 to $4.87 $4.42 to $4.73

Updated outlook includes Q3 FY27 revenue at approximately 10% year over year growth, and Q3 FY27 adjusted EBITDA margin roughly 1 to 2 percentage points below Q4 FY27.

Adjusted EBITDA range of $890 million to $940 million excludes approximately $185 million for stock-based compensation, net intangible amortization, and acquisition related costs.

Adjusted Diluted EPS range of $4.61 to $4.87 excludes approximately $0.99 for stock-based compensation, net intangible amortization, and acquisition related costs, net of impacts for tax.

Q2 FY2027 Earnings Call

October 28, 2026

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

Live webcast available on investors.nextpower.com

We encourage you to review our Q2 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, fixed-tilt and structural solutions and 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 recent acquisitions, including the benefits our customers may realize as a result of integrating these businesses and assets into Nextpower’s; and statements regarding our updated 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 integrate our 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

October 2, 2026 July 3, 2026 September 26, 2025

Revenue $ 1,109,276 $ 935,170 $ 905,268

Cost of sales 763,960 599,317 612,408

Gross profit 345,316 335,853 292,860

Selling, general and administrative expenses 92,202 100,438 84,626

Research and development 45,568 44,508 26,889

Operating income 207,546 190,907 181,345

Interest expense 350 253 730

Other income, net (7,876) (8,271) (2,110)

Income before income taxes 215,072 198,925 182,725

Provision for income taxes 49,619 33,570 35,864

Net income 165,453 165,355 146,861

Earnings per share:

Basic $ 1.09 $ 1.10 $ 0.99

Diluted $ 1.08 $ 1.07 $ 0.97

Weighted-average shares used in computing per share amounts:

Basic 151,496 150,778 148,028

Diluted 153,909 155,142 152,018

Nextpower Inc.

Unaudited condensed consolidated statements of operations (continued)

(In thousands, except per share data)

Six-month periods ended

October 2, 2026 September 26, 2025

Revenue $ 2,044,446 $ 1,769,521

Cost of sales 1,363,277 1,194,935

Gross profit

681,169 574,586

Selling, general and administrative expenses 192,640 158,562

Research and development 90,076 48,449

Operating income

398,453 367,575

Interest expense 603 1,946

Other income, net (16,147) (8,063)

Income before income taxes

413,997 373,692

Provision for income taxes 83,189 69,648

Net income

330,808 304,044

Earnings per share:

Basic $ 2.19 $ 2.06

Diluted $ 2.14 $ 2.01

Weighted-average shares used in computing per share amounts:

Basic 151,131 147,480

Diluted 154,520 151,110

Schedule II

Nextpower Inc.

Unaudited condensed consolidated balance sheets

(In thousands)

As of October 2, 2026 As of March 31, 2026

ASSETS

Current assets:

Cash and cash equivalents $ 1,029,886 $ 1,094,976

Accounts receivable, net of allowance of $2,273 and $2,078, respectively

584,299 417,043

Contract assets 615,732 533,257

Inventories 264,136 262,276

Section 45X credit receivable 359,681 352,598

Other current assets 204,932 186,406

Total current assets 3,058,666 2,846,556

Property and equipment, net 108,639 78,356

Goodwill 653,594 488,950

Other intangible assets, net 233,382 78,046

Deferred tax assets 510,231 511,815

Other assets 74,950 69,489

Total assets $ 4,639,462 $ 4,073,212

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 643,664 $ 533,490

Accrued expenses 147,052 130,133

Deferred revenue 413,762 307,492

Other current liabilities 169,007 192,747

Total current liabilities 1,373,485 1,163,862

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

Long-term deferred revenue 100,826 102,493

Other liabilities 145,533 99,801

Total liabilities 1,993,655 1,738,815

Total stockholders’ equity 2,645,807 2,334,397

Total liabilities and stockholders’ equity $ 4,639,462 $ 4,073,212

Schedule III

Nextpower Inc.

Unaudited condensed consolidated statements of cash flows

(In thousands)

Six-month periods ended

October 2, 2026 September 26, 2025

Cash flows from operating activities:

Net income $ 330,808 $ 304,044

Depreciation and amortization of intangible assets 23,689 13,150

Changes in working capital and other, net (75,336) (48,991)

Net cash provided by operating activities 279,161 268,203

Cash flows from investing activities:

Payment for business acquisitions, net of cash acquired (132,455) (108,346)

Purchases of property and equipment

(39,026) (26,732)

Other investing activities (8,000) (7,443)

Net cash used in investing activities (179,481) (142,521)

Cash flows from financing activities:

Repurchase of common stock (162,068) —

Proceeds from exercises of options awards 32,820 —

TRA payment (19,381) (27,427)

Payment of acquisition deferred purchase price (16,141) (14,013)

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

Payment of revolver issuance costs — (1,993)

Net cash used in financing activities (164,770) (46,443)

Net (decrease) increase in cash and cash equivalents (65,090) 79,239

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

Cash and cash equivalents end of period $ 1,029,886 $ 845,342

Six-month periods ended

Adjusted free cash flow October 2, 2026 September 26, 2025

Net cash provided by operating activities $ 279,161 $ 268,203

Purchases of property and equipment (39,026) (26,732)

Adjusted free cash flow $ 240,135 $ 241,471

Schedule IV

Nextpower Inc.

Reconciliation of GAAP to Non-GAAP financial measures

(In thousands, except percentages and per share data)

Three-month periods ended

October 2, 2026 July 3, 2026 September 26, 2025

GAAP gross profit & margin $ 345,316 31.1% $ 335,853 35.9% $ 292,860 32.4%

Stock-based compensation expense 5,602 4,445 5,077

Intangible amortization 4,513 1,985 1,649

Adjusted gross profit & margin $ 355,431 32.0% $ 342,283 36.6% $ 299,586 33.1%

GAAP operating income & margin $ 207,546 18.7% $ 190,907 20.4% $ 181,345 20.0%

Stock-based compensation expense 29,936 29,638 31,653

Intangible amortization

8,958 3,375 2,918

Acquisition related costs

206 4,148 2,577

Adjusted operating income & margin $ 246,646 22.2% $ 228,068 24.4% $ 218,493 24.1%

GAAP net income & margin $ 165,453 14.9% $ 165,355 17.7% $ 146,861 16.2%

Stock-based compensation expense 29,936 29,638 31,653

Intangible amortization 8,958 3,375 2,918

Adjustment for taxes

(2,601) (16,254) (3,420)

Acquisition related costs 206 4,148 2,577

Adjusted net income & margin $ 201,952 18.2% $ 186,262 19.9% $ 180,589 19.9%

GAAP net income & margin $ 165,453 14.9% $ 165,355 17.7% $ 146,861 16.2%

Interest, net

(9,612) (9,159) (5,911)

Debt extinguishment cost

— — 5,121

Provision for income taxes 49,619 33,570 35,864

Depreciation expense 5,965 5,391 4,443

Intangible amortization 8,958 3,375 2,918

Stock-based compensation expense 29,936 29,638 31,653

Acquisition related costs 206 4,148 2,577

Other

(819) 235 —

Adjusted EBITDA & margin $ 249,706 22.5% $ 232,553 24.9% $ 223,526 24.7%

Diluted earnings per share

GAAP diluted earnings per share $ 1.08 $ 1.07 $ 0.97

Earnings per share attributable to Non-GAAP adjustments 0.23 0.13 0.22

Adjusted diluted earnings per share $ 1.31 $ 1.20 $ 1.19

Diluted shares used in computing per share amounts 153,909 155,142 152,018

Nextpower Inc.

Reconciliation of GAAP to Non-GAAP financial measures (continued)

(In thousands, except percentages and per share data)

Six-month periods ended

October 2, 2026 September 26, 2025

GAAP gross profit & margin $ 681,169 33.3% $ 574,586 32.5%

Stock-based compensation expense

10,047 7,315

Intangible amortization

6,498 2,808

Adjusted gross profit & margin $ 697,714 34.1% $ 584,709 33.0%

GAAP operating income & margin $ 398,453 19.5% $ 367,575 20.8%

Stock-based compensation expense

59,574 53,963

Intangible amortization

12,333 4,977

Acquisition related costs

4,354 3,656

Adjusted operating income & margin $ 474,714 23.2% $ 430,171 24.3%

GAAP net income & margin $ 330,808 16.2% $ 304,044 17.2%

Stock-based compensation expense

59,574 53,963

Intangible amortization

12,333 4,977

Adjustment for taxes

(18,855) (10,549)

Acquisition related costs

4,354 3,656

Adjusted net income & margin $ 388,214 19.0% $ 356,091 20.1%

GAAP net income & margin $ 330,808 16.2% $ 304,044 17.2%

Interest, net

(18,771) (11,282)

Debt extinguishment cost

— 5,121

Provision for income taxes 83,189 69,648

Depreciation expense 11,356 8,173

Intangible amortization 12,333 4,977

Stock-based compensation expense 59,574 53,963

Acquisition related costs

4,354 3,656

Other

(584) —

Adjusted EBITDA & margin

$ 482,259 23.6% $ 438,300 24.8%

Diluted earnings per share

GAAP diluted earnings per share $ 2.14 $ 2.01

Earnings per share attributable to Non-GAAP adjustments 0.37 0.35

Adjusted diluted earnings per share $ 2.51 $ 2.36

Diluted shares used in computing per share amounts 154,520 151,110

See the accompanying notes on Schedule V attached to this press release

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.

Debt extinguishment cost consists of nonrecurring costs for the termination of our prior credit agreement related to the revolver credit facilities originally entered into on February 13, 2023.

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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Oct. 26, 2026

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Nextpower Inc.

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