8-K

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): May 28, 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 May 28, 2026, Nextpower Inc., a Delaware corporation (the “Company”) and Nextpower LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Buyer”), entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Prevalon Energy LLC, a Delaware limited liability company (“Prevalon”) and Emerald Energy Storage LLC, a Delaware limited liability company (“Seller”), pursuant to which Buyer has agreed to purchase 100% of the issued and outstanding equity interests of Prevalon from Seller for total consideration of up to $365 million, consisting of (i) approximately $150 million in cash consideration to be paid at closing, (ii) $50 million in stock consideration consisting of shares of Class A common stock of the Company (“Company Common Stock”) to be issued one year after closing and priced at the average of the daily volume-weighted average prices for Company Common Stock on the Nasdaq Stock Market LLC for each of the 60 consecutive complete trading days ending with May 27, 2026, and (iii) up to $165 million of contingent cash consideration, subject to the terms and conditions of the Equity Purchase Agreement.

The Company 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 May 28, 2026, the Company 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 Equity 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 Prevalon, future financial and operating results of Prevalon and the Company, 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 Prevalon’s business into the Company. These forward-looking statements are only predictions, are based on various assumptions and on the current expectations of the Company’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 the Company to successfully integrate Prevalon’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 and battery energy storage 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 the Company’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and other documents that the Company has filed or will file with the Securities and Exchange Commission. There may be additional risks that the Company is not aware of or that the Company 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. The Company 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 May 28, 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/ Charles Boynton
	Charles Boynton
	Chief Financial Officer

Date: May 28, 2026

EX-99.1

Nextpower Announces Entry into Battery Energy Storage (BESS) and

AI Data Center Markets with Definitive Agreement to Acquire Prevalon Energy,

Increases Fiscal Year 2027 Outlook

•Acquisition is expected to extend Nextpower’s solar power technology platform with the integration of BESS and energy management software

•Expands market opportunity for energy infrastructure to serve the utility grid, AI data centers, and industrial power systems

•Prevalon has over 6 GWh of BESS systems deployed globally and 1.3 GW of firm supply contracts supporting AI and hyperscaler data center infrastructure deployments

•Transaction expected to be accretive to FY27 financial outlook

FREMONT, Calif., May 28, 2026 — Nextpower™ (Nasdaq: NXT), a leading provider of solar and power technology solutions for utility-scale power plants, today announced it has entered into a definitive agreement to acquire Prevalon Energy, a U.S.-headquartered joint venture between Mitsubishi Power Americas and EES, for total consideration of up to $365 million, not including cash to be acquired, comprising cash and stock. Closing of the transaction is subject to customary closing conditions, including antitrust regulatory review.

The acquisition is expected to extend Nextpower’s technology platform across BESS and intelligent controls for critical power infrastructure. The Company projects that the global demand for BESS outside China could represent an opportunity of up to $35 billion by 2030, with the U.S. comprising up to $15 billion.

In connection with the transaction, Nextpower is raising its fiscal year 2027 outlook, which assumes the successful closing of the transaction. Nextpower now expects fiscal 2027 revenue of approximately $4.0 billion to $4.4 billion, compared to its prior outlook of $3.8 billion to $4.1 billion, and adjusted EBITDA of approximately $845 million to $930 million, compared to its prior outlook of $825 million to $900 million. Nextpower will provide additional details on its updated outlook during an investor conference call later today.

“Prevalon was the perfect choice for Nextpower to expand into BESS,” said Markus Wilhelm, founder and CEO of Strata Energy. “Both companies are technology focused and understand power, utilities, and complex use cases for customers. Prevalon’s BESS hardware and software platform solves challenging problems for utility-connected and self-powered AI data centers, including inertia support, grid stabilization, contingency management, and GPU AI workload smoothing. This is a differentiated, competitive advantage that Nextpower’s customers will value.”

Strata was one of the early movers in BESS, delivering over a dozen utility-scale BESS projects since 2018.

“Many of our customers have rapidly expanded their storage programs and asked us to extend Nextpower’s platform into power conversion and BESS to deliver fully integrated firm power solutions,” said Dan Shugar, founder and CEO of Nextpower. “Together with our recently announced and complementary power conversion acquisition, we expect that Prevalon’s BESS platform will open new market opportunities for Nextpower in AI data center power supply

applications. Prevalon is already engaged with large hyperscalers with a lean, seasoned team that has a solid track record delivering BESS for utilities and IPPs across a variety of use cases.”

Prevalon’s BESS technology supports applications where power quality, rapid response, and deployment speed are critical, including AI data centers, private grids, grid-connected storage, and industrial power systems. Its Hybrid Power Stabilizer is designed to manage rapid load changes and support grid stability, while its HD5™ DC block and newly released HD5™ AC block products provide modular energy storage building blocks supported by insightOS controls, monitoring, diagnostics, and long-term service capabilities.

“Prevalon shares Nextpower’s relentless focus on innovation, quality, reliability, and customer success,” said Tom Cornell, President and CEO of Prevalon Energy. “Operating as part of Nextpower, we can leverage their global reach and deep client relationships. Our customers will benefit from doing business with a reliable, investment-grade partner with decades of experience in power generation and management.”

The acquisition continues Nextpower’s evolution to a comprehensive, integrated energy technology platform spanning structural systems, electrical infrastructure, power conversion, storage, controls, automation, and software. Earlier this month, Nextpower entered into a definitive agreement to acquire key power conversion technology used to store and dispatch electricity reliably and efficiently.

The transaction is expected to close in Q2 FY27, subject to customary regulatory approvals and closing conditions.

FY2027 Annual Outlook

	Updated Outlook	Previous Outlook
Revenue	$4.0 to $4.4 billion	$3.8 to $4.1 billion
GAAP Net Income	$507 to $573 million	$501 to $559 million
GAAP Diluted EPS	$3.22 to $3.64	$3.19 to $3.56
Adjusted EBITDA	$845 to $930 million	$825 to $900 million
Adjusted Diluted EPS	$4.30 to $4.73	$4.21 to $4.59

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 $845 million to $930 million excludes approximately $208 million for stock-based compensation, net intangible amortization, and acquisition related costs.

Adjusted Diluted EPS range of $4.30 to $4.73 excludes approximately $1.09 for stock-based compensation, net intangible amortization, and acquisition related costs, net of impacts for tax. 

Investor Conference Call and Webcast

Nextpower will host an investor conference call and webcast to discuss the acquisition today, May 28, at 2 p.m. PT/5 p.m. ET. The live webcast and presentation materials are available at investors.nextpower.com.

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

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. Our integrated solutions are designed to streamline project execution, increase energy yield and long-term reliability, and enhance customer ROI. Building on over a decade of technology and market leadership, the company delivers intelligent power generation systems and services to meet rapidly expanding global electricity demand. Nextpower partners with the world’s leading energy companies to power what’s next. 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 acquisition of Prevalon by Nextpower, future financial and operating results of Prevalon and Nextpower, including our outlook for fiscal year 2027 and beyond, the future demand for BESS, 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 Prevalon’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 Prevalon’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 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 Contact

Brandy Lee

Media@nextpower.com

XML

Document and Entity Information	May 28, 2026
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 28, 2026
Entity Registrant Name	Nextpower Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-41617
Entity Tax Identification Number	36-5047383
Entity Address, Address Line One	6200 Paseo Padre Parkway
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94555
City Area Code	(510)
Local Phone Number	270-2500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.0001
Trading Symbol	NXT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001852131