nxt-20260703

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended July 3, 2026

			Or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

			Commission file number: 001-41617
			Nextpower Inc.
			(Exact name of registrant as specified in its charter)


Delaware		36-5047383
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555
(Address, including zip code of registrant’s principal executive offices)

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

NXT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 24, 2026, there were 151,729,520 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class B common stock outstanding.


	TABLE OF CONTENTS
	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:	2
	Unaudited Condensed Consolidated Balance Sheets as of July 3, 2026 and March 31, 2026	2
	Unaudited Condensed Consolidated Statements of Operations for the three-month periods ended July 3, 2026 and June 27, 2025	3
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the three-month periods ended July 3, 2026 and June 27, 2025	4
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three-month periods ended July 3, 2026 and June 27, 2025	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three-month periods ended July 3, 2026 and June 27, 2025	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
Signatures		60

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nextpower Inc.

Unaudited condensed consolidated balance sheets

(In thousands, except share and per share amounts)


	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
Commitments and contingencies (Note 7)


Stockholders’ equity:
Class A common stock, $0.0001 par value, 900,000,000 shares authorized, 151,654,811 shares and 149,391,483 shares issued and outstanding, respectively	15		15

Additional paid-in-capital	4,361,372		4,305,726
Accumulated deficit	(1,806,172)		(1,971,527)
Accumulated other comprehensive income	1,888		183


Total stockholders’ equity	2,557,103		2,334,397
Total liabilities and stockholders’ equity	$	4,262,207	$	4,073,212

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Nextpower Inc.

Unaudited condensed consolidated statements of operations

(In thousands, except share and per share amounts)


	Three-month periods ended
	July 3, 2026		June 27, 2025
Revenue	$	935,170	$	864,253
Cost of sales	599,317		582,527
Gross profit	335,853		281,726
Selling, general and administrative expenses	100,438		73,936
Research and development	44,508		21,560
Operating income	190,907		186,230
Interest expense	253		1,216
Other income, net	(8,271)		(5,953)
Income before income taxes	198,925		190,967
Provision for income taxes	33,570		33,784
Net income	165,355		157,183



Earnings per share:
Basic	$	1.10	$	1.06
Diluted	$	1.07	$	1.04
Weighted-average shares used in computing per share amounts:
Basic	150,778,130		147,631,000
Diluted	155,141,856		150,900,696

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Nextpower Inc.

Unaudited condensed consolidated statements of comprehensive income

(In thousands)


	Three-month periods ended
	July 3, 2026		June 27, 2025
Net income	$	165,355	$	157,183
Other comprehensive income, net of tax:
Unrealized gain on derivative instruments	1,705		—

Comprehensive income	$	167,060	$	157,183

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Nextpower Inc.

Unaudited condensed consolidated statements of stockholders’ equity

(In thousands, except share amounts)


	Class A common stock
Three-month period ended July 3, 2026	Shares outstanding	Amounts		Additional paid-in-capital		Accumulated deficit		Accumulated other comprehensive income		Total stockholders’ equity
BALANCE AT MARCH 31, 2026	149,391,483	$	15	$	4,305,726	$	(1,971,527)	$	183	$	2,334,397
Net income	—	—		—		165,355		—		165,355
Stock-based compensation expense	—	—		29,638		—		—		29,638
Vesting of RSU and PSU awards	1,024,863	—		—		—		—		—
Exercises of options awards	1,238,465	—		26,008		—		—		26,008

Total other comprehensive income	—	—		—		—		1,705		1,705



BALANCE AT JULY 3, 2026	151,654,811	$	15	$	4,361,372	$	(1,806,172)	$	1,888	$	2,557,103


	Class A common stock
Three-month period ended June 27, 2025	Shares outstanding	Amounts		Additional paid-in-capital		Accumulated deficit		Accumulated other comprehensive loss		Total stockholders’ equity
BALANCE AT MARCH 31, 2025	145,648,231	$	15	$	4,185,823	$	(2,557,410)	$	(298)	$	1,628,130
Net income	—	—		—		157,183		—		157,183
Stock-based compensation expense	—	—		22,310		—		—		22,310
Vesting of RSU and PSU awards	2,315,743	—		—		—		—		—



Total other comprehensive loss	—	—		—		—		(479)		(479)
BALANCE AT JUNE 27, 2025	147,963,974	$	15	$	4,208,133	$	(2,400,227)	$	(777)	$	1,807,144

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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

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

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

Non-cash investing and financing activities:
Unpaid purchases of property and equipment	$	2,084	$	1,415

Right-of-use assets obtained in exchange of lease liabilities	—		884
Unpaid purchase of intangible assets	—		372
Transfers from property and equipment, net to inventories	2,744		—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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NEXTPOWER

Notes to the unaudited condensed consolidated financial statements

1.Description of business and organization of Nextpower Inc.

Nextpower Inc. and its subsidiaries (“Nextpower”, “we”, the “Company”) is a leading global provider of solar and energy technology solutions for utility-scale power plants. Founded in 2013 by our Chief Executive Officer, Dan Shugar, Nextpower pioneered and remains the global market leader in solar tracking systems. Nextpower now delivers an integrated suite of structural, electrical, and digital solutions across the full lifecycle of solar power plants, from design and construction through operations and maintenance. Nextpower’s integrated solutions are designed to streamline project execution, increase energy yield and long-term reliability, and enhance customer return on investment. Nextpower has operations in the United States, Brazil, Argentina, Peru, Mexico, Spain and other locations in Europe, India, Australia, the Middle East and Africa.

2.Summary of accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2026, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company’s financial statements fairly have been included. Operating results for the three-month period ended July 3, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2027 or any future period. The unaudited condensed consolidated balance sheet as of March 31, 2026 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and balances within Nextpower have been eliminated.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The first quarters for fiscal years 2027 and 2026 ended on July 3, 2026 (94 days) and June 27, 2025 (88 days), respectively.

Translation of foreign currencies

The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income, net in the accompanying unaudited condensed consolidated statements of operations. The Company recognized foreign currency exchange losses of $1.0 million and $0.3 million during the three-month periods ended July 3, 2026 and June 27, 2025, respectively, driven by unfavorable exchange rate fluctuations in certain currencies.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans and fair values of assets obtained and liabilities assumed in business combinations. Due to geopolitical conflicts (including the Russian invasion of Ukraine and the U.S.-Iran war), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the unaudited condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited condensed consolidated financial statements.

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NEXTPOWER

Notes to the unaudited condensed consolidated financial statements

Product warranty

Nextpower offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from two to ten years, depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on the Company’s warranty model which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from Nextpower specific projects. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary.

The following table summarizes the activity related to the estimated accrued warranty reserve for the three-month periods ended July 3, 2026 and June 27, 2025:


	Three-month periods ended
	July 3, 2026		June 27, 2025
	(In thousands)
Beginning balance	$	32,845	$	17,981
Provision for warranties issued	2,514		2,323
Payments	(1,283)		(1,832)
Ending balance	$	34,076	$	18,472

Out of the total warranty liabilities of $34.1 million, $32.8 million and $18.5 million as of July 3, 2026, March 31, 2026, and June 27, 2025, respectively, $8.2 million, $8.0 million, and $8.0 million, respectively, were presented within other liabilities on the unaudited condensed consolidated balance sheets, while short-term warranty liabilities were presented within other current liabilities.

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Nextpower’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects.

Other current assets

Other current assets include short-term deposits and advances of $29.5 million and $51.3 million as of July 3, 2026 and March 31, 2026, respectively, primarily related to advance payments to certain vendors for procurement of inventory.

Deferred tax assets

Deferred tax assets of $509.0 million and $511.8 million as of July 3, 2026 and March 31, 2026, respectively, are primarily related to the Company’s investment in Nextpower LLC (the “LLC”) as described in Note 12 in the notes to the consolidated financial statements included in the Form 10-K.

Accrued expenses

Accrued expenses include accruals primarily for freight and tariffs of $71.1 million and $58.2 million as of July 3, 2026 and March 31, 2026, respectively. In addition, accrued expenses also include $41.9 million and $71.9 million of accrued payroll as of July 3, 2026 and March 31, 2026, respectively.

TRA liability

The TRA liability related to the amount expected to be paid to Flex Ltd. (“Flex” or the “former parent”), TPG Inc. (“TPG”) and TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) pursuant to the Tax Receivable Agreement (as defined in the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” in the Form 10-K), was

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Notes to the unaudited condensed consolidated financial statements

$393.2 million and $393.2 million, as of July 3, 2026 and March 31, 2026, respectively, of which $373.8 million and $372.7 million, respectively, was included in TRA liability and $19.4 million and $20.5 million, respectively, was included in other current liabilities on the unaudited condensed consolidated balance sheets. During the three-month period ended June 27, 2025, a payment of $2.9 million, was made to the former parent, TPG and the TPG Affiliates, which is presented as a financing activity on the unaudited condensed consolidated statement of cash flows. No payment was made during the three-month period ended July 3, 2026.

Other liabilities

Other liabilities primarily consist of long-term lease liabilities of $38.4 million and $41.0 million, and contingent earnouts for the Company’s acquisitions of $34.9 million and $38.6 million, as of July 3, 2026 and March 31, 2026, respectively.

Recently adopted accounting pronouncement

Financial Accounting Standards Board (“FASB”) Accounting Standards Update 2025-05, Financial Instruments—Credit Losses: In July 2025, the FASB issued a new accounting standard, which provides a practical expedient (for all entities) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification (“ASC”) 606. The Company adopted the new guidance in the first quarter of fiscal year 2027 with an immaterial impact on its unaudited condensed consolidated financial statements.

3.Revenue

Based on ASC 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextpower’s revenue disaggregated based on timing of transfer-point in time and over time for the three-month periods ended July 3, 2026 and June 27, 2025:


	Three-month periods ended
	July 3, 2026		June 27, 2025
	(In thousands)
Timing of Transfer
Point in time	$	95,972	$	16,963
Over time	839,198		847,290
Total revenue	$	935,170	$	864,253

Contract balances

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the unaudited condensed consolidated balance sheets. Nextpower’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $607.4 million and $533.3 million as of July 3, 2026 and March 31, 2026, respectively, are presented in the unaudited condensed consolidated balance sheets, of which $144.8 million and $133.9 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets increased by $74.1 million from March 31, 2026 to July 3, 2026 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time.

During the three-month periods ended July 3, 2026 and June 27, 2025, Nextpower converted $141.2 million and $151.6 million of deferred revenue to revenue, respectively, which represented 34% and 44%, respectively, of the beginning period balance of deferred revenue.

Remaining performance obligations

As of July 3, 2026, Nextpower had $432.8 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 74% of these performance obligations in the next 12 months. The

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Notes to the unaudited condensed consolidated financial statements

remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects.

4.Goodwill and intangible assets

Goodwill

During the three-month period ended July 3, 2026, there were no changes to the Company’s goodwill balance, which remained at $489.0 million as of July 3, 2026.

Other intangible assets

During the three-month period ended July 3, 2026, the total gross value of other intangible assets increased by $6.0 million, due to additional developed technology acquired by the Company.

The components of identifiable intangible assets are as follows:


	As of July 3, 2026						As of March 31, 2026
	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
	(In thousands)
Developed technology	$	78,642	$	(10,681)	$	67,961	$	72,673	$	(8,784)	$	63,889
Customer relationships	19,159		(8,113)		11,046		19,159		(7,022)		12,137
Trade names and other intangibles	5,157		(3,524)		1,633		5,157		(3,137)		2,020
Total	$	102,958	$	(22,318)	$	80,640	$	96,989	$	(18,943)	$	78,046

The gross carrying amount of other intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations during the three-month periods ended July 3, 2026 and June 27, 2025 was as follows:


	Three-month periods ended
	July 3, 2026		June 27, 2025
	(In thousands)
Cost of sales	$	1,985	$	1,159
Selling general and administrative expense	1,390		900
Total amortization expense	$	3,375	$	2,059

The estimated future annual amortization expense for the acquired finite-lived intangible assets as of July 3, 2026 is as follows:


Fiscal year ending March 31,	Amount
	(In thousands)
2027 (1)	$	10,007
2028	12,204
2029	11,836
2030	8,882
2031	8,061
Thereafter	29,632
Total amortization expense	$	80,622

(1)Represents estimated amortization for the remaining fiscal nine-month period ending March 31, 2027.

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Notes to the unaudited condensed consolidated financial statements

5.Stock-based compensation

The Company adopted the First Amended and Restated 2022 Nextpower LLC Equity Incentive Plan in April 2022 (the “LLC Plan”), which provides for the issuance of options, unit appreciation rights, performance units, performance incentive units, restricted incentive units and other unit-based awards to employees, directors and consultants of the Company. Additionally, in connection with the Company’s initial public offering (“IPO”), the Company approved the Second Amended and Restated 2022 Nextpower Inc. Equity Incentive Plan (together with the LLC Plan, the “2022 Plan”) to reflect, among other things, that the underlying equity interests with respect to awards issued under the LLC Plan shall, in lieu of common units of the LLC, relate to Class A common stock of Nextpower for periods from and after the closing of the IPO.

The following table summarizes the Company’s stock-based compensation expense:


	Three-month periods ended
	July 3, 2026		June 27, 2025
	(In thousands)
Cost of sales	$	4,445	$	2,238
Selling, general and administrative expenses	21,168		18,492
Research and development	4,025		1,580
Total stock-based compensation expense	$	29,638	$	22,310

During the three-month period ended July 3, 2026, the Company granted 0.2 million time-based unvested restricted share units (“RSU”) awards to certain of its employees under the 2022 Plan. The vesting for these unvested RSU awards is contingent upon time-based vesting with continued service over a three-year period from the grant date, with a portion of the awards vesting at the end of each year. The weighted average fair value per share of the RSUs granted during the period was estimated to be $129.65 per award.

In addition, the Company also granted 0.2 million performance-based vesting (“PSU”) awards whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2029, and (ii) the achievement of certain metrics specific to the Company, which could result in a range of 0-300% of such PSUs ultimately vesting. The weighted average fair value per share of the PSUs granted during the three-month period ended July 3, 2026 was estimated to be $164.43 per award. The fair value of these PSU awards granted during the period was determined using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards. During the three-month period ended July 3, 2026, approximately 0.4 million PSU awards were granted and immediately vested, which represent the number of awards achieved above target levels based on the achievement of certain performance-based metrics related to PSU awards granted in fiscal year 2024.

No option awards were granted during the three-month period ended July 3, 2026.

Additionally, during the three-month period ended July 3, 2026, 1.4 million awards were forfeited primarily due to option awards granted in fiscal year 2023 that were forfeited upon exercises as a result of the maximum benefit limit stipulated within the applicable award agreement.

The total unrecognized compensation expense related to unvested awards under the 2022 Plan as of July 3, 2026 was approximately $215.2 million, which is expected to be recognized over a weighted-average period of approximately 2.2 years.

6.Earnings per share

Basic earnings per share excludes dilution and is computed by dividing net income by the weighted-average number of shares of Class A common stock outstanding during the applicable periods.

Diluted earnings per share reflects the potential dilution from stock-based compensation awards. The potential dilution from awards was computed using the treasury stock method based on the average fair market value of the Company’s common stock for the period.

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Notes to the unaudited condensed consolidated financial statements

The computation of earnings per share and weighted average shares outstanding of the Company’s common stock for the period is presented below:


	Three-month periods ended
	July 3, 2026					June 27, 2025
	Income		Weighted average shares outstanding	Per share		Income		Weighted average shares outstanding	Per share
	Numerator		Denominator	Amount		Numerator		Denominator	Amount
	(In thousands, except share and per share amounts)
Basic EPS
Net income	$	165,355	150,778,130	$	1.10	$	157,183	147,631,000	$	1.06

Effect of Dilutive Impact
Common stock equivalents from options awards (1)			1,482,913					1,438,906
Common stock equivalents from RSUs (2)			1,951,226					1,127,229
Common stock equivalents from PSUs (3)			929,587					703,561


Diluted EPS
Net income	$	165,355	155,141,856	$	1.07	$	157,183	150,900,696	$	1.04

(1)During the three-month periods ended July 3, 2026 and June 27, 2025, no options awards and approximately 0.9 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(2)During the three-month periods ended July 3, 2026 and June 27, 2025, an immaterial amount of RSU awards and approximately 0.4 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(3)During the three-month periods ended July 3, 2026 and June 27, 2025, an immaterial amount of PSU awards and approximately 0.4 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

7.Commitments and contingencies

Litigation and other legal matters

Nextpower has accrued for a loss contingency to the extent it believes that losses are probable and estimable. The amounts accrued are not material, but it is reasonably possible that actual losses could be in excess of Nextpower’s accrual. Any related excess loss could have a material adverse effect on Nextpower’s results of operations or cash flows for a particular period or on Nextpower’s financial condition.

On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextpower LLC (the “LLC Agreement”), the LLC made pro rata tax distributions in an aggregate amount of $94.3 million to the common members of the LLC, including an aggregate of $48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. (“Yuma Sub”). As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextpower. On February 21, 2025, Flex and Flextronics International USA, Inc. (collectively, the "Flex Plaintiffs") filed suit in the Delaware Court of Chancery, alleging that the Flex Plaintiffs are entitled to the distribution that was paid to Yuma Acquisition Sub LLC and Yuma Sub on February 6, 2024 under the terms of the contracts governing the Spin-off. The complaint asserts claims against Nextpower, the LLC, Yuma Acquisition Sub LLC and Yuma Sub (collectively “Defendants”) for breach of contract, breach of the implied covenant of good faith and fair dealing, mistake and unjust enrichment. On January 21, 2026, the court issued a memorandum opinion granting Defendants’ motion to dismiss the complaint. On February 16, 2026, the Flex Plaintiffs filed a notice of appeal with the Delaware Supreme Court. Briefing on appeal has been completed and oral argument is scheduled to occur on September 23, 2026.

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Notes to the unaudited condensed consolidated financial statements

Based on the current procedural posture of this matter, including the court’s memorandum opinion granting Defendants’ motion to dismiss and the pending appeal, Nextpower is unable to reasonably estimate a loss, if any, arising from this matter.

Antidumping and Countervailing Duties

Since April 2022, Nextpower has imported proprietary crystalline solar photovoltaic (“CSPV”) smart modules from Malaysia and Thailand that provide off-grid power to our controllers located either on each tracker row or on weather stations at the project site. In December 2024, U.S. Customs and Border Protection (“CBP”) instructed Nextpower to pay approximately $1 million in antidumping duty and countervailing duty (“AD/CVD”) cash deposits relating to a limited number of entries based on perceived certification deficiencies. To mitigate AD/CVD risk arising from potential procedural deficiencies in certain certifications submitted in connection with these imports, Nextpower submitted a prior disclosure to CBP. Additionally, Nextpower and filed a request for a changed circumstances review (“CCR”) with the U.S. Department of Commerce (“Commerce”), seeking an exclusion for its off-grid smart CSPV modules from the AD/CVD orders on CSPV cells and modules from China. In December 2025, Commerce issued the final results of the CCR and granted an exclusion for Nextpower's off-grid smart CSPV modules for purposes of the countervailing duty order, retroactive to January 1, 2022, and for purposes of the antidumping duty order, retroactive to December 1, 2022. Although Commerce's CCR determination substantially reduced Nextpower's potential AD/CVD exposure, the outcome of the pending litigation challenging the Solar Duty Waiver Regulation and CBP's treatment of Nextpower's certifications remain uncertain. Accordingly, Nextpower could be required to pay additional AD/CVD amounts with respect to certain entries if the U.S. Court of Appeals for the Federal Circuit upholds the U.S. Court of International Trade's decision or if CBP determines that applicable certifications are invalid. Additional background regarding the AD/CVD orders and related litigation is described in our Form 10-K.

8.Income taxes

The Company follows the guidance under ASC 740-270, “Interim Reporting,” which requires a company to calculate the income tax associated with ordinary income using an estimated annual effective tax rate.

The following table presents income tax expense recorded by the Company along with the respective consolidated effective tax rates for each period presented:


	Three-month periods ended
	July 3, 2026		June 27, 2025
	(In thousands, except percentages)
Income tax	$	33,570	$	33,784
Effective tax rates	16.9%		17.7%

The decrease in income tax expense and effective tax rate from the three-month period ended June 27, 2025 to the three-month period ended July 3, 2026 is primarily driven by jurisdictional mix of income and stock-based compensation deductions.

9.Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision-making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextpower’s performance are assessed by its Chief Executive Officer, identified as the CODM, using consolidated net income as the primary measure of segment profit to support business expansion, new product development and operational efficiencies.

The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets.

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Notes to the unaudited condensed consolidated financial statements

For all periods presented, Nextpower has one operating and reportable segment. The following table presents significant segment expenses with respect to the Company’s single reportable segment for the three-month periods ended July 3, 2026 and June 27, 2025:


	Three-month periods ended
	July 3, 2026		June 27, 2025
	(In thousands)
Revenue	$	935,170	$	864,253
Less:
Material cost	558,009		563,294
45X vendor credits	(103,309)		(93,206)
Tariffs, net of refunds (1)	3,921		10,796
Freight, labor and other cost of sales	140,696		101,643
Selling, general and administrative expenses	100,438		73,936
Research and development	44,508		21,560

Interest expense	253		1,216
Other income, net	(8,271)		(5,953)

Provision for income taxes	33,570		33,784
Net income	$	165,355	$	157,183

(1)Includes International Emergency Economic Powers Act tariffs refunds of $13.8 million for the three-month period ended July 3, 2026. For the three-month period ended June 27, 2025, $10.8 million tariffs expense has been reclassified to tariffs, net of refunds to conform to the current year presentation.

The following table sets forth geographic information of revenue based on the locations to which the products are shipped:


	Three-month periods ended
	July 3, 2026		June 27, 2025
Revenue:	(In thousands)
U.S.	$	775,617	$	599,498
Rest of the World	159,553		264,755
Total	$	935,170	$	864,253

The United States is the principal country of domicile.

10.Derivative financial instruments

Cash Flow Hedges

During the fiscal quarter ended July 3, 2026, the Company entered into forward foreign exchange contracts to effectively lock in the value of anticipated foreign currency denominated revenues against foreign currency fluctuations. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The Company’s forward foreign exchange contracts, including cash flow hedges, are measured at fair value as Level 2 by hierarchy level on a recurring basis, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers. The effective gain or loss on cash flow hedges is initially recorded as a component of other comprehensive income, net of tax, and is subsequently reclassified into the line item within the unaudited condensed consolidated statements of operations in which the hedged items are recorded, in the same period in which the hedged item affects earnings. The aggregate notional amount of these outstanding cash flow hedge contracts as of July 3, 2026 was 74.0 million Euros. Deferred gains were $2.3 million as of July 3, 2026 and are expected to be recognized primarily as a component of revenue in the unaudited condensed consolidated statements of operations over the next twelve-month period.

The changes in accumulated other comprehensive income related to the cash flow hedges were immaterial for the three-month period ended July 3, 2026 and the gains recognized upon settlement of the hedged transactions were recorded in revenue on the unaudited condensed consolidated statement of operations.

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Notes to the unaudited condensed consolidated financial statements

The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes at July 3, 2026 and March 31, 2026, respectively (in thousands):

Asset Derivatives

Liability Derivatives

Fair Value

Balance Sheet Location

July 3, 2026

March 31, 2026

Balance Sheet Location

July 3, 2026

March 31, 2026

Derivatives designated as cash flow hedge:

Foreign exchange forward contracts

Other current assets

2,305

598

Other current liabilities

—

(6)

11.Subsequent events

On July 17, 2026, the Company completed the previously announced acquisition of 100% of the ownership interests in Prevalon Energy LLC (“Prevalon”), a U.S.-headquartered provider of large-scale battery energy storage systems (“BESS”), power stabilization solutions, and lifecycle services, for total consideration of up to $365 million, consisting of (i) approximately $150 million in cash consideration paid at closing, net of cash and restricted cash acquired, (ii) $50 million in stock consideration consisting of shares of Class A common stock of the Company to be issued one year after closing and priced at the average of the daily volume-weighted average prices for the Company’s Class A 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. The acquisition extends the Company’s technology platform across BESS, energy management software, and power control technologies and lifecycle services supporting grid-connected storage, hybrid power plants, AI data center infrastructure, and other critical power applications.

On July 30, 2026, the Company completed the previously announced acquisition of complementary assets of Zigor Corporation’s power conversion business and its U.S.-based subsidiary, Apex Power, for total consideration of up to approximately $80.5 million in cash, consisting of $46.0 million paid at closing and up to $34.5 million of contingent cash consideration. This acquisition expands Nextpower’s energy infrastructure technology portfolio, including UL-certified central inverters for utility-scale solar and energy storage projects in the United States.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Nextpower,” the “Company,” “we,” “us” and “our” shall mean, prior to the initial public offering (“IPO”), Nextpower LLC (“Nextpower LLC” or the “LLC”) and its consolidated subsidiaries, and following the IPO and the related transactions completed in connection with the IPO, Nextpower Inc. and its consolidated subsidiaries. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Flex” refer to Flex Ltd., a Singapore incorporated public company limited by shares and having a registration no. 199002645H, and its consolidated subsidiaries, unless the context otherwise indicates.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our unaudited condensed consolidated financial statements with a narrative from the perspective of the Company’s management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three-month period ended July 3, 2026 (this “Quarterly Report”) and our audited consolidated financial statements and the related notes and other information included in our Annual Report on Form 10-K for the year ended March 31, 2026, filed with the SEC on May 19, 2026 (the “Form 10-K”). In addition to historical financial information, the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based upon current expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those results anticipated and discussed in the forward-looking statements as a result of many factors. Factors that might cause

such a discrepancy include, but are not limited to, those discussed under the sections below titled “Liquidity and Capital Resources” and “Risk Factors.” All forward-looking statements in this document are based on information available to us as of the date of this Quarterly Report and we assume no obligation to update any such forward-looking statements, except as required by law.

OVERVIEW

We are a leading global provider of solar and energy technology solutions for utility-scale power plants. Founded in 2013 by our Chief Executive Officer, Dan Shugar, we pioneered and remain the global market leader in solar tracking systems. We now deliver an integrated suite of structural, electrical, and digital solutions across the full lifecycle of solar power plants, from design and construction through operations and maintenance. Our integrated solutions are designed to streamline project execution, increase energy yield and long-term reliability, and enhance customer return on investment.

We have shipped more than 160 GW of solar tracker systems as of July 3, 2026 to projects on six continents for use in utility-scale and distributed generation solar applications. Our customers include engineering, procurement and construction firms (“EPCs”), as well as solar project developers and owners. Developers originate projects, select and acquire sites, obtain permits, select contractors, negotiate power offtake agreements, and oversee the building of projects. EPCs design and optimize the system, procure components, build and commission the plant, and operate the plant for a limited time until transfer to a long-term owner. Owners, which are often independent power producers, own and operate the plant, typically as part of a portfolio of similar assets. Owners generate cash flows through the sale of electricity to utilities, wholesale markets, or end users.

For the majority of our projects, our direct customer is the EPC. We also engage with project owners and developers and enter into master supply agreements that cover multiple projects. We are a qualified, preferred provider to some of the largest solar EPCs, project owners and developers in the world. We had revenues of $0.9 billion for the three-month period ended July 3, 2026 and $3.6 billion for fiscal year 2026.

Business acquisitions

On July 17, 2026, we completed the previously announced acquisition of 100% of the ownership interests in Prevalon Energy LLC (“Prevalon”), a U.S.-headquartered provider of large-scale battery energy storage systems (“BESS”), power stabilization solutions, and lifecycle services, for total consideration of up to $365 million, consisting of (i) approximately $150 million in cash consideration paid at closing, net of cash and restricted cash acquired, (ii) $50 million in stock consideration consisting of shares of our Class A common stock to be issued one year after closing and priced at the average of the daily volume-weighted average prices for our Class A 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. The acquisition extends our technology platform across BESS, energy management software, and power control technologies and lifecycle services supporting grid-connected storage, hybrid power plants, AI data center infrastructure, and other critical power applications.

On July 30, 2026, we completed the previously announced acquisition of complementary assets of Zigor Corporation’s power conversion business and its U.S.-based subsidiary, Apex Power, for total consideration of up to approximately $80.5 million in cash, consisting of $46.0 million paid at closing and up to $34.5 million of contingent cash consideration. This acquisition expands our energy infrastructure technology portfolio, including UL-certified central inverters for utility-scale solar and energy storage projects in the United States.

Revenue mix

The following tables set forth geographic information of revenue based on the locations to which the products are shipped:


	Three-month periods ended
	July 3, 2026			June 27, 2025
Revenue:	(In thousands, except percentages)
U.S.	$	775,617	83%	$	599,498	69%
Rest of the World	159,553		17%	264,755		31%
Total	$	935,170		$	864,253

The following table sets forth the revenue from customers that individually accounted for greater than 10% of our revenue during the periods included below:

Three-month periods ended

July 3, 2026

June 27, 2025

(In millions)

Customer A

152.1

Customer H

99.5

* Percentage below 10%

Critical accounting policies and significant management estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans and fair values of assets obtained and liabilities assumed in business combinations. We periodically review estimates and assumptions, and the effects of our revisions are reflected in the period they occur. We believe that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited condensed consolidated financial statements.

Refer to the critical accounting policies and significant management estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K, where we discussed our more significant policies and estimates used in the preparation of the unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting estimates since the Form 10-K.

Key components of our results of operations

The following discussion describes certain line items in our unaudited condensed consolidated statements of operations.

Revenue

We derive our revenue primarily from the sale of solar trackers and energy yield management systems to our customers. To a lesser extent, we also derived our revenue from foundations, steel frames, eBOS, AI and robotic services, and other. Our revenue growth is dependent on (i) our ability to maintain and expand our market share, (ii) total market growth and (iii) our ability to develop and introduce new products driving performance enhancements and cost efficiencies throughout the solar power plant.

Cost of sales and gross profit

Cost of sales consists primarily of purchased components net of any incentives or rebates earned from our suppliers, shipping and other logistics costs, applicable tariffs, standard product warranty costs, amortization of certain acquired intangible assets, stock-based compensation and direct labor. Direct labor costs represent expenses of personnel directly related to project execution such as supply chain, logistics, quality, tooling, operations and customer satisfaction. Amortization of intangibles consists of developed technology and certain acquired patents over its expected period of use and is also included under cost of sales.

Steel prices, cost of transportation, and labor costs in countries where our suppliers perform manufacturing activities affect our cost of sales. Our ability to lower our cost of sales depends on implementation and design improvements to our products as well as on driving more cost-effective manufacturing processes with our suppliers. We generally do not directly purchase raw materials such as steel or electronic components and generally do not hedge against changes in their price. Most of our cost of sales are directly affected by sales volume. Personnel costs related to our supply chain, logistics, quality, and tooling are not directly impacted by our sales volume.

Operating expenses

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of personnel-related costs associated with our administrative and support functions. These costs include, among other things, personnel costs, stock-based compensation, facilities charges including depreciation associated with administrative functions, professional services, travel expenses, and allowance for bad debt. Professional services include audit, legal, tax and other consulting services. We have expanded our sales organization and expect to scale our sales headcount to support our planned growth. We have incurred and expect to continue to incur on an ongoing basis certain new costs related to the requirements of being a publicly traded company, including insurance, accounting, tax, legal and other professional services costs, which could be material. Amortization of intangibles consists of customer relationships and trade names over their expected period of use and is included under selling, general and administrative expenses. Acquisition-related costs are also included under selling, general and administrative expenses.

Research and development

Research and development expenses consist primarily of personnel-related costs associated with our engineering employees, stock-based compensation, third-party consulting and supporting our new business acquisitions. Research and development activities include improvements to our existing products, development of new tracker products and energy yield management systems and innovations to expand our technology platform. We expense substantially all research and development expenses as incurred. We expect that the dollar amount of research and development expenses will increase in amount over time.

Income tax expense

The provision for income taxes primarily represents the Company’s U.S. federal, state, and local income taxes as well as foreign income taxes payable by its subsidiaries. We expect to receive a tax benefit for foreign tax credits in the United States for the foreign tax paid.

RESULTS OF OPERATIONS

The financial information and the discussion below should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report.

In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K.


	Three-month periods ended
	July 3, 2026		June 27, 2025		% Change
Unaudited Condensed Consolidated Statement of Operations Data:	(In thousands, except percentages)
Revenue	$	935,170	$	864,253	8	%
Cost of sales	599,317		582,527		3
Gross profit	335,853		281,726		19
Selling, general and administrative expenses	100,438		73,936		36
Research and development	44,508		21,560		106
Operating income	190,907		186,230		3
Interest expense	253		1,216		(79)
Other income, net	(8,271)		(5,953)		39
Income before income taxes	198,925		190,967		4
Provision for income taxes	33,570		33,784		(1)
Net income	$	165,355