FULLTEXT DEL 3 AV 3
10-K – 2026-05-19 – nxt-20260331.htm
Contract Estimates, Revenue Recognition– Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company recognizes solar tracker system project revenues over time, based on costs incurred to date on the project as a percentage of total expected costs to be incurred. Revenue for the year ended March 31, 2026 includes amounts recorded for projects which are not yet complete and therefore require estimation. Accounting for contracts for which revenue is recognized over time requires management to estimate the total expected costs to be incurred. As part of these estimates, management must make various assumptions regarding the cost and availability of materials including variable freight costs. Certain assumptions, specifically the cost of materials and cost of variable freight, are subject to considerable judgment, and they are sensitive to various assumptions and inputs such as changes in expected costs for materials and freight.
Auditing management’s estimates of total expected costs to be incurred was challenging due to significant judgments made by management with respect to materials and freight as future results may vary significantly from past estimates due to changes in facts and circumstances as the project progresses to completion. This led to significant auditor judgment and effort in performing procedures to evaluate management’s estimates of the total expected costs to be incurred in order to complete projects.
How the Critical Audit Matter Was Addressed in the Audit
We have focused our procedures on the assumptions with higher judgment and which have a material impact to the financials. We have determined such assumptions to include materials and variable freight costs. Our audit procedures related to management’s estimates of total expected costs to be incurred included the following, among others:
• We performed a thorough risk assessment on the assumptions used in the calculation to identify the assumptions that involve higher judgment and have material impact to the financial statements.
• We tested the design and implementation as well as operating effectiveness of management’s control for determining the estimates of total expected costs to be incurred.
• We evaluated the reasonableness of significant assumptions involved and management’s ability to estimate total expected costs to be incurred for a sample of projects by:
• Testing the underlying data utilized in management’s estimates by agreeing to source data or by developing an independent expectation.
• Performing retrospective reviews by comparing actual performance to previously estimated performance to evaluate the thoroughness and precision of management’s estimation process.
• Testing the mathematical accuracy of management’s cumulative revenue adjustments recorded during the year.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
May 19, 2026
We have served as the Company’s auditor since 2021.
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Nextpower Inc.
Consolidated balance sheets
(In thousands, except per share and per share amounts)
As of March 31,
2026 2025
ASSETS
Current assets:
Cash and cash equivalents $ 1,094,976 $ 766,103
Accounts receivable, net of allowance of $ 2,078 and $ 1,472 , respectively
417,043 472,462
Contract assets 533,257 405,890
Inventories 262,276 209,432
Section 45X credit receivable 352,598 215,616
Other current assets 186,406 88,483
Total current assets 2,846,556 2,157,986
Property and equipment, net 78,356 60,395
Goodwill 488,950 371,018
Other intangible assets, net 78,046 53,241
Deferred tax assets 511,815 498,778
Other assets 69,489 51,098
Total assets $ 4,073,212 $ 3,192,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 533,490 $ 585,299
Accrued expenses 130,133 97,000
Deferred revenue 307,492 247,127
Other current liabilities 192,747 104,086
Total current liabilities 1,163,862 1,033,512
Tax receivable agreement (TRA) liability 372,659 394,879
Long-term deferred revenue 102,493 96,635
Other liabilities 99,801 39,360
Total liabilities 1,738,815 1,564,386
Commitments and contingencies (Note 11)
Stockholders’ equity:
Class A common stock, $ 0.0001 par value, 900,000,000 shares authorized, 149,391,483 shares and 145,648,231 shares issued and outstanding, respectively
15 15
Additional paid-in-capital 4,305,726 4,185,823
Accumulated deficit ( 1,971,527 ) ( 2,557,410 )
Accumulated other comprehensive loss 183 ( 298 )
Total stockholders’ equity 2,334,397 1,628,130
Total liabilities and stockholders’ equity $ 4,073,212 $ 3,192,516
The accompanying notes are an integral part of these consolidated financial statements.
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Nextpower Inc.
Consolidated statements of operations
(In thousands, except share and per share amounts)
Fiscal year ended March 31,
2026 2025 2024
Revenue $ 3,559,390 $ 2,959,197 $ 2,499,841
Cost of sales 2,399,295 1,950,372 1,686,792
Gross profit 1,160,095 1,008,825 813,049
Selling, general and administrative expenses 341,920 290,321 183,571
Research and development 120,909 79,392 42,360
Operating income 697,266 639,112 587,118
Interest expense 2,623 13,096 13,820
Other income, net ( 19,183 ) ( 22,000 ) ( 34,699 )
Income before income taxes 713,826 648,016 607,997
Provision for income taxes 127,943 130,770 111,782
Net income $ 585,883 $ 517,246 $ 496,215
Less: Net income attributable to non-controlling interests — 8,078 189,974
Net income attributable to Nextpower Inc. $ 585,883 $ 509,168 $ 306,241
Earnings per share attributable to Nextpower Inc. common stockholders
Basic $ 3.96 $ 3.55 $ 3.97
Diluted $ 3.84 $ 3.47 $ 3.37
Weighted-average shares used in computing per share amounts:
Basic 147,976,256 143,539,344 77,067,639
Diluted 152,710,033 149,275,950 147,284,330
The accompanying notes are an integral part of these consolidated financial statements.
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Nextpower Inc.
Consolidated statements of comprehensive income
(In thousands)
Fiscal year ended March 31,
2026 2025 2024
Net income $ 585,883 $ 517,246 $ 496,215
Other comprehensive income (loss), net of tax:
Unrealized gain on derivative instruments 600 — —
Foreign currency translation adjustments ( 119 ) — —
Comprehensive income $ 586,364 $ 517,246 $ 496,215
The accompanying notes are an integral part of these consolidated financial statements.
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Nextpower Inc.
Consolidated statements of redeemable interest and stockholders’ equity (deficit)
(In thousands, except share amounts)
Class A common stock Class B common stock
Redeemable non-controlling interests Shares outstanding Amounts Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive income (loss)
Total Nextpower Inc. stockholders’ equity (deficit)
Non-controlling interests Total stockholders’ equity (deficit)
BALANCE AT MARCH 31, 2023 $ 3,560,628 45,886,065 $ 5 98,204,522 $ 10 $ — $ ( 3,075,782 ) $ — $ ( 3,075,767 ) $ — $ ( 3,075,767 )
Net income 171,937 — — — — — 306,241 — 306,241 18,037 324,278
Stock-based compensation expense and other — — — — — 56,783 — — 56,783 — 56,783
Vesting of RSU awards — 538,811 — — — — — — — — —
Issuance of Class A common stock sold in follow-on offering — 15,631,562 1 — — 552,008 — — 552,009 — 552,009
Use of follow-on proceeds as consideration for Yuma Inc.'s transfer of Nextpower LLC common units — — — ( 15,631,562 ) ( 2 ) ( 552,007 ) — — ( 552,009 ) — ( 552,009 )
Value adjustment of tax receivable agreement — — — — — 18,337 — — 18,337 — 18,337
Reclassification of redeemable non-controlling interest ( 622,292 ) — — — — 622,292 — — 622,292 — 622,292
Tax distribution ( 64,365 ) — — — — ( 2,792 ) — — ( 2,792 ) ( 2,515 ) ( 5,307 )
Redemption value adjustment 822,635 — — — — ( 525,598 ) ( 297,037 ) — ( 822,635 ) — ( 822,635 )
Effect of spin-off from former parent ( 3,868,543 ) 74,432,619 7 ( 74,432,619 ) ( 7 ) 3,835,711 — — 3,835,711 32,832 3,868,543
Shares exchanged by former non-controlling interest holders — 4,284,166 1 ( 4,284,166 ) ( 1 ) 22,826 — — 22,826 ( 17,339 ) 5,487
Total other comprehensive gain — — — — — — — 17 17 — 17
BALANCE AT MARCH 31, 2024 $ — 140,773,223 $ 14 3,856,175 $ — $ 4,027,560 $ ( 3,066,578 ) $ 17 $ 961,013 $ 31,015 $ 992,028
Net income — — — — — — 509,168 — 509,168 8,078 517,246
Stock-based compensation expense — — — — — 118,880 — — 118,880 — 118,880
Vesting of RSU awards — 999,928 — — — — — — — — —
Exercise of Options awards — 18,905 — — — — — — — — —
Shares exchanged by former non-controlling interest holders — 3,856,175 1 ( 3,856,175 ) — 29,970 — — 29,971 ( 29,971 ) —
TRA revaluation — — — — — 7,635 — — 7,635 — 7,635
Stock-based compensation tax benefits — — — — — ( 1,698 ) — — ( 1,698 ) — ( 1,698 )
Other equity — — — — — 3,476 — — 3,476 — 3,476
Tax distribution — — — — — — — — — ( 9,122 ) ( 9,122 )
Total other comprehensive loss — — — — — — — ( 315 ) ( 315 ) — ( 315 )
BALANCE AT MARCH 31, 2025 — 145,648,231 $ 15 — $ — $ 4,185,823 $ ( 2,557,410 ) $ ( 298 ) $ 1,628,130 $ — $ 1,628,130
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Nextpower Inc.
Consolidated statements of redeemable interest and stockholders’ equity (deficit) (continued)
(In thousands, except share amounts)
Class A common stock
Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive income (loss)
Total Nextpower Inc. stockholders' equity (deficit)
Total stockholders' equity (deficit)
BALANCE AT MARCH 31, 2025 145,648,231 $ 15 $ 4,185,823 $ ( 2,557,410 ) $ ( 298 ) $ 1,628,130 $ 1,628,130
Net income — — — 585,883 — 585,883 585,883
Stock-based compensation expense — — 120,298 — — 120,298 120,298
Vesting of RSU and PSU awards 3,746,500 — — — — — —
Exercise of options awards 712 — — — — — —
Repurchases of common stock ( 3,960 ) — ( 395 ) — — ( 395 ) ( 395 )
Total other comprehensive income — — — — 481 481 481
BALANCE AT MARCH 31, 2026 149,391,483 $ 15 $ 4,305,726 $ ( 1,971,527 ) $ 183 $ 2,334,397 $ 2,334,397
The accompanying notes are an integral part of these consolidated financial statements.
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Nextpower Inc.
Consolidated statements of cash flows
(In thousands)
Fiscal year ended March 31,
2026 2025 2024
Cash flows from operating activities:
Net income $ 585,883 $ 517,246 $ 496,215
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of intangible assets 30,602 13,407 4,363
Provision for (recovery of) credit losses 606 ( 2,399 ) 2,427
Non-cash other expense (income) 25,194 16,599 ( 638 )
Debt extinguishment costs 5,121 — —
Amortization of debt issuance cost 1,148 1,824 571
Changes in fair value of contingent consideration 6,130 — —
Stock-based compensation 120,298 118,880 56,783
Deferred income taxes ( 223 ) ( 8,744 ) ( 37,990 )
Changes in operating assets and liabilities:
Accounts receivable 61,853 ( 47,648 ) ( 113,955 )
Contract assets ( 126,426 ) ( 8,767 ) ( 99,163 )
Inventories ( 46,554 ) ( 2,970 ) ( 60,981 )
Section 45X credit receivable ( 267,059 ) ( 92,086 ) ( 125,415 )
Other current and noncurrent assets ( 94,299 ) 67,916 21,244
Accounts payable ( 49,443 ) 102,905 245,374
Other current and noncurrent liabilities 241,978 ( 55,055 ) ( 42,468 )
Deferred revenue (current and noncurrent) 68,102 34,686 82,606
Net cash provided by operating activities 562,911 655,794 428,973
Cash flows from investing activities:
Payment for business acquisitions, net of cash acquired ( 117,162 ) ( 144,675 ) —
Purchases of property and equipment ( 49,277 ) ( 33,921 ) ( 6,160 )
Purchase of equity method investment ( 12,177 ) — —
Other investing activities ( 8,262 ) ( 7,500 ) ( 500 )
Net cash used in investing activities ( 186,878 ) ( 186,096 ) ( 6,660 )
Cash flows from financing activities:
Repayments of bank borrowings — ( 150,000 ) —
Payment of revolver issuance cost ( 1,993 ) ( 6,017 ) —
TRA payment ( 27,427 ) ( 15,520 ) —
Distribution to former non-controlling interest holders ( 3,010 ) ( 6,112 ) ( 66,881 )
Payment of acquisition deferred purchase price ( 14,335 ) — —
Repurchases of common stock ( 395 ) — —
Net proceeds from issuance of Class A shares — — 552,009
Purchase of LLC common units from Yuma, Inc. — — ( 552,009 )
Net transfers to former parent — — ( 8,335 )
Other financing activities — — ( 3,051 )
Net cash used in financing activities ( 47,160 ) ( 177,649 ) ( 78,267 )
Net increase in cash and cash equivalents 328,873 292,049 344,046
Cash and cash equivalents beginning of period 766,103 474,054 130,008
Cash and cash equivalents end of period $ 1,094,976 $ 766,103 $ 474,054
The accompanying notes are an integral part of these consolidated financial statements.
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NEXTPOWER
Notes to the 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 ( “ ROI ” ). Nextpower has operations in the United States, Brazil, Argentina, Peru, Mexico, Spain and other locations in Europe, India, Australia, the Middle East and Africa. In November 2025, the Company changed its corporate name from Nextracker Inc. to Nextpower Inc.
On February 5, 2025, TPG Inc . (“TPG”) exchanged all its remaining Nextpower LLC (the “LLC”, formerly Nextracker LLC) common units, together with a corresponding number of shares of Class B common stock of the Company, for shares of Class A common stock of the Company . As of March 31, 2026 and 2025 , the Compan y has no Class B common stock outstanding.
On January 2, 2024, Flex Ltd. (“Flex” or the “former parent”) closed the spin-off of all its remaining interests in the LLC common units held by Yuma, Inc. (“Yuma”), Yuma Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of Yuma (“Yuma Sub”), to the former parent’s shareholders (the “Spin-off”) and the Company is now operating as a standalone entity.
2. Summary of accounting policies
Variable interest entities (“VIE”) and consolidation
The Company’s sole material asset is its member’s interest in the LLC. In accordance with the LLC Operating Agreement (the "LLC Agreement"), the Company is the managing member of the LLC. As a result, the Company has all management powers over the business and affairs of the LLC and to conduct, direct and exercise full control over the activities of the LLC. Prior to January 2, 2024, the Company concluded that the LLC was a VIE. Due to the Company’s power to control the activities most directly affecting the results of the LLC, the Company was considered the primary beneficiary of the VIE. Accordingly, the Company consolidated the financial results of the LLC and its subsidiaries. The LLC common units held by Yuma, Yuma Sub, TPG Rise Flash, L.P ("TPG Rise") and the following affiliates of TPG Rise: 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”) were presented on the consolidated balance sheets as temporary equity under the caption “Redeemable non-controlling interests,” up until January 2, 2024 as redemption was outside of the control of the Company. Post January 2, 2024, redemption is no longer outside the control of the Company subsequent to the Spin-off and, therefore, the non-controlling interests owned by the TPG Affiliates were presented on the consolidated balance sheets as permanent equity under the caption “non-controlling interests.” As of March 31, 2026 and 2025, the non-controlling interests previously presented on the consolidated balance sheets are no longer presented since TPG exchanged all its remaining the LLC common units, together with a corresponding number of shares of Class B common stock of the Company, for shares of Class A common stock of the Company. The exchange of all of TPG’s remaining the LLC common units results in the Company owning 100% of the LLC through its wholly owned subsidiaries. It also triggered a reconsideration event and the Company reevaluated if the LLC still met the definition of a VIE. As of March 31, 2026 and 2025, the Company determined that the LLC no longer meets the definition of a VIE as the Company’s voting rights in the LLC are no longer disproportionate with its equity interests.
Basis of presentation
The accompanying 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 SEC for reporting financial information. 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. All intercompany transactions and accounts within Nextpower have been eliminated.
As of March 31, 2026, the Company completed a series of reorganization transactions to simplify its U.S. legal entity structure. Through a series of transaction steps, the LLC was terminated as a partnership as of March 31, 2026, and subsequently, the Company's Up-C structure no longer exists as of that date.
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Notes to the consolidated financial statements
Certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, $ 7.5 million of payments for certain intangibles previously presented within payment for acquisition, net of cash acquired in the consolidated statement of cash flows for the year ended March 31, 2025, were reclassified to other investing activities. This reclassification had no effect on the previously reported net cash used in investing activity, nor on the total net cash flows, for any periods presented.
The Company's fiscal year ends on March 31. The fiscal years ended March 31, 2026, 2025, and 2024 are also referred to herein as fiscal years 2026, 2025 and 2024, 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 consolidated statements of operations. The Company recognized net foreign currency exchange losses of $ 7.1 million, $ 1.4 million and $ 2.5 million, respectively, during fiscal years 2026 , 2025 and 2024 , due to 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 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 consolidated financial statements.
Accounting for business acquisitions
From time to time, the Company pursues business acquisitions. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company’s consolidated financial statements from the acquisition dates forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, contingent earnout, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill.
The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further review from management and may change between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company’s consolidated financial position and results of operations.
Equity method investment
The Company accounts for investments in entities over which it has significant influence, but no controlling financial interest, using the equity method of accounting. Under the equity method of accounting, the investment is initially recorded at cost, within other assets, on the consolidated balance sheets. The Company participates in a joint venture based in Saudi Arabia that is accounted for under the equity method.
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Notes to the consolidated financial statements
The Company re-evaluates the classification of its equity method investment at each balance sheet date and when events or changes in circumstances indicate that there is a change in the Company’s ability to exercise significant influence. Equity method investments are assessed for possible impairment whenever events or changes in circumstances indicate that the carrying value of the investment may not be recoverable.
Derivative instruments
The Company uses derivative financial instruments to manage foreign currency exchange rate risk. The Company does not enter into derivative transactions for trading purposes. All derivative instruments are recognized in the consolidated balance sheets at fair value. The accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. If the derivative instrument is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative instrument is initially recognized in stockholders’ equity as a component of accumulated other comprehensive income, and then recognized in the consolidated statements of operations when the hedged item affects earnings. Ineffective and excluded portions of changes in the fair value of cash flow hedges are recognized in earnings immediately. For derivative instruments that are not designated as hedging instruments, the changes in the fair value of the derivative instrument are recognized immediately in current earnings. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the consolidated statements of cash flows.
Revenue recognition
The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers (“ASC 606”) for all periods presented. In applying ASC 606, the Company recognizes revenue from the sale of solar tracker systems, parts, extended warranties on solar tracker systems components and energy yield management systems along with associated maintenance and support. In determining the appropriate amount of revenue to recognize, the Company applies the following steps: (i) identify the contracts with the customers; (ii) identify performance obligations in the contracts; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations per the contracts; and (v) recognize revenue when (or as) Nextpower satisfies a performance obligation. In assessing the recognition of revenue, the Company evaluates whether two or more contracts should be combined and accounted for as one contract and if the combined or single contract should be accounted for as multiple performance obligations. Further, the Company assesses whether control of the product or services promised under the contract is transferred to the customer at a point in time or over time.
The Company’s contracts for specific solar tracker system projects with customers are predominantly accounted for as one performance obligation because the customer is purchasing an integrated service, which includes Nextpower’s overall management of the solar tracker system project and oversight through the installation process to ensure a functioning system is commissioned at the customer’s location. The Company’s performance creates and enhances an asset that the customer controls as the Company performs under the contract, which is principally as tracker system components are delivered to the designated project site. Although the Company sources the component parts from third party manufacturers, it obtains control and receives title of such parts before transferring them to the customer because Nextpower is primarily responsible for fulfillment to its customer. The Company’s engineering services and professional services are interdependent with the component parts whereby the parts form an input into a combined output for which it is the principal, and Nextpower could redirect the parts before they are transferred to the customer if needed. The customer owns the work-in-process over the course of the project and Nextpower’s performance enhances a customer-controlled asset, resulting in the recognition of the performance obligation over time. The measure of progress is estimated using an input method based on costs incurred to date on the project as a percentage of total expected costs to be incurred. The costs of materials and hardware components are recognized as control is transferred to the customer, which is typically upon delivery to the customer site. As such, the cost-based input measure is considered the best measure of progress in depicting the Company’s performance in completing a tracker system.
Contracts with customers that result in multiple performance obligations include contracts for the sale of components and solar tracker system project contracts with an extended warranty and/or which include the sale of energy yield management systems.
For contracts related to sale of components, Nextpower’s obligation to the customer is to deliver components that are used by the customer to create a tracker system and does not include engineering or other professional services or the obligation to provide such services in the future. Each component is a distinct performance obligation, and often the components are delivered in batches at different points in time. Nextpower estimates the standalone selling price (“SSP”) of each performance
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Notes to the consolidated financial statements
obligation based on a cost plus margin approach. Revenue allocated to a component is recognized at the point in time that control of the component transfers to the customer.
At times, a customer will purchase a service-type warranty with a tracker system project. Nextpower uses a cost plus margin methodology to determine the SSP for both the tracker system project and the extended warranty. The revenue allocated to each performance obligation is recognized over time based on the period over which control transfers. The Company recognizes revenue allocated to the extended warranty on a straight-line basis over the contractual service period, which is generally 10 to 15 years. This period starts once the standard workmanship warranty expires, which is generally 2 to 10 years from the date control of the underlying tracker system components is transferred to the customer. To date, revenues recognized related to extended warranty were not material.
Nextpower generates revenues from sales of its TrueCapture and NX Navigator offerings, which are often sold separately from the tracker system. These systems are generally sold with maintenance services, which include ongoing security updates, upgrades, bug fixes and support. The energy yield management and the maintenance services are separate performance obligations. Nextpower estimates the SSP of the energy yield management solution using an adjusted market approach and estimates the SSP of the maintenance service using a cost plus margin approach. Revenue allocated to the energy yield management is recognized at a point in time upon transfer of control of the energy yield management solution, and revenue allocated to the maintenance service is generally recognized over time on a straight-line basis during the maintenance term. Revenues related to sales of energy yield management were approximately 2 % for the fiscal years ended March 31, 2026 and 2025, respectively, and not material for the fiscal year ended March 31, 2024 .
Bill-and-hold arrangements
Nextpower recognizes revenue associated with its federal investment tax credit (“ITC”) contracts at a point in time when obligations under the terms of the contract with the customer are satisfied. This generally occurs when title, risk, custody and control have transferred to the customer in line with shipping terms.
In certain situations, the Company recognizes revenue under a bill-and-hold arrangement with its customers. For example, certain customers engage the Company to start a solar project and invest at least 5 % of the total project costs, in order to meet the Safe Harbor threshold and qualify for the ITC, before it phases out. As part of the agreement, the components purchased by the customer are stored in a warehouse and segregated from any other inventory type.
During the fiscal year ended March 31, 2026, the Company recognized $ 144.4 million from certain customers under a bill-and-hold arrangement. No revenue was recognized under a bill-and-hold arrangement during fiscal years 2025 and 2024.
Contract estimates
Accounting for contracts for which revenue is recognized over time requires Nextpower to estimate the expected margin that will be earned on the project. These estimates include assumptions on the cost and availability of materials including variable freight costs. Nextpower reviews and updates its contract-related estimates each reporting period and recognizes changes in estimates on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, Nextpower recognizes the total loss in the period it is identified.
Contract balances
The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the 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 $ 533.3 million and $ 405.9 million as of March 31, 2026 and 2025, respectively, are presented in the consolidated balance sheets, of which $ 133.9 million and $ 140.4 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.
During the fiscal years ended March 31, 2026 and 2025, Nextpower converted $ 237.0 million and $ 203.3 million of deferred revenue to revenue, respectively, which represented 69 % of the beginning period balance of deferred revenue.
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Notes to the consolidated financial statements
Remaining performance obligations
As of March 31, 2026, Nextpower had $ 410.0 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 75 % of these performance obligations in the next 12 months. The remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects.
Practical expedients and exemptions
Nextpower has elected to adopt certain practical expedients and exemptions as allowed under ASC 606, such as (i) recording sales commissions as incurred because the amortization period is less than one year, (ii) not adjusting for the effects of significant financing components when the contract term is less than one year, (iii) excluding collected sales tax amounts from the calculation of revenue and (iv) accounting for the costs of shipping and handling activities that are incurred after the customer obtains control of the product as fulfillment costs rather than a separate service provided to the customer for which consideration would need to be allocated.
Inflation Reduction Act of 2022 (“IRA”) 45X Vendor Rebates and Assignments
On August 16, 2022, the IRA was enacted into law, which includes a new corporate minimum tax, a stock repurchase excise tax, numerous green energy credits, other tax provisions and significantly increased enforcement resources. Section 45X of the Internal Revenue Code ( “ IRC ” ) of 1986, as amended, Advanced Manufacturing Production Credit (“45X Credit”), which was established as part of the IRA, is a per-unit tax credit earned over time for each clean energy component domestically produced and sold by a manufacturer. The Company has executed agreements with certain suppliers to grow its U.S. manufacturing footprint. These suppliers produce 45X Credit-eligible parts, including torque tubes and structural fasteners, that will then be incorporated into a solar tracker. The 45X Credit was eligible for domestic parts manufactured after January 1, 2023. The Company has contractually agreed with these suppliers to either share a portion of the economic value of the credit related to Nextpower’s purchases, or assign their credit directly to the Company (“an assignment”) pursuant to Section 6418 of the IRC . The Company accounts for these 45X Credits shared and assigned to the Company as a reduction of the purchase price of the parts acquired from the vendor and therefore a reduction of inventory until the control of the part is transferred to the customer, at which point the Company recognizes such amounts as a reduction of cost of sales on the consolidated statements of operations and comprehensive income (refer to Note 13) . 45X Credits assigned to Nextpower are also treated as a reduction to the Company’s federal tax payable as further discussed in Note 12.
During the fourth quarter of fiscal year 2024, the Company determined the amount and collectability of the 45X Credit vendor rebates it expected to receive in accordance with the vendor contracts and recognized a cumulative reduction to cost of sales of $ 121.4 million related to 45X Credit vendor rebates earned on production of eligible components shipped to projects starting on January 1, 2023 through March 31, 2024. During fiscal years 2026 and 2025 , the Company recognized approximately $ 379.9 million and $ 224.9 million, respectively, of reduction to cost of sales related to the 45X Credit earned on production of eligible components shipped.
Fair value
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The accounting guidance for fair value establishes a fair value hierarchy based on the level of independent objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:
Level 1 - Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - Applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets) such as cash and cash equivalents and money market funds; or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
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Notes to the consolidated financial statements
Level 3 - Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The fair values of Nextpower’s cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying values due to their short maturities.
Concentration of credit risk
Financial instruments which potentially subject the Company to concentrations of credit risk are primarily accounts receivable, derivative instruments, and cash and cash equivalents.
Customer credit risk
Nextpower has an established customer credit policy, through which it manages customer credit exposures through credit evaluations, credit limit setting, monitoring and enforcement of credit limits for new and existing customers. Nextpower performs ongoing credit evaluations of its customers’ financial condition and makes provisions for credit losses based on the outcome of those credit evaluations. Nextpower evaluates the collectability of its accounts receivable based on specific customer circumstances, current economic trends, historical experience with collections and the age of past due receivables. To the extent Nextpower identifies exposures as a result of credit or customer evaluations, Nextpower also reviews other customer related exposures, including but not limited to contract assets, inventory and related contractual obligations.
The following table summarizes the activity in Nextpower’s allowance for credit losses during fiscal years 2026, 2025 and 2024:
Balance at
beginning
of year Charges/
(recoveries) to
costs and
expenses (1) Deductions/
Write-Offs Balance at
end of
year
Allowance for credit losses: (In thousands)
Fiscal year ended March 31, 2024 $ 1,768 $ 2,197 $ ( 93 ) $ 3,872
Fiscal year ended March 31, 2025 3,872 ( 2,399 ) ( 1 ) 1,472
Fiscal year ended March 31, 2026 1,472 1,050 ( 444 ) 2,078
(1) Charges and recoveries incurred during fiscal years 2026, 2025 and 2024 are primarily for costs and expenses or bad debt and recoveries related to various distressed customers.
The following table sets forth the revenue from customers that individually accounted for greater than 10% of the Company's revenue and the respective percentages during the periods included below:
Fiscal year ended March 31,
2026 2025 2024
(In millions, except percentages)
Customer G *
*
*
*
$ 426.1 17 %
* Percentage below 10%
The following table sets forth the percentage of accounts receivable, net and contract assets, from the Company’s largest customers that exceeded 10% of its total accounts receivable, net and contract assets as of the periods included below:
As of March 31,
2026 2025 2024
Customer A * * 12.4 %
Customer G * * 15.5 %
Former parent
* 11.5 % *
* Percentage below 10%
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NEXTPOWER
Notes to the consolidated financial statements
Accounts receivable , net
Nextpower’s accounts receivable are due primarily from solar contractors across the United States and internationally. Credit is extended in the normal course of business based on evaluation of a customer’s financial condition and, generally, collateral is not required. Trade receivables consist of uncollateralized customer obligations due under normal trade terms requiring payment within 30 to 90 days of the invoice date. Management regularly reviews outstanding accounts receivable and provides for estimated losses through an allowance for credit losses. In evaluating the level of the allowance for credit losses, Nextpower makes judgments regarding the customers’ ability to make required payments, economic events and other factors. As the financial conditions of Nextpower’s customers change, circumstances develop or additional information becomes available, adjustments to the allowance for credit losses may be required. When deemed uncollectible, the receivable is charged against the allowance.
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 fiscal years ended March 31, 2026 and 2025 :
As of March 31,
2026 2025
(In thousands)
Beginning balance $ 17,981 $ 12,511
Provision for warranties issued 20,325 11,613
Payments ( 5,461 ) ( 6,143 )
Ending balance $ 32,845 $ 17,981
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.
Property and equipment , net
Property and equipment are stated at cost, or acquisition-date fair value for property and equipment acquired in business combinations, less accumulated depreciation and amortization. Depreciation and amortization are recognized on a straight-line basis over the estimated useful lives of the related assets, with the exception of building leasehold improvements, which are depreciated over the term of the lease, if shorter. Repairs and maintenance costs are expensed as incurred. Property and equipment is comprised of the following:
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Notes to the consolidated financial statements
Depreciable life
(In years) As of March 31,
2026 2025
(In thousands)
Machinery and equipment 3 - 8
$ 72,217 $ 37,929
Leasehold improvements Up to 5
17,480 10,854
Furniture, fixtures, computer equipment and software 3 - 7
19,439 13,515
Construction-in-progress — 11,882 18,942
121,018 81,240
Accumulated depreciation ( 42,662 ) ( 20,845 )
Property and equipment, net $ 78,356 $ 60,395
Total depreciation expense associated with property and equipment was approximately $ 18.6 million, $ 7.9 million, and $ 4.1 million in fiscal years 2026, 2025 and 2024 , respectively.
Nextpower reviews property and equipment for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of property and equipment is determined by comparing the carrying amount to the lowest level of identifiable projected undiscounted cash flows the property and equipment are expected to generate. An impairment loss is recognized when the carrying amount of property and equipment exceeds the fair value. Management determined there was no impairment for the fiscal years ended March 31, 2026, 2025 and 2024 .
Deferred income taxes
Nextpower accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. Nextpower recognizes a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Nextpower accounts for uncertain income tax positions by recognizing the impact of a tax position in its consolidated financial statements when Nextpower believes it is more likely than not that the tax position would not be sustained upon examination by the appropriate tax authorities based on the technical merits of the position.
Income taxes
The Company operates in numerous states and countries and must allocate its income, expenses, and earnings under the various laws and regulations of each of these taxing jurisdictions. Accordingly, the Company’s provision for income taxes represents its total estimate of the liability for income taxes that the Company has incurred in doing business each year in the jurisdictions in which Nextpower operates. Annually, the Company files tax returns that represent its filing positions with each jurisdiction and settles its tax return liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determination of the Company’s annual income tax provision is subject to judgments and estimates, actual results may vary from those recorded in its financial statements. The Company recognizes additions to and reductions in income tax expense during a reporting period that pertains to prior period provisions as its estimated liabilities are revised and its actual tax returns and tax audits are completed.
Goodwill and other intangibles assets
In accordance with accounting standards related to business combinations, goodwill is not amortized; however, certain finite-lived identifiable intangible assets, primarily customer relationships and acquired developed technology, are amortized over their estimated useful lives. Nextpower reviews identified intangible assets and goodwill for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Nextpower also tests goodwill at
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Notes to the consolidated financial statements
least annually for impairment at the beginning of its fourth fiscal quarter. Nextpower's Goodwill is not deductible for tax purposes. Refer to Note 5 for additional information about goodwill and other intangible assets.
Other current assets
Other current assets include short-term deposits and advances of $ 51.3 million and $ 50.2 million as of March 31, 2026 and 2025 , respectively, primarily related to advance payments to certain vendors for procurement of inventory.
Other assets
Other assets include right-of-use assets of $ 50.9 million and $ 32.8 million as of March 31, 2026 and 2025 , respectively, primarily related to land, building and furniture and fixtures.
Nextpower Arabia, the Company's joint venture with Abdullah Abunayyan Investment Holding ("Abunayyan"), became operational in the fourth quarter of fiscal year 2026. The new joint venture, headquartered in Riyadh, Kingdom of Saudi Arabia will provide tracker system equipment for utility-scale solar power plants across the Middle East and North Africa ("MENA") region. The shareholders of Nextpower Arabia include Nextracker Spain S.L., a wholly-owned subsidiary of the LLC, and Abunayyan. As part of the Joint Venture Agreement, the Company transferred ownership of two Saudi Arabia subsidiaries to Nextpower Arabia. The joint venture shareholders have an equal number of board seats, with the chair position appointed by Abunayyan, which also nominates the chief executive officer. Abunayyan will maintain 51 % common stock ownership interest and decisions over the activities of the joint venture are made by its board through a simple majority vote, other than a defined list of reserved matters which require higher approval thresholds . Accordingly, the investment is accounted for under the equity method of accounting.
As of March 31, 2026, the Company's investment in the Nextpower Arabia joint venture totaled $ 5.7 million, which is classified within other assets on its consolidated balance sheets. Nextpower’s equity in loss of the joint venture for fiscal year 2026 was immaterial and is included in other income, net on the consolidated statements of operations.
Accrued expenses
Accrued expenses include accruals primarily for freight and tariffs of $ 58.2 million and $ 42.9 million as of March 31, 2026 and 2025 , respectively. In addition, accrued expenses also includes $ 71.9 million and $ 54.1 million of accrued payroll as of March 31, 2026 and 2025 , respectively.
Tax Receivable A greement and liability
The Tax Receivable Agreement ("TRA") liability related to the amount expected to be paid to the former parent, TPG and the TPG Affiliates pursuant to the TRA (see Note 12) was $ 393.2 million and $ 419.4 million , as of March 31, 2026 and 2025, respectively, of which $ 372.7 million and $ 394.9 million, respectively, were included in TRA liabilities and $ 20.5 million and 24.5 million , respectively, were included in other current liabilities on the consolidated balance sheets, representing 85 % of the estimated future tax benefits subject to the TRA. Any U.S. federal, state and local income tax or franchise tax that the Company realizes or is deemed to realize (determined by using certain assumptions) as a result of favorable tax attributes, will be available to the Company as a result of certain transactions contemplated in connection with Nextpower’s initial public offering ("IPO"), exchanges of Class A common stock and payments made under the TRA. The actual amount and timing of any payments under the TRA, will vary depending upon a number of factors, including, among others, the amount and timing of the taxable income the Company generates in the future and the tax rate then applicable, and the portion of its payments under the TRA constituting imputed interest. Estimating future taxable income is inherently uncertain and requires judgment. In projecting future taxable income, the Company considers its historical results as well as assumptions related to future forecasts for its various businesses by location. The impact of any changes in the total projected obligations recorded under the TRA as a result of actual changes in the geographic mix of the Company’s earnings, changes in tax legislation and tax rates or other factors that may impact its actual tax savings realized will be reflected in income before taxes in the period in which the change occurs. During fiscal years 2026 and 2025, p ayments of $ 27.4 million and $ 15.5 million were made to the former parent, TPG and the TPG Affiliates, which are presented as a financing activity on the consolidated statement of cash flows.
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Notes to the consolidated financial statements
Other liabilities
Other liabilities primarily consist of long-term lease liabilities, as disclosed in the "Leases" section below, contingent earnouts for the Company’s acquisitions of $ 38.6 million and $ 2.6 million, and the long-term portion of standard product warranty liabilities of $ 8.0 million and $ 6.4 million as of March 31, 2026 and 2025, respectively. See Note 14 in the notes to the consolidated financial statements for further detail on the earnouts for the Company’s business acquisitions.
Stock-based compensation
Stock-based compensation is accounted for in accordance with ASC 718-10, Compensation-Stock Compensation . The Company records stock-based compensation costs related to its incentive awards. Stock-based compensation cost is measured at the grant date based on the fair value of the award. Compensation cost for time-based awards is recognized on a straight-line basis over the respective vesting period. Compensation cost for performance-based awards with a performance condition is reassessed each period and recognized based upon the probability that the performance conditions will be achieved. The performance-based awards with a performance condition are expensed when the achievement of performance conditions are probable. The total expense recognized over the vesting period will only be for those awards that ultimately vest and forfeitures are recorded when they occur. Refer to Note 7 for further discussion.
Leases
Nextpower is a lessee with several non-cancellable operating leases, primarily for warehouses, buildings, and other assets such as vehicles and equipment. The Company determines if an arrangement is a lease at contract inception. A contract is a lease or contains a lease when (i) there is an identified asset, and (ii) the customer has the right to control the use of the identified asset. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date for Nextpower’s operating leases. For operating leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The Company has elected the short-term lease recognition and measurement exemption for all classes of assets, which allows Nextpower to not recognize ROU assets and lease liabilities for leases with a lease term of 12 months or less and with no purchase option Nextpower is reasonably certain of exercising. Nextpower has also elected the practical expedient to account for the lease and non-lease components as a single lease component, for all classes of underlying assets. Therefore, the lease payments used to measure the lease liability include all of the fixed considerations in the contract. Lease payments included in the measurement of the lease liability comprise the following: fixed payments (including in-substance fixed payments) and variable payments that depend on an index or rate (initially measured using the index or rate at the lease commencement date). As Nextpower cannot determine the interest rate implicit in the lease for its leases, the Company uses an estimated incremental borrowing rate as of the commencement date in determining the present value of lease payments. The estimated incremental borrowing rate is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The lease term for all of Nextpower’s leases includes the non-cancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that Nextpower is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
As of March 31, 2026 and 2025, current operating lease liabilities were $ 11.9 million and $ 8.5 million, respectively, which are included in other current liabilities on the consolidated balance sheets and long-term lease liabilities were $ 41.0 million and $ 25.6 million, respectively, which are included in other liabilities on the consolidated balance sheets. ROU assets are included in other assets on the consolidated balance sheets. Refer to Note 3 for additional information about Leases.
Recently issued accounting pronouncement
Accounting Standards Update (“ASU”) 2025-11, Interim Reporting—Narrow Scope Improvement s: In December 2025, the Financial Accounting Standards Board ("FASB") issued a new accounting standard, to provide clarity and navigability of interim reporting requirements, requiring entities to provide interim financial statements and notes in accordance with U.S. GAAP and added a comprehensive list of interim disclosures required by U.S. GAAP. The new standard is effective for the Company beginning in fiscal year 2029 with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and expects to adopt the new guidance in the first quarter of fiscal year 2029.
ASU 2025-09, Derivatives and Hedging—Hedge Accounting Improvements : In November 2025, the FASB issued a new accounting standard, aiming to better align Hedge Accounting with Risk Management. The update relaxes similar-risk
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NEXTPOWER
Notes to the consolidated financial statements
requirements for grouped cash flow hedges, introduces an optional model for choose-your-rate debt, expands cash flow hedge eligibility for nonfinancial forecasts, clarifies the net written option test, and adjusts effectiveness assessment for dual foreign-currency debt hedges by excluding basis adjustments. The new standard is effective for the Company beginning in fiscal year 2028 with early adoption permitted. The Company expects to adopt the new guidance in the first quarter of fiscal year 2028 with an immaterial impact on its consolidated financial statements.
ASU 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 ASC 606. The new standard is effective for the Company beginning in fiscal year 2027 with early adoption permitted. The Company expects to adopt the new guidance in the first quarter of fiscal year 2027 with an immaterial impact on its consolidated financial statements.
ASU 2024-03 and 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures : In November 2024, the FASB issued a new accounting standard requiring a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The annual reporting requirements of the new standard are effective for the Company beginning in fiscal year 2028 and interim reporting requirements are effective beginning in the first quarter of fiscal year 2029, with early adoption permitted. The Company expects to adopt the new guidance in fiscal year 2028 with an immaterial impact on its consolidated financial statements.
Recently adopted accounting pronouncement
ASU 2023-09, Improvements to income Tax Disclosures : In December 2023, the FASB issued a new accounting standard to expand the disclosure requirements for income taxes, specifically related to rate reconciliation and income taxes paid. The Company adopted this ASU on a prospective basis for the fiscal year ended March 31, 2026. ASU 2023-09 impacted the presentation for income tax financial statement disclosures, but did not impact the Company’s operating results.
3. Leases
Nextpower has several commitments under operating leases for warehouses, buildings, and equipment. Leases have initial lease terms ranging from approximately one year to eleven years .
The components of lease cost recognized under ASC 842 Leases were as follow (in thousands):
Fiscal year ended March 31,
2026 2025 2024
Operating lease cost $ 12,383 $ 8,049 $ 2,281
Amounts reported in the consolidated balance sheet as of March 31, 2026 and 2025 were as follows (in thousands, except weighted average lease term and discount rate):
As of March 31,
2026 2025
Operating Leases:
Operating lease ROU assets $ 50,870 $ 32,795
Operating lease liabilities 52,858 34,114
Weighted-average remaining lease term (In years) 6.4 4.9
Weighted-average discount rate 5.3 % 6.2 %
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Notes to the consolidated financial statements
Other information related to leases was as follows (in thousands):
Fiscal year ended March 31,
2026 2025 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 10,882 $ 7,780 $ 2,299
Non-cash investing and financing activity:
Right-of-use assets obtained in exchange of lease liabilities $ 28,360 $ 29,858 $ 15,873
Reduction of lease liabilities and right-of-use assets from lease termination — ( 8,608 ) —
Future lease payments under non-cancellable leases as of March 31, 2026 are as follows (in thousands):
Operating Leases
Fiscal year ended March 31,
2027 $ 13,159
2028 11,758
2029 10,254
2030 5,906
2031 4,174
Thereafter 17,244
Total undiscounted lease payments 62,495
Less: imputed interest 9,637
Total lease liabilities $ 52,858
4. Revenue
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 fiscal years ended March 31, 2026, 2025 and 2024:
Fiscal year ended March 31,
2026 2025 2024
(In thousands)
Timing of Transfer
Point in time $ 442,012 $ 77,037 $ 35,268
Over time 3,117,378 2,882,160 2,464,573
Total revenue $ 3,559,390 $ 2,959,197 $ 2,499,841
5. Goodwill and intangible assets
Goodwill
During fiscal year 2026 , the additions to the Company’s goodwill are driven by its acquisitions of Bentek Corporation (“Bentek”), OnSight Technology Inc. (“OnSight”), Origami Solar, Inc. (“Origami”) and Fracsun Inc. (“Fracsun”), as further described below in Note 14. The additions to goodwill during fiscal y ear 2025 are driven by the Company’s acquisitions of Ojjo, Inc. (“Ojjo”) and the solar foundations business held by Solar Pile International (“SPI”).
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Notes to the consolidated financial statements
The following table summarizes the activity in the Company’s goodwill during the fiscal year ended March 31, 2026 and 2025 (in thousands):
As of March 31,
2026 2025
(In thousands)
Beginning balance $ 371,018 $ 265,153
Additions 117,932 103,565
Purchase accounting adjustments — 2,300
Ending balance $ 488,950 $ 371,018
The Company evaluates goodwill for impairment at the reporting unit level annually, and in certain circumstances, such as when there is a change in reporting units or whenever there are indications that goodwill might be impaired. The Company performed its annual goodwill impairment assessment on January 1 of each fiscal year , and assessed qualitative factors to determine whether it is more likely or not that the fair value of its reporting units is less than its carrying amount. The qualitative assessment required management to make various judgmental assumptions including but not limited to macroeconomic conditions, industry and market considerations, cost factors, financial performances, and change in stock price. Management assessed each factor and evaluated whether the evidence, in aggregate, would indicate that it is more likely than not that the Company’s reporting unit is less than its carrying amount. As a result of the qualitative assessment of its goodwill, the Company determined that no impairment existed as of the dates of the impairment tests because the fair value of its reporting unit exceeded its carrying value.
Other intangible assets
Nextpower amortizes identifiable intangible assets consisting of developed technology, customer relationships, and trade names because these assets have finite lives. Nextpower’s intangible assets are amortized on a straight-line basis over the estimated useful lives. The basis of amortization approximates the pattern in which the assets are utilized over their estimated useful lives. No residual value is estimated for any intangible assets.
Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset exceeds its fair value. The fair value of Nextpower’s intangible assets is determined based on management’s estimates of cash flows and recoverability. Nextpower reviewed the carrying value of its intangible assets as of March 31, 2026 and 2025 , and concluded that such amounts continued to be recoverable.
The components of identifiable intangible assets are as follows (in thousands):
As of March 31, 2026 As of March 31, 2025
Weighted-average remaining useful life (in years) Gross
carrying
amount Accumulated
amortization Net
carrying
amount Gross
carrying
amount Accumulated
amortization Net
carrying
amount
Developed technology 8.6 $ 72,673 $ ( 8,784 ) $ 63,889 $ 39,200 $ ( 2,394 ) $ 36,806
Customer relationships 3.1 19,159 ( 7,022 ) 12,137 18,000 ( 2,779 ) 15,221
Trade names and other intangibles 1.6 5,157 ( 3,137 ) 2,020 3,018 ( 1,804 ) 1,214
Total $ 96,989 $ ( 18,943 ) $ 78,046 $ 60,218 $ ( 6,977 ) $ 53,241
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Notes to the consolidated financial statements
The gross carrying amount of intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations during the fiscal years ended March 31, 2026, 2025 and 2024 are as follows:
Fiscal year ended March 31,
2026 2025 2024
(In thousands)
Cost of sales $ 6,742 $ 2,744 $ 275
Selling general and administrative expense 5,225 2,779 —
Total amortization expense $ 11,967 $ 5,523 $ 275
The estimated future annual amortization expense for the acquired finite-lived intangible assets as of March 31, 2026 is as follows:
Fiscal year ending March 31, Amount
(In thousands)
2027 $ 12,892
2028 11,604
2029 11,236
2030 8,282
2031 7,461
Thereafter 26,553
Total amortization expense $ 78,028
6. The Transactions
The Company and the LLC completed the following reorganization and other transactions in connection with the IPO (collectively, referred to as the “Transactions”):
• Immediately prior to the completion of the IPO, the Company issued 128,794,522 shares of its Class B common stock to Yuma, Yuma Sub, and TPG Rise (not inclusive of those held by affiliated blocker corporations – see below) immediately following the Transactions and before giving effect to the IPO.
• Immediately prior to the completion of the IPO and as permitted under and in accordance with the limited liability company agreement of the LLC in effect prior to the IPO (the “Prior LLC Agreement”), TPG Rise exercised its right to have certain blocker corporations affiliated with TPG Rise each merge with a separate direct, wholly-owned subsidiary of the Company, with the blocker corporations surviving each such merger, in a transaction intended to qualify as a tax-free transaction. In connection with such blocker corporations’ mergers, the investors in each such blocker corporation received a number of shares of the Company’s Class A common stock with a value based on the Series A Preferred Units held by such blocker corporation for a total of 15,279,190 shares of the Company’s Class A common stock.
• Immediately prior to the closing of the IPO, the LLC made a distribution in an aggregate amount of $ 175.0 million (the “LLC Distribution”). With respect to such LLC Distribution, $ 21.7 million was distributed to TPG Rise and $ 153.3 million to Yuma and Yuma Sub in accordance with their pro rata units of the LLC. The LLC Distribution was financed, in part, with net proceeds from the $ 150.0 million term loan under the senior credit facility with a syndicate of banks (as amended from time to time, the "Prior Credit Agreement"), as further discussed in Note 9.
• The Company used all the net proceeds from the IPO ($ 693.8 million) to purchase 30,590,000 the LLC common units from Yuma at a price per unit equal to $ 22.68 .
• In connection with Yuma’s transfer to the Company of 30,590,000 the LLC common units, a corresponding number of shares of the Company’s Class B common stock held by Yuma were canceled.
• In connection with the IPO, the Company's repurchased all 100 shares of common stock previously issued to Yuma for an immaterial amount.
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Notes to the consolidated financial statements
On February 8, 2023, the Company amended and restated its certificate of incorporation to, among other things, authorize 900,000,000 shares of $ 0.0001 par value Class A common stock, 500,000,000 shares of $ 0.0001 par value Class B common stock, and 50,000,000 shares of par value $ 0.0001 preferred stock.
On February 13, 2023, the members of the LLC entered into the Third Amended and Restated Limited Liability Company Agreement of the LLC (the "LLC Agreement") to, among other things, effect the Transactions described above and to appoint the Company as the managing member of the LLC. As of March 31, 2024, the Company beneficially owned 140,773,223 the LLC common units after the completion of the IPO, the Transactions, the follow-on offering and the Spin Transactions described below.
The 2023 follow-on offering
On July 3, 2023, Nextpower completed an underwritten offering of 18,150,000 shares of Class A common stock, of which 15,631,562 shares were offered and sold by the Company and 2,518,438 shares were offered and sold by certain of the Company’s stockholders for approximately $ 662.5 million in total gross proceeds, including the full exercise of the underwriters’ option to purchase additional shares of Class A common stock. The Company received net proceeds of $ 552.0 million . The entire net proceeds from the sale of shares by Nextpower were used by Nextpower to acquire 14,025,000 the LLC common units from Yuma, and 1,606,562 the LLC common units from TPG Rise. Simultaneously, 14,025,000 and 1,606,562 shares of Class B common stock were surrendered by Flex and TPG, respectively, and cancelled.
As a result of this follow-on offering ( r eferred to as the “Follow-on”), as of the closing date on July 3, 2023:
• Approximately $ 1.8 million of offering costs were paid by Flex.
• Immediately following the completion of the Follow-on, Flex (through Yuma and Yuma Sub), owned 74,432,619 shares of Class B common stock, representing approximately 51.45 % of the total outstanding shares of the Company's outstanding common stock.
• Additionally, TPG owned 8,140,341 shares of Class B common stock representing approximately 5.63 % of the total outstanding shares of the Company's outstanding common stock.
• The Company beneficially owned 62,053,870 the LLC units, representing approximately 42.91 % of the total common units of the LLC.
Exchange Agreement
The Company, the LLC, Yuma, Yuma Sub and TPG entered into an exchange agreement (the “Exchange Agreement”) under which Yuma, Yuma Sub and TPG (or certain permitted transferees thereof) have the right, subject to the terms of the Exchange Agreement, to require the LLC to exchange the LLC common units (together with a corresponding number of shares of Class B common stock) for newly-issued shares of Class A common stock of the Company on a basis, or, in the alternative, the Company may elect to exchange such LLC common units (together with a corresponding number of shares of Nextpower Class B common stock) for cash equal to the product of (i) the number of the LLC common units (together with a corresponding number of shares of Class B common stock) being exchanged, (ii) the then-applicable exchange rate under the Exchange Agreement (which will initially be one and is subject to adjustment) and (iii) the Class A common stock value (based on the market price of Nextpower's Class A common stock), subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions; provided further, that in the event of an exchange request by an exchanging holder, Nextpower may at its option effect a direct exchange of shares of Class A common stock for the LLC common units and shares of Class B common stock in lieu of such exchange or make a cash payment to such exchanging holder, in each case pursuant to the same economic terms applicable to an exchange between the exchanging holder and the LLC. As the LLC interests are redeemable upon the occurrence of an event not solely within the control of the Company, such interests are presented in temporary equity on the consolidated balance sheets.
The Separation Transactions
On October 25, 2023, Flex announced its plan to effect a spin-off of all of its remaining interests in Nextpower pursuant to the Merger Agreement to be effected through the following transactions (together, the “Spin Transactions”): (i) a court-approved capital reduction of Flex to be carried out pursuant to Section 78G of the Singapore Companies Act (the “Capital Reduction”), (ii) a distribution of all the shares of the common stock, par value $ 0.001 , of Yuma (the “Yuma Common Stock”), which was a wholly-owned subsidiary of Flex that, directly or indirectly, held all of Flex’s remaining interest in Nextpower, by way of a distribution in specie to Flex shareholders (the “Spin Distribution”), (iii) the merger of Yuma with and into Yuma Acquisition
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Corp., with Yuma surviving the merger as a wholly-owned subsidiary of Nextpower (the “Merger”) and pursuant to which each share of Yuma Common Stock outstanding immediately prior to the Merger would automatically convert into the right to receive a number of shares of the Company's Class A common stock based on the Exchange Ratio (as defined in the Merger Agreement) (with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Nextpower's Class A common stock in accordance with the terms of the Merger Agreement), and (iv) the merger of Yuma with and into a wholly-owned limited liability company subsidiary of Nextpower, with such limited liability company surviving the merger as a wholly-owned subsidiary of Nextpower, undertaken shortly following the completion of the Merger.
On January 2, 2024, Flex completed the spin-off of all of its remaining interests in Nextpower to Flex shareholders. Immediately prior to the spin-off, Flex held 100 % of the shares of Yuma Common Stock, and Yuma held, directly and indirectly through Yuma Sub, (i) 74,432,619 shares of Nextpower’s Class B common stock, par value $ 0.0001 per share, representing approximately 51.48 % of the total outstanding shares of Nextpower’s common stock, based on the number of shares of Nextpower’s common stock outstanding as of December 29, 2023 and (ii) 74,432,619 of the common units of the LLC, representing approximately 51.48 % of the economic interest in the business of Nextpower.
In addition to the Spin Distribution, Flex and Nextpower consummated the Merger, with Yuma surviving the Merger as a wholly-owned subsidiary of Nextpower. As a result of the Merger, each share of Yuma Common Stock issued and outstanding as of immediately prior to the closing of the Merger was automatically converted into the right to receive a number of shares of Class A common stock of the Company, based on an Exchange Ratio (as defined below), with cash payments to holders of shares of Yuma Common Stock in lieu of any fractional shares of Class A common stock of the Company in accordance with the terms of the Merger Agreement. The “Exchange Ratio” is equal to the quotient of (i) 74,432,619 , which is the number of shares of Class A common stock of Nextpower held by Yuma and Yuma Sub (assuming the exchange by Yuma and Yuma Sub of all the LLC common units, together with a corresponding number of shares of Class B common stock of the Company held by Yuma and Yuma Sub, for shares of Class A common stock of the Company) divided by (ii) the number of issued and outstanding shares of Yuma Common Stock immediately prior to the effective time of the Merger.
As the Merger represents a business combination of entities under common control, the transaction was accounted for in accordance with ASC 805-50, Business Combinations – Related Issues. Upon consummation of the Merger, the assets and liabilities of Yuma, particularly the redeemable interest in Nextpower, were recognized at their carrying value on the date of transfer as a transaction under common control. Once acquired, the redeemable noncontrolling interest was derecognized at its carrying amount. In addition, the Company recognized the issuance of its Class A common stock as consideration of the acquisition of Yuma, with the difference between the carrying value of the redeemable noncontrolling interest acquired and the par value of the Class A common stock recorded in additional paid-in capital.
On February 5, 2025, TPG exchanged all its remaining the LLC common units, together with a corresponding number of shares of Class B common stock of the Company, for shares of Class A common stock of the Company.
Up-C restructuring
As of March 31, 2026, the Company completed a series of reorganization transactions to simplify its U.S. legal entity structure. Through a series of transaction steps, the LLC was terminated as partnership as of March 31, 2026, and subsequently, the Company's Up-C structure no longer exists as of that date.
Tax distributions
During fiscal years 2026, 2025 and 2024, and pursuant to the LLC Agreement, the LLC made a pro rata tax distributions cash payment to its former non-controlling interest holders in the aggregate amount of approximately $ 3.0 million, $ 6.1 million and $ 66.9 million, respectively .
7. 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 IPO in February 2023, 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.
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The 2022 Plan is administered by the Board or such other committee appointed by the Board. Awards granted under the 2022 Plan expire no more than 10 years from the grant date. The 2022 Plan authorized the grant of 24.0 million equity-based awards. As of March 31, 2026 , the Company had approximately 11.5 million equity-based awards available for grant under the 2022 Plan.
During fiscal year 2026 , the Company granted the following three types of equity-based compensation awards to its employees under the 2022 Plan:
• Restricted incentive unit awards ("RSU"), whereby vesting is generally contingent upon time-based vesting with continued service up to a four-year period from the grant date, with a portion of the awards vesting at the end of each year.
• Options awards, whereby such awards will cliff-vest on the third anniversary of the grant date, subject generally to continuous service through vesting date; and
• Performance based vesting awards ("PSUs") whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2028, 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 earned PSUs will cliff-vest on March 31, 2028.
The service period of RSU, options and PSU awards granted in fiscal years 2025 and 2024 is three years .
On the date any performance-based vesting requirement is satisfied, the award holder will become vested in the number of awards that have satisfied the time-based vesting requirement, if any.
Stock-based compensation expense
The following table summarizes the Company’s stock-based compensation expense:
Fiscal year ended March 31,
2026 2025 2024
(In thousands)
Cost of sales $ 16,696 $ 11,927 $ 10,764
Selling, general and administrative expenses 92,004 98,532 38,325
Research and development 11,598 8,421 7,694
Total stock-based compensation expense $ 120,298 $ 118,880 $ 56,783
During fiscal years 2026 and 2025, the Company recognized net incremental stock-based compensation expense of approximately $ 3.4 million and $ 14.8 million, respectively, for certain PSU awards for which the performance conditions were achieved. Such expenses are included in the amounts above.
As of March 31, 2026, the total unrecognized compensation expense for unvested awards under the 2022 Plan and the related weighted average remaining period is summarized as follow:
Unrecognized compensation expense
(in thousands)
Weighted average remaining period
(in years)
Options $ 8,264 1.6
RSU 121,502 2.2
PSU 52,367 1.8
Total unrecognized compensation expense $ 182,133
Determining fair value — RSU awards
Valuation and Amortization Method - The Company determined the fair value of RSUs granted in fiscal years 2026, 2025 and 2024 under the 2022 Plan based on the closing price per share of its Class A common stock as of the grant date of the awards. The compensation expense is generally recognized on a straight-line basis over the respective vesting period.
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Notes to the consolidated financial statements
Determining fair value — Options and PSU awards
Valuation - The Company estimated the fair value of Options awards granted in fiscal years 2026, 2025 and 2024 under the 2022 Plan, using a Black-Scholes option pricing model.
The fair values of PSU awards granted in fiscal years 2026, 2025 and 2024, under the 2022 Plan, were estimated using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards.
Expected volatility - Volatility used in the Black-Scholes option pricing, or in the Monte Carlo simulation, is derived from the historical volatility of Nextpower’s Peer Group.
Risk-Free Rate assumptions - The Company bases the risk-free interest rate used in the Monte Carlo simulation based on the continuously compounded risk-free rate in the Monte Carlo simulations to calculate the drift rate of the Company and peer group stock prices. The risk-free rate of return was calculated using the U.S. Treasury daily yield curve.
The fair value of the Company’s awards granted under the 2022 Plan was estimated based on the following assumptions:
Fiscal year ended March 31,
2026 2025 2024
Expected volatility 55.0 % 52 % - 60 %
65.0 %
Expected dividends — % — % — %
Risk-free interest rate 3.9 % - 4.2 %
4.4 % - 5.0 %
3.8 % - 4.6 %
Awards activity
The following table summarizes the RSU awards activity under the 2022 Plan for the fiscal year ended March 31, 2026:
Fiscal year ended March 31,
2026
Number of RSUs Weighted average grant date fair value per share
Unvested RSU awards outstanding, beginning of fiscal year 3,240,371 $ 37.04
Granted 1,633,719 69.19
Vested ( 1,528,957 ) 32.38
Forfeited (1) ( 246,378 ) 46.39
Unvested RSU awards outstanding, end of fiscal year 3,098,755 $ 55.78
(1) Awards forfeited due to em ployee terminations.
The weighted average grant date fair value of RSU awards granted during the fiscal years ended March 31, 2025 and 2024 was $ 41.52 and $ 41.55 per award, respectively. The total fair value of RSU awards vested during the fiscal years ended March 31, 2026, 2025 and 2024 was $ 88.2 million, $ 30.3 million and $ 13.2 million, respectively.
The following table summarizes the PSU awards activity under the 2022 Plan for the fiscal year ended March 31, 2026:
Fiscal year ended March 31,
2026
Number of PSUs Weighted average grant date fair value per share
Unvested PSU awards outstanding, beginning of fiscal year 1,919,723 $ 59.70
Granted (1) 1,090,085 75.92
Vested (2) ( 2,217,548 ) 64.05
Unvested PSU awards outstanding, end of fiscal year 792,260 $ 67.09
(1) Includes 260,730 PSU awards representing the number of awards achieved above target levels based on the achievement of the performance-based metrics for the third tranche of PSU awards granted in fiscal year 2023; also includes 436,675 PSU awards
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Notes to the consolidated financial statements
representing the number of awards achieved above target levels based on the achievement of the performance-based metrics for PSU awards granted in fiscal year 2024. Excludes PSU awards representing the number of awards expected to be achieved above target levels based on management's best estimate as of March 31, 2026 for the achievement of certain metrics specific to the Company related to PSU awards granted in fiscal years 2025 and 2026.
(2) Includes 260,730 PSU awards representing the number of awards achieved above target levels based on the achievement of the performance-based metrics for the third tranche of PSU awards granted in fiscal year 2023; also includes 873,350 PSU awards representing the number of awards achieved above target levels based on the achievement of the performance-based metrics for PSU awards granted in fiscal year 2024.
The weighted average grant date fair value of the PSU awards granted during the fiscal years ended March 31, 2025 and 2024 was $ 74.18 and $ 54.77 per award, respectively. The total fair value of PSU awards that vested during the fiscal year ended March 31, 2026 was $ 163.1 million. No PSU awards vested during the fiscal years ended March 31, 2025 and 2024.
Additional information for the PSUs awarded in fiscals year 2026 and 2025 is further detailed in the table below:
Range of shares that may be issued (1)
Year of grant Performance end date Targeted number of awards as of March 31, 2026 Weighted average grant date fair value per share Minimum Maximum
Fiscal Year 2025 March 31, 2027 399,580 $ 58.30 380,600 761,200
Fiscal Year 2026 March 31, 2028 392,680 $ 76.04 589,020 1,178,040
(1) Represents the range of potential payout based on the best estimates of the achievement of certain metrics specific to the Company as of March 31, 2026.
The following table summarizes the Options awards activity under the 2022 Plan for the fiscal year ended March 31, 2026:
Fiscal year ended March 31,
2026
Number of Options Weighted average exercise price Weighted average remaining contractual term Aggregate intrinsic value (in thousands)
Options awards outstanding, beginning of fiscal year 3,362,498 $ 25.85
Granted 185,255 56.05
Exercised ( 712 ) 7.36
Forfeited (1) ( 26,191 ) 21.00
Options awards outstanding, end of fiscal year 3,520,850 $ 27.48 2.8 $ 327,685
Options awards exercisable as of end of fiscal year 316,280 $ 21.00 0.9 $ 31,486
Options awards vested and expected to vest, end of fiscal year 3,520,850 $ 27.48 2.8 $ 327,685
(1) Awards forfeited due to employee terminations.
The weighted average grant date fair value of Options awards granted during the fiscal years ended March 31, 2026, 2025 and 2024 was $ 32.60 , $ 29.05 and $ 24.95 per award, respectively. The aggregate intrinsic value of Options awards exercised during the fiscal years ended March 31, 2026 and 2025 was $ 0.1 million and $ 0.6 million, respectively. The total fair value of Options awards vested during the fiscal years ended March 31, 2026 and 2025 was immaterial. No Options awards were vested or exercised during the fiscal year ended March 31, 2024. Cash received from Options awards exercised and the tax benefit for the tax deductions from Option awards exercised during the fiscal years ended March 31, 2026 and 2025 was immaterial.
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Notes to the consolidated financial statements
The following table presents the composition of options outstanding and exercisable as of March 31, 2026:
Options outstanding Options exercisable
Range of Exercise Price Number of Shares Outstanding Weighted average remaining contractual life (in years) Weighted average exercise price Number of shares exercisable Weighted average exercise price
<$20 — N/A $ — — N/A
$20.00 - $40.00 2,590,241 1.0 21.00 316,280 21.00
$40.00 - $60.00 930,609 8.0 45.52 — N/A
3,520,850 2.8 $ 27.48 316,280 $ 21.00
Out of the 3.5 million options outstanding as of March 31, 2026, approximately 2.6 million options were granted in fiscal year 2023 whereby vesting was tied to certain performance metrics specific to the Company.
Share Repurchase Program
In January 2026, our board of directors approved a share repurchase program to repurchase up to an aggregate of $ 500.0 million of our outstanding shares of Class A common stock. The share repurchase program has a term of three years and may be modified, suspended, or terminated at any time. The number of shares to be repurchased and the timing of repurchases will be determined by us at our discretion and will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with our working capital requirements, general business conditions, and other factors.
During fiscal year 2026, the Company repurchased and subsequently retired an immaterial number of shares of its Class A common stock for an aggregate amount, including commissions, of $ 0.4 million under the share repurchase program. As of March 31, 2026, approximately $ 499.6 million of the originally authorized amount under the share repurchase program remained available for future repurchases.
8. Earnings per share
Basic earnings per share excludes dilution and is computed by dividing net income available to Nextpower Inc. common stockholders 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. Additionally, the potential dilution impact of Class B common stock convertible into Class A common stock was also considered in the calculation.
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Notes to the 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:
Fiscal year ended March 31, 2026
Fiscal year ended March 31, 2025
Fiscal year ended March 31, 2024
Income Weighted average shares outstanding Per share Income Weighted average shares outstanding Per share Income Weighted average shares outstanding Per share
Numerator Denominator Amount Numerator Denominator Amount Numerator Denominator Amount
(In thousands, except share and per share amounts)
Basic EPS
Net income attributable to Nextpower Inc. common stockholders $ 585,883 147,976,256 $ 3.96 $ 509,168 143,539,344 $ 3.55 $ 306,241 77,067,639 $ 3.97
Effect of Dilutive Impact
Common stock equivalents from Options awards (1) 2,029,255 1,198,258 1,089,554
Common stock equivalents from RSUs (2) 1,489,464 1,349,145 1,268,923
Common stock equivalents from PSUs (3) 1,215,058 1,287,558 558,733
Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ — — $ 8,078 1,901,645 $ 189,974 67,299,481
Diluted EPS
Net income $ 585,883 152,710,033 $ 3.84 $ 517,246 149,275,950 $ 3.47 $ 496,215 147,284,330 $ 3.37
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Notes to the consolidated financial statements
(1) During the fiscal years ended March 31, 2026, 2025 and 2024, no Options awards and approximately 0.7 million and 0.5 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 fiscal years ended March 31, 2026, 2025 and 2024, an immaterial amount of RSU awards, 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 fiscal years ended March 31, 2026, 2025 and 2024, no PSU awards and an immaterial amount of PSU awards and no 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.
9. Credit facilities and other financing arrangements
Credit facilities
On September 8, 2025, the Company and the LLC, as the borrower, entered into a credit agreement (the “New Credit Agreement”), which replaced the prior credit agreement originally entered into by the Company on February 13, 2023 (as amended from time to time, the “Prior Credit Agreement”). The New Credit Agreement provides for an unsecured revolving credit facility (the “New Revolving Credit Facility”) that matures on September 8, 2030 (the “Maturity Date”). The initial maximum aggregate principal amount available under the New Revolving Credit Facility is $ 1.0 billion. Subject to the satisfaction of certain conditions, the LLC may request an increase in the aggregate amount available under the New Revolving Credit Facility of up to $ 250.0 million at any time. The New Revolving Credit Facility provides for sub-facilities for the issuances of letters of credit in an aggregate amount not to exceed $ 500.0 million and swingline loans not to exceed $ 150.0 million in the aggregate.
The LLC may borrow, repay and re-borrow amounts under the New Credit Agreement from time to time until the Maturity Date. Voluntary prepayments under the New Credit Agreement are permitted from time to time generally without premium or penalty. The New Revolving Credit Facility is guaranteed by the Company and the LLC. Borrowings under the New Credit Agreement bear interest at a rate of either (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, (iii) the Term RFR rate, (iv) the Daily Simple RFR rate, or (v) the Eurocurrency Rate, plus the Applicable Margin, each as defined and described in the New Credit Agreement with respect to the applicable type of borrowing.
The LLC is required to pay a quarterly commitment fee on the undrawn portion of the New Revolving Credit Facility commitments, ranging from 7.5 to 20 basis points, depending on the LLC’s consolidated net leverage ratio and credit rating. Additionally, the LLC is required to pay a quarterly letters of credit fee on the utilized portion, ranging from 87.5 to 150 basis points, also depending on the LLC’s consolidated net leverage ratio and credit rating.
The New Credit Agreement contains certain affirmative and negative covenants that, among other things and subject to certain exceptions, limits the ability of the Company, LLC and its subsidiaries to incur certain additional indebtedness or liens and requires the Company and LLC to maintain a consolidated net leverage ratio below a certain threshold.
As a result of the New Credit Agreement, the Company capitalized approximately $ 2.0 million of issuance costs related to the New Revolving Credit Facility, which were included in other assets in the consolidated balance sheets and will be amortized over the term of the New Credit Agreement. As of March 31, 2026, the Company had approximately $ 922.1 million available under the New Revolving Credit Facility, net of 77.9 million of outstanding letters of credit. The Company was in compliance with all applicable covenants as of March 31, 2026.
Concurrently with the closing of the New Credit Agreement, the Company voluntarily terminated the Prior Credit Agreement, and all revolving commitments and all revolving loans under the Prior Credit Agreement, including all accrued interest or fees, have been paid and terminated in full as of September 8, 2025. The Prior Credit Agreement provided for a secured revolving credit facility in an aggregate principal amount of up to $ 500.0 million, of which no amounts were drawn as of termination. In conjunction with the termination, the Company wrote off all unamortized issuance costs related to the Prior Credit Agreement as of September 8, 2025 and as a result recorded a total loss of approximately $ 5.8 million, including debt extinguishment costs and transaction costs, in other income, net on its consolidated statements of operations for the fiscal year ended March 31, 2026. The Company incurred no termination penalties in connection with the early termination of the Prior Credit Agreement.
Supplier finance programs
The Company participates in various supplier finance programs administered by a third-party financial institution. Under such programs, certain suppliers may, at their sole discretion, elect to sell one or more of their receivables from the Company to a
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financial institution. The Company’s payment obligations to the financial institution are not accelerated and remain subject to the original contractual terms agreed with the supplier. The Company does not provide guarantees or collateral in connection with these arrangements. Amounts payable under the programs are included in accounts payable on the consolidated balance sheets and payments made under the programs are reported as operating activities on the consolidated statements of cash flows. The Company’s outstanding amount payable confirmed as valid under its supplier finance programs for the fiscal year ended March 31, 2026 was $ 213.3 million.
10. Supplemental cash flow disclosures
The following table represents supplemental cash flow disclosures of income taxes paid, interest paid, and non-cash investing and financing activities:
Fiscal year ended March 31,
2026 2025 2024
Supplemental disclosure: (In thousands)
Income taxes paid (1) $ 64,586 $ 125,519 $ 28,551
Interest paid — 10,319 10,654
Non-cash investing and financing activities:
Unpaid purchases of property and equipment $ 1,159 $ 1,663 $ 1,596
Fair value of contingent considerations as of acquisition dates 29,930 2,550 —
Acquisition deferred purchase price 2,674 14,000 —
Net liabilities contributed to joint venture 4,780 — —
Transfers from property and equipment, net to inventories 8,153 — —
Transfers from other assets to other intangible assets, net 2,000 — —
TRA revaluation — 7,635 23,823
Stock-based compensation tax benefits — 1,698 —
Unpaid distribution to former non-controlling interest holders — 3,010 —
Other equity — 3,476 —
Reclassification of redeemable non-controlling interest — — 622,292
(1) Amounts presented in fiscal years 2026 and 2025 were net of transfer and assignment of 45X Credit of $ 130.1 million and $ 63.8 million, respectively.
11. 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 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 Sub. As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextpower Inc. On February 21, 2025, Flex and Flextronics International USA, Inc. (collectively “Flex Plaintiffs”) filed suit in the Delaware Court of Chancery, alleging that 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, Flex Plaintiffs filed a notice of appeal with the Delaware Supreme Court. Briefing on appeal will be completed by May 19, 2026.
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Notes to the 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 subsequent appeal, Nextpower is unable to reasonably estimate a loss, if any, arising from this matter.
On December 27, 2024, a class action lawsuit alleging violations of federal securities laws was filed by a purported stockholder in the U.S. District Court for the Northern District of California, naming as defendants Nextpower and certain of the Nextpower officers, alleging that defendants made false and misleading statements about our business, financial results and prospects. The plaintiffs sought unspecified monetary damages and other relief on behalf of the purported class. On March 9, 2026, the court granted defendants’ motion to dismiss the complaint while allowing plaintiffs leave to amend. On April 6, 2026, plaintiffs served notice that they would not file an amended complaint. On April 13, 2026, the court dismissed the action with prejudice and entered judgment in favor of Nextpower and all other defendants. Plaintiffs had until May 13, 2026 to file an appeal. Plaintiffs did not appeal the judgment and the judgment is therefore final.
On January 23, 2025 and March 18, 2025, purported stockholders of Nextpower filed stockholder derivative actions against the Nextpower directors and certain of its officers in the U.S. District Court for the Northern District of California based on factual allegations similar to those underlying the securities class action described above. The derivative actions assert claims on behalf of Nextpower for, among other things, violations of the federal securities laws and breaches of fiduciary duties, and seek damages and restitution to be paid to Nextpower by the individual defendants, governance changes and attorney’s fees and costs. The derivative cases were stayed pending resolution of the securities class action. On May 14, 2026, following the final judgment in favor of all defendants in the related securities class action, the parties filed a stipulation requesting that the court dismiss the derivative cases without prejudice, which the court granted on May 15, 2026.
Antidumping and Countervailing Duties
Under an August 2023 “circumvention” determination by the U.S. Department of Commerce (“Commerce”), crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using wafers and other key components made in China and entered into the United States on or after April 1, 2022 are subject to antidumping duty and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012 (“Solar Circumvention Determination”). AD/CVD cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250 % of the entered value of the imported merchandise.
In September 2022, in response to Presidential Proclamation 10414, Commerce published a final rule that exempted CSPV modules subject to the Solar Circumvention Determination from AD/CVD cash deposits and duties if the CSPV modules entered the United States before June 6, 2024 and were utilized by December 3, 2024, and if the importer of the modules complied with certain certification requirements (the “Solar Duty Waiver Regulation”). Commerce also implemented a separate certification mechanism for importers to demonstrate that imported CSPV modules are not subject to the Solar Circumvention Determination as a result of falling outside of the scope of the determination. CSPV modules imported from Cambodia, Malaysia, Thailand and Vietnam and not demonstrated via certifications to be either covered by the Solar Duty Waiver Regulation or outside the scope of the Solar Circumvention Determination are subject to AD/CVD cash deposits and possible final AD/CVD duty liability at varying rates depending on the producer and exporter of the modules.
On August 22, 2025, the U.S. Court of International Trade (“CIT”) issued a decision declaring the Solar Duty Waiver Regulation unlawful and ordering the U.S. government to impose AD/CVD duties on merchandise that had benefitted from the Solar Duty Waiver Regulation. The CIT’s decision has been appealed to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”), and the CIT’s judgment has been stayed during the pendency of that appeal.
Since April 2022, Nextpower has imported proprietary 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. Nextpower submitted certifications for the modules to either utilize the Solar Duty Waiver Regulation or to demonstrate that the modules do not fall within the scope of the Solar Circumvention Determination, but Nextpower did not strictly follow all of the certification procedures for a number of these entries. If the Federal Circuit upholds the CIT’s decision in the litigation challenging the Solar Duty Waiver Regulation or Nextpower’s certifications are found to be invalid, Nextpower could be required to pay AD/CVD amounts with respect to the applicable entries of the modules.
In December 2024, in connection with the August 2023 Solar Circumvention Determination, U.S. Customs and Border Protection (“CBP”) instructed Nextpower to pay AD/CVD cash deposits totaling approximately $ 1 million, relating to a small number of our imports of CSPV modules from Malaysia and Thailand that entered the United States prior to June 6, 2024. CBP
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required the cash deposit payment based on the agency’s perception that certifications accompanying the imports were deficient. If CBP were to instruct us to make AD/CVD cash deposit payments relating to other past imports of our proprietary CSPV modules based on the Solar Circumvention Determination, such additional cash deposits could be substantially higher and may not be ultimately refunded to us.
To mitigate the AD/CVD duty risk, Nextpower has submitted a prior disclosure to CBP informing CBP of the potential procedural deficiencies with respect to the certifications submitted by Nextpower. Even if the Solar Duty Waiver Regulation is ultimately upheld on appeal, CBP may reject Nextpower’s certifications and attempt to subject Nextpower’s entries to the Solar Circumvention Determination and the AD/CVD orders on CSPV cells and modules from China.
To further mitigate the risk of possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies, Nextpower filed a request for a changed circumstances review with Commerce, seeking an exclusion for its off-grid smart CSPV modules from the AD/CVD orders on CSPV cells and modules from China, retroactive to January 1, 2022, which is before the effective date of the Solar Circumvention Determination. In December 2025, Commerce issued the final results of the changed circumstances review and granted an exclusion for Nextpower’s off-grid smart CSPV modules for purposes of the CVD order on CSPV cells and modules from China, retroactive to January 1, 2022, and also for purposes of the AD order on CSPV cells and modules from China, retroactive to December 1, 2022.
Prior to the issuance of Commerce’s final results in the changed circumstances review, Nextpower estimated the potential AD/CVD duty liability with respect to the entries at risk because of the possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies to be as high as approximately $ 120 million, plus compounded interest which could be significant, depending upon the specific scenarios. Following Commerce’s final grant of the retroactive exclusion, the potential AD/CVD duty liability, if any, with respect to such at risk entries has been substantially reduced but remains unknown. The outcome of the litigation challenging the Solar Duty Waiver Regulation and CBP’s treatment of Nextpower’s certifications remain unclear.
12. Income taxes
As disclosed in Note 2, the Company adopted ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures , for the annual disclosures for the fiscal year ended March 31, 2026 on a prospective basis. Comparative financial information for prior periods has not been recast and continues to be reported under the accounting standards in effect for those periods.
The domestic and foreign components of income before income taxes were comprised of the following:
Fiscal year ended March 31,
2026 2025 2024
(In thousands)
Domestic $ 634,828 $ 620,166 $ 576,009
Foreign 78,998 27,850 31,988
Total $ 713,826 $ 648,016 $ 607,997
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The provision for income taxes for fiscal year 2026 consisted of the following, subsequent to the adoption of ASU 2023-09:
Fiscal year ended March 31, 2026
Current: (In thousands)
Federal $ 105,229
State 8,356
Foreign 14,581
Total 128,166
Deferred:
Federal $ 11,045
State ( 3,506 )
Foreign ( 7,762 )
Total ( 223 )
Provision for income taxes $ 127,943
The provision for income taxes for fiscal years 2025 and 2024 consisted of the following, prior to the adoption of ASU 2023-09:
Fiscal year ended March 31,
2025 2024
Current: (In thousands)
Domestic $ 132,181 $ 65,286
Foreign 11,486 7,904
Total 143,667 73,190
Deferred:
Domestic $ ( 13,452 ) $ 30,496
Foreign 555 8,096
Total ( 12,897 ) 38,592
Provision for income taxes $ 130,770 $ 111,782
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Notes to the consolidated financial statements
The domestic statutory income tax rate was 21% in fiscal years 2026, 2025 and 2024 . The reconciliation of the income tax expense expected based on domestic statutory income tax rates to the expense (benefit) for income taxes included in the consolidated statements of operations is as follows, subsequent to the adoption of ASU 2023-09 (in thousands, except percentages):
Fiscal year ended March 31, 2026
Amount Percent
U.S. federal tax at statutory rate $ 149,903 21.0 %
State and local income taxes, net of federal income tax effect (1) 5,710 0.8 %
Foreign tax effects:
Spain
Transfer pricing adjustment ( 13,680 ) ( 1.9 ) %
Other 5,380 0.8 %
Other foreign jurisdictions ( 1,043 ) ( 0.1 ) %
Effects of cross-border tax laws
Foreign-derived intangible income ( 15,208 ) ( 2.1 ) %
Tax credits ( 9,180 ) ( 1.3 ) %
Nontaxable or nondeductible items:
Stock-based compensation expense (2) 6,117 0.9 %
Other ( 56 ) — %
Total provision for income taxes and effective tax rate $ 127,943 17.9 %
(1) State and local taxes in Arizona, California, Illinois, Indiana, and Wisconsin made up the majority (greater than 50%) of the tax effect in this category.
(2) Includes amounts related to non-deductible stock-based compensation, non-deductible executive compensation, and excess tax benefits or shortfalls from stock-based compensation. The total includes $ 8.7 million related to excess tax benefits on current year vested and exercised awards.
The reconciliation of the income tax expense expected based on domestic statutory income tax rates to the expense (benefit) for income taxes included in the consolidated statements of operations is as follows, prior to the adoption of ASU 2023-09:
Fiscal year ended March 31,
2025 2024
(In thousands)
Income taxes based on domestic statutory rates $ 136,083 $ 127,679
Effect of tax rate differential 1,682 2,165
Foreign-derived intangible income deduction ( 20,747 ) ( 9,055 )
Foreign disregarded entities 6,261 5,574
Change in TRA liability 23 ( 12,416 )
Amount allocated to non-controlling interest ( 1,702 ) ( 41,348 )
Stock-based compensation 7,097 —
State 15,314 7,810
Change in state effective rate ( 7,494 ) 31,279
Other ( 5,747 ) 94
Provision for income taxes $ 130,770 $ 111,782
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Notes to the consolidated financial statements
The amounts of income taxes paid by jurisdiction for the fiscal year ended March 31, 2026, subsequent to the adoption of ASU 2023-09 (in thousands):
Fiscal year ended March 31, 2026
Federal (1) $ 160,629
State and Local 27,455
Foreign 8,074
Total income taxes paid $ 196,158
(1) Includes assigned or transferred 45X Federal Tax Credits of $ 130.1 million.
The components of deferred income taxes are as follows:
As of March 31,
2026 2025
Deferred tax liabilities: (In thousands)
Foreign taxes $ ( 20,908 ) $ ( 18,128 )
Fixed assets ( 3,410 ) ( 2,871 )
Intangible assets ( 13,704 ) ( 10,329 )
Others ( 12,081 ) ( 4,047 )
Total deferred tax liabilities ( 50,103 ) ( 35,375 )
Deferred tax assets:
Stock-based compensation 19,186 24,125
Deferred revenue 22,446 —
Capitalized research and development 47,117 —
Goodwill 289,986 —
Net operating loss and other carryforwards 27,293 23,417
Investment in the LLC — 435,802
TRA liability 60,524 —
Interest deduction on investment in the LLC 40,483 28,267
Foreign tax credits 17,065 13,632
Others 37,828 9,962
Total deferred tax assets 561,928 535,205
Valuation allowances ( 1,253 ) ( 1,052 )
Total deferred tax assets, net of valuation allowances 560,675 534,153
Net deferred tax asset $ 510,572 $ 498,778
The net deferred tax asset is classified as follows:
Long-term asset $ 511,815 $ 498,778
Long-term liability ( 1,243 ) —
Total $ 510,572 $ 498,778
As of March 31, 2026 , the Company has terminated the status of the LLC as a partnership for U.S. federal income tax purposes, as such, the investment in the LLC deferred tax asset of $ 435.8 million, as of March 31, 2025, was recast into separate components including a goodwill deferred tax asset of $ 290.0 million. The Company has recorded deferred tax assets of
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approximately $ 27.3 million related to tax losses and other carryforwards. These tax losses and other carryforwards will expire at various dates as follows:
Expiration dates of deferred tax assets related to operating losses and other carryforwards Amount
Fiscal year
(In millions)
2027 - 2032 $ 2,847
2033 - 2038 253
2039 - Post 827
Indefinite 23,366
Total $ 27,293
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. On the basis of this evaluation, for the fiscal year ended March 31, 2026 , no material change to the valuation allowance account of $ 1.3 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased .
As of March 31, 2026 , the Company has provided for earnings in foreign subsidiaries that are not considered to be indefinitely reinvested and therefore subject to withholding taxes on $ 124.3 million of undistributed foreign earnings, recording a deferred tax liability of approximately $ 8.9 million thereon.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Fiscal year ended March 31,
2026 2025 2024
(In thousands)
Balance, beginning of fiscal year $ 1,118 $ 349 $ 434
Increase / (decrease) to tax positions in prior period — ( 4 ) ( 85 )
Increase due to business combinations 547 1,118 —
Lapse of statute of limitations — ( 345 ) —
Balance, end of fiscal year $ 1,665 $ 1,118 $ 349
Nextpower and its subsidiaries file federal, state, and local income tax returns in multiple jurisdictions around the world. With few exceptions, Nextpower is no longer subject to income tax examinations by tax authorities for years before 2018.
The Company recognizes interest and penalties accrued related to unrecognized tax benefits within the Company’s tax expense. The Company had immaterial accrued interest and penalties as of March 31, 2026 and 2025, respectively. To the extent taxes are not assessed with respect to uncertain tax positions, substantially all amounts accrued (including interest and penalties) will be reduced and reflected as a reduction of the overall income tax provision.
The Company has entered into 45X Credit transfer and assignment agreements with certain suppliers which resulted in an offset of the Company’s federal tax payable by $ 130.1 million and $ 63.8 million for the fiscal years ended March 31, 2026 and 2025, respectively.
Tax Receivable Agreement
On February 13, 2023, Nextpower Inc. entered into the TRA with the LLC, Yuma, Yuma Sub, TPG Rise and the TPG Affiliates. The TRA provides for the payment by Nextpower Inc. to Yuma, Yuma Sub, TPG and the TPG Affiliates (or certain permitted transferees thereof) of 85 % of the tax benefits, if any, that Nextpower Inc. is deemed to realize under certain circumstances as a result of (i) its allocable share of existing tax basis in tangible and intangible assets resulting from exchanges or acquisitions of outstanding Series A Preferred Units or common units of the LLC (collectively, the “LLC Units”), including as part of the Transactions or under the Exchange Agreement, (ii) increases in tax basis resulting from exchanges or acquisitions of LLC Units and shares of Nextpower Inc.’s Class B common stock (including as part of the Transactions or under the Exchange Agreement), (iii) certain pre-existing tax attributes of certain blocker corporations affiliated with TPG Rise that each merged with a separate direct, wholly-owned subsidiary of Nextpower Inc., as part of the Transactions, and (iv)
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Notes to the consolidated financial statements
certain other tax benefits related to Nextpower Inc. entering into the TRA, including tax benefits attributable to payments under the TRA. Prior to the Spin-off, Yuma and Yuma Sub assigned their respective rights under the TRA to an entity that remains an affiliate of the former parent.
As of March 31, 2026 and 2025, a liability of $ 393.2 million and $ 419.4 million , respectively, was recorded for the expected amount to be paid to the affiliate of the former parent, TPG and the TPG affiliates, of which $ 372.7 million and $ 394.9 million, respectively, were included in TRA liabilities and $ 20.5 million and $ 24.5 million , respectively, were included in other current liabilities on the consolidated balance sheets.
Pillar Two
The Organization for Economic Co-operation and Development ("OECD"), a global policy forum, issued Pillar Two Global Anti-Base Erosion rules, which a global minimum tax of 15% would apply to multinational groups with consolidated financial statement revenue in excess of EUR 750 million. The Company has evaluated the impact of these rules and currently believes that it will not have a material impact on its financial results through 2026.
As many countries have proposed or enacted Pillar Two in jurisdictions in which the Company operates, the Company continues to monitor the relevant developments.
Tax distributions
During fiscal years 2026, 2025 and 2024 and pursuant to the LLC Agreement, the LLC made pro rata tax distributions cash payment to its former non-controlling interest holders in the aggregate amount of approximately $ 3.0 million, $ 6.1 million, and $ 66.9 million, respectively.
13. 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 consolidated balance sheets as total consolidated assets.
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 fiscal years ended March 31, 2026, 2025 and
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2024 (prior year segment expenses have been reclassified to separately present tariffs to be consistent with the current year presentation):
Fiscal year ended March 31,
2026 2025 2024
(In thousands)
Revenue $ 3,559,390 $ 2,959,197 $ 2,499,841
Less:
Material cost 2,226,920 1,799,343 1,498,699
45X vendor credits ( 379,874 ) ( 224,879 ) ( 121,405 )
Tariffs 130,406 19,729 16,775
Freight, labor and other cost of sales 421,843 356,179 292,723
Selling, general and administrative expenses 341,920 290,321 183,571
Research and development 120,909 79,392 42,360
Interest expense 2,623 13,096 13,820
Other income, net ( 19,183 ) ( 22,000 ) ( 34,699 )
Provision for income taxes 127,943 130,770 111,782
Net income $ 585,883 $ 517,246 $ 496,215
The following table sets forth geographic information of revenue based on the locations to which the products are shipped:
Fiscal year ended March 31,
2026 2025 2024
Revenue: (In thousands, except percentages)
U.S. $ 2,730,699 77 % $ 2,031,603 69 % $ 1,702,611 68 %
Rest of the World 828,691 23 % 927,594 31 % 797,230 32 %
Total $ 3,559,390 $ 2,959,197 $ 2,499,841
The United States is the principal country of domicile.
The following table summarizes the countries that accounted for more than 10% of revenue in fiscal years 2026, 2025 and 2024. Revenue is attributable to the countries to which the products are shipped.
Fiscal year ended March 31,
2026 2025 2024
Revenue: (In thousands, except percentages)
U.S. $ 2,730,699 77 % $ 2,031,603 69 % $ 1,702,611 68 %
Brazil — * — * 281,272 11 %
* Percentage below 10%
No other country accounted for more than 10% of revenue for the fiscal years presented in the table above.
As of March 31, 2026 and 2025, property and equipment, net in the United States was $ 73.7 million and $ 56.6 million, respectively, which represents substantially all of the Company’s consolidated property and equipment, net. No other countries accounted for more than 10% of property and equipment, net as of March 31, 2026 and 2025.
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Notes to the consolidated financial statements
14. Business acquisitions
Fiscal 2026 Acquisitions
During the fiscal year ended March 31, 2026, the Company completed four acquisitions (the "2026 Acquisitions"), as described below.
• On May 7, 2025, as part of an all-cash transaction, the Company acquired 100 % of the ownership interest in Bentek Corporation ("Bentek"), an industry pioneer and manufacturer of electrical infrastructure components that collect and transport electricity from solar panels to the power grid. The acquisition combines Bentek’s engineered, pre-assembled eBOS solutions with Nextpower’s solar tracker platform, providing customers with streamlined procurement and project logistics from a single source.
• On May 9, 2025, the Company acquired 100 % of the ownership interest in OnSight, an autonomous robotic inspection and fire detection system for solar plants. OnSight expands the Company ’ s strategy focused on applying automation, data, and advanced technologies to solar power plant deployment and operations, including applications in installation, inspection, and ongoing system management.
• On September 8, 2025, the Company acquired 100 % of the ownership interest in Origami Solar, Inc. ("Origami"), a pioneer in roll-formed steel frame technology for solar panels. Steel frames offer a high-performance alternative to traditional extruded aluminum frames, delivering strength and durability, competitive cost, and the potential for a more localized supply chain.
• On November 7, 2025, in an all-cash transaction, the Company also acquired 100 % of the ownership interest in Fracsun, a market leader in solar panel soiling measurement and monitoring solutions.
The 2026 Acquisitions continue Nextpower’s strategy of adding and incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability. The aggregate cash consideration of the 2026 Acquisitions was approximately $ 116.8 million, net of cash acquired. Their aggregate total purchase price of $ 149.4 million includes $ 2.7 million of deferred consideration expected to be paid within a 12-month period, and $ 29.9 million of estimated contingent earnout in aggregate (with a maximum possible consideration of $ 58.5 million).
Fiscal 2025 Acquisitions
During the fiscal year ended March 31, 2025, the Company completed three acquisitions (the "2025 Acquisitions"), as described below.
• On June 20, 2024, as part of an all-cash transaction, the Company acquired 100 % of the ownership interest in Ojjo, a renewable energy company specializing in foundations technology and services used in ground-mount applications for solar power generation.
• Further, on July 31, 2024, the Company closed the acquisition of the solar foundations business held by Solar Pile International ("SPI") through the purchase of Spinex Systems Inc. and assets held by other SPI affiliates.
The 2025 Acquisitions expand the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The development of any utility-scale project is a long and complex process. Foundations are a key part of every utility-scale solar project installation. In addition, projects are often confronted with unique challenges related to land use considerations and exceptional variation in subsurface conditions. The Company believes there is additional value for its customers in combining tracker systems and foundations to form an integrated solution, particularly for difficult and unique soil conditions.
The aggregate cash consideration of the 2025 Acquisitions was approximately $ 144.7 million, net of $ 4.4 million cash acquired. Additionally, the aggregate total purchase price of $ 164.7 million includes $ 14.0 million of deferred consideration expected to be paid within a 12-month period, a $ 3.4 million release of a loan obligation previously owed by the seller and a $ 2.6 million contingent earnout. The contingent earnout has a maximum possible consideration of $ 6.0 million upon the
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Notes to the consolidated financial statements
achievement of future revenue performance targets, measured in megawatts ("MW"), over a four-year period starting October 1, 2024.
The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed for the 2026 and 2025 Acquisitions were based on their preliminary estimated fair values as of the dates of the acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes.
Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, which is a period not to exceed 12 months from the date of the relevant acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period.
The following represents the Company’s preliminary allocation of the 2026 Acquisitions and the final allocation of the 2025 Acquisitions aggregate purchase price to the acquired assets and liabilities (in thousands):
2026 Acquisitions 2025 Acquisitions
Current assets $ 23,375 $ 5,484
Property and equipment 6,729 23,576
Intangible assets 25,767 49,700
Goodwill 117,932 105,865
Other assets 12,840 4,633
Total assets 186,643 189,258
Current liabilities 28,421 17,467
Other liabilities, non-current 8,857 7,074
Total purchase price, net of cash acquired $ 149,365 $ 164,717
Intangible assets for the 2026 Acquisitions are comprised of $ 22.5 million of developed technology to be amortized over an estimated useful life of 9.3 years, $ 2.1 million of trade names to be amortized over an estimated useful life of 1.9 years, and $ 1.2 million of customer relationships to be amortized over an estimated useful life of 1.2 years. Intangible assets for the 2025 Acquisitions were comprised of $ 31.7 million of developed technology to be amortized over an estimated useful life of ten years , and $ 18.0 million of customer relationships to be amortized over an estimated useful life of five years . The fair value assigned to the identified intangible assets was estimated based on an income approach, which provides an indication of fair value based on the present value of cash flows that the acquired business is expected to generate in the future. Key assumptions used in the valuation included forecasted revenues, cost of sales and operating expenses, royalty rate, discount rate and weighted average cost of capital. The useful life of the acquired intangible assets for amortization purposes was determined by considering the period of expected cash flows used to measure the fair values of the asset, adjusted for certain factors that may limit the useful life.
The results of operations of the 2026 and 2025 Acquisitions were included in the Company’s consolidated financial statements beginning on the dates of the acquisitions, and were not material for all periods presented.
Pro-forma results of operations have not been presented because the effects of the 2026 and 2025 Acquisitions were not material to the Company’s consolidated financial results for all periods presented.
The Company incurred approximately $ 10.3 million and $ 5.3 million of acquisition costs during the fiscal years ended March 31, 2026 and 2025, respectively, which are presented as selling, general and administrative expenses on the consolidated statement of operations.
Contingent earnout liabilities
The 2026 and 2025 Acquisitions contain various contingent earnout liabilities based on specific achievement criteria for various operational and/or performance targets. The fair value of the respective contingent earnout liabilities is estimated using the combination of a Scenario Based Method which identifies probability-weighted outcomes scenarios to arrive at an expected payoff and/or a Monte-Carlo simulation model. The Monte-Carlo simulation model is a probabilistic approach used to simulate
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future revenue and calculate the potential contingent consideration payments for each simulated path. The inputs are unobservable in the market and therefore categorized as Level 3 inputs in the fair value measurement. At each reporting period, the Company evaluates the fair value of its contingent earnout obligations and records any changes in fair value of such liabilities in other income, net in its consolidated statements of operations. The balance of the contingent earnout liabilities is included in other liabilities in the consolidated balance sheets.
The following table represents the activity related to the contingent earnout for the fiscal years ended March 31, 2026 and 2025 (in thousands):
Balance as of March 31, 2024 $ —
Additions 2,550
Balance as of March 31, 2025 2,550
Additions 29,930
Change in fair value (1) 6,130
Payments ( 66 )
Balance as of March 31, 2026 $ 38,544
(1) Changes in the fair value of contingent earnout identified during fiscal year 2026 are recorded within other income, net on the Company's consolidated statements of operations, and are presented within net cash provided by operating activities on the consolidated statements of cash flows.
On May 12, 2026, the Company announced it has entered into a definitive agreement to acquire complementary assets of Zigor Corporation’s power conversion business and its U.S.-based subsidiary, Apex Power, for a total purchase price of approximately $ 80.5 million, consisting of cash consideration of $ 46 million, and up to $ 34.5 million in potential earnout. The closing of the acquisition is subject to foreign direct investment (FDI) approval by the Spanish government and other customary conditions. The transaction is expected to expand Nextpower’s product portfolio and capabilities in utility-scale solar power conversion and support its entry into battery energy storage and data center markets .
15. Derivative financial instruments
Cash Flow Hedges
During the fiscal year ended March 31, 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 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 March 31, 2026 was 79 million Euros. Deferred gains were $ 0.6 million as of March 31, 2026 and are expected to be recognized primarily as a component of revenue in the 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 fiscal year 2026 and the gains recognized upon settlement of the hedged transactions were recorded in revenue on the consolidated statement of operations.
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Notes to the consolidated financial statements
The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes at March 31, 2026 and 2025, respectively (in thousands):
Asset Derivatives Liability Derivatives
Fair Value Fair Value
Balance Sheet Location March 31, 2026 March 31, 2025 Balance Sheet Location March 31, 2026 March 31, 2025
Derivatives designated as cash flow hedge:
Foreign exchange forward contracts Other current assets $ 598 $ — Other current liabilities $ ( 6 ) $ —
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required disclosure. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
b. Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate “internal control over financial reporting,” as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2026 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2026. The effectiveness of our internal control over financial reporting as of March 31, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report dated May 19, 2026, which has been included herein.
c. Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
d. Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected . These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because
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of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Nextpower Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Nextpower Inc. (formerly Nextracker Inc.) and subsidiaries (the “Company”) as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2026, of the Company and our report dated May 19, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
San Jose, California
May 19, 2026
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ITEM 9B. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information with respect to this item may be found in Nextpower Inc.’s definitive proxy statement to be delivered to shareholders in connection with Nextpower Inc.’s 2026 Annual Shareholders Meeting. Such information is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to this item may be found in Nextpower Inc.’s definitive proxy statement to be delivered to shareholders in connection with Nextpower Inc.’s 2026 Annual Shareholders Meeting. Such information is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information with respect to this item may be found in Nextpower Inc.’s definitive proxy statement to be delivered to shareholders in connection with Nextpower Inc.’s 2026 Annual Shareholders Meeting. Such information is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information with respect to this item may be found in Nextpower Inc.’s definitive proxy statement to be delivered to shareholders in connection with Nextpower Inc.’s 2026 Annual Shareholders Meeting. Such information is incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES (Deloitte & Touche LLP, PCAOB ID 34 )
Information with respect to this item may be found in Nextpower Inc.’s definitive proxy statement to be delivered to shareholders in connection with Nextpower Inc.’s 2026 Annual Shareholders Meeting. Such information is incorporated by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Documents filed as part of this Annual Report on Form 10-K:
i. Financial Statements. See Item 8, "Financial Statements and Supplementary Data."
ii. Financial Statement Schedules. All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
iii. Exhibits. The Exhibit Index, which immediately precedes the signature page to this Annual Report on Form 10-K, is incorporated by reference into this Annual Report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
EXHIBIT INDEX
Incorporated by reference
Exhibit No. Description Filed Herewith Form File No. Exhibit Filing Date
3.1
Second Amended and Restated Certificate of Incorporation of Nextpower Inc. 8-K 001-41617 3.1 November 12, 2025
3.2
Second Amended and Restated Bylaws of Nextpower Inc. 8-K 001-41617 3.2 November 12, 2025
4.1
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended. 10-K 001-41617 4.1 June 9, 2023
10.1
Form of Third Amended and Restated Limited Liability Company Agreement of Nextpower LLC. S-1/A 333-269238 10.1 February 1, 2023
10.2
Form of Exchange Agreement. S-1 333-269238 10.2 January 13, 2023
10.3
Form of Tax Receivable Agreement. S-1/A 333-269238 10.3 January 24, 2023
10.4
Form of Letter Agreement. S-1/A 333-269238 10.4 January 24, 2023
10.5
Form of Amended and Restated Separation Agreement by and among Flex Ltd., Nextpower LLC, Nextpower Inc. and Flextronics International USA, Inc. S-1/A 333-269238 10.5 February 1, 2023
10.6†
Second Amended and Restated 2022 Nextpower Inc. Equity Incentive Plan, as amended and restated effective as of August 19, 2024.
X
10.7†
Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive). S-1 333-269238 10.11 January 13, 2023
10.8†
Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for performance-based vesting awards (Executive). S-1 333-269238 10.12 January 13, 2023
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10.9†
Form of Unit Option Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive). S-1 333-269238 10.13 January 13, 2023
10.10†
Form of Restricted Stock Unit Award Agreement under the 2022 Nextpower Inc. Equity Incentive Plan for time-based vesting awards (Executive).
10-Q 001-41617 10.1 August 1, 2025
10.11†
Form of Restricted Stock Unit Award Agreement under the 2022 Nextpower Inc. Equity Incentive Plan (Director). 10-Q 001-41617 10.2 August 9, 2023
10.12†
Form of Performance Stock Unit Award Agreement under the 2022 Nextpower Inc. Equity Incentive Plan FY26 (Executive). 10-Q 001-41617 10.2 August 1, 2025
10.13†
Form of Stock Option Award Agreement under the 2022 Nextpower Inc. Equity Incentive Plan for time-based vesting awards (Executive).
10-Q 001-41617 10.4 August 9, 2023
10.14†
Form of Indemnification Agreement. S-1 333-269238 10.15 January 13, 2023
10.15†
Nextpower Inc. Executive Severance Plan. 10-Q 001-41617 10.1 January 31, 2025
10.16†
Nextpower Inc. Executive Change in Control Severance Plan. 10-Q
001-41617
10.2 January 31, 2025
10.17
Form of Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextpower Inc., and Yuma Acquisition Corp. S-1/A 333-269238 10.16 January 24, 2023
10.18
Credit Agreement, dated September 8, 2025, by and among Nextracker Inc., Nextracker LLC, as Borrower, and the other parties thereto. 8-K 001-41617 10.1 September 8, 2025
10.19
Tax Matters Agreement, dated January 2, 2024, by and among Nextpower Inc., Flex Ltd. and Yuma Inc. 8-K 001-41617 10.1 January 2, 2024
19.1
Nextpower Inc. Insider Trading and Trading Window Policy. X
21.1
List of Subsidiaries of the Registrant. X
23.1
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. X
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X
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32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X
97.1
Nextpower Inc. Financial Restatement Compensation Recoupment Policy. X
101.INS
Inline XBRL Instance Document.
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
X
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). X
† Management contract or compensatory plan or arrangement.
* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
SIGNATURES
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 thereunto duly authorized.
Nextpower Inc.
Date: May 19, 2026 By: /s/ Daniel Shugar
Daniel Shugar
Chief Executive Officer
(Principal Executive Officer)
Date: May 19, 2026 By: /s/ Charles Boynton
Charles Boynton
Chief Financial Officer
(Principal Financial Officer)
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints jointly and severally, Daniel Shugar and Charles Boynton and each one of them, his attorneys-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any and all amendments to this Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or her or his substitutes, may do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures Title Date
/s/ Daniel Shugar Chief Executive Officer (Principal Executive Officer) May 19, 2026
Daniel Shugar
/s/ Charles Boynton
Chief Financial Officer (Principal Financial Officer)
May 19, 2026
Charles Boynton
/s/ David P. Bennett
Chief Accounting Officer (Principal Accounting Officer)
May 19, 2026
David P. Bennett
/s/ William D. Watkins Chairman of the Board May 19, 2026
William D. Watkins
/s/ Julie Blunden Director May 19, 2026
Julie Blunden
/s/ Jeffrey B. Guldner
Director May 19, 2026
Jeffrey B. Guldner
/s/ Steven Mandel Director May 19, 2026
Steven Mandel
/s/ Monica Karuturi
Director May 19, 2026
Monica Karuturi
/s/ Mark Menezes
Director May 19, 2026
Mark Menezes
/s/ Willy Shih Director May 19, 2026
Willy Shih
/s/ Brandi Thomas Director May 19, 2026
Brandi Thomas
/s/ Howard Wenger Director May 19, 2026
Howard Wenger
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