Nextpower Inc.

1. Description of business and organization of Nextpower Inc.

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

2. Summary of accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2026, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company’s financial statements fairly have been included. Operating results for the three and six-month periods ended October 2, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2027 or any future period. The unaudited condensed consolidated balance sheet as of March 31, 2026 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and balances within Nextpower have been eliminated.

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

The first quarters for fiscal years 2027 and 2026 ended on July 3, 2026 (94 days) and June 27, 2025 (88 days), respectively. The second quarters for fiscal years 2027 and 2026 ended on October 2, 2026 (91 days) and September 26, 2025 (91 days), respectively.

Common stock retitle

On August 19, 2026, the Company filed the Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, reflecting the elimination of the Company’s legacy Class B common stock, the removal of other outdated provisions, and the retitling of the Company’s Class A common stock as common stock.

Translation of foreign currencies

The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income, net in the accompanying unaudited condensed consolidated statements of operations. The Company recognized foreign currency exchange losses of $3.5 million and $4.5 million during the three and six-month periods ended October 2, 2026, respectively, driven by unfavorable exchange rate fluctuations in certain currencies. The Company recognized foreign currency exchange losses of $1.9 million and $2.2 million during the three and six-month periods ended September 26, 2025, respectively, driven by unfavorable exchange rate fluctuations in certain currencies.

Use of estimates

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

Product warranty

Nextpower offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging fromtwo toten 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 six-month periods ended October 2, 2026 and September 26, 2025:

Out of the total warranty liabilities of $36.4 million, $32.8 million and $21.3 million as of October 2, 2026, March 31, 2026, and September 26, 2025, respectively, $9.6 million, $8.0 million, and $7.1 million, respectively, were presented within other liabilities on the unaudited condensed consolidated balance sheets, while short-term warranty liabilities were presented within other current liabilities.

Inventories

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

Other current assets

Other current assets include short-term deposits and advances of $26.2 million and $51.3 million as of October 2, 2026 and March 31, 2026, respectively, primarily related to advance payments to certain vendors for procurement of inventory.

Deferred tax assets

Deferred tax assets of $510.2 million and $511.8 million as of October 2, 2026 and March 31, 2026, respectively, are primarily related to the Company’s investment in Nextpower LLC (the “LLC”) as described in Note 12 in the notes to the consolidated financial statements included in the Form 10-K.

Accrued expenses

Accrued expenses include accruals primarily for freight and tariffs of $88.6 million and $58.2 million as of October 2, 2026 and March 31, 2026, respectively. In addition, accrued expenses also include $58.5 million and $71.9 million of accrued payroll as of October 2, 2026 and March 31, 2026, respectively.

TRA liability

The TRA liability related to the amount expected to be paid to Flex Ltd. (“Flex” or the “former parent”), TPG Inc. (“TPG”) and TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) pursuant to the Tax Receivable Agreement (as defined in Note 12 in the notes to the consolidated financial statements included in the Form 10-K), was $373.8 million and $393.2 million, as of October 2, 2026 and March 31, 2026, respectively. Of these amounts, $373.8 million and $372.7 million, respectively, were included in TRA liability, while zero and $20.5 million, respectively, were included in other current liabilities on the unaudited condensed consolidated balance sheets. During the six-month periods ended October 2, 2026 and September 26, 2025, payments of $19.4 million and $27.4 million, respectively, were made to the former parent, TPG and the TPG Affiliates, which are presented in financing activities on the unaudited condensed consolidated statements of cash flows.

Other liabilities

Other liabilities primarily consist of contingent earnouts for the Company’s acquisitions of $82.6 million and $38.6 million, and long-term lease liabilities of $44.5 million and $41.0 million, each as of October 2, 2026 and March 31, 2026, respectively.

Recently adopted accounting pronouncement

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

3. Revenue

Based on ASC 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextpower’s revenue disaggregated based on timing of transfer-point in time and over time for the three and six-month periods ended October 2, 2026 and September 26, 2025:

Contract balances

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the unaudited condensed consolidated balance sheets. Nextpower’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $615.7 million and $533.3 million as of October 2, 2026 and March 31, 2026, respectively, are presented in the unaudited condensed consolidated balance sheets, of which $170.8 million and $133.9 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets increased by $82.5 million from March 31, 2026 to October 2, 2026 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time.

During the six-month periods ended October 2, 2026 and September 26, 2025, Nextpower converted $197.3 million and $216.5 million of deferred revenue to revenue, respectively, which represented 48% and 63%, respectively, of the beginning period balance of deferred revenue.

Remaining performance obligations

As of October 2, 2026, Nextpower had $514.6 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 80% 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.

4. Goodwill and intangible assets

Goodwill

During the six-month period ended October 2, 2026, additions to the Company’s goodwill are driven by its acquisitions of Prevalon Energy LLC (“Prevalon”), as well as complementary assets of Zigor Corporation’s power conversion business and its U.S.-based subsidiary, Apex Power (“Zigor/Apex”) as further described in Note 10.

The following table summarizes the activity in the Company’s goodwill during the six-month period ended October 2, 2026 (in thousands):

Other intangible assets

During the six-month period ended October 2, 2026, the total gross value of other intangible assets increased by $167.7 million, primarily consisting of $92.5 million of developed technology, $49.0 million of customer relationships, and $26.2 million of backlog and trade names, primarily driven by the recent business acquisitions as further described in Note 10.

The components of identifiable intangible assets are as follows:

The gross carrying amount of other intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations during the three and six-month periods ended October 2, 2026 and September 26, 2025 was as follows:

The estimated future annual amortization expense for the acquired finite-lived intangible assets as of October 2, 2026 is as follows:

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

5. Stock-based compensation

The Company adopted the First Amended and Restated 2022 Nextpower LLC Equity Incentive Plan in April 2022 (the “LLC Plan”), which provides for the issuance of options, unit appreciation rights, performance units, performance incentive units, restricted incentive units and other unit-based awards to employees, directors and consultants of the Company. Additionally, in connection with the Company’s initial public offering (“IPO”), the Company approved the Second 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 common stock of Nextpower for periods from and after the closing of the IPO.

In addition, the Company maintains one inducement equity compensation plan, established in connection with the acquisition of Prevalon (the “Prevalon Plan”), through which inducement awards (“Inducement Awards”) have been granted to former Prevalon employees as a material inducement to their commencement of employment with the Company following the consummation of such acquisition. The Inducement Awards were granted in accordance with Nasdaq Listing Rule 5635(c)(4) and were unanimously approved by the Compensation and People Committee of the Board of Directors of the Company. While the Inducement Awards were granted outside of the 2022 Plan, the awards are subject to terms and conditions substantially consistent with those set forth under the 2022 Plan.

The following table summarizes the Company’s stock-based compensation expense for both the 2022 Plan and the Prevalon Plan:

During the six-month period ended October 2, 2026, the Company granted 1.2 million time-based unvested restricted share units (“RSU”) awards to certain of its employees under the 2022 Plan. The vesting for these unvested RSU awards is contingent upon time-based vesting with continued service generally over athree-year period from the grant date, with a portion of the awards vesting at the end of each year. The weighted average fair value per share of the RSUs granted during the period was estimated to be $91.27 per award.

In addition, during the six-month period ended October 2, 2026, the Company also granted 0.2 million performance-based vesting (“PSU”) awards whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2029, and (ii) the achievement of certain metrics specific to the Company, which could result in a range of 0-300% of such PSUs ultimately vesting. The weighted average fair value per share of the PSUs granted during the six-month period ended October 2, 2026 was estimated to be $164.37 per award. The fair value of these PSU awards granted during the period was determined using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards. During the six-month period ended October 2, 2026, approximately 0.4 million PSU awards were granted and immediately vested, which represent the number of awards achieved above target levels based on the achievement of certain performance-based metrics related to PSU awards granted in fiscal year 2024.

Further, during the six-month period ended October 2, 2026, the Company granted 0.3 million time-based unvested RSU Inducement Awards and 0.8 million PSU Inducement Awards under the Prevalon Plan. The vesting for these unvested RSU Inducement Awards is contingent upon time-based vesting with continued service over afour-year period from the grant date, with equal vesting at the end of each year. The vesting of PSU Inducement Awards is subject to the achievement of certain metrics specific to Prevalon, which could result in a range of 0-100% of such PSU Inducement Awards ultimately vesting, and generally requires continued employment through the last day of the performance period. The weighted average fair value per share of both the RSU and PSU Inducement Awards granted during the period was estimated to be $103.10 per award, corresponding to the Company's closing price per share of its common stock as of the grant date.

No option awards were granted during the six-month period ended October 2, 2026.

Additionally, during the six-month period ended October 2, 2026,1.6 million awards were forfeited primarily due to option awards granted in fiscal year 2023 that were forfeited upon exercises as a result of the maximum benefit limit stipulated within the applicable award agreement.

The total unrecognized compensation expense related to unvested awards under the 2022 Plan and the Prevalon Plan as of October 2, 2026 was approximately $256.7 million and $104.4 million, respectively, which is expected to be recognized over a weighted-average period of approximately 2.3 years and 3.6 years, respectively.

6. Earnings per share

Basic earnings per share excludes dilution and is computed by dividing net income by the weighted-average number of shares of 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.

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

(1)During the three-month periods ended October 2, 2026 and September 26, 2025, no options awards and approximately 0.4 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(2)During the three-month periods ended October 2, 2026 and September 26, 2025, approximately 0.6 million and 0.7 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(3)During the three-month periods ended October 2, 2026 and September 26, 2025, approximately 1.0 million and 0.4 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(1)During the six-month periods ended October 2, 2026 and September 26, 2025, no options awards and approximately 0.4 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 six-month periods ended October 2, 2026 and September 26, 2025, approximately 0.6 million and 0.7 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(3)During the six-month periods ended October 2, 2026 and September 26, 2025, approximately 1.0 million and 0.4 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

7. Commitments and contingencies

Litigation and other legal matters

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

On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextpower LLC (the “LLC Agreement”), the LLC made pro rata tax distributions in an aggregate amount of $94.3 million to the common members of the LLC, including an aggregate of $48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. (“Yuma Sub”). As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextpower. On February 21, 2025, Flex and Flextronics International USA, Inc. (collectively, the "Flex Plaintiffs") filed suit in the Delaware Court of Chancery, alleging that the Flex Plaintiffs are entitled to the distribution that was paid to Yuma Acquisition Sub LLC and Yuma Sub on February 6, 2024 under the terms of the contracts governing the Spin-off. The complaint asserts claims against Nextpower, the LLC, Yuma Acquisition Sub LLC and Yuma Sub (collectively “Defendants”) for breach of contract, breach of the implied covenant of good faith and fair dealing, mistake and unjust enrichment. On January 21, 2026, the court issued a memorandum opinion granting Defendants’ motion to dismiss the complaint. On February 16, 2026, the Flex Plaintiffs filed a notice of appeal with the Delaware Supreme Court. Briefing on appeal has been completed and oral argument occurred on October 28, 2026.

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

Antidumping and Countervailing Duties

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

8. Income taxes

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

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

The increases in income tax expense and effective tax rate for both the three and six-month periods ended October 2, 2026 compared to the three and six-month periods ended September 26, 2025 are primarily driven by jurisdictional mix of income, legal entity restructuring and stock-based compensation deductions.

9. Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and whose operating results are 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.

For all periods presented, Nextpower has one reportable segment. As further described in Note 10, on July 17, 2026, the Company launched Energy Storage business with the acquisition of Prevalon Energy, a U.S.-headquartered provider of large-scale battery energy storage systems (“BESS”), power stabilization solutions, and lifecycle services. Financial results for Energy Storage were not material for all periods presented.

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

The following table presents significant segment expenses with respect to the Company’s single reportable segment for the three and six-month periods ended October 2, 2026 and September 26, 2025:

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

The United States is the principal country of domicile.

10. Business acquisitions

Fiscal year 2027 acquisitions

On July 17, 2026, the Company acquired 100% of the ownership interests in Prevalon, a U.S.-headquartered provider of large-scale BESS, power stabilization solutions, and lifecycle services for a combination of cash and deferred stock consideration. Additionally, on July 30, 2026, as part of an all-cash transaction, the Company acquired 100% of complementary assets of Zigor Corporation’s power conversion business and its U.S.-based subsidiary, Apex Power.

The acquisition of Prevalon extends the Company’s technology platform across BESS, energy management software, and power control technologies and lifecycle services supporting grid-connected storage, hybrid power plants, AI data center infrastructure, and other critical power applications. Further, the acquisition from Zigor/Apex expands the Company’s energy infrastructure technology portfolio, including UL-certified central inverters for utility-scale solar and energy storage projects in the United States.

The aggregate cash consideration of the foregoing business acquisitions was approximately $132.5 million, net of cash acquired. Their aggregate total purchase price, net of cash acquired, of $240.2 million includes $50.0 million of deferred common stock consideration expected to be settled in July 2027 and $57.8 million of contingent earnout in aggregate (with a possible contingent consideration of up to $197.7 million).

These business 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 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 unaudited condensed consolidated statements of operations. As of October 2, 2026, no changes in the fair value of the contingent earnout liabilities from fiscal year 2027 acquisitions were identified by management, and as such, the aggregate balance of $57.8 million was included in other liabilities in the unaudited condensed consolidated balance sheets.

The following table represents the activity related to the contingent earnout for the six-month period ended October 2, 2026 (in thousands):

(1)Includes contingent earnout as a result of fiscal year 2027 acquisitions.

(2)Includes contingent earnout payments for the acquisition of Bentek Corporation (“Bentek”) closed in May 2025 and the acquisition of OnSight Technology Inc. (“OnSight”) closed in May 2025.

The Company incurred immaterial and approximately $4.4 million of acquisition costs which are presented as selling, general and administrative expenses on the unaudited condensed consolidated statements of operations for the three and six-month periods ended October 2, 2026, respectively. The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their preliminary estimated fair values as of the date of acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill recognized from the acquisitions of Prevalon and Zigor/Apex is deductible for income tax purposes. The results of operations of the acquisitions were included in the Company’s unaudited condensed consolidated financial statements beginning on the date of acquisition and were not material for all periods presented.

Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, 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 table represents the Company’s preliminary allocation of its fiscal year 2027 acquisitions total aggregate purchase price to the acquired assets and liabilities (in thousands):

Intangible assets are comprised of $83.0 million of developed technology to be amortized over an estimated weighted average useful life of 10.0 years, $49.0 million of customer relationships to be amortized over an estimated weighted average useful life of 3.0 years, $22.4 million of backlog to be amortized over an estimated useful life of 3.7 years, and $2.8 million of trade names to be amortized over an estimated useful life of 2.0 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.

Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.

Fiscal year 2026 acquisitions

On May 7, 2025, as part of an all-cash transaction, the Company acquired 100% of the interests in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, the Company acquired 100% of the interests in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants. Further, on September 8, 2025, the Company acquired 100% of the interests in Origami Solar, Inc. (“Origami”), a pioneer in roll-formed steel frame technology for solar plants.

These business acquisitions expand Nextpower’s capabilities to provide its customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid, and certain services related to operations and maintenance. These business 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 foregoing business acquisitions was approximately $108.3 million, net of cash acquired. The aggregate total purchase price of these acquisitions of $140.2 million includes $2.9 million of deferred consideration expected to be paid within a 12-month period, and $28.9 million of contingent earnout in aggregate (with a maximum possible consideration of $57.5 million).

The contingent earnout related to the Bentek acquisition is subject to the receipt of an intellectual property “freedom to operate” legal opinion and safety standard certifications for a certain product. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $7.4 million based on a Scenario-Based Method, which identifies probability-weighted outcomes scenarios to arrive at an expected payoff.

The contingent earnout related to the OnSight acquisition is subject to a certain technology milestone and the achievement of future revenue performance targets, starting May 1, 2025 to March 31, 2028. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $7.0 million based on the combination of a Monte-Carlo simulation model for the revenue-based earnout and a Scenario-Based Method for the technology milestone-based earnout.

The contingent earnout related to Origami acquisition is subject to the achievement of future revenue performance targets, starting September 8, 2025 to June 30, 2028. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $14.5 million based on a Monte-Carlo simulation model for the revenue-based earnout.

Intangible assets were comprised of $21.0 million of developed technology to be amortized over an estimated weighted average useful life of 9.3 years, and $2.1 million of trade names to be amortized over an estimated useful life of 2.0 years, and $0.5 million of customer relationships to be amortized over an estimated weighted average useful life of 1.9 years.

Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.

11. Derivative financial instruments

Cash Flow Hedges

During the six-month period ended October 2, 2026, the Company entered into forward foreign exchange contracts to effectively lock in the value of anticipated foreign currency denominated revenues against foreign currency fluctuations. The related forward foreign exchange contracts have been designated as hedging instruments and are accounted for as cash flow hedges. The Company’s forward foreign exchange contracts, including cash flow hedges, are measured at fair value as Level 2 by hierarchy level on a recurring basis, based on foreign currency spot rates and forward rates quoted by banks or foreign currency dealers. The effective gain or loss on cash flow hedges is initially recorded as a component of other comprehensive income, net of tax, and is subsequently reclassified into the line item within the unaudited condensed consolidated statements of operations in which the hedged items are recorded, in the same period in which the hedged item affects earnings. The aggregate notional amount of these outstanding cash flow hedge contracts as of October 2, 2026 was 23.8 million Euros. Deferred gains were $0.9 million as of October 2, 2026 and are expected to be recognized primarily as a component of revenue in the unaudited condensed consolidated statements of operations over the next twelve-month period.

The changes in accumulated other comprehensive income related to the cash flow hedges were immaterial for the three and six-month periods ended October 2, 2026 and the gains recognized upon settlement of the hedged transactions were recorded in revenue on the unaudited condensed consolidated statements of operations.

The following table presents the fair value of the Company’s derivative instruments utilized for foreign currency risk management purposes at October 2, 2026 and March 31, 2026, respectively (in thousands):

12. Share repurchase program

In January 2026, the Company’s board of directors approved a share repurchase program to repurchase up to an aggregate of $500.0 million of its outstanding shares of 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 the Company at its discretion and will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with the Company’s working capital requirements, general business conditions, and other factors.

During the six-month period ended October 2, 2026, the Company repurchased and subsequently retired approximately 1.8 million shares of its common stock for an aggregate amount, including commissions, of $162.1 million under the share repurchase program. As of October 2, 2026, approximately $337.5 million of the originally authorized amount under the share repurchase program remained available for future repurchases.

13. Subsequent events

On October 21, 2026, the Company completed the previously announced acquisition of Zimmermann PV-Steel Group (“Zimmermann”), for total consideration of up to 230 million Euros in cash (approximately $258.2 million as of October 21, 2026), consisting of 200 million Euros (approximately $224.5 million as of October 21, 2026) in cash paid at closing,15 million Euros (approximately $16.8 million as of October 21, 2026) subject to customary working capital adjustments as defined in the share purchase agreement, and 15 million Euros (approximately $16.8 million as of October 21, 2026) of collateral holdback consideration, to be paid inthree annual installments on each anniversary of the closing date. This acquisition broadens the range of ground-mount solar applications Nextpower can serve and creates a great opportunity to attach products across the Company’s platform through an expanded European channel.