Nextracker executive plans further stock sale, extends recent $5.6M insider selling spree

Rhea-AI Filing Summary

Nextracker Inc. (NXT) – Form 144 Filing Overview

This Rule 144 notice discloses that Howard Wenger intends to sell 5,216 Class A shares of Nextracker Inc. through Fidelity Brokerage Services LLC on or after 07/03/2025. Based on the stated aggregate market value of $339,040, the implied share price is roughly $65.00. The planned sale represents less than 0.01% of the company’s 146,263,962 outstanding shares, indicating limited dilution or ownership impact.

The filing also details Wenger’s prior insider sales over the last three months:

• 5/13/2025 – 6,066 shares for $333,630
• 5/15/2025 – 5,703 shares for $342,180
• 5/22/2025 – 11,088 shares for $591,788.74
• 5/28/2025 – 67,205 shares for $3,720,065.57
• 6/23/2025 – 11,690 shares for $669,136.77

Total insider disposals during the period amount to 101,752 shares and $5.66 million in gross proceeds. The filing indicates the shares being sold were acquired on 04/01/2024 via vesting of restricted stock awarded as compensation. No 10b5-1 trading-plan date is provided, and the filer represents that he is not in possession of undisclosed material adverse information.

While the absolute number of shares is modest relative to Nextracker’s float, the pattern of repeated sales by an insider may attract investor scrutiny regarding sentiment and timing.

Positive

• None.

Negative

• Cumulative insider selling of 101,752 shares (~$5.66 M) over the past three months may be perceived as a bearish signal on management sentiment.
• An additional planned sale of 5,216 shares continues the disposal trend, albeit at a small fraction of total shares outstanding.

Insights

Corporate Governance Expert

TL;DR – Modest additional sale, but cumulative insider selling of $5.6 M may raise eyebrows; overall impact limited given 146 M share base.

The filing continues a string of recent dispositions by Howard Wenger. Although the forthcoming 5,216-share sale is immaterial in isolation, the aggregate 101,752 shares sold since May equate to roughly 0.07% of Nextracker’s outstanding stock and could signal diminishing personal exposure. Because shares were originally received as compensation and the filing does not reference a 10b5-1 plan, investors may view the timing as discretionary rather than pre-programmed. Still, the sales do not meaningfully affect ownership structure or float. I classify the impact as neutral: noteworthy for governance watchers, but unlikely to alter the fundamental valuation.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	5216	339040.00	146263962	07/03/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	04/01/2024	Restricted Stock Vesting	Issuer			5216	04/01/2024	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Howard Wenger 6200 Paseo Padre Parkway Fremont CA 94555	Class A	05/13/2025	6066	333630.00
Howard Wenger 6200 Paseo Padre Parkway Fremont CA 94555	Class A	05/15/2025	5703	342180.00
Howard Wenger 6200 Paseo Padre Parkway Fremont CA 94555	Class A	05/22/2025	11088	591788.74
Howard Wenger 6200 Paseo Padre Parkway Fremont CA 94555	Class A	05/28/2025	67205	3720065.57
Howard Wenger 6200 Paseo Padre Parkway Fremont CA 94555	Class A	06/23/2025	11690	669136.77

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Who is the insider selling Nextracker (NXT) shares?

The Form 144 lists Howard Wenger as the selling shareholder.

How many NXT shares will be sold under this Form 144 notice?

The notice covers the proposed sale of 5,216 Class A shares.

When is the planned sale date for the 5,216 NXT shares?

The approximate sale date disclosed is 07/03/2025.

How many Nextracker shares are outstanding?

The filing states 146,263,962 shares outstanding.

What was the total value of Howard Wenger's recent insider sales?

Sales over the past three months generated about $5.66 million in gross proceeds.

Were the shares originally purchased or awarded?

They were acquired via restricted stock vesting on 04/01/2024 as compensation.