Howard Wenger sold 95,199 NXT shares recently; another 5,703 planned sale

Rhea-AI Filing Summary

Nextracker Inc. (NXT) insider Howard Wenger intends to sell 5,703 Class A shares through Fidelity, with an aggregate market value listed at $399,210 and an approximate sale date of 08/19/2025 on NASDAQ. The shares were acquired on 04/01/2024 through restricted stock vesting and were received as compensation. The filing also discloses that the same person sold 95,199 Class A shares in four transactions over the past three months, generating gross proceeds of $5,320,031.08. The notice affirms the seller does not possess undisclosed material information.

Positive

• Transaction disclosed under Rule 144, satisfying regulatory notice requirements
• Securities were acquired via restricted stock vesting as compensation, a common, non-market purchase source
• Brokerage channel is a major firm (Fidelity), indicating a standard execution venue

Negative

• Substantial recent insider selling: 95,199 shares sold in the past three months for $5,320,031.08, which increases free float and may concern some investors
• Planned additional sale of 5,703 shares (~$399,210 aggregate value) adds to recent dispositions

Insights

Securities Analyst

TL;DR: Routine Rule 144 insider sale from vested restricted stock; recent heavy selling increases tradability but is likely non-operational.

The filing documents a planned sale of 5,703 Class A shares by an officer or affiliate who acquired those shares via restricted stock vesting on 04/01/2024. The seller has executed substantial sales in the last three months totaling 95,199 shares for $5.32 million, which may increase free float but does not, by itself, indicate undisclosed company performance issues. The broker listed is Fidelity Brokerage Services, and the sale is to occur on NASDAQ under Rule 144 procedures.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; multiple recent dispositions merit attention for insider liquidity patterns.

The notice provides required transaction detail: acquisition date, nature (restricted stock vesting), compensation payment, and recent dispositions with gross proceeds. From a governance perspective, the filing is complete for a Rule 144 notice and includes the seller's representation about material nonpublic information. The sequence of sales in recent months should be reviewed by stakeholders as an insider liquidity pattern but is a permitted, disclosed activity.

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	5703	399210.00	147963974	08/19/2025	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			5703	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	05/22/2025	11088	591788.74
Howard Wenger 6200 Paseo Padre Parkway Fremon 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
Howard Wenger 6200 Paseo Padre Parkway Fremont CA 94555	Class A	07/03/2025	5216	339040.00

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

What does NXT Form 144 filed by Howard Wenger disclose?

It discloses a proposed sale of 5,703 Class A shares via Fidelity with aggregate market value $399,210 and that the shares were acquired by restricted stock vesting on 04/01/2024.

How many NXT shares did Howard Wenger sell in the past three months and for how much?

He sold 95,199 Class A shares in four transactions dated 05/22/2025, 05/28/2025, 06/23/2025, and 07/03/2025, generating gross proceeds of $5,320,031.08.

Was the acquisition of the shares purchased or received as compensation?

The 5,703 shares were acquired on 04/01/2024 via restricted stock vesting and the nature of payment is listed as compensation.

Through which broker will the planned NXT sale be executed?

The planned sale lists Fidelity Brokerage Services LLC (900 Salem Street, Smithfield RI) as the broker and the sale is to be on NASDAQ.

Does the filing state the seller possesses any undisclosed material information?

The seller represents they do not know any material adverse information regarding the issuer that has not been publicly disclosed.