Nextracker Executive Offloads Shares: Tax Obligations or Strategic Move?

Rhea-AI Filing Summary

Nextracker Chief Operating Officer Nicholas Marco Miller reported multiple transactions in company stock on June 21-23, 2025:

• 11,433 Restricted Stock Units (RSUs) vested and converted to common stock on June 21, 2025, from a grant originally made in June 2023
• 5,845 shares were sold at $57.24 per share through a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations
• 5,216 shares were sold at $57.38 per share pursuant to a pre-established 10b5-1 trading plan from March 2025

Following these transactions, Miller now beneficially owns 175,588 shares of Nextracker common stock directly, plus 15,244 unvested RSUs. The tax-related sales were executed under the company's automatic sell-to-cover policy adopted in March 2023, while the additional sale was made under a planned 10b5-1 trading arrangement.

Insider Trade Summary

11,433 shares exercised/converted

Mixed 4 txns

Insider Miller Nicholas Marco

Role Chief Operating Officer

Type	Security	Shares	Price	Value
Other	Common Stock	5,845	$57.24	$335K
Other	Common Stock	5,216	$57.38	$299K
Exercise	Restricted Stock Units	11,433	$0.00	--
Exercise	Common Stock	11,433	$0.00	--

Holdings After Transaction: Common Stock — 180,804 shares (Direct); Restricted Stock Units — 15,244 shares (Direct)

Footnotes (1)

1. Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on June 21, 2023, into shares of the Issuer's common stock, on a one-for-one basis. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of RSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Nicholas Marco

(Last) (First) (Middle)

C/O NEXTRACKER INC.

6200 PASEO PADRE PARKWAY

(Street)

FREMONT CA 94555

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nextracker Inc. [ NXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/21/2025		M		11,433(1)	A	(1)	186,649	D
Common Stock	06/23/2025		J(2)		5,845(2)	D	$57.24	180,804	D
Common Stock	06/23/2025		J(3)		5,216(3)	D	$57.38	175,588	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/21/2025		M			11,433(1)	(1)	(1)	Common Stock	11,433	(1)	15,244	D

Explanation of Responses:

1. Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on June 21, 2023, into shares of the Issuer's common stock, on a one-for-one basis.

2. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of RSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person.

3. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025.

	/s/ Philip Reuther, as attorney-in-fact for Nicholas Marco Miller	06/24/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many NXT shares did COO Nicholas Miller sell on June 23, 2025?

COO Nicholas Miller sold a total of 11,061 shares of NXT on June 23, 2025, split into two transactions: 5,845 shares at $57.24 per share (sell-to-cover for tax withholding) and 5,216 shares at $57.38 per share (pursuant to a 10b5-1 trading plan).

How many restricted stock units (RSUs) vested for NXT's COO on June 21, 2025?

11,433 restricted stock units (RSUs) vested and converted to common stock for Nicholas Miller, NXT's Chief Operating Officer, on June 21, 2025. These RSUs were originally granted to him on June 21, 2023.

How many NXT shares does COO Nicholas Miller own after the June 2025 transactions?

After the reported transactions, Nicholas Miller directly owns 175,588 shares of NXT common stock, along with 15,244 unvested restricted stock units (RSUs).

Was NXT COO Miller's stock sale on June 23, 2025 part of a planned transaction?

Yes, the stock sales were planned transactions. 5,845 shares were sold under NXT's mandatory 'sell-to-cover' policy for tax withholding, while 5,216 shares were sold pursuant to a 10b5-1 trading plan that Miller adopted on March 13, 2025.