[Form 4] Nextracker Inc. Insider Trading Activity

Rhea-AI Filing Summary

William D. Watkins, a director of Nextracker Inc. (NXT), reported related-party transfers on 08/25/2025. The filing shows an exempt gift transaction of 7,665 common shares from the Denise P. Watkins trust to Mr. Watkins at no cash price. After the transaction the trust’s indirect beneficial ownership in the issuer is reported as 0 and Mr. Watkins’ direct beneficial ownership is reported as 26,777 shares. The Form 4 is signed by an attorney-in-fact and includes an explanation that the reporting person and spouse are co-trustees and co-beneficiaries of the trust.

Positive

• Increased direct ownership: Mr. Watkins’ direct holdings rose by 7,665 shares to 26,777, improving transparency of his beneficial stake
• Proper disclosure: Transaction is reported on Form 4 with explanatory notes and signature by attorney-in-fact

Negative

• Trust no longer holds shares: The Denise P. Watkins trust is reported as holding 0 shares after the transfer, altering the indirect ownership structure

Insights

Financial Analyst

TL;DR: Routine related-party gift increased the director’s direct stake by 7,665 shares to 26,777, a non-cash transfer with no immediate market impact.

The Form 4 discloses an exempt gift on 08/25/2025 from the Denise P. Watkins trust to director William D. Watkins. The transfer is recorded as a non-cash (price $0) gift, reducing the trust’s indirect holding to zero while increasing Mr. Watkins’ direct holdings to 26,777 shares. This is an intra-family/trust reallocation rather than an open-market purchase or sale, so it does not change the company’s outstanding float or indicate trading intent. For investors, this is informational about ownership structure rather than operational or financial performance.

Corporate Governance Expert

TL;DR: Form 4 shows a trustee-to-director gift within a family trust, properly disclosed; governance implications are limited and procedural.

The filing documents the exempt gift from the Denise P. Watkins u/a/d 01-0701994 William D. Watkins Trustee of Watkins Family Trust to William D. Watkins, who is a director and co-trustee. The disclosure includes the reporting relationship and an explanation of co-trustee/co-beneficiary status, and the Form 4 is executed by an attorney-in-fact. This appears to be a compliant insider disclosure of a related-party transfer; it does not reflect a change in board composition or executive role.

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
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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).

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^*

WATKINS WILLIAM D

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		G		7,665(1)	D	$0	0(2)	I(2)	By Trust(2)
Common Stock	08/25/2025		G		7,665(1)	A	$0	26,777	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

Explanation of Responses:

1. Represents the exempt gift of shares by the Denise P. Watkins u/a/d 01-0701994 William D. Watkins Trustee of Watkins Family Trust, of which the Reporting Person and his spouse are co-trustees and co-beneficiaries, to the Reporting Person.

2. Reflects shares indirectly beneficially owned by the Reporting Person through the Denise P. Watkins u/a/d 01-0701994 William D. Watkins Trustee of Watkins Family Trust, of which the Reporting Person and his spouse are co-trustees and co-beneficiaries.

	/s/ Philip Reuther, as attorney-in-fact for William D. Watkins	08/26/2025
	** 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

What did William D. Watkins report on Form 4 for NXT?

The Form 4 reports an exempt gift of 7,665 Nextracker (NXT) common shares from the Denise P. Watkins trust to William D. Watkins on 08/25/2025.

How many NXT shares does William D. Watkins beneficially own after the transaction?

Following the reported gift, Mr. Watkins is shown as directly beneficially owning 26,777 shares.

Did the transfer involve cash or a market transaction?

No. The transaction is recorded as a gift at a price of $0, indicating a non-cash, exempt transfer.

What happened to the trust’s ownership after the gift?

The Denise P. Watkins trust’s indirect beneficial ownership is reported as 0 shares after the transfer.

Who signed the Form 4 filing?

The Form 4 is signed by Philip Reuther as attorney-in-fact for William D. Watkins, dated 08/26/2025.