Nextracker Form 4: Willy Shih awarded 3,692 RSUs vesting before next annual meeting

Rhea-AI Filing Summary

Willy C. Shih, a director of Nextracker Inc. (NXT), was granted 3,692 restricted stock units (RSUs) on 08/19/2025. Each RSU converts to one share of common stock and vests 100% on the last business day before the company’s next annual meeting of stockholders, subject to continued service and certain acceleration conditions. The grant is reported at a $0 price, and after the award the reporting person beneficially owns 49,956 shares. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Director received 3,692 RSUs, increasing beneficial ownership to 49,956 shares, which aligns management interests with shareholders
• RSUs vest 100% before the next annual meeting, providing a clear, time-bound retention incentive

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received a routine RSU award that increases ownership and ties compensation to future share performance.

The 3,692 RSU grant is presented as a non-cash equity award that vests before the next annual meeting, aligning the director’s incentives with shareholder outcomes over the upcoming year. The immediate economic impact is limited until vesting occurs, and the reported $0 price reflects a typical restricted award rather than a market purchase. The post-grant beneficial ownership of 49,956 shares quantifies the director’s stake but does not by itself indicate a material change to company control.

Corporate Governance Expert

TL;DR: This appears to be a standard compensation-related disclosure for a director; timing and vesting are typical.

The award’s single-cliff vesting on the business day before the next annual meeting suggests a retention-focused design or alignment with annual performance cycles. The filing complies with Section 16 reporting requirements and was executed by an attorney-in-fact. There is no disclosure in this Form 4 of accelerated vesting triggers beyond a general reference, so further detail would require review of the director compensation plan or grant agreement.

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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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^*

SHIH WILLY C

(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)
08/19/2025

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	08/19/2025		A		3,692(1)	A	$0(1)	49,956	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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). The RSUs vest 100% as of the last business day preceding the date of the Issuer's next scheduled annual meeting of stockholders, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.

	/s/ Philip Reuther, Attorney-in-Fact for Willy C. Shih	08/20/2025
	** 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 Nextracker director Willy C. Shih report on Form 4 (NXT)?

The report discloses a grant of 3,692 RSUs on 08/19/2025, vesting 100% before the next annual meeting; post-grant beneficial ownership is 49,956 shares.

Do the RSUs reported by Willy C. Shih have an exercise price?

The Form 4 lists a reported price of $0, consistent with restricted stock unit grants that convert to shares upon vesting rather than being purchased.

When do the RSUs awarded to Willy C. Shih vest?

The RSUs vest 100% on the last business day preceding the company’s next scheduled annual meeting of stockholders, subject to continued service and certain acceleration circumstances.

Who signed the Form 4 for Willy C. Shih and when?

The Form 4 was signed by Philip Reuther, Attorney-in-Fact for Willy C. Shih on 08/20/2025.

Does this Form 4 indicate a change in control for NXT?

No. The filing reports an equity grant to a director and a post-grant beneficial ownership of 49,956 shares; it does not indicate any change in control or large ownership transfer.