NXT Form 4: Director Monica Karuturi granted 3,692 RSUs

Rhea-AI Filing Summary

Nextracker Inc. director Monica Karuturi received 3,692 restricted stock units (RSUs) on 08/19/2025, each representing one share of common stock. The RSUs were reported with a $0 per-share price and vest 100% as of the last business day before the company's next annual meeting, subject to continued service and possible acceleration in certain circumstances. After the grant, the reporting person beneficially owns 4,111 shares. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Director alignment with shareholders: receipt of RSUs ties director compensation to long-term share performance
• Timely disclosure: Form 4 filed and signed by attorney-in-fact the day after the transaction

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received time-based RSUs, aligning interests with shareholders; transaction is routine compensation.

The filing discloses a grant of 3,692 RSUs to a company director that vest in full before the next annual meeting, contingent on continued service and customary acceleration provisions. The reported $0 price reflects that these are compensatory equity awards rather than open-market purchases. This is a standard executive/director equity grant and does not indicate unusual insider trading activity or change in control.

Corporate Governance Expert

TL;DR: Governance action consistent with director compensation practices; disclosure is timely and complete.

The Form 4 provides required disclosure of the RSU grant and resulting beneficial ownership of 4,111 shares. Vesting tied to continued service and acceleration clauses is customary. The filing being executed by an attorney-in-fact and reporting direct ownership is consistent with standard governance administration. No material governance concerns are evident from this single filing.

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).

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^*

Karuturi Monica

(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)	4,111	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 Monica Karuturi	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 insider Monica Karuturi report on Form 4 (NXT)?

The filing reports a grant of 3,692 RSUs on 08/19/2025, which vest 100% as of the last business day before the next annual meeting.

How many shares does Monica Karuturi beneficially own after this transaction?

Following the reported transaction, the reporting person beneficially owns 4,111 shares.

At what price were the RSUs reported on the Form 4?

The RSUs were reported with a $0 per-share price, reflecting a compensatory equity award rather than a market purchase.

When was the Form 4 signed and by whom?

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

When do the RSUs vest according to the filing?

The RSUs vest 100% as of the last business day preceding the issuer's next scheduled annual meeting of stockholders, subject to continued service and acceleration in certain circumstances.