Form 4: Jeffrey Guldner granted 3,692 RSUs at $0; vesting before next annual meeting

Rhea-AI Filing Summary

Nextracker director Jeffrey B. Guldner acquired 3,692 restricted stock units (RSUs) on 08/19/2025. Each RSU represents a contingent right to one share of Nextracker common stock and was granted at a $0 price. Following the transaction, the reporting person beneficially owns 7,861 shares (direct). The RSUs vest 100% on the last business day before the company’s next scheduled annual meeting of stockholders, subject to continued service and certain acceleration provisions.

Positive

• Director awarded 3,692 RSUs, aligning executive interests with shareholders upon vesting
• RSUs vest 100% by the last business day before the next annual meeting, providing a clear short-term vesting timeline
• Beneficial ownership increased to 7,861 shares, enhancing director stake in the company

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A director grant of RSUs increases alignment with shareholders but vests contingent on service to the next annual meeting.

This Form 4 discloses a director-level equity grant rather than an open-market purchase, indicating compensation or retention-focused issuance. The grant is zero-priced, consistent with standard RSU awards that convert to shares upon vesting. The 100% vesting schedule tied to the next annual meeting implies a short-term service condition; any acceleration provisions could change timing but are not detailed here. The immediate increase to 7,861 beneficial shares is modest and should be viewed relative to overall outstanding shares when assessing materiality.

Securities Analyst

TL;DR: The filing records a non-market acquisition of 3,692 RSUs that will become shares if vesting conditions are met.

The transaction code and explanation confirm these are restricted stock units awarded to a director. Because the award price is $0 and conversion depends on vesting, there is no immediate cash transfer or open-market activity. The disclosure is routine for executive/director compensation and does not, by itself, indicate changed expectations for company performance.

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

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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^*

GULDNER JEFFREY B.

(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)	7,861	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 Jeffrey Guldner	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 (NXT) director Jeffrey Guldner report on Form 4?

He reported the acquisition of 3,692 restricted stock units (RSUs) on 08/19/2025, increasing his beneficial ownership to 7,861 shares.

At what price were the RSUs granted to Jeffrey Guldner?

The RSUs were granted at a reported price of $0, consistent with typical restricted stock unit awards that convert to shares upon vesting.

When do the RSUs vest for Jeffrey Guldner?

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

Does the Form 4 show an open-market purchase or sale by Jeffrey Guldner?

No. The Form 4 records a grant of RSUs (non-market equity compensation), not an open-market purchase or sale.

Is the reported ownership direct or indirect?

The filing lists the ownership form as Direct (D) following the reported transaction.