Insider Filing: NXT President Howard Wenger Executes Small Share Sale

Rhea-AI Filing Summary

Nextracker Inc. (NXT) filed a Form 4 disclosing that President and Director Howard Wenger sold 5,216 shares of common stock on 07/03/2025 at a weighted-average price of $65 per share, for total proceeds of roughly $0.34 million. The transaction was executed under a pre-arranged Rule 10b5-1 trading plan adopted on 13-Sep-2024. Following the sale, Wenger’s direct ownership stands at 419,959 shares, representing the vast majority of his holdings. No derivative securities were exercised or disposed, and no other insiders were involved in this filing. The sale equals about 1.2 % of Wenger’s reported stake and is modest relative to both his remaining position and Nextracker’s public float, suggesting limited immediate impact on control or voting power.

Positive

• Sale executed under Rule 10b5-1 plan, indicating pre-commitment and reduced risk of opportunistic trading.
• Executive retains 419,959 shares, preserving significant insider alignment with shareholders.

Negative

• Insider selling, even if modest, can be perceived as a bearish signal by some investors.

Insights

Financial Analyst

TL;DR Small 10b5-1 insider sale (1.2% of holding); unlikely to alter fundamentals or signal strategic shift.

The reported disposition amounts to roughly $0.34 million, immaterial against Nextracker’s multi-billion-dollar market cap. Because the sale was conducted under a pre-set Rule 10b5-1 plan, it carries reduced signaling value—Wenger could be executing routine liquidity or tax diversification. His remaining 419,959 shares (≈$27 million at the same price) preserve strong alignment with shareholders. From a valuation perspective, the event does not affect earnings, cash flow, or guidance and therefore should not influence intrinsic value calculations or near-term trading multiples.

Corporate Governance Specialist

TL;DR Governance-neutral event; plan-based sale demonstrates compliance and transparency.

Filing shows adherence to SEC disclosure and the protective structure of Rule 10b5-1, mitigating concerns of information asymmetry. The modest scale suggests no governance red flag. Continuous board and executive equity ownership remains high, maintaining incentive alignment. Impact on shareholder voting influence is negligible.

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^*

Wenger Howard

(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
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2025

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	07/03/2025		S(1)		5,216(1)	D	$65	419,959	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. The sale reported in this Form 4 was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on September 13, 2024.

	/s/ Philip Reuther, as attorney-in-fact for Howard Wenger	07/03/2025
	** 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 Nextracker (NXT) shares did Howard Wenger sell?

He sold 5,216 common shares on 07/03/2025.

What was the average sale price for the NXT shares?

The shares were sold at an average price of $65 each.

What percentage of his holdings did the sale represent?

Approximately 1.2 % of Wenger’s direct ownership.

Is the transaction linked to a 10b5-1 plan?

Yes. The filing states it was executed under a Rule 10b5-1 trading plan adopted on 13-Sep-2024.

How many Nextracker shares does Howard Wenger own after the sale?

He holds 419,959 shares directly following the reported transaction.

Were any derivative securities involved?

No derivative securities were acquired or disposed of in this filing.