[Form 4] Nextracker Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brandi Elizabeth Thomas, 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 the grant is reported with a $0 price. The RSUs vest 100% as of the last business day before the issuer's next scheduled annual meeting of stockholders, subject to the reporting person’s continued service and certain acceleration conditions. After the reported acquisition, the reporting person beneficially owns 12,587 shares of common stock.

Positive

• 3,692 RSUs granted to the director, each representing one share upon settlement
• 100% vesting scheduled as of the last business day before the next annual meeting, subject to service and acceleration
• Beneficial ownership increased to 12,587 shares following the reported transaction

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received time-based RSUs that fully vest before the next annual meeting, reinforcing standard service-based equity compensation.

The grant consists of 3,692 restricted stock units that convert one-for-one into common shares and vest 100% as of the last business day before the next scheduled annual meeting, conditioned on continued service and specified acceleration events. This is a routine, non-cash equity award to a director intended to align ongoing service with ownership. The filing shows direct beneficial ownership of 12,587 shares following the award. No additional governance changes or extraordinary terms are disclosed in this Form 4.

Securities Analyst

TL;DR: The transaction is a standard director RSU grant; it is informational but not materially impactful to valuation by itself.

The reported 3,692 RSUs were acquired at a reported price of $0 and vest fully prior to the next annual meeting, subject to service and acceleration provisions. The filing does not indicate any cash proceeds, exercised options, or disposals. The incremental ownership after the grant is 12,587 shares. There are no disclosures here of hedging, pledging, or derivative transactions linked to these RSUs.

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^*

Thomas Brandi Elizabeth

(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)	12,587	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 Brandi Elizabeth Thomas	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 Brandi Elizabeth Thomas receive in the Form 4 filing?

The director was granted 3,692 restricted stock units (RSUs), each convertible into one share of common stock.

When do the RSUs vest for the NXT director grant?

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

How many shares does Brandi Elizabeth Thomas beneficially own after the reported transaction?

The reporting person beneficially owns 12,587 shares following the reported acquisition.

Was there any cash paid for the RSUs in the Form 4?

The transaction is reported with a $0 price, consistent with standard RSU grants that settle in shares rather than a cash purchase.

What is the transaction date reported on the Form 4 for this RSU grant?

The transaction date reported is 08/19/2025.