Nextracker Executive's Stock Sale Tied to RSU Tax Coverage, Not Strategic Exit

Rhea-AI Filing Summary

Nextracker Chief Accounting Officer David P. Bennett reported significant insider transactions on June 21 and 23, 2025. The transactions involved:

• 19,054 shares acquired through the vesting of Restricted Stock Units (RSUs) that were originally granted on June 21, 2023
• 10,330 shares were subsequently sold at $57.24 per share as part of a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations

Following these transactions, Bennett's direct ownership stands at 193,870 shares, with an additional 25,408 RSUs remaining. The sales were executed under the company's automatic sell-to-cover policy established on March 2, 2023, complying with Rule 10b5-1, and were not discretionary trades by the executive.

Insider Trade Summary

19,054 shares exercised/converted

Mixed 3 txns

Insider Bennett David P

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Other	Common Stock	10,330	$57.24	$591K
Exercise	Restricted Stock Units	19,054	$0.00	--
Exercise	Common Stock	19,054	$0.00	--

Holdings After Transaction: Common Stock — 193,870 shares (Direct); Restricted Stock Units — 25,408 shares (Direct)

Footnotes (1)

1. Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on June 21, 2023, into shares of the Issuer's common stock, on a one-for-one basis. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of RSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person.

Form 4 Insider Transactions: What Each Field Means →

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^*

Bennett David P

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2025

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	06/21/2025		M		19,054(1)	A	(1)	204,200	D
Common Stock	06/23/2025		J(2)		10,330(2)	D	$57.24	193,870	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
Restricted Stock Units	(1)	06/21/2025		M			19,054(1)	(1)	(1)	Common Stock	19,054	(1)	25,408	D

Explanation of Responses:

1. Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on June 21, 2023, into shares of the Issuer's common stock, on a one-for-one basis.

2. Reflects the number of shares required to be sold pursuant to a "sell-to-cover" transaction in order to satisfy the tax withholding obligations in connection with the vesting and conversion of RSUs. These sales are mandated by the Issuer's "sell-to-cover" policy adopted by the Issuer on March 2, 2023 pursuant to the requirements of Rule 10b5-1 and its authority under its equity incentive plan, and do not represent discretionary trades by the Reporting Person.

	/s/ Philip Reuther, as attorney-in-fact for David Bennett	06/24/2025
	** 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 NXT shares did David Bennett acquire through RSU vesting on June 21, 2025?

David Bennett, NXT's Chief Accounting Officer, acquired 19,054 shares of common stock through the vesting of restricted stock units (RSUs) that were previously granted on June 21, 2023.

How many NXT shares did David Bennett sell to cover tax obligations?

David Bennett sold 10,330 shares at $57.24 per share on June 23, 2025, as part of a mandatory 'sell-to-cover' transaction to satisfy tax withholding obligations related to the RSU vesting.

What is David Bennett's current position at NXT and how many shares does he own after these transactions?

David Bennett serves as Chief Accounting Officer at Nextracker Inc. (NXT). Following the RSU vesting and subsequent sell-to-cover transaction, he directly owns 193,870 shares of NXT common stock.

How many unvested RSUs does David Bennett still hold in NXT?

According to the filing, David Bennett still holds 25,408 restricted stock units (RSUs) following the reported transactions, as shown in Table II of the Form 4.