[Form 4] Nextracker Inc. Insider Trading Activity

Rhea-AI Filing Summary

William D. Watkins, a director of Nextracker Inc. (NXT), reported on Form 4 that he acquired 4,652 restricted stock units (RSUs) on 08/19/2025 at a reported price of $0. After the transaction he beneficially owns 19,112 shares directly and 7,666 shares indirectly through the Watkins Family Trust. The RSUs each represent a contingent right to one share and vest 100% as of the last business day before the company’s next annual meeting, subject to his continued service and certain acceleration events. The filing was signed by an attorney-in-fact on 08/20/2025.

Positive

• 4,652 RSUs granted/vested, increasing the director’s equity stake
• RSUs vest 100% as of the last business day before the next annual meeting, aligning incentives with shareholders
• Indirect ownership via family trust adds long-term alignment

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity vesting increases insider ownership without a cash purchase; no sale or cash proceeds reported.

The reported acquisition reflects standard compensation vesting rather than an open-market purchase. Adding 4,652 RSUs that vest fully by the next annual meeting increases the director’s alignment with shareholders through equity ownership. There is no cash consideration reported and no derivative transactions disclosed. For investors this is a non-dilutive transfer of potential shares contingent on vesting and service conditions.

Corporate Governance Expert

TL;DR: A director’s RSU vesting and trust-held shares signal normal governance-aligned compensation and family trust ownership structure.

The filing shows governance-consistent equity compensation practices: RSUs with time-based vesting and acceleration provisions, and indirect ownership via a family trust where the director and spouse serve as co-trustees and co-beneficiaries. The transaction is routine, disclosed under Section 16, and executed via attorney-in-fact, indicating procedural compliance. No material governance concerns are disclosed in this filing alone.

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^*

WATKINS WILLIAM D

(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		4,652(1)	A	$0(1)	19,112	D
Common Stock								7,666	I	By Trust(2)

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.

2. Shares held by the Denise P. Watkins u/a/d 01-0701994 William D. Watkins Trustee of Watkins Family Trust, of which the Reporting Person and his spouse are co-trustees and co-beneficiaries.

	/s/ Philip Reuther, Attorney-in-Fact for William D. Watkins	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 William D. Watkins report on Form 4 for Nextracker (NXT)?

He reported acquiring 4,652 RSUs on 08/19/2025, with a reported price of $0, resulting in 19,112 shares directly owned and 7,666 shares indirectly held by a family trust.

When do the reported RSUs vest?

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 certain acceleration conditions.

Does the filing show any sales of Nextracker shares by the reporting person?

No. The Form 4 reports an acquisition (A) of RSUs and does not disclose any sale or disposition of shares.

How is the indirect ownership described?

The filing states 7,666 shares are held by the Watkins Family Trust where the reporting person and spouse are co-trustees and co-beneficiaries.

Who signed the Form 4 and when?

The Form 4 was signed by Philip Reuther, attorney-in-fact for William D. Watkins on 08/20/2025.