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

Rhea-AI Filing Summary

Nextracker President and Director Howard Wenger reported two significant transactions on Form 4:

• On June 21, 2025, Wenger acquired 22,866 shares of common stock through the vesting and conversion of Restricted Stock Units (RSUs) that were granted in June 2023
• On June 23, 2025, 11,690 shares were sold at $57.24 per share as part of a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations related to the RSU vesting

Following these transactions, Wenger directly owns 425,175 shares of Nextracker common stock and retains 30,488 RSUs. The share sale was executed under the company's automatic sell-to-cover policy established March 2023 under Rule 10b5-1 and does not represent discretionary trading by the insider.

Insider Trade Summary

22,866 shares exercised/converted

Mixed 3 txns

Insider Wenger Howard

Role President

Type	Security	Shares	Price	Value
Other	Common Stock	11,690	$57.24	$669K
Exercise	Restricted Stock Units	22,866	$0.00	--
Exercise	Common Stock	22,866	$0.00	--

Holdings After Transaction: Common Stock — 425,175 shares (Direct); Restricted Stock Units — 30,488 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^*

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)
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		22,866(1)	A	(1)	436,865	D
Common Stock	06/23/2025		J(2)		11,690(2)	D	$57.24	425,175	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			22,866(1)	(1)	(1)	Common Stock	22,866	(1)	30,488	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 Howard Wenger	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 Howard Wenger acquire from RSU vesting on June 21, 2025?

Howard Wenger acquired 22,866 shares of NXT common stock on June 21, 2025, through the vesting and conversion of restricted stock units (RSUs) that were originally granted on June 21, 2023.

What positions does Howard Wenger hold at Nextracker (NXT)?

According to the Form 4 filing, Howard Wenger serves as both a Director and President of Nextracker Inc. (NXT).

How many NXT shares were sold to cover tax obligations from Wenger's RSU vesting?

11,690 shares were sold 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.

How many NXT shares does Howard Wenger own after these transactions?

Following these transactions, Howard Wenger directly owns 425,175 shares of NXT common stock, plus 30,488 unvested RSUs that remain outstanding.

Was Howard Wenger's share sale discretionary or mandatory?

The share sale was not discretionary. It was mandated by Nextracker's 'sell-to-cover' policy adopted on March 2, 2023, pursuant to Rule 10b5-1 requirements and the company's equity incentive plan, specifically to cover tax withholding obligations.