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

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nextracker's Chief Legal & Compliance Officer Bruce Ledesma reported two significant transactions on Form 4:

  • On June 21, 2025, acquired 15,243 shares through the vesting and conversion of Restricted Stock Units (RSUs) that were granted in June 2023
  • On June 23, 2025, disposed of 8,264 shares at $57.24 per share through a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations

Following these transactions, Ledesma directly owns 202,769.5 shares of Nextracker common stock and retains 20,327 unvested RSUs. The share sale was executed under the company's automatic sell-to-cover policy established March 2, 2023, pursuant to Rule 10b5-1, and was not a discretionary trade by the insider.

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Insider LEDESMA BRUCE
Role Chief Legal & Compliance Ofc
Type Security Shares Price Value
Other Common Stock 8,264 $57.24 $473K
Exercise Restricted Stock Units 15,243 $0.00 --
Exercise Common Stock 15,243 $0.00 --
Holdings After Transaction: Common Stock — 202,769.5 shares (Direct); Restricted Stock Units — 20,327 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*
LEDESMA BRUCE
(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 Legal & Compliance Ofc
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 15,243(1) A (1) 211,033.5 D
Common Stock 06/23/2025 J(2) 8,264(2) D $57.24 202,769.5 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 15,243(1) (1) (1) Common Stock 15,243 (1) 20,327 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 Bruce Ledesma 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many NXT shares did Bruce Ledesma acquire on June 21, 2025?

Bruce Ledesma acquired 15,243 shares of NXT common stock on June 21, 2025, through the vesting and conversion of restricted stock units (RSUs) that were previously granted to him on June 21, 2023.

How many NXT shares did Bruce Ledesma sell on June 23, 2025?

Bruce Ledesma sold 8,264 shares of NXT at a price of $57.24 per share on June 23, 2025. This sale was part of a mandatory 'sell-to-cover' transaction to satisfy tax withholding obligations related to his RSU vesting.

What is Bruce Ledesma's position at NXT?

Bruce Ledesma serves as the Chief Legal & Compliance Officer at Nextracker Inc. (NXT).

How many NXT shares does Bruce Ledesma own after these transactions?

Following these transactions, Bruce Ledesma directly owns 202,769.5 shares of NXT common stock. He also holds 20,327 unvested restricted stock units (RSUs).

Was Bruce Ledesma's stock sale discretionary?

No, the sale was not discretionary. It was a mandatory 'sell-to-cover' transaction required by NXT's policy adopted on March 2, 2023, to satisfy tax withholding obligations related to the RSU vesting, pursuant to Rule 10b5-1 requirements.