Form 4: Daniel S. Shugar Receives 87,635 NXT Shares by Gift

Rhea-AI Filing Summary

Daniel S. Shugar, who is listed as Chief Executive Officer and a director of Nextracker Inc. (NXT), reported on Form 4 transactions dated 08/18/2025. The filing shows an exempt gift of 87,635 shares from the Kathleen and Daniel Shugar Family Trust to the reporting person at a price of $0. The form lists resulting beneficial ownership of 672,625 shares held directly and 238,909 shares held indirectly through the family trust. The filing is signed by an attorney-in-fact, Philip Reuther, on behalf of Mr. Shugar.

Positive

• Transparent disclosure of an intra-family gift and updated beneficial ownership counts in compliance with Section 16 reporting
• Clear attribution of indirect holdings to the Kathleen and Daniel Shugar Family Trust with an explanatory note

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider transfer was a non-sale intra-family gift; ownership counts shifted between direct and indirect holdings.

The Form 4 documents a gift of 87,635 NXT shares from the Kathleen and Daniel Shugar Family Trust to Daniel S. Shugar on 08/18/2025 at no cash consideration. The filing presents the post-transaction beneficial ownership totals: 672,625 shares direct and 238,909 shares indirect via the family trust. This is a non-derivative, non-sale change in ownership rather than a market transaction, so there is no proceeds or price impact recorded.

Corporate Governance Expert

TL;DR: Governance disclosure appears routine: record of intra-family gift and accurate beneficial ownership reporting.

The disclosure identifies Mr. Shugar as both an officer (CEO) and director and attributes indirect holdings to the Kathleen and Daniel Shugar Family Trust. The form includes the required explanatory note that the transfer was an exempt gift and is signed by an attorney-in-fact. For corporate governance purposes this is a standard ownership reallocation with no indication of compensatory or market-driven sale activity in the filing.

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^*

SHUGAR DANIEL S

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		G		87,635(1)	D	$0	238,909(2)	I(2)	By Trust(2)
Common Stock	08/18/2025		G		87,635(1)	A	$0	672,625	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. Represents the exempt gift of shares by the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007, to the Reporting Person.

2. Reflects shares indirectly beneficially owned by the Reporting Person through the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007.

	/s/ Philip Reuther, as attorney-in-fact for Daniel S. Shugar	08/18/2025
	** 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 Daniel S. Shugar disclose on the NXT Form 4?

The Form 4 discloses an exempt gift of 87,635 NXT shares from the Kathleen and Daniel Shugar Family Trust to Daniel S. Shugar on 08/18/2025 at $0 consideration.

How many NXT shares does Daniel S. Shugar beneficially own after these transactions?

The filing reports 672,625 shares held directly and 238,909 shares held indirectly through the family trust following the reported transactions.

What is the relationship of the reporting person to Nextracker (NXT)?

Daniel S. Shugar is reported as a Director and an Officer (Chief Executive Officer) of Nextracker Inc.

Was this transaction a sale or purchase on the open market?

No. The Form 4 records an exempt gift (code G) and indicates $0 price, so it was not a market sale or purchase.

Who signed the Form 4 for Daniel S. Shugar?

The Form 4 is signed by Philip Reuther, as attorney-in-fact for Daniel S. Shugar, dated 08/18/2025.