Nextracker's CEO Maintains Strong Position Despite Required Stock Sale for Taxes

Rhea-AI Filing Summary

Nextracker CEO Daniel S. Shugar reported multiple securities transactions on Form 4:

• On June 21, 2025, 42,873 Restricted Stock Units (RSUs) vested and converted to common stock, originally granted on June 21, 2023
• On June 23, 2025, 21,917 shares were sold at $57.24 per share through a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations
• Following these transactions, Shugar directly owns 584,990 shares and indirectly owns 326,544 shares through the Kathleen and Daniel Shugar Family Trust

The sales were executed under the company's automatic sell-to-cover policy adopted March 2, 2023, compliant with Rule 10b5-1, and were not discretionary trades by the executive. Shugar maintains positions as both Director and Chief Executive Officer of Nextracker.

Insider Trade Summary

42,873 shares exercised/converted

Mixed 4 txns

Insider SHUGAR DANIEL S

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Common Stock	21,917	$57.24	$1.25M
Exercise	Restricted Stock Units	42,873	$0.00	--
Exercise	Common Stock	42,873	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 584,990 shares (Direct); Restricted Stock Units — 57,166 shares (Direct); Common Stock — 326,544 shares (Indirect, By Trust)

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

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^*

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)
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		42,873(1)	A	(1)	606,907	D
Common Stock	06/23/2025		J(2)		21,917(2)	D	$57.24	584,990	D
Common Stock								326,544(3)	I	By Trust(3)

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			42,873(1)	(1)	(1)	Common Stock	42,873	(1)	57,166	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.

3. 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	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 CEO Daniel Shugar receive from RSU vesting on June 21, 2025?

CEO Daniel Shugar received 42,873 shares of NXT common stock from the vesting of restricted stock units (RSUs) that were originally granted on June 21, 2023.

How many NXT shares did Daniel Shugar sell to cover tax obligations?

Daniel Shugar sold 21,917 shares at $57.24 per share as part of a mandatory 'sell-to-cover' transaction to satisfy tax withholding obligations related to the RSU vesting. This sale was required by Nextracker's policy and was not a discretionary trade.

What is Daniel Shugar's total direct ownership of NXT stock after the reported transactions?

Following the reported transactions, Daniel Shugar directly owns 584,990 shares of NXT common stock.

How many NXT shares does Daniel Shugar own indirectly through trust holdings?

Daniel Shugar indirectly owns 326,544 shares through the Kathleen and Daniel Shugar Family Trust, dated May 10, 2007.

How many unvested RSUs does Daniel Shugar still hold in NXT?

After the reported vesting transaction, Daniel Shugar still holds 57,166 unvested restricted stock units (RSUs) of NXT.