NXT Form 4: Director Receives 3,692 RSUs, Vesting Before Next Annual Meeting

Rhea-AI Filing Summary

Mark Menezes, a director of Nextracker Inc. (NXT), was granted 3,692 restricted stock units (RSUs) on 08/19/2025. Each RSU converts to one share of common stock and the grant is reported at a $0 acquisition price. Following the grant, the filing reports 4,111 shares beneficially owned by Menezes as direct ownership. The RSUs vest 100% as of the last business day before the issuer's next annual meeting, subject to continued service and certain acceleration conditions. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Director alignment: Grant of 3,692 RSUs aligns the director's economic interests with shareholders through equity compensation.
• Transparent disclosure: Filing provides clear quantities, vesting schedule and post-grant beneficial ownership (4,111 shares).

Negative

• Potential dilution: Issuance of RSUs will increase outstanding shares when they convert, which may dilute existing holders.
• Service condition: Vesting is contingent on continued service, so retention risk affects whether shares will actually be issued.

Insights

Financial Analyst

TL;DR: Routine director equity grant increases alignment with shareholders but is modest in scale for investors.

The filing documents a standard director equity award of 3,692 RSUs granted at no cash cost, which will convert one-for-one into common shares when they vest. The reporting shows direct beneficial ownership of 4,111 shares after the grant, indicating the incremental size of this award is limited relative to a typical public-company cap table. Vesting is time-based and contingent on continued service, with acceleration only in specified circumstances. For investors, this is a governance/compensation event rather than an operational or financial shock.

Corporate Governance Expert

TL;DR: Standard compensation disclosure; vesting terms and zero purchase price are typical for RSU grants to directors.

The Form 4 clearly discloses an RSU grant and ties vesting to the next annual meeting date, which aligns director incentives with long-term shareholder outcomes through deferred share issuance. The grant price reported as $0 reflects standard restricted-unit treatment rather than a purchase. The filing is complete regarding quantity, vesting condition, and reporting date, enabling stakeholders to assess potential dilution and timing of share delivery.

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

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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^*

Menezes Mark

(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		3,692(1)	A	$0(1)	4,111	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. 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.

	/s/ Philip Reuther, Attorney-in-Fact for Mark Menezes	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 Mark Menezes report on his Form 4 for NXT?

The Form 4 reports a grant of 3,692 RSUs on 08/19/2025 and shows 4,111 shares beneficially owned following the transaction.

When do the RSUs granted to Mark Menezes vest?

The RSUs vest 100% as of the last business day before the issuer's next scheduled annual meeting of stockholders, subject to continued service and certain acceleration provisions.

What price was reported for the RSU grant?

The transaction is reported at a $0 acquisition price, consistent with restricted stock unit grants.

How was the Form 4 signed and when?

The Form 4 was signed by Philip Reuther, Attorney-in-Fact for Mark Menezes on 08/20/2025.

Does the filing indicate indirect ownership or other holdings?

The filing indicates direct ownership (D) for the reported shares; no specific indirect ownership arrangements are disclosed.