Nextracker Board Member Mark Menezes Granted Company Shares Ahead of Annual Meeting

Rhea-AI Filing Summary

Nextracker Director Mark Menezes received a grant of 419 restricted stock units (RSUs) on June 17, 2025, with a value of $60.75 per unit. The RSUs represent the right to receive an equivalent number of common stock shares.

Key terms of the RSU grant:

• The RSUs will vest 100% on the last business day before the next annual stockholder meeting
• Vesting is contingent on Menezes' continued service as director
• Acceleration provisions may apply in certain circumstances
• Total value of grant at issue price: approximately $25,454

This Form 4 filing, executed by Philip Reuther as attorney-in-fact on June 20, 2025, represents standard equity compensation for board service, aligning the director's interests with shareholders through direct stock ownership.

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

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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)
06/17/2025

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	06/17/2025		A		419(1)	A	$60.75(1)	419	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	06/20/2025
	** 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

How many NXT shares did Director Mark Menezes acquire on June 17, 2025?

According to the Form 4 filing, Director Mark Menezes acquired 419 restricted stock units (RSUs) of NXT common stock at a price of $60.75 per share on June 17, 2025.

What is the vesting schedule for Mark Menezes' NXT restricted stock units?

The RSUs vest 100% on the last business day before NXT's next scheduled annual meeting of stockholders, subject to Menezes' continued service with the company. The vesting can be accelerated under certain circumstances.

What is Mark Menezes' role at Nextracker (NXT)?

According to the Form 4 filing, Mark Menezes serves as a Director on Nextracker's Board of Directors. The filing indicates he is not an officer or 10% owner of the company.

What was the total value of NXT shares acquired by Mark Menezes in this transaction?

Based on the reported price of $60.75 per share and 419 RSUs acquired, the total value of the transaction was approximately $25,454.25 (419 × $60.75).

Who signed the Form 4 filing for NXT Director Mark Menezes?

The Form 4 was signed by Philip Reuther as Attorney-in-Fact for Mark Menezes on June 20, 2025, three days after the transaction date.