David Bennett - Apr 1, 2025 Form 4 Insider Report for Nextracker Inc. (NXT)

Role: Chief Accounting Officer
Signature: /s/ Philip Reuther, as attorney-in-fact for David Bennett
Stock symbol: NXT
Transactions as of: Apr 1, 2025
Transactions value $: -$242,898
Form type: 4
Date filed: 4/3/2025, 04:32 PM
Previous filing: Jan 31, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NXT	Common Stock	Options Exercise		+15.5K	+12.42%		140K	Apr 1, 2025	Direct	F1
transaction	NXT	Common Stock	Other	-$243K	-5.64K	-4.02%	$43.09	134K	Apr 2, 2025	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NXT	Restricted Stock Units	Options Exercise		0			0	Apr 1, 2025	Common Stock	0		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on April 6, 2022, into shares of the Issuer's common stock, on a one-for-one basis.
F2	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 September 10, 2024 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.

Content

Reflects the vesting and conversion of restricted stock units ("RSUs"), which were previously granted to the Reporting Person on April 6, 2022, 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 September 10, 2024 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.

Remarks:

Exhibit 24-Power of Attorney