| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Bennett David P | Chief Accounting Officer | C/O NEXTRACKER INC., 6200 PASEO PADRE PARKWAY, FREMONT | /s/ Philip Reuther, as attorney-in-fact for David Bennett | 2025-05-28 | 0001582417 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NXT | Common Stock | Award | $0 | +8.01K | +6.58% | $0.00 | 130K | May 23, 2025 | Direct | F1 |
| transaction | NXT | Common Stock | Award | $0 | +15.9K | +12.27% | $0.00 | 146K | May 23, 2025 | Direct | F2, F3, F4 |
| transaction | NXT | Common Stock | Options Exercise | $0 | +71K | +48.71% | $0.00 | 217K | May 23, 2025 | Direct | F2, F5 |
| transaction | NXT | Common Stock | Other | -$1.75M | -31.7K | -14.6% | $55.35 | 185K | May 28, 2025 | Direct | F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NXT | Performance Stock Units | Award | +29.2K | +70.04% | 71K | May 23, 2025 | Common Stock | 29.2K | Direct | F2, F7 | |||
| transaction | NXT | Performance Stock Units | Options Exercise | -71K | -100% | 0 | May 23, 2025 | Common Stock | 71K | Direct | F2, F5 |
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).
| Id | Content |
|---|---|
| F1 | Reflects an award of restricted stock units ("RSUs") granted to the Reporting Person on May 23, 2025. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 30% on May 23, 2026, 30% on May 23, 2027, and 40% on May 23, 2028, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances. |
| F2 | Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions. |
| F3 | Reflects performance stock units ("PSUs"), originally granted to the Reporting Person on May 21, 2024, which were initially earned upon certification by the Board of Directors of the Issuer on May 23, 2025 of the level of achievement of the financial performance metrics applicable to the PSUs for the performance period from April 1, 2024 to March 31, 2025. The PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2024 to March 31, 2027, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% - 150%. |
| F4 | The amount reported herein reflects 75% of the number of PSUs earned based on achievement of the financial performance metrics, which is the minimum amount of PSUs that will be earned and eligible to vest at the end of the three-year performance period, subject generally to the Reporting Person's continued employment with the Issuer through such date. |
| F5 | Following the certification of the third tranche of PSUs that were granted on April 6, 2022, the PSUs settled in shares of the Issuer's common stock. |
| F6 | 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 PSUs. 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. |
| F7 | Reflects the third tranche of an award of PSUs, originally granted to the Reporting Person on April 6, 2022, which was earned upon the certification by the Board of Directors of the Issuer on May 23, 2025 of the level of achievement of the performance metrics applicable to the PSUs for the rTSR performance period from April 1, 2023 to March 31, 2025 and the financial performance period from April 1, 2024 to March 31, 2025. |