Flex Ltd. - 13 Feb 2023 Form 4 Insider Report for Nextracker Inc. (NXT)

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	Class B Common Stock	Disposed to Issuer	-$694M	-30.6M	-29.2%	$22.68	74.2M	13 Feb 2023	Class A Common Stock	30.6M		By Yuma, Inc.	F1, F2, F4
holding	NXT	Class B Common Stock						14.3M	13 Feb 2023	Class A Common Stock	14.3M		By Yuma Subsidiary, Inc.	F1, F3

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

Id	Content
F1	Each share of Class B Common Stock is paired with one common unit of Nextracker LLC ("LLC Common Unit" and, together with the paired Class B Common Stock, the "Paired Interest"). Pursuant to the Exchange Agreement by and among the Issuer, Nextracker LLC and the holders of LLC Common Units, each Paired Interest is exchangeable into one share of Class A common stock (or, at the Issuer's election, cash based on the exchange rate in the Exchange Agreement and the value of the Class A common stock at the time of the exchange), subject to the terms of the Exchange Agreement. Upon an exchange of Paired Interests for Class A common stock, the corresponding Class B common stock will be cancelled. The Paired Interests have no expiration date.
F2	The sole shareholder of Yuma, Inc. is Flextronics International USA, Inc., an indirect, wholly-owned subsidiary of the Reporting Person.
F3	The sole shareholder of Yuma Subsidiary, Inc. is Yuma, Inc., an indirect, wholly-owned subsidiary of the Reporting Person.
F4	In connection with closing of the Issuer's initial public offering on February 13, 2023, the Issuer purchased these Paired Interests from Yuma, Inc., in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3(e) thereunder.