Howard Wenger - May 21, 2024 Form 4 Insider Report for Nextracker Inc. (NXT)

Role: President, Director
Signature: /s/ Philip Reuther, as attorney-in-fact for Howard Wenger
Stock symbol: NXT
Transactions as of: May 21, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/22/2024, 06:04 PM
Previous filing: Apr 3, 2024
Next filing: Jun 25, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NXT	Common Stock	Award	$0	+114K	+485.73%	$0.00	138K	May 21, 2024	Direct	F1, F2, F3
transaction	NXT	Common Stock	Award	$0	+67.1K	+48.69%	$0.00	205K	May 21, 2024	Direct	F4

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	Performance Stock Units	Award		+49.3K	+125.15%		88.7K	May 21, 2024	Common Stock	49.3K		Direct	F3, F5
transaction	NXT	Stock Option (Right to Buy)	Award	$0	+85K		$0.00	85K	May 21, 2024	Common Stock	85K	$47.05	Direct	F6

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

Explanation of Responses:

Id	Content
F1	Reflects performance stock units ("PSUs"), originally granted to the Reporting Person on June 21, 2023, which were initially earned upon certification by the Board of Directors of the Issuer on May 21, 2024 of the level of achievement of the financial performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The PSUs remain subject to an rTSR modifier performance metric for the performance period from April 1, 2023 to March 31, 2026, pursuant to which the number of shares earned based on achievement of the financial performance metrics can be adjusted between 75% - 150%.
F2	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.
F3	Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
F4	Reflects an award of restricted stock units ("RSUs") granted to the Reporting Person on May 21, 2024. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest 30% on May 21, 2025, 30% on May 21, 2026, and 40% on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.
F5	Reflects the second 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 21, 2024 of the level of achievement of the performance metrics applicable to the PSUs for the performance period from April 1, 2023 to March 31, 2024. The earned PSUs will service-vest on March 31, 2025, subject generally to the Reporting Person's continued employment with the Issuer through such date.
F6	Reflects an award of stock options to purchase shares of common stock of the Issuer granted to the Reporting Person on May 21, 2024. This option will vest and become exercisable on May 21, 2027, subject to the Reporting Person's continued service to the Issuer through the vesting date and acceleration in certain circumstances.