David P. Bennett - 23 May 2025 Form 4 Insider Report for Nextracker Inc. (NXT)

Reporting relationship: Chief Accounting Officer
Issuer ticker: NXT
Reported as of: 23 May 2025
Net transaction value: -$1,752,176
SEC form: 4
Accepted by SEC: 28 May 2025, 20:30:12 UTC
Prior SEC filing: 23 May 2025
Next SEC filing: 24 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ Philip Reuther, as attorney-in-fact for David Bennett

Key filing fact

David P. Bennett filed Form 4 for Nextracker Inc. (NXT) on 28 May 2025.

Key facts

This page summarizes David P. Bennett's Form 4 filing for Nextracker Inc. (NXT).
6 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 28 May 2025, 20:30.

Change

Previous filing in this sequence was filed on 23 May 2025.
Current net transaction value: -$1,752,176.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001582417 Primary reporting owner

Bennett David P

Relationship: Chief Accounting Officer
Address: C/O NEXTRACKER INC., 6200 PASEO PADRE PARKWAY, FREMONT
Signature: /s/ Philip Reuther, as attorney-in-fact for David Bennett
Signature date: 28 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NXT transaction

Common Stock

Award

Transaction value: $0
Shares: +8,012
Change %: +6.6%
Price: $0.000000
Shares after: 129,855
Date: 23 May 2025
Ownership: Direct
Footnotes: F1

NXT transaction

Common Stock

Award

Transaction value: $0
Shares: +15,934
Change %: +12%
Price: $0.000000
Shares after: 145,789
Date: 23 May 2025
Ownership: Direct
Footnotes: F2, F3, F4

NXT transaction

Common Stock

Options Exercise

Transaction value: $0
Shares: +71,011
Change %: +49%
Price: $0.000000
Shares after: 216,800
Date: 23 May 2025
Ownership: Direct
Footnotes: F2, F5

NXT transaction

Common Stock

Other

Transaction value: $1,752,176
Shares: -31,654
Change %: -15%
Price: $55.35
Shares after: 185,146
Date: 28 May 2025
Ownership: Direct
Footnotes: F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NXT transaction Derivative

Performance Stock Units

Award

Transaction value
Shares: +29,249
Change %: +70%
Price
Shares after: 71,011
Date: 23 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 29,249
Exercise price
Footnotes: F2, F7

NXT transaction Derivative

Performance Stock Units

Options Exercise

Transaction value
Shares: -71,011
Change %: -100%
Price
Shares after: 0
Date: 23 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 71,011
Exercise price
Footnotes: F2, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 7 footnotes

Footnote 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.

Footnote F2

Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.

Footnote 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%.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.