Chief Operating Officer Miller Nicholas Marco converted options into 80,845 shares, disposed of $1,994,847 worth of shares (36,038 units at $55.35) and was granted 81,503 shares, increasing direct ownership by 106% to 244,990 units (SEC Form 4)
$NXT
Industrial Machinery/Components
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a 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). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Nextracker Inc. [ NXT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/23/2025 | A | 41,666(1) | A | $0(1) | 160,346 | D | |||
| Common Stock | 05/23/2025 | A | 39,837(2)(3)(4) | A | $0(2)(3)(4) | 200,183 | D | |||
| Common Stock | 05/23/2025 | M | 80,845(2)(5) | A | $0(2)(5) | 281,028 | D | |||
| Common Stock | 05/28/2025 | J(6) | 36,038(6) | D | $55.354 | 244,990 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $56.05 | 05/23/2025 | A | 24,999(7) | (7) | 05/23/2035 | Common Stock | 24,999 | $0 | 24,999 | D | ||||
| Performance Stock Units | (2)(8) | 05/23/2025 | A | 33,299(2)(8) | (2)(8) | (2)(8) | Common Stock | 33,299 | (2)(8) | 80,845 | D | ||||
| Performance Stock Units | (2)(5) | 05/23/2025 | M | 80,845(2)(5) | (2)(5) | (2)(5) | Common Stock | 80,845 | (2)(5) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions. |
| 3. 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%. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. Reflects an award of stock options to purchase shares of common stock of the Issuer granted to the Reporting Person on May 23, 2025. This option will vest and become exercisable on May 23, 2028, subject to the Reporting Person's continued service to the Issuer through the vesting date and acceleration in certain circumstances. |
| 8. 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. |
| /s/ Philip Reuther, as attorney-in-fact for Nicholas Marco Miller | 05/28/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||