nxt-20250926

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended September 26, 2025

			Or

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

			Commission file number: 001-41617
			Nextracker Inc.
			(Exact name of registrant as specified in its charter)


Delaware		36-5047383
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555
(Address, including zip code of registrant’s principal executive offices)

	(510) 270-2500
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

NXT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 23, 2025, there were 148,386,780 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class B common stock outstanding.


	TABLE OF CONTENTS
	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:	2
	Unaudited Condensed Consolidated Balance Sheets as of September 26, 2025 and March 31, 2025	2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month and six-month periods ended September 26, 2025 and September 27, 2024	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three-month and six-month periods ended September 26, 2025 and September 27, 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the six-month periods ended September 26, 2025 and September 27, 2024	6
	Notes to the Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 3.	Defaults Upon Senior Securities	64
Item 4.	Mine Safety Disclosures	64
Item 5.	Other Information	64
Item 6.	Exhibits	65
Signatures		66

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nextracker Inc.

Unaudited condensed consolidated balance sheets

(In thousands, except share and per share amounts)


	As of September 26, 2025		As of March 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	845,342	$	766,103
Accounts receivable, net of allowance of $2,184 and $1,472, respectively	549,216		472,462
Contract assets	425,338		405,890
Inventories	221,155		209,432
Section 45X credit receivable	244,483		215,616
Other current assets	153,141		88,483
Total current assets	2,438,675		2,157,986
Property and equipment, net	84,928		60,395
Goodwill	473,667		371,018
Other intangible assets, net	81,716		53,241
Deferred tax assets	513,745		498,778
Other assets	76,158		51,098
Total assets	$	3,668,889	$	3,192,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	553,608	$	585,299
Accrued expenses	103,573		97,000
Deferred revenue	372,348		247,127


Other current liabilities	90,277		104,086
Total current liabilities	1,119,806		1,033,512

Tax receivable agreement (TRA) liability	372,460		394,879
Long-term deferred revenue	98,882		96,635
Other liabilities	92,043		39,360
Total liabilities	1,683,191		1,564,386
Commitments and contingencies (Note 8)


Stockholders’ equity:
Class A common stock, $0.0001 par value, 900,000,000 shares authorized, 148,382,565 shares and 145,648,231 shares issued and outstanding, respectively	15		15

Additional paid-in-capital	4,239,786		4,185,823
Accumulated deficit	(2,253,366)		(2,557,410)
Accumulated other comprehensive loss	(737)		(298)


Total stockholders’ equity	1,985,698		1,628,130
Total liabilities and stockholders’ equity	$	3,668,889	$	3,192,516

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of operations and comprehensive income

(In thousands, except share and per share amounts)


	Three-month periods ended				Six-month periods ended
	September 26, 2025		September 27, 2024		September 26, 2025		September 27, 2024
Revenue	$	905,268	$	635,571	$	1,769,521	$	1,355,492
Cost of sales	612,408		410,776		1,194,935		893,257
Gross profit	292,860		224,795		574,586		462,235
Selling, general and administrative expenses	84,626		72,127		158,562		132,954
Research and development	26,889		19,193		48,449		35,712
Operating income	181,345		133,475		367,575		293,569
Interest expense	730		3,665		1,946		6,945
Other income, net	(2,110)		(7,382)		(8,063)		(2,514)
Income before income taxes	182,725		137,192		373,692		289,138
Provision for income taxes	35,864		19,928		69,648		47,080
Net income and comprehensive income	146,861		117,264		304,044		242,058
Less: Net income attributable to non-controlling interests	—		1,873		—		4,967
Net income attributable to Nextracker Inc.	$	146,861	$	115,391	$	304,044	$	237,091

Earnings per share attributable to Nextracker Inc. common stockholders
Basic	$	0.99	$	0.80	$	2.06	$	1.66
Diluted	$	0.97	$	0.79	$	2.01	$	1.62
Weighted-average shares used in computing per share amounts:
Basic	148,027,872		143,478,959		147,480,066		142,785,176
Diluted	152,018,105		149,079,198		151,110,031		149,150,663

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of stockholders’ equity

(In thousands, except share amounts)

Class A common stock

Three-month period ended September 26, 2025

Shares outstanding

Amounts

Additional paid-in-capital

Accumulated deficit

Accumulated other comprehensive income (loss)

Total Nextracker Inc. stockholders’ equity

Total stockholders’ equity

SEC Form 10-Q filed by Nextracker Inc.