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Nextracker Inc. (NXT) � Form 144 Filing Overview

This Rule 144 notice discloses that Howard Wenger intends to sell 5,216 Class A shares of Nextracker Inc. through Fidelity Brokerage Services LLC on or after 07/03/2025. Based on the stated aggregate market value of $339,040, the implied share price is roughly $65.00. The planned sale represents less than 0.01% of the company’s 146,263,962 outstanding shares, indicating limited dilution or ownership impact.

The filing also details Wenger’s prior insider sales over the last three months:

• 5/13/2025 â€� 6,066 shares for $333,630
• 5/15/2025 â€� 5,703 shares for $342,180
• 5/22/2025 â€� 11,088 shares for $591,788.74
• 5/28/2025 â€� 67,205 shares for $3,720,065.57
• 6/23/2025 â€� 11,690 shares for $669,136.77

Total insider disposals during the period amount to 101,752 shares and $5.66 million in gross proceeds. The filing indicates the shares being sold were acquired on 04/01/2024 via vesting of restricted stock awarded as compensation. No 10b5-1 trading-plan date is provided, and the filer represents that he is not in possession of undisclosed material adverse information.

While the absolute number of shares is modest relative to Nextracker’s float, the pattern of repeated sales by an insider may attract investor scrutiny regarding sentiment and timing.

Insider Transaction Overview (Form 4)

Nextracker Inc. (ticker: NXT) disclosed that Chief Operating Officer Nicholas Marco Miller sold 946 shares of common stock on July 1, 2025 at $54.27 per share. The transaction was conducted under a Rule 10b5-1 trading plan adopted on March 13, 2025.

Following the sale, Miller’s directly held position stands at 169,054 shares. No derivative securities were exercised, acquired or disposed of during the reporting period, and no additional transactions were reported.

The disposal represents roughly 0.56 % of the executive’s disclosed direct holdings, indicating a modest portfolio adjustment rather than a significant off-load. Because the trade was pre-arranged and involves a small fraction of total ownership, the filing is generally viewed as neutral from a market-signal perspective.

Nextracker Inc. (Ticker: NXT) � Form 144 filing discloses a planned open-market sale of 946 Class A shares (estimated value $51,339) by filer Nicholas Miller. The sale is scheduled for 01 July 2025 through Fidelity Brokerage Services and represents �0.0006 % of the 146.3 million shares outstanding, an immaterial fraction of public float.

The filing also lists six prior sales during the last three months by the same individual, totaling 135,869 shares for $7.76 million in gross proceeds (dates: 02 Apr � 25 Jun 2025). The shares being sold on the current notice were acquired via restricted-stock vesting on 30 Jun 2024 and constitute compensation-related stock rather than open-market purchases.

• No earnings, balance-sheet, or operational data are included; the document solely concerns insider trading activity.
• Rule 144 requires aggregation of sales by affiliated persons; the current notice signals continued liquidation but of a de minimis amount compared with both float and recent disposals.

Investment view: While insider selling can raise sentiment concerns, the small size relative to share count limits fundamental impact. However, cumulative disposals above $7 million over a short window may attract scrutiny from momentum-focused investors.

Nextracker (NASDAQ:NXT) filed a routine Form 4 showing Chief Operating Officer Nicholas Marco Miller sold 5,588 common shares on 06/25/2025 at $57.32, totaling roughly $0.32 million. The transaction was made under a Rule 10b5-1 plan adopted on 03/13/2025. After the sale, Miller directly owns 170,000 shares. No other equity or derivative transactions were reported.

Nextracker has submitted its Annual Report to Shareholders (ARS) on June 28, 2025. The ARS filing is available only in PDF format and was officially accepted by the SEC on June 25, 2025.

Note: An ARS is a report sent to shareholders before the annual meeting containing financial statements and corporate information. Unlike Form 10-K, which is a mandatory SEC filing, the ARS is a more accessible document designed for shareholders. The actual content and financial details cannot be analyzed as only the filing notification is available, not the complete report.

Nextracker has filed a DEFA14A form (Definitive Additional Proxy Soliciting Materials) with the SEC on June 28, 2025. This filing represents supplementary proxy materials to an existing definitive proxy statement.

Key points from the filing:

• The materials are filed by the Registrant (Nextracker) and not by any other party
• This is classified as "Definitive Additional Materials" under proxy rules
• No filing fee was required for this submission
• The filing supplements a previously filed definitive proxy statement

While this filing confirms the existence of additional proxy materials, the specific content and purpose of these materials is not detailed in this cover filing. Shareholders and investors should refer to the complete proxy materials for detailed information about the matters being presented for stockholder consideration.

Nextracker has announced its 2025 Annual Meeting of Stockholders to be held virtually on August 18, 2025 at 9:00 a.m. Pacific Time. The meeting will address three key proposals:

• Election of three directors to serve until 2028
• Ratification of Deloitte & Touche LLP as independent auditor for FY2026
• Advisory vote on named executive officer compensation

Key details include:

• Record date: June 23, 2025
• Outstanding shares: 147,832,971 Class A common stock (1 vote per share)
• Virtual meeting platform: www.virtualshareholdermeeting.com/NXT2025
• Board recommends voting "FOR" all proposals

The company has adopted a virtual-only format to enable broader stockholder participation. Shareholders can vote via internet, telephone, mail, or during the virtual meeting. Proxy materials are available at www.proxyvote.com.

Nextracker Inc. (NXT) has filed a Form 144 with the U.S. Securities and Exchange Commission, indicating that insider Nicholas Miller intends to sell 5,588 Class A shares through Fidelity Brokerage Services on or about 25 June 2025. At the most recent market price used in the filing, the proposed sale is valued at $320,304.16. The company reports 146,263,962 Class A shares outstanding, so the contemplated transaction represents roughly 0.0038 % of the class.

The filing also discloses that Miller has already completed five separate sales during the last three months, totaling 130,281 shares for aggregate gross proceeds of $7.44 million. Combined with the forthcoming 5,588-share sale, Miller will have disposed of approximately 135,869 shares, or 0.09 % of shares outstanding, during the referenced period.

The shares to be sold were acquired via restricted-stock vesting on 21 June 2025 and are being sold as compensation-related distributions. The insider has certified that he is not in possession of undisclosed material adverse information, as required under Rule 144. No other material corporate events, earnings data, or strategic transactions are included in this filing.

Nextracker Chief Operating Officer Nicholas Marco Miller reported multiple transactions in company stock on June 21-23, 2025:

• 11,433 Restricted Stock Units (RSUs) vested and converted to common stock on June 21, 2025, from a grant originally made in June 2023
• 5,845 shares were sold at $57.24 per share through a mandatory "sell-to-cover" transaction to satisfy tax withholding obligations
• 5,216 shares were sold at $57.38 per share pursuant to a pre-established 10b5-1 trading plan from March 2025

Following these transactions, Miller now beneficially owns 175,588 shares of Nextracker common stock directly, plus 15,244 unvested RSUs. The tax-related sales were executed under the company's automatic sell-to-cover policy adopted in March 2023, while the additional sale was made under a planned 10b5-1 trading arrangement.