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

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.