Leah Schlesinger - Feb 8, 2023 Form 3 Insider Report for Nextracker Inc. (NXT)

Role: GC, Ch Eth & Compl Off'r & Sec
Signature: /s/ Leah Schlesinger
Stock symbol: NXT
Transactions as of: Feb 8, 2023
Transactions value $: $0
Form type: 3
Date filed: 2/9/2023, 05:01 PM
Next filing: Feb 17, 2023

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
holding	NXT	Restricted Stock Units							Feb 8, 2023	Common Stock	38.7K		Direct	F1
holding	NXT	Stock Option (Right to Buy)							Feb 8, 2023	Common Stock	63.3K	$21.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). The RSUs vest 30% on April 1, 2023, 30% on April 1, 2024, and the remainder on April 1, 2025, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.
F2	These stock options vest between 0% and 100% based on the Issuer's equity valuation achieving certain compounded annual growth rates in excess of an initial valuation of $3 billion over the four year period beginning April 1, 2022 and ending March 31, 2026, with the ending valuation based on the average of the Issuer's closing prices on the previous twenty (20) trading days prior to March 31, 2026, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.

Content

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock ("Common Stock"). The RSUs vest 30% on April 1, 2023, 30% on April 1, 2024, and the remainder on April 1, 2025, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.

These stock options vest between 0% and 100% based on the Issuer's equity valuation achieving certain compounded annual growth rates in excess of an initial valuation of $3 billion over the four year period beginning April 1, 2022 and ending March 31, 2026, with the ending valuation based on the average of the Issuer's closing prices on the previous twenty (20) trading days prior to March 31, 2026, subject to the Reporting Person's continued service to the Issuer through the relevant vesting date and acceleration in certain circumstances.