4//SEC Filing
Wenger Howard 4
Accession 0000950103-25-006530
CIK 0001852131other
Filed
May 27, 8:00 PM ET
Accepted
May 28, 8:28 PM ET
Size
19.9 KB
Accession
0000950103-25-006530
Insider Transaction Report
Form 4
Wenger Howard
DirectorPresident
Transactions
- Award
Common Stock
2025-05-23+63,739→ 330,439 total - Exercise/Conversion
Common Stock
2025-05-23+150,765→ 481,204 total - Award
Stock Option (Right to Buy)
2025-05-23+38,461→ 38,461 totalExercise: $56.05Exp: 2035-05-23→ Common Stock (38,461 underlying) - Award
Performance Stock Units
2025-05-23+62,098.8→ 150,765 total→ Common Stock (62,098.8 underlying) - Award
Common Stock
2025-05-23+64,102→ 266,700 total - Other
Common Stock
2025-05-28$55.35/sh−67,205$3,720,066→ 413,999 total - Exercise/Conversion
Performance Stock Units
2025-05-23−150,765→ 0 total→ Common Stock (150,765 underlying)
Footnotes (8)
- [F1]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.
- [F2]Each earned PSU reflects the right to receive one share of the Issuer's common stock upon satisfaction of the applicable vesting conditions.
- [F3]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%.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
Nextracker Inc.
CIK 0001852131
Entity typeother
Related Parties
1- filerCIK 0001387222
Filing Metadata
- Form type
- 4
- Filed
- May 27, 8:00 PM ET
- Accepted
- May 28, 8:28 PM ET
- Size
- 19.9 KB