NXT / Nextracker Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 Nextracker Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2025 Nextracker Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 June 27, 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

SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT FY26 PERFORMANCE STOCK UNITS

Exhibit 10.2 No. «GrantID» SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT FY26 PERFORMANCE STOCK UNITS This Performance Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation a

SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME)

Exhibit 10.1 No. «GrantID» SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME) This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Nextracker Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 Nextracker Inc.

Nextracker Reports First Quarter Fiscal Year 2026 Financial Results Q1 FY26 Revenues of $864 Million, Up 20% Year-over-Year Announces Portfolio of Advanced Robotics and AI Acquisitions

Exhibit 99.1 Nextracker Reports First Quarter Fiscal Year 2026 Financial Results Q1 FY26 Revenues of $864 Million, Up 20% Year-over-Year Announces Portfolio of Advanced Robotics and AI Acquisitions FREMONT, Calif., July 29, 2025 – Nextracker (Nasdaq: NXT), a leading solar technology platform provider, today announced financial results for the first quarter of fiscal year 2026, ended June 27, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Nextracker Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2025 Nextracker Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Nextracker Inc. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Nextracker Inc. (Exact name of registrant as specified in its charter) Delaware 001-41617 36-5047383 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 6200 Paseo Padre Parkway, Fremont, California 94555 (Address of principal executive

Exhibit 1.01

Exhibit 1.01 Conflict Minerals Report Nextracker Inc. (the “Company,” “Nextracker” or “we”) has included this Conflict Minerals Report as an exhibit to its Form SD for the period from January 1, 2024 to December 31, 2024 as provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD (collectively, the “Conflict Minerals Rule”). The date of fil

SUBSIDIARIES OF NEXTRACKER INC.

Exhibit 21.1 SUBSIDIARIES OF NEXTRACKER INC. Subsidiary Name Jurisdiction Nextracker Australia Pty Ltd Australia Nextracker Solar Pty Ltd (subsidiary of Nextracker Australia) Australia Nextracker Brasil Ltda. Brazil Nextracker Canada Inc. Canada Nextracker Solar (Shanghai) Co., Ltd China Nextracker India Private Limited India Nextracker Italia S.r.l. Italy Nextracker Mexico, S. de R.L. de C.V. Mex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 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. (

NEXTRACKER INC. INSIDER TRADING AND TRADING WINDOW POLICY

Exhibit 19.1 NEXTRACKER INC. INSIDER TRADING AND TRADING WINDOW POLICY (as Adopted February 1, 2023 and amended on February 13, 2025) I.Purpose Nextracker Inc. and its subsidiaries (collectively, “Nextracker” or the “Company”) have established this Insider Trading and Trading Window Policy (this “Policy”). It is the policy of Nextracker to comply with the U.S. insider trading laws and regulations,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 Nextracker Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2025 Nextracker Inc.

Nextracker Reports Q4 and Fiscal Year 2025 Financial Results Record Q4 FY25 Revenue of $924 Million, a 26% Increase Year-over-Year Launches Electrical Balance of Systems (eBOS) Business With Acquisition of Bentek

Exhibit 99.1 Nextracker Reports Q4 and Fiscal Year 2025 Financial Results Record Q4 FY25 Revenue of $924 Million, a 26% Increase Year-over-Year Launches Electrical Balance of Systems (eBOS) Business With Acquisition of Bentek FREMONT, Calif., May 14, 2025 – Nextracker (Nasdaq: NXT), a leading solar technology platform provider, today announced financial results for the fourth quarter and full year

to the Credit Agreement, dated as of February 13, 2023, by and among Nextracker Inc., as Parent, Nextracker LLC, as Borrower, and the other parties thereto

Exhibit 10.1 AMENDMENT NO. 3 dated as of February 14, 2025 (this “Amendment No. 3”), among Nextracker Inc., a Delaware corporation (“Parent”), the other Loan Parties party hereto, Nextracker LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms use

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Nextracker Inc.

Nextracker Inc. Executive Severance Plan (Effective November 19, 2024) Table of Contents Article 1. Establishment and Term of the Plan 1 (1) Establishment of the Plan 1 Article 2. Definitions 1 Article 3. Severance Benefits 3 (1) Right to Severance B

Exhibit 10.1 Nextracker Inc. Executive Severance Plan (Effective November 19, 2024) Table of Contents Article 1. Establishment and Term of the Plan 1 (1) Establishment of the Plan 1 Article 2. Definitions 1 Article 3. Severance Benefits 3 (1) Right to Severance Benefits 3 (2) Severance Benefits 4 (3) Accrued Obligations 7 (4) Retirement Plans 7 (5) Deductions from Severance Benefits 7 (6) Timing a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 December 31, 2024 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 Nextra

TRANSITION AND CONSULTING SERVICES AGREEMENT

Exhibit 10.3 TRANSITION AND CONSULTING SERVICES AGREEMENT This TRANSITION AND CONSULTING SERVICES AGREEMENT, dated as of November 20, 2024 (this “Agreement”), is entered into by and between Léah Schlesinger (“Consultant”) and Nextracker LLC (the “Company”). The Company and Consultant are sometimes referred to individually herein as a “Party” and collectively as the “Parties.” WHEREAS, Consultant i

Nextracker Inc. Executive Change in Control Severance Plan (Effective November 19, 2024) TABLE OF CONTENTS

Exhibit 10.2 Nextracker Inc. Executive Change in Control Severance Plan (Effective November 19, 2024) TABLE OF CONTENTS Page Article 1. Establishment and Term of the Plan 1 1.1 Establishment and Term of the Plan Establishment of the Plan 1 Article 2. Definitions 1 Article 3. Severance Benefits 7 3.1 Right to Severance Benefits 7 3.2 Severance Benefits 8 3.3 Accrued Obligations 10 3.4 Retirement Pl

Nextracker Reports Q3 FY25 Financial Results Reaffirms FY25 Revenue Outlook and Raises FY25 Profit Outlook

Exhibit 99.1 Nextracker Reports Q3 FY25 Financial Results Reaffirms FY25 Revenue Outlook and Raises FY25 Profit Outlook FREMONT, Calif. January 28, 2025 – Nextracker (Nasdaq: NXT), a global market leader of intelligent solar trackers, foundations, and software solutions, today announced financial results for the third quarter of fiscal year 2025, ended December 31, 2024. Financial Summary (In mill

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 Nextracker Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 Nextracker Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 2024 Nextracker Inc.

NXT / Nextracker Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 nxtsc13ga-093024.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Nextracker Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Titles of Class of Securities) 65290E101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Sta

Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan, as amended and restated effective as of August 19, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2024, filed on November 1, 2024).

Exhibit 10.1 SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN (As Amended and Restated, Effective as of June 14, 2024) Article 1.PURPOSES OF THE PLAN. The purposes of the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (the “Plan”) are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 27, 2024 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 Nextr

Filing Fee Table.

Ex-Filing Fees CALCULATION OF FILING FEE TABLE S-8 NEXTRACKER INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock,

As filed with the Securities and Exchange Commission on November 1, 2024

As filed with the Securities and Exchange Commission on November 1, 2024 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Nextracker Inc.

Nextracker Reports Q2 FY25 Financial Results Reaffirms FY25 Revenue Outlook and Raises FY25 Profit Outlook

Exhibit 99.1 Nextracker Reports Q2 FY25 Financial Results Reaffirms FY25 Revenue Outlook and Raises FY25 Profit Outlook FREMONT, Calif. October 30, 2024 – Nextracker (Nasdaq: NXT), a global market leader of intelligent solar tracker and software solutions, today announced financial results for the second quarter of fiscal year 2025, ended September 27, 2024. Financial Summary (In millions, except

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 Nextracker Inc.

Form of Performance Stock Unit Award Agreement

Exhibit 10.1 No. «GrantID» SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT FY25 PERFORMANCE STOCK UNITS This Performance Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 June 28, 2024 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

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Nextracker Inc.

Nextracker Reports Q1 FY25 Financial Results 50% Revenue Growth YoY; Reaffirms FY25 Outlook Adds Solar Foundation Offerings with Ojjo and Solar Pile International Acquisitions

Exhibit 99.1 Nextracker Reports Q1 FY25 Financial Results 50% Revenue Growth YoY; Reaffirms FY25 Outlook Adds Solar Foundation Offerings with Ojjo and Solar Pile International Acquisitions August 1, 2024 FREMONT, Calif. – Nextracker (Nasdaq: NXT), a global market leader of intelligent solar tracker and software solutions, today announced financial results for the first quarter of fiscal year 2025,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2024 Nextracker Inc.

Amendment No. 2 dated June 21, 2024 to the Credit Agreement, dated as of February 13, 2023, by and among Nextracker Inc., as Parent, Nextracker LLC, as Borrower, and the other parties thereto

Exhibit 10.1 AMENDMENT NO. 2, dated as of June 21, 2024 (this “Amendment No. 2”), among Nextracker Inc., a Delaware corporation (“Parent”), the other Holding Entities party hereto, Nextracker LLC, a Delaware limited liability company (the “Borrower”), the Amendment No. 2 Incremental Lenders (as defined below), the Swingline Lender, each Issuing Bank, the other Lenders party hereto and JPMorgan Cha

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2024 Nextracker Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Nextracker Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 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

extracker Inc. Insider Trading and Trading Window Policy.

Exhibit 19.1 NEXTRACKER INC. INSIDER TRADING AND TRADING WINDOW POLICY (as Adopted February 1, 2023) I. Purpose Nextracker Inc. (“Nextracker” or the “Company”) has established this Insider Trading and Trading Window Policy (this “Policy”) in accordance with Nextracker’s Code of Business Conduct and Ethics. The purpose of this Policy is to ensure compliance with insider trading laws and the Nextrac

Offer Letter with Charles Boynton.

Exhibit 10.21 March 15, 2024 Charles Boynton Via Email Dear Charles: On behalf of Nextracker LLC, I am delighted to offer you the position of Chief Financial Officer, Band 6, working at our Fremont, CA facility. This position will be reporting to Dan Shugar, Chief Executive Officer. Upon accepting this offer, you will resign from Nextracker Inc.’s Board of Directors, effective immediately. The spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 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. (

Nextracker Inc. Financial Restatement Compensation Recoupment Policy.

Exhibit 97.1 NEXTRACKER INC. FINANCIAL RESTATEMENT COMPENSATION RECOUPMENT POLICY This Nextracker Inc. Financial Restatement Compensation Recoupment Policy (the “Policy”) has been adopted by the Board of Directors (the “Board”) of Nextracker Inc. (the “Company”) on August 24, 2023. This Policy provides for the recoupment of certain executive compensation in the event of an accounting restatement r

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF NEXTRACKER INC. Subsidiary Name Jurisdiction NEXTracker Australia Pty Ltd Australia Flextronics Australia Pty Ltd (subsidiary of Nextracker Australia) Australia Nextracker Brasil Ltda. Brazil Nextracker Canada Inc. Canada Nextracker Solar (Shanghai) Co., Ltd China Nextracker India Private Limited India Nextracker Italia S.r.l. Nextracker Mexico, S. de R.L. de C.V. Ital

Nextracker Reports Q4 and FY24 Financial Results Achieves Record Revenue and Profits First U.S. Solar Company to Achieve 100 Gigawatts Global Shipment Milestone

Exhibit 99.1 Nextracker Reports Q4 and FY24 Financial Results Achieves Record Revenue and Profits First U.S. Solar Company to Achieve 100 Gigawatts Global Shipment Milestone May 14, 2024 FREMONT, CALIF.- Nextracker (Nasdaq: NXT), a global market leader of intelligent solar tracker and software solutions, today announced financial results for the fourth quarter and fiscal year ended March 31, 2024.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Nextracker Inc.

Nextracker Announces Chuck Boynton as New Chief Financial Officer Current CFO, David Bennett, to become Chief Accounting Officer

Exhibit 99.1 Nextracker Announces Chuck Boynton as New Chief Financial Officer Current CFO, David Bennett, to become Chief Accounting Officer March 18, 2024 FREMONT, Calif.,– Nextracker (Nasdaq: NXT), a global market leader of intelligent solar tracker and software solutions, today announced the appointment of Charles “Chuck” Boynton as Chief Financial Officer (CFO), effective after he completes h

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Nextracker Inc.

US65290E1010 / NEXTracker Inc / TPG GP A, LLC - SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP Passive Investment

SC 13G 1 nextracker-sc13g123123.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Nextracker Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value (Titles of Class of Securities) 65290E101 (CUSIP Number) December 31, 2023 (Date of E

US65290E1010 / NEXTracker Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01551-nextrackerincclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Nextracker Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 65290E101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 December 31, 2023 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 Nextra

Nextracker Reports Q3 FY24 Financial Results Achieves Record Revenue and Profits; Raises FY24 Guidance

Exhibit 99.1 Nextracker Reports Q3 FY24 Financial Results Achieves Record Revenue and Profits; Raises FY24 Guidance January 31, 2024 FREMONT, CALIF.- Nextracker (Nasdaq: NXT), one of the world’s leading providers of intelligent solar tracker and software solutions, today announced financial results for the third quarter ended December 31, 2023. Q3 FY2024 Financial Highlights: • Revenue $710 millio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Nextracker Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2024 Nextracker Inc.

US65290E1010 / NEXTracker Inc / FLEX LTD. - SC 13G/A Passive Investment

SC 13G/A 1 ef20017767sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nextracker Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 65290E101 (CUSIP Number) January 2, 2024** (Date of Event which Requires Filing of this Statement)

US65290E1010 / NEXTracker Inc / FLEX LTD. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nextracker Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 65290E101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

Tax Matters Agreement, dated January 2, 2024, by and among Nextracker Inc., Flex Ltd. and Yuma Inc.

Exhibit 10.1 TAX MATTERS AGREEMENT by and among FLEX LTD., YUMA, INC. and NEXTRACKER INC. Dated as of January 2, 2024 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS Section 2.1 Tax Relating to Joint Returns 10 Section 2.2 Tax Relating to Separate Returns 10 Section 2.3 Certain Transaction Taxes 10 Section 2.4 Allocation of Employment Taxes 10 Sect

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2024 Nextracker Inc.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 Nextracker Inc. (Exact name of registrant as specified in its charter) Delaware 001-41617 36-5047383 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 29, 2023 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 numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 29, 2023 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 Nextr

Nextracker Inc. 6200 Paseo Padre Parkway Fremont, California 94555 (510) 270-2500

Table of Contents Filed pursuant to rule 424(b)(3) Registration No. 333-275164 Prospectus 74,432,619 Shares Class A common stock This proxy statement/prospectus is being furnished in connection with the distribution by Flex Ltd. (“Flex”) of all the shares of common stock, par value $0.001 per share (“Yuma Common Stock”), of Yuma, Inc. (“Yuma”) by way of a distribution in specie (the “Distribution”

***

FILED BY NEXTRACKER INC. PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO RULE 14a-12 UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUBJECT COMPANY: FLEX LTD. COMMISSION FILE NO.: 000-23354 DATE: October 25, 2023 The following is an excerpt from Nextracker Inc.’s Second Quarter Fiscal Year 2024 Earnings Call Webcast on October 25, 2023: Comments from Daniel Shugar, Ch

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Nextracker Inc. (Exact name of registrant as specified in its charter) Delaware 001-41617 36-5047383 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on October 25, 2023 Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTRACKER IN

Table of Contents As filed with the Securities and Exchange Commission on October 25, 2023 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Nextracker Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Nextracker Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2023 Nextracker Inc. (Exact name of registrant as specified in its charter) Delaware 001-41617 36-5047383 (State or other jurisdiction of incorporation) (Commission File N

Nextracker Announces Plan to Separate from Flex Transaction Expected to Close in Fiscal Q4, Ending March 31, 2024

Exhibit 99.1 Nextracker Announces Plan to Separate from Flex Transaction Expected to Close in Fiscal Q4, Ending March 31, 2024 October 25, 2023 FREMONT, Calif.-(BUSINESS WIRE)- Nextracker (Nasdaq: NXT), one of the world’s leading providers of intelligent solar tracker and software solutions, today announced Flex Ltd.’s plan to effect a spin-off of all of its remaining interests in Nextracker Inc.

Form of Flex Ltd. proxy card

FLEX LTD. ATTN: INVESTOR RELATIONS DEPT. 12455G RESEARCH BLVD AUSTIN, TX 78759 Exhibit 99.1   VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Follow the instructions to obtain your records and to create an electronic vo

Nextracker Announces Plan to Separate from Flex Transaction Expected to Close in Fiscal Q4, Ending March 31, 2024

Exhibit 99.1 Nextracker Announces Plan to Separate from Flex Transaction Expected to Close in Fiscal Q4, Ending March 31, 2024 October 25, 2023 FREMONT, Calif.-(BUSINESS WIRE)- Nextracker (Nasdaq: NXT), one of the world’s leading providers of intelligent solar tracker and software solutions, today announced Flex Ltd.’s plan to effect a spin-off of all of its remaining interests in Nextracker Inc.

Form of Tax Matters Agreement, by and among Flex Ltd., Yuma, Inc. and Nextracker Inc.

Exhibit 10.16 TAX MATTERS AGREEMENT by and among FLEX LTD., YUMA, INC. and NEXTRACKER INC. Dated as of [•] TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.1 General 2 ARTICLE II PAYMENTS AND TAX REFUNDS Section 2.1 Tax Relating to Joint Returns 9 Section 2.2 Tax Relating to Separate Returns 10 Section 2.3 Certain Transaction Taxes 10 Section 2.4 Determination of Tax Attributable to the Nextracke

NEXTRACKER INC. 6200 Paseo Padre Parkway Fremont, California 94555 October 25, 2023

NEXTRACKER INC. 6200 Paseo Padre Parkway Fremont, California 94555 October 25, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Jay Ingram Re: Nextracker Inc. Registration Statement on Form S-4 File No. 333-275164 Acceleration Request Requested Date: October 27, 2023 Requested Time: 4:20 P.M.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-4 (Form Type) Nextracker Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

Nextracker Reports Q2 FY24 Financial Results Record Revenue and Profits in Q2 and Raises FY24 Guidance

Exhibit 99.1 Nextracker Reports Q2 FY24 Financial Results Record Revenue and Profits in Q2 and Raises FY24 Guidance October 25, 2023 FREMONT, CALIF.- Nextracker (Nasdaq: NXT), one of the world’s leading providers of intelligent solar tracker and software solutions, today announced financial results for the second quarter ended September 29, 2023. Q2 FY2024 Financial Highlights: • Revenue $573 mill

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Nextracker Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 Nextracker Inc.

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 555 CALIFORNIA STREET SAN FRANCISCO, CA 94104 +1 415 772 1200 +1 415 772 7400 FAX AMERICA • ASIA PACIFIC • EUROPE September 19, 2023

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 555 CALIFORNIA STREET SAN FRANCISCO, CA 94104 +1 415 772 1200 +1 415 772 7400 FAX AMERICA • ASIA PACIFIC • EUROPE September 19, 2023 Via EDGAR Jay Ingram, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washin

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 8, 2023 This draft registration statement has not been publicly filed with the

Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 8, 2023 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SE

Form of Restricted Stock Unit Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan for time-based vesting awards (Executive).

Exhibit 10.1 No. ###GrantID### SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME) This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor ent

Form of Stock Option Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan for time-based vesting awards (Executive).

Exhibit 10.4 No. ###GrantID### SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AWARD AGREEMENT (TIME) This non-qualified Stock Option Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below), (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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 June 30, 2023 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

Performance Stock Unit Award Agreement under the 2022

Exhibit 10.3 No. ###GrantID### SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF PERFORMANCE STOCK UNIT AWARD AGREEMENT This Performance Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor entity o

Form of Restricted Stock Unit Award Agreement under the 2022 Nextracker Inc. Equity Incentive Plan (Director).

Exhibit 10.2 No. ###GrantID### SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT – DIRECTOR AWARD This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Grant Date (as defined below) (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any suc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Defini

Nextracker Reports First Quarter Fiscal Year 2024 Financial Results Q1 2024 Revenues of $479.5 million, up 19% year-over-year

Exhibit 99.1 Nextracker Reports First Quarter Fiscal Year 2024 Financial Results Q1 2024 Revenues of $479.5 million, up 19% year-over-year FREMONT, CALIF., July 26, 2023 – Nextracker (Nasdaq: NXT), one of the world’s leading providers of intelligent solar tracker and software solutions, today announced financial results for the first quarter ended June 30, 2023. First Quarter Fiscal 2024 Financial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 Nextracker Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2023 Nextracker Inc.

16,500,000 Shares Class A Common Stock J.P. Morgan BofA Securities Barclays Citigroup Truist Securities HSBC BNP PARIBAS Mizuho KeyBanc Capital Markets Scotiabank SMBC Nikko BTIG UniCredit Capital Markets Roth Capital Partners Craig-Hallum PJT Partne

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) File Number 333-272934 Prospectus 16,500,000 Shares Class A common stock We are offering 14,210,511 shares of our Class A common stock and certain of our stockholders affiliated with TPG are offering 2,289,489 shares of our Class A common stock.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Nextracker Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

June 26, 2023

CORRESP June 26, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Re: Nextracker Inc. Registration Statement on Form S-1 File No. 333-272934 Acceleration Request Requested Date: June 28, 2023 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: Pursuant to Rule 460 under the Securities

As filed with the Securities and Exchange Commission on June 26, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTRACKER INC. (Exac

Table of Contents As filed with the Securities and Exchange Commission on June 26, 2023 Registration No.

Form of Underwriting Agreement

EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT NEXTRACKER INC. [•] Shares of Class A Common Stock [•], 2023 J.P. Morgan Securities LLC BofA Securities, Inc. Barclays Capital, Inc. Citigroup Global Markets Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Park New

NEXTRACKER INC. 6200 Paseo Padre Parkway Fremont, California 94555 June 26, 2023

CORRESP NEXTRACKER INC. 6200 Paseo Padre Parkway Fremont, California 94555 June 26, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Gregory Herbers Re: Nextracker Inc. Registration Statement on Form S-1 File No. 333-272934 Acceleration Request Requested Date: June 28, 2023 Requested Time: 4:

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 Nextracker Inc.

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentiality submitted to the Securities and Exchange Commission on June 13, 2023 This draft registration statement has not been publicly filed with the Se

DRS Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentiality submitted to the Securities and Exchange Commission on June 13, 2023 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES S

Form of Restricted Stock Unit Award Agreement – Director Award under the 2022 Equity Incentive Plan.

Exhibit 10.13 No. ###GrantID### SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT – DIRECTOR AWARD This Restricted Stock Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of the Date of Grant described below (the “Effective Date”) by and between Nextracker Inc., a Delaware corporation and any successor

Exhibit 4.1

EX-4.1 2 d502138dex41.htm EX-4.1 Exhibit 4.1 DESCRIPTION OF SECURITIES The following description of the terms of our Class A and Class B common stock is not complete and is qualified in its entirety by reference to our amended and restated certificate of incorporation (the “Certificate of Incorporation”) and amended and restated bylaws (the “Bylaws”), each previously filed with the Securities and

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 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: Nextracker Inc. (Exact name

List of Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF NEXTRACKER INC. Subsidiary Name Jurisdiction NEXTracker Australia Pty Ltd Australia Flextronics Australia Pty Ltd (subsidiary of Nextracker Australia) Australia Nextracker Brasil Ltda Brazil Nextracker Solar (Shanghai) Co., Ltd China Nextracker India Private Limited India NEXTRACKER MÉXICO, S. DE R.L. DE C.V. Mexico Nextracker Saudi Energy LLC Saudi Arabia NEXT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Nextracker Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Nextracker Inc.

Nextracker Reports Fourth Quarter and Fiscal Year 2023 Financial Results FY 2023 Revenues of $1.9 billion, up 30% year-over-year

EX-99.1 Exhibit 99.1 Nextracker Reports Fourth Quarter and Fiscal Year 2023 Financial Results FY 2023 Revenues of $1.9 billion, up 30% year-over-year FREMONT, CALIF., MAY 10, 2023 – Nextracker (Nasdaq: NXT), one of the world’s leading providers of intelligent solar tracker and software solutions, today announced financial results for the fourth quarter and fiscal year ended March 31, 2023. Fourth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Nextracker Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2023 Nextracker Inc.

Nextracker Expands Board, Adding Two Directors

Exhibit 99.1 Nextracker Expands Board, Adding Two Directors FREMONT, Calif., April 25, 2023 - Nextracker (Nasdaq: NXT), one of the world's leading providers of intelligent solar tracker and software solutions, today announced that the size of the company’s Board of Directors has been increased from eleven to thirteen members, adding two new directors: Brandi Thomas and Kyra Whitten. Both new membe

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2023 Nextracker Inc.

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 December 31, 2022 Or ☐ TRANSITION RE

Table of Contents 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 December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Nextracker Inc. (Exact

Amended and Restated Certificate of Incorporation of Nextracker Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXTRACKER INC. Nextracker Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretary of State of the State of Delaware on December 19, 2022 (the “Origina

Amended and Restated Bylaws of Nextracker Inc.

EX-3.2 3 d474996dex32.htm EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NEXTRACKER INC. (Adopted as of February 8, 2023) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Nextracker Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certifi

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-8 Registration Statement Under the Securities Act of 1933 (Form Type) Nextracker Inc.

As filed with the Securities and Exchange Commission on February 13, 2023

As filed with the Securities and Exchange Commission on February 13, 2023 Registration No.

26,600,000 Shares Class A Common Stock J.P. Morgan BofA Securities Citigroup Barclays Truist Securities HSBC BNP PARIBAS Mizuho Scotiabank KeyBanc Capital Markets SMBC Nikko BTIG UniCredit Roth Capital Partners Craig-Hallum

Table of Contents Filed Pursuant to Rule 424(b)(4) File Number 333-269238 Prospectus 26,600,000 Shares Class A common stock This is an initial public offering of shares of Class A common stock of Nextracker Inc.

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nextracker Inc. (Exact name of registrant as specified in its charter) Delaware 36-5047383 (State of incorporation or organization) (I.R.S. Employer Identification No.) 6200 Paseo Padre Parkway Fre

As filed with the Securities and Exchange Commission on February 8, 2023

As filed with the Securities and Exchange Commission on February 8, 2023 Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Filing Fee Table

EXHIBIT 107 Calculation of Filing Fee Table Form S-1 Registration Statement Under the Securities Act of 1933 (Form Type) Nextracker Inc.

NEXTRACKER INC. 6200 Paseo Padre Parkway Fremont, California 94555 February 6, 2023

NEXTRACKER INC. 6200 Paseo Padre Parkway Fremont, California 94555 February 6, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Alex King Jay Ingram Dale Welcome Anne McConnell Re: Nextracker Inc. Registration Statement on Form S-1 File No. 333-269238 Acceleration Request Requested Date: Febr

February 6, 2023

February 6, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Alex King Jay Ingram Dale Welcome Anne McConnell Re: Nextracker Inc.. Registration Statement on Form S-1 File No. 333-269238 Acceleration Request Requested Date: February 8, 2023 Requested Time: 2:00 p.m., Eastern Standard Time Ladi

February 6, 2023

CORRESP 1 filename1.htm SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5300 +1 212 839 5599 Fax AMERICA ● ASIA PACIFIC ● EUROPE February 6, 2023 Via EDGAR Alex King, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Nextracker Inc. Amendment No. 2 to Registration Stateme

As filed with the Securities and Exchange Commission on February 6, 2023

S-1/A As filed with the Securities and Exchange Commission on February 6, 2023 Registration No.

Consent to be named as a director nominee (Steven Mandel)

EX-23.10 EXHIBIT 23.10 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registr

Consent to be named as a director nominee (Jonathan Coslet)

EX-23.7 EXHIBIT 23.7 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registrat

Form of Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan.

Exhibit 10.10 SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN ARTICLE 1. PURPOSES OF THE PLAN. The purposes of the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (the “Plan”) are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants, to give recognition to the contributions made or

Form of Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC.

EX-10.1 4 d139910dex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTRACKER LLC a Delaware Limited Liability Company Dated as of [•], 2023 Limited liability company interests in Nextracker LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulatory auth

Consent to be named as a director nominee (Michael Hartung)

EX-23.8 EXHIBIT 23.8 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registrat

Consent to be named as a director nominee (Rebecca Sidelinger)

EX-23.13 EXHIBIT 23.13 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registr

Form of Credit Agreement by and among Nextracker Inc., the Other Holding Entities Party Thereto, Nextracker LLC, the Lenders Party Thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Sumitomo Mitsui Banking Corporation, Unicredit Bank AG, New York Branch and U.S. Bank National Association, as Co-Documentation Agents

Exhibit 10.22 CREDIT AGREEMENT dated as of February [●], 2023 among NEXTRACKER INC., as Parent, The Other Holding Entities Party Hereto, NEXTRACKER LLC, as the Borrower, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and SUMITOMO MITSUI BANKING CORPORATION, UNICREDIT BANK AG, NEW YORK BRANCH and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents JPMORGAN CHAS

Consent to be named as a director nominee (Scott Offer)

EX-23.11 EXHIBIT 23.11 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registr

Consent to be named as a director nominee (William Watkins)

EX-23.14 EXHIBIT 23.14 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registr

Consent to be named as a director nominee (Willy Shih)

EX-23.12 EXHIBIT 23.12 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registr

Form of Amended and Restated Separation Agreement by and among Flex Ltd., Nextracker LLC, Nextracker Inc. and Flextronics International USA, Inc.

Exhibit 10.5 AMENDED AND RESTATED SEPARATION AGREEMENT by and among FLEX LTD., NEXTRACKER LLC, NEXTRACKER INC. and, solely for the purposes of Section 3.8, FLEXTRONICS INTERNATIONAL USA, INC. Dated as of [•], 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION 3 Section 1.1 General 3 Section 1.2 References; Interpretation 22 Section 1.3 Amendment and Restatement 23 ARTICLE II THE

As filed with the Securities and Exchange Commission on February 1, 2023

S-1/A 1 d139910ds1a.htm S-1/A As filed with the Securities and Exchange Commission on February 1, 2023 Registration No. 333-269238 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTRACKER INC. (Exact name of registrant as specified in its charter) Delaware 3990 36-5047383 (State or other j

Form of Underwriting Agreement

EX-1.1 2 d139910dex11.htm EX-1.1 Exhibit 1.1 UNDERWRITING AGREEMENT NEXTRACKER INC. [●] Shares of Class A Common Stock [●], 2023 J.P. Morgan Securities LLC BofA Securities, Inc. Citigroup Global Markets Inc. Barclays Capital, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Nextracker Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forw

Consent to be named as a director nominee (Paul Lundstrom)

EX-23.9 EXHIBIT 23.9 CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, the undersigned hereby consents to be named in the Registration Statement on Form S-1 of Nextracker Inc., a Delaware corporation (the “Company”), and any amendments or supplements thereto, including the prospectus contained therein, and any related registrat

Form of General Business Agreement, by and among Nextracker LLC and Flextronics Industrial Ltd.

**Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.

Form of Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc., and Yuma Acquisition Corp.

Exhibit 10.16 AGREEMENT AND PLAN OF MERGER by and among FLEX LTD., YUMA, INC., NEXTRACKER INC. AND YUMA ACQUISITION CORP. Dated as of [●], 2023 TABLE OF CONTENTS Page ARTICLE I ELECTION NOTICE; PRE-CLOSING DISTRIBUTION OF NEWCO SHARES 3 1.1 Merger Notice 3 1.2 Distribution of Newco Shares to Flex Shareholders 3 ARTICLE II THE MERGER 4 2.1 Closing Date 4 2.2 The Closing 4 2.3 Effective Time 4 2.4 C

As filed with the Securities and Exchange Commission on January 24, 2023

Table of Contents As filed with the Securities and Exchange Commission on January 24, 2023 Registration No.

Form of Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC

Exhibit 10.1 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTRACKER LLC a Delaware Limited Liability Company Dated as of [•], 2023 Limited liability company interests in Nextracker LLC, a Delaware limited liability company, have not been registered with or qualified by the Securities and Exchange Commission or any securities regulatory authority of any state. The interests ar

Form of Tax Receivable Agreement

Exhibit 10.3 TAX RECEIVABLE AGREEMENT among NEXTRACKER INC., and THE PERSONS NAMED HEREIN Dated as of [•] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 5 Section 1.1 Definitions 5 ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT 14 Section 2.1 Basis Schedule 14 Section 2.2 Tax Benefit Schedule 14 Section 2.3 Procedures; Amendments 15 ARTICLE III TAX BENEFIT PAYMENTS 16 Section 3.1 Payments

Form of Letter Agreement

Exhibit 10.4 Nextracker Inc. Nextracker LLC The Rise Fund II BDH, LP TPG Rise Climate BDH, LP TPG Rise Climate Flash CI BDH, LP TPG Rise Flash, L.P. Yuma Subsidiary, Inc. Yuma, Inc. [Delivered via Email] LETTER AGREEMENT Reference is made to the Tax Receivable Agreement, dated as of the date hereof (the “Tax Receivable Agreement”), among Nextracker Inc., a Delaware corporation (the “Corporate Taxp

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Nextracker Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Carry Forw

Subsidiaries of the registrant

Exhibit 22.1 Subsidiaries of Nextracker Inc. Subsidiary Name Jurisdiction NEXTracker Australia Pty Ltd Australia Flextronics Australia Pty Ltd (subsidiary of Nextracker Australia) Australia Nextracker Brasil Ltda Brazil Nextracker Solar (Shanghai) Co., Ltd China Nextracker India Private Limited India NEXTRACKER MÉXICO, S. DE R.L. DE C.V. Mexico Nextracker Saudi Energy LLC Saudi Arabia NEXTRACKER S

Senior Secured Credit Facilities Commitment Letter

Exhibit 10.22 JPMORGAN CHASE BANK, N.A. 383 Madison Avenue New York, NY 10179 BANK OF AMERICA, N.A. BOFA SECURITIES, INC. One Bryant Park New York, NY 10036 CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, NY 10013 BARCLAYS 745 Seventh Avenue New York, NY 10019 BNP PARIBAS SECURITIES CORP. BNP PARIBAS 787 Seventh Avenue New York, NY 10019 HSBC BANK USA, N.A. 452 Fifth Avenue New York,

Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive)

Exhibit 10.11 No. «GrantID» FIRST AMENDED AND RESTATED 2022 NEXTRACKER LLC EQUITY INCENTIVE PLAN FORM OF RESTRICTED INCENTIVE UNIT AWARD AGREEMENT – INITIAL AWARD (TIME) This Restricted Incentive Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of [<>], (the “Effective Date”) by and between Nextracker LLC, a Delaware limited liability company and any successor

As filed with the Securities and Exchange Commission on January 13, 2023

S-1 1 d139910ds1.htm S-1 As filed with the Securities and Exchange Commission on January 13, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEXTRACKER INC. (Exact name of registrant as specified in its charter) Delaware 3990 00-0000000 (State or other jurisdiction of incorporation o

Form of Second Amended and Restated Employee Matters Agreement by and among Flex Ltd., Nextracker LLC and Flextronics International USA, Inc.

Exhibit 10.8 SECOND AMENDED AND RESTATED EMPLOYEE MATTERS AGREEMENT by and among FLEX LTD., NEXTRACKER LLC and FLEXTRONICS INTERNATIONAL USA, INC. Dated as of [•], 2022 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INTERPRETATION Section 1.1 General 1 Section 1.2 References; Interpretation 6 Section 1.3 Joinder of Nextracker PubCo 6 Section 1.4 Amendment and Restatement 7 Section 1.5 Effectiveness 7

Flextronics Manufacturing Services Agreement dated as of February 18, 2015

**Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.

Form of Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (“2022 Equity Incentive Plan”)

Exhibit 10.10 SECOND AMENDED AND RESTATED 2022 NEXTRACKER INC. EQUITY INCENTIVE PLAN ARTICLE 1. PURPOSES OF THE PLAN. The purposes of the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (the “Plan”) are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants, to give recognition to the contributions made or

Form of Amendment to the Transition Services Agreement

EX-10.7 7 d139910dex107.htm EX-10.7 Exhibit 10.7 AMENDMENT TO TRANSITION SERVICES AGREEMENT This Amendment to the Transition Services Agreement (the “Amendment”), effective as of February 1, 2023 (the “Amendment Effective Date”), between Flextronics International USA, Inc., a California corporation (“Flex”), and Nextracker LLC, a Delaware limited liability company (“OpCo”, and together with Flex,

Form of Indemnification Agreement

Exhibit 10.15 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this [ insert day ] day of [ insert month ] [ insert year ] between Nextracker Inc. (the “Company”), a Delaware corporation, and , a director and/or officer of the Company (the “Indemnitee”). RECITALS A. The Indemnitee, an officer, director and/or Agent of the Company, performs a valu

Form of Restricted Incentive Unit Award Agreement under the 2022 Equity Incentive Plan for performance-based vesting awards (Executive)

EX-10.12 12 d139910dex1012.htm EX-10.12 Exhibit 10.12 No. «GrantID» FIRST AMENDED AND RESTATED 2022 NEXTRACKER LLC EQUITY INCENTIVE PLAN FORM OF RESTRICTED INCENTIVE UNIT AWARD AGREEMENT – INITIAL AWARD (PERFORMANCE) This Restricted Incentive Unit Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of [<>], (the “Effective Date”) by and between Nextracker LLC, a Delaw

Form of Unit Option Award Agreement under the 2022 Equity Incentive Plan for time-based vesting awards (Executive)

Exhibit 10.13 No. «GrantID» FIRST AMENDED AND RESTATED 2022 NEXTRACKER LLC EQUITY INCENTIVE PLAN FORM OF UNIT OPTION AWARD AGREEMENT – INITIAL AWARD (TIME AND PERFORMANCE) This non-qualified Unit Option Award Agreement (the “Agreement” or this “Agreement”) is made and entered into as of [<>], (the “Effective Date”) by and between Nextracker LLC, a Delaware limited liability company and any success

Amended and Restated Bylaws of Nextracker Inc. (incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (No. 333-269238), filed with the Commission on January 13, 2023).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NEXTRACKER INC. (Adopted as of [*]) ARTICLE I OFFICES Section 1.01 Registered Office. The address of the registered office of Nextracker Inc. (hereinafter the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Amended and Restated Certificate of Incorporation of the Corporation, as t

Form of Exchange Agreement

EX-10.2 5 d139910dex102.htm EX-10.2 Exhibit 10.2 EXCHANGE AGREEMENT EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2023, by and among Nextracker LLC, a Delaware limited liability company (the “Company”), and Nextracker Inc., a Delaware corporation and the sole managing member of the Company (“PubCo”), and the holders of Common Units (as defined below) and shares of Class B Common Stock (a

Amended and Restated Certificate of Incorporation of Nextracker Inc. (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (No. 333-269238), filed with the Commission on January 13, 2023).

EX-3.1 2 d139910dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NEXTRACKER INC. Nextracker Inc. is a corporation organized and existing under the laws of the State of Delaware (the “Corporation”). This Amended and Restated Certificate of Incorporation of the Corporation (as the same may be further amended and/or restated, this “Certificate of Incorporation”), has

Transition Services Agreement among Flextronics International USA, Inc. and Nextracker LLC dated as of February 1, 2022 (“Transition Services Agreement”)

Exhibit 10.6 TRANSITION SERVICES AGREEMENT among FLEXTRONICS INTERNATIONAL USA, INC. and NEXTRACKER LLC dated as of February 1, 2022 TRANSITION SERVICES AGREEMENT This Transition Services Agreement (this “Agreement”), is entered into on February 1, 2022 (the “Effective Date”) by and among Flextronics International USA, Inc., a California corporation (“Flex”); Nextracker LLC, a Delaware limited lia

Form of Registration Rights Agreement

EX-10.9 9 d139910dex109.htm EX-10.9 Exhibit 10.9 REGISTRATION RIGHTS AGREEMENT among NEXTRACKER INC., YUMA, INC., YUMA SUBSIDIARY, INC., TPG RISE FLASH, L.P. AND THE HOLDERS PARTY HERETO DATED [ ], 2023 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II DEMAND AND SHELF REGISTRATION 4 Section 2.1 Right to Demand; Demand Notices 4 Section 2.2 Shelf Registration 4 Section

Specimen Class A Common Stock Certificate

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# CLASS A COMMON STOCK CLASS A COMMON STOCK PAR VALUE $.0001 Certificate Number ZQ00000000 Shares * * 000000 ****************** * * * 000000 ***************** **** 000000 **************** ***** 000000 *************** ****** 000000 ************** NEXTRACKER INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE December 20, 2022

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Flextronics Manufacturing Services Agreement

**Portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K.

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on December 20, 2022. This draft registration statement has not been publicly filed with th

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on December 20, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 21, 2022. This draft registration statement has not been publicly filed with th

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 21, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No

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Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE November 21, 2022 Via EDGAR Sergio Chinos, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington,

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 22, 2022. This draft registration statement has not been publicly filed with t

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 22, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration N

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE September 22, 2022

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Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on December 10, 2021. This draft registration statement has not been publicly filed with th

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on December 10, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 24, 2021. This draft registration statement has not been publicly filed with t

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on September 24, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration N

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DRSLTR 1 filename1.htm Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE September 24, 2021 Via EDGAR and Federal Express Sergio Chinos, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of M

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 30, 2021. This draft registration statement has not been publicly filed with the Se

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on July 30, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 33

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DRSLTR 1 filename1.htm Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE July 30, 2021 Via EDGAR and Federal Express Sergio Chinos, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of Manufa

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 14, 2021. This draft registration statement has not been publicly filed with the Se

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 33

June 14, 2021

DRSLTR 1 filename1.htm SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE June 14, 2021 Via EDGAR and Federal Express Sergio Chinos, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Nextracker Inc. Amendment No. 1 to

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on May 14, 2021. This draft registration statement has not been publicly filed with the Sec

DRS/A 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on May 14, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333

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DRSLTR 1 filename1.htm Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 SIDLEY AUSTIN LLP 787 SEVENTH AVENUE NEW YORK, NY 10019 +1 212 839 5300 +1 212 839 5599 FAX AMERICA • ASIA PACIFIC • EUROPE May 14, 2021 Via EDGAR and Federal Express Sergio Chinos, Esquire United States Securities and Exchange Commission Division of Corporation Finance Office of Manufac

Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on April 8, 2021. This draft registration statement has not been publicly filed with the Se

DRS 1 filename1.htm Table of Contents Confidential Treatment Requested by Nextracker Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on April 8, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-