Sec Form 4 Filing - Bennett David P @ Nextracker Inc. - 2024-01-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bennett David P 2. Issuer Name and Ticker or Trading Symbol Nextracker Inc. [ NXT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O NEXTRACKER INC., 6200 PASEO PADRE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2024 (Street) FREMONT, CA94555 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/17/2024( 1 )( 2 ) A 5,544 ( 2 ) ( 3 ) ( 4 ) A $ 0 ( 2 ) ( 3 ) 11,106 ( 2 ) ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett David P C/O NEXTRACKER INC. 6200 PASEO PADRE PARKWAY FREMONT, CA94555 Chief Financial Officer Signatures /s/ Leah Schlesinger, Attorney-in-Fact for David Bennett 01/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 2, 2024, Flex Ltd. ("Flex") completed a distribution of all of the shares of common stock of Yuma, Inc. ("Yuma Shares") to Flex shareholders on a pro rata basis based on the number of ordinary shares of Flex (each, a "Flex Share") held by each Flex shareholder (the "Distribution") as of December 29, 2023, pursuant to that certain Agreement and Plan of Merger by and among Nextracker Inc. ("Nextracker"), Flex, Yuma, Inc. and Yuma Acquisition Corp. ("Merger Sub"), dated as of February 7, 2023 (the "Merger Agreement"). Upon the consummation of the Distribution, on January 2, 2024, Flex completed the merger of Yuma Inc. with and into Merger Sub, with Yuma surviving the merger as a wholly owned subsidiary of Nextracker (the "Merger" and, together with the Distribution, the "Transactions"). ( 2 )In connection with the Transactions, pursuant to the terms of the Second Amended and Restated Employee Matters Agreement, dated as of July 31, 2022, by and between Flex and Nextracker (the "EMA"), all outstanding restricted stock units with respect to Flex Shares ("Flex RSUs") held by the Reporting Person were assumed and converted into RSUs with respect to Nextracker's Class A Common Stock ("Nextracker RSUs"), with the number of Nextracker RSUs determined by multiplying (a) the number of Flex RSUs held by the Reporting Person immediately before the Transactions by (b) the "Nextracker Adjustment Ratio," as determined by the Board of Directors of Flex in accordance with the EMA. ( 3 )Represents the grant of Nextracker RSUs upon the assumption and conversion of the Flex RSUs held by the Reporting Person in connection with the Transactions, in accordance with the terms of the EMA. The Nextracker RSUs were granted pursuant to the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan on generally the same terms and conditions (including vesting and payment schedules) as were applicable to the corresponding Flex RSUs immediately prior to the Transactions. ( 4 )The Nextracker RSUs vest 100% on June 9, 2024, subject to the Reporting Person's continued service to Nextracker through the relevant vesting date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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