nxt-20250627

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 Inc.
			(Exact name of registrant as specified in its charter)


Delaware		36-5047383
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

6200 Paseo Padre Parkway, Fremont, California 94555
(Address, including zip code of registrant’s principal executive offices)

	(510) 270-2500
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

NXT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 28, 2025, there were 147,963,974 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class B common stock outstanding.


	TABLE OF CONTENTS
	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements:	2
	Unaudited Condensed Consolidated Balance Sheets as of June 27, 2025 and March 31, 2025	2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month periods ended June 27, 2025 and June 28, 2024	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three-month periods ended June 27, 2025 and June 28, 2024	4
	Unaudited Condensed Consolidated Statements of Cash Flows for three-month periods ended June 27, 2025 and June 28, 2024	5
	Notes to the Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3.	Defaults Upon Senior Securities	56
Item 4.	Mine Safety Disclosures	56
Item 5.	Other Information	57
Item 6.	Exhibits	58
Signatures		59

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Nextracker Inc.

Unaudited condensed consolidated balance sheets

(In thousands, except share and per share amounts)


	As of June 27, 2025		As of March 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	743,402	$	766,103
Accounts receivable, net of allowance of $1,433 and $1,472, respectively	553,578		472,462
Contract assets	384,683		405,890
Inventories	227,133		209,432
Section 45X credit receivable	221,245		215,616
Other current assets	102,903		88,483
Total current assets	2,232,944		2,157,986
Property and equipment, net	72,422		60,395
Goodwill	444,923		371,018
Other intangible assets, net	68,949		53,241
Deferred tax assets	511,255		498,778
Other assets	59,446		51,098
Total assets	$	3,389,939	$	3,192,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	581,454	$	585,299
Accrued expenses	85,990		97,000
Deferred revenue	261,688		247,127


Other current liabilities	102,859		104,086
Total current liabilities	1,031,991		1,033,512

Tax receivable agreement (TRA) liability	391,939		394,879
Long-term deferred revenue	101,452		96,635
Other liabilities	57,413		39,360
Total liabilities	1,582,795		1,564,386
Commitments and contingencies (Note 7)


Stockholders’ equity:
Class A common stock, $0.0001 par value, 900,000,000 shares authorized, 147,963,974 shares and 145,648,231 shares issued and outstanding, respectively	15		15

Additional paid-in-capital	4,208,133		4,185,823
Accumulated deficit	(2,400,227)		(2,557,410)
Accumulated other comprehensive loss	(777)		(298)


Total stockholders’ equity	1,807,144		1,628,130
Total liabilities and stockholders’ equity	$	3,389,939	$	3,192,516

The accompanying notes are an integral part of these condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of operations and comprehensive income

(In thousands, except share and per share amounts)


	Three-month periods ended
	June 27, 2025		June 28, 2024
Revenue	$	864,253	$	719,921
Cost of sales	582,527		482,481
Gross profit	281,726		237,440
Selling, general and administrative expenses	73,936		60,827
Research and development	21,560		16,519
Operating income	186,230		160,094
Interest expense	1,216		3,280
Other (income) expense, net	(5,953)		4,868
Income before income taxes	190,967		151,946
Provision for income taxes	33,784		27,152
Net income and comprehensive income	157,183		124,794
Less: Net income attributable to non-controlling interests	—		3,094
Net income attributable to Nextracker Inc.	$	157,183	$	121,700

Earnings per share attributable to Nextracker Inc. common stockholders
Basic	$	1.06	$	0.86
Diluted	$	1.04	$	0.84
Weighted-average shares used in computing per share amounts:
Basic	147,631,000		142,102,503
Diluted	150,900,696		149,233,237

The accompanying notes are an integral part of these condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of stockholders’ equity

(In thousands, except share amounts)


	Class A common stock
Three-month period ended June 27, 2025	Shares outstanding	Amounts		Additional paid-in-capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Total Nextracker Inc. stockholders’ equity		Total stockholders’ equity
BALANCE AT MARCH 31, 2025	145,648,231	$	15	$	4,185,823	$	(2,557,410)	$	(298)	$	1,628,130	$	1,628,130
Net income	—	—		—		157,183		—		157,183		157,183
Stock-based compensation expense	—	—		22,310		—		—		22,310		22,310
Vesting of Nextracker Inc. RSU and PSU awards	2,315,743	—		—		—		—		—		—




Total other comprehensive loss	—	—		—		—		(479)		(479)		(479)
BALANCE AT JUNE 27, 2025	147,963,974	$	15	$	4,208,133	$	(2,400,227)	$	(777)	$	1,807,144	$	1,807,144


	Class A common stock			Class B common stock
Three-month period ended June 28, 2024	Shares outstanding	Amounts		Shares outstanding	Amounts		Additional paid-in-capital		Accumulated deficit		Accumulated other comprehensive income (loss)		Total Nextracker Inc. stockholders' equity		Non-controlling interests		Total stockholders' equity
BALANCE AT MARCH 31, 2024	140,773,223	$	14	3,856,175	$	—	$	4,027,560	$	(3,066,578)	$	17	$	961,013	$	31,015	$	992,028
Net income	—	—		—	—		—		121,700		—		121,700		3,094		124,794
Stock-based compensation expense	—	—		—	—		21,901		—		—		21,901		—		21,901
Vesting of Nextracker Inc. RSU awards	670,734	—		—	—		—		—		—		—		—		—
Shares exchanged by non-controlling interest holders	1,947,348	—		(1,947,348)	—		13,551		—		—		13,551		(13,551)		—
TRA revaluation	—	—		—	—		3,761		—		—		3,761		—		3,761
Tax distribution	—	—		—	—		—		—		—		—		(5,314)		(5,314)
Total other comprehensive income	—	—		—	—		—		—		(539)		(539)		—		(539)
BALANCE AT JUNE 28, 2024	143,391,305	$	14	1,908,827	$	—	$	4,066,773	$	(2,944,878)	$	(522)	$	1,121,387	$	15,244	$	1,136,631

The accompanying notes are an integral part of these condensed consolidated financial statements.

Nextracker Inc.

Unaudited condensed consolidated statements of cash flows

(In thousands)


	Three-month periods ended
	June 27, 2025		June 28, 2024
Cash flows from operating activities:
Net income	$	157,183	$	124,794
Depreciation and amortization of intangible assets	5,789		941
Changes in working capital and other, net	(81,648)		(4,889)
Net cash provided by operating activities	81,324		120,846
Cash flows from investing activities:
Purchases of property and equipment	(11,258)		(2,890)

Payment for acquisitions, net of cash acquired	(86,813)		(110,165)

Net cash used in investing activities	(98,071)		(113,055)
Cash flows from financing activities:
Repayment of bank borrowings	—		(937)


Payment of revolver issuance costs	—		(3,715)
TRA payment	(2,944)		—
Distribution to former non-controlling interest holder	(3,010)		(5,314)


Net cash used in financing activities	(5,954)		(9,966)

Net decrease in cash and cash equivalents	(22,701)		(2,175)
Cash and cash equivalents beginning of period	766,103		474,054
Cash and cash equivalents end of period	$	743,402	$	471,879

Non-cash investing and financing activities:
Unpaid purchases of property and equipment	$	1,415	$	612

Right-of-use assets obtained in exchange of lease liabilities	884		11,161
Unpaid purchase of intangible assets	372		—
TRA revaluation	—		3,761

The accompanying notes are an integral part of these condensed consolidated financial statements.

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NEXTRACKER

Notes to the unaudited condensed consolidated financial statements

1.Description of business and organization of Nextracker Inc.

Nextracker Inc. and its subsidiaries (“Nextracker”, “we”, the “Company”) is a leading solar technology platform provider used in power plants around the world. Nextracker's products enable solar panels to follow the sun’s movement across the sky and optimize performance. With products operating in more than forty countries worldwide, Nextracker offers solar tracker technologies and innovative solutions that accelerate solar power plant construction, increase performance, and enhance long-term reliability. Nextracker has operations in the United States, Brazil, Argentina, Peru, Mexico, Spain and other locations in Europe, India, Australia, the Middle East and Africa.

2.Summary of accounting policies

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2025, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company’s financial statements fairly have been included. Operating results for the three-month period ended June 27, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2026 or any future period. The condensed consolidated balance sheet as of March 31, 2025 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and accounts within Nextracker have been eliminated.

The first quarters for fiscal years 2026 and 2025 ended on June 27, 2025 (88 days) and June 28, 2024 (89 days), respectively.

Translation of foreign currencies

The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other (income) expense, net in the accompanying condensed consolidated statements of operations and comprehensive income. The Company recognized foreign currency exchange losses of $0.3 million and $9.8 million during the three-month period ended June 27, 2025 and June 28, 2024, respectively, driven by unfavorable exchange rate fluctuations in certain currencies.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans and fair values of assets obtained and liabilities assumed in business combinations. Due to geopolitical conflicts (including the Russian invasion of Ukraine and the conflicts in the Middle East), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the condensed consolidated financial statements.

Accounting for business acquisitions

From time to time, the Company pursues business acquisitions. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company’s condensed consolidated financial statements from the acquisition dates

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NEXTRACKER

Notes to the unaudited condensed consolidated financial statements

forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, contingent earnout, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill.

The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further review from management and may change between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company’s condensed consolidated financial position and results of operations.

Product warranty

Nextracker offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging from two to ten years, depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on the Company’s warranty model, which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from Nextracker specific projects. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary.

The following table summarizes the activity related to the estimated accrued warranty reserve for the three-month periods ended June 27, 2025 and June 28, 2024:


	Three-month periods ended
	June 27, 2025		June 28, 2024
	(In thousands)
Beginning balance	$	17,981	$	12,511
Provision for warranties issued	2,323		489
Payments	(1,832)		(1,360)
Ending balance	$	18,472	$	11,640

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Nextracker’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects.

Other current assets

Other current assets include short-term deposits and advances of $48.6 million and $50.2 million as of June 27, 2025 and March 31, 2025, respectively, primarily related to advance payments to certain vendors for procurement of inventory.

Deferred tax assets

Deferred tax assets of $511.3 million and $498.8 million as of June 27, 2025 and March 31, 2025, respectively, are primarily related to the Company’s investment in Nextracker LLC as described in Note 13 in the notes to the consolidated financial statements included in the Form 10-K.

Accrued expenses

Accrued expenses include accruals primarily for freight and tariffs of $48.2 million and $42.9 million as of June 27, 2025 and March 31, 2025, respectively. In addition, accrued expenses also include $37.8 million and $54.1 million of accrued payroll as of June 27, 2025 and March 31, 2025, respectively.

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NEXTRACKER

Notes to the unaudited condensed consolidated financial statements

TRA liability

TRA liability related to the amount expected to be paid to Flex Ltd. (“Flex”), TPG Inc. (“TPG”) and TPG Rise Climate Flash Cl BDH, L.P., TPG Rise Climate BDH, L.P. and The Rise Fund II BDH, L.P. (collectively, the “TPG Affiliates”) pursuant to the Tax Receivable Agreement (as defined below), were $416.4 million and $419.4 million, as of June 27, 2025 and March 31, 2025, respectively, of which $391.9 million and $394.9 million, respectively, were included in TRA liabilities and $24.5 million and $24.5 million, respectively, were included in other current liabilities on the condensed consolidated balance sheets. During three-month period ended June 27, 2025, a payment of $2.9 million was made to Flex, TPG and the TPG Affiliates, which is presented as a financing activity on the condensed consolidated statement of cash flows.

Other liabilities

Other liabilities primarily consist of long-term lease liabilities of $26.6 million and $25.6 million and long-term portion of standard product warranty liabilities of $8.0 million and $6.4 million as of June 27, 2025 and March 31, 2025, respectively.

Recently issued accounting pronouncement

Accounting Standards Update (“ASU”) 2024-03 and 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: In November 2024, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard requiring a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The annual reporting requirements of the new standard are effective for the Company beginning in fiscal year 2028 and interim reporting requirements are effective beginning in the first quarter of fiscal year 2029, with early adoption permitted. The Company expects to adopt the new guidance in fiscal year 2028 with an immaterial impact on its consolidated financial statements.

ASU 2023-09, Improvements to Income Tax Disclosures: In December 2023, the FASB issued a new accounting standard to expand the disclosure requirements for income taxes, specifically related to rate reconciliation and income taxes paid. The new standard is effective for the Company beginning in fiscal year 2026 with early adoption permitted. The Company expects to adopt the new guidance in the fourth quarter of fiscal year 2026 with an immaterial impact on its consolidated financial statements.

3.Revenue

Based on Accounting Standards Codification (“ASC”) 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextracker’s revenue disaggregated based on timing of transfer-point in time and over time for the three-month periods ended June 27, 2025 and June 28, 2024:


	Three-month periods ended
	June 27, 2025		June 28, 2024
	(In thousands)
Timing of Transfer
Point in time	$	16,963	$	10,720
Over time	847,290		709,201
Total revenue	$	864,253	$	719,921

Contract balances

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the condensed consolidated balance sheets. Nextracker’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $384.7 million and $405.9 million as of June 27, 2025 and March 31, 2025, respectively, are presented in the condensed consolidated balance sheets, of which $164.7 million and $140.4 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as

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NEXTRACKER

Notes to the unaudited condensed consolidated financial statements

milestones reached or completed rows delivered. Contract assets decreased by $21.2 million from March 31, 2025 to June 27, 2025 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time.

During the three-month periods ended June 27, 2025 and June 28, 2024, Nextracker converted $151.6 million and $101.8 million of deferred revenue to revenue, respectively, which represented 44% and 35%, respectively, of the beginning period balance of deferred revenue.

Remaining performance obligations

As of June 27, 2025, Nextracker had $363.1 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 72% of these performance obligations in the next 12 months. The remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects.

4.Goodwill and intangible assets

Goodwill

During the three-month period ended June 27, 2025, additions to the Company’s goodwill are driven by its acquisitions of Bentek Corporation (“Bentek”) and OnSight Technology, Inc. (“OnSight”) as further described in Note 10.

The following table summarizes the activity in the Company’s goodwill during the three-month period ended June 27, 2025 (in thousands):


Balance as of March 31, 2025	$	371,018
Additions	73,905

Balance as of June 27, 2025	$	444,923

Other intangible assets

During the three-month period ended June 27, 2025, the total gross value of other intangible assets increased by $17.8 million, consisting of $15.9 million of developed technology and $1.9 million of trade name. This increase is primarily driven by the recent business acquisitions as further described in Note 10.

The components of identifiable intangible assets are as follows:


	As of June 27, 2025						As of March 31, 2025
	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
	(In thousands)
Developed technology	$	55,092	$	(3,466)	$	51,626	$	39,200	$	(2,394)	$	36,806
Customer relationships	18,000		(3,679)		14,321		18,000		(2,779)		15,221
Trade name and other intangibles	4,894		(1,892)		3,002		3,018		(1,804)		1,214
Total	$	77,986	$	(9,037)	$	68,949	$	60,218	$	(6,977)	$	53,241

The gross carrying amount of other intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations during the three-month periods ended June 27, 2025 and June 28, 2024 were as follows:


	Three-month periods ended
	June 27, 2025		June 28, 2024
	(In thousands)
Cost of sales	$	1,159	$	88
Selling general and administrative expense	900		—
Total amortization expense	$	2,059	$	88

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NEXTRACKER

Notes to the unaudited condensed consolidated financial statements

The estimated future annual amortization expense for the acquired finite-lived intangible assets as of June 27, 2025 is as follows:


Fiscal year ending March 31,	Amount
	(In thousands)
2026 (1)	$	8,116
2027	10,397
2028	9,531
2029	9,284
2030	6,330
Thereafter	25,273
Total amortization expense	$	68,931

(1)Represents estimated amortization for the remaining fiscal nine-month period ending March 31, 2026.

5.Stock-based compensation

The Company adopted the First Amended and Restated 2022 Nextracker LLC Equity Incentive Plan in April 2022 (the “LLC Plan”), which provides for the issuance of options, unit appreciation rights, performance units, performance incentive units, restricted incentive units and other unit-based awards to employees, directors and consultants of the Company. Additionally, in connection with the Company’s IPO, the Company approved the Second Amended and Restated 2022 Nextracker Inc. Equity Incentive Plan (together with the LLC Plan, the “2022 Plan”) to reflect, among other things, that the underlying equity interests with respect to awards issued under the LLC Plan shall, in lieu of common units of Nextracker LLC (the “LLC”), relate to Class A common stock of Nextracker for periods from and after the closing of the IPO.

The following table summarizes the Company’s stock-based compensation expense:


	Three-month periods ended
	June 27, 2025		June 28, 2024
	(In thousands)
Cost of sales	$	2,238	$	3,780
Selling, general and administrative expenses	18,492		15,287
Research and development	1,580		2,834
Total stock-based compensation expense	$	22,310	$	21,901

During the three-month period ended June 27, 2025, the Company granted 0.4 million time-based unvested restricted share units (“RSU”) awards to certain of its employees under the 2022 Plan. The vesting for these unvested RSU awards is contingent upon time-based vesting with continued service over a three-year period from the grant date, with a portion of the awards vesting at the end of each year. The weighted average fair value per share of the RSUs granted during the period was estimated to be $56.05 per award.

In addition, the Company also granted 0.4 million performance-based vesting (“PSU”) awards whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2028, and (ii) the achievement of certain metrics specific to the Company, which could result in a range of 0-300% of such PSUs ultimately vesting. The weighted average fair value per share of the PSUs granted during the three-month period ended June 27, 2025 was estimated to be $76.04 per award. The fair value of these PSU awards granted during the three-month period ended June 27, 2025 was determined using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards.

Further, the Company granted 0.2 million options awards that will cliff-vest on the third anniversary of the grant date, subject generally to continuous service through such vesting date. The exercise price for the shares underlying such options is equal to $56.05 per award, which corresponds to the Company’s closing price per share as of the grant date of the awards. The fair value of these options awards granted during the three-month period ended June 27, 2025 was estimated to be $32.60 based on a Black-Scholes option pricing model.

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NEXTRACKER

Notes to the unaudited condensed consolidated financial statements

Additionally, during the three-month period ended June 27, 2025, an immaterial number of awards were forfeited due to employee terminations.

The total unrecognized compensation expense related to unvested awards under the 2022 Plan as of June 27, 2025 was approximately $165.2 million, which is expected to be recognized over a weighted-average period of approximately 2.0 years.

6.Earnings per share

Basic earnings per share excludes dilution and is computed by dividing net income available to Nextracker Inc. common stockholders by the weighted-average number of shares of Class A common stock outstanding during the applicable periods.

Diluted earnings per share reflects the potential dilution from stock-based compensation awards. The potential dilution from awards was computed using the treasury stock method based on the average fair market value of the Company’s common stock for the period. Additionally, the potential dilution impact of Class B common stock convertible into Class A common stock was also considered in the calculation.

The computation of earnings per share and weighted average shares outstanding of the Company’s common stock for the period is presented below:


	Three-month periods ended
	June 27, 2025					June 28, 2024
	Income		Weighted average shares outstanding	Per share		Income		Weighted average shares outstanding	Per share
	Numerator		Denominator	Amount		Numerator		Denominator	Amount
	(In thousands, except share and per share amounts)
Basic EPS
Net income attributable to Nextracker Inc. common stockholders	$	157,183	147,631,000	$	1.06	$	121,700	142,102,503	$	0.86

Effect of Dilutive Impact
Common stock equivalents from options awards (1)			1,438,906					1,387,924
Common stock equivalents from RSUs (2)			1,127,229					1,463,182
Common stock equivalents from PSUs (3)			703,561					1,233,025
Income attributable to non-controlling interests and common stock equivalent from Class B common stock	$	—	—			$	3,094	3,046,603

Diluted EPS
Net income	$	157,183	150,900,696	$	1.04	$	124,794	149,233,237	$	0.84

(1)During the three-month periods ended June 27, 2025 and June 28, 2024, approximately 0.9 million and 0.8 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(2)During the three-month periods ended June 27, 2025 and June 28, 2024, approximately 0.4 million and 0.3 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(3)During the three-month periods ended June 27, 2025 and June 28, 2024, approximately 0.4 million and 0.7 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

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Notes to the unaudited condensed consolidated financial statements

7.Commitments and contingencies

Litigation and other legal matters

Nextracker has accrued for a loss contingency to the extent it believes that losses are probable and estimable. The amounts accrued are not material, but it is reasonably possible that actual losses could be in excess of Nextracker’s accrual. Any related excess loss could have a material adverse effect on Nextracker’s results of operations or cash flows for a particular period or on Nextracker’s financial condition.

On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextracker LLC (the “LLC Agreement”), Nextracker LLC made pro rata tax distributions in an aggregate amount of $94.3 million to the common members of the LLC, including an aggregate of $48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. (“Yuma Sub”). As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextracker Inc. On February 21, 2025, Flex and Flextronics International USA, Inc. filed suit in the Delaware Court of Chancery, alleging that Flex is entitled to the distribution that was paid to Yuma Acquisition Sub LLC and Yuma Sub on February 6, 2024 under the terms of the contracts governing Nextracker’s spin-off from Flex. The complaint asserts claims against Nextracker Inc., Nextracker LLC, Yuma Acquisition Sub LLC and Yuma Sub for breach of contract, breach of the implied covenant of good faith and fair dealing, mistake and unjust enrichment.

On December 27, 2024, a class action lawsuit alleging violations of federal securities laws was filed by a purported stockholder in the U.S. District Court for the Northern District of California, naming as defendants the Company and certain of the Company’s officers, alleging that defendants made false and misleading statements about our business, financial results and prospects. The plaintiff seeks unspecified monetary damages and other relief on behalf of the purported class.

On January 23, 2025 and March 18, 2025, purported stockholders of Nextracker filed stockholder derivative actions against the Company’s directors and certain of its officers in the U.S. District Court for the Northern District of California based on factual allegations similar to those underlying the securities class action described above. The derivative actions assert claims on behalf of Nextracker for, among other things, violations of the federal securities laws and breaches of fiduciary duties, and seek damages and restitution to be paid to the Company by the individual defendants, governance changes and attorney’s fees and costs.

Based on the preliminary nature of these proceedings, the Company is unable to reasonably estimate a loss, if any, arising from the above-referenced matters.

Antidumping and Countervailing Duties

On August 18, 2023, the U.S. Department of Commerce issued final affirmative determinations of circumvention with respect to certain crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using parts and components from China. As a result, certain CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam are now subject to antidumping duty and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012. Subject to certain certification and utilization conditions, imports of CSPV cells and modules covered by the circumvention determinations that entered the United States during the two-year period prior to June 6, 2024 were not subject to AD/CVD cash deposit or duty requirements. Imports of CSPV cells and modules from the four Southeast Asian countries covered by the circumvention determination that entered the United States on or after June 6, 2024 are subject to AD/CVD cash deposit requirements of the China AD/CVD orders and, possibly, final AD/CVD duty liability. Entries prior to June 6, 2024, back to April 1, 2022, could be subject to China AD/CVD duty liability if the proper certifications justifying non-payment of cash deposits at the time of entry were not submitted. Cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250% of the entered value of the imported merchandise.

In April 2025, the U.S. Department of Commerce also issued final affirmative AD/CVD determinations covering CSPV cells and modules from Cambodia, Malaysia, Thailand and Vietnam not covered by the August 18, 2023 circumvention determinations. Combined AD/CVD cash deposit requirements associated with these new proceedings range from 15% to over 3,000%.

In December 2024, in connection with the circumvention final determination, U.S. Customs and Border Protection (“CBP”) instructed Nextracker to pay AD/CVD cash deposits totaling approximately $1 million, relating to a small number of its imports of CSPV modules from Malaysia and Thailand that entered the United States prior to June 6, 2024. These CSPV modules are

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Notes to the unaudited condensed consolidated financial statements

Nextracker's proprietary modules that provide off-grid power to its controllers located either on each tracker row or weather stations at the project site. CBP based its instruction to make the cash deposit payment on alleged deficiencies with respect to certifications that were to accompany the imports. If CBP were to instruct the Company to make AD/CVD cash deposit payments relating to other past imports of its proprietary CSPV modules covered by the circumvention determinations, which are much larger in volume than the number of imports related to the $1 million cash deposits, the Company could be required to pay additional cash deposits, and these cash deposits could be material and may not be ultimately refunded to the Company. Nextracker is taking steps which seek to prevent or mitigate the effect of further retroactive cash deposit requirements. Management cannot reasonably estimate a range of potential loss.

8.Income taxes

The Company follows the guidance under ASC 740-270, “Interim Reporting,” which requires a company to calculate the income tax associated with ordinary income using an estimated annual effective tax rate.

The following table presents income tax expense recorded by the Company along with the respective consolidated effective tax rates for each period presented.


	Three-month periods ended
	June 27, 2025		June 28, 2024
	(In thousands, except percentages)
Income tax	$	33,784	$	27,152
Effective tax rates	17.7%		17.9%

The increase in income tax expense from the three-month period ended June 28, 2024 to the three-month period ended June 27, 2025 is primarily driven by the increase in income before income taxes. The decrease in effective tax rate from the three-month period ended June 28, 2024 to the three-month period ended June 27, 2025 is primarily driven by an increase in tax benefit to a tax credit approved by the State of California, partially offset by tax expense associated with non-deductible executive stock based compensation.

9.Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision-making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextracker’s performance are assessed by its Chief Executive Officer, identified as the CODM, using consolidated net income as the primary measure of segment profit to support business expansion, new product development and operational efficiencies.

The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets.

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Notes to the unaudited condensed consolidated financial statements

For all periods presented, Nextracker has one operating and reportable segment. The following table presents significant segment expenses with respect to the Company’s single reportable segment for the three-month periods ended June 27, 2025 and June 28, 2024:


	Three-month periods ended
	June 27, 2025		June 28, 2024
	(In thousands)
Revenue	$	864,253	$	719,921
Less:
Material cost	563,294		433,024
45X vendor credits	(93,206)		(47,303)
Freight, labor and other cost of sales	112,439		96,760
Selling, general and administrative expenses	73,936		60,827
Research and development	21,560		16,519

Interest expense	1,216		3,280
Other (income) expense, net	(5,953)		4,868

Provision for income taxes	33,784		27,152
Net income and comprehensive income	$	157,183	$	124,794

The following table sets forth geographic information of revenue based on the locations to which the products are shipped:


	Three-month periods ended
	June 27, 2025		June 28, 2024
Revenue:	(In thousands)
U.S.	$	599,498	$	511,482
Rest of the World	264,755		208,439
Total	$	864,253	$	719,921

The United States is the principal country of domicile.

10.Business acquisitions

During the three-month period ended June 27, 2025, the Company completed two acquisitions. On May 7, 2025, as part of an all-cash transaction, the Company acquired 100% of the interest in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, the Company acquired 100% of the interest in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants.

These acquisitions expand Nextracker’s capabilities to provide its customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid and certain services related to operations and maintenance. These acquisitions continue Nextracker’s strategy of adding and incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability.

The aggregate cash consideration of both acquisitions was approximately $86.4 million, net of cash acquired. The aggregate total purchase price of both acquisitions of $103.5 million includes $2.6 million of deferred consideration expected to be paid within a 12-month period, and $14.5 million of contingent earnout in aggregate (with a maximum possible consideration of $27.0 million).

The contingent earnout related to the Bentek acquisition is subject to the receipt of an intellectual property “freedom to operate” legal opinion and safety standard certifications for a certain product. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $7.4 million based on a Scenario-Based Method, which identifies probability-weighted outcomes scenarios to arrive at an expected payoff.

The contingent earnout related to the OnSight acquisition is subject to a certain technology milestone and the achievement of future revenue performance targets, starting May 1, 2025 to March 31, 2028. As of the acquisition date, the fair value of this

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Notes to the unaudited condensed consolidated financial statements

contingent earnout liability was estimated to be $7.1 million based on the combination of a Monte-Carlo simulation model for the revenue-based earnout and a Scenario-Based Method for the technology milestone-based earnout. The Monte-Carlo simulation model is a probabilistic approach used to simulate future revenue and calculate the potential contingent consideration payments for each simulated path. The inputs are unobservable in the market and therefore categorized as Level 3 inputs in the fair value measurement. At each reporting period, the Company evaluates the fair value of contingent earnout obligations and records any changes in fair value of such liabilities in other (income) expense, net in its condensed consolidated statements of operations and comprehensive income. As of June 27, 2025, no change in the fair value of the contingent earnout liabilities was identified by management, and as such, the $14.5 million was included in other liabilities in the condensed consolidated balance sheets.

The Company incurred approximately $1.1 million of acquisition costs which are presented as selling, general and administrative expenses on the condensed consolidated statement of operations and comprehensive income. The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their preliminary estimated fair values as of the date of acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the acquisitions were included in the Company’s condensed consolidated financial statements beginning on the date of acquisition and were not material for all periods presented.

Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of the relevant acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period.

The following table represents the Company’s preliminary allocation of the Bentek and OnSight acquisitions total aggregate purchase price to the acquired assets and liabilities (in thousands):


Current assets	$	22,025
Property and equipment	4,747
Intangible assets	14,995
Goodwill	73,905
Other assets	11,563
Total assets	127,235

Current liabilities	21,094
Other liabilities, non-current	2,659

Total purchase price, net of cash acquired	$	103,482

Intangible assets are comprised of $13.1 million of developed technology to be amortized over an estimated useful life of ten years, and $1.9 million of trade name to be amortized over an estimated useful life of two years. The fair value assigned to the identified intangible assets was estimated based on an income approach, which provides an indication of fair value based on the present value of cash flows that the acquired business is expected to generate in the future. Key assumptions used in the valuation included forecasted revenues, cost of sales and operating expenses, royalty rate, discount rate and weighted average cost of capital. The useful life of the acquired intangible assets for amortization purposes was determined by considering the period of expected cash flows used to measure the fair values of the asset, adjusted for certain factors that may limit the useful life.

Pro-forma results of operations have not been presented because the effects were not material to the Company’s condensed consolidated financial results for all periods presented.

Ojjo, Inc. acquisition

On June 20, 2024, as part of an all-cash transaction, the Company acquired 100% of the interest in Ojjo, Inc. (“Ojjo”), a renewable energy company specializing in foundations technology and services used in ground-mount applications for solar power generation. The cash consideration was approximately $110.2 million, net of $4.4 million cash acquired, with an additional $10.0 million deferred purchase price, for an aggregate purchase consideration of approximately $120.2 million. The

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Notes to the unaudited condensed consolidated financial statements

acquisition of Ojjo expanded the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of Ojjo were included in the Company’s condensed consolidated financial results beginning on the date of acquisition, and the total amount of net income and revenue were not material to the Company's condensed consolidated financial results for all periods presented.

Intangible assets were comprised of $27.0 million of developed technology to be amortized over an estimated useful life of ten years, and $18.0 million of customer relationships to be amortized over an estimated useful life of five years.

Pro-forma results of operations have not been presented because the effects were not material to the Company’s condensed consolidated financial results for all periods presented.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context requires otherwise, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Nextracker,” the “Company,” “we,” “us” and “our” shall mean, prior to the IPO, Nextracker LLC (“Nextracker LLC” or the “LLC”) and its consolidated subsidiaries, and following the IPO and the related transactions completed in connection with the IPO, Nextracker Inc. and its consolidated subsidiaries. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Flex” refer to Flex Ltd., a Singapore incorporated public company limited by shares and having a registration no. 199002645H, and its consolidated subsidiaries, unless the context otherwise indicates.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of our unaudited condensed consolidated financial statements with a narrative from the perspective of the Company’s management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q for the three-month period ended June 27, 2025 (this “Quarterly Report”) and our audited consolidated financial statements and the related notes and other information included in our Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on May 22, 2025. In addition to historical financial information, the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based upon current expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends” and similar expressions are intended to identify forward-looking statements. Our actual results and timing of selected events may differ materially from those results anticipated and discussed in the forward-looking statements as a result of many factors. Factors that might cause such a discrepancy include, but are not limited to, those discussed under the sections below titled “Liquidity and Capital Resources” and “Risk Factors.” All forward-looking statements in this document are based on information available to us as of the date of this Quarterly Report and we assume no obligation to update any such forward-looking statements, except as required by law.

OVERVIEW

We are a leading solar technology platform provider used in power plants around the world. Our products enable solar panels to follow the sun’s movement across the sky and optimize performance. With products operating in more than forty countries worldwide, Nextracker offers solar tracker technologies and innovative solutions that accelerate solar power plant construction, increase performance, and enhance long-term reliability. We are the global market leader based on gigawatts (“GW”) shipped for ten consecutive years.

We were founded in 2013 by our Chief Executive Officer, Dan Shugar. Over time, we have developed new and innovative products and services to scale our capabilities.

We have shipped more than 130 GW of solar tracker systems as of March 31, 2025 to projects on six continents for use in utility-scale and distributed generation solar applications. Our customers include engineering, procurement and construction

firms (“EPCs”), as well as solar project developers and owners. Developers originate projects, select and acquire sites, obtain permits, select contractors, negotiate power offtake agreements, and oversee the building of projects. EPCs design and optimize the system, procure components, build and commission the plant, and operate the plant for a limited time until transfer to a long-term owner. Owners, which are often independent power producers, own and operate the plant, typically as part of a portfolio of similar assets. Owners generate cash flows through the sale of electricity to utilities, wholesale markets, or end users.

For the majority of our projects, our direct customer is the EPC. We also engage with project owners and developers and enter into master supply agreements that cover multiple projects. We are a qualified, preferred provider to some of the largest solar EPCs, project owners and developers in the world. We had revenues of $0.9 billion for the three-month period ended June 27, 2025 and $3.0 billion for fiscal year 2025.

Business acquisitions

During the three-month period ended June 27, 2025, we completed two acquisitions. On May 7, 2025, as part of an all-cash transaction, we acquired 100% of the interest in Bentek, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. Additionally, on May 9, 2025, we acquired 100% of the interest in OnSight, a supplier of autonomous inspection robots and fire detection systems purpose-built for solar plants.

These acquisitions expand our capabilities to provide our customers with electrical infrastructure components that collect and transport electricity from solar panels to the power grid and certain services related to operations and maintenance. These acquisitions continue our strategy of adding and incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability.

Revenue mix

The following tables set forth geographic information of revenue based on the locations to which the products are shipped:

Three-month periods ended

June 27, 2025

June 28, 2024

Revenue:

(In thousands, except percentages)

U.S.

SEC Form 10-Q filed by Nextracker Inc.