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


Delaware001-4161736-5047383
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6200 Paseo Padre Parkway, Fremont, California 94555
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 270-2500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Class A Common Stock, par value $0.0001NXTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Item 2.02
Results of Operations and Financial Condition.
On January 28, 2025, Nextracker Inc. (the “Company”) issued a press release announcing its results for the third fiscal quarter ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
104Cover Page Interactive Data (embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Nextracker Inc.
By:
/s/ Bruce Ledesma
Bruce Ledesma
Chief Legal & Compliance Officer
Date: January 28, 2025


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 millions, except per share)

Q3 FY25*Q2 FY25*Q3 FY24
Revenue$679$636$710
GAAP Gross Profit$241$225$210
GAAP Gross Margin35.5 %35.4 %29.5 %
GAAP Net Income$117$117$128
GAAP Net Income Margin17.3 %18.5 %18.0 %
GAAP Diluted EPS$0.79$0.79$0.87
Adjusted Gross Profit$245$228$212
Adjusted Gross Margin36.0 %35.9 %29.9 %
Adjusted EBITDA$186$173$168
Adjusted EBITDA Margin27.4 %27.2 %23.6 %
Adjusted Net Income$154$145$142
Adjusted Diluted EPS$1.03$0.97$0.96
*Q3 FY25 and Q2 FY25 GAAP and adjusted results include approximately $52 million and $51 million, respectively, of IRA 45X advanced manufacturing tax credit vendor rebates (“45X credits”). Q3 FY24 results do not include 45X credits.

Please refer to Nextracker’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K for more information on 45X credits and schedules III, IV and V attached to this press release for a reconciliation of non-GAAP to GAAP financial measures. Additional information can be found on the Investor Relations section of our website.
Business Highlights
•Record backlog increased to significantly greater than $4.5 billion, supported by robust demand in all key regions for the company with meaningful contributions from new products
•Expanded manufacturing and supply chain network to over 70 manufacturing partners operating more than 90 facilities across 19 countries, totaling over 50 GW/year of capacity, enabling local content with superior on-time delivery and customer satisfaction
•Shipped the first 100% U.S. domestic content solar trackers*
•Deployed newly launched products and features at scale, including:
◦NX Horizon Hail Pro™: Industry-leading 75-degree stow capability to mitigate against hail risk
◦NX Horizon Hail Pro™: Automated stowing software for proactive storm response
◦NX Horizon-XTR™: Feature doubles XTR's ability to conform to sloping terrain
◦NX-Anchor™: Advanced foundations solutions solving challenging geotechnical conditions
•Launched significant expansion of R&D and innovation capability:
◦Expanded U.S. R&D facility and Customer Center of Excellence


◦Partnered with UC Berkeley and launched CAL-NEXT Center for Solar Energy Research, a $6.5 million commitment to advance solar technology
◦Inaugurated the India R&D Center for Solar Excellence in Hyderabad
◦Expanded Center for Solar Excellence in Brazil
*Per U.S. Treasury Guidance
“We’re very pleased with the company’s execution, delivering record revenue and profit year-to-date driven by strong demand,” said Dan Shugar, founder and CEO of Nextracker. “In the quarter, we successfully deployed several of our newly launched products and features at scale, expanding our total addressable market. In addition, we continue to increase our investment in R&D to drive rapid customer centric innovation ensuring our solutions remain at the forefront of solar technology while driving value for stakeholders worldwide.”

“Our strong year-to-date financial performance, coupled with our growth in backlog enables us to raise our FY25 profit outlook,” said Chuck Boynton, CFO of Nextracker. “The company is on incredibly solid financial footing with $418 million of operating cash flow year-to-date, ending the quarter with over $693 million in cash and equivalents.”
FY2025 Annual Outlook
Reaffirms FY25 revenue outlook and raises FY25 profit outlook
Updated OutlookPrevious Outlook
Revenue$2.8 to $2.9 billion$2.8 to $2.9 billion
GAAP Net Income
$467 to $497 million
$378 to $408 million
GAAP Diluted EPS$3.11 to $3.31$2.50 to $2.70
Adjusted EBITDA
$700 to $740 million
$625 to $665 million
Adjusted Diluted EPS$3.75 to $3.95$3.10 to $3.30
Adjusted EBITDA and adjusted diluted EPS exclude approximately $120 million and $0.64, respectively, for stock-based compensation, acquisition related costs and net intangible amortization.
Q3 FY2025 Earnings Call
January 28, 2025
2:00 p.m. PT / 5:00 p.m. ET
Live webcast available on investors.nextracker.com

We encourage you to review our Q3 FY25 Shareholder Letter, which, along with this press release, is available on the Nextracker Investor Relations website and includes important information for Nextracker shareholders that supplements and expands on the information in this press release.
The webcast replay will be available on the Nextracker Investor Relations website following the conclusion of the event.
Upcoming Events
On March 4, Chuck Boynton, Nextracker Chief Financial Officer, will participate in a fireside chat at the Jefferies Power, Utilities and Clean Energy Conference.



About Nextracker
Nextracker is a leading provider of integrated solar trackers, foundations, and software solutions used in ground-mounted utility-scale and distributed generation solar projects around the world. Our product portfolio enables solar PV power plants to follow the sun’s movement across the sky and optimize plant performance. With power plants operating in more than forty countries worldwide, Nextracker offers solar tracker technologies that increase energy production while reducing costs for significant plant ROI. For more information, please visit www.nextracker.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the trends for future solar adoption, the expected benefits of the Ojjo, Inc. and Solar Pile International acquisitions, the expected benefits of our new product launches, such as Hail Pro-75, Hail Pro Automated Stowing, XTR 1.5 and NX-Anchor, our domestic content capabilities, the expected benefits from the expansion of our R&D facilities, initiatives and capabilities, and Nextracker’s outlook for fiscal 2025 and other periods. These forward-looking statements are based on various assumptions and on the current expectations of Nextracker’s management. These statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties that are described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Nextracker’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and other documents that Nextracker has filed or will file with the Securities and Exchange Commission. There may be additional risks that Nextracker is not aware of or that Nextracker currently believes are immaterial that could also cause actual results to differ from the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Nextracker assumes no obligation to update these forward-looking statements.
Use of Adjusted Financial Information
An explanation and reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedules III, IV and V attached to this press release, and can be found, along with other financial information including the Earnings Presentation, on the investor relations section of our website at investors.nextracker.com.
Channels for Disclosure of Information
Nextracker intends to announce material information to the public through the Nextracker Investor Relations website investors.nextracker.com, SEC filings, press releases, public conference calls, and public webcasts. Nextracker uses these channels to communicate with its investors, customers, and the public about the company, its offerings, and other issues. As such, Nextracker encourages investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
Investor Contact:
Sarah Lee
Investor@nextracker.com
Media Contact:
Brandy Lee
Media@nextracker.com


Schedule I
Nextracker Inc.
Unaudited condensed consolidated statements of operations and comprehensive income
(In thousands, except per share data)

Three-month periods ended
December 31, 2024September 27, 2024December 31, 2023
Revenue$679,363$635,571$710,426
Cost of sales438,460410,776500,701
Gross profit240,903224,795209,725
Selling, general and administrative expenses70,57372,12748,356
Research and development20,09419,19312,897
Operating income150,236133,475148,472
Interest expense3,7983,6653,227
Other income, net(13,778)(7,382)(21,534)
Income before income taxes160,216137,192166,779
Provision for income taxes42,84219,92838,818
Net income and comprehensive income117,374117,264127,961
Less: Net income attributable to non-controlling interests and redeemable non-controlling interests 2,0911,87386,565
Net income attributable to Nextracker Inc.$115,283$115,391$41,396
Earnings per share attributable to Nextracker Inc. common stockholders
Basic$0.80$0.80$0.67
Diluted$0.79$0.79$0.87
Weighted-average shares used in computing per share amounts:
Basic143,664 143,479 62,109 
Diluted149,028 149,079 147,344 



Nextracker Inc.
Unaudited condensed consolidated statements of operations and comprehensive income (continued)
(In thousands, except per share data)

Nine-month periods ended
December 31, 2024December 31, 2023
Revenue$2,034,855$1,763,326
Cost of sales1,331,7171,290,747
Gross profit703,138472,579
Selling, general and administrative expenses203,527126,865
Research and development55,80629,270
Operating income443,805316,444
Interest expense10,7439,975
Other income, net(16,292)(18,464)
Income before income taxes449,354324,933
Provision for income taxes89,92251,918
Net income and comprehensive income359,432273,015
Less: Net income attributable to non-controlling interests and redeemable non-controlling interests 7,058171,937
Net income attributable to Nextracker Inc.$352,374$101,078
Earnings per share attributable to Nextracker Inc. common stockholders
Basic$2.46$1.78
Diluted$2.41$1.86
Weighted-average shares used in computing per share amounts:
Basic143,102 56,789 
Diluted149,134 147,160 


Schedule II
Nextracker Inc.
Unaudited condensed consolidated balance sheets
(In thousands)

As of December 31, 2024As of March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents$693,543$474,054
Accounts receivable, net of allowance of $2,845 and $3,872, respectively 457,918382,687
Contract assets279,027397,123
Inventories217,301201,736
Other current assets346,732312,635
Total current assets1,994,5211,768,235
Property and equipment, net47,9859,236
Goodwill370,613265,153
Other intangible assets, net47,5031,546
Deferred tax assets472,189438,272
Other assets50,74836,340
Total assets$2,983,559$2,518,782
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$377,466$456,639
Accrued expenses72,86382,410
Deferred revenue297,007225,539
Current portion of long-term debt6,5633,750
Other current liabilities150,746123,148
Total current liabilities904,645891,486
Long-term debt, net of current portion138,770143,967
Tax receivable agreement (TRA) liability375,002391,568
Other liabilities140,18299,733
Total liabilities1,558,5991,526,754
Total stockholders’ equity1,424,960992,028
Total liabilities and stockholders’ equity$2,983,559$2,518,782


Schedule III
Nextracker Inc.
Unaudited condensed consolidated statements of cash flows
(In thousands)

Nine-month periods ended
December 31, 2024December 31, 2023
Cash flows from operating activities:
Net income$359,432 $273,015 
Depreciation and amortization of intangible assets8,299 3,138 
Changes in working capital and other, net50,736 41,328 
Net cash provided by operating activities418,467 317,481 
Cash flows from investing activities:
Purchases of property and equipment(23,841)(3,850)
Payment for business acquisitions, net of cash acquired(144,675)— 
Net cash used in investing activities(168,516)(3,850)
Cash flows from financing activities:
Repayment of bank borrowings(2,813)(2,813)
Net proceeds from issuance of Class A shares— 552,009 
Purchase of LLC common units from Yuma, Inc.— (552,009)
Payment of revolver issuance costs(6,017)— 
TRA payment(15,520)— 
Distribution to non-controlling interest holders(6,112)(64,365)
Net transfers to Flex— (8,335)
Other financing activities— (308)
Net cash used in financing activities(30,462)(75,821)
Net increase in cash and cash equivalents219,489 237,810 
Cash and cash equivalents beginning of period474,054 130,008 
Cash and cash equivalents end of period$693,543 $367,818 

 Nine-month periods ended
Adjusted free cash flowDecember 31, 2024December 31, 2023
Net cash provided by operating activities$418,467 $317,481 
Purchases of property and equipment(23,841)(3,850)
Adjusted free cash flow$394,626 $313,631 


Schedule IV
Nextracker Inc.
Reconciliation of GAAP to Non-GAAP financial measures
(In thousands, except percentages and per share data)

Three-month periods ended
December 31, 2024September 27, 2024December 31, 2023
GAAP gross profit & margin$240,903 35.5%$224,795 35.4%$209,725 29.5%
Stock-based compensation expense3,084 2,481 2,497 
Intangible amortization880 896 63 
Adjusted gross profit & margin$244,867 36.0%$228,172 35.9%$212,285 29.9%
GAAP operating income & margin$150,236 22.1%$133,475 21.0%$148,472 20.9%
Stock-based compensation expense26,980 29,885 13,037 
Intangible amortization1,780 1,875 63 
Acquisition related costs
1,038 2,177 — 
Adjusted operating income & margin$180,034 26.5%$167,412 26.3%$161,572 22.7%
GAAP net income & margin$117,374 17.3%$117,264 18.5%$127,961 18.0%
Stock-based compensation expense26,980 29,885 13,037 
Intangible amortization1,780 1,875 63 
Adjustment for taxes6,550 (6,274)841 
Acquisition related costs1,038 2,177 — 
Adjusted net income & margin$153,722 22.6%$144,927 22.8%$141,902 20.0%
GAAP net income & margin$117,374 17.3%$117,264 18.5%$127,961 18.0%
Interest, net(1,865)455 (198)
Provision for income taxes42,842 19,928 38,818 
Depreciation expense2,636 1,067 1,055 
Intangible amortization1,780 1,875 63 
Stock-based compensation expense26,980 29,885 13,037 
Acquisition related costs1,038 2,177 — 
Other tax related income, net(4,413)— (12,945)
Adjusted EBITDA & margin$186,372 27.4%$172,651 27.2%$167,79123.6%
Diluted earnings per share
GAAP$0.79 $0.79 $0.87 
Earnings per share attributable to Non-GAAP adjustments0.24 0.18 0.09 
Adjusted$1.03 $0.97 $0.96 
 
Diluted shares used in computing per share amounts149,028 149,079 147,344 




Nextracker Inc.
Reconciliation of GAAP to Non-GAAP financial measures (continued)
(In thousands, except percentages and per share data)

Nine-month periods ended
December 31, 2024December 31, 2023
GAAP gross profit & margin$703,138 34.6%$472,579 26.8%
Stock-based compensation expense9,345 7,668 
Intangible amortization1,864 188 
Adjusted gross profit & margin$714,347 35.1%$480,435 27.2%
GAAP operating income & margin$443,805 21.8%$316,444 17.9%
Stock-based compensation expense78,766 39,895 
Intangible amortization3,743 188 
Acquisition related costs
4,695 — 
Adjusted operating income & margin$531,009 26.1%$356,527 20.2%
GAAP net income & margin$359,432 17.7%$273,015 15.5%
Stock-based compensation expense78,766 39,895 
Intangible amortization3,743 188 
Adjustment for taxes(9,368)(4,040)
Acquisition related costs4,695 — 
Adjusted net income & margin$437,268 21.5%$309,058 17.5%
GAAP net income & margin$359,432 17.7%$273,015 15.5%
Interest, net(2,702)1,136 
Provision for income taxes89,922 51,918 
Depreciation expense4,556 2,950 
Intangible amortization3,743 188 
Stock-based compensation expense78,766 39,895 
Acquisition related costs4,695 — 
Other tax related income, net(4,413)(7,259)
Adjusted EBITDA & margin$533,999 26.2%$361,843 20.5%
Diluted earnings per share
GAAP$2.41 $1.86 
Earnings per share attributable to Non-GAAP adjustments0.52 0.24 
Adjusted$2.93 $2.10 
Diluted shares used in computing per share amounts149,134 147,160 

See the accompanying notes on Schedule V attached to this press release


Schedule V
Nextracker Inc.
Notes
To supplement Nextracker’s unaudited selected financial data presented consistent with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures that exclude certain charges and gains, including adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), adjusted EBITDA margin, adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted net income, adjusted diluted earnings per share, and adjusted free cash flow. These supplemental measures exclude certain legal and other charges, stock-based compensation expense and intangible amortization, other discrete events as applicable and the related tax effects. These non-GAAP measures are not in accordance with or an alternative for GAAP and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all the amounts associated with Nextracker’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate Nextracker’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of the Company’s performance.
In calculating non-GAAP financial measures, we exclude certain items to facilitate a review of the comparability of the Company’s operating performance on a period-to-period basis because such items are not, in our view, related to the Company’s ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, for calculating return on investment, and for benchmarking performance externally against competitors. In addition, management’s incentive compensation is determined using certain non-GAAP measures. Since we find these measures to be useful, we believe that investors benefit from seeing results “through the eyes” of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:
•the ability to make more meaningful period-to-period comparisons of the Company’s ongoing operating results;
•the ability to better identify trends in the Company’s underlying business and perform related trend analysis;
•a better understanding of how management plans and measures the Company’s underlying business; and
•an easier way to compare the Company’s operating results against analyst financial models and operating results of competitors that supplement their GAAP results with non-GAAP financial measures.
The following are explanations of each of the adjustments that we incorporate into non-GAAP measures, as well as the reasons for excluding each of these individual items in the reconciliations of these non-GAAP financial measures:
Stock-based compensation expense consists of non-cash charges for the estimated fair value of unvested restricted share unit and stock option awards granted to employees. The Company believes that the exclusion of these charges provides for more accurate comparisons of its operating results to peer companies due to the varying available valuation methodologies, subjective assumptions, and the variety of award types. In addition, the Company believes it is useful to investors to understand the specific impact stock-based compensation expense has on its operating results.
Intangible amortization consists primarily of non-cash charges that can be impacted by, among other things, the timing and magnitude of acquisitions. The Company considers its operating results without


these charges when evaluating its ongoing performance and forecasting its earnings trends, and therefore excludes such charges when presenting non-GAAP financial measures. The Company believes that the assessment of its operations excluding these costs is relevant to its assessment of internal operations and comparisons to the performance of its competitors.
The 45X Advanced Manufacturing Production Tax Credit (“45X Credit”) which was established as part of the Inflation Reduction Act (IRA), is a per-unit tax credit earned over time for each clean energy component domestically produced and sold by a manufacturer. The 45X Credit was eligible for domestic parts manufactured after January 1, 2023. The Company has executed agreements with certain suppliers to ramp up its U.S. manufacturing footprint. These suppliers produce 45X Credit eligible parts, including torque tubes, and structural fasteners, that will then be incorporated into a solar tracker. The Company has contractually agreed with these suppliers to share a portion of the credit related to Nextracker’s purchases. The Company accounts for these credits as a reduction of the purchase price of the parts acquired from the vendor and therefore a reduction of inventory until the part is sold, at which point the Company recognizes such credit as a reduction of cost of sales on the unaudited condensed consolidated statements of operations and comprehensive income. During the fourth quarter of fiscal 2024, the Company determined the amount of the 45X vendor rebates it expects to receive in accordance with the vendor contracts and recognized a cumulative reduction to cost of sales of $121.4 million related to 45X Credit vendor rebates earned on production of eligible components shipped to projects starting on January 1, 2023 through March 31, 2024. The Company believes that the assessment of its operations excluding the benefit from the vendor credits provides a more consistent comparison of its performance given the cumulative nature of the amount recorded in the fiscal fourth quarter. Beginning in the first quarter of fiscal year 2025, these 45X credit vendor rebates are not excluded from our non-GAAP financial measures.
Acquisition costs consist primarily of nonrecurring transaction costs for business acquisitions.
Adjustment for taxes relates to the tax effects of the various adjustments that we incorporate into non-GAAP measures to provide a more meaningful measure on non-GAAP net income and certain adjustments related to non-recurring settlements of tax contingencies or other non-recurring tax charges, when applicable.

v3.24.4
Document and Entity Information
Jan. 28, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 28, 2025
Entity Registrant Name Nextracker Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-41617
Entity Tax Identification Number 36-5047383
Entity Address, Address Line One 6200 Paseo Padre Parkway
Entity Address, City or Town Fremont
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94555
City Area Code (510)
Local Phone Number 270-2500
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.0001
Trading Symbol NXT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001852131
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