10-Q – 2025-10-30 – nxt-20250926.htm

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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 26, 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 ☐

i

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 October 23, 2025, there were 148,386,780 shares of the registrant’s Class A common stock outstanding and no shares of the registrant’s Class B common stock outstanding.

ii

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page

Item 1. Financial Statements :
2

Unaudited Condensed Consolidated Balance Sheets as of September 26, 2025 and March 31, 2025
2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income for the three-month and six-month periods ended September 26, 2025 and September 27, 2024
3

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three-month and six-month periods ended September 26, 2025 and September 27, 2024
4

Unaudited Condensed Consolidated Statements of Cash Flows for the six-month periods ended September 26, 2025 and September 27, 2024
6

Notes to the Unaudited Condensed Consolidated Financial Statements
7

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
32

Item 4.
Controls and Procedures
33

PART II. OTHER INFORMATION

Item 1.
Legal Proceedings
34

Item 1A.
Risk Factors
34

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
64

Item 3.
Defaults Upon Senior Securities
64

Item 4.
Mine Safety Disclosures
64

Item 5.
Other Information
64

Item 6.
Exhibits
65

Signatures
66

1

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 September 26, 2025 As of March 31, 2025
ASSETS
Current assets:
Cash and cash equivalents
$ 845,342 $ 766,103
Accounts receivable, net of allowance of $ 2,184 and $ 1,472 , respectively
549,216 472,462
Contract assets 425,338 405,890
Inventories
221,155 209,432
Section 45X credit receivable 244,483 215,616
Other current assets
153,141 88,483
Total current assets
2,438,675 2,157,986
Property and equipment, net 84,928 60,395
Goodwill 473,667 371,018
Other intangible assets, net 81,716 53,241
Deferred tax assets 513,745 498,778
Other assets 76,158 51,098
Total assets
$ 3,668,889 $ 3,192,516
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable
$ 553,608 $ 585,299
Accrued expenses
103,573 97,000
Deferred revenue
372,348 247,127

Other current liabilities
90,277 104,086
Total current liabilities
1,119,806 1,033,512

Tax receivable agreement (TRA) liability 372,460 394,879
Long-term deferred revenue 98,882 96,635
Other liabilities 92,043 39,360
Total liabilities 1,683,191 1,564,386
Commitments and contingencies (Note 8)

Stockholders’ equity:
Class A common stock, $ 0.0001 par value, 900,000,000 shares authorized, 148,382,565 shares and 145,648,231 shares issued and outstanding, respectively
15   15  

Additional paid-in-capital 4,239,786   4,185,823  
Accumulated deficit ( 2,253,366 ) ( 2,557,410 )
Accumulated other comprehensive loss ( 737 ) ( 298 )

Total stockholders’ equity 1,985,698 1,628,130
Total liabilities and stockholders’ equity
$ 3,668,889 $ 3,192,516

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2

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

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Revenue $ 905,268   $ 635,571   $ 1,769,521   $ 1,355,492  
Cost of sales 612,408   410,776   1,194,935   893,257  
Gross profit
292,860 224,795 574,586 462,235
Selling, general and administrative expenses 84,626   72,127   158,562   132,954  
Research and development 26,889   19,193   48,449   35,712  
Operating income
181,345 133,475 367,575 293,569
Interest expense 730   3,665   1,946   6,945  
Other income, net ( 2,110 ) ( 7,382 ) ( 8,063 ) ( 2,514 )
Income before income taxes
182,725   137,192   373,692   289,138  
Provision for income taxes 35,864   19,928   69,648   47,080  
Net income and comprehensive income
146,861   117,264   304,044   242,058  
Less: Net income attributable to non-controlling interests —   1,873   —   4,967  
Net income attributable to Nextracker Inc. $ 146,861   $ 115,391   $ 304,044   $ 237,091  

Earnings per share attributable to Nextracker Inc. common stockholders
Basic $ 0.99   $ 0.80   $ 2.06   $ 1.66  
Diluted $ 0.97   $ 0.79   $ 2.01   $ 1.62  
Weighted-average shares used in computing per share amounts:
Basic 148,027,872   143,478,959   147,480,066   142,785,176  
Diluted 152,018,105   149,079,198   151,110,031   149,150,663  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3

Nextracker Inc.
Unaudited condensed consolidated statements of stockholders ’ equity
(In thousands, except share amounts)

Class A common stock
Three-month period ended September 26, 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 JUNE 27, 2025 147,963,974 $ 15   $ 4,208,133   $ ( 2,400,227 ) $ ( 777 ) $ 1,807,144   $ 1,807,144  
Net income —  —  —  146,861   —  146,861   146,861  
Stock-based compensation expense —  —  31,653   —  —  31,653   31,653  
Vesting of Nextracker Inc. RSU awards 417,819   —  —  —  —  —  — 
Exercise of Nextracker Inc. options awards 712   —  —  —  —  —  — 

Total other comprehensive income —  —  —  —  40   40   40  
BALANCE AT SEPTEMBER 26, 2025 148,382,505 $ 15   $ 4,239,786   $ ( 2,253,366 ) $ ( 737 ) $ 1,985,698   $ 1,985,698  

Class A common stock Class B common stock
Three-month period ended September 27, 2024
Shares outstanding Amounts Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive loss
Total Nextracker Inc. stockholders' equity Non-controlling interests Total stockholders' equity
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  
Net income —  —  —  —  —  115,391   —  115,391   1,873   117,264  
Stock-based compensation expense —  —  —  —  29,885   —  —  29,885   —  29,885  
Vesting of Nextracker Inc. RSU awards 229,181   —  —  —  —  —  —  —  —  — 

Tax distribution —  —  —  —  —  —  —  —  ( 798 ) ( 798 )
Total other comprehensive loss
—  —  —  —  —  —  ( 664 ) ( 664 ) —  ( 664 )
BALANCE AT SEPTEMBER 27, 2024
143,620,486   $ 14   1,908,827   $ —   $ 4,096,658   $ ( 2,829,487 ) $ ( 1,186 ) $ 1,265,999   $ 16,319   $ 1,282,318  

4

Nextracker Inc.
Unaudited condensed consolidated statements of stockholders ’ equity (continued)
(In thousands, except share amounts)

Class A common stock
Six-month period ended September 26, 2025
Shares outstanding Amounts Additional paid-in-capital Accumulated deficit Accumulated other comprehensive 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 —  —  —  304,044   —  304,044   304,044  
Stock-based compensation expense —  —  53,963   —  —  53,963   53,963  
Vesting of Nextracker Inc. RSU and PSU awards 2,733,562   —  —  —  —  —  — 
Exercise of Nextracker Inc. options awards 712   —  —  —  —  —  — 

Total other comprehensive loss —  —  —  —  ( 439 ) ( 439 ) ( 439 )
BALANCE AT SEPTEMBER 26, 2025 148,382,505 $ 15   $ 4,239,786   $ ( 2,253,366 ) $ ( 737 ) $ 1,985,698   $ 1,985,698  

Class A common stock Class B common stock
Six-month period ended September 27, 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 —  —  —  —  —  237,091   —  237,091   4,967   242,058  
Stock-based compensation expense —  —  —  —  51,786   —  —  51,786   —  51,786  
Vesting of Nextracker Inc. RSU awards 899,915   —  —  —  —  —  —  —  —  — 
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 —  —  —  —  —  —  —  —  ( 6,112 ) ( 6,112 )
Total other comprehensive loss
—  —  —  —  —  —  ( 1,203 ) ( 1,203 ) —  ( 1,203 )
BALANCE AT SEPTEMBER 27, 2024
143,620,486   $ 14   1,908,827   $ —   $ 4,096,658   $ ( 2,829,487 ) $ ( 1,186 ) $ 1,265,999   $ 16,319   $ 1,282,318  

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

5

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

Six-month periods ended
September 26, 2025 September 27, 2024
Cash flows from operating activities:
Net income $ 304,044   $ 242,058  
Depreciation and amortization of intangible assets
13,150   3,883  
Changes in working capital and other, net
( 48,991 ) 28,686  
Net cash provided by operating activities
268,203   274,627  
Cash flows from investing activities:
Purchases of property and equipment
( 26,732 ) ( 14,900 )

Payment for acquisitions, net of cash acquired ( 115,789 ) ( 144,675 )

Net cash used in investing activities
( 142,521 ) ( 159,575 )
Cash flows from financing activities:
Repayment of bank borrowings —   ( 1,875 )

Payment of revolver issuance costs ( 1,993 ) ( 3,715 )
TRA payment ( 27,427 ) ( 15,520 )
Distribution to former non-controlling interest holder ( 3,010 ) ( 6,112 )
Payment of acquisition deferred purchase price ( 14,013 ) —

Net cash used in financing activities
( 46,443 ) ( 27,222 )

Net increase in cash and cash equivalents
79,239   87,830  
Cash and cash equivalents beginning of period
766,103   474,054  
Cash and cash equivalents end of period
$ 845,342   $ 561,884  

Non-cash investing and financing activities:

Unpaid purchases of property and equipment
$ 316   $ 1,482  

Right-of-use assets obtained in exchange of lease liabilities 24,163   8,498  

TRA revaluation — 3,761
Fair value of contingent considerations for acquisitions 28,930 2,550
Acquisition deferred purchase price 2,931 14,000
Unpaid debt issuance cost — 2,300

The accompanying notes are an integral part of these unaudited 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 unaudited 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 and six-month periods ended September 26, 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 unaudited 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. The second quarters for fiscal years 2026 and 2025 ended on September 26, 2025 (91 days) and September 27, 2024 (91 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, net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. The Company recognized foreign currency exchange losses of $ 1.9  million and $ 2.2  million during the three and six-month periods ended September 26, 2025, respectively, driven by unfavorable exchange rate fluctuations in certain currencies. The Company recognized foreign exchange gains of $ 2.4  million during the three-month period ended September 27, 2024 driven by favorable exchange rate fluctuations in Europe. Additionally, during the six-month period ended September 27, 2024, the Company recognized foreign exchange losses of $ 7.4  million due to unfavorable exchange rate fluctuations primarily in Latin America.

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 unaudited condensed consolidated financial statements. Estimates and assumptions are reviewed periodically,

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Notes to the unaudited condensed consolidated financial statements

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 unaudited 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 unaudited condensed consolidated financial statements from the acquisition dates 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 unaudited 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 six-month periods ended September 26, 2025 and September 27, 2024:

Six-month periods ended
September 26, 2025 September 27, 2024
(In thousands)
Beginning balance $ 17,981 $ 12,511
Provision for warranties issued
5,647 5,268
Payments
( 2,310 ) ( 2,879 )
Ending balance $ 21,318 $ 14,900

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 $ 88.8  million and $ 50.2  million as of September 26, 2025 and March 31, 2025, respectively, primarily related to advance payments to certain vendors for procurement of inventory.

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

Deferred tax assets
Deferred tax assets of $ 513.7  million and $ 498.8  million as of September 26, 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 $ 59.4  million and $ 42.9  million as of September 26, 2025 and March 31, 2025, respectively. In addition, accrued expenses also include $ 44.1  million and $ 54.1  million of accrued payroll as of September 26, 2025 and March 31, 2025, respectively.

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 $ 391.9  million and $ 419.4  million, as of September 26, 2025 and March 31, 2025, respectively, of which $ 372.5  million and $ 394.9  million, respectively, were included in TRA liabilities and $ 19.5  million and $ 24.5  million, respectively, were included in other current liabilities on the unaudited condensed consolidated balance sheets. During the six-month period ended September 26, 2025, a payment of $ 27.4  million was made to Flex, TPG and the TPG Affiliates, which is presented as a financing activity on the unaudited condensed consolidated statement of cash flows.

Other liabilities
Other liabilities primarily consist of long-term lease liabilities of $ 45.7  million and $ 25.6  million, contingent earnouts for the Company’s acquisitions of $ 31.5  million and $ 2.6  million, and long-term portion of standard product warranty liabilities of $ 7.1  million and $ 6.4  million as of September 26, 2025 and March 31, 2025, respectively. See Note 11 “Business and asset acquisitions” in the notes to the unaudited condensed consolidated financial statements for further detail on the earnouts for the Company’s business acquisitions.

Recently issued accounting pronouncement
Accounting Standards Update (“ASU”) 2025-05, Financial Instruments—Credit Losses : In July 2025, Financial Accounting Standards Board (“FASB”) issued a new accounting standard, which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) 606. The new standard is effective for the Company beginning in fiscal year 2027 with early adoption permitted. The Company expects to adopt the new guidance in the first quarter of fiscal year 2027 with an immaterial impact on its consolidated financial statements.
ASU 2024-03 and 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures : In November 2024, the 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

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

Nextracker’s revenue disaggregated based on timing of transfer-point in time and over time for the three and six-month periods ended September 26, 2025 and September 27, 2024:

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
(In thousands)
Timing of Transfer
Point in time
$ 58,931 $ 20,286 $ 75,894 $ 31,006
Over time
846,337 615,285 1,693,627 1,324,486
Total revenue $ 905,268 $ 635,571 $ 1,769,521 $ 1,355,492

Contract balances
The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the unaudited 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 $ 425.3 million and $ 405.9 million as of September 26, 2025 and March 31, 2025, respectively, are presented in the unaudited condensed consolidated balance sheets, of which $ 141.2  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 milestones reached or completed rows delivered. Contract assets increased by $ 19.4  million from March 31, 2025 to September 26, 2025 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time.
During the six-month periods ended September 26, 2025 and September 27, 2024, Nextracker converted $ 216.5  million and $ 133.4  million of deferred revenue to revenue, respectively, which represented 63 % and 45 %, respectively, of the beginning period balance of deferred revenue.
Remaining performance obligations
As of September 26, 2025, Nextracker had $ 471.2  million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 79 % 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 six-month period ended September 26, 2025, additions to the Company’s goodwill are driven by its acquisitions of Bentek Corporation (“Bentek”), OnSight Technology, Inc. (“OnSight”), and Origami Solar, Inc., (“Origami”) as further described in Note 11.
The following table summarizes the activity in the Company’s goodwill during the six-month period ended September 26, 2025 (in thousands):

Balance as of March 31, 2025 $ 371,018
Additions 102,649  

Balance as of September 26, 2025 $ 473,667

Other intangible assets
During the six-month period ended September 26, 2025, the total gross value of other intangible assets increased by $ 33.5  million, primarily consisting of $ 30.7  million of developed technology and $ 2.1  million of trade name. This increase is primarily driven by the recent business acquisitions as further described in Note 11.

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Notes to the unaudited condensed consolidated financial statements

The components of identifiable intangible assets are as follows:

As of September 26, 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 $ 69,969 $ ( 5,027 ) $ 64,942 $ 39,200 $ ( 2,394 ) $ 36,806
Customer relationships 18,543 ( 4,579 ) 13,964 18,000 ( 2,779 ) 15,221
Trade name and other intangibles
5,157 ( 2,347 ) 2,810 3,018 ( 1,804 ) 1,214
Total
$ 93,669 $ ( 11,953 ) $ 81,716 $ 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 and six-month periods ended September 26, 2025 and September 27, 2024 was as follows:

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
(In thousands)

Cost of sales
$ 1,649 $ 896 $ 2,808 $ 984
Selling general and administrative expense
1,269 979 2,169 979
Total amortization expense
$ 2,918 $ 1,875 $ 4,977 $ 1,963

The estimated future annual amortization expense for the acquired finite-lived intangible assets as of September 26, 2025 is as follows:

Fiscal year ending March 31, Amount
(In thousands)
2026 (1) $ 6,434
2027 12,470
2028 11,336
2029 10,967
2030 8,014
Thereafter 32,477
Total amortization expense
$ 81,698

(1) Represents estimated amortization for the remaining fiscal six-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.

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

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

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
(In thousands)
Cost of sales $ 5,077 $ 2,481 $ 7,315 $ 6,261
Selling, general and administrative expenses 24,039 25,417 42,531 40,704
Research and development 2,537 1,987 4,117 4,821
Total stock-based compensation expense $ 31,653 $ 29,885 $ 53,963 $ 51,786

During the six-month period ended September 26, 2025, the Company granted 1.4  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 $ 62.48 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 six-month period ended September 26, 2025 was estimated to be $ 76.04 per award. The fair value of these PSU awards granted during the six-month period ended September 26, 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 six-month period ended September 26, 2025 was estimated to be $ 32.60 based on a Black-Scholes option pricing model.
Additionally, during the six-month period ended September 26, 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 September 26, 2025 was approximately $ 198.2  million, which is expected to be recognized over a weighted-average period of approximately 2.2 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.

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

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
September 26, 2025 September 27, 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 $ 146,861   148,027,872   $ 0.99   $ 115,391   143,478,959   $ 0.80  

Effect of Dilutive Impact
Common stock equivalents from options awards (1) 1,816,836   1,159,734  
Common stock equivalents from RSUs (2) 1,227,359   1,294,584  
Common stock equivalents from PSUs (3) 946,038   1,237,094  
Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ —   —   $ 1,873   1,908,827  

Diluted EPS
Net income $ 146,861   152,018,105   $ 0.97   $ 117,264   149,079,198   $ 0.79  

(1) During the three-month periods ended September 26, 2025 and September 27, 2024, approximately 0.4  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 September 26, 2025 and September 27, 2024, approximately 0.7  million and 0.8  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 September 26, 2025 and September 27, 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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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

Six-month periods ended
September 26, 2025 September 27, 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 $ 304,044   147,480,066   $ 2.06   $ 237,091   142,785,176   $ 1.66  

Effect of Dilutive Impact
Common stock equivalents from Options awards (1) 1,627,871   1,273,829  
Common stock equivalents from RSUs (2) 1,177,294   1,378,883  
Common stock equivalents from PSUs (3) 824,800   1,235,060  
Income attributable to non-controlling interests and common stock equivalent from Class B common stock $ —   —   $ 4,967   2,477,715  

Diluted EPS
Net income $ 304,044   151,110,031   $ 2.01   $ 242,058   149,150,663   $ 1.62  

(1) During the six-month periods ended September 26, 2025 and September 27, 2024, approximately 0.4  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 six-month periods ended September 26, 2025 and September 27, 2024, approximately 0.7  million and 0.5  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 six-month periods ended September 26, 2025 and September 27, 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. Credit facilities
On September 8, 2025, the Company and the LLC, as the borrower, entered into a credit agreement (the “New Credit Agreement”), which replaced the existing credit agreement originally entered into by the Company on February 13, 2023 (as amended from time to time, the “Existing Credit Agreement”). The New Credit Agreement provides for an unsecured revolving credit facility (the “New Revolving Credit Facility”) that matures on September 8, 2030 (the “Maturity Date”). The initial maximum aggregate principal amount available under the New Revolving Credit Facility is $ 1.0  billion. Subject to the satisfaction of certain conditions, the LLC may request an increase of the aggregate amount available under the New Revolving Credit Facility of up to $ 250.0  million at any time. The New Revolving Credit Facility provides for sub-facilities for the issuances of letters of credit in an aggregate amount not to exceed $ 500.0  million and swingline loans not to exceed $ 150.0  million in the aggregate.
The LLC may borrow, repay and re-borrow amounts under the New Credit Agreement from time to time until the Maturity Date. Voluntary prepayments under the New Credit Agreement are permitted from time to time generally without premium or penalty. The New Revolving Credit Facility is guaranteed by the Company and the LLC. Borrowings under the New Credit Agreement bear interest at a rate of either (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, (iii) the Term RFR rate, (iv) the Daily Simple RFR rate, or (v) the Eurocurrency Rate, plus the Applicable Margin, each as defined and described in the New Credit Agreement with respect to the applicable type of borrowing.
The LLC is required to pay a quarterly commitment fee on the undrawn portion of the New Revolving Credit Facility commitments, ranging from 7.5 to 20 basis points, depending on the LLC’s consolidated net leverage ratio and credit rating. Additionally, the LLC is required to pay a quarterly letters of credit fee on the utilized portion, ranging from 87.5 to 150 basis points, also depending on the LLC’s consolidated net leverage ratio and credit rating.
The New Credit Agreement contains certain affirmative and negative covenants that, among other things and subject to certain exceptions, limits the ability of the Company, LLC and its subsidiaries to incur certain additional indebtedness or liens and requires the Company and LLC to maintain a consolidated net leverage ratio below a certain threshold.
As a result of the New Credit Agreement, the Company capitalized approximately $ 2.0  million of issuance costs related to the New Revolving Credit Facility, which were included in other assets in the unaudited condensed consolidated balance sheets and will be amortized over the term of the New Credit Agreement. As of September 26, 2025, the Company had approximately $ 915.0  million available under the New Revolving Credit Facility, net of $ 85.0  million of outstanding letters of credit. The Company was in compliance with all applicable covenants as of September 26, 2025.
Concurrently with the closing of the New Credit Agreement, the Company voluntarily terminated its Existing Credit Agreement, and all revolving commitments and all revolving loans under the Existing Credit Agreement, including all accrued interest or fees, have been paid and terminated in full as of September 8, 2025. The Existing Credit Agreement provided for a secured revolving credit facility in an aggregate principal amount of up to $ 500.0  million, of which no amounts were drawn as of September 26, 2025, and would have matured on February 11, 2028. In conjunction with the termination, the Company wrote off all unamortized issuance costs related to the Existing Credit Agreement as of September 8, 2025 and as a result recorded a loss on debt extinguishment of approximately $ 5.8  million, including transaction costs, in other income, net on its unaudited condensed consolidated statements of operations and comprehensive income. The Company incurred no termination penalties in connection with the early termination of the Existing Credit Agreement.

8. 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

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

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
Under an August 2023 “circumvention” determination by the U.S. Department of Commerce (“Commerce”), crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using wafers and other key components made in China and entered into the United States on or after April 1, 2022 are subject to antidumping duty and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012 (“Solar Circumvention Determination”). AD/CVD 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 September 2022, in response to Presidential Proclamation 10414, Commerce published a final rule that exempted CSPV modules subject to the Solar Circumvention Determination from AD/CVD cash deposits and duties if the CSPV modules entered the United States before June 6, 2024 and utilized by December 3, 2024, and if the importer of the modules complied with certain certification requirements (the “Solar Duty Waiver Regulation”). Commerce also implemented a separate certification mechanism for importers to demonstrate that imported CSPV modules are not subject to the Solar Circumvention Determination as a result of falling outside of the scope of the determination. CSPV modules imported from Cambodia, Malaysia, Thailand and Vietnam and not demonstrated via certifications to be either covered by the Solar Duty Waiver Regulation or outside the scope of the Solar Circumvention Determination are subject to AD/CVD cash deposits and possible final AD/CVD duty liability at varying rates depending on the producer and exporter of the modules.
On August 22, 2025, the U.S. Court of International Trade (“CIT”) issued a decision declaring the Solar Duty Waiver Regulation unlawful and ordering the U.S. government to impose AD/CVD duties on merchandise that had benefitted from the Solar Duty Waiver Regulation. The CIT’s decision has been appealed to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”), and the CIT’s judgment has been stayed during the pendency of that appeal.
Since April 2022, Nextracker has imported proprietary CSPV smart modules from Malaysia and Thailand that provide off-grid power to our controllers located either on each tracker row or on weather stations at the project site. Nextracker submitted certifications for the modules to either take advantage of the Solar Duty Waiver Regulation or to demonstrate that the modules do not fall within the scope of the Solar Circumvention Determination, but Nextracker did not strictly follow all of the certification procedures for a number of these entries. If the Federal Circuit upholds the CIT’s decision in the litigation challenging the Solar Duty Waiver Regulation or Nextracker’s certifications are found to be invalid, Nextracker could be required to pay AD/CVD amounts with respect to the applicable entries of the modules.
In December 2024, in connection with the August 2023 Solar Circumvention 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 our imports of CSPV modules from Malaysia and Thailand that entered the United States prior to June 6, 2024. CBP required the cash deposit payment based on the agency’s perception that certifications accompanying the imports were deficient. If CBP were to instruct us to make AD/CVD cash deposit payments relating to other past imports of our proprietary

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

CSPV modules based on the Solar Circumvention Determination, which are much larger in volume than the number of imports related to the $ 1  million cash deposits, such additional cash deposits could be material and may not be ultimately refunded to us.
While Nextracker is attempting to mitigate duty risk, the potential AD/CVD duty liability with respect to the entries at risk because of the possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies is unknown but estimated to be as much as approximately $ 120  million, plus compounded interest which could be significant, depending upon the specific scenarios. The likelihood of a loss to Nextracker cannot be determined and management is not able to reasonably estimate the amount of such loss.
To mitigate the AD/CVD duty risk, Nextracker has submitted a prior disclosure to CBP informing CBP of the potential procedural deficiencies with respect to the certifications submitted by Nextracker. Even if the Solar Duty Waiver Regulation is ultimately upheld on appeal, CBP may reject Nextracker’s certifications and attempt to subject Nextracker’s entries to the Solar Circumvention Determination and the AD/CVD orders on CSPV cells and modules from China.
To further mitigate the risk, Nextracker filed a request for a changed circumstances review with Commerce, seeking an exclusion for its off-grid smart CSPV modules from the AD/CVD orders on CSPV cells and modules from China, retroactive to January 1, 2022, which is before the effective date of the Solar Circumvention Determination. Commerce preliminarily granted the exclusion, but Commerce limited the retroactive period for the exclusion such that the exclusion would benefit only a small portion of Nextracker’s past entries and eliminate only an insignificant amount of the potential historical duty liability. Nextracker is continuing to advocate for Commerce to extend the retroactive exclusion period to January 1, 2022 in Commerce’s final changed circumstances review determination. As of October 29, 2025, the outcome of the litigation challenging the Solar Duty Waiver Regulation, CBP’s treatment of Nextracker’s certifications, and the changed circumstances review remain unclear.

9. 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 Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
(In thousands, except percentages)
Income tax $ 35,864 $ 19,928 $ 69,648 $ 47,080
Effective tax rates 19.6 % 14.5 % 18.6 % 16.3 %

The increase in income tax expense and effective tax rate from the three-month period ended September 27, 2024 to the three-month period ended September 26, 2025 is primarily driven by an increase in income before income taxes for the corresponding period and a discrete tax benefit in the three-month period ended September 27, 2024 related to a change in management’s assertion to the realization for certain deferred tax assets, partially offset by tax benefit associated with stock based compensation.
The increase in income tax expense and effective tax rate from the six-month period ended September 27, 2024 to the six-month period ended September 26, 2025 is driven by an increase in income before income taxes for the corresponding period and discrete tax benefits in the six-month period ended September 27, 2024 related to a change in managements’ assertion to the realization for certain deferred tax assets, partially offset by tax benefit associated with stock based compensation and a tax credit approved by the State of California.

10. 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

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Notes to the unaudited condensed consolidated financial statements

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 unaudited condensed consolidated balance sheets as total consolidated assets.
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 and six-month periods ended September 26, 2025 and September 27, 2024:

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
(In thousands)

Revenue $ 905,268 $ 635,571 $ 1,769,521 $ 1,355,492
Less:
Material cost 568,930 373,994 1,132,224 807,018
45X vendor credits ( 99,069 ) ( 50,707 ) ( 192,275 ) ( 98,010 )
Tariffs 32,507   2,365   43,302 7,939
Freight, labor and other cost of sales 110,040 85,124 211,684 176,310
Selling, general and administrative expenses 84,626 72,127 158,562 132,954
Research and development 26,889 19,193 48,449 35,712

Interest expense 730 3,665 1,946 6,945
Other income, net ( 2,110 ) ( 7,382 ) ( 8,063 ) ( 2,514 )

Provision for income taxes 35,864 19,928 69,648 47,080
Net income and comprehensive income
$ 146,861 $ 117,264 $ 304,044 $ 242,058

The following table sets forth geographic information of revenue based on the locations to which the products are shipped:
Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Revenue: (In thousands)
U.S.
$ 686,968 $ 461,806 $ 1,286,466 $ 973,288
Rest of the World
218,300 173,765 483,055 382,204
Total $ 905,268 $ 635,571 $ 1,769,521 $ 1,355,492

The United States is the principal country of domicile.

11. Business 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. Further, on September 8, 2025, the Company acquired 100 % interest in Origami, a pioneer in roll-formed steel frame technology for solar plants.
These business 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. Additionally, the acquisition of Origami expands the Company's capability to accelerate panel installation and improve long-term system performance. These business 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.

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Notes to the unaudited condensed consolidated financial statements

The aggregate cash consideration of the foregoing business acquisitions was approximately $ 108.3  million, net of cash acquired. Their aggregate total purchase price of $ 140.2 million includes $ 2.9  million of deferred consideration expected to be paid within a 12-month period, and $ 28.9  million of contingent earnout in aggregate (with a maximum possible consideration of $ 57.5  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 contingent earnout liability was estimated to be $ 7.0 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 contingent earnout related to the Origami acquisition is subject to the achievement of future revenue performance targets, starting September 8, 2025 to June 30, 2028. As of the acquisition date, the fair value of this contingent earnout liability was estimated to be $ 14.5 million based on a Monte-Carlo simulation model for the revenue-based earnout. As of September 26, 2025, the Company is still finalizing its assessment of the fair value of the Origami contingent 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 its contingent earnout obligations and records any changes in fair value of such liabilities in other income, net in its unaudited condensed consolidated statements of operations and comprehensive income. As of September 26, 2025, no change in the fair value of the contingent earnout liabilities was identified by management, and as such, the aggregate balance of $ 28.9  million was included in other liabilities in the unaudited condensed consolidated balance sheets.
The following table represents the activity related to the contingent earnout for the six-month period ended September 26, 2025 (in thousands):

Balance as of March 31, 2025 $ 2,550  
Additions 28,930  

Balance as of September 26, 2025 $ 31,480  

The Company incurred approximately $ 3.7 million of acquisition costs which are presented as selling, general and administrative expenses on the unaudited 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 unaudited 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.

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NEXTRACKER
Notes to the unaudited condensed consolidated financial statements

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

Current assets $ 23,001  
Property and equipment 7,320  
Intangible assets 23,667  
Goodwill 102,649  
Other assets 14,184  
Total assets 170,821  

Current liabilities 22,956  
Other liabilities, non-current 7,659  

Total purchase price, net of cash acquired $ 140,206  

Intangible assets are comprised of $ 21.0  million of developed technology to be amortized over an estimated weighted average useful life of 9.3 years, $ 2.1  million of trade name to be amortized over an estimated useful life of two years , and $ 0.5  million of customer relationships to be amortized over an estimated weighted average useful life of 1.9 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 unaudited condensed consolidated financial results for all periods presented.
Fiscal year 2025 - Foundations acquisitions
During the six-month period ended September 27, 2024, the Company completed two acquisitions. 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. Additionally, on July 31, 2024, the Company closed the acquisition of the solar foundations business held by Solar Pile International and affiliates (“SPI”) through the purchase of Spinex Systems Inc. and assets held by other SPI affiliates.
The acquisitions of Ojjo and the foundations business of SPI (“Foundations acquisitions”) expand the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The development of any utility-scale project is a long and complex process. Foundations are a key part of every utility-scale solar project installation. In addition, projects are often confronted with unique challenges related to land use considerations and exceptional variation in subsurface conditions. The Company believes there is additional value for its customers in combining tracker systems and foundations to form an integrated solution, particularly for difficult and unique soil conditions.
The aggregate cash consideration of the Foundations acquisitions was approximately $ 144.7  million, net of $ 4.4  million cash acquired. Additionally, the aggregate total purchase price of $ 164.7  million included $ 14.0  million of deferred consideration, which was paid in full during the three-month period ended September 26, 2025, a $ 3.4  million release of a loan obligation previously owed by the seller and a $ 2.6  million contingent earnout. 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 the Foundations acquisitions were included in the Company’s unaudited 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 unaudited condensed consolidated financial results for all periods presented.
Intangible assets were comprised of $ 31.7  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 .

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Notes to the unaudited condensed consolidated financial statements

Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited 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 September 26, 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 150 GW of solar tracker systems as of October 29, 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 $1.8 billion for the six-month period ended September 26, 2025 and $3.0 billion for fiscal year 2025.

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We have entered into a joint venture agreement with Abunayyan Holding in Saudi Arabia to help further expand our footprint in the Middle East and North Africa markets. The joint venture is expected to establish a strategic regional hub, bringing sales and operations closer to customers, enhancing self-reliance, and strengthening Nextracker's presence in one of the world’s fastest growing solar markets. The joint venture is expected to be consummated during our fourth fiscal quarter following the formation of Saudi Arabia legal entities and satisfaction of other closing conditions contained in the joint venture agreement .
Business acquisitions
On May 7, 2025, 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. Further, on September 8, 2025, we acquired 100% of the interest in Origami Solar, Inc. (“Origami”), a pioneer in roll-formed steel frame technology for solar plants.
These business 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. Additionally, the acquisition of Origami expands our capability to accelerate panel installation and improve long-term system performance. These business 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.
The aggregate cash consideration of the foregoing business acquisitions was approximately $108.3 million, net of cash acquired. Their aggregate total purchase price of $140.2 million, includes $2.9 million of deferred consideration expected to be paid within a 12-month period, and $28.9 million of contingent earnout in aggregate (with a maximum possible consideration of $57.5 million). See Note 11 in the notes to the unaudited condensed consolidated financial statements for further detail on these acquisitions.
In our capital allocation strategy, we are prioritizing growth that includes both organic growth and through merger and acquisitions (“M&A”). We have a disciplined M&A approach, focusing on our core competencies, technological differentiation, and value for customers.
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 Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Revenue: (In thousands, except percentages)
U.S.
$ 686,968 76% $ 461,806 73% $ 1,286,466 73% $ 973,288 72%
Rest of the World
218,300 24% 173,765 27% 483,055 27% 382,204 28%
Total $ 905,268 $ 635,571 $ 1,769,521 $ 1,355,492

The following table sets forth the revenue from customers that individually accounted for greater than 10% of our revenue during the periods included below:

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
(In millions)
Customer G
$ 98.6 $ 83.4 * $ 192.7
Customer H $ 123.0 * $ 222.5 *

*    Percentage below 10%
Our revenue mix is predominantly comprised of solar tracker system sales. In addition, during our second quarter of fiscal year 2026, we have recognized revenue for TrueCapture, eBOS, foundations business, robotic solutions, and other.

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Critical accounting policies and significant management estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us 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. We periodically review estimates and assumptions, and the effects of our revisions are reflected in the period they occur. We believe that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited condensed consolidated financial statements.
Refer to the critical accounting policies and significant management estimates under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”), where we discussed our more significant policies and estimates used in the preparation of the unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting estimates since the Form 10-K.

Key components of our results of operations
The following discussion describes certain line items in our unaudited condensed consolidated statements of operations and comprehensive income.
Revenue
We derive our revenue primarily from the sale of solar trackers and energy yield management systems to our customers. Our revenue growth is dependent on (i) our ability to maintain and expand our market share, (ii) total market growth and (iii) our ability to develop and introduce new products driving performance enhancements and cost efficiencies throughout the solar power plant. We also derived our revenue from TrueCapture, eBOS, foundations business, robotic solutions, and other.
Cost of sales and gross profit
Cost of sales consists primarily of purchased components net of any incentives or rebates earned from our suppliers, shipping and other logistics costs, applicable tariffs, standard product warranty costs, amortization of certain acquired intangible assets, stock-based compensation and direct labor. Direct labor costs represent expenses of personnel directly related to project execution such as supply chain, logistics, quality, tooling, operations and customer satisfaction. Amortization of intangibles consists of developed technology and certain acquired patents over its expected period of use and is also included under cost of sales.
Steel prices, cost of transportation, and labor costs in countries where our suppliers perform manufacturing activities affect our cost of sales. Our ability to lower our cost of sales depends on implementation and design improvements to our products as well as on driving more cost-effective manufacturing processes with our suppliers. We generally do not directly purchase raw materials such as steel or electronic components and generally do not hedge against changes in their price. Most of our cost of sales are directly affected by sales volume. Personnel costs related to our supply chain, logistics, quality, and tooling are not directly impacted by our sales volume.
Operating expenses
Selling, general and administrative expenses
Selling, general and administrative expenses consist primarily of personnel-related costs associated with our administrative and support functions. These costs include, among other things, personnel costs, stock-based compensation, facilities charges including depreciation associated with administrative functions, professional services, travel expenses, and allowance for bad debt. Professional services include audit, legal, tax and other consulting services. We have expanded our sales organization and expect to scale our sales headcount to support our planned growth. We have incurred and expect to continue to incur on an ongoing basis certain new costs related to the requirements of being a publicly traded company, including insurance, accounting, tax, legal and other professional services costs, which could be material. Amortization of intangibles consists of

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customer relationships and trade names over their expected period of use and is included under selling, general and administrative expenses. Acquisition-related costs are also included under selling, general and administrative expenses.
Research and development
Research and development expenses consist primarily of personnel-related costs associated with our engineering employees, stock-based compensation, third-party consulting and supporting our new business acquisitions. Research and development activities include improvements to our existing products, development of new tracker products such as energy yield management systems and innovations expand our technology platform. We expense substantially all research and development expenses as incurred. We expect that the dollar amount of research and development expenses will increase in amount over time.
Income tax expense
Our taxable income is primarily from the allocation of taxable income from the LLC. The provision for income taxes primarily represents the LLC’s U.S. federal, state, and local income taxes as well as foreign income taxes payable by its subsidiaries. We expect to receive a tax benefit for foreign tax credits in the United States for the foreign tax paid.

RESULTS OF OPERATIONS
The financial information and the discussion below should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report.
In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 % Change September 26, 2025 September 27, 2024 % Change
Unaudited Condensed Statement of Operations and Comprehensive Income Data:
(In thousands, except percentages)
Revenue $ 905,268  $ 635,571  42  % $ 1,769,521 $ 1,355,492 31  %
Cost of sales 612,408  410,776  49  1,194,935 893,257 34 
Gross profit
292,860  224,795  30  574,586 462,235 24 
Selling, general and administrative expenses 84,626  72,127  17  158,562 132,954 19 
Research and development 26,889  19,193  40  48,449 35,712 36 
Operating income
181,345  133,475  36  367,575 293,569 25 
Interest expense 730  3,665  (80) 1,946 6,945 (72)
Other income, net (2,110) (7,382) (71) (8,063) (2,514) 221 
Income before income taxes
182,725  137,192  33  373,692 289,138 29 
Provision for income taxes 35,864  19,928  80  69,648 47,080 48 
Net income and comprehensive income
$ 146,861  $ 117,264  25  % $ 304,044 $ 242,058 26  %

Non-GAAP Financial Measures
We present Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin as supplemental measures of our performance. We define Adjusted gross profit as gross profit plus stock-based compensation expense and intangible amortization. We define Adjusted operating income as operating income plus stock-based compensation expense, intangible amortization and non-recurring integration

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activities related to acquisitions. We define Adjusted net income as net income (loss) plus stock-based compensation expense, intangible amortization, various non-recurring tax adjustments, and non-recurring integration activities related to acquisitions. We define Adjusted EBITDA as net income (loss) plus (i) interest, net, (ii) revolver extinguishment costs, (iii) provision for income taxes, (iv) depreciation expense, (v) intangible amortization, (vi) stock-based compensation expense and (vii) non-recurring integration activities related to acquisitions. We define Adjusted gross margin as the percentage derived from Adjusted gross profit divided by revenue. We define Adjusted net income margin as the percentage derived from Adjusted net income divided by revenue. We define Adjusted EBITDA margin as the percentage derived from Adjusted EBITDA divided by revenue.
Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin are intended as supplemental measures of performance that are neither required by, nor presented in accordance with, U.S. GAAP. We present these Adjusted financial measures because we believe they assist investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we may use all or any combination of Adjusted gross profit, Adjusted operating income, Adjusted net income and Adjusted EBITDA when determining incentive compensation and to evaluate the effectiveness of our business strategies.
Among other limitations, Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted net income margin, Adjusted gross margin and Adjusted EBITDA margin do not reflect our cash expenditures or future capital expenditures or contractual commitments (including under the Tax Receivable Agreement, as defined below), do not reflect the impact of certain cash or non-cash charges resulting from matters we consider not to be indicative of our ongoing operations and do not reflect the associated income tax expense or benefit related to those charges. In addition, other companies in our industry may calculate Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin differently from us, which further limits their usefulness as comparative measures.
Because of these limitations, Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin should not be considered in isolation or as substitutes for performance measures calculated in accordance with U.S. GAAP. We compensate for these limitations by relying primarily on our U.S. GAAP results and using Adjusted financial measures on a supplemental basis. You should review the reconciliation to the most directly comparable U.S. GAAP measure of Adjusted gross profit, Adjusted operating income, Adjusted net income, Adjusted EBITDA, Adjusted gross margin, Adjusted net income margin and Adjusted EBITDA margin below and not rely on any single financial measure to evaluate our business.

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Other Financial Information: (In thousands, except percentages)
Adjusted gross profit $ 299,586 $ 228,172 $ 584,709 $ 469,480
Adjusted operating income 218,493 167,412 430,171 350,975
Adjusted net income 180,589 144,927 356,091 283,546
Adjusted EBITDA 223,526 172,651 438,300 347,627
Adjusted gross margin 33.1% 35.9% 33.0% 34.6%
Adjusted net income margin 19.9% 22.8% 20.1% 20.9%
Adjusted EBITDA margin 24.7% 27.2% 24.8% 25.6%

The following table provides a reconciliation of gross profit to Adjusted gross profit, operating income to Adjusted operating income, net income to Adjusted net income, net income to Adjusted EBITDA, gross margin to Adjusted gross margin, net income margin to Adjusted net income margin, and net income margin to Adjusted EBITDA margin for each period presented. The Adjusted measures presented in the table are inclusive of non-controlling interests.

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Three-month periods ended
Six-month periods ended

September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Reconciliation of GAAP to Non-GAAP Financial Measures:
(In thousands, except percentages)
GAAP gross profit & margin $ 292,860 32.4% $ 224,795 35.4% $ 574,586 32.5% $ 462,235 34.1%
Stock-based compensation expense
5,077 2,481 7,315 6,261
Intangible amortization
1,649  896  2,808 984

Adjusted gross profit & margin $ 299,586 33.1% $ 228,172 35.9% $ 584,709 33.0% $ 469,480 34.6%

GAAP operating income & margin $ 181,345 20.0% $ 133,475 21.0% $ 367,575 20.8% $ 293,569 21.7%
Stock-based compensation expense
31,653  29,885  53,963 51,786
Intangible amortization
2,918  1,875  4,977 1,963

Acquisition related costs (1) 2,577 2,177 3,656 3,657

Adjusted operating income & margin $ 218,493 24.1% $ 167,412 26.3% $ 430,171 24.3% $ 350,975 25.9%

GAAP net income & margin $ 146,861 16.2% $ 117,264 18.5% $ 304,044 17.2% $ 242,058 17.9%
Stock-based compensation expense
31,653  29,885  53,963 51,786
Intangible amortization
2,918  1,875  4,977 1,963
Adjustment for taxes
(3,420) (6,274) (10,549) (15,918)

Acquisition related costs (1) 2,577 2,177 3,656 3,657

Adjusted net income & margin $ 180,589 19.9% $ 144,927 22.8% $ 356,091 20.1% $ 283,546 20.9%

GAAP net income & margin $ 146,861 16.2% $ 117,264 18.5% $ 304,044 17.2% $ 242,058 17.9%
Interest, net
(5,911) 455  (11,282) (837)
Debt extinguishment cost (2) 5,121  —  5,121  — 
Provision for income taxes 35,864 19,928 69,648 47,080
Depreciation expense 4,443 1,067 8,173 1,920
Intangible amortization 2,918 1,875 4,977 1,963
Stock-based compensation expense 31,653 29,885 53,963 51,786

Acquisition related costs (1) 2,577 2,177 3,656 3,657

Adjusted EBITDA & margin
$ 223,526 24.7% $ 172,651 27.2% $ 438,300 24.8% $ 347,627 25.6%

(1) Represents transaction and integration costs incurred in relation to our acquisitions. We do not believe that the acquisition transaction costs are normal operating expenses indicative of our core operating performance, nor were these charges taken into account as factors in evaluating management’s performance when determining incentive compensation or to evaluate the effectiveness of our business strategies.
(2) Debt extinguishment cost consists of nonrecurring costs for the termination of our existing credit agreement originally entered into on February 13, 2023.

The data below, and discussion that follows, represents our results from operations.
Comparison of the three-month periods ended September 26, 2025 and September 27, 2024
Revenue
Revenue increased by $269.7 million, or 42%, for the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024, driven by a 41% increase in GW delivered, most notably in the U.S. driven by increased demand, coupled with additional revenue generated from our recent business acquisitions. Revenue increased by

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approximately $225.2 million, or 49%, in the U.S. during the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024 as the number of projects and volume of shipments increased year over year, Rest of the World increased by $44.5 million, or 26%, primarily resulting from increased shipments to Latin America, Australia, the Middle East and Europe.
Cost of sales and gross profit
Cost of sales increased by $201.6 million, or 49%, during the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024, primarily driven by the 41% increase in GW delivered noted above, along with higher cost associated with the increase in headcount as a result of our recent business acquisitions, coupled with the impact from a $30.1 million increase in tariffs, partially offset by the impact from a $93.2 million increase in Internal Revenue Code Section 45X tax credit (“45X Credit”) that is earned over time for certain clean energy components domestically produced and sold by a manufacturer. We recognize a reduction in cost of sales for 45X Credits earned on components manufactured in the U.S. During the three-month periods ended September 26, 2025 and September 27, 2024, we recognized approximately $99.1 million and $50.7 million, respectively, of reduction to cost of sales related to the 45X Credit earned on production of eligible components shipped during the period, which offset tariffs of approximately $32.5 million and $2.4 million respectively. Freight and logistics costs increased slightly as a percentage of revenue during the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024.
Gross profit increased by $68.1 million, or 30%, during the three-month period ended September 26, 2025 compared to the three-month period ended September 27, 2024, primarily resulting from the U.S. and Rest of the World revenue growth noted above and the impact from the 45X Credit recognized in the period, which offset the higher tariffs noted above.
Selling, general and administrative expenses
Selling, general and administrative expenses increased by $12.5 million, or 17%, to $84.6 million for the three-month period ended September 26, 2025 from approximately $72.1 million for the three-month period ended September 27, 2024 while decreasing 200 basis points from approximately 11% to approximately 9% as a percentage of revenue during the same period. The increase in selling, general and administrative expenses was primarily the result of an increase in costs of approximately $11.3 million related to our continued expansion of our sales organization in line with the growth in the global market and the expansion of our supporting functions also required to support our current and planned growth, and $2.6 million of acquisition-related costs incurred in conjunction with our new business acquisitions.
Research and development
Research and development expenses increased by $7.7 million, or 40%, to $26.9 million for the three-month period ended September 26, 2025 from approximately $19.2 million during the three-month period ended September 27, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions.
Interest expense
Interest expense decreased by $2.9 million, or 80%, to $0.7 million for the three-month period ended September 26, 2025 from $3.7 million during the three-month period ended September 27, 2024, primarily driven by the full repayment of the Term Loan under the 2023 Credit Agreement (as defined in the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations–Liquidity and Capital Resources” in the Form 10-K ) in the fourth quarter of fiscal year 2025.
Other income, net
Other income, net was $2.1 million for the three-month period ended September 26, 2025, which primarily included $6.4 million of interest income, partially offset the write-off of unamortized issuance costs of $5.8 million associated with our Existing RCF (as defined below), coupled with $1.9 million of unfavorable foreign currency exchange losses and other. Other

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income, net was $7.4 million income for the three-month period ended September 27, 2024, which primarily included $3.3 million of interest income and $2.4 million of favorable foreign currency exchange gains.
Provision for income taxes
We accrue and pay income taxes according to the laws and regulations of each jurisdiction in which we operate. Most of our revenue and profits are generated in the United States with a statutory income tax rate of 21% for the three and six-month periods ended September 26, 2025 and September 27, 2024. For the three-month periods ended September 26, 2025 and September 27, 2024, we recorded total income tax expense of $35.9 million and $19.9 million, respectively, which reflected consolidated effective income tax rates of 19.6% and 14.5%, respectively. The increase in tax expense as well as effective tax rate from the three-month period ended September 27, 2024 to the three-month period ended September 26, 2025 is driven by an increase in income before income taxes for the corresponding period and a discrete tax benefit in the three-month period ended September 27, 2024 related to a change in management’s assertion to the realization for certain deferred tax assets, partially offset by tax benefit associated with stock based compensation.
From time to time, we are subject to income and non-income based tax audits in the jurisdictions in which we operate. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax rules and regulations in a number of jurisdictions. Due to such complexity of these uncertainties, the ultimate resolution may result in a payment or refund that is materially different from our estimates.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. Among other provisions, the OBBBA made permanent extensions of certain provisions within the Tax Cuts and Jobs Act and allowance of immediate expensing of qualified research and development expenses. We have performed our initial evaluation of the impact of OBBBA on our consolidated financial statements, and do not expect it to have a material impact on our effective tax rate for fiscal year 2026.
Comparison of the six-month periods ended September 26, 2025 and September 27, 2024
Revenue
Revenue increased by $414.0 million, or 31%, for the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, driven by a 34% increase in GW delivered, most notably in the U.S. due to increased demand, coupled with additional revenue generated from our recent business acquisitions. Revenue increased approximately $313.2 million, or 32% in the U.S. during the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024 as more projects came on line, and the Rest of the World increased $100.9 million, or 26%, primarily from increased shipments to Latin America, the Middle East and Europe.
Cost of sales and gross profit
Cost of sales increased by $301.7 million, or 34%, during the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily driven by the 34% increase in GW delivered, along with higher cost associated with the increase in headcount as a result of our recent business acquisitions noted above, coupled with the impact from a $35.4 million increase in tariffs. These increases were partially offset by the impact from the 45X Credit. During the first half of fiscal years 2026 and 2025, we recognized approximately $192.3 million and $98.0 million, respectively, of reduction to cost of sales related to the 45X Credit earned on production of eligible components shipped during the period, which offset tariffs of approximately $43.3 million and $7.9 million respectively. Freight and logistics costs (excluding tariffs) remained flat as a percentage of revenue during the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024.
Gross profit increased by $112.4 million, or 24%, during the six-month period ended September 26, 2025 compared to the six-month period ended September 27, 2024, primarily resulting from the U.S. and Rest of the World revenue growth, and the impact from the 45X Credit recognized in the first half of fiscal year 2026, offset by the higher tariffs coupled with the higher cost associated with our increase in headcount noted above.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $25.6 million, or 19%, to $158.6 million for the six-month period ended September 26, 2025 from approximately $133.0 million for the six-month period ended September 27, 2024. The increase in

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selling, general and administrative expenses was primarily the result of approximately $20.1 million related to the continued expansion of our sales organization in line with the growth in the global market, and the expansion of our supporting functions required to support our current and planned growth; $3.7 million of acquisition-related costs incurred in conjunction with our new business acquisitions; and a $1.8 million increase in stock-based compensation expense incurred in conjunction with our 2022 equity incentive plan.
Research and development
Research and development expenses increased $12.7 million, or 36%, to $48.4 million for the six-month period ended September 26, 2025 from approximately $35.7 million during the six-month period ended September 27, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions.
Interest expense
Interest expense decreased $5.0 million, or 72%, to $1.9 million, for the six-month period ended September 26, 2025 from $6.9 million during the six-month period ended September 27, 2024, primarily driven by the full repayment of the Term Loan under the 2023 Credit Agreement in the fourth quarter of fiscal year 2025.
Other income, net
Other income, net was $8.1 million income for the six-month period ended September 26, 2025, which primarily included $12.7 million interest income, partially offset by the write-off of unamortized issuance costs of $5.8 million associated with our Existing RCF (as defined below), coupled with $2.2 million of unfavorable foreign currency exchange losses and other. Other income, net was $2.5 million income for the six-month period ended September 27, 2024, which primarily included $8.0 million interest income, partially offset by $7.4 million of unfavorable foreign currency exchange losses.
Provision for income taxes
We accrue and pay income taxes according to the laws and regulations of each jurisdiction in which we operate. Most of our revenue and profits are generated in the United States with a statutory income tax rate of approximately 21% for the six-month periods ended September 26, 2025 and September 27, 2024. For the six-month periods ended September 26, 2025 and September 27, 2024, we recorded total income tax expense of $69.6 million and $47.1 million, respectively, which reflected consolidated effective income tax rates of 18.6% and 16.3%, respectively. The increase in tax expense as well as effective tax rate from the six-month period ended September 27, 2024 to the six-month period ended September 26, 2025 is driven by an increase in income before income taxes for the corresponding period and discrete tax benefits in the six-month period ended September 27, 2024 related to a change in management’s assertion to the realization for certain deferred tax assets, partially offset by tax benefit associated with stock based compensation and a tax credit approved by the State of California.

LIQUIDITY AND CAPITAL RESOURCES
Our principal uses of cash have been to fund the growth in our operations and invest in research and development and our cash flow generation and credit facilities have continued to provide adequate liquidity for our business. We enhanced our capital structure with a $1.0 billion unsecured revolving credit facility expanding our total liquidity to approximately $1.8 billion as of September 26, 2025.
Credit Facilities
On September 8, 2025, we and the LLC, as the borrower, entered into a credit agreement (the “New Credit Agreement”), which replaced the existing credit agreement originally entered into by us on February 13, 2023 (as amended from time to time, the “Existing Credit Agreement”). The New Credit Agreement provides for an unsecured revolving credit facility (the “New Revolving Credit Facility”) that matures on September 8, 2030 (the “Maturity Date”). The initial maximum aggregate principal amount available under the New Revolving Credit Facility is $1.0 billion. Subject to the satisfaction of certain conditions, the LLC may request an increase of the aggregate amount available under the New Revolving Credit Facility of up to $250.0 million at any time. The New Revolving Credit Facility provides for sub-facilities for the issuances of letters of credit in an aggregate amount not to exceed $500.0 million and swingline loans not to exceed $150.0 million in the aggregate.

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The LLC may borrow, repay and re-borrow amounts under the New Credit Agreement from time to time until the Maturity Date. Voluntary prepayments under the New Credit Agreement are permitted from time to time generally without premium or penalty. The New Revolving Credit Facility is guaranteed by us and the LLC. Borrowings under the New Credit Agreement bear interest at a rate of either (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, (iii) the Term RFR rate, (iv) the Daily Simple RFR rate, or (v) the Eurocurrency Rate, plus the Applicable Margin, each as defined and described in the New Credit Agreement with respect to the applicable type of borrowing.
The LLC is required to pay a quarterly commitment fee on the undrawn portion of the New Revolving Credit Facility commitments, ranging from 7.5 to 20 basis points, depending on the LLC’s consolidated net leverage ratio and credit rating. Additionally, the LLC is required to pay a quarterly letters of credit fee on the utilized portion, ranging from 87.5 to 150 basis points, also depending on the LLC’s consolidated net leverage ratio and credit rating.
The New Credit Agreement contains certain affirmative and negative covenants that, among other things and subject to certain exceptions, limits the ability of us, the LLC and its subsidiaries to incur certain additional indebtedness or liens and requires us and the LLC to maintain a consolidated net leverage ratio below a certain threshold.
As a result of the New Credit Agreement, we capitalized approximately $2.0 million of issuance costs related to the New Revolving Credit Facility, which were included in other assets in the unaudited condensed consolidated balance sheets and will be amortized over the term of the New Credit Agreement. As of September 26, 2025, we had approximately $915.0 million available under the New Revolving Credit Facility, net of $85.0 million of outstanding letters of credit. We were in compliance with all applicable covenants as of September 26, 2025.
Concurrently with the closing of the New Credit Agreement, we voluntarily terminated our Existing Credit Agreement, and all revolving commitments and all revolving loans under the Existing Credit Agreement, including all accrued interest or fees, had been paid and terminated in full as of September 8, 2025. The Existing Credit Agreement provided for a secured revolving credit facility in an aggregate principal amount of up to $500.0 million (the “Existing RCF”), of which no amounts were drawn as of September 26, 2025, and would have matured on February 11, 2028. In conjunction with the termination, we wrote off all unamortized issuance costs related to the Existing Credit Agreement as of September 8, 2025 and as a result recorded a loss on debt extinguishment of approximately $5.8 million, including transaction costs, in other income, net on our unaudited condensed consolidated statements of operations and comprehensive income. We incurred no termination penalties in connection with the early termination of the Existing Credit Agreement.
Tax Receivable Agreement
In connection with the IPO, on February 13, 2023, Nextracker Inc. entered into a Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) that provided for the payment by us to Flex, TPG Rise, and the following affiliates of TPG Rise: 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”) (or certain permitted transferees thereof) of 85% of the tax benefits, if any, that we are deemed to realize under certain circumstances, as more fully described in the Form 10-K. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement or distributions to us by the LLC are not sufficient to permit us to make payments under the Tax Receivable Agreement after we have paid taxes. Prior to the separation from Flex, Yuma and Yuma Sub assigned their respective rights under the Tax Receivable Agreement to an entity that remains an affiliate of Flex.
We believe that our cash provided by operations and other existing and committed sources of liquidity, including our New Revolving Credit Facility, will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments, potential debt service requirements and payments under the Tax Receivable Agreement for at least the next 12 months.

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Cash Flows Analysis

Six-month periods ended
September 26, 2025 September 27, 2024
(In thousands)
Net cash provided by operating activities
$ 268,203  $ 274,627 
Net cash used in investing activities
(142,521) (159,575)
Net cash used in financing activities
(46,443) (27,222)

Six-month period ended September 26, 2025
Net cash provided by operating activities was $268.2 million during the six-month period ended September 26, 2025. Total cash provided during the period was driven by net income of $304.0 million adjusted for non-cash charges of approximately $80.1 million primarily related to stock-based compensation expense, depreciation and amortization, write-off of unamortized revolver issuance costs, and deferred income taxes. Cash from net income was further decreased by the overall increase in our net operating assets and liabilities, primarily our net working capital accounts, resulting in an outflow of approximately $115.9 million as we continue to fund our current and planned growth.
Net cash used in investing activities was approximately $142.5 million and directly attributable to the $115.8 million payment for the acquisitions of Bentek, OnSight, and Origami net of cash acquired, coupled with $26.7 million paid for the purchase of property and equipment.
Net cash used in financing activities was $46.4 million primarily resulting from a $27.4 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement, a $14.0 million payment of acquisition deferred purchase price, and a $3.0 million tax distribution to our former non-controlling interest holder pursuant to the LLC Agreement.
Six-month period ended September 27, 2024
Net cash provided by operating activities was $274.6 million during the six-month period ended September 27, 2024. Total cash provided during the period was driven by net income of $242.1 million adjusted for non-cash charges of approximately $57.2 million primarily related to stock-based compensation expense, depreciation and amortization and provision for credit losses, partially offset by deferred income taxes associated with the Tax Receivable Agreement. Cash from net income was further decreased by the overall increase in our net operating assets and liabilities, primarily our net working capital accounts, resulting in an outflow of approximately $24.6 million. Accounts payable decreased $53.3 million, partially associated with timing and a decrease in payment cycle. Other liabilities decreased $67.2 million primarily due to decrease in accrued expense, and other assets increased $16.1 million driven by advance payments to suppliers. Partially offsetting the cash outflows were decreases in inventory of $27.2 million as we continued to transfer production to the U.S. and shrink lead times, decreases in account receivable and contract assets in the aggregate of $61.6 million due to a reduction in revenue, the timing of billings and deliveries, and increases in deferred revenue of $23.3 million driven primarily by increased deposits on higher bookings during the period.
Net cash used in investing activities was approximately $159.6 million and directly attributable to the $144.7 million payment for the Foundations acquisitions, net of cash acquired, coupled with the purchase of property and equipment.
Net cash used in financing activities was $27.2 million primarily resulting from a $15.5 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement, a $6.1 million tax distribution to our former non-controlling interest holders pursuant to the LLC Agreement, and a $3.7 million payment of the Existing RCF issuance costs.

Cash management and financing
We had a total liquidity of approximately $1.8 billion as of September 26, 2025, primarily related to unutilized amounts under the New Revolving Credit Facility net of cumulative letters of credit issued in conjunction with our customer contracts, and our cash and cash equivalents.

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Contractual obligations and commitments
As discussed in the “Credit Facilities” section above, in September 2025, we entered into a New Credit Agreement, which replaced the Existing Credit Agreement originally entered into on February 13, 2023. The New Credit Agreement provides for a $1.0 billion unsecured New Revolving Credit Facility that matures on September 8, 2030. As of September 26, 2025, we had approximately $915.0 million available under the New Revolving Credit Facility, net of $85.0 million of outstanding letters of credit.
Information regarding our debt obligations, operating lease commitments, obligations under the Tax Receivable Agreement and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Form 10-K.
There were no material changes in our contractual obligations and commitments as of September 26, 2025.

Recently adopted accounting pronouncements
None during the six-month period ended September 26, 2025 .

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in commodity prices, such as steel and customer concentrations. We do not hold or issue financial instruments for trading purposes as of September 26, 2025.
There were no material changes in our exposure to market risks for changes in interest and foreign currency exchange rates for the six-month period ended September 26, 2025 as compared to the fiscal year ended March 31, 2025.

Concentration of major customers
Our customer base consists primarily of EPCs, as well as solar project owners and developers. We do not require collateral on our trade receivables. The loss of any one of our top five customers could have a materially adverse effect on our revenue and profits.
The following table sets forth the percentage of our total revenue from our customers that exceeded 10% of our total revenue and from our five largest customers during the periods included below:

Three-month periods ended Six-month periods ended
September 26, 2025 September 27, 2024 September 26, 2025 September 27, 2024
Customer G
11% 13% * 14%
Customer H
14% * 13% *
Top five largest customers 43% 39% 39% 39%

*    Percentage below 10%
Commodity price risk
We are subject to risk from fluctuating market prices of certain commodity raw materials, such as steel, that are used in our products. Prices of these raw materials may be affected by supply restrictions or other market factors from time to time, and we do not enter into hedging arrangements to mitigate commodity risk. Significant price changes for these raw materials could reduce our operating margins if we are unable to recover such increases from our customers, and could harm our business, financial condition and results of operations.
In addition, we are subject to risk from fluctuating logistics costs. As a result of disruptions caused by geopolitical conflicts, consumer and commercial demand for shipped goods has increased across multiple industries, which in turn has reduced the availability and capacity of shipping containers and available ships worldwide. These disruptions caused, and may in the future

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cause, increased logistics costs and shipment delays affecting the timing of our project deliveries, the timing of our recognition of revenue and our profitability.
Foreign currency exchange risk
We transact business in various foreign countries and are, therefore, subject to risk of foreign currency exchange rate fluctuations. We have established a foreign currency risk management policy to manage this risk. We intend to manage our foreign currency exposure by evaluating and using non-financial techniques, such as currency of invoice, leading and lagging payments and receivables management.
Based on our overall currency rate exposures as of September 26, 2025 and March 31, 2025, including the derivative financial instruments intended to hedge the nonfunctional currency-denominated monetary assets, liabilities and cash flows, and other factors, a 10% appreciation or depreciation of the U.S. dollar from its cross-functional rates would not be expected, in the aggregate, to have a material effect on our financial position, results of operations and cash flows in the near-term.

ITEM 4. CONTROLS AND PROCEDURES
a. Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Principal Financial Officer, to allow timely decisions regarding required disclosure. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of September 26, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
b. Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 26, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
c. Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of conducting our business, we have in the past and may in the future become involved in various legal actions and other claims. We may also become involved in other judicial, regulatory and arbitration proceedings concerning matters arising in connection with the conduct of our businesses. Some of these matters may involve claims of substantial amounts. In addition, from time to time, third parties may assert intellectual property infringement claims against us in the form of letters and other forms of communication. These legal proceedings may be subject to many uncertainties and there can be no assurance of the outcome of any individual proceedings. We do not believe that the final outcomes of these matters, and we are not a party to any other legal proceedings that we believe, if determined adversely to us, would have a material adverse effect on our business, financial condition or results of operations .
For more information, see Note 8 “Commitments and contingencies” in the notes to the unaudited condensed consolidated final statements included elsewhere in this Quarterly Report.

ITEM 1A. RISK FACTORS
Our business and our ability to execute our strategy are subject to many risks. These risks and uncertainties include, but are not limited to, the following:
Summary of Risk Factors
• The demand for solar energy and, in turn, our products is impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer.
• Competitive pressures within our industry may harm our business, results of operations, financial condition and prospects.
• We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions.
• Delays in construction projects and any failure to manage our inventory could have a material adverse effect on us.
• Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations.
• The reduction, elimination or expiration of government incentives for, or regulations mandating or restricting the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business.
• International regulation of and incentives for solar projects vary by jurisdiction and may change or be eliminated.
• Changes in the global trade environment, including the imposition of tariffs and import duties, as well as wide-ranging, reciprocal and retaliatory tariffs and trade restrictions, could adversely affect our business growth and the amount or timing of our revenues, results of operations or cash flows.
• We rely heavily on our suppliers and our operations could be disrupted if we encounter problems with our suppliers or if there are disruptions in our supply chain.
• Economic, political and market conditions can adversely affect our business, financial condition and results of operations.
• If we do not maintain environmental, social and governance (“ESG”) practices and disclosures that meet the expectations of customers, regulators, employees, and investors, our relationships with these stakeholders could suffer, which could adversely affect our business and financial results.
• Our business and industry, including our customers and suppliers, are subject to risks of severe weather events, natural disasters, climate change and other catastrophic events.

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• Our business, operating results and financial condition could be materially harmed by evolving regulatory uncertainty or obligations applicable to our products and services.
• We may not be able to convert our orders in backlog into revenue.
• An increase in interest rates, or a reduction in the availability of tax equity or project debt financing, could make it difficult for project developers and owners to finance the cost of a solar energy system and could reduce the demand for our products.
• A loss of one or more of our significant customers, their inability to perform under their contracts, or their default in payment, could harm our business and negatively impact our revenue, results of operations and cash flows.
• Defects, performance problems or vulnerabilities in our products could result in loss of customers, reputational damage and decreased revenue, and we may face warranty, indemnity and product liability claims arising from our products.
• Cybersecurity or other data security incidents could materially impact our operations, financial performance, and reputation.
• Failure to comply with current or future federal, state, local and foreign laws, regulations, rules and industry standards relating to privacy and data protection could adversely affect our business, financial condition, results of operations and prospects.
• We may experience delays, disruptions or quality control problems in our product development operations.
• Our continued expansion into new markets could subject us to additional business, financial, regulatory and competitive risks.
• Uncertainty in the development, adoption, integration, deployment and use of AI in our products and services, as well as our business more broadly, could adversely affect our business and reputation.
• Electric utility industry policies and regulations may present technical, regulatory and economic barriers to the purchase and use of solar energy systems that could significantly reduce demand for our products or harm our ability to compete.
• A drop in the price of electricity sold may harm our business, financial condition and results of operations.
• Technological advances in the solar components industry or developments in alternative technologies could render our systems uncompetitive or obsolete.
• If we fail to, or incur significant costs in order to, obtain, maintain, protect, defend or enforce our intellectual property, our business and results of operations could be materially harmed.
• We use “open source” software, and any failure to comply with the terms of one or more open source licenses could adversely affect our business, financial condition and results of operations.
• We invest significant time, resources and management attention to identifying and developing project leads that are subject to our sales and marketing focus and if we are unsuccessful in converting such project leads into binding purchase orders, our business, financial condition and results of operations could be materially adversely affected.
• Our growth depends in part on the success of our strategic relationships with third parties on whom we rely for new projects and who provide us with valuable customer feedback that helps guide our innovation.
• We may need to defend ourselves against third-party claims that we are infringing, misappropriating or otherwise violating others’ intellectual property rights, which could divert management’s attention, cause us to incur significant costs, and prevent us from selling or using the technology to which such rights relate.
• Failure by our manufacturers or our component or raw material suppliers to use ethical business practices and comply with applicable laws and regulations may adversely affect our business, financial condition and results of operations.
• We could be adversely affected by any violations of the FCPA and other foreign anti-bribery laws.
• We may incur obligations, liabilities or costs under environmental, health and safety laws, which could have an adverse impact on our business, financial condition and results of operations.

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• Fluctuations in foreign currency exchange rates could increase our operating costs and impact our business.
Investing in our Class A common stock involves a high degree of risk. If any of the following risks occur, it could have a material adverse effect on our business, financial condition, results of operations or prospects. Risks that are not presently known to us or that we do not currently consider material could also have a material adverse effect on our business, financial condition and results of operations. If any of these or the following risks occur, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Some statements in this Quarterly Report, including statements in the following risk factors, constitute forward-looking statements. See the section entitled “Special note regarding forward-looking statements.”
Risks related to our business and our industry
The demand for solar energy and, in turn, our products is impacted by many factors outside of our control, and if such demand does not continue to grow or grows at a slower rate than we anticipate, our business and prospects will suffer.
Our future success depends on continued demand for utility-scale solar energy. Solar energy is a rapidly evolving and competitive market that has experienced substantial changes in recent years, and we cannot be certain that EPCs, developers, owners and operators of solar projects will remain active in the market or that new potential customers will pursue solar energy as an energy source at levels sufficient to grow our business. The demand for solar energy, and in turn, our products, may be affected by many factors outside of our control, including:
• availability, scale and scope of government subsidies, government and tax incentives and financing sources to support the development and commercialization of solar energy solutions;
• levels of investment by project developers and owners of solar energy products, which tend to decrease when economic growth slows;
• the emergence, continuance or success of, or increased government support for, other alternative or conventional energy generation technologies and products;
• local, state and federal permitting and other regulatory requirements related to environmental, land use and transmission issues, each of which can significantly impact the feasibility and timelines for solar projects;
• technical and regulatory limitations regarding the interconnection of solar energy systems to the electrical grid;
• the cost and availability of raw materials and components necessary to produce solar energy, such as steel, polysilicon and semiconductor chips; and
• regional, national or global macroeconomic trends, including further increased interest rates, or a reduction in the availability of tax equity or project debt financing, which could make it difficult for project developers and owners to finance the cost of a solar energy system and new projects.
If demand for solar energy fails to continue to grow, demand for our products will plateau or decrease, which would have an adverse impact on our ability to increase our revenue and grow our business. If we are not able to mitigate these risks and overcome these difficulties successfully, our business, financial condition and results of operations could be materially and adversely affected.
Competitive pressures within our industry may harm our business, results of operations, financial condition and prospects.
We face intense competition from a large number of solar tracker companies in nearly all of the markets in which we compete. The solar tracker industry is currently fragmented. This may result in price competition which could adversely affect our revenue and margins.
Some of our competitors are developing or are currently manufacturing products based on different solar power technologies that may ultimately have costs similar to or lower than our projected costs. In addition, some of our competitors have or may in the future have lower costs of goods sold, lower operating costs, greater name and brand recognition in specific markets in which we compete or intend to sell our products, greater market shares, access to larger customer bases, greater resources and significantly greater economies of scale than we do. Additionally, new competitors may enter our market as a result of, among other factors, lower research and development costs.

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We may also face adverse competitive effects from other participants in the solar industry. For example, the price for solar panels has experienced significant declines in several markets globally in recent periods. Substantial pricing declines for panels can make the returns on investment for tracker technology less competitive in comparison to fixed tilt racking systems. In addition, other risks include EPCs subjecting their subcontractors who compete for their business, such as us, to contractual clauses that carry higher contractual risk to us, such as “pay if paid” clauses that requires an EPC to pay us only when the EPC’s end customer pays the EPC, higher liquidated damages amounts, increased contractual liabilities above 100% of the contract value and more limited force majeure clauses, among others.
In addition, part of our strategy is to continue to grow our revenues from international markets. Any new geographic market could have different characteristics from the markets in which we currently sell products, and our ability to compete in such markets will depend on our ability to adapt properly to these differences. We may also face competition from lower cost providers in any new markets we enter, which could decrease the demand for our products or cause us to reduce the cost of our products in order to remain competitive. Any of these factors could have a material adverse effect on our business, results of operations, financial condition, and prospects.
We face competition from conventional and other renewable energy sources that may offer products and solutions that are less expensive or otherwise perceived to be more advantageous than solar energy solutions.
We face significant competition from providers of conventional and renewable energy alternatives such as coal, nuclear, natural gas and wind. We compete with conventional energy sources primarily based on price, predictability of price and energy availability, environmental considerations and the ease with which customers can use electricity generated by solar energy projects. If solar energy systems cannot offer a compelling value to customers based on these factors, then our business growth may be impaired.
Conventional energy sources generally have substantially greater financial, technical, operational and other resources than solar energy sources, and as a result may be able to devote more resources to research, development, promotion and product sales or respond more quickly to evolving industry standards and changes in market conditions than solar energy systems. Conventional and other renewable energy sources may be better suited than solar for certain locations or customer requirements and may also offer other value-added products or services that could help them compete with solar energy sources. In addition, the source of a majority of conventional energy electricity is non-renewable, which may in certain markets allow them to sell electricity more cheaply than electricity generated by solar generation facilities. Non-renewable generation is typically available for dispatch at any time, as it is not dependent on the availability of intermittent resources such as sunlight. The cost-effectiveness, performance and reliability of solar energy products and services, compared to conventional and other renewable energy sources, could materially and adversely affect the demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.
Delays in construction projects and any failure to manage our inventory could have a material adverse effect on us.
Many of our products are used in large-scale projects, which generally require a significant amount of planning and preparation and which can be delayed and rescheduled for a number of reasons, including customer or partner labor availability, difficulties in complying with environmental and other government regulations or obtaining permits, interconnection delays, financing issues, changes in project priorities, additional time required to acquire rights-of-way or property rights, unanticipated soil conditions, or health-related shutdowns or other work stoppages. These delays may result in unplanned downtime, increased costs and inefficiencies in our operations, and increased levels of excess inventory.
Our results of operations may fluctuate from quarter to quarter, which could make our future performance difficult to predict and could cause our results of operations for a particular period to fall below expectations.
Our quarterly results of operations are difficult to predict and may fluctuate significantly in the future. Because we recognize revenue on projects as legal title to equipment is transferred from us to the customer, any delays in large projects from one quarter to another may cause our results of operations for a particular period to fall below expectations. We have experienced seasonal and quarterly fluctuations in the past as a result of fluctuations in our customers’ businesses, changes in local and global market trends, as well as seasonal weather-related disruptions. For example, our customers’ ability to install solar energy systems is affected by weather, such as during the winter months. Inclement weather may also affect our logistics and operations by causing delays in the shipping and delivery of our materials, components and products which may, in turn, cause delays in our customers’ solar projects.

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Further, given that we operate in a rapidly growing industry, the true extent of these fluctuations may have been masked by our recent growth rates and consequently may not be readily apparent from our historical results of operations and may be difficult to predict. Our financial performance, sales, working capital requirements and cash flows may fluctuate, and our past quarterly results of operations may not be good indicators of future performance or prospects. Any substantial fluctuation in revenues could have an adverse effect on our financial condition, results of operations, cash flows and stock price for any given period. In addition, revenue and other operating results in future fiscal quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock.
The reduction, elimination or expiration of government incentives for, or regulations mandating or restricting the use of, renewable energy and solar energy specifically could reduce demand for solar energy systems and harm our business.
Federal, state, local and foreign government bodies provide incentives to owners, end users, distributors and manufacturers of solar energy systems to promote solar electricity in the form of tax credits, rebates, subsidies and other financial incentives. The range and duration of these incentives varies widely by jurisdiction. Our customers typically use our systems for grid-connected applications wherein solar power is sold under a power purchase agreement or into an organized electric market. This segment of the solar industry has historically depended in large part on the availability and size of government incentives supporting the use of renewable energy. Consequently, the reduction, elimination or expiration of government incentives for grid-connected solar electricity may negatively affect the competitiveness of solar electricity relative to conventional and non-solar renewable sources of electricity, and could harm or halt the growth of the solar electricity industry and our business. These reductions, eliminations or expirations could occur without warning. Any changes to the existing framework of these incentives could cause fluctuations in our results of operations.
The Inflation Reduction Act of 2022 (the “IRA”) made significant changes to the federal income tax credits available to solar energy projects, including the investment tax credit (“ITC”) under the U.S. Internal Revenue Code (“IRC”) for certain energy property. One such change created a per-unit tax credit (the “Section 45X Credit”) that is earned over time for certain clean energy components domestically produced and sold by a manufacturer. Guidance issued by the U.S. Treasury Department regarding the availability of the ITC (and its successor commonly referred to as 48E or “tech neutral” effective January 1, 2025) has changed in the past and is subject to change in the future. The IRA itself was substantially amended by the OBBBA (described below) on July 4, 2025, including with respect to Section 48E and the Section 45X Credit, in a manner which materially reduced the future availability of these credits.
Under the IRA, investments in certain solar projects may qualify for an additional bonus credit amount if the solar energy project satisfies certain “domestic content” requirements. On May 12, 2023, the U.S. Treasury Department and the IRS released Notice 2023-38 providing guidance with respect to the IRA’s domestic content bonus credit. On May 16, 2024, the U.S. Treasury Department and the IRS released Notice 2024-41, which includes a “safe harbor” that taxpayers may use to classify certain components of solar projects for the purpose of qualifying for the domestic content bonus credit. On January 16, 2025, the U.S. Treasury Department and the IRS released Notice 2025-08, which introduced an updated elective safe harbor. Generally, for a qualified facility or energy project to qualify for a domestic content bonus, the project must include specified amounts of U.S.-manufactured iron, steel and manufactured products and be able to substantiate that content and its country of manufacture. We have invested in developing a supply chain and U.S. manufacturing footprint to allow us to sell customers a solar tracker that we believe complies with the domestic content requirements provided in the Notices discussed above.
In 2024, the U.S. Treasury Department and the IRS issued final Treasury regulations on the elective payment of applicable credits under Section 6417 of the IRC and the transfer of certain credits under Section 6418 of the IRC.
On October 28, 2024, the U.S. Treasury Department and the IRS published the 45X Treasury regulations regarding the Section 45X Credit, which became effective on December 27, 2024.The 45X Treasury regulations confirm that torque tubes and structural fasteners, including several used in our trackers, may qualify as eligible components.
The amount of the Section 45X Credit varies depending on the eligible component. In the case of torque tubes and structural fasteners, the credit amount is equal to $0.87 per kilogram and $2.28 per kilogram, respectively, through the end of 2029.
The Section 45X Credit amount will be reduced each year by 25% of these amounts starting in 2030 and end after 2032. In calendar year 2024, our eligible U.S. manufacturing suppliers availed themselves of the Section 45X Credits to varying degrees and we accounted for some of these economic benefits in our cost of acquiring torque tubes and fasteners. Beginning in calendar year 2025, in certain circumstances, we have directly obtained the benefit of the Section 45X Credit through the use of an election authorized in the Section 45 Treasury regulations.

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In lieu of Section 48E, as a result of changes made by the IRA, United States taxpayers may elect to claim a production tax credit (“PTC”) under Section 45Y of the IRC for qualified solar facilities if the construction of the facility began before January 1, 2025 and the facility is timely placed in service for federal income tax purposes.
The PTC is available in respect of kilowatt hours of electricity produced by a qualifying solar project and sold to one or more unrelated persons during the ten years following the date on which the qualifying solar project is placed in service. The amount of PTC available varies based on an annual inflation adjustment. The available credit amount is increased by up to 10% if the domestic content requirements described above are satisfied.
The IRA created Sections 48E and 45Y, which are “technology neutral” tax credit incentives that replace each of the ITC and production tax credit (“PTC”), respectively, for certain qualifying projects that begin construction after 2024. These provisions require that a project satisfy a “zero greenhouse gas emissions” standard in order to qualify for the tax credits. Taxpayers that began construction of energy projects or facilities that qualify for the ITC or PTC prior to 2025 may choose to claim the ITC, PTC, or one of the “technology neutral” tax credits in respect of the project assuming that certain continuous construction requirements are met.
On January 7, 2025, the U.S. Treasury Department and the IRS released final Treasury regulations which were published in the Federal Register on January 15, 2025 (the “Clean Electricity Treasury regulations”) regarding the Section 45Y Credit with respect to certain qualified facilities claiming such tax credit and the Section 48E Credit with respect to claiming such a tax credit on certain qualified facilities and energy storage technology.
On July 4, 2025, a U.S. federal budget reconciliation bill known as the One Big Beautiful Bill Act (“OBBBA”) was enacted. The OBBBA, among other things, materially changed most of the federal renewable energy incentives, including those described in Sections 45X, 48E and 45Y. In particular, the OBBBA significantly altered the availability of the Section 48E and 45Y tax credits our customers rely upon for qualified solar and wind facilities. For example, whereas under IRA Section 48E and 45Y credits were available through 2032 or such later period until the U.S. power sector emitted 75% less carbon emissions than 2022 levels, the OBBBA substantially reduced this timeframe to require that projects begin construction by July 4, 2026 to utilize a continuity safe harbor that permits solar projects to be placed in service within four calendar years following the calendar year in which the project began construction for tax credit eligibility. Solar projects that begin construction after July 4, 2026 must be placed in service by December 31, 2027 to qualify for the Section 48E and 45Y credits. Such acceleration in the expiration of these tax credits will reduce the number of projects in future years that would have otherwise qualified for such credits, likely reducing the overall project volume over time. The OBBBA also introduced certain foreign entity of concern restrictions on owners of qualified facilities claiming such 48E and 45Y tax credits, as well as on manufacturers of components that otherwise qualify for the Section 45X credit.
Additionally, on July 7, 2025 President Trump issued an Executive Order directing the Secretary of the Treasury to take measures to strictly enforce the termination of the Sections 48E and 45Y credits for wind and solar facilities. The Executive Order specifically directs the Secretary of the Treasury to issue new restrictions concerning “beginning of construction” requirements that appear in many provisions of the OBBBA and which govern eligibility for these tax credits. The Executive Order targets “safe harbor” practices in which our customers’ seek to establish that their projects have begun construction by the relevant deadline (and therefore qualify for the tax credit) by incurring 5% or more of applicable project costs. Treasury guidance required by this Executive Order was issued on August 22, 2025. Under this guidance the 5% safe harbor was eliminated effective September 2, 2025 and additional requirements were imposed on solar projects for purposes of demonstrating both the start of physical construction and continuous physical construction thereafter. Such requirements may diminish our customers’ ability to qualify their projects for 48E or 45Y tax credits, which in turn could reduce demand for our products and materially harm our business and results of operations.
A foreign entity of concern (“FEOC”) is a designation referring to entities (governments or companies) that are under the ownership, control, or influence of deemed foreign adversaries, such as China. Under the OBBBA a taxpayer must comply with the FEOC rules applicable to a tax credit in order to qualify for such tax credit. The FEOC restrictions apply to Section 45X, 48E and 45Y in somewhat different ways. However, these rules generally require that Nextracker evaluate its ownership, the ownership of certain members of its supply chain partners, any rights regarding the ability to appoint board members and executives of Nextracker and its supply chain partners, certain payments made by Nextracker and its supply chain partners, and certain contractual arrangements entered into by Nextracker and its supply chain partners with other parties.
Nextracker is currently evaluating itself and its supply chain partners who provide components for U.S. qualified facilities and will continue to do so as the Treasury Department issues clarifying guidance or regulations. To the extent that our suppliers are

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disqualified from 45X eligibility as a result of FEOC restrictions, our cost of goods sold may increase and we may become less profitable and/or competitive. In addition, to the extent our tracker components are produced by suppliers which impair our customers’ ability to qualify their projects for Section 48E or 45Y credits (or related domestic content bonus credits), we may become less competitive and our business and results of operations could be materially harmed.
Although we continue to expand our international presence, the impact of the OBBBA, Executive Orders, Treasury Department guidance, and other regulatory actions on the U.S. solar market may adversely impact our business. The substantially reduced timelines for our customers to qualify for the Section 48E tax credit may reduce the number of solar projects that our customers build in the United States and therefore reduce the demand for our trackers in the U.S. market. In addition, we may not have an adequate supply of tracker products that satisfy the FEOC or domestic content requirements to remain competitive and meet customer demand. Compliance with FEOC and domestic content requirements also may increase our record-keeping, accounting and production costs.
The OBBBA did not change the prevailing wage and apprenticeship requirements imposed on our customers by the IRA. If we or our customers are unable to satisfy or cure respective prevailing wage and apprenticeship requirements under the IRA, for projects that establish the beginning of construction on or after January 29, 2023, the tax credits available to the customers will be substantially lower. If we or a significant portion of our customers are unable to satisfy prevailing wage and apprenticeship requirements under the IRA, demand for our tracker products may be adversely impacted by the reduced tax credits available to our customers, which could have a material adverse effect on our business, financial condition and results of operations.
Certain provisions of the IRA have been the subject of substantial public interest and have been subject to debate, and there are divergent views on potential implementation, guidance, rules and regulatory principles by a diverse group of interested parties. We expect a similar pattern of divergent interpretations with respect to OBBBA, the Executive Order and implementing guidance and regulations. There can be no assurance that our products will fully qualify for the benefits under the IRA or the OBBBA or that competitors will not disproportionately benefit or gain competitive advantages as a result of the implementation or interpretation of these laws. In addition, if our suppliers incorrectly interpret the requirements of the tax credits of IRA or the OBBBA and it is later determined that the tax credits were incorrectly claimed, we may be penalized. As a result, the final interpretation and implementation of the provisions in the IRA or OBBBA could have a material adverse impact on us.
Furthermore, future legislative enactments or administrative actions could limit, amend, repeal or terminate federal tax incentives that we currently do, or hope to, leverage. Any reduction, elimination, or discriminatory application or expiration of current and any future federal tax incentives may materially adversely affect our future operating results and liquidity.
Changes to tax laws and regulations that are applied adversely to us or our customers could materially adversely affect our business, financial condition, results of operations and prospects, including our ability to optimize the changes brought about by the passage of the IRA.
In addition, federal, state, local and foreign government bodies have implemented additional policies that are intended to promote or mandate renewable electricity generally or solar electricity in particular. For example, many U.S. states have adopted procurement requirements for renewable energy production and/or a renewable portfolio standard (“RPS”) that requires regulated utilities to procure a specified percentage of total electricity delivered to customers in the state from eligible renewable energy sources, including utility-scale solar power generation facilities, by a specified date. There can be no assurances that RPSs or other policies supporting renewable energy will continue. Proposals to extend compliance deadlines, reduce renewable requirements or solar set-asides, or entirely repeal RPSs emerge from time to time in various jurisdictions. Reduction or elimination of RPSs, restrictions or prohibitions imposed on solar projects, as well as changes to other renewable-energy and solar-energy policies, could reduce the potential growth of the solar energy industry and materially and adversely affect our business.
Moreover, changes in policies of recent U.S. presidential administrations have created regulatory uncertainty in the renewable energy industry, including the solar energy industry, and have adversely affected and may continue to adversely affect our business. For example, in the span of less than six years, the United States joined, withdrew from, and then rejoined the 2015 Paris Agreement on climate change mitigation following changes in administration between U.S. Presidents Obama, Trump and Biden. To start his second term, U.S. President Trump signed numerous executive orders including for the U.S. to again withdraw from the Paris Climate Treaty, to expedite deregulated oil and gas drilling, and revoke executive orders and actions from the previous administration related to, among other things, the implementation of the energy and infrastructure provisions of the IRA. Additionally, the U.S. Department of the Interior and U.S. Department of Energy have recently taken several steps to prohibit, prevent or delay new renewable energy projects. For example, on July 15, 2025 the Department of Interior issued an

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internal memo entitled “Departmental Review Procedures for Decisions, Actions, Consultations, and Other Undertakings Related to Wind and Solar Energy Facilities.” The memo mandates that 69 categories of previously routine permitting and review activities related to wind and solar projects be elevated to top levels within the Department of Interior, which may substantially slow approval timelines and reduce the number of projects permitted. These or similar actions could materially reduce the number of future solar projects and/or delay the timing of projects or result in cancellations of planned or in-process projects and could have a material adverse impact on our business, financial condition and results of operations.
In addition, the U.S. Supreme Court’s decision on June 30, 2022 in West Virginia v. EPA, holding that the U.S. Environmental Protection Agency (“EPA”) exceeded its authority in enacting a subsequently repealed rule that would have allowed electric utility generation facility owners to reduce emissions with “outside the fence measures,” may limit EPA’s ability to address greenhouse gas emissions comprehensively without specific authorization from Congress. It is difficult to predict what further actions will be taken that may impact our business including revisions to the federal incentives related to renewable energy.
International regulation of and incentives for solar projects vary by jurisdiction and may change or be eliminated.
The international markets in which we operate or may operate in the future may have or may put in place policies to promote renewable energy, including solar. These incentives and mechanisms vary from country to country. In seeking to achieve growth internationally, we may make investments that, to some extent, rely on governmental incentives and support in a new market.
There is no assurance that these governments will provide or continue to provide sufficient incentives and support to the solar industry or that the industry in any particular country will not suffer significant downturns in the future as the result of changes in public policies or government interest in renewable energy, any of which would adversely affect demand for our solar products.
Changes in the global trade environment, including the imposition of tariffs and import duties, as well as wide-ranging, reciprocal and retaliatory tariffs and trade restrictions, could adversely affect our business growth and the amount or timing of our revenues, results of operations or cash flows.
Escalating trade tensions, particularly between the United States and China, have led to increased tariffs and trade restrictions, including tariffs applicable to certain materials for and components of our products such as steel and low-power solar modules, electrical equipment, and for products used in solar energy projects more broadly, such as storage batteries and solar modules.
On April 2, 2025, President Trump announced a new reciprocal tariff regime intended to reciprocate other countries’ tariffs and trade barriers. The new U.S. regime consists of a baseline, universal 10% tariff rate on goods from almost all trading partners and higher country-specific reciprocal tariff rates on goods from 57 countries. For most countries, the country-specific elements of the reciprocal tariffs became effective on August 7, 2025.
As of October 1, 2025, there is a 30% tariff on imports of most China-origin products under the International Emergency Economic Powers Act (“IEEPA”) (a third of which represents the baseline reciprocal tariff imposed on most countries and two-thirds of which purportedly targets China's role and lack of action in the export of fentanyl to the United States), with limited exceptions. These tariffs generally are additive to other tariffs on various solar energy-related products. The IEEPA-based tariffs on Chinese goods are scheduled to increase on November 10, 2025, following the expiration of a temporary suspension which is currently in effect. As of October 1, 2025, goods from Thailand generally face an IEEPA-based reciprocal tariff of 19% and goods from India generally face an IEEPA-based reciprocal tariff of 50% (half of which was imposed purportedly as a penalty for India’s importation of Russian oil).
The legality of all IEEPA-based tariffs is under review by the U.S. Supreme Court, after such tariffs were found to be ultra vires by both the U.S. Court of International Trade (“CIT”) and the Court of Appeals for the Federal Circuit (the “Federal Circuit”). Should the U.S. Supreme Court affirm the lower courts’ rulings that the IEEPA-based tariffs are unlawful, the U.S. government would no longer have authority to collect such tariffs.
As of August 18, 2025, there are 50% import tariffs on all imports of steel and aluminum products (including certain so-called “derivative” products), with limited exceptions for products imported from Canada, Mexico and the United Kingdom, imposed under Section 232 of the Trade Expansion Act of 1962 (“Section 232”). These steel and aluminum tariffs are not additive to the reciprocal tariffs, but are additive to tariffs of 25% on many Chinese steel products currently imposed under Section 301 of the Trade Act of 1974. Among the products that are subject to the 50% Section 232 steel tariff as a result of an unprecedented

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