Nextracker Files 8-K on Jan 2, Signaling Material Event

TL;DR

**Nextracker filed an 8-K on Jan 2, indicating a major corporate event, details pending.**

AI Summary

Nextracker Inc. filed an 8-K on January 2, 2024, indicating that a significant event occurred on that date. While the specific details of the event are not provided in this excerpt, the filing covers potential items such as a material definitive agreement, completion of an acquisition or disposition, changes in control, or changes in officers' compensatory arrangements. This matters to investors because these types of events can significantly impact the company's financial health, strategic direction, and future stock performance, potentially leading to gains or losses depending on the nature of the event.

Why It Matters

This 8-K signals a potentially significant corporate event for Nextracker Inc., which could influence its operational structure, financial standing, and ultimately, its stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates a material event occurred, but without specific details, the impact on the company's risk profile is currently unknown, making it a medium risk.

Analyst Insight

Investors should monitor Nextracker Inc.'s subsequent filings and news releases for specific details about the event reported on January 2, 2024, as this information will be crucial for assessing its impact on the company's future performance.

Key Numbers

• 001-41617 — Commission File Number (identifies Nextracker's registration with the SEC)
• 36-5047383 — IRS Employer Identification No. (identifies Nextracker for tax purposes)
• 2024-01-02 — Date of Report (the date the earliest event reported in the 8-K occurred)

Key Players & Entities

• Nextracker Inc. (company) — the registrant filing the 8-K
• January 2, 2024 (date) — date of earliest event reported and filing date
• Delaware (company) — state of incorporation for Nextracker Inc.
• 001-41617 (dollar_amount) — Commission File Number
• 36-5047383 (dollar_amount) — IRS Employer Identification No.

Forward-Looking Statements

• Further details regarding the specific material event will be disclosed in subsequent filings or press releases. (Nextracker Inc.) — high confidence, target: 2024-01-31

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 NXT The Nasdaq Stock Market LLC I
• $0.001 — hares of Yuma's common stock, par value $0.001 per share (" Yuma Common Stock "), and
• $77,500 — d to receive an annual cash retainer of $77,500 for her service as a member of Nextrack
• $150,000 — Committee and an annual equity grant of $150,000 in restricted stock units to be paid at

Filing Documents

• dp204261_8k.htm (8-K) — 42KB
• dp204261_ex1001.htm (EX-10.1) — 204KB
• 0000950103-24-000003.txt ( ) — 454KB
• nxt-20240102.xsd (EX-101.SCH) — 3KB
• nxt-20240102_lab.xml (EX-101.LAB) — 33KB
• nxt-20240102_pre.xml (EX-101.PRE) — 22KB
• dp204261_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 2, 2024, immediately prior to the Distribution (as defined below), Flex Ltd. (" Flex "), Yuma, Inc., a wholly-owned subsidiary of Flex (" Yuma ") and Nextracker Inc. (" Nextracker ") entered into a tax matters agreement (the " Tax Matters Agreement "), which governs the rights, responsibilities and obligations of such parties with respect to taxes, tax attributes, tax returns, tax contests and certain other matters. The Tax Matters Agreement is described under the section titled "Certain relationships and related party transactions—Tax Matters Agreement" in Nextracker's registration statement on Form S-4 (File No. 333-275164) originally filed by Nextracker with the Securities and Exchange Commission (the " SEC ") on October 25, 2023, including in a final prospectus filed with the SEC on October 27, 2023 (the " Registration Statement "), which description is incorporated by reference herein. The foregoing description is only a summary of the Tax Matters Agreement and does not purport to be a complete description of the rights and obligations of the parties under the Tax Matters Agreement and is qualified in its entirety by reference to the full text of the Tax Matters Agreement, which is filed herewith and incorporated by reference herein.

01 Completion of Acquisition or Disposition of

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 2, 2024, Flex closed the spin-off of all of its remaining interests in Nextracker to Flex shareholders. Prior to the spin-off, Flex held 100% of the shares of Yuma's common stock, par value $0.001 per share (" Yuma Common Stock "), and Yuma held, directly and indirectly through its wholly-owned subsidiary, Yuma Subsidiary, Inc. (" Yuma Sub "), 74,432,619 shares of Nextracker's Class B common stock, par value $0.0001 per share (" Class B Common Stock ") representing approximately 51.48% of the total outstanding shares of Nextracker's common stock and (ii) 74,432,619 of the common units of Nextracker LLC, representing approximately 51.48% of the economic interest in the business of Nextracker, based on the number of shares of Nextracker's common stock outstanding as of December 29, 2023. Flex effectuated the spin-off through a distribution (the " Distribution ") to Flex shareholders of all of the shares of Yuma Common Stock on a pro-rata basis based on the number of Flex ordinary shares (" Flex Ordinary Shares ") held by each Flex shareholder as of December 29, 2023, the record date of the Distribution. The Distribution was effected on January 2, 2024. Immediately following the Distribution, each holder of Flex Ordinary Shares held one share of Yuma Common Stock for each Flex Ordinary Share held by such holder as of the record date. On January 2, 2024, immediately following the Distribution, Yuma was merged (the " Merger ") with and into Yuma Acquisition Corp., a wholly-owned subsidiary of Nextracker (" Merger Sub "), pursuant to that certain Agreement and Plan of Merger by and among Nextracker, Flex, Yuma and Merger Sub dated as of February 7, 2023 (the " Merger Agreement "). As a result of the Merger, Yuma became a wholly-owned subsidiary of Nextracker, and each share of Yuma Common Stock issued and outstanding as of immediately prior to the closing of the Merger was automatically converte

01 Change in Control of the

Item 5.01 Change in Control of the Registrant. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. As described in Item 2.01 of this Current Report on Form 8-K, Flex disposed of all its shares of Nextracker's common stock in the Distribution. Accordingly, as a result of the Transactions, Nextracker is no longer a "controlled company" within the meaning of the listing rules of the Nasdaq Stock Market LLC (" Nasdaq ").

02 Departure of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 2, 2024, each of Christian Bauwens, Michael Hartung, Paul Lundstrom, Scott Offer, Rebecca Sidelinger and Kyra Whitten (together, the " Flex Designees "), tendered his or her resignation from the Nextracker Board of Directors (the " Board ") and the Board committees on which they served, effective upon the closing of the Merger. Michael Hartung formerly served as a member of the Compensation and People Committee; Paul Lundstrom formerly served as a member of the Audit Committee; Scott Offer formerly served as a member of the Compensation and People Committee and the Nominating, Governance and Public Responsibility Committee; and Rebecca Sidelinger formerly served as a member of the Compensation and People Committee and the Nominating, Governance and Public Responsibility Committee. The Flex Designees' decisions to resign did not involve any disagreement with Nextracker, Nextracker's management or the Board. On January 2, 2024, the Board appointed Julie Blunden as a Class II director and Howard Wenger as a Class I director of Nextracker. Each of Ms. Blunden and Mr. Wenger will serve until Nextracker's next annual meeting of shareholders during which such class of directors is duly elected and qualified, or until his or her earlier death, resignation or removal. On January 2, 2024, the Board also appointed Ms. Blunden as a member of the Audit Committee. The Board has determined that Ms. Blunden qualifies as an independent director in accordance with the Nasdaq listing rules and otherwise meets all applicable requirements to serve on each of the Board and the Audit Committee, including the applicable rules and regulations of the SEC. The Board also determined that Ms. Blunden qualifies as an "audit committee financial expert" pursuant to SEC rules and regulations. Julie Blunden, 57, has served on the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, by and among Flex Ltd., Yuma, Inc., Nextracker Inc. and Yuma Acquisition Corp. (incorporated by reference to Exhibit 10.16 of Nextracker's Amendment No. 1 to Form S-1 Registration Statement filed on January 24, 2023) 10.1 Tax Matters Agreement, dated January 2, 2024, by and among Nextracker Inc., Flex Ltd. and Yuma Inc. 104 Cover Page Interactive Data (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Nextracker Inc. By: /s/ Lah Schlesinger Lah Schlesinger General Counsel, Chief Ethics and Compliance Officer Date: January 2, 2024

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View this 8-K filing on SEC EDGAR