Nextracker Inc. (Nasdaq: NXT) (“Nextracker”) announced today that it priced its underwritten offering of 14,210,511 shares of its Class A common stock (“Common Stock”) offered by Nextracker and 2,289,489 shares of Common Stock offered by certain stockholders of Nextracker at an offering price of $36.50 per share. The offering is expected to close on July 3, 2023, subject to customary closing conditions. In addition, the underwriters of the offering have been granted a 30-day option to purchase up to 1,650,000 additional shares of Common Stock at the offering price from Nextracker and such selling stockholders, less underwriting discounts and commissions.

Nextracker expects to use all of the net proceeds from its offering of 14,210,511 shares of Common Stock to purchase 14,210,511 Nextracker LLC common units from Yuma, Inc., an indirect wholly-owned subsidiary of Flex Ltd., and TPG Rise Flash, L.P., an affiliate of the global alternative asset management firm TPG. Nextracker will not receive any proceeds from the sale of the shares of the selling stockholders.

J.P. Morgan, BofA Securities, Barclays and Citigroup are acting as joint lead book-running managers for the offering. Truist Securities, HSBC, BNP PARIBAS, Mizuho, KeyBanc Capital Markets and Scotiabank are acting as joint book-running managers for the offering. SMBC Nikko, BTIG, UniCredit Capital Markets, Roth Capital Partners, Craig-Hallum and PJT Partners are acting as co-managers for the offering.

The offering will be made only by means of a prospectus. Copies of the prospectus, when available, may be obtained from: the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmchase.com; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus Department, by email at dg.prospectus_requests@bofa.com; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com; and Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800) 831-9146.

A registration statement relating to these securities has been filed with, and declared effective by, the SEC on June 28, 2023. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Nextracker

Nextracker is a leading provider of intelligent, integrated solar tracker and software solutions used in utility-scale and ground-mounted distributed generation solar projects around the world. Our products enable solar panels in these projects to follow the sun’s movement across the sky and optimize plant performance.

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