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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2025

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


Delaware 001-41617 36-5047383
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
6200 Paseo Padre Parkway, Fremont, California 94555
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (510) 270-2500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Class A Common Stock, par value $0.0001 NXT The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02
Results of Operations and Financial Condition.
On May 14, 2025, Nextracker Inc. (the “Company”) issued a press release announcing its results for the fourth fiscal quarter and full fiscal year ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Jonathan Coslet
On May 9, 2025, Jonathan Coslet, a member of the Board of Directors of the Company (the “Board”), notified the Company of his decision to not stand for reelection at the Company’s 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) and will be departing as a director immediately following the 2025 Annual Meeting. Mr. Coslet’s decision to not stand for reelection was not the result of any disagreement with the Company on any matter. In connection with Mr. Coslet’s departure from the Board, the size of the Board will be reduced from nine directors to eight at the time of the opening of the polls at the 2025 Annual Meeting. The Company thanks Mr. Coslet for his service and contributions to the Board.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1
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/ Bruce Ledesma
Bruce Ledesma
Chief Legal & Compliance Officer
Date: May 14, 2025

EX-99.1 2 ex991_q425.htm EX-99.1 Document

Exhibit 99.1
Nextracker Reports Q4 and Fiscal Year 2025 Financial Results
Record Q4 FY25 Revenue of $924 Million, a 26% Increase Year-over-Year
Launches Electrical Balance of Systems (eBOS) Business With Acquisition of Bentek
FREMONT, Calif., May 14, 2025 – Nextracker (Nasdaq: NXT), a leading solar technology platform provider, today announced financial results for the fourth quarter and full year results for fiscal year 2025, ended March 31, 2025.
Financial Summary
(In millions, except per share)

Q4 FY25
Q3 FY25
Q4 FY24
Revenue $924 $679 $737
GAAP Gross Profit $306 $241 $340
GAAP Gross Margin 33.1  % 35.5  % 46.2  %
GAAP Net Income $158 $117 $223
GAAP Net Income Margin 17.1  % 17.3  % 30.3  %
GAAP Diluted EPS $1.05 $0.79 $1.51
Adjusted Gross Profit $309 $245 $222
Adjusted Gross Margin 33.4  % 36.0  % 30.2  %
Adjusted EBITDA $242 $186 $160
Adjusted EBITDA Margin 26.2  % 27.4  % 21.7  %
Adjusted Net Income $193 $154 $142
Adjusted Diluted EPS $1.29 $1.03 $0.96
Q4 FY25 and Q3 FY25 GAAP and adjusted results include approximately $75 million and $52 million, respectively, of IRA 45X advanced manufacturing tax credit vendor rebates (“45X credits”). Q4 FY24 adjusted results do not include 45X credits, Q4 FY24 GAAP results include $121 million of 45X credits.

Please refer to Nextracker’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K for more information on 45X credits and schedules III, IV and V attached to this press release for a reconciliation of non-GAAP to GAAP financial measures. Additional information can be found on the Investor Relations section of our website.
Business Highlights
•Achieved record revenue of approximately $3 billion and increased backlog again in Q4 to significantly above $4.5 billion. YoY revenue increased approximately 18%
•Realized significant uptake in our new product offerings:
◦Continued strong uptake of NX Horizon Hail Pro™ series trackers with over 9 GW of NX Horizon Hail Pro-60 and Hail Pro-75 booked in FY25. These products are widening the addressable and insurable market for solar in extreme weather locations
◦Demand for NX Horizon-XTR™ solar tracker series strengthened, including recently released XTR 1.5 tracker, which now totals more than 17 GW of XTR sold in FY25. This further validates the value of adaptability to undulating terrain
◦Exceeded bookings plan in the recently acquired foundations business, booking over 1 GW in the last two quarters of FY25



•Achieved record TrueCapture™ bookings in FY25 with solid global momentum and increasing attach rates
•Expanded geographic footprint, now serving over 40 countries with over 90 global partner factory facilities and three R&D innovation centers
•Delivered the first 100% domestic content tracker as measured by U.S. Treasury Department safe harbor statement with increasing domestic capacity served by over 25 U.S. partner facilities

“We had a fantastic year, exceeding our financial, technology, customer satisfaction, and market growth targets,” said Dan Shugar, founder and CEO of Nextracker. “We posted another strong bookings quarter with backlog again increasing sequentially, supported by robust demand around the globe. Our performance positions the company for further growth this year and enables continued investment in key strategic initiatives. We are also pleased to announce today the launch of our electrical balance-of-systems business with the acquisition of Bentek Corporation. As we continue to incorporate adjacent products and services around our core tracker technology, we are evolving Nextracker from a pure-play tracker supplier to a solar power platform company,” concluded Shugar.

“Nextracker completed a very strong financial year with record revenue and earnings, generating $622 million in free cash flow and ending the year with over $766 million in cash and no debt,” said Chuck Boynton, CFO of Nextracker. “Our ability to generate strong free cash flow enables the company to invest in both organic and inorganic growth initiatives to expand our platform to better serve our customers and extend our market leadership,” said Boynton.
FY2026 Annual Outlook
Revenue
$3.2 to $3.4 billion
GAAP Net Income
$445 to $503 million
GAAP Diluted EPS $2.91 to $3.29
Adjusted EBITDA
$700 to $775 million
Adjusted Diluted EPS $3.65 to $4.03
Adjusted EBITDA range of $700 million to $775 million, which excludes approximately $128 million for stock-based compensation, acquisition related costs, and net intangible amortization.
Adjusted Diluted EPS range of $3.65 to $4.03, which excludes approximately $0.64 for stock-based compensation, acquisition related costs, and net intangible amortization.
Bentek Acquisition
Nextracker also announced today the acquisition of U.S.-based Bentek Corporation, an industry pioneer and manufacturer of electrical infrastructure used in all types of solar power plants. The all-cash transaction of approximately $78 million including future contingent earnout consideration combines Bentek’s engineered, pre-assembled eBOS solutions with Nextracker’s world class solar tracker platform, providing customers streamlined procurement and project logistics from a single source. The eBOS products will be offered as standalone, industry-compatible components for both trackers and fixed tilt systems, as well as in formats optimized for use in integrated NX Horizon™ system solutions. Bentek’s U.S. fabrication footprint further enhances Nextracker’s strong domestic supply chain position.
The acquisition continues Nextracker’s strategy of incorporating complementary technologies into the company’s market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability.



Q4 FY2025 Earnings Call
May 14, 2025
2:00 p.m. PT / 5:00 p.m. ET
Live webcast available on investors.nextracker.com

We encourage you to review our Q4 FY25 Shareholder Letter, which, along with this press release, is available on the Nextracker Investor Relations website and includes important information for Nextracker shareholders that supplements and expands on the information in this press release.
The webcast replay will be available on the Nextracker Investor Relations website following the conclusion of the event.

About Nextracker
Nextracker is a global leader of advanced solar technology solutions used in power plants around the world. Our technology platform enables solar power plants 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. For more information, visit www.nextracker.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the trends for future solar adoption, the expected benefits of the Bentek Corporation acquisition (including the benefits our customers may realize as a result of integrating Bentek’s business into Nextracker’s), the demand for our products, including Hail Pro-75TM, our XTR tracker series, and TrueCaptureTM, our domestic content capabilities, the expected benefits from the expansion of our R&D facilities, initiatives and capabilities, and Nextracker’s outlook for fiscal year 2026 and other periods. These forward-looking statements are based on various assumptions and on the current expectations of Nextracker’s management. These statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements, including risks and uncertainties that are also described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Nextracker’s most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and other documents that Nextracker has filed or will file with the Securities and Exchange Commission. There may be additional risks that Nextracker is not aware of or that Nextracker currently believes are immaterial that could also cause actual results to differ from the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Nextracker assumes no obligation to update these forward-looking statements.
Use of Adjusted Financial Information
An explanation and reconciliation of non-GAAP financial measures to GAAP financial measures is presented in Schedules III, IV and V attached to this press release, and can be found, along with other financial information including the Earnings Presentation, on the investor relations section of our website at investors.nextracker.com.
Channels for Disclosure of Information
Nextracker intends to announce material information to the public through the Nextracker Investor Relations website investors.nextracker.com, SEC filings, press releases, public conference calls, and public webcasts. Nextracker uses these channels to communicate with its investors, customers, and the public about the company, its offerings, and other issues.



As such, Nextracker encourages investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
Investor Contact:
Sarah Lee
Investor@nextracker.com
Media Contact:
Brandy Lee
Media@nextracker.com



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

Three-month periods ended
March 31, 2025 December 31, 2024 March 31, 2024
Revenue $ 924,342 $ 679,363 $ 736,515
Cost of sales 618,655 438,460 396,045
Gross profit 305,687 240,903 340,470
Selling, general and administrative expenses 86,794 70,573 56,706
Research and development 23,586 20,094 13,090
Operating income 195,307 150,236 270,674
Interest expense 2,353 3,798 3,845
Other income, net (5,708) (13,778) (16,235)
Income before income taxes 198,662 160,216 283,064
Provision for income taxes 40,848 42,842 59,864
Net income and comprehensive income 157,814 117,374 223,200
Less: Net income attributable to non-controlling interests
1,020 2,091 18,037
Net income attributable to Nextracker Inc. $ 156,794 $ 115,283 $ 205,163
Earnings per share attributable to Nextracker Inc. common stockholders
Basic $ 1.08 $ 0.80 $ 1.48
Diluted $ 1.05 $ 0.79 $ 1.51
Weighted-average shares used in computing per share amounts:
Basic 144,888  143,664  138,389 
Diluted 149,740  149,028  148,144 




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

Twelve-month periods ended
March 31, 2025 March 31, 2024
Revenue $ 2,959,197 $ 2,499,841
Cost of sales 1,950,372 1,686,792
Gross profit 1,008,825 813,049
Selling, general and administrative expenses 290,321 183,571
Research and development 79,392 42,360
Operating income 639,112 587,118
Interest expense 13,096 13,820
Other income, net (22,000) (34,699)
Income before income taxes 648,016 607,997
Provision for income taxes 130,770 111,782
Net income and comprehensive income 517,246 496,215
Less: Net income attributable to non-controlling interests 8,078 189,974
Net income attributable to Nextracker Inc. $ 509,168 $ 306,241
Earnings per share attributable to Nextracker Inc. common stockholders
Basic $ 3.55 $ 3.97
Diluted $ 3.47 $ 3.37
Weighted-average shares used in computing per share amounts:
Basic 143,539  77,068 
Diluted 149,276  147,284 



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

As of March 31, 2025 As of March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 766,103 $ 474,054
Accounts receivable, net of allowance of $1,472 and $3,872, respectively 472,462 382,687
Contract assets 405,890 397,123
Inventories 209,432 201,736
Section 45X credit receivable 215,616 125,415
Other current assets 88,483 187,220
Total current assets 2,157,986 1,768,235
Property and equipment, net 60,395 9,236
Goodwill 371,018 265,153
Other intangible assets, net 53,241 1,546
Deferred tax assets 498,778 438,272
Other assets 51,098 36,340
Total assets $ 3,192,516 $ 2,518,782
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 585,299 $ 456,639
Accrued expenses 97,000 82,410
Deferred revenue 247,127 225,539
Current portion of long-term debt 3,750
Other current liabilities 104,086 123,148
Total current liabilities 1,033,512 891,486
Long-term debt, net of current portion 143,967
Tax receivable agreement (TRA) liability 394,879 391,568
Long-term deferred revenue 96,635 69,331
Other liabilities 39,360 30,402
Total liabilities 1,564,386 1,526,754
Total stockholders’ equity 1,628,130 992,028
Total liabilities and stockholders’ equity $ 3,192,516 $ 2,518,782



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

Twelve-month periods ended
March 31, 2025 March 31, 2024
Cash flows from operating activities:
Net income $ 517,246  $ 496,215 
Depreciation and amortization of intangible assets 13,407  4,363 
Changes in working capital and other, net 125,141  (71,605)
Net cash provided by operating activities 655,794  428,973 
Cash flows from investing activities:
Payment for acquisitions, net of cash acquired (152,175) — 
Purchases of property and equipment (33,921) (6,160)
Purchase of intangible assets —  (500)
Net cash used in investing activities (186,096) (6,660)
Cash flows from financing activities:
Repayment of bank borrowings (150,000) — 
Payment of revolver issuance costs (6,017) — 
TRA payment (15,520) — 
Distribution to non-controlling interest holders (6,112) (66,881)
Net proceeds from issuance of Class A shares —  552,009 
Purchase of LLC common units from Yuma, Inc. —  (552,009)
Net transfers to Flex —  (8,335)
Other financing activities —  (3,051)
Net cash used in financing activities (177,649) (78,267)
Net increase in cash and cash equivalents 292,049  344,046 
Cash and cash equivalents beginning of period 474,054  130,008 
Cash and cash equivalents end of period $ 766,103  $ 474,054 

  Twelve-month periods ended
Adjusted free cash flow March 31, 2025 March 31, 2024
Net cash provided by operating activities $ 655,794  $ 428,973 
Purchases of property and equipment (33,921) (6,160)
Other financing —  3,750 
Adjusted free cash flow $ 621,873  $ 426,563 



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

Three-month periods ended
March 31, 2025 December 31, 2024 March 31, 2024
GAAP gross profit & margin $ 305,687  33.1% $ 240,903  35.5% $ 340,470  46.2%
Stock-based compensation expense 2,582  3,084  3,096 
Intangible amortization 880  880  87 
Advanced manufacturing tax credit vendor rebate —  —  (121,405)
Adjusted gross profit & margin $ 309,149  33.4% $ 244,867  36.0% $ 222,248  30.2%
GAAP operating income & margin $ 195,307  21.1% $ 150,236  22.1% $ 270,674  36.8%
Stock-based compensation expense 40,114  26,980  16,889 
Intangible amortization 1,780  1,780  87 
Acquisition related costs
643  1,038  — 
Advanced manufacturing tax credit vendor rebate —  —  (121,405)
Adjusted operating income & margin $ 237,844  25.7% $ 180,034  26.5% $ 166,245  22.6%
GAAP net income & margin $ 157,814  17.1% $ 117,374  17.3% $ 223,200  30.3%
Stock-based compensation expense 40,114  26,980  16,889 
Intangible amortization 1,780  1,780  87 
Adjustment for taxes (6,980) 6,550  23,567 
Acquisition related costs 643  1,038  — 
Advanced manufacturing tax credit vendor rebate —  —  (121,405)
Adjusted net income & margin $ 193,371  20.9% $ 153,722  22.6% $ 142,338  19.3%
GAAP net income & margin $ 157,814  17.1% $ 117,374  17.3% $ 223,200  30.3%
Interest, net (6,544) (1,865) 988 
Provision for income taxes 40,848  42,842  59,864 
Depreciation expense 3,328  2,636  1,138 
Intangible amortization 1,780  1,780  87 
Stock-based compensation expense 40,114  26,980  16,889 
Acquisition related costs 643  1,038  — 
Advanced manufacturing tax credit vendor rebate —  —  (121,405)
Other tax related loss (income), net 4,514  (4,413) (21,138)
Adjusted EBITDA & margin $ 242,497  26.2% $ 186,372  27.4% $ 159,623  21.7%
Diluted earnings per share
GAAP $ 1.05  $ 0.79  $ 1.51 
Earnings per share attributable to Non-GAAP adjustments 0.24  0.24  (0.55)
Adjusted $ 1.29  $ 1.03  $ 0.96 
 
Diluted shares used in computing per share amounts 149,740  149,028  148,144 





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

Twelve-month periods ended
March 31, 2025 March 31, 2024
GAAP gross profit & margin $ 1,008,825  34.1% $ 813,049  32.5%
Stock-based compensation expense 11,927  10,764 
Intangible amortization 2,744  275 
Advanced manufacturing tax credit vendor rebate —  (121,405)
Adjusted gross profit & margin $ 1,023,496  34.6% $ 702,683  28.1%
GAAP operating income & margin $ 639,112  21.6% $ 587,118  23.5%
Stock-based compensation expense 118,880  56,783 
Intangible amortization 5,523  275 
Acquisition related costs 5,338  — 
Advanced manufacturing tax credit vendor rebate —  (121,405)
Adjusted operating income & margin $ 768,853  26.0% $ 522,771  20.9%
GAAP net income & margin $ 517,246  17.5% $ 496,215  19.8%
Stock-based compensation expense 118,880  56,783 
Intangible amortization 5,523  275 
Adjustment for taxes (16,348) 19,527 
Acquisition related costs 5,338  — 
Advanced manufacturing tax credit vendor rebate —  (121,405)
Adjusted net income & margin $ 630,639  21.3% $ 451,395  18.1%
GAAP net income & margin $ 517,246  17.5% $ 496,215  19.8%
Interest, net (9,246) 2,124 
Provision for income taxes 130,770  111,782 
Depreciation expense 7,884  4,088 
Intangible amortization 5,523  275 
Stock-based compensation expense 118,880  56,783 
Acquisition related costs 5,338  — 
Advanced manufacturing tax credit vendor rebate —  (121,405)
Other tax related loss (income), net 101  (28,397)
Adjusted EBITDA & margin $ 776,496  26.2% $ 521,465  20.9%
Diluted earnings per share
GAAP $ 3.47  $ 3.37 
Earnings per share attributable to Non-GAAP adjustments 0.75  (0.31)
Adjusted $ 4.22  $ 3.06 
Diluted shares used in computing per share amounts 149,276  147,284 



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



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