Nextracker Inc.

Previous wording

We have shipped more than 130 GW of solar tracker systems as of March 31, 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.

Current wording

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.

Previous wording

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 $0.9 billion for the three-month period ended June 27, 2025 and $3.0 billion for fiscal year 2025.

Current wording

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.

Previous wording

During the three-month period ended June 27, 2025, we completed two acquisitions. On May 7, 2025, as part of an all-cash transaction, 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.

Current wording

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.

Previous wording

These 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. These 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.

Current wording

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.

Previous wording

The aggregate cash consideration of both acquisitions was approximately $86.4 million, net of cash acquired. The aggregate total purchase price of both acquisitions of $103.5 million includes $2.6 million of deferred consideration expected to be paid within a 12-month period, and $14.5 million of contingent earnout in aggregate (with a maximum possible consideration of $27.0 million). See Note 10 in the notes to the unaudited condensed consolidated financial statements for further detail on these acquisitions.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 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, tooling and operations are not directly impacted by our sales volume.

Current wording

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.

Previous wording

Research and development expenses consist primarily of personnel-related costs associated with our engineering employees, stock-based compensation, as well as third-party consulting. Research and development activities include improvements to our existing products, development of new tracker products and energy yield management systems. 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.

Current wording

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.

Previous wording

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 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) provision for income taxes, (iii) depreciation expense, (iv) intangible amortization, (v) stock-based compensation expense and (vi) 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.

Current wording

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 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.

Previous wording

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 and redeemable non-controlling interests.

Current wording

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.

Previous wording

Revenue increased by $144.3 million, or 20%, for the three-month period ended June 27, 2025 compared to the three-month period ended June 28, 2024, driven by a 27% increase in GW delivered, most notably in Rest of the World driven by increased demand. Revenue increased by approximately $88.0 million, or 17%, in the U.S. during the three-month period ended June 27, 2025 compared to the three-month period ended June 28, 2024 as the number of projects and volume of shipments increased year over year, Rest of the World increased by $56.3 million, or 27%, primarily resulting from increased shipments to Latin America, the Middle East and Europe.

Current wording

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 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.

Previous wording

Cost of sales increased by $100.0 million, or 21%, during the three-month period ended June 27, 2025 compared to the three-month period ended June 28, 2024, primarily driven by the 27% increase in GW delivered noted above, offset by the impact from the 45X Credit. We recognize a reduction in cost of sales for 45X Credit earned on components manufactured in the U.S. During the three-month periods ended June 27, 2025 and June 28, 2024, we recognized approximately $93.2 million and $47.0 million, respectively, of reduction to cost of sales related to the 45X Credit earned on production of eligible components shipped during the period. The reduction in cost of sales was offset by increases in certain direct costs primarily due to our recent acquisitions including an increase in headcount. Freight and logistics costs decreased slightly as a percentage of revenue during the three-month period ended June 27, 2025 compared to the three-month period ended June 28, 2024.

Current wording

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.

Previous wording

Gross profit increased by $44.3 million, or 19%, during the three-month period ended June 27, 2025 compared to the three-month period ended June 28, 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.

Current wording

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.

Previous wording

Selling, general and administrative expenses increased by $13.1 million, or 22%, to $73.9 million for the three-month period ended June 27, 2025 from approximately $60.8 million for the three-month period ended June 28, 2024 while increasing modestly from approximately 8.4% to approximately 8.6% 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 stock-based compensation expense of $3.2 million incurred in conjunction with our 2022 equity incentive plan, $1.1 million of acquisition-related costs incurred in conjunction with our new business acquisitions, and the remaining increase in costs of approximately $8.8 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.

Current wording

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.

Previous wording

Research and development expenses increased by $5.0 million, or 31%, to $21.6 million for the three-month period ended June 27, 2025 from approximately $16.5 million during the three-month period ended June 28, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions.

Current wording

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.

Previous wording

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-month periods ended June 27, 2025 and June 28, 2024. For the three-month periods ended June 27, 2025 and June 28, 2024, we recorded total income tax expense of $33.8 million and $27.2 million, respectively, which reflected consolidated effective income tax rates of 17.7% and 17.9%, respectively. The increase in income tax expense from the three-month period ended June 27, 2025 to the three-month period ended June 28, 2024 is primarily driven by the increase in income before income taxes. The decrease in effective tax rate from the three-month period ended June 28, 2024 to the three-month period ended June 27, 2025 is primarily driven by an increase in tax benefit to a tax credit approved by the State of California, partially offset by tax expense associated with non-deductible executive stock based compensation.

Current wording

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.

Previous wording

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 are evaluating the future impact of the tax law changes on our financial statements.

Current wording

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.

Previous wording

Interest expense decreased by $2.1 million, or 63%, to $1.2 million for the three-month period ended June 27, 2025 from $3.3 million during the three-month period ended June 28, 2024, primarily driven by the full repayment of the Term Loan under the 2023 Credit Agreement (as defined below) in the fourth quarter of fiscal year 2025.

Current wording

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.

Previous wording

Other (income) expense, net was $6.0 million income for the three-month period ended June 27, 2025, which primarily included $6.3 million of interest income, partially offset by $0.3 million of unfavorable foreign currency exchange losses. Other (income) expense, net was $4.9 million expense for the three-month period ended June 28, 2024, which primarily included $9.8 million of unfavorable foreign currency exchange losses, partially offset by $4.6 million of interest income.

Current wording

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.

Previous wording

Our principal uses of cash have been to fund 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.

Current wording

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 toapproximately $1.8 billionas of September 26, 2025.

Previous wording

We believe that our cash provided by operations and other existing and committed sources of liquidity, including our revolving credit facility (“RCF”) 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 our Annual Report on Form 10-K for the fiscal year ended March 31, 2025), 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.

Current wording

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.

Previous wording

Net cash provided by operating activities was $81.3 million during the three-month period ended June 27, 2025. Total cash provided during the period was driven by net income of $157.2 million adjusted for non-cash charges of approximately $28.1 million primarily related to stock-based compensation expense, depreciation and amortization, 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 $103.9 million as we continue to fund our current and planned growth.

Current wording

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.

Previous wording

Net cash used in investing activities was approximately $113.1 million and directly attributable to the $110.2 million payment for the acquisition of Ojjo, net of cash acquired, coupled with the purchase of property and equipment.

Current wording

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.

Previous wording

Net cash used in financing activities was $6.0 million primarily resulting from a $3.0 million tax distribution to our former non-controlling interest holder pursuant to the LLC Agreement and $2.9 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement,

Current wording

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.

Previous wording

Net cash provided by operating activities was $120.8 million during the three-month period ended June 28, 2024. Total cash provided during the period was driven by net income of $124.8 million adjusted for non-cash charges of approximately $4.1 million primarily related to stock-based compensation expense, depreciation and amortization, provision for credit losses, partially offset by deferred income taxes associated with our 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 $8.0 million. Accounts payable decreased $71.0 million, partially associated with timing and a decrease in payment cycle. Other liabilities decreased $32.1 million primarily due to a decrease in accrued expense. Partially offsetting the cash outflows were decreases in inventory of $40.3 million as we continue to transfer production to the U.S. and shrink lead times, decreases in account receivable and contract assets in the aggregate of $16.7 million due to the timing of billings and deliveries, increases in deferred revenue of $10.2 million driven primarily by increased deposits on higher bookings during the quarter, and increases in other assets of $27.9 million primarily driven by recognition of the 45X Credits receivable from our vendors.

Current wording

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.

Previous wording

Net cash used in investing activities was approximately $98.1 million and directly attributable to the $86.8 million payment for the Bentek and OnSight acquisitions net of cash acquired, coupled with the purchase of property and equipment.

Current wording

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.

Previous wording

Net cash used in financing activities was $10.0 million primarily resulting from a $5.3 million tax distribution to our non-controlling interest holders pursuant to the LLC Agreement, and a $3.7 million payment of the RCF issuance costs.

Current wording

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.

Previous wording

We had a total liquidity of approximately $1.7 billion as of June 27, 2025, primarily related to unutilized amounts under the RCF net of cumulative letters of credit issued in conjunction with our customer contracts, and our cash and cash equivalents less current portion of long-term debt balance as of June 27, 2025.

Current wording

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.

Previous wording

Information regarding our debt obligation, operating lease commitments 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.

Current wording

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.