Nextpower Inc.

Previous wording

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.

Current wording

Unless the context requires otherwise, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “Nextpower,” the “Company,” “we,” “us” and “our” shall mean, prior to the initial public offering (“IPO”), Nextpower LLC (the “LLC”, formerly Nextracker LLC) and its consolidated subsidiaries, and following the IPO and the related transactions completed in connection with the IPO, Nextpower 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.

Previous wording

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.

Current wording

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 December 31, 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 (the “Form 10-K”). 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.

Previous wording

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.

Current wording

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-five countries worldwide, Nextpower 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.

Previous 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.

Current wording

We have shipped more than 150 GW of solar tracker systems as of January 30, 2026 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 EPC 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 developers and/or 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 $1.8 billion for the six-month period ended September 26, 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 developers and project owners and enter into master supply agreements that cover multiple projects. We are a qualified, preferred provider to some of the largest solar EPCs, developers and project owners in the world. We had revenues of $2.7 billion for the nine-month period ended December 31, 2025 and $3.0 billion for fiscal year 2025.

Previous 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.

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 modules. On November 7, 2025, in an all-cash transaction, we also acquired 100% of the interest in Fracsun, a leading name in solar panel soiling measurement and monitoring solutions.

Previous 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.

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 module durability. Further, the acquisition of Fracsun expands our capability to provide soiling measurement and monitoring solutions. These business acquisitions continue our strategy of adding and incorporating complementary technologies into our market-leading tracker platform to accelerate solar power plant construction, increase performance, and enhance long-term reliability.

Previous 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.

Current wording

The aggregate cash consideration of the foregoing business acquisitions was approximately $116.6 million, net of cash acquired. Their aggregate total purchase price of $149.4 million, includes $2.8 million of deferred consideration expected to be paid within a 12-month period, and $29.9 million of contingent earnout in aggregate (with a maximum possible consideration of $58.5 million). See Note 11 in the notes to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for further detail on these acquisitions.

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

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 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.

Previous wording

The following discussion describes certain line items in our unaudited condensed consolidated statements of operations and comprehensive income.

Current wording

The following discussion describes certain line items in our unaudited condensed consolidated statements of operations.

Previous wording

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.

Current wording

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 Form 10-K.

Previous 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.

Current wording

Revenue increased by $230.0 million, or 34%, for the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, driven by a 26% increase in GW delivered, most notably in the U.S. driven by increased customer demand, including an increase of $129.6 million in point in time revenue due to a year over year increase in components directly shipped to our customers designated locations including software licenses, coupled with additional revenue generated from our recent business acquisitions. Revenue increased by approximately $284.6 million, or 63%, in the U.S. during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024 as the number of projects and volume of shipments increased year over year, Rest of the World decreased by $54.6 million, or 24%, primarily resulting from decreased shipments to Latin America, and the Middle East, partially offset with increased shipments to Europe and Australia.

Previous 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.

Current wording

Cost of sales increased by $182.8 million, or 42%, during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, primarily driven by the 26% 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 $39.2 million increase in tariffs, partially offset by the impact from a $44.6 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 December 31, 2025 and December 31, 2024, we recognized approximately $96.8 million and $52.2 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 $43.6 million and $4.5 million respectively. Freight and logistics costs also increased slightly as a percentage of revenue during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024.

Previous 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.

Current wording

Gross profit increased by $47.2 million, or 20%, during the three-month period ended December 31, 2025 compared to the three-month period ended December 31, 2024, primarily resulting from the volume of shipment increase in the U.S. 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 $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.

Current wording

Selling, general and administrative expenses increased by $12.2 million, or 17%, to $82.7 million for the three-month period ended December 31, 2025 from approximately $70.6 million for the three-month period ended December 31, 2024 while decreasing 129 basis points from approximately 10% 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 $11.8 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.

Previous 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.

Current wording

Research and development expenses increased by $9.2 million, or 46%, to $29.3 million for the three-month period ended December 31, 2025 from approximately $20.1 million during the three-month period ended December 31, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions.

Previous wording

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.

Current wording

Interest expense decreased by $3.5 million, or 91%, to $0.3 million for the three-month period ended December 31, 2025 from $3.8 million during the three-month period ended December 31, 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.

Previous wording

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 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.

Current wording

Other income, net was $4.7 million for the three-month period ended December 31, 2025, which primarily included $9.6 million of interest income, partially offset by $5.3 million of unfavorable foreign currency exchange losses and other. Other income, net was $13.8 million income for the three-month period ended December 31, 2024, which primarily included

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 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.

Current wording

For the three-month periods ended December 31, 2025 and December 31, 2024, we recorded total income tax expense of $49.3 million and $42.8 million, respectively, which reflected consolidated effective income tax rates of 27.3% and 26.7%, respectively. The increase in tax expense as well as effective tax rate from the three-month period ended December 31, 2024 to the three-month period ended December 31, 2025 is driven by an increase in income before income taxes for the corresponding period, a change in domestic and foreign earnings mix and non-deductible stock-based compensation expense.

Previous wording

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.

Current wording

Revenue increased by $644.0 million, or 32%, for the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, driven by a 31% increase in GW delivered, most notably in the U.S. due to increased customer demand, including an increase of $174.5 million in point in time revenue due to a year over year increase in components directly shipped to our customers designated locations including software licenses, coupled with additional revenue generated from our recent business acquisitions. Revenue increased approximately $597.8 million, or 42% in the U.S. during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024 as more projects came on line, and the Rest of the World increased $46.3 million, or 8%, primarily from increased shipments to the Middle East and Europe.

Previous wording

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.

Current wording

Cost of sales increased by $484.4 million, or 36%, during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, primarily driven by the 31% 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 $74.5 million increase in tariffs. These increases were partially offset by the impact from the 45X Credit. During the nine-month period ended December 31, 2025 and December 31, 2024, we recognized approximately $289.0 million and $150.2 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 $86.9 million and $12.4 million respectively. Freight and logistics costs (excluding tariffs) remained flat as a percentage of revenue during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024.

Previous wording

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.

Current wording

Gross profit increased by $159.6 million, or 23%, during the nine-month period ended December 31, 2025 compared to the nine-month period ended December 31, 2024, primarily resulting from the U.S. and Rest of the World revenue growth, and the impact from the 45X Credit recognized during the nine-month period ended December 31, 2025, offset by the higher tariffs coupled with the higher cost associated with our increase in headcount noted above.

Previous wording

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 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.

Current wording

Selling, general and administrative expenses increased $37.8 million, or 19%, to $241.3 million for the nine-month period ended December 31, 2025 from approximately $203.5 million for the nine-month period ended December 31, 2024. The increase in selling, general and administrative expenses was primarily the result of approximately $28.3 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; $4.1 million of acquisition-related costs incurred in conjunction with our new business acquisitions; and a $5.4 million increase in stock-based compensation expense incurred in conjunction with our 2022 equity incentive plan.

Previous wording

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.

Current wording

Research and development expenses increased $21.9 million, or 39%, to $77.7 million for the nine-month period ended December 31, 2025 from approximately $55.8 million during the nine-month period ended December 31, 2024, primarily driven by our continued investment in innovation, expanding our engineering team and supporting our new business acquisitions.

Previous 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.

Current wording

Interest expense decreased $8.5 million, or 79%, to $2.3 million, for the nine-month period ended December 31, 2025 from $10.7 million during the nine-month period ended December 31, 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, 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.

Current wording

Other income, net was $12.8 million income for the nine-month period ended December 31, 2025, which primarily included $22.3 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 $7.4 million of unfavorable foreign currency exchange losses and other. Other income, net was $16.3 million income for the nine-month period ended December 31, 2024, which primarily included $13.7 million interest income, and $4.4 million in tax related income as a result of decrease in our liability under the Tax Receivable Agreement, partially offset by $3.8 million of unfavorable foreign currency exchange losses.

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 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.

Current wording

For the nine-month periods ended December 31, 2025 and December 31, 2024, we recorded total income tax expense of $118.9 million and $89.9 million, respectively, which reflected consolidated effective income tax rates of 21.5% and 20.0%, respectively. The increase in tax expense as well as effective tax rate from the nine-month period ended December 31, 2024 to the nine-month period ended December 31, 2025 is driven by an increase in income before income taxes for the corresponding period and discrete tax benefits in the nine-month period ended December 31, 2024 related to a change in management’s assertion to the realization for certain deferred tax assets, a change in domestic and foreign earnings mix and non-deductible stock-based compensation, partially offset by tax benefit associated with stock-based compensation and a tax credit approved by the State of California.

Previous 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.

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 December 31, 2025. In January 2026, Fitch Ratings (“Fitch”) issued inaugural investment grade credit ratings for the Company and assigned a Long-Term Issuer Default Rating of BBB- to us with a Stable outlook.

Previous wording

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.

Current wording

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 December 31, 2025, we had approximately $891.4 million available under the New Revolving Credit Facility, net of $108.6 million of outstanding letters of credit. We were in compliance with all applicable covenants as of December 31, 2025.

Previous wording

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.

Current wording

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 December 31, 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. We incurred no termination penalties in connection with the early termination of the Existing Credit Agreement.

Previous wording

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.

Current wording

In connection with the IPO, on February 13, 2023, Nextpower entered into a Tax Receivable Agreement (the “Tax Receivable Agreement” or “TRA”) that provided for the payment by us to Flex, TPG Inc. (“TPG”), and the following affiliates of TPG: 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, Inc. (“Yuma”) and Yuma Subsidiary, Inc. (“Yuma Sub”) assigned their respective rights under the Tax Receivable Agreement to an entity that remains an affiliate of Flex.

Previous 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.

Current wording

Net cash provided by operating activities was $391.5 million during the nine-month period ended December 31, 2025. Total cash provided during the period was driven by net income of $435.3 million adjusted for non-cash charges of approximately $129.0 million primarily related to stock-based compensation expense, depreciation and amortization, and write-off of unamortized revolver issuance costs. 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 $172.8 million as we continue to fund our current and planned growth.

Previous 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.

Current wording

Net cash used in investing activities was approximately $158.3 million and directly attributable to the $124.1 million payment for all business acquisitions in fiscal year 2026 net of cash acquired, coupled with $31.5 million paid for the purchase of property and equipment.

Previous 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.

Current wording

Net cash used in financing activities was $46.6 million primarily resulting from a $27.4 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement, a $14.2 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 $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.

Current wording

Net cash provided by operating activities was $418.5 million during the nine-month period ended December 31, 2024. Total cash provided during the period was driven by net income of $359.4 million adjusted for non-cash charges of approximately $91.9 million primarily related to stock-based compensation expense, depreciation and amortization, deferred income taxes associated with the Tax Receivable Agreement and provision for credit losses. 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 $32.9 million. Accounts payable decreased $81.3 million, partially associated with timing and a decrease in payment cycle, other liabilities decreased $46.4 million primarily due to a decrease in accrued expense primarily for freight and tariffs, and other assets increased $21.7 million driven by advance payments to suppliers. Inventory increased $10.4 million as we ramped up for our fourth quarter project deliveries. Partially offsetting the cash outflows were net decreases in account receivable and contract assets of $44.2 million due to the timing of billings and deliveries, and increases in deferred revenue of $82.7 million driven primarily by increased deposits on higher bookings during the period and safe harbor deposits.

Previous 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.

Current wording

Net cash used in investing activities was approximately $168.5 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 $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.

Current wording

Net cash used in financing activities was $30.5 million primarily resulting from a $15.5 million payment to Flex, TPG and the TPG Affiliates pursuant to the Tax Receivable Agreement, $6.1 million of tax distribution to our non-controlling interest holders pursuant to the LLC Agreement, and a $6.0 million payment of the RCF issuance costs.

Previous wording

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.

Current wording

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 December 31, 2025, we had approximately $891.4 million available under the New Revolving Credit Facility, net of $108.6 million of outstanding letters of credit.