Nextpower Inc.

1. Description of business and organization of Nextpower Inc.

Nextpower Inc. and its subsidiaries (“Nextpower”, “we”, the “Company”) is a leading solar technology platform provider used in power plants around the world. Nextpower’s 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. Nextpower has operations in the United States, Brazil, Argentina, Peru, Mexico, Spain and other locations in Europe, India, Australia, the Middle East and Africa. In November 2025, the Company changed its corporate name from Nextracker Inc. to Nextpower Inc.

2. Summary of accounting policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for reporting financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements, and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the fiscal year ended March 31, 2025, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the “Form 10-K”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary to present the Company’s financial statements fairly have been included. Operating results for the three and nine-month periods ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2026 or any future period. The unaudited condensed consolidated balance sheet as of March 31, 2025 was derived from the Company’s audited consolidated financial statements included in the Form 10-K. All intercompany transactions and accounts within Nextpower have been eliminated.

The first quarters for fiscal years 2026 and 2025 ended on June 27, 2025 (88 days) and June 28, 2024 (89 days), respectively. The second quarters for fiscal years 2026 and 2025 ended on September 26, 2025 (91 days) and September 27, 2024 (91 days), respectively. The third quarters for fiscal years 2026 and 2025 ended on December 31 of each year, which are comprised of 96 days and 95 days, respectively.

Translation of foreign currencies

The reporting currency of the Company is the United States dollar (“USD”). The functional currency of the Company and its subsidiaries is primarily the USD. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other income, net in the accompanying unaudited condensed consolidated statements of operations. The Company recognized foreign currency exchange losses of $5.3 million and $7.4 million during the three and nine-month periods ended December 31, 2025, respectively, driven by unfavorable exchange rate fluctuations in certain currencies. The Company recognized foreign currency exchange gains of $3.6 million during the three-month period ended December 31, 2024 driven by favorable exchange rate fluctuations in Europe. Additionally, during the nine-month period ended December 31, 2024, the Company recognized foreign currency exchange losses of $3.8 million due to unfavorable exchange rate fluctuations primarily in Latin America.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. Estimates are used in accounting for, among other things: impairment of goodwill, impairment of long-lived assets, allowance for credit losses, provision for excess or obsolete inventories, valuation of deferred tax assets, warranty reserves, contingencies, operation-related accruals, fair values of awards granted under stock-based compensation plans and fair values of assets obtained and liabilities assumed in business combinations. Due to geopolitical conflicts (including the Russian invasion of Ukraine and the conflicts in the Middle East), there has been and will continue to be uncertainty and disruption in the global economy and financial markets. These estimates may change as new events occur and additional information is obtained. Actual results may differ from previously estimated amounts, and such differences may be material to the unaudited condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur. Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the unaudited condensed consolidated financial statements.

Accounting for business acquisitions

From time to time, the Company pursues business acquisitions. The fair value of the net assets acquired and the results of the acquired businesses are included in the Company’s unaudited condensed consolidated financial statements from the acquisition dates forward. The Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and results of operations during the reporting period. Estimates are used in accounting for, among other things, the fair value of acquired net operating assets, property and equipment, intangible assets, contingent earnout, useful lives of plant and equipment and amortizable lives for acquired intangible assets. Any excess of the purchase consideration over the fair value of the identified assets and liabilities acquired is recognized as goodwill.

The Company estimates the preliminary fair value of acquired assets and liabilities as of the date of acquisition based on information available at that time. The valuation of these tangible and identifiable intangible assets and liabilities is subject to further review from management and may change between the preliminary allocation and end of the purchase price allocation period. Any changes in these estimates may have a material effect on the Company’s unaudited condensed consolidated financial position and results of operations.

Derivative Instruments

All derivative instruments are recognized in the unaudited condensed consolidated balance sheets at fair value. The accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. If the derivative instrument is designated as a cash flow hedge, the effective portion of changes in the fair value of the derivative instrument is initially recognized in stockholders’ equity as a component of accumulated other comprehensive loss, and then recognized in the unaudited condensed consolidated statements of operations when the hedged item affects earnings. Ineffective and excluded portions of changes in the fair value of cash flow hedges are recognized in earnings immediately. For derivative instruments that are not designated as hedging instruments, the changes in the fair value of the derivative instrument are recognized immediately in current earnings. Cash receipts and cash payments related to derivative instruments are recorded in the same category as the cash flows from the items being hedged on the unaudited condensed consolidated statements of cash flows.

Product warranty

Nextpower offers an assurance type warranty for its products against defects in design, materials and workmanship for a period ranging fromtwo toten years, depending on the component. For these assurance type warranties, a provision for estimated future costs related to warranty expense is recorded when they are probable and reasonably estimable, which is typically when products are delivered. The estimated warranty liability is based on the Company’s warranty model, which relies on historical warranty claim information and assumptions based on the nature, frequency and average cost of claims for each product line by project. When little or no experience exists, the estimate is based on comparable product lines and/or estimated potential failure rates. These estimates are based on data from Nextpower specific projects. Estimates related to the outstanding warranty liability are re-evaluated on an ongoing basis using best-available information and revisions are made as necessary.

The following table summarizes the activity related to the estimated accrued warranty reserve for the nine-month periods ended December 31, 2025 and December 31, 2024:

Inventories

Inventories are stated at the lower of cost, determined on a weighted average basis, or net realizable value. Nextpower’s inventory primarily consists of finished goods to be used and to be sold to customers, including components procured to complete the tracker system projects.

Other current assets

Other current assets include short-term deposits and advances of $73.1 million and $50.2 million as of December 31, 2025 and March 31, 2025, respectively, primarily related to advance payments to certain vendors for procurement of inventory.

Deferred tax assets

Deferred tax assets of $517.6 million and $498.8 million as of December 31, 2025 and March 31, 2025, respectively, are primarily related to the Company’s investment in Nextpower LLC (the “LLC”, formerly Nextracker LLC) as described in Note 13 in the notes to the consolidated financial statements included in the Form 10-K.

Accrued expenses

Accrued expenses include accruals primarily for freight and tariffs of $53.9 million and $42.9 million as of December 31, 2025 and March 31, 2025, respectively. In addition, accrued expenses also include $52.6 million and $54.1 million of accrued payroll as of December 31, 2025 and March 31, 2025, respectively.

TRA liability

TRA liability related to the amount expected to be paid to Flex Ltd. (“Flex”), TPG Inc. (“TPG”) and 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”) pursuant to the Tax Receivable Agreement (as defined below), were $391.9 million and $419.4 million, as of December 31, 2025 and March 31, 2025, respectively, of which $371.2 million and $394.9 million, respectively, were included in TRA liabilities and $20.7 million and $24.5 million, respectively, were included in other current liabilities on the unaudited condensed consolidated balance sheets. During the nine-month periods ended December 31, 2025 and December 31, 2024, a payment of $27.4 million and $15.5 million, respectively, was made to Flex, TPG and the TPG Affiliates, which is presented as a financing activity on the unaudited condensed consolidated statement of cash flows.

Other liabilities

Other liabilities primarily consist of long-term lease liabilities of $44.8 million and $25.6 million, contingent earnouts for the Company’s acquisitions of $32.4 million and $2.6 million, and long-term portion of standard product warranty liabilities of $7.6 million and $6.4 million as of December 31, 2025 and March 31, 2025, respectively. See Note 11 “Business and asset acquisitions” in the notes to the unaudited condensed consolidated financial statements for further detail on the earnouts for the Company’s business acquisitions.

Recently issued accounting pronouncement

Accounting Standards Update (“ASU”) 2025-11, Interim Reporting—Narrow Scope Improvements: In December 2025, the FASB issued a new accounting standard, to provide clarity and navigability of interim reporting requirements, requiring the entities to provide interim financial statements and notes in accordance with U.S. GAAP and added a comprehensive list of interim disclosures required by U.S. GAAP. The new standard is effective for the Company beginning in fiscal year 2029 with early adoption permitted. The Company expects to adopt the new guidance in first quarter of fiscal year 2029 with an immaterial impact on its consolidated financial statements.

ASU 2025-09, Derivatives and Hedging—Hedge Accounting Improvements: In November 2025, the FASB issued a new accounting standard, aiming to better align Hedge Accounting with Risk Management. The update relaxes similar-risk requirements for grouped cash flow hedges, introduces an optional model for choose-your-rate debt, expands cash flow hedge eligibility for nonfinancial forecasts, clarifies the net written option test, and adjusts effectiveness assessment for dual foreign-currency debt hedges by excluding basis adjustments. The new standard is effective for the Company beginning in fiscal year 2028 with early adoption permitted. The Company expects to adopt the new guidance in first quarter of fiscal year 2028 with an immaterial impact on its consolidated financial statements.

ASU 2025-05, Financial Instruments—Credit Losses: In July 2025, the FASB issued a new accounting standard, which provides a practical expedient (for all entities) and an accounting policy election (for all entities, other than public business entities, that elect the practical expedient) related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under Accounting Standards Codification (“ASC”) 606. The new standard is effective for the Company beginning in fiscal year 2027 with early adoption permitted. The Company expects to adopt the new guidance in the first quarter of fiscal year 2027 with an immaterial impact on its consolidated financial statements.

ASU 2024-03 and 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: In November 2024, the FASB issued a new accounting standard requiring a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The annual reporting requirements of the new standard are effective for the Company beginning in fiscal year 2028 and interim reporting requirements are effective beginning in the first quarter of fiscal year 2029, with early adoption permitted. The Company expects to adopt the new guidance in fiscal year 2028 with an immaterial impact on its consolidated financial statements.

ASU 2023-09, Improvements to Income Tax Disclosures: In December 2023, the FASB issued a new accounting standard to expand the disclosure requirements for income taxes, specifically related to rate reconciliation and income taxes paid. The new standard is effective for the Company beginning in fiscal year 2026 with early adoption permitted. The Company expects to adopt the new guidance in the fourth quarter of fiscal year 2026 with an immaterial impact on its consolidated financial statements.

3. Revenue

Based on ASC 606 provisions, the Company disaggregates its revenue from contracts with customers by those sales recorded over time and sales recorded at a point in time. The following table presents Nextpower’s revenue disaggregated based on timing of transfer-point in time and over time for the three and nine-month periods ended December 31, 2025 and December 31, 2024:

Contract balances

The timing of revenue recognition, billings and cash collections results in contract assets and contract liabilities (deferred revenue) on the unaudited condensed consolidated balance sheets. Nextpower’s contract amounts are billed as work progresses in accordance with agreed-upon contractual terms, which generally coincide with the shipment of one or more phases of the project. When billing occurs subsequent to revenue recognition, a contract asset results. Contract assets of $443.4 million and $405.9 million as of December 31, 2025 and March 31, 2025, respectively, are presented in the unaudited condensed consolidated balance sheets, of which $108.7 million and $140.4 million, respectively, will be invoiced at the end of the projects as they represent funds withheld until the products are installed by a third party, arranged by the customer, and the project is declared operational. The remaining unbilled receivables will be invoiced throughout the project based on a set billing schedule such as milestones reached or completed rows delivered. Contract assets increased by $37.5 million from March 31, 2025 to December 31, 2025 due to fluctuations in the timing and volume of billings for the Company’s revenue recognized over time.

During the nine-month periods ended December 31, 2025 and December 31, 2024, Nextpower converted $231.9 million and $182.7 million of deferred revenue to revenue, respectively, which represented 67% and 62%, respectively, of the beginning period balance of deferred revenue.

Remaining performance obligations

As of December 31, 2025, Nextpower had $419.5 million of the transaction price allocated to the remaining performance obligations. The Company expects to recognize revenue on approximately 77% of these performance obligations in the next 12 months. The remaining long-term unperformed obligation primarily relates to extended warranty and deposits collected in advance on certain tracker projects.

4. Goodwill and intangible assets

Goodwill

During the nine-month period ended December 31, 2025, additions to the Company’s goodwill are driven by its acquisitions of Bentek Corporation (“Bentek”), OnSight Technology, Inc. (“OnSight”), Origami Solar, Inc., (“Origami”) and Fracsun Inc. (“Fracsun”), as further described in Note 11.

The following table summarizes the activity in the Company’s goodwill during the nine-month period ended December 31, 2025 (in thousands):

Other intangible assets

During the nine-month period ended December 31, 2025, the total gross value of other intangible assets increased by $35.6 million, primarily consisting of $32.2 million of developed technology and $3.3 million of trade names and customer relationships. This increase is primarily driven by the recent business acquisitions as further described in Note 11.

The components of identifiable intangible assets are as follows:

The gross carrying amount of other intangible assets are removed when fully amortized. Total intangible asset amortization expense recognized in operations during the three and nine-month periods ended December 31, 2025 and December 31, 2024 was as follows:

The estimated future annual amortization expense for the acquired finite-lived intangible assets as of December 31, 2025 is as follows:

(1)Represents estimated amortization for the remaining fiscal three-month period ending March 31, 2026.

5. Stock-based compensation

The Company adopted the First Amended and Restated 2022 Nextpower LLC Equity Incentive Plan in April 2022 (the “LLC Plan”), which provides for the issuance of options, unit appreciation rights, performance units, performance incentive units, restricted incentive units and other unit-based awards to employees, directors and consultants of the Company. Additionally, in connection with the Company’s initial public offering (“IPO”), the Company approved the Second Amended and Restated 2022 Nextpower Inc. Equity Incentive Plan (together with the LLC Plan, the “2022 Plan”) to reflect, among other things, that the underlying equity interests with respect to awards issued under the LLC Plan shall, in lieu of common units of the LLC, relate to Class A common stock of Nextpower for periods from and after the closing of the IPO.

The following table summarizes the Company’s stock-based compensation expense:

During the nine-month period ended December 31, 2025, the Company granted 1.5 million time-based unvested restricted share units (“RSU”) awards to certain of its employees under the 2022 Plan. The vesting for these unvested RSU awards is contingent upon time-based vesting with continued service over athree-year period from the grant date, with a portion of the awards vesting at the end of each year. The weighted average fair value per share of the RSUs granted during the period was estimated to be $64.35 per award.

In addition, the Company also granted 0.4 million performance-based vesting (“PSU”) awards whereby vesting is generally contingent upon (i) time-based vesting with continued service through March 31, 2028, and (ii) the achievement of certain metrics specific to the Company, which could result in a range of 0-300% of such PSUs ultimately vesting. The weighted average fair value per share of the PSUs granted during the nine-month period ended December 31, 2025 was estimated to be $76.04 per award. The fair value of these PSU awards granted during the nine-month period ended December 31, 2025 was determined using Monte-Carlo simulation models, which is a probabilistic approach for calculating the fair value of the awards.

Further, the Company granted 0.2 million options awards that will cliff-vest on the third anniversary of the grant date, subject generally to continuous service through such vesting date. The exercise price for the shares underlying such options is equal to $56.05 per award, which corresponds to the Company’s closing price per share as of the grant date of the awards. The fair value of these options awards granted during the nine-month period ended December 31, 2025 was estimated to be $32.60 per award based on a Black-Scholes option pricing model.

Additionally, during the nine-month period ended December 31, 2025, an immaterial number of awards were forfeited due to employee terminations.

The total unrecognized compensation expense related to unvested awards under the 2022 Plan as of December 31, 2025 was approximately $200.1 million, which is expected to be recognized over a weighted-average period of approximately 2.1 years.

6. Earnings per share

Basic earnings per share excludes dilution and is computed by dividing net income available to Nextpower common stockholders by the weighted-average number of shares of Class A common stock outstanding during the applicable periods.

Diluted earnings per share reflects the potential dilution from stock-based compensation awards. The potential dilution from awards was computed using the treasury stock method based on the average fair market value of the Company’s common stock for the period. Additionally, the potential dilution impact of Class B common stock convertible into Class A common stock was also considered in the calculation.

The computation of earnings per share and weighted average shares outstanding of the Company’s common stock for the period is presented below:

(1)During the three-month periods ended December 31, 2025 and December 31, 2024, no options awards and approximately 0.8 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(2)During the three-month periods ended December 31, 2025 and December 31, 2024, no RSU awards and approximately 0.8 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(3)During the three-month periods ended December 31, 2025 and December 31, 2024, no PSU awards and approximately 0.7 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(1)During the nine-month periods ended December 31, 2025 and December 31, 2024, no options awards and approximately 0.8 million options awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(2)During the nine-month periods ended December 31, 2025 and December 31, 2024, no RSU awards and approximately 0.6 million RSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

(3)During the nine-month periods ended December 31, 2025 and December 31, 2024, no PSU awards and approximately 0.7 million PSU awards, respectively, were excluded from the computation of diluted earnings per share due to their anti-dilutive impact on the weighted-average ordinary share equivalents.

7. Credit facilities

On September 8, 2025, the Company and the LLC, as the borrower, entered into a credit agreement (the “New Credit Agreement”), which replaced the existing credit agreement originally entered into by the Company on February 13, 2023 (as amended from time to time, the “Existing Credit Agreement”). The New Credit Agreement provides for an unsecured revolving credit facility (the “New Revolving Credit Facility”) that matures on September 8, 2030 (the “Maturity Date”). The initial maximum aggregate principal amount available under the New Revolving Credit Facility is $1.0 billion. Subject to the satisfaction of certain conditions, the LLC may request an increase of the aggregate amount available under the New Revolving Credit Facility of up to $250.0 million at any time. The New Revolving Credit Facility provides for sub-facilities for the issuances of letters of credit in an aggregate amount not to exceed $500.0 million and swingline loans not to exceed $150.0 million in the aggregate.

The LLC may borrow, repay and re-borrow amounts under the New Credit Agreement from time to time until the Maturity Date. Voluntary prepayments under the New Credit Agreement are permitted from time to time generally without premium or penalty. The New Revolving Credit Facility is guaranteed by the Company and the LLC. Borrowings under the New Credit Agreement bear interest at a rate of either (i) the Term SOFR rate, (ii) the Daily Simple SOFR rate, (iii) the Term RFR rate, (iv) the Daily Simple RFR rate, or (v) the Eurocurrency Rate, plus the Applicable Margin, each as defined and described in the New Credit Agreement with respect to the applicable type of borrowing.

The LLC is required to pay a quarterly commitment fee on the undrawn portion of the New Revolving Credit Facility commitments, ranging from 7.5 to 20 basis points, depending on the LLC’s consolidated net leverage ratio and credit rating. Additionally, the LLC is required to pay a quarterly letters of credit fee on the utilized portion, ranging from 87.5 to 150 basis points, also depending on the LLC’s consolidated net leverage ratio and credit rating.

The New Credit Agreement contains certain affirmative and negative covenants that, among other things and subject to certain exceptions, limits the ability of the Company, LLC and its subsidiaries to incur certain additional indebtedness or liens and requires the Company and LLC to maintain a consolidated net leverage ratio below a certain threshold.

As a result of the New Credit Agreement, the Company 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, the Company had approximately $891.4 million available under the New Revolving Credit Facility, net of $108.6 million of outstanding letters of credit. The Company was in compliance with all applicable covenants as of December 31, 2025.

Concurrently with the closing of the New Credit Agreement, the Company voluntarily terminated its Existing Credit Agreement, and all revolving commitments and all revolving loans under the Existing Credit Agreement, including all accrued interest or fees, have 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, of which no amounts were drawn as of December 31, 2025, and would have matured on February 11, 2028. In conjunction with the termination, the Company 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 its unaudited condensed consolidated statements of operations. The Company incurred no termination penalties in connection with the early termination of the Existing Credit Agreement.

8. Commitments and contingencies

Litigation and other legal matters

Nextpower has accrued for a loss contingency to the extent it believes that losses are probable and estimable. The amounts accrued are not material, but it is reasonably possible that actual losses could be in excess of Nextpower’s accrual. Any related excess loss could have a material adverse effect on Nextpower’s results of operations or cash flows for a particular period or on Nextpower’s financial condition.

On February 6, 2024, pursuant to the Third Amended and Restated Limited Liability Company Agreement of Nextpower LLC (the “LLC Agreement”), the LLC made pro rata tax distributions in an aggregate amount of $94.3 million to the common members of the LLC, including an aggregate of $48.5 million to Yuma Acquisition Sub LLC and Yuma Subsidiary, Inc. (“Yuma Sub”). As of the date of the tax distribution, Yuma Acquisition Sub LLC and Yuma Sub were wholly-owned subsidiaries of Nextpower. On February 21, 2025, Flex and Flextronics International USA, Inc. filed suit in the Delaware Court of Chancery, alleging that Flex is entitled to the distribution that was paid to Yuma Acquisition Sub LLC and Yuma Sub on February 6, 2024 under the terms of the contracts governing Nextpower’s spin-off from Flex. The complaint asserts claims against Nextpower, the LLC, Yuma Acquisition Sub LLC and Yuma Sub (collectively “Defendants”) for breach of contract, breach of the implied covenant of good faith and fair dealing, mistake and unjust enrichment. On January 21, 2026, the court issued a memorandum opinion granting Defendants’ motion to dismiss the complaint.

Based on the current procedural posture of this matter, including the court’s memorandum opinion granting Defendants’ motion to dismiss and the possibility of appeal, Nextpower is unable to reasonably estimate a loss, if any, arising from this matter.

On December 27, 2024, a class action lawsuit alleging violations of federal securities laws was filed by a purported stockholder in the U.S. District Court for the Northern District of California, naming as defendants Nextpower and certain of the Nextpower officers, alleging that defendants made false and misleading statements about our business, financial results and prospects. The plaintiff seeks unspecified monetary damages and other relief on behalf of the purported class. Defendants have moved to dismiss the complaint and that motion is currently under submission with the court.

On January 23, 2025 and March 18, 2025, purported stockholders of Nextpower filed stockholder derivative actions against the Nextpower directors and certain of its officers in the U.S. District Court for the Northern District of California based on factual allegations similar to those underlying the securities class action described above. The derivative actions assert claims on behalf of Nextpower for, among other things, violations of the federal securities laws and breaches of fiduciary duties, and seek damages and restitution to be paid to Nextpower by the individual defendants, governance changes and attorney’s fees and costs.

Based on the preliminary nature of the class action lawsuit and the stockholder derivative actions, Nextpower is unable to reasonably estimate a loss, if any, arising from these matters.

Antidumping and Countervailing Duties

Under an August 2023 “circumvention” determination by the U.S. Department of Commerce (“Commerce”), crystalline solar photovoltaic (“CSPV”) cells and modules produced in Cambodia, Malaysia, Thailand and Vietnam using wafers and other key components made in China and entered into the United States on or after April 1, 2022 are subject to antidumping duty and countervailing duty (“AD/CVD”) orders on CSPV cells and modules from China that have been in place since 2012 (“Solar Circumvention Determination”). AD/CVD cash deposit rates for CSPV modules covered by the China AD/CVD orders vary significantly depending on the producer and exporter of the modules and may amount to over 250% of the entered value of the imported merchandise.

In September 2022, in response to Presidential Proclamation 10414, Commerce published a final rule that exempted CSPV modules subject to the Solar Circumvention Determination from AD/CVD cash deposits and duties if the CSPV modules entered the United States before June 6, 2024 and were utilized by December 3, 2024, and if the importer of the modules complied with certain certification requirements (the “Solar Duty Waiver Regulation”). Commerce also implemented a separate certification mechanism for importers to demonstrate that imported CSPV modules are not subject to the Solar Circumvention Determination as a result of falling outside of the scope of the determination. CSPV modules imported from Cambodia, Malaysia, Thailand and Vietnam and not demonstrated via certifications to be either covered by the Solar Duty Waiver Regulation or outside the scope of the Solar Circumvention Determination are subject to AD/CVD cash deposits and possible final AD/CVD duty liability at varying rates depending on the producer and exporter of the modules.

On August 22, 2025, the U.S. Court of International Trade (“CIT”) issued a decision declaring the Solar Duty Waiver Regulation unlawful and ordering the U.S. government to impose AD/CVD duties on merchandise that had benefitted from the Solar Duty Waiver Regulation. The CIT’s decision has been appealed to the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”), and the CIT’s judgment has been stayed during the pendency of that appeal.

Since April 2022, Nextpower has imported proprietary CSPV smart modules from Malaysia and Thailand that provide off-grid power to our controllers located either on each tracker row or on weather stations at the project site. Nextpower submitted certifications for the modules to either utilize the Solar Duty Waiver Regulation or to demonstrate that the modules do not fall within the scope of the Solar Circumvention Determination, but Nextpower did not strictly follow all of the certification procedures for a number of these entries. If the Federal Circuit upholds the CIT’s decision in the litigation challenging the Solar Duty Waiver Regulation or Nextpower’s certifications are found to be invalid, Nextpower could be required to pay AD/CVD amounts with respect to the applicable entries of the modules.

In December 2024, in connection with the August 2023 Solar Circumvention Determination, U.S. Customs and Border Protection (“CBP”) instructed Nextpower to pay AD/CVD cash deposits totaling approximately $1 million, relating to a small number of our imports of CSPV modules from Malaysia and Thailand that entered the United States prior to June 6, 2024. CBP required the cash deposit payment based on the agency’s perception that certifications accompanying the imports were deficient. If CBP were to instruct us to make AD/CVD cash deposit payments relating to other past imports of our proprietary CSPV modules based on the Solar Circumvention Determination, such additional cash deposits could be substantially higher and may not be ultimately refunded to us.

To mitigate the AD/CVD duty risk, Nextpower has submitted a prior disclosure to CBP informing CBP of the potential procedural deficiencies with respect to the certifications submitted by Nextpower. Even if the Solar Duty Waiver Regulation is ultimately upheld on appeal, CBP may reject Nextpower’s certifications and attempt to subject Nextpower’s entries to the Solar Circumvention Determination and the AD/CVD orders on CSPV cells and modules from China.

To further mitigate the risk of possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies, Nextpower filed a request for a changed circumstances review with Commerce, seeking an exclusion for its off-grid smart CSPV modules from the AD/CVD orders on CSPV cells and modules from China, retroactive to January 1, 2022, which is before the effective date of the Solar Circumvention Determination. In December 2025, Commerce issued the final results of the changed circumstances review and granted an exclusion for Nextpower’s off-grid smart CSPV modules for purposes of the CVD order on CSPV cells and modules from China, retroactive to January 1, 2022, and also for purposes of the AD order on CSPV cells and modules from China, retroactive to December 1, 2022.

Prior to the issuance of Commerce’s final results in the changed circumstances review, Nextpower estimated the potential AD/CVD duty liability with respect to the entries at risk because of the possible invalidation of the Solar Duty Waiver Regulation and/or the potential procedural certification deficiencies to be as high as approximately $120 million, plus compounded interest which could be significant, depending upon the specific scenarios. Following Commerce’s final grant of the retroactive exclusion, the potential AD/CVD duty liability, if any, with respect to such at risk entries has been substantially reduced but remains unknown. The outcome of the litigation challenging the Solar Duty Waiver Regulation and CBP’s treatment of Nextpower’s certifications remain unclear.

9. Income taxes

The Company follows the guidance under ASC 740-270, “Interim Reporting,” which requires a company to calculate the income tax associated with ordinary income using an estimated annual effective tax rate.

The following table presents income tax expense recorded by the Company along with the respective consolidated effective tax rates for each period presented:

The increase in income tax expense and effective tax rate from the three-month period ended December 31, 2024 to the three-month period ended December 31, 2025 is primarily 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.

The increase in income tax expense and 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 managements’ 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.

10. Segment reporting

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”), or a decision-making group, in deciding how to allocate resources and in assessing performance. Resource allocation decisions and Nextpower’s performance are assessed by its Chief Executive Officer, identified as the CODM, using consolidated net income as the primary measure of segment profit to support business expansion, new product development and operational efficiencies.

The measure of segment assets is reported on the unaudited condensed consolidated balance sheets as total consolidated assets.

For all periods presented, Nextpower hasone operating and reportable segment. The following table presents significant segment expenses with respect to the Company’s single reportable segment for the three and nine-month periods ended December 31, 2025 and December 31, 2024:

The following table sets forth geographic information of revenue based on the locations to which the products are shipped:

The United States is the principal country of domicile.

11. Business acquisitions

On May 7, 2025, as part of an all-cash transaction, the Company 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, the Company 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, the Company acquired 100% of the interest in Origami, a pioneer in roll-formed steel frame technology for solar modules. On November 7, 2025, in an all-cash transaction, the Company also acquired 100% of the interest in Fracsun, a leading name in solar panel soiling measurement and monitoring solutions.

These business acquisitions expand Nextpower’s capabilities to provide its 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 the Company’s capability to accelerate panel installation and improve long-term module durability. Further, the acquisition of Fracsun expands the Company’s capability to provide soiling measurement and monitoring solutions. These business acquisitions continue Nextpower’s 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.

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).

These business acquisitions contain various contingent earnout liabilities based on specific achievement criteria for various operational and/or performance targets. The fair value of the respective contingent earnout liabilities is estimated using the combination of a Scenario Based Method which identifies probability-weighted outcomes scenarios to arrive at an expected payoff and/or a Monte-Carlo simulation model. The Monte-Carlo simulation model is a probabilistic approach used to simulate future revenue and calculate the potential contingent consideration payments for each simulated path. The inputs are unobservable in the market and therefore categorized as Level 3 inputs in the fair value measurement. At each reporting period, the Company evaluates the fair value of its contingent earnout obligations and records any changes in fair value of such liabilities in other income, net in its unaudited condensed consolidated statements of operations. As of December 31, 2025, no change in the fair value of the contingent earnout liabilities was identified by management, and as such, the aggregate balance of $29.9 million was included in other liabilities in the unaudited condensed consolidated balance sheets.

The following table represents the activity related to the contingent earnout for the nine-month period ended December 31, 2025 (in thousands):

The Company incurred approximately $4.1 million of acquisition costs which are presented as selling, general and administrative expenses on the unaudited condensed consolidated statement of operations. The preliminary allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their preliminary estimated fair values as of the date of acquisitions. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the acquisitions were included in the Company’s unaudited condensed consolidated financial statements beginning on the date of acquisition and were not material for all periods presented.

Additional information, which existed as of the acquisition dates, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the date of the relevant acquisition. Changes to amounts recorded as assets and liabilities may result in a corresponding adjustment to goodwill during the respective measurement period.

The following table represents the Company’s preliminary allocation of the Bentek, OnSight, Origami and Fracsun acquisitions total aggregate purchase price to the acquired assets and liabilities (in thousands):

Intangible assets are comprised of $22.5 million of developed technology to be amortized over an estimated weighted average useful life of 9.3 years, $2.1 million of trade names to be amortized over an estimated useful life of 1.9 years, and $1.2 million of customer relationships to be amortized over an estimated weighted average useful life of 1.2 years. The fair value assigned to the identified intangible assets was estimated based on an income approach, which provides an indication of fair value based on the present value of cash flows that the acquired business is expected to generate in the future. Key assumptions used in the valuation included forecasted revenues, cost of sales and operating expenses, royalty rate, discount rate and weighted average cost of capital. The useful life of the acquired intangible assets for amortization purposes was determined by considering the period of expected cash flows used to measure the fair values of the asset, adjusted for certain factors that may limit the useful life.

Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.

Fiscal year 2025 - Foundations acquisitions

During the nine-month period ended December 31, 2024, the Company completedtwo acquisitions. On June 20, 2024, as part of an all-cash transaction, the Company acquired 100% of the interest in Ojjo, Inc. (“Ojjo”), a renewable energy company specializing in foundations technology and services used in ground-mount applications for solar power generation. Additionally, on July 31, 2024, the Company closed the acquisition of the solar foundations business held by Solar Pile International and affiliates (“SPI”) through the purchase of Spinex Systems Inc. and assets held by other SPI affiliates.

The acquisitions of Ojjo and the foundations business of SPI (“Foundations acquisitions”) expand the Company’s foundations offering by accelerating its capability to offer customers a more complete integrated solution for solar trackers and foundations. The development of any utility-scale project is a long and complex process. Foundations are a key part of every utility-scale solar project installation. In addition, projects are often confronted with unique challenges related to land use considerations and exceptional variation in subsurface conditions. The Company believes there is additional value for its customers in combining tracker systems and foundations to form an integrated solution, particularly for difficult and unique soil conditions.

The aggregate cash consideration of the Foundations acquisitions was approximately $144.7 million, net of $4.4 million cash acquired. Additionally, the aggregate total purchase price of $164.7 million included $14.0 million of deferred consideration, which was paid in full during the nine-month period ended December 31, 2025, a $3.4 million release of a loan obligation previously owed by the seller and a $2.6 million contingent earnout. The allocation of the purchase price to the tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values as of the date of acquisition. The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. Goodwill is not deductible for income tax purposes. The results of operations of the Foundations acquisitions were included in the Company’s unaudited condensed consolidated financial results beginning on the date of acquisition, and the total amount of net income and revenue were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.

Intangible assets were comprised of $31.7 million of developed technology to be amortized over an estimated useful life often years, and $18.0 million of customer relationships to be amortized over an estimated useful life offive years.

Pro-forma results of operations have not been presented because the effects were not material to the Company’s unaudited condensed consolidated financial results for all periods presented.

12. Subsequent events

On January 12, 2026, Nextpower and Abunayyan Holding announced the completion of the incorporation of the previously announced joint venture, Nextpower Arabia, headquartered in Riyadh, Kingdom of Saudi Arabia. The new joint venture will provide tracker system equipment for utility-scale solar power plants across the Middle East and North Africa (MENA) region. The shareholders of Nextpower Arabia include Nextracker Spain S.L., a wholly-owned subsidiary of Nextpower LLC, and Abdullah Abunayyan Investment Holding (“Abunayyan”). As part of the Joint Venture Agreement and to initiate the organization of the new entity, the Company contributed cash of $2.7 million in the quarter ended December 31, 2025, which is included in other assets on the unaudited condensed consolidated balance sheet and reflected as other investing activities on the unaudited condensed consolidated statements of cash flows for the nine-month period ended December 31, 2025. In January 2026, Nextpower LLC executed a Share Purchase and Transfer Agreement to transfer two legal entities doing business in the region to Nextpower Arabia. The shareholders will have an equal number of board seats, with the chair position appointed by Abunayyan, which also nominates the chief executive officer. Abunayyan will maintain 51% ownership and control will be shared between the two partners. Accordingly, the investment will be accounted for by the Company as an equity method investment.

On January 27, 2026, the Company announced that the board of directors of the Company approved a share repurchase program to repurchase up to an aggregate of $500.0 million of the Company’s outstanding shares of Class A common stock. The share repurchase program has a term of three years and may be modified, suspended, or terminated at any time. The number of shares to be repurchased and the timing of repurchases will be determined by the Company in its discretion and will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with the Company’s working capital requirements, general business conditions, and other factors. The Company’s execution of the share repurchase program will depend on the market price of the Class A common stock and other factors, and there can be no assurance that any shares will be repurchased under the share repurchase program.

Under the share repurchase program, the Company may purchase shares of its Class A common stock from time to time through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of Class A common stock may be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Exchange Act, which would permit the Class A common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.