Nextracker 2024年度报告

Washington, D.C. 20549 Form10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedMarch31, 2025 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number:001-41617 Nextracker Inc. (Exact name of registrant as specified in its charter) 36-5047383(I.R.S. EmployerIdentification No.) Delaware (State or other jurisdiction ofincorporation or organization) (510)270-2500 (Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and "emerging growth company" in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the Class A common stock held by non-affiliates of the registrant, based on the closing price of ashare of the registrant’s Class A common stock on September 27, 2024 (the last day of the registrant’s most recently completed secondfiscal quarter) as reported by the Nasdaq Global Select Market on such date was approximately $5.6billion. As of May 12, 2025, there were146,263,962shares of the registrant’s Class A common stock outstanding andnoshares of theregistrant's Class B common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement relating to its 2025 Annual Meeting of Stockholders are incorporated byreference into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement will be filed with the United StatesSecurities and Exchange Commission within 120 days after the end of the fiscal year to which this Annual Report on Form 10-Krelates. TABLE OF CONTENTSPART I PageForward Looking Statement1Item 1.Business3Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments44Item 1C.Cybersecurity44Item 2.Properties45Item 3.Legal Proceedings45Item 4.Mine Safety Disclosures45PART IIItem 5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities46Item 6.[Reserved]46Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk61Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure102Item 9A.Controls and Procedures102Item 9B.Other Information104Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections104PART IIIItem 10.Directors, Executive Officers and Corporate Governance104Item 11.Executive Compens