Nutanix Inc SEC Filings

Ramaswami Rajiv, President and CEO and a director of Nutanix, Inc. (NTNX), reported three separate recognitions of Class A common stock on Form 4 reflecting performance-based restricted stock units becoming eligible to vest. The entry lists: 146,160 shares from FY2023 PRSUs, 84,717 shares from FY2024 PRSUs and 45,372 shares from FY2025 PRSUs, increasing reported beneficial ownership to 794,810 Class A shares after the most recent items. Each award was originally granted in 2022, 2023 and 2024 and vests in installments tied to one-, two- and three-year total shareholder return performance periods versus the NASDAQ Composite Index. The Compensation Committee determined achievement percentages on August 25, 2025 (with caps applied), making the affected tranches eligible to vest on September 15, 2025, subject to Mr. Ramaswami continuing service through the vesting date. The form is signed by Raymond Hum as attorney-in-fact on August 26, 2025.

Nutanix Chief Financial Officer Rukmini Sivaraman reported three separate grants of Class A common stock becoming eligible to vest following Compensation Committee determinations on August 25, 2025. The filing shows 53,091 shares from FY2023 PRSUs, 25,415 shares from FY2024 PRSUs and 15,880 shares from FY2025 PRSUs were recorded as acquired on August 25, 2025, all at a $0 price and reflected as becoming eligible to vest on September 15, 2025, subject to continued service. Achievement percentages for the performance periods were noted (200% before contractual caps), with caps of 119.7574% for FY2023 and 100% for FY2024 and FY2025 as stated. The Form 4 is signed by an attorney-in-fact on August 26, 2025.

Insider equity activity for Nutanix, Inc. (NTNX): Chief Legal Officer Brian Martin was reported as acquiring 15,124 shares of Class A common stock on August 25, 2025, at a $0 price as performance-based restricted stock units (PRSUs) became eligible to vest. After the transaction he beneficially owned 15,381 shares, which includes 257 shares purchased under the Employee Stock Purchase Plan on March 20, 2025. The FY 2025 PRSUs were granted September 10, 2024, and tied to total shareholder return over one-, two- and three-year performance periods. The Compensation Committee determined a 200% achievement for the first performance period but the award is contractually capped at 100%, making these shares eligible to vest on September 15, 2025, subject to continued service.

Insider Transaction Overview: Nutanix (NTNX) filed a Form 4 disclosing that President & CEO Rajiv Ramaswami sold 1,925 Class A common shares on 26 June 2025 at a reported price of $75 per share. The trade was executed automatically under a pre-arranged Rule 10b5-1 trading plan adopted 9 Sep 2024.

Post-Transaction Ownership: Following the sale, Ramaswami continues to hold 518,561 shares directly. The filing does not report any derivative transactions or changes to option positions.

Materiality Assessment: The divestiture is worth roughly $144,000, a de-minimis amount relative to the CEO’s remaining stake and Nutanix’s ~240 million shares outstanding. Because it was pre-scheduled, the transaction is generally viewed as routine and is unlikely to signal a shift in executive confidence.

Key Takeaways for Investors:

• Sale size represents less than 0.4% of the executive’s direct holdings.
• Use of a 10b5-1 plan limits potential concerns about timing or insider knowledge.
• No additional insider sales or option exercises were reported.

Nutanix, Inc. (NTNX) filed a Form 144 signaling a proposed insider sale by President & CEO Rajiv Ramaswami, who also serves as a director. The notice covers the potential disposition of 1,925 common shares—acquired as restricted stock on 15-Jun-2025—through Morgan Stanley Smith Barney, with an estimated market value of $144,375. The transaction is expected to occur on, or about, 26-Jun-2025 on the Nasdaq.

The filing discloses that approximately 268.1 million shares of Nutanix common stock are outstanding, so the size of the contemplated sale represents less than 0.001 % of shares outstanding and is therefore immaterial from a capitalization standpoint. Ramaswami adopted or amended a Rule 10b5-1 trading plan on 09-Sep-2024, which provides an affirmative defense against insider-trading allegations by automating trade execution.

Form 144 also lists recent insider activity: Ramaswami sold a total of 61,057 shares on 13-May-2025 for aggregate gross proceeds of roughly $4.82 million. Although insider sales do not automatically imply negative fundamentals, investors often track selling cadence to gauge executive sentiment. Given the minor size of the new sale and its compliance with a pre-arranged plan, the near-term market impact is likely negligible.