NTNX Insider Alert: Rajiv Ramaswami Plans Minor $144k Stock Sale

Rhea-AI Filing Summary

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.

Positive

• Use of Rule 10b5-1 trading plan demonstrates adherence to insider-trading safeguards and reduces perception of opportunistic selling.

Negative

• Continued insider selling (61,057 shares in May plus new 1,925 planned) could be viewed cautiously by sentiment-driven investors, albeit immaterial in size.

Insights

Financial Analyst

TL;DR: CEO plans to sell 1,925 shares (<0.001 %) under 10b5-1; negligible capital impact.

From a valuation perspective, the proposed $144k sale is de minimis relative to NTNX’s ~268 million shares outstanding and market cap (not provided in filing but well into the multibillion range). The prior $4.8 million in May sales does indicate a pattern of monetization, yet still small versus assumed holdings. Because the trades are executed under a Rule 10b5-1 plan adopted last September, they are unlikely to reflect short-term views on Nutanix’s fundamentals. Historically, NTNX shares show limited price reaction to isolated Form 144s of this magnitude. I view the disclosure as neutral for equity valuation and expect no material EPS or liquidity consequences.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing; compliant with governance best-practices, minimal risk signal.

Governance lens focuses on transparency and adherence to insider-trading safeguards. Ramaswami’s certification that he possesses no undisclosed material information, combined with an active 10b5-1 plan, aligns with SEC expectations post-2023 amendments. The staggered sales (May bulk vs. June micro-sale) fit typical liquidity planning. No red flags such as accelerated vesting, option exercises, or clustered insider disposals from multiple executives appear. Accordingly, the filing is merely procedural, posing no adverse governance implications. Impact on shareholder perception should be limited, though IR teams may proactively highlight the immaterial size to pre-empt sentiment concerns.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001483009
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	NUTANIX, INC.
SEC File Number	001-37883
Address of Issuer	1740 Technology Drive, Suite 150 San Jose CALIFORNIA 95110
Phone	408-216-8360
Name of Person for Whose Account the Securities are To Be Sold	RAJIV RAMASWAMI
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	1925	144375.00	268077453	06/26/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/15/2025	Restricted Stock	ISSUER			1925	06/15/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
RAJIV RAMASWAMI 1740 Technology Drive, Suite 150 San Jose CA 95110	Common	05/13/2025	14259	1126461.00
RAJIV RAMASWAMI 1740 Technology Drive, Suite 150 San Jose CA 95110	Common	05/13/2025	2134	168586.00
RAJIV RAMASWAMI 1740 Technology Drive, Suite 150 San Jose CA 95110	Common	05/13/2025	10725	847275.00
RAJIV RAMASWAMI 1740 Technology Drive, Suite 150 San Jose CA 95110	Common	05/13/2025	31986	2526894.00
RAJIV RAMASWAMI 1740 Technology Drive, Suite 150 San Jose CA 95110	Common	05/13/2025	1000	79000.00
RAJIV RAMASWAMI 1740 Technology Drive, Suite 150 San Jose CA 95110	Common	05/13/2025	953	75287.00

144: Remarks and Signature

Remarks
Date of Notice	06/26/2025
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	09/09/2024
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Rajiv Ramaswami
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Nutanix (NTNX) shares does CEO Rajiv Ramaswami plan to sell?

The Form 144 covers a proposed sale of 1,925 common shares.

What is the estimated value of the planned NTNX insider sale?

Based on the filing, the 1,925 shares are valued at $144,375 in aggregate.

When is the approximate sale date for the shares disclosed in this Form 144?

The filing lists an approximate sale date of 26-Jun-2025.

Did the CEO recently sell additional Nutanix shares?

Yes. On 13-May-2025, Rajiv Ramaswami sold 61,057 shares for about $4.82 million in gross proceeds.

Is the planned sale conducted under a Rule 10b5-1 trading plan?

Yes. The plan was adopted on 09-Sep-2024, providing an affirmative defense against insider-trading claims.

What percentage of Nutanix’s outstanding shares does the planned sale represent?

It represents less than 0.001 % of the roughly 268.1 million shares outstanding.