Nutanix (NTNX) CEO Rajiv Ramaswami nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Nutanix, Inc. Chief Executive Officer Rajiv Ramaswami reported the vesting and settlement of restricted stock units into 50,429 shares of Class A common stock on March 15, 2026. To cover related tax obligations, 23,428 shares were withheld by Nutanix at $39.29 per share, leaving him with 574,879 shares directly held.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RAMASWAMI RAJIV

(Last) (First) (Middle)

C/O NUTANIX, INC.

1740 TECHNOLOGY DR., SUITE 150

(Street)

SAN JOSE CA 95110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nutanix, Inc. [ NTNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/15/2026		M		17,207	A	$0	565,085	D
Class A Common Stock	03/15/2026		M		15,885	A	$0	580,970	D
Class A Common Stock	03/15/2026		M		8,507	A	$0	589,477	D
Class A Common Stock	03/15/2026		M		8,830	A	$0	598,307	D
Class A Common Stock	03/15/2026		F		23,428(1)	D	$39.29	574,879	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	03/15/2026		M			17,207	(3)	(3)	Class A Common Stock	17,207	$0	34,413	D
Restricted Stock Units	(2)	03/15/2026		M			15,885	(4)	(4)	Class A Common Stock	15,885	$0	95,307	D
Restricted Stock Units	(2)	03/15/2026		M			8,507	(5)	(5)	Class A Common Stock	8,507	$0	85,073	D
Restricted Stock Units	(2)	03/15/2026		M			8,830	(6)	(6)	Class A Common Stock	8,830	$0	123,623	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

3. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

4. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

5. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

6. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

	/s/ Raymond Hum, Attorney in Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Nutanix (NTNX) CEO Rajiv Ramaswami report?

Nutanix CEO Rajiv Ramaswami reported RSU vesting that delivered 50,429 shares of Class A common stock. As part of this event, Nutanix withheld 23,428 shares at $39.29 per share to satisfy tax withholding obligations tied to the restricted stock unit awards.

How many Nutanix (NTNX) shares does Rajiv Ramaswami hold after this Form 4?

After the reported RSU vesting and tax withholding, Rajiv Ramaswami directly holds 574,879 shares of Nutanix Class A common stock. This figure reflects the net result after 23,428 shares were withheld by the company to cover tax obligations associated with the RSU settlement.

Were the Nutanix (NTNX) CEO’s transactions open-market buys or sales?

The transactions were RSU vesting and related tax withholding, not open-market trades. RSUs converted into 50,429 Nutanix Class A shares, and 23,428 of those shares were withheld by the issuer to satisfy tax obligations arising from the vesting of the restricted stock units.

What price was used for Nutanix (NTNX) tax-withholding shares on this Form 4?

For the tax-withholding disposition, 23,428 Nutanix Class A shares were valued at $39.29 per share. These shares were withheld by the company to satisfy the CEO’s tax liabilities that arose from the vesting and settlement of his restricted stock unit awards.

What do the RSU footnotes in the Nutanix (NTNX) Form 4 explain?

The footnotes explain that each RSU equals one Nutanix Class A share and that the RSUs vest in 16 equal quarterly installments. Different RSU grants began vesting on December 15 in 2022, 2023, 2024, and 2025, subject to continued service with the company.

How many RSU shares vested for the Nutanix (NTNX) CEO on March 15, 2026?

On March 15, 2026, multiple RSU tranches vested and converted into 50,429 Nutanix Class A shares in total. These came from several RSU grants, each representing one share upon vesting, as reflected by derivative exercises coded as “M” in the Form 4 transactions.