Nutanix (NASDAQ: NTNX) legal chief’s 2026 performance stock units hit vesting milestone

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) reported that Chief Legal Officer Brian Martin acquired 15,124 shares and 7,365 shares of Class A common stock through performance-based restricted stock units. These awards became eligible to vest based on the company’s total shareholder return relative to the NASDAQ Composite Index, and are scheduled to vest on September 15, 2026 if his service continues through that date.

Insider Trade Summary

Net Buyer: 22,489 shares

Net Buy 2 txns

Insider Martin Brian

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	15,124	$0.00	$0.00
Grant/Award	Class A Common Stock F2	7,365	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 36,519 shares (Direct)

Footnotes (2)

1. F1. On September 10, 2024, the Reporting Person was granted performance-based restricted stock units ("FY 2025 PRSUs"). The FY 2025 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2024, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 121.93% but, under the terms of the FY 2025 PRSUs, the achievement percentage is capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
2. F2. On November 10, 2025, the Reporting Person was granted performance-based restricted stock units ("FY 2026 PRSUs"). The FY 2026 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2025, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 72.61%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

Key Figures

Shares from FY 2025 PRSUs: 15,124 shares of Class A Common Stock Shares from FY 2026 PRSUs: 7,365 shares of Class A Common Stock FY 2025 PRSU achievement percentage: 121.93% +5 more

8 metrics

Shares from FY 2025 PRSUs 15,124 shares of Class A Common Stock Shares becoming eligible to vest from FY 2025 PRSUs based on second performance period

Shares from FY 2026 PRSUs 7,365 shares of Class A Common Stock Shares becoming eligible to vest from FY 2026 PRSUs based on first performance period

FY 2025 PRSU achievement percentage 121.93% Second performance period result; capped at 100% under award terms

FY 2026 PRSU achievement percentage 72.61% First performance period result for FY 2026 PRSUs

Achievement cap for FY 2025 PRSUs 100% Maximum applicable achievement percentage under FY 2025 PRSU terms

FY 2025 PRSU grant date September 10, 2024 Grant date of FY 2025 performance-based restricted stock units

FY 2026 PRSU grant date November 10, 2025 Grant date of FY 2026 performance-based restricted stock units

PRSUs vesting eligibility date September 15, 2026 Date on which reported PRSUs become eligible to vest, subject to continued service

Key Terms

performance-based restricted stock units, total shareholder return, NASDAQ Composite Index

3 terms

performance-based restricted stock units financial

"the Reporting Person was granted performance-based restricted stock units ("FY 2025 PRSUs")"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

total shareholder return financial

"based on the total shareholder return of the Issuer over one-, two-"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

NASDAQ Composite Index financial

"relative to the total shareholder return of companies in the NASDAQ Composite Index"

A broad stock market index that measures the combined price performance of nearly all common stocks listed on the Nasdaq exchange, acting like a thermometer for that segment of the market. Investors use it to gauge overall trends and sentiment among Nasdaq-listed companies, compare portfolio performance to a benchmark, and make allocation decisions—similar to checking an index reading to understand whether weather favors growth or caution.

FAQ

What insider transactions did NTNX Chief Legal Officer Brian Martin report?

Brian Martin reported two acquisitions of Class A Common Stock: 15,124 shares tied to FY 2025 PRSUs and 7,365 shares tied to FY 2026 PRSUs. These reflect performance-based restricted stock units that became eligible to vest following compensation committee determinations.

How many Nutanix (NTNX) shares are linked to FY 2025 PRSUs in this Form 4?

The filing shows 15,124 shares of Nutanix Class A common stock associated with FY 2025 performance-based restricted stock units, which became eligible to vest after the second performance period, subject to continued service through September 15, 2026.

What performance result triggered FY 2025 PRSU eligibility for NTNX?

For the FY 2025 PRSUs, Nutanix’s compensation committee determined an achievement percentage of 121.93% for the second performance period. Under the award terms this result was capped at 100%, making the related 15,124 shares eligible to vest on September 15, 2026, subject to continued service.

What performance result triggered FY 2026 PRSU eligibility for NTNX?

For the FY 2026 PRSUs, the compensation committee determined an achievement percentage of 72.61% for the first performance period. This made the associated 7,365 shares eligible to vest on September 15, 2026, assuming Brian Martin continues to provide service through that date.

How are NTNX PRSUs measured for vesting in these grants?

The FY 2025 and FY 2026 PRSUs vest in up to three installments based on total shareholder return over one-, two-, and three-year performance periods starting August 1, 2024, and August 1, 2025, respectively, each measured relative to companies in the NASDAQ Composite Index.

When do the reported NTNX PRSUs become eligible to vest?

Both the FY 2025 and FY 2026 PRSUs reported become eligible to vest on September 15, 2026, provided Brian Martin continues to provide service to Nutanix through that vesting date, as stated in the performance award terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/26/2026 - 06:03 PM Accepted by SEC EDGAR 08/26/2026 - 06:02 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Martin Brian

(Last) (First) (Middle)

C/O NUTANIX, INC.

1740 TECHNOLOGY DR., SUITE 150

(Street)

SAN JOSE CALIFORNIA 95110

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026

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

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

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

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	08/24/2026		A		15,124(1)	A	$0	29,154	D
Class A Common Stock	08/24/2026		A		7,365(2)	A	$0	36,519	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

Explanation of Responses:

1. On September 10, 2024, the Reporting Person was granted performance-based restricted stock units ("FY 2025 PRSUs"). The FY 2025 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2024, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 121.93% but, under the terms of the FY 2025 PRSUs, the achievement percentage is capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

2. On November 10, 2025, the Reporting Person was granted performance-based restricted stock units ("FY 2026 PRSUs"). The FY 2026 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2025, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 72.61%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

	/s/ Raymond Hum, Attorney in Fact	08/26/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)