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Nutanix CEO vests 50K RSUs, 253K shares withheld

Nutanix CEO Rajiv Ramaswami had RSUs vest into shares and a large block withheld to cover related tax obligations on September 15, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nutanix, Inc. reported that Chief Executive Officer and director Rajiv Ramaswami settled portions of his equity awards on September 15, 2026. Four blocks of Restricted Stock Units totaling 50,430 units, each unit representing one share of Class A common stock, were converted into the same number of common shares at a per-unit price of $0.00. In a separate transaction, 252,956 shares of Class A common stock were withheld at $67.99 per share to satisfy tax withholding obligations arising from the vesting of his RSUs. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider RAMASWAMI RAJIV
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 17,207 $0.00 $0.00
Exercise Restricted Stock Units F2, F4 15,885 $0.00 $0.00
Exercise Restricted Stock Units F2, F5 8,508 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 8,830 $0.00 $0.00
Exercise Class A Common Stock 17,207 $0.00 $0.00
Exercise Class A Common Stock 15,885 $0.00 $0.00
Exercise Class A Common Stock 8,508 $0.00 $0.00
Exercise Class A Common Stock 8,830 $0.00 $0.00
Tax Withholding Class A Common Stock F1 252,956 $67.99 $17.20M
Holdings After Transaction: Restricted Stock Units — 237,559 contracts (Direct); Class A Common Stock — 814,338 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
  3. F3. 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. F4. 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. F5. 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. F6. 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.
RSUs converted to Class A Common Stock 50,430 units Total RSUs exercised or converted on September 15, 2026 across four awards
RSU award 1 vested units 17,207 units Restricted Stock Units converted into Class A common stock on September 15, 2026
RSU award 2 vested units 15,885 units Restricted Stock Units converted into Class A common stock on September 15, 2026
RSU award 3 vested units 8,508 units Restricted Stock Units converted into Class A common stock on September 15, 2026
RSU award 4 vested units 8,830 units Restricted Stock Units converted into Class A common stock on September 15, 2026
Shares withheld for tax withholding obligations 252,956 shares Class A common shares withheld to satisfy RSU-related tax obligations on September 15, 2026
Withholding price per share $67.99 per share Price used for the 252,956 shares withheld to satisfy tax withholding obligations
RSU conversion price $0.00 per unit Per-unit price reported for RSU conversions into Class A common stock
Restricted Stock Units financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock"
tax withholding obligations financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting"
Rule 10b5-1 trading plan regulatory
"No Rule 10b5-1 trading plan is reported for these transactions"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Class A common stock financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity transactions did NTNX CEO Rajiv Ramaswami report on September 15, 2026?

He reported the vesting and conversion of 50,430 Restricted Stock Units into Class A common stock at $0.00 per unit, and the withholding of 252,956 shares of Class A common stock to satisfy RSU-related tax withholding obligations.

How many Nutanix (NTNX) RSUs vested for the CEO in this Form 4?

Four RSU awards vested and were converted, covering 17,207, 15,885, 8,508, and 8,830 Restricted Stock Units, for a total of 50,430 RSUs, each representing a contingent right to receive one share of Nutanix Class A common stock.

At what price were the RSUs for NTNX converted into Class A common stock?

The RSU conversions were reported at a price of $0.00 per unit, meaning the CEO did not pay a cash exercise price to receive the corresponding shares of Nutanix Class A common stock upon vesting.

How many Nutanix (NTNX) shares were withheld for the CEO’s tax obligations?

A total of 252,956 shares of Nutanix Class A common stock were withheld by the issuer at $67.99 per share to satisfy the CEO’s tax withholding obligations arising from the vesting of his Restricted Stock Units.

Were the NTNX CEO’s September 15, 2026 transactions under a Rule 10b5-1 plan?

No. The filing shows the Rule 10b5-1 checkbox as not selected, and there is no footnote stating that these Nutanix equity transactions were executed pursuant to a Rule 10b5-1 trading plan.

What is the vesting schedule of the NTNX CEO’s RSUs mentioned in the Form 4?

The reported RSUs vest in 16 equal quarterly installments, with first vesting dates of December 15, 2022, December 15, 2023, December 15, 2024, and December 15, 2025, subject to the CEO continuing to provide service through each vesting date.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
RAMASWAMI RAJIV

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M17,207A$01,034,071D
Class A Common Stock09/15/2026M15,885A$01,049,956D
Class A Common Stock09/15/2026M8,508A$01,058,464D
Class A Common Stock09/15/2026M8,830A$01,067,294D
Class A Common Stock09/15/2026F252,956(1)D$67.99814,338D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)09/15/2026M17,207 (3) (3)Class A Common Stock17,207$00D
Restricted Stock Units(2)09/15/2026M15,885 (4) (4)Class A Common Stock15,885$063,538D
Restricted Stock Units(2)09/15/2026M8,508 (5) (5)Class A Common Stock8,508$068,058D
Restricted Stock Units(2)09/15/2026M8,830 (6) (6)Class A Common Stock8,830$0105,963D
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 Fact09/17/2026
** Signature of Reporting PersonDate
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)

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