NTNX Form 4: Director Robert Lavender Receives 843 RSUs

Rhea-AI Filing Summary

Robert G. Lavender, a director of Nutanix, Inc. (NTNX), was granted restricted stock units (RSUs) that cover 843 shares of Class A common stock. The RSUs were issued on 09/17/2025 at no cash price and remain unvested. They vest in full on the earlier of (i) the day before the next annual meeting of shareholders after the grant date or (ii) the one-year anniversary of the grant, provided the reporting person continues service through the applicable vesting date. The Form 4 was filed on 09/19/2025 by an attorney-in-fact.

Insights

Corporate Governance Expert

TL;DR: Director received time-based RSUs aligning interests with shareholders; vesting is service-based within one year or before the next annual meeting.

The grant of 843 RSUs to a director is a routine equity-based compensation mechanism to align a director's incentives with long-term shareholder value. The award vests on a short-term schedule (earlier of one year or prior to the next annual meeting) and is contingent on continued service, which is common for non-employee directors. The Form 4 discloses no exercised options, sales, or cash proceeds; the instrument is a contingent right to one share per RSU. Impact on outstanding share count or dilution is not provided in this filing.

Compensation Analyst

TL;DR: This is a standard, non-cash director equity award with short-term vesting; materiality appears limited based on the disclosed quantity.

The filing shows an award of 843 RSUs at $0 price, which will convert into Class A common shares upon vesting. Short-form vesting schedules like this suggest alignment for the coming year rather than long-term retention. The filing does not disclose aggregate holdings of the director or the percentage impact on total shares outstanding, so assessing materiality relative to company size is not possible from this document alone.

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^*

Lavender Robert G

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		A		843(1)	A	$0	843(2)	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. Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs"), which will vest in full on the earlier of (i) the day prior to the next annual meeting of the Issuer's shareholders held after the date of grant or (ii) the one-year anniversary of the date of grant, in each case, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.

2. The amount reported consists of the unvested RSUs referenced in footnote (1), which are issuable into shares of the Issuer's Class A common stock upon vesting.

	/s/ Raymond Hum, Attorney in Fact	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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