Nutanix, Inc. (NTNX) director discloses 4,588 RSUs and 41,976-share trust stake

Rhea-AI Filing Summary

Nutanix, Inc. director reported acquiring 4,588 shares of Class A common stock through restricted stock units on 12/12/2025. These RSUs will vest in full on the earlier of the day prior to the next annual shareholder meeting after the grant date or the one-year anniversary of the grant, as long as the director continues providing service. Each RSU represents one share of Class A common stock.

Following this grant, the director beneficially owns 4,588 unvested RSUs directly and 41,976 shares of Class A common stock indirectly through a trust for which she serves as trustee. This trust position includes 3,646 shares transferred from the director to the trust on December 11, 2025, which changed the form of ownership from direct to indirect without altering her economic interest.

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

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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^*

Gambale Virginia

(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)
12/12/2025

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	12/12/2025		A		4,588(1)	A	$0	4,588(2)	D
Class A Common Stock								41,976	I	by Trust(3)

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. Represents 4,588 unvested RSUs, which are issuable into shares of the Issuer's Class A common stock upon vesting.

3. Class A common stock held of record by Virginia Gambale TTEE Virginia Gambale REV Trust DTD 5/22/2003, for which Ms. Gambale serves as trustee (the "Trust"). Includes 3,646 shares transferred from the Reporting Person to the Trust on December 11, 2025. Such transfers did not change the Reporting Person's pecuniary interest in the securities, and the Reporting Person's ownership changed from direct to indirect ownership.

	/s/ Raymond Hum, Attorney in Fact	12/16/2025
	** 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.
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FAQ

What insider transaction did the Nutanix (NTNX) director report?

The director reported acquiring 4,588 shares of Nutanix Class A common stock via restricted stock units granted on 12/12/2025 at a price of $0 per share.

How do the Nutanix director's restricted stock units (RSUs) vest?

The 4,588 RSUs vest in full on the earlier of (i) the day before the next annual shareholder meeting after the grant date or (ii) the one-year anniversary of the grant, subject to continued service.

How many Nutanix shares does the director beneficially own after this filing?

After the reported transaction, the director beneficially owns 4,588 unvested RSUs directly and 41,976 shares of Class A common stock indirectly through a trust.

What is the role of the trust in the Nutanix (NTNX) director's holdings?

The 41,976 shares of Class A common stock are held by the Virginia Gambale REV Trust, where the director serves as trustee, giving her indirect beneficial ownership.

What was the 3,646-share transfer mentioned in the Nutanix Form 4?

The filing notes that 3,646 shares were transferred from the director to the trust on December 11, 2025, changing ownership from direct to indirect but not changing her pecuniary interest.

Does each Nutanix RSU equal one share of Class A common stock?

Yes. Each restricted stock unit reported represents a contingent right to receive one share of Nutanix Class A common stock upon vesting.