Nutanix, Inc. Insider Trading Activity

Nutanix, Inc. insider activity centers on RSU vesting and tax withholding.

Accepted by SEC EDGAR 12/17/2025 - 05:26 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nutanix, Inc. insider activity centers on RSU vesting and tax withholding. On December 15, 2025, the company’s President and CEO, who is also a director, had several blocks of Restricted Stock Units (RSUs) convert into Class A common stock. These included 17,206, 15,884, 8,507, and 8,830 RSUs, each at an exercise price of $0, reflecting scheduled vesting under prior equity awards.

To cover related tax withholding obligations from these RSU vestings, 27,157 shares of Class A common stock were withheld at a price of $47.76 per share. After these transactions, the reporting person directly beneficially owned 547,878 shares of Nutanix Class A common stock. The RSUs vest in equal quarterly installments, contingent on continued service through each vesting date.

Insider Trade Summary

50,427 shares exercised/converted

Exercise 9 txns

Insider RAMASWAMI RAJIV

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,206	$0.00	$0.00
Exercise	Restricted Stock Units	15,884	$0.00	$0.00
Exercise	Restricted Stock Units	8,507	$0.00	$0.00
Exercise	Restricted Stock Units	8,830	$0.00	$0.00
Exercise	Class A Common Stock	17,206	$0.00	$0.00
Exercise	Class A Common Stock	15,884	$0.00	$0.00
Exercise	Class A Common Stock	8,507	$0.00	$0.00
Exercise	Class A Common Stock	8,830	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	27,157	$47.76	$1.30M

Holdings After Transaction: Restricted Stock Units — 388,845 contracts (Direct); Class A Common Stock — 547,878 shares (Direct)

Holdings Before and After: Restricted Stock Units, 439,272 to 388,845 contracts (Direct); Class A Common Stock, 524,608 to 547,878 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.

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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^*

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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		17,206	A	$0	541,814	D
Class A Common Stock	12/15/2025		M		15,884	A	$0	557,698	D
Class A Common Stock	12/15/2025		M		8,507	A	$0	566,205	D
Class A Common Stock	12/15/2025		M		8,830	A	$0	575,035	D
Class A Common Stock	12/15/2025		F		27,157(1)	D	$47.76	547,878	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)	12/15/2025		M			17,206	(3)	(3)	Class A Common Stock	17,206	$0	51,620	D
Restricted Stock Units	(2)	12/15/2025		M			15,884	(4)	(4)	Class A Common Stock	15,884	$0	111,192	D
Restricted Stock Units	(2)	12/15/2025		M			8,507	(5)	(5)	Class A Common Stock	8,507	$0	93,580	D
Restricted Stock Units	(2)	12/15/2025		M			8,830	(6)	(6)	Class A Common Stock	8,830	$0	132,453	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	12/17/2025
	** 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.
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.