[Form 4] Nutanix, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nutanix Chief Financial Officer Rukmini Sivaraman reported three separate grants of Class A common stock becoming eligible to vest following Compensation Committee determinations on August 25, 2025. The filing shows 53,091 shares from FY2023 PRSUs, 25,415 shares from FY2024 PRSUs and 15,880 shares from FY2025 PRSUs were recorded as acquired on August 25, 2025, all at a $0 price and reflected as becoming eligible to vest on September 15, 2025, subject to continued service. Achievement percentages for the performance periods were noted (200% before contractual caps), with caps of 119.7574% for FY2023 and 100% for FY2024 and FY2025 as stated. The Form 4 is signed by an attorney-in-fact on August 26, 2025.

Positive

• 94,386 Class A shares across three PRSU grants became eligible to vest, indicating strong performance outcomes before contractual caps
• Compensation Committee applied plan caps and documented achievement percentages, demonstrating governance and plan provisions functioning as designed

Negative

• None.

Insights

Financial Analyst

TL;DR: CFO received performance-based RSUs that became eligible to vest, representing potential share dilution but tied to performance and continued service.

The filing documents that 94,386 Class A shares across three performance-based restricted stock unit grants were reported as acquired on August 25, 2025, and will be eligible to vest on September 15, 2025, subject to service. The awards are performance-conditioned with committee-determined achievement rates that were capped per plan terms (119.7574% for FY2023, 100% for FY2024 and FY2025). These are compensation-related events rather than open-market purchases or sales and thus reflect standard executive equity compensation mechanics rather than immediate liquidity events.

Corporate Governance Expert

TL;DR: Compensation Committee applied plan caps to performance awards; vesting remains contingent on continued service, consistent with typical governance controls.

The disclosure shows the Compensation Committee applied predetermined caps when converting measured performance (200% achievement before caps) into vesting-eligible shares, which aligns with plan governance. Vesting is conditioned on continued service through September 15, 2025, preserving retention incentives. The Form 4 properly reports the beneficial ownership changes and is executed by an attorney-in-fact, indicating procedural compliance.

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^*

Sivaraman Rukmini

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		A		53,091(1)	A	$0	262,161	D
Class A Common Stock	08/25/2025		A		25,415(2)	A	$0	287,576	D
Class A Common Stock	08/25/2025		A		15,880(3)	A	$0	303,456	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 August 25, 2022, the Reporting Person was granted performance-based restricted stock units ("FY 2023 PRSUs"). The FY 2023 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, 2022, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 25, 2025, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, but, under the terms of the FY 2023 PRSUs, the achievement percentage is capped at 119.7574%, resulting in these shares becoming eligible to vest on September 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

2. On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 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, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 25, 2025, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 200% but, under the terms of the FY 2024 PRSUs, the achievement percentage is capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

3. 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 25, 2025, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 200% 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, 2025, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

	/s/ Raymond Hum, Attorney in Fact	08/26/2025
	** 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).
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FAQ

What transactions were reported on the NTNX Form 4 for Rukmini Sivaraman?

The Form 4 reports three grants of Class A common stock becoming eligible to vest: 53,091, 25,415, and 15,880 shares, recorded on 08/25/2025.

When will the reported PRSUs vest for NTNX CFO Rukmini Sivaraman?

The shares were determined eligible to vest and are scheduled to vest on September 15, 2025, subject to continued service through that date.

What performance achievement percentages were disclosed in the NTNX Form 4?

The Compensation Committee determined achievement percentages of 200% for specified performance periods, with contractual caps of 119.7574% for FY2023 and 100% for FY2024 and FY2025.

Were any cash-priced transactions reported in the NTNX Form 4?

No. All reported Class A shares are shown at a price of $0, reflecting issuance from performance-based awards rather than open-market purchases.

Who signed the Form 4 for NTNX and when?

The Form 4 was signed by /s/ Raymond Hum, Attorney in Fact on 08/26/2025.