Nutanix CFO Reports Performance RSUs Eligible to Vest on Sept 15, 2025
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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 53,091 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 25,415 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 15,880 | $0.00 | -- |
Footnotes (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. 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. 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.
