NTNX Form 4: CFO RSU Vesting, Tax Withholding, 10b5-1 Sale Reported
Rhea-AI Filing Summary
Nutanix insider activity: The company's CFO, Rukmini Sivaraman, reported multiple vesting and sale transactions in mid-September 2025 relating to restricted stock units and Class A common stock. On 09/15/2025 she received several RSU vesting issuances totaling 21,342 shares across five grants and an additional 58,770 shares were withheld to satisfy tax withholding at a price indicated as $78.21 per share. On 09/16/2025 she sold 11,391 shares under a Rule 10b5-1 trading plan adopted October 9, 2024, at a weighted average price of $78.3438 per share. Following these transactions her direct beneficial ownership is reported as 254,637 shares.
Positive
- Clear disclosure of RSU vesting amounts and tax-withheld shares
- Sale executed under a Rule 10b5-1 plan, reducing concerns about opportunistic insider timing
- Detailed pricing provided for the sale (weighted average $78.3438) and withholding ($78.21)
Negative
- Net beneficial ownership decreased following the RSU withholding and sale (reported 254,637 shares after transactions)
- Significant share withholding (58,770 shares) reduced the executive's share count materially
Insights
TL;DR: CFO recognized routine RSU vesting, tax-withholding, and an automated 10b5-1 sale; net holdings declined post-sale but remain substantial.
These transactions are typical for executive compensation administration: multiple RSU vesting events converted to Class A shares on 09/15/2025, with the issuer withholding 58,770 shares to cover taxes at an implied cost basis of $78.21 per share. The subsequent sale of 11,391 shares on 09/16/2025 was executed under a pre-established Rule 10b5-1 plan, limiting questions about insider timing. The remaining reported direct ownership of 254,637 shares provides context for ongoing insider alignment with shareholders.
TL;DR: Disclosures conform to Section 16 norms: vesting, tax withholding, and explicit 10b5-1 plan disclosure reduce governance concerns.
The form clearly explains share withholding to satisfy tax obligations and identifies the 10b5-1 trading plan adoption date, which supports compliance and reduces likelihood of perceived opportunistic trading. All transactions are reported with transaction codes and prices, and the filing is signed by an attorney-in-fact, indicating procedural completeness. No additional derivative exercises or indirect ownership nuances are disclosed beyond direct holdings.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 11,391 | $78.3438 | $892K |
| Exercise | Restricted Stock Units | 2,589 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,760 | $0.00 | -- |
| Exercise | Restricted Stock Units | 6,250 | $0.00 | -- |
| Exercise | Restricted Stock Units | 4,765 | $0.00 | -- |
| Exercise | Restricted Stock Units | 2,978 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,589 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,760 | $0.00 | -- |
| Exercise | Class A Common Stock | 6,250 | $0.00 | -- |
| Exercise | Class A Common Stock | 4,765 | $0.00 | -- |
| Exercise | Class A Common Stock | 2,978 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 58,770 | $78.21 | $4.60M |
Footnotes (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. This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 9, 2024. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $78.01 to $78.83 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2021, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on September 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. 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. 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. 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.
