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

Securities Analyst

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.

Corporate Governance Expert

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.

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).

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)
09/15/2025

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	09/15/2025		M		2,589	A	$0	306,045	D
Class A Common Stock	09/15/2025		M		4,760	A	$0	310,805	D
Class A Common Stock	09/15/2025		M		6,250	A	$0	317,055	D
Class A Common Stock	09/15/2025		M		4,765	A	$0	321,820	D
Class A Common Stock	09/15/2025		M		2,978	A	$0	324,798	D
Class A Common Stock	09/15/2025		F		58,770(1)	D	$78.21	266,028	D
Class A Common Stock	09/16/2025		S		11,391(2)	D	$78.3438(3)	254,637	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	(4)	09/15/2025		M			2,589	(5)	(5)	Class A Common Stock	2,589	$0	0	D
Restricted Stock Units	(4)	09/15/2025		M			4,760	(6)	(6)	Class A Common Stock	4,760	$0	14,281	D
Restricted Stock Units	(4)	09/15/2025		M			6,250	(7)	(7)	Class A Common Stock	6,250	$0	25,000	D
Restricted Stock Units	(4)	09/15/2025		M			4,765	(8)	(8)	Class A Common Stock	4,765	$0	38,123	D
Restricted Stock Units	(4)	09/15/2025		M			2,978	(9)	(9)	Class A Common Stock	2,978	$0	35,730	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. This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on October 9, 2024.

3. 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.

4. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	/s/ Raymond Hum, Attorney in Fact	09/17/2025
	** 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.
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FAQ

What transactions did Nutanix CFO Rukmini Sivaraman report on Form 4 (NTNX)?

The CFO reported RSU vesting on 09/15/2025, shares withheld for taxes (58,770 shares at $78.21), and a sale of 11,391 shares on 09/16/2025 under a Rule 10b5-1 plan at a weighted average of $78.3438.

Was the 2025 sale by the Nutanix CFO part of a pre-established trading plan?

Yes. The sale on 09/16/2025 was effected automatically pursuant to a Rule 10b5-1 trading plan adopted October 9, 2024.

How many shares did the CFO own after the reported transactions?

Following the transactions reported on this Form 4 the CFO's direct beneficial ownership is reported as 254,637 Class A shares.

Why were 58,770 shares transferred on 09/15/2025?

Those shares were withheld by the issuer to satisfy tax withholding obligations arising from RSU vesting.

Does the Form 4 report any derivative exercises or remaining RSU balances?

The filing lists RSU grants and shows remaining underlying share counts for some grants (for example 14,281 and 25,000), but no option exercises or new derivative transactions were reported beyond RSU vesting.