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  4. [Form 4] Nutanix, Inc. Insider Trading Activity

Nutanix (NTNX) legal chief exercises 4,727 RSUs, 1,697 shares withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nutanix, Inc. Chief Legal Officer Brian Martin reported routine equity compensation activity. On June 15, 2026, he exercised Restricted Stock Units, converting 4,727 RSUs into the same number of Class A common shares. These RSUs carry no exercise price.

To cover related tax obligations from the RSU vesting, the issuer withheld 1,697 shares of Class A common stock, a non-market disposition. After these transactions, Martin directly holds 13,825 Class A shares, which include 602 shares acquired through the Nutanix Employee Stock Purchase Plan on March 20, 2026.

He also continues to hold 25,425 RSUs, each representing a contingent right to receive one Class A share, vesting in specified quarterly installments as long as he continues to provide service to Nutanix.

Positive

  • None.

Negative

  • None.
Insider Martin Brian
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 2,825 $0.00 --
Exercise Restricted Stock Units 1,902 $0.00 --
Exercise Class A Common Stock 2,825 $0.00 --
Exercise Class A Common Stock 1,902 $0.00 --
Tax Withholding Class A Common Stock 1,697 $49.40 $84K
Holdings After Transaction: Restricted Stock Units — 25,425 shares (Direct, null); Class A Common Stock — 13,825 shares (Direct, null)
Footnotes (1)
  1. Includes 602 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2026. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs vested as to 25% of the underlying shares on September 15, 2025, with 1/16th of the remaining shares vesting quarterly thereafter 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, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
RSUs exercised 4,727 RSUs Converted into Class A common shares on June 15, 2026
Shares withheld for taxes 1,697 shares Withheld to satisfy RSU-related tax obligations
Shares held after transactions 13,825 shares Direct Class A holdings following June 15, 2026 transactions
Remaining RSUs 25,425 RSUs RSU balance after reported exercises
ESPP shares 602 shares Class A shares acquired under ESPP on March 20, 2026
RSU exercise price $0.00 per RSU Conversion or exercise price for reported RSU grants
Tax-withholding price reference $49.40 per share Price associated with 1,697 withheld shares for taxes
Restricted Stock Units financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Employee Stock Purchase Plan financial
"Includes 602 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2026."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
tax withholding obligations financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs."
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock."
vesting date financial
"with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Martin Brian
(Last)(First)(Middle)
C/O NUTANIX, INC.
1740 TECHNOLOGY DR., SUITE 150
(Street)
SAN JOSE CALIFORNIA 95110
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Nutanix, Inc. [ NTNX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/15/2026M2,825A$013,825(1)D
Class A Common Stock06/15/2026M1,902A$015,727D
Class A Common Stock06/15/2026F1,697(2)D$49.414,030D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)06/15/2026M2,825 (4) (4)Class A Common Stock2,825$025,425D
Restricted Stock Units(3)06/15/2026M1,902 (5) (5)Class A Common Stock1,902$024,725D
Explanation of Responses:
1. Includes 602 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2026.
2. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.
3. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
4. The RSUs vested as to 25% of the underlying shares on September 15, 2025, with 1/16th of the remaining shares vesting quarterly thereafter 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, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
/s/ Raymond Hum, Attorney in Fact06/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Nutanix (NTNX) report for Brian Martin?

Nutanix reported that Chief Legal Officer Brian Martin exercised 4,727 Restricted Stock Units into Class A shares and had 1,697 shares withheld to cover tax obligations. These are routine compensation-related equity transactions rather than open-market purchases or sales.

How many Nutanix shares does Brian Martin hold after this Form 4?

After the reported transactions, Brian Martin directly holds 13,825 Nutanix Class A common shares. This figure includes 602 shares acquired under the Nutanix Employee Stock Purchase Plan on March 20, 2026, reflecting his post-transaction equity position.

Were Brian Martin’s Nutanix transactions open-market buys or sells?

The transactions were not open-market trades. Martin exercised 4,727 Restricted Stock Units to receive Class A shares, while 1,697 shares were withheld by Nutanix to satisfy tax withholding obligations triggered by RSU vesting, a standard administrative mechanism.

What are the key details of Brian Martin’s RSUs at Nutanix (NTNX)?

Martin exercised 4,727 RSUs into Class A shares and continues to hold 25,425 RSUs. Each RSU represents a contingent right to receive one Nutanix Class A share, vesting in scheduled quarterly installments tied to his continued service.

How were Nutanix RSU vesting schedules described for Brian Martin?

One RSU grant vested 25% on September 15, 2025, with the remaining shares vesting in sixteen quarterly installments. Another grant vests in sixteen equal quarterly installments, beginning December 15, 2025, contingent on Martin continuing to provide service to Nutanix.

Did Brian Martin use Nutanix’s Employee Stock Purchase Plan (ESPP)?

Yes. A footnote states that his holdings include 602 shares of Nutanix Class A common stock acquired through the Nutanix Employee Stock Purchase Plan on March 20, 2026, indicating additional share accumulation via the company’s ESPP program.