[Form 4] Nutanix, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nutanix, Inc.’s Chief Financial Officer reported multiple equity transactions on 12/15/2025. Several blocks of Restricted Stock Units (RSUs) vested and were settled into Class A common stock in amounts of 4,760, 6,250, 4,765, 2,977, and 3,396 shares, each at an exercise price of $0, reflecting the nature of RSUs as stock-based compensation rather than cash purchases. To cover tax withholding obligations from these vestings, the company withheld 11,249 shares at a price of $47.76 per share. After these transactions, the CFO directly beneficially owned 265,536 shares of Nutanix Class A common stock. The footnotes explain that each RSU equals one share and that the various RSU grants vest in 16 equal quarterly installments, contingent on the CFO continuing to provide service to Nutanix through each vesting date.

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

OMB APPROVAL

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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)
12/15/2025

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	12/15/2025		M		4,760	A	$0	259,397	D
Class A Common Stock	12/15/2025		M		6,250	A	$0	265,647	D
Class A Common Stock	12/15/2025		M		4,765	A	$0	270,412	D
Class A Common Stock	12/15/2025		M		2,977	A	$0	273,389	D
Class A Common Stock	12/15/2025		M		3,396	A	$0	276,785	D
Class A Common Stock	12/15/2025		F		11,249(1)	D	$47.76	265,536	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	(2)	12/15/2025		M			4,760	(3)	(3)	Class A Common Stock	4,760	$0	9,521	D
Restricted Stock Units	(2)	12/15/2025		M			6,250	(4)	(4)	Class A Common Stock	6,250	$0	18,750	D
Restricted Stock Units	(2)	12/15/2025		M			4,765	(5)	(5)	Class A Common Stock	4,765	$0	33,358	D
Restricted Stock Units	(2)	12/15/2025		M			2,977	(6)	(6)	Class A Common Stock	2,977	$0	32,753	D
Restricted Stock Units	(2)	12/15/2025		M			3,396	(7)	(7)	Class A Common Stock	3,396	$0	50,943	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. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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 Fact	12/17/2025
	** 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 insider activity did Nutanix (NTNX) report in this Form 4?

The Chief Financial Officer of Nutanix, Inc. reported the vesting and settlement of multiple Restricted Stock Unit (RSU) awards into Class A common stock on 12/15/2025, along with shares withheld to cover taxes.

How many Nutanix (NTNX) shares vested for the CFO on 12/15/2025?

On 12/15/2025, RSUs converted into Class A common stock in blocks of 4,760, 6,250, 4,765, 2,977, and 3,396 shares, each at an exercise price of $0 per share.

How many Nutanix (NTNX) shares were withheld for taxes in this filing?

The company withheld 11,249 shares of Nutanix Class A common stock at a price of $47.76 per share to satisfy the CFO’s tax withholding obligations arising from RSU vesting.

What is the CFO’s Nutanix (NTNX) share ownership after these transactions?

Following the reported transactions, the Nutanix Chief Financial Officer directly beneficially owned 265,536 shares of the company’s Class A common stock.

How do the Nutanix (NTNX) RSUs for the CFO vest over time?

The RSU grants vest in 16 equal quarterly installments. Each grant has a specific start date (such as September 15, 2022, December 15, 2022, December 15, 2023, December 15, 2024, and December 15, 2025) and requires the CFO to continue providing service to Nutanix through each vesting date.

What does each Nutanix (NTNX) RSU represent in this Form 4?

Each Restricted Stock Unit (RSU) reported in the filing represents a contingent right to receive one share of Nutanix’s Class A common stock upon vesting, as described in the footnotes.