Nutanix CFO sells 38,139 shares at about $70

Nutanix’s CFO reported RSU vesting, related tax withholding, and a 38,139‑share open‑market sale executed under a Rule 10b5‑1 plan.

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) reported that Chief Financial Officer Rukmini Sivaraman sold 38,139 shares of Class A common stock on September 17, 2026 at a weighted average of about $70.00 per share in open-market transactions effected under a Rule 10b5-1 trading plan. On September 15, 2026, 17,389 shares were acquired upon the vesting and settlement of Restricted Stock Units into Class A common stock, and 75,347 shares were withheld by Nutanix to cover tax withholding obligations from those RSU vestings.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider Sivaraman Rukmini

Role Chief Financial Officer

Sold 38,139 shs ($2.67M)

Approx. gross sale proceeds $2.67M

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F2, F3	38,139	$70.002	$2.67M
Exercise	Restricted Stock Units F4, F5	6,250	$0.00	$0.00
Exercise	Restricted Stock Units F4, F6	4,765	$0.00	$0.00
Exercise	Restricted Stock Units F4, F7	2,978	$0.00	$0.00
Exercise	Restricted Stock Units F4, F8	3,396	$0.00	$0.00
Exercise	Class A Common Stock	6,250	$0.00	$0.00
Exercise	Class A Common Stock	4,765	$0.00	$0.00
Exercise	Class A Common Stock	2,978	$0.00	$0.00
Exercise	Class A Common Stock	3,396	$0.00	$0.00
Tax Withholding	Class A Common Stock F1	75,347	$67.99	$5.12M

Holdings After Transaction: Restricted Stock Units — 83,637 contracts (Direct); Class A Common Stock — 325,487 shares (Direct)

Footnotes (8)

1. F1. 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. F2. This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 9, 2025.
3. F3. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.01 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. F4. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
5. F5. 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.
6. F6. 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.
7. F7. 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.
8. F8. 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.

Key Figures

Shares sold: 38,139 shares Weighted average sale price: $70.00 per share Shares from RSU vesting: 17,389 shares +2 more

5 metrics

Shares sold 38,139 shares Class A common stock sale by the CFO on September 17, 2026

Weighted average sale price $70.00 per share Open-market sale of 38,139 shares, with trades from $70.00 to $70.01

Shares from RSU vesting 17,389 shares Shares of Class A common stock acquired upon RSU vesting and settlement on September 15, 2026

Shares withheld for taxes 75,347 shares Shares withheld by Nutanix to satisfy tax withholding obligations from RSU vesting

RSU vesting schedule (first grant referenced) 16 equal quarterly installments One RSU grant began vesting on December 15, 2022, subject to continued service

Key Terms

Rule 10b5-1 trading plan, Restricted Stock Units, weighted average sale price, tax withholding obligations

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

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"

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.

weighted average sale price financial

"The reported price in Column 4 is a weighted average sale price"

tax withholding obligations financial

"shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Nutanix (NTNX) report for CFO Rukmini Sivaraman?

The CFO reported a sale of 38,139 shares of Class A common stock on September 17, 2026, RSU vesting into 17,389 shares of common stock on September 15, 2026, and 75,347 shares withheld by Nutanix to satisfy tax withholding from those RSU vestings.

At what price were the Nutanix (NTNX) shares sold in the CFO’s September 17, 2026 transaction?

The reported weighted average sale price was $70.00 per share, with individual trades executed between $70.00 and $70.01 per share for the 38,139 shares of Class A common stock sold.

Were the Nutanix (NTNX) insider stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the September 17, 2026 sale of 38,139 shares was effected automatically under a Rule 10b5-1 trading plan adopted on July 9, 2025. This plan-based status applies to the reported sale transaction.

How many Nutanix (NTNX) shares were withheld for taxes from the CFO’s RSU vesting?

Nutanix withheld 75,347 shares of Class A common stock to satisfy the CFO’s tax withholding obligations arising from the vesting of Restricted Stock Units on September 15, 2026.

What do the Restricted Stock Unit (RSU) transactions mean in the Nutanix (NTNX) Form 4?

On September 15, 2026, several RSU grants vested, each RSU converting into one share of Class A common stock, resulting in 17,389 shares acquired. The RSUs vest in 16 equal quarterly installments, subject to continued service through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/17/2026 - 08:04 PM Accepted by SEC EDGAR 09/17/2026 - 08:03 PM Learn about SEC filing dates

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

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).

X

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2026		M		6,250	A	$0	427,834	D
Class A Common Stock	09/15/2026		M		4,765	A	$0	432,599	D
Class A Common Stock	09/15/2026		M		2,978	A	$0	435,577	D
Class A Common Stock	09/15/2026		M		3,396	A	$0	438,973	D
Class A Common Stock	09/15/2026		F		75,347(1)	D	$67.99	363,626	D
Class A Common Stock	09/17/2026		S		38,139(2)	D	$70.002(3)	325,487	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)	09/15/2026		M			6,250	(5)	(5)	Class A Common Stock	6,250	$0	0	D
Restricted Stock Units	(4)	09/15/2026		M			4,765	(6)	(6)	Class A Common Stock	4,765	$0	19,062	D
Restricted Stock Units	(4)	09/15/2026		M			2,978	(7)	(7)	Class A Common Stock	2,978	$0	23,820	D
Restricted Stock Units	(4)	09/15/2026		M			3,396	(8)	(8)	Class A Common Stock	3,396	$0	40,755	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 July 9, 2025.

3. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.01 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, 2022, 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, 2023, 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, 2024, 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, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

	/s/ Raymond Hum, Attorney in Fact	09/17/2026
	** 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.
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)