Nutanix Insider Filing: 15,124 Shares Eligible to Vest, 200% Achievement Capped

Rhea-AI Filing Summary

Insider equity activity for Nutanix, Inc. (NTNX): Chief Legal Officer Brian Martin was reported as acquiring 15,124 shares of Class A common stock on August 25, 2025, at a $0 price as performance-based restricted stock units (PRSUs) became eligible to vest. After the transaction he beneficially owned 15,381 shares, which includes 257 shares purchased under the Employee Stock Purchase Plan on March 20, 2025. The FY 2025 PRSUs were granted September 10, 2024, and tied to total shareholder return over one-, two- and three-year performance periods. The Compensation Committee determined a 200% achievement for the first performance period but the award is contractually capped at 100%, making these shares eligible to vest on September 15, 2025, subject to continued service.

Positive

• Performance achievement indicated strong relative TSR: Compensation Committee determined a 200% achievement for the first performance period, signaling above-benchmark performance.
• Vestings align executive pay with shareholders: PRSUs tied to relative total shareholder return and subject to service through September 15, 2025.

Negative

• Payout capped at 100% despite 200% achievement: Contractual cap limits upside for the award and reduces potential dilution benefits to the insider.

Insights

Corporate Governance Expert

TL;DR: Insider received PRSUs that met strong performance but are contractually capped; vesting still contingent on continued service.

The Form 4 discloses that a material portion of the reporting person’s increase in beneficial ownership stems from performance-based awards tied to relative total shareholder return. The Compensation Committee recorded a 200% achievement for the first performance period, but plan terms cap payout at 100%, which preserves governance controls over excessive dilution. Vesting remains conditioned on service through September 15, 2025, which aligns executive incentives with retention. No cash purchase or sale proceeds were reported because the shares are awards, not market transactions.

Securities Analyst

TL;DR: The transaction increases insider holdings modestly and signals strong relative TSR performance for the first year, but upside is contractually limited.

From an investor-signaling perspective, a 200% calculated achievement for the first performance period suggests solid relative stock performance versus the NASDAQ Composite cohort; however, the contractual cap at 100% limits actual dilution and upside to the insider. The net change in beneficial ownership is modest (15,381 shares total after the event), and the inclusion of 257 ESPP shares is routine. This filing is informational and not immediately material to valuation absent larger grants or sales.

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
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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 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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		A		15,124(1)	A	$0	15,381(2)	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

Explanation of Responses:

1. On September 10, 2024, the Reporting Person was granted performance-based restricted stock units ("FY 2025 PRSUs"). The FY 2025 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2024, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 25, 2025, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 200% but, under the terms of the FY 2025 PRSUs, the achievement percentage is capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

2. Includes 257 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2025.

	/s/ Raymond Hum, Attorney in Fact	08/26/2025
	** 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.
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.

FAQ

What shares did Brian Martin report acquiring on Form 4 for NTNX?

He reported 15,124 Class A common shares becoming eligible to vest on August 25, 2025, as PRSUs; total beneficial ownership after the transaction was 15,381 shares.

Why were the PRSUs eligible to vest on August 25, 2025?

The Compensation Committee determined the first performance period achievement (measured versus NASDAQ Composite companies) on August 25, 2025, making the shares eligible to vest on September 15, 2025 subject to service.

What does the 200% achievement mean and how does the cap affect it?

200% reflects the computed performance outcome for the first period, but plan terms cap the achievement at 100%, so actual payout is limited to that cap.

Does the Form 4 show any open-market purchases or sales by the insider?

No open-market trades were reported; the reported acquisition relates to PRSU awards and the filing notes 257 ESPP shares purchased on March 20, 2025.

When will the eligible PRSU shares actually vest?

The shares are eligible to vest on September 15, 2025, contingent on the Reporting Person continuing service through that date.