Nutanix (NTNX) discloses director award of 4,588 RSUs in Form 4

Rhea-AI Filing Summary

Nutanix, Inc. reported that one of its directors acquired additional equity through a stock-based award. On 12/12/2025, the director was granted 4,588 restricted stock units (RSUs), each representing a right to receive one share of Nutanix Class A common stock at a price of $0 per share. These RSUs vest in full on the earlier of the day prior to the next annual meeting of shareholders held after the grant date or the one-year anniversary of the grant, as long as the director continues to provide service to the company.

Following this grant, the director beneficially owns 47,685 shares of Class A common stock, which includes the 4,588 unvested RSUs that will convert into shares upon vesting. The filing confirms the director’s status as a board member and shows the holdings are reported as directly owned.

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).

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^*

Conway Craig

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A		4,588(1)	A	$0	47,685(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. Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs"), which will vest in full on the earlier of (i) the day prior to the next annual meeting of the Issuer's shareholders held after the date of grant or (ii) the one-year anniversary of the date of grant, in each case, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.

2. The amount reported includes 4,588 unvested RSUs, which are issuable into shares of the Issuer's Class A common stock upon vesting.

	/s/ Raymond Hum, Attorney in Fact	12/16/2025
	** 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).
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FAQ

What insider transaction did Nutanix (NTNX) disclose in this Form 4?

A Nutanix director acquired 4,588 restricted stock units (RSUs) representing shares of the company’s Class A common stock at a price of $0 per share on 12/12/2025.

How many Nutanix shares does the director own after this transaction?

After the reported transaction, the director beneficially owns 47,685 shares of Nutanix Class A common stock, including 4,588 unvested RSUs that will settle into shares upon vesting.

What are the vesting terms of the 4,588 RSUs reported by Nutanix (NTNX)?

The 4,588 RSUs vest in full on the earlier of (i) the day prior to the next annual meeting of Nutanix shareholders held after the grant date or (ii) the one-year anniversary of the grant, subject to the director’s continued service.

What type of security did the Nutanix director receive in this filing?

The director received restricted stock units (RSUs), each representing a contingent right to receive one share of Nutanix’s Class A common stock upon vesting.

Is the reporting person a director or a 10% owner of Nutanix (NTNX)?

The reporting person is identified as a director of Nutanix, Inc., and the Form 4 indicates the filing is for one reporting person.

Are the Nutanix RSUs reported in this Form 4 held directly or indirectly?

The 47,685 shares beneficially owned, including the 4,588 unvested RSUs, are reported with an ownership form of Direct (D).