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Nutanix (NASDAQ: NTNX) CEO granted performance-based stock awards

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

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) reported that Chief Executive Officer Rajiv Ramaswami acquired three awards of Class A Common Stock on August 24, 2026, all related to performance-based restricted stock units. These represent PRSU tranches that became eligible to vest following Compensation Committee determinations of total shareholder return performance versus the NASDAQ Composite Index.

The filing shows grants of 338,868, 45,372, and 34,194 shares tied to FY 2024, FY 2025, and FY 2026 PRSUs, respectively, each at a reported price of $0.00 per share and subject to continued service through the vesting date of September 15, 2026.

Positive

  • None.

Negative

  • None.
Insider RAMASWAMI RAJIV
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Class A Common Stock F1 338,868 $0.00 $0.00
Grant/Award Class A Common Stock F2 45,372 $0.00 $0.00
Grant/Award Class A Common Stock F3 34,194 $0.00 $0.00
Holdings After Transaction: Class A Common Stock — 1,016,864 shares (Direct)
Footnotes (3)
  1. F1. On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 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, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
  2. F2. 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 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 121.93% 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, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
  3. F3. On November 10, 2025, the Reporting Person was granted performance-based restricted stock units ("FY 2026 PRSUs"). The FY 2026 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, 2025, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 72.61%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
FY 2024 PRSU shares eligible to vest 338,868 shares of Class A Common Stock Achievement percentage for the third performance period was 200%, determined on August 24, 2026
FY 2025 PRSU shares eligible to vest 45,372 shares of Class A Common Stock Second performance period achievement was 121.93%, capped at 100%, determined on August 24, 2026
FY 2026 PRSU shares eligible to vest 34,194 shares of Class A Common Stock First performance period achievement was 72.61%, determined on August 24, 2026
FY 2024 PRSU achievement percentage 200% Third performance period total shareholder return outcome relative to NASDAQ Composite Index
FY 2025 PRSU uncapped achievement percentage 121.93% Second performance period TSR result before being capped at 100% under terms of the award
FY 2026 PRSU achievement percentage 72.61% First performance period TSR result for the FY 2026 PRSUs
Vesting date for PRSU shares September 15, 2026 Date when the reported PRSU shares become eligible to vest, subject to continued service
Transaction date August 24, 2026 Date Compensation Committee determined performance achievement and Form 4 transactions were recorded
performance-based restricted stock units financial
"the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs")"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
total shareholder return financial
"based on the total shareholder return of the Issuer over one-, two- and three-year"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
NASDAQ Composite Index financial
"relative to the total shareholder return of companies in the NASDAQ Composite Index"
A broad stock market index that measures the combined price performance of nearly all common stocks listed on the Nasdaq exchange, acting like a thermometer for that segment of the market. Investors use it to gauge overall trends and sentiment among Nasdaq-listed companies, compare portfolio performance to a benchmark, and make allocation decisions—similar to checking an index reading to understand whether weather favors growth or caution.
achievement percentage financial
"the achievement percentage for the third performance period was 200%"
vesting date financial
"subject to the Reporting Person continuing to provide service to the Issuer through the vesting date"

FAQ

What insider transaction did Nutanix (NTNX) report for CEO Rajiv Ramaswami?
Nutanix reported that CEO Rajiv Ramaswami acquired three tranches of Class A Common Stock on August 24, 2026, totaling separate awards of 338,868, 45,372, and 34,194 shares, all arising from performance-based restricted stock units that became eligible to vest after meeting TSR performance conditions.

What performance awards underlie the August 24, 2026 Form 4 for NTNX?
The transactions relate to FY 2024, FY 2025, and FY 2026 performance-based restricted stock units granted on August 29, 2023, September 10, 2024, and November 10, 2025, respectively, each tied to Nutanix’s total shareholder return versus companies in the NASDAQ Composite Index.

What were the achievement percentages for Nutanix (NTNX) PRSUs in this Form 4?
For the FY 2024 PRSUs, the third performance period achievement was 200%. For FY 2025 PRSUs, the second period achievement was 121.93% but capped at 100%. For FY 2026 PRSUs, the first performance period achievement was 72.61%, all determined on August 24, 2026.

When will the Nutanix (NTNX) PRSU shares reported become vested?
All three PRSU-related share amounts reported become eligible to vest on September 15, 2026, provided that Rajiv Ramaswami continues to provide service to Nutanix through that vesting date, as specified in the PRSU award terms.

Were the Nutanix (NTNX) CEO’s reported shares purchased on the market?
No. The reported acquisitions are coded as A (grant, award, or other acquisition) at a price of $0.00 per share, reflecting PRSU-based equity compensation rather than open-market purchases or sales of Nutanix stock.

What performance metric governs the Nutanix (NTNX) PRSUs in this filing?
The PRSUs are based on total shareholder return of Nutanix over one-, two-, and three-year performance periods starting August 1 of 2023, 2024, and 2025, respectively, measured relative to companies in the NASDAQ Composite Index.

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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*
RAMASWAMI RAJIV
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/24/2026		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 Stock08/24/2026A338,868(1)A$0937,298D
Class A Common Stock08/24/2026A45,372(2)A$0982,670D
Class A Common Stock08/24/2026A34,194(3)A$01,016,864D
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
Explanation of Responses:
1. On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 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, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
2. 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 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 121.93% 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, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
3. On November 10, 2025, the Reporting Person was granted performance-based restricted stock units ("FY 2026 PRSUs"). The FY 2026 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, 2025, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 72.61%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
/s/ Raymond Hum, Attorney in Fact08/26/2026
** 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