Nutanix, Inc. (NTNX) director discloses RSU award and over 5.3M indirect shares

Rhea-AI Filing Summary

Nutanix, Inc. director affiliated with Bain Capital reported receiving an equity award tied to 4,588 restricted stock units (RSUs) on 12/12/2025. Each RSU represents a contingent right to receive one share of Nutanix Class A common stock and will vest in full on the earlier of the day prior to the next annual shareholder meeting after the grant date or the one-year anniversary of the grant, subject to continued service.

After this transaction, the director beneficially owns 45,334 Class A shares directly, which include the 4,588 unvested RSUs, and 5,355,285 Class A shares are held indirectly through BCPE Nucleon (DE) SPV, LP. Voting and investment decisions for those indirect holdings are made by partners of Bain Capital Investors, LLC, and the director disclaims beneficial ownership except for his pecuniary interest.

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^*

de Groen Max Pieter

(Last) (First) (Middle)

C/O BAIN CAPITAL INVESTORS, LLC

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(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	45,334(2)	D
Class A Common Stock								5,355,285	I	See Footnote(3)

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.

3. Represents 5,355,285 shares of Class A common stock held directly by BCPE Nucleon (DE) SPV, LP ("BCPE Nucleon"). The Reporting Person is a Partner of Bain Capital Investors, LLC ("BCI"), the ultimate general partner of BCPE Nucleon. Voting and investment decisions with respect to securities held by BCPE Nucleon are made by the partners of BCI. As a result, the Reporting Person may be deemed to share voting and dispositive power with respect to the securities held by BCPE Nucleon. The Reporting Person disclaims beneficial ownership of the securities held by BCPE Nucleon, except to the extent of his pecuniary interest therein.

	/s/ Max Pieter de Groen	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) report in this Form 4?

A Nutanix director affiliated with Bain Capital reported an award related to 4,588 restricted stock units (RSUs) of Nutanix Class A common stock on 12/12/2025.

How many Nutanix (NTNX) shares are covered by the new RSU grant?

The RSU grant covers 4,588 RSUs, with each RSU representing a contingent right to receive one share of Nutanix Class A common stock upon vesting.

When do the newly reported Nutanix (NTNX) RSUs vest?

The 4,588 RSUs will vest in full on the earlier of (i) the day prior to the next Nutanix annual shareholder meeting held after the grant date or (ii) the one-year anniversary of the grant date, subject to the director continuing to provide service through the vesting date.

How many Nutanix (NTNX) shares does the director own directly after this transaction?

Following the reported transaction, the director beneficially owns 45,334 shares of Nutanix Class A common stock directly, which amount includes the 4,588 unvested RSUs.

What indirect Nutanix (NTNX) holdings are associated with the Bain Capital entity?

There are 5,355,285 shares of Nutanix Class A common stock held by BCPE Nucleon (DE) SPV, LP. The director, as a partner of Bain Capital Investors, LLC, may be deemed to share voting and dispositive power over these shares but disclaims beneficial ownership except for his pecuniary interest.

Was there any cash paid for the newly acquired Nutanix (NTNX) shares?

The acquisition line for the 4,588 Class A shares reports a price of $0, indicating the award was granted without cash consideration.