Nutanix Insider Filing: 276,249 PRSU Shares Eligible to Vest for CEO

Rhea-AI Filing Summary

Ramaswami Rajiv, President and CEO and a director of Nutanix, Inc. (NTNX), reported three separate recognitions of Class A common stock on Form 4 reflecting performance-based restricted stock units becoming eligible to vest. The entry lists: 146,160 shares from FY2023 PRSUs, 84,717 shares from FY2024 PRSUs and 45,372 shares from FY2025 PRSUs, increasing reported beneficial ownership to 794,810 Class A shares after the most recent items. Each award was originally granted in 2022, 2023 and 2024 and vests in installments tied to one-, two- and three-year total shareholder return performance periods versus the NASDAQ Composite Index. The Compensation Committee determined achievement percentages on August 25, 2025 (with caps applied), making the affected tranches eligible to vest on September 15, 2025, subject to Mr. Ramaswami continuing service through the vesting date. The form is signed by Raymond Hum as attorney-in-fact on August 26, 2025.

Insights

Corporate Governance Expert

TL;DR: Report shows standard, board-approved performance-based vesting; no unusual acceleration or transfer reported.

The filing documents recognized performance-based restricted stock units for the CEO/director that have met committee-determined achievement thresholds and are now eligible to vest pending service through September 15, 2025. This is a routine disclosure of equity compensation outcomes tied to relative TSR metrics against the NASDAQ Composite Index. The filing identifies the specific award vintages (FY2023, FY2024, FY2025), capped achievement percentages, and the resulting incremental beneficial ownership totals, which are transparent governance practices for executive compensation reporting.

Executive Compensation Analyst

TL;DR: Multiple PRSU tranches met performance thresholds and are eligible to vest with capped payout percentages.

The Form 4 quantifies the shares tied to three separate PRSU grants and notes committee-determined achievement percentages applied with contractual caps. It details that the FY2023 tranche was capped at 119.7574% while FY2024 and FY2025 tranches were capped at 100% for the relevant periods, producing specific share counts becoming eligible to vest on September 15, 2025, conditional on continued service. This provides clarity on realized equity compensation and near-term dilution implications tied to executive pay outcomes.

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^*

RAMASWAMI RAJIV

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		146,160(1)	A	$0	664,721	D
Class A Common Stock	08/25/2025		A		84,717(2)	A	$0	749,438	D
Class A Common Stock	08/25/2025		A		45,372(3)	A	$0	794,810	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 August 25, 2022, the Reporting Person was granted performance-based restricted stock units ("FY 2023 PRSUs"). The FY 2023 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, 2022, 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 third performance period was 200%, but, under the terms of the FY 2023 PRSUs, the achievement percentage is capped at 119.7574%, 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. 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 25, 2025, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 200% but, under the terms of the FY 2024 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.

3. 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.

	/s/ Raymond Hum, Attorney in Fact	08/26/2025
	** Signature of Reporting Person	Date
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FAQ

What did NTNX CEO Rajiv Ramaswami report on Form 4?

The Form 4 reports recognition of performance-based restricted stock units (PRSUs) eligible to vest: 146,160 (FY2023), 84,717 (FY2024) and 45,372 (FY2025) Class A shares.

When were the PRSU achievement determinations made and when will shares be eligible to vest?

The Compensation Committee made determinations on August 25, 2025, and the affected PRSU tranches are eligible to vest on September 15, 2025, subject to continued service.

How are the PRSUs structured for NTNX grants disclosed in this filing?

Each PRSU grant vests in up to three installments based on one-, two- and three-year total shareholder return versus the NASDAQ Composite Index, with specified achievement percentages and contractual caps.

What are the capped achievement percentages disclosed in the filing?

The FY2023 PRSUs had an applied cap of 119.7574%; FY2024 and FY2025 tranches mentioned caps of 100% for the applicable performance periods.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Raymond Hum, Attorney-in-Fact on August 26, 2025.