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.
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Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 146,160 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 84,717 | $0.00 | -- |
| Grant/Award | Class A Common Stock | 45,372 | $0.00 | -- |
Footnotes (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. 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. 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.
