Nutanix Chief Legal Officer reports RSU vesting and share withholding

Q: What insider transaction did Nutanix (NTNX) report for its Chief Legal Officer on December 15, 2025?

The Chief Legal Officer of Nutanix, Inc. reported the vesting and settlement of restricted stock units on December 15, 2025, resulting in the acquisition of Class A common shares and share withholding for taxes.

Q: How many Nutanix (NTNX) shares did the Chief Legal Officer acquire from RSU vesting?

The reporting person acquired 2,824 and 1,901 shares of Class A common stock from two RSU awards, for a total of 4,725 shares, each at an exercise price of $0 per share.

Q: How many Nutanix (NTNX) shares were withheld to satisfy tax obligations?

2,401 shares of Nutanix Class A common stock were withheld by the issuer at $47.76 per share to satisfy tax withholding obligations arising from RSU vesting.

Q: What are the vesting terms of the Nutanix (NTNX) RSUs reported in this Form 4?

One RSU award vested 25% of its shares on September 15, 2025, with 1/16 of the remaining shares vesting quarterly thereafter, subject to continued service. The other RSU award vests in 16 equal quarterly installments, with the first installment having vested on December 15, 2025, also subject to continued service.

Nutanix, Inc. Chief Legal Officer reports RSU-related share activity.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Nutanix, Inc. Chief Legal Officer reports RSU-related share activity. On December 15, 2025, the reporting person, Nutanix’s Chief Legal Officer, acquired Class A common stock through the vesting and settlement of restricted stock units (RSUs). Two RSU awards were exercised (code "M"), delivering 2,824 and 1,901 shares of Class A common stock at an exercise price of $0 per share.

To cover tax withholding from these vesting events, 2,401 shares of Class A common stock were withheld by Nutanix at a price of $47.76 per share (code "F"). After these transactions, the reporting person beneficially owned 7,490 shares of Nutanix Class A common stock directly. The underlying RSU awards continue to vest over time, subject to the reporting person’s continued service with Nutanix.

Insider Trade Summary

4,725 shares exercised/converted

Exercise 5 txns

Insider Martin Brian

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,824	$0.00	$0.00
Exercise	Restricted Stock Units	1,901	$0.00	$0.00
Exercise	Class A Common Stock	2,824	$0.00	$0.00
Exercise	Class A Common Stock	1,901	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	2,401	$47.76	$115K

Holdings After Transaction: Restricted Stock Units — 59,604 contracts (Direct); Class A Common Stock — 7,490 shares (Direct)

Footnotes (4)

F1. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.
F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
F3. The RSUs vested as to 25% of the underlying shares on September 15, 2025, with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
F4. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Nutanix (NTNX) report for its Chief Legal Officer on December 15, 2025?

The Chief Legal Officer of Nutanix, Inc. reported the vesting and settlement of restricted stock units on December 15, 2025, resulting in the acquisition of Class A common shares and share withholding for taxes.

How many Nutanix (NTNX) shares did the Chief Legal Officer acquire from RSU vesting?

The reporting person acquired 2,824 and 1,901 shares of Class A common stock from two RSU awards, for a total of 4,725 shares, each at an exercise price of $0 per share.

How many Nutanix (NTNX) shares were withheld to satisfy tax obligations?

2,401 shares of Nutanix Class A common stock were withheld by the issuer at $47.76 per share to satisfy tax withholding obligations arising from RSU vesting.

How many Nutanix (NTNX) shares does the Chief Legal Officer own after the reported transactions?

Following the reported transactions, the Chief Legal Officer beneficially owned 7,490 shares of Nutanix Class A common stock directly.

What are the vesting terms of the Nutanix (NTNX) RSUs reported in this Form 4?

One RSU award vested 25% of its shares on September 15, 2025, with 1/16 of the remaining shares vesting quarterly thereafter, subject to continued service. The other RSU award vests in 16 equal quarterly installments, with the first installment having vested on December 15, 2025, also subject to continued service.

What does each Nutanix (NTNX) RSU represent in this filing?

Each restricted stock unit (RSU) reported represents a contingent right to receive one share of Nutanix’s Class A common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 12/17/2025 - 05:24 PM

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

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^*

Martin Brian

(Last)

(First)

(Middle)

C/O NUTANIX, INC.

1740 TECHNOLOGY DR., SUITE 150

(Street)

SAN JOSE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/15/2025		M		2,824	A	$0	7,990	D
Class A Common Stock	12/15/2025		M		1,901	A	$0	9,891	D
Class A Common Stock	12/15/2025		F		2,401⁽¹⁾	D	$47.76	7,490	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	12/15/2025		M			2,824	⁽³⁾	⁽³⁾	Class A Common Stock	2,824	$0	31,075	D
Restricted Stock Units	⁽²⁾	12/15/2025		M			1,901	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,901	$0	28,529	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

3. The RSUs vested as to 25% of the underlying shares on September 15, 2025, with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

4. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

	/s/ Raymond Hum, Attorney in Fact	12/17/2025
	** 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).
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.

Source: View Original Filing on SEC EDGAR