NTNX Form 4: Rajiv Ramaswami RSU Vesting and Tax Withholding Details
Rhea-AI Filing Summary
Rajiv Ramaswami, President and CEO of Nutanix (NTNX), reported multiple transactions tied to vesting of restricted stock units (RSUs) dated 09/15/2025. Several RSU grants converted into Class A common stock: 8,628; 17,206; 15,884; and 8,508 shares were reported as acquired. The filing also shows 175,811 Class A shares were disposed of at $78.21 per share, described as shares withheld to satisfy tax-withholding obligations on RSU vesting. After these transactions, the reporting person beneficially owned 669,225 Class A shares following the withholding sale, and larger totals are shown after other vested tranches. The RSUs vest in 16 equal quarterly installments for each grant, subject to continued service.
Positive
- Continued substantial ownership: Reporting person retains large beneficial holdings (e.g., 669,225 Class A shares after withholding), aligning management and shareholder interests.
- Vesting indicates retention: Multiple RSU tranches vesting over time show use of long-term equity compensation to retain executive leadership.
Negative
- Sizable share withholding: 175,811 shares were disposed of to satisfy tax obligations at $78.21, reducing immediate outstanding shares held.
- Reduction in unvested equity: Conversion of RSUs into shares and withholding reduces future compensation runway unless new grants are awarded.
Insights
TL;DR: CEO RSU vesting with share-withholding for taxes is routine and signals compensation realization, not a discretionary open-market sale.
The transactions reflect scheduled vesting of multiple RSU tranches and automatic withholding of 175,811 shares to cover taxes at $78.21 per share. This is an administrative transfer consistent with equity compensation plans rather than an indicative voluntary sale by the executive. Continued beneficial ownership of hundreds of thousands of Class A shares supports alignment with shareholders, while periodic vesting reduces unvested equity over time. No new loans, option exercises for cash, or open-market disposals are reported.
TL;DR: The filing shows material share movement from RSU vesting and withholding but no evidence of opportunistic market selling.
The notable line is a disposal of 175,811 shares at $78.21 identified as tax-withholding on RSU vesting, which reduces reported holdings to 669,225 shares post-withholding for that tranche. Multiple RSU grants converted to Class A shares (totaling 50,226 shares across listed tranches) and their vesting schedules span 16 quarterly installments per grant. These are compensation-related events with predictable timing and limited informational content about changes in company outlook or insider intent.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 8,628 | $0.00 | -- |
| Exercise | Restricted Stock Units | 17,206 | $0.00 | -- |
| Exercise | Restricted Stock Units | 15,884 | $0.00 | -- |
| Exercise | Restricted Stock Units | 8,508 | $0.00 | -- |
| Exercise | Class A Common Stock | 8,628 | $0.00 | -- |
| Exercise | Class A Common Stock | 17,206 | $0.00 | -- |
| Exercise | Class A Common Stock | 15,884 | $0.00 | -- |
| Exercise | Class A Common Stock | 8,508 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 175,811 | $78.21 | $13.75M |
Footnotes (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. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2021, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
