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

Corporate Governance Expert

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.

Securities Analyst

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.

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).

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)
09/15/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		M		8,628	A	$0	803,438	D
Class A Common Stock	09/15/2025		M		17,206	A	$0	820,644	D
Class A Common Stock	09/15/2025		M		15,884	A	$0	836,528	D
Class A Common Stock	09/15/2025		M		8,508	A	$0	845,036	D
Class A Common Stock	09/15/2025		F		175,811(1)	D	$78.21	669,225	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
Restricted Stock Units	(2)	09/15/2025		M			8,628	(3)	(3)	Class A Common Stock	8,628	$0	0	D
Restricted Stock Units	(2)	09/15/2025		M			17,206	(4)	(4)	Class A Common Stock	17,206	$0	68,826	D
Restricted Stock Units	(2)	09/15/2025		M			15,884	(5)	(5)	Class A Common Stock	15,884	$0	127,076	D
Restricted Stock Units	(2)	09/15/2025		M			8,508	(6)	(6)	Class A Common Stock	8,508	$0	102,087	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 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.

4. 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.

5. 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.

6. 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.

	/s/ Raymond Hum, Attorney in Fact	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Rajiv Ramaswami report for NTNX on 09/15/2025?

He reported vesting-related acquisitions of Class A shares from RSUs (8,628; 17,206; 15,884; 8,508) and a withholding disposal of 175,811 shares to satisfy taxes at $78.21 per share.

Why were 175,811 NTNX shares disposed of according to the Form 4?

The Form 4 states those shares were withheld by the issuer to satisfy tax-withholding obligations arising from RSU vesting.

How many NTNX Class A shares did the reporting person own after the withholding transaction?

Following the withholding disposal, the filing reports 669,225 Class A shares beneficially owned for that tranche.

What is the vesting schedule for the RSU grants reported in the NTNX Form 4?

Each listed RSU grant vests in 16 equal quarterly installments, with initial quarterly vesting dates beginning on December 15 of 2021, 2022, 2023, or 2024 depending on the grant.

Do the Form 4 transactions indicate an open-market sale by the CEO of NTNX?

No. The Form 4 characterizes the 175,811-share disposition as share withholding for taxes, not an open-market sale by the reporting person.