NTNX CEO executes planned 10b5-1 sales; holds 524,608 shares

Rhea-AI Filing Summary

Nutanix (NTNX) insider activity: President and CEO (also a Director) reported two open‑market sales of Class A Common Stock on 10/02/2025 under a pre‑arranged Rule 10b5‑1 trading plan adopted on July 3, 2025.

The sales were 105,313 shares at a weighted average price of $76.2588 and 39,394 shares at a weighted average price of $76.8685. The filing notes the shares were sold in multiple transactions within stated price ranges and that full breakdowns are available upon request. Following these transactions, the reporting person beneficially owned 524,608 shares. This amount includes 90 shares acquired under the Nutanix Employee Stock Purchase Plan on September 22, 2025.

Insights

Corporate governance and insider reporting analyst

Planned insider sales under Rule 10b5-1; neutral signal.

The CEO executed two sales on 10/02/2025 pursuant to a pre‑set Rule 10b5‑1 plan adopted on July 3, 2025. Such plans automate trading to reduce discretion and potential informational concerns. The filing provides weighted average prices and confirms availability of detailed trade breakdowns.

After these transactions, beneficial ownership stands at 524,608 shares, which includes 90 shares acquired via the ESPP on September 22, 2025. The weighted average sale prices were $76.2588 and $76.8685, with stated intraday ranges. Actual market impact depends on trading volumes and holder decisions.

The plan-based nature, disclosed price ranges, and post-trade holdings frame this as routine compliance activity. Subsequent filings may provide additional granularity if further plan executions occur.

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).

X

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)
10/02/2025

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	10/02/2025		S		105,313(1)	D	$76.2588(2)	564,002(3)	D
Class A Common Stock	10/02/2025		S		39,394(1)	D	$76.8685(4)	524,608	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. This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 3, 2025.

2. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $75.71 to $76.70 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 90 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on September 22, 2025.

4. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $76.705 to $77.17 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Raymond Hum, Attorney in Fact	10/02/2025
	** 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.
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FAQ

What insider transactions did NTNX disclose?

The CEO reported two sales on 10/02/2025: 105,313 shares at a weighted average price of $76.2588 and 39,394 shares at a weighted average price of $76.8685.

Were the NTNX insider sales under a Rule 10b5-1 plan?

Yes. The transactions were executed automatically under a Rule 10b5-1 trading plan adopted on July 3, 2025.

How many NTNX shares does the reporting person own after the sales?

Beneficial ownership is 524,608 shares following the reported transactions.

What price ranges were involved in the NTNX share sales?

One sale ranged from $75.71 to $76.70 per share; the other from $76.705 to $77.17 per share.

Did the filing mention recent share acquisitions by the insider?

Yes. It includes 90 shares acquired under the Nutanix Employee Stock Purchase Plan on September 22, 2025.

What roles does the reporting person hold at NTNX?

The reporting person is President and CEO and also serves as a Director.