Nutanix (NASDAQ: NTNX) CFO exercises RSUs, shares withheld for taxes

Rhea-AI Filing Summary

Nutanix, Inc. Chief Financial Officer Rukmini Sivaraman reported the vesting of multiple Restricted Stock Unit awards on March 15, 2026, exercising derivative awards into 22,150 shares of Class A common stock at an exercise price of $0.00 per share. To satisfy tax withholding obligations from these RSU vestings, the issuer withheld 8,064 shares at a price of $39.29 per share instead of taking cash. After these compensation-related transactions, Sivaraman directly holds 279,622 shares of Nutanix Class A common stock. Footnotes explain that each RSU represents one share and that the RSU grants vest in 16 equal quarterly installments starting on dates ranging from September 15, 2022 through December 15, 2025, contingent on continued service.

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

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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).

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^*

Sivaraman Rukmini

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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	03/15/2026		M		4,760	A	$0	270,296	D
Class A Common Stock	03/15/2026		M		6,250	A	$0	276,546	D
Class A Common Stock	03/15/2026		M		4,766	A	$0	281,312	D
Class A Common Stock	03/15/2026		M		2,978	A	$0	284,290	D
Class A Common Stock	03/15/2026		M		3,396	A	$0	287,686	D
Class A Common Stock	03/15/2026		F		8,064(1)	D	$39.29	279,622	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)	03/15/2026		M			4,760	(3)	(3)	Class A Common Stock	4,760	$0	4,761	D
Restricted Stock Units	(2)	03/15/2026		M			6,250	(4)	(4)	Class A Common Stock	6,250	$0	12,500	D
Restricted Stock Units	(2)	03/15/2026		M			4,766	(5)	(5)	Class A Common Stock	4,766	$0	28,592	D
Restricted Stock Units	(2)	03/15/2026		M			2,978	(6)	(6)	Class A Common Stock	2,978	$0	29,775	D
Restricted Stock Units	(2)	03/15/2026		M			3,396	(7)	(7)	Class A Common Stock	3,396	$0	47,547	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 September 15, 2022, 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.

7. 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	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Nutanix (NTNX) disclose for its CFO?

Nutanix disclosed that CFO Rukmini Sivaraman had several Restricted Stock Unit awards vest, converting into 22,150 shares of Class A common stock. These are compensation-related equity awards, not open-market purchases, and reflect scheduled vesting tied to continued service with the company.

How many Nutanix shares did the CFO receive and what was the price?

The CFO acquired 22,150 shares of Nutanix Class A common stock through RSU vesting at an effective exercise price of $0.00 per share. Each RSU represents a contingent right to receive one share when vesting conditions based on continued service are met.

How were taxes handled for the Nutanix CFO’s RSU vesting?

To cover tax withholding obligations arising from the RSU vesting, Nutanix withheld 8,064 shares from the CFO at a price of $39.29 per share. This share withholding is a tax-settlement mechanism and is not treated as an open-market sale by the executive.

What are the Nutanix CFO’s share holdings after these transactions?

Following the RSU vesting and related tax withholding, the Nutanix CFO directly holds 279,622 shares of the company’s Class A common stock. This figure reflects her updated equity position reported in the Form 4 after all March 15, 2026 transactions were recorded.

How do the Nutanix CFO’s RSUs vest over time?

The RSU grants vest in 16 equal quarterly installments, with first vesting dates on September 15, 2022, December 15, 2022, December 15, 2023, December 15, 2024, and December 15, 2025. Continued service with Nutanix through each vesting date is required for each tranche.

Is the Nutanix CFO’s Form 4 transaction a routine compensation event?

Yes. The Form 4 reflects scheduled vesting of RSU awards and associated tax withholding by Nutanix. There are no open-market buys or sells reported, indicating these are standard equity compensation events rather than discretionary trading decisions by the CFO.