Nutanix (NTNX) CFO logs RSU vesting and share withholding for taxes

Rhea-AI Filing Summary

Nutanix, Inc. Chief Financial Officer Rukmini Sivaraman reported routine equity compensation activity involving Restricted Stock Units (RSUs). On June 15, 2026, RSUs converted into a total of 22,149 shares of Class A common stock.

To cover associated tax withholding obligations from this vesting, 10,879 shares were withheld by Nutanix at a reference value of $49.40 per share, rather than sold in the open market. After these transactions, Sivaraman directly held 284,383 shares of Nutanix Class A common stock, reflecting ongoing equity-based compensation rather than discretionary open-market trading.

Insider Trade Summary

22,149 shares exercised/converted

Mixed 11 txns

Insider Sivaraman Rukmini

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,761	$0.00	--
Exercise	Restricted Stock Units	6,250	$0.00	--
Exercise	Restricted Stock Units	4,765	$0.00	--
Exercise	Restricted Stock Units	2,977	$0.00	--
Exercise	Restricted Stock Units	3,396	$0.00	--
Exercise	Class A Common Stock	4,761	$0.00	--
Exercise	Class A Common Stock	6,250	$0.00	--
Exercise	Class A Common Stock	4,765	$0.00	--
Exercise	Class A Common Stock	2,977	$0.00	--
Exercise	Class A Common Stock	3,396	$0.00	--
Tax Withholding	Class A Common Stock	10,879	$49.40	$537K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Class A Common Stock — 284,383 shares (Direct, null)

Footnotes (1)

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 September 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, 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. 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.

Key Figures

RSU shares vested: 22,149 shares Shares withheld for taxes: 10,879 shares Reference share value: $49.40 per share +3 more

6 metrics

RSU shares vested 22,149 shares Class A common stock from RSU conversions on June 15, 2026

Shares withheld for taxes 10,879 shares Withheld to satisfy tax obligations at $49.40 per share

Reference share value $49.40 per share Used for tax withholding calculation on Class A common stock

Shares held after transactions 284,383 shares Direct Class A common stock ownership after June 15, 2026 activity

RSU derivative entries 5 transactions Restricted Stock Units converting into Class A common stock

Tax withholding transactions 1 transaction Share withholding to cover RSU-related tax obligations

Key Terms

Restricted Stock Units, Class A common stock, tax withholding obligations, vesting, +1 more

5 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A common stock financial

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

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

tax withholding obligations financial

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

vesting financial

"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."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Sivaraman Rukmini

(Last) (First) (Middle)

C/O NUTANIX, INC.

1740 TECHNOLOGY DR., SUITE 150

(Street)

SAN JOSE CALIFORNIA 95110

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/15/2026		M		4,761	A	$0	284,383	D
Class A Common Stock	06/15/2026		M		6,250	A	$0	290,633	D
Class A Common Stock	06/15/2026		M		4,765	A	$0	295,398	D
Class A Common Stock	06/15/2026		M		2,977	A	$0	298,375	D
Class A Common Stock	06/15/2026		M		3,396	A	$0	301,771	D
Class A Common Stock	06/15/2026		F		10,879(1)	D	$49.4	290,892	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)	06/15/2026		M			4,761	(3)	(3)	Class A Common Stock	4,761	$0	0	D
Restricted Stock Units	(2)	06/15/2026		M			6,250	(4)	(4)	Class A Common Stock	6,250	$0	6,250	D
Restricted Stock Units	(2)	06/15/2026		M			4,765	(5)	(5)	Class A Common Stock	4,765	$0	23,827	D
Restricted Stock Units	(2)	06/15/2026		M			2,977	(6)	(6)	Class A Common Stock	2,977	$0	26,798	D
Restricted Stock Units	(2)	06/15/2026		M			3,396	(7)	(7)	Class A Common Stock	3,396	$0	44,151	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	06/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Nutanix (NTNX) CFO Rukmini Sivaraman report in this Form 4?

Nutanix CFO Rukmini Sivaraman reported RSU vesting that converted into 22,149 shares of Class A common stock and a related tax withholding of 10,879 shares. These are routine compensation-driven entries, not open-market stock purchases or sales.

How many Nutanix (NTNX) shares vested for the CFO in this filing?

A total of 22,149 shares of Nutanix Class A common stock vested through RSU conversions on June 15, 2026. Each Restricted Stock Unit represented a contingent right to receive one share upon vesting, subject to continued service-based vesting schedules.

Were any Nutanix (NTNX) shares sold by the CFO on the open market?

No open-market sales were reported. Instead, 10,879 shares were withheld by Nutanix to satisfy tax withholding obligations from RSU vesting at a reference value of $49.40 per share, a common method for executives to cover tax liabilities on equity awards.

How many Nutanix (NTNX) shares does the CFO hold after these transactions?

Following the RSU vesting and tax withholding entries, CFO Rukmini Sivaraman directly held 284,383 shares of Nutanix Class A common stock. This post-transaction figure reflects her updated ownership position after all reported non-derivative transactions on June 15, 2026.

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

Each Nutanix RSU equals one share of Class A common stock upon vesting. The RSUs vest in 16 equal quarterly installments, with first vest dates ranging from September 15, 2022 to December 15, 2025, contingent on the executive continuing to provide service through each vesting date.

Is the Nutanix (NTNX) CFO’s Form 4 transaction a bullish or bearish signal?

The reported activity is primarily RSU vesting and related tax withholding rather than discretionary stock purchases or sales. Such compensation-related entries typically carry limited signaling value compared with open-market buys or sells, as they follow preset vesting schedules and tax requirements.