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Nutanix executive reports RSU vesting, tax shares

Nutanix President and CCO reported RSU vesting into common shares, with a large block of shares withheld to cover related tax obligations.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nutanix, Inc. executive Maner Tarkan, President and CCO of NTNX, reported the vesting and settlement of 11,042 Restricted Stock Units into an equal number of shares of Class A common stock on September 15, 2026. In connection with these vestings, 42,677 shares of Class A common stock were withheld to satisfy tax withholding obligations. No open-market purchases or sales are reported, and no Rule 10b5-1 trading plan is indicated.

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Insider Maner Tarkan
Role President and CCO
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 4,792 $0.00 $0.00
Exercise Restricted Stock Units F2, F4 2,647 $0.00 $0.00
Exercise Restricted Stock Units F2, F5 1,701 $0.00 $0.00
Exercise Restricted Stock Units F2, F6 1,902 $0.00 $0.00
Exercise Class A Common Stock 4,792 $0.00 $0.00
Exercise Class A Common Stock 2,647 $0.00 $0.00
Exercise Class A Common Stock 1,701 $0.00 $0.00
Exercise Class A Common Stock 1,902 $0.00 $0.00
Tax Withholding Class A Common Stock F1 42,677 $67.99 $2.90M
Holdings After Transaction: Restricted Stock Units — 47,025 contracts (Direct); Class A Common Stock — 103,425 shares (Direct)
Footnotes (6)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
  6. F6. 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.
RSUs converted to Class A common stock 11,042 shares Total RSUs exercised/converted on September 15, 2026 across four awards
Shares withheld for tax withholding obligations 42,677 shares Class A common stock withheld by Nutanix to satisfy tax obligations from RSU vesting
Tax withholding reference price $67.99 per share Per-share value for 42,677 shares withheld to satisfy tax liabilities
Single RSU tranche conversions 4,792; 2,647; 1,701; 1,902 shares Four RSU awards each converting into Nutanix Class A common stock on September 15, 2026
RSU vesting schedule length 16 quarterly installments Each RSU grant vests in 16 equal quarterly installments, subject to continued service
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"
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"
Form 4 regulatory
"INSIDER FILING DATA (Form 4): {"
Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nutanix (NTNX) executive Maner Tarkan report on this Form 4?

Maner Tarkan reported the vesting and settlement of 11,042 RSUs into Class A common stock on September 15, 2026, and the withholding of 42,677 shares of Class A common stock to satisfy tax withholding obligations related to those RSU vestings.

Were any open-market trades in NTNX stock reported by Maner Tarkan?

No. The Form 4 reports RSU conversions into Class A common stock and shares withheld for taxes, but it does not report any open-market purchases or sales of Nutanix, Inc. common stock by Maner Tarkan.

How many Nutanix RSUs vested for Maner Tarkan in this filing?

A total of 11,042 Restricted Stock Units vested and were converted into an equal number of shares of Nutanix Class A common stock, in four separate RSU grants with vesting schedules in 16 equal quarterly installments each.

How many NTNX shares were withheld to cover taxes for Maner Tarkan’s RSU vesting?

The filing states that 42,677 shares of Nutanix Class A common stock were withheld by the issuer at a price of $67.99 per share to satisfy tax withholding obligations arising from the vesting of Maner Tarkan’s RSUs.

Were Maner Tarkan’s NTNX transactions under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox is not checked, and the footnotes do not reference any Rule 10b5-1 or pre-arranged trading plan for these RSU vesting and tax-withholding transactions.

What are the vesting schedules of the RSU awards reported for NTNX’s President and CCO?

Each RSU award vests in 16 equal quarterly installments. The first installments vested on December 15 of 2022, 2023, 2024, and 2025, respectively, subject to Maner Tarkan continuing to provide service to Nutanix through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Maner Tarkan

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President and CCO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock09/15/2026M4,792A$0139,852D
Class A Common Stock09/15/2026M2,647A$0142,499D
Class A Common Stock09/15/2026M1,701A$0144,200D
Class A Common Stock09/15/2026M1,902A$0146,102D
Class A Common Stock09/15/2026F42,677(1)D$67.99103,425D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(2)09/15/2026M4,792 (3) (3)Class A Common Stock4,792$00D
Restricted Stock Units(2)09/15/2026M2,647 (4) (4)Class A Common Stock2,647$010,590D
Restricted Stock Units(2)09/15/2026M1,701 (5) (5)Class A Common Stock1,701$013,612D
Restricted Stock Units(2)09/15/2026M1,902 (6) (6)Class A Common Stock1,902$022,823D
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, 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, 2023, 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, 2024, 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, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
/s/ Raymond Hum, Attorney in Fact09/17/2026
** Signature of Reporting PersonDate
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)

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