Nutanix (NTNX) director reports 4,588 RSU grant of Class A common stock

Rhea-AI Filing Summary

Nutanix, Inc. reported that one of its directors received an equity award of 4,588 restricted stock units (RSUs) of Class A common stock on 12/12/2025 at a price of $0 per share. After this grant, the director beneficially owns 29,711 shares of Nutanix Class A common stock.

The RSUs vest in full on the earlier of the day prior to the next annual meeting of Nutanix shareholders held after the grant date or the one-year anniversary of the grant, in each case if the director continues to provide service through the vesting date. Each RSU represents a contingent right to receive one share of Nutanix Class A common stock.

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^*

TEMPLETON MARK B

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A		4,588(1)	A	$0	29,711(2)	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. Reflects shares that the Reporting Person will receive upon the settlement of restricted stock units ("RSUs"), which will vest in full on the earlier of (i) the day prior to the next annual meeting of the Issuer's shareholders held after the date of grant or (ii) the one-year anniversary of the date of grant, in each case, subject to the Reporting Person continuing to provide service to the Issuer through the applicable vesting date. Each RSU represents a contingent right to receive one share of Issuer's Class A common stock.

2. The amount reported includes 4,588 unvested RSUs, which are issuable into shares of the Issuer's Class A common stock upon vesting.

	/s/ Raymond Hum, Attorney in Fact	12/16/2025
	** 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).
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FAQ

What insider transaction did Nutanix (NTNX) disclose in this filing?

The filing reports that a Nutanix director received an equity award of 4,588 restricted stock units (RSUs) of the company's Class A common stock on 12/12/2025 at a price of $0 per share.

How many Nutanix (NTNX) shares does the director own after this RSU grant?

Following the reported transaction, the director beneficially owns 29,711 shares of Nutanix Class A common stock.

What are the vesting terms of the 4,588 RSUs reported by Nutanix (NTNX)?

The 4,588 RSUs vest in full on the earlier of (i) the day prior to the next annual meeting of Nutanix shareholders held after the date of grant or (ii) the one-year anniversary of the grant date, subject to the director continuing to provide service through the vesting date.

What does each RSU in this Nutanix (NTNX) filing represent?

Each RSU represents a contingent right to receive one share of Nutanix Class A common stock upon vesting.

Is this Nutanix (NTNX) transaction a purchase or a stock award?

This is a stock award of restricted stock units, reported at a $0 price per share, rather than an open-market stock purchase.

Does this Nutanix (NTNX) insider filing report any derivative security transactions in Table II?

No. Table II for derivative securities is present but does not report any derivative security transactions for this director.