Nutanix CFO granted 130K performance shares

Q: What did NTNX CFO Rukmini Sivaraman report in this Form 4?

The filing reports three acquisitions of Nutanix Class A common stock on August 24, 2026, totaling 130,692 shares, all from the vesting eligibility of performance-based restricted stock units granted in prior years.

Q: Are the NTNX PRSU awards based on stock price performance?

Yes. The FY 2024, FY 2025, and FY 2026 PRSUs vest based on total shareholder return of Nutanix over one-, two-, and three-year performance periods, each measured against companies in the NASDAQ Composite Index.

Nutanix, Inc. (NTNX) reported that its Chief Financial Officer, Rukmini Sivaraman, acquired three blocks of Class A common stock on August 24, 2026, via performance-based restricted stock units.

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Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) reported that its Chief Financial Officer, Rukmini Sivaraman, acquired three blocks of Class A common stock on August 24, 2026, via performance-based restricted stock units. The awards cover 101,660, 15,880, and 13,152 shares at a stated price of $0.00 per share. These shares became eligible to vest based on total shareholder return performance for FY 2024, FY 2025, and FY 2026 PRSU grants and are scheduled to vest on September 15, 2026, subject to continued service.

Insider Trade Summary

Grant/Award: 130,692 shares

Grant/Award 3 txns

Insider Sivaraman Rukmini

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock ^F1	101,660	$0.00	$0.00
Grant/Award	Class A Common Stock ^F2	15,880	$0.00	$0.00
Grant/Award	Class A Common Stock ^F3	13,152	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 421,584 shares (Direct)

Footnotes (3)

F1. On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
F2. On September 10, 2024, the Reporting Person was granted performance-based restricted stock units ("FY 2025 PRSUs"). The FY 2025 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2024, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 121.93% but, under the terms of the FY 2025 PRSUs, the achievement percentage is capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.
F3. On November 10, 2025, the Reporting Person was granted performance-based restricted stock units ("FY 2026 PRSUs"). The FY 2026 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2025, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 72.61%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

Key Figures

FY 2024 PRSUs shares eligible to vest: 101,660 shares FY 2025 PRSUs shares eligible to vest: 15,880 shares FY 2026 PRSUs shares eligible to vest: 13,152 shares +5 more

8 metrics

FY 2024 PRSUs shares eligible to vest 101,660 shares Class A common stock tied to FY 2024 PRSUs; third performance period at 200% achievement on August 24, 2026

FY 2025 PRSUs shares eligible to vest 15,880 shares Class A common stock tied to FY 2025 PRSUs; second performance period capped at 100% achievement on August 24, 2026

FY 2026 PRSUs shares eligible to vest 13,152 shares Class A common stock tied to FY 2026 PRSUs; first performance period at 72.61% achievement on August 24, 2026

Achievement percentage FY 2024 PRSUs third period 200% Total shareholder return performance for third FY 2024 PRSUs period determined on August 24, 2026

Achievement percentage FY 2025 PRSUs second period (capped) 121.93% (capped at 100%) Total shareholder return over second FY 2025 PRSUs performance period, capped per award terms

Achievement percentage FY 2026 PRSUs first period 72.61% Total shareholder return over first FY 2026 PRSUs performance period

Vesting date for all reported PRSU shares September 15, 2026 Eligibility to vest for FY 2024, FY 2025, and FY 2026 PRSUs, subject to continued service

Transaction date August 24, 2026 Date Compensation Committee determined achievement percentages and shares became eligible to vest

Key Terms

performance-based restricted stock units, total shareholder return, NASDAQ Composite Index, achievement percentage, +1 more

5 terms

performance-based restricted stock units financial

"the Reporting Person was granted performance-based restricted stock units"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

total shareholder return financial

"based on the total shareholder return of the Issuer"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

NASDAQ Composite Index financial

"relative to the total shareholder return of companies in the NASDAQ Composite Index"

A broad stock market index that measures the combined price performance of nearly all common stocks listed on the Nasdaq exchange, acting like a thermometer for that segment of the market. Investors use it to gauge overall trends and sentiment among Nasdaq-listed companies, compare portfolio performance to a benchmark, and make allocation decisions—similar to checking an index reading to understand whether weather favors growth or caution.

achievement percentage financial

"the achievement percentage for the third performance period was 200%"

vesting date financial

"subject to the Reporting Person continuing to provide service through the vesting date"

FAQ

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

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

The filing reports three acquisitions of Nutanix Class A common stock on August 24, 2026, totaling 130,692 shares, all from the vesting eligibility of performance-based restricted stock units granted in prior years.

How many NTNX shares were tied to the FY 2024 PRSUs in this Form 4?

The FY 2024 performance-based restricted stock units resulted in 101,660 shares of Nutanix Class A common stock becoming eligible to vest, after a 200% achievement percentage for the third performance period was determined on August 24, 2026.

What performance result affected the FY 2025 PRSUs for NTNX?

For the FY 2025 PRSUs, the Compensation Committee determined an achievement percentage of 121.93% for the second performance period, but this was capped at 100% under the award terms, making 15,880 shares eligible to vest on September 15, 2026.

What was the achievement percentage for the FY 2026 PRSUs in NTNX’s filing?

For the FY 2026 PRSUs, the first performance period achievement percentage was set at 72.61%, causing 13,152 shares of Nutanix Class A common stock to become eligible to vest on September 15, 2026, subject to continued service.

When do the reported NTNX PRSU shares become eligible to vest?

All three PRSU tranches reported—FY 2024, FY 2025, and FY 2026—became eligible to vest on August 24, 2026, with actual vesting scheduled for September 15, 2026, provided the reporting person continues to provide service through that date.

Are the NTNX PRSU awards based on stock price performance?

Yes. The FY 2024, FY 2025, and FY 2026 PRSUs vest based on total shareholder return of Nutanix over one-, two-, and three-year performance periods, each measured against companies in the NASDAQ Composite Index.

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

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Available on EDGAR 08/26/2026 - 06:02 PM EDT Accepted by SEC EDGAR 08/26/2026 - 06:02 PM EDT

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)
08/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/24/2026		A		101,660⁽¹⁾	A	$0	392,552	D
Class A Common Stock	08/24/2026		A		15,880⁽²⁾	A	$0	408,432	D
Class A Common Stock	08/24/2026		A		13,152⁽³⁾	A	$0	421,584	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

2. On September 10, 2024, the Reporting Person was granted performance-based restricted stock units ("FY 2025 PRSUs"). The FY 2025 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2024, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 121.93% but, under the terms of the FY 2025 PRSUs, the achievement percentage is capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

3. On November 10, 2025, the Reporting Person was granted performance-based restricted stock units ("FY 2026 PRSUs"). The FY 2026 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2025, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 24, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 72.61%, resulting in these shares becoming eligible to vest on September 15, 2026, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

	/s/ Raymond Hum, Attorney in Fact	08/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR