Nutanix (NTNX) director reports 4,588 RSUs and 6,698 shares held

Rhea-AI Filing Summary

A Nutanix, Inc. director reported receiving an equity award of 4,588 restricted stock units on 12/12/2025. Each RSU represents a contingent right to receive one share of the company’s Class A common stock, with a reported acquisition price of $0 per share.

The RSUs will vest in full on the earlier of the day prior to the next annual meeting of Nutanix shareholders after the grant date or the one-year anniversary of the grant date, in each case subject to the director continuing to provide service. After this grant, the director is shown as beneficially owning 6,698 shares of Class A common stock, including 4,588 unvested RSUs.

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

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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^*

BRANDT ERIC

(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	6,698(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).
** 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.
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FAQ

What insider transaction did Nutanix (NTNX) disclose?

Nutanix, Inc. reported that a director acquired 4,588 shares of its Class A common stock on 12/12/2025 through restricted stock units at a reported price of $0 per share.

How many Nutanix shares does the director report owning after this Form 4?

Following the reported grant, the director is shown as beneficially owning 6,698 shares of Nutanix Class A common stock.

What are the vesting terms of the 4,588 Nutanix RSUs?

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

What does each Nutanix restricted stock unit represent?

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

How many of the director’s Nutanix holdings are unvested RSUs?

The reported beneficial ownership of 6,698 shares includes 4,588 unvested RSUs, which are issuable into Class A common stock upon vesting.

Is the reported Nutanix transaction an open-market purchase?

No. The filing describes the acquisition as an award of restricted stock units with a reported price of $0 per share, rather than a market purchase.