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Nutanix (NASDAQ: NTNX) CCO awarded 72.9K performance RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) reported that President and CCO Tarkan Maner acquired 72,916 shares of Class A common stock on August 24, 2026 through three performance-based RSU awards whose performance conditions were certified on that date. The awards relate to FY 2024, FY 2025 and FY 2026 PRSUs and become eligible to vest on September 15, 2026, in each case subject to continued service.

Positive

  • None.

Negative

  • None.
Insider Maner Tarkan
Role President and CCO
Type Security Shares Price Value
Grant/Award Class A Common Stock F1 56,476 $0.00 $0.00
Grant/Award Class A Common Stock F2 9,075 $0.00 $0.00
Grant/Award Class A Common Stock F3 7,365 $0.00 $0.00
Holdings After Transaction: Class A Common Stock — 135,060 shares (Direct)
Footnotes (3)
  1. 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.
  2. 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.
  3. 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.
Total PRSU shares becoming eligible to vest 72,916 shares Aggregate of three performance-based RSU tranches determined on August 24, 2026
FY 2024 PRSU shares 56,476 shares Third performance period achievement at 200% TSR; eligible to vest September 15, 2026
FY 2025 PRSU shares 9,075 shares Second performance period achievement 121.93% capped at 100%; eligible to vest September 15, 2026
FY 2026 PRSU shares 7,365 shares First performance period achievement 72.61%; eligible to vest September 15, 2026
FY 2024 PRSU achievement percentage 200% Third performance period total shareholder return vs NASDAQ Composite Index
FY 2025 PRSU raw achievement percentage 121.93% Second performance period TSR result before 100% cap applied
FY 2026 PRSU achievement percentage 72.61% First performance period TSR result
Vesting date September 15, 2026 Date when all three FY 2024, FY 2025 and FY 2026 PRSU tranches may vest, subject to continued service
performance-based restricted stock units financial
"the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs")"
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 over one-, two- and three-year"
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.
Compensation Committee financial
"the Compensation Committee of the Issuer's Board of Directors determined that the achievement"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

What insider transaction did NTNX executive Tarkan Maner report on August 24, 2026?
Tarkan Maner reported acquisition of 72,916 shares of Nutanix Class A common stock via three performance-based RSU awards tied to FY 2024, FY 2025 and FY 2026 PRSUs, with performance certified on August 24, 2026 and shares eligible to vest on September 15, 2026.

How many FY 2024 PRSU shares did NTNX’s Tarkan Maner earn based on TSR performance?
Tarkan Maner earned 56,476 shares under FY 2024 performance-based RSUs. Nutanix’s Compensation Committee determined the third performance period achievement at 200% relative total shareholder return versus the NASDAQ Composite Index, making these shares eligible to vest on September 15, 2026, subject to continued service.

What was the FY 2025 PRSU performance outcome disclosed for NTNX?
For FY 2025 PRSUs, the Compensation Committee determined a second performance period achievement of 121.93%, but the award is capped at 100%, resulting in 9,075 shares becoming eligible to vest on September 15, 2026, contingent on Tarkan Maner’s continued service with Nutanix.

What FY 2026 PRSU performance did Nutanix (NTNX) report for Tarkan Maner?
For FY 2026 performance-based RSUs, Nutanix’s Compensation Committee set the first performance period achievement at 72.61%, resulting in 7,365 shares becoming eligible to vest on September 15, 2026, provided that Tarkan Maner continues to provide service through the vesting date.

Are the reported NTNX RSU shares fully vested for Tarkan Maner?
No. The 72,916 shares represent performance-based RSUs that have met performance conditions and are now eligible to vest on September 15, 2026. Actual vesting is subject to Tarkan Maner continuing to provide service to Nutanix through that vesting date.

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Form 4 Insider Transactions: What Each Field Means →
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)
08/24/2026		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 Stock08/24/2026A56,476(1)A$0118,620D
Class A Common Stock08/24/2026A9,075(2)A$0127,695D
Class A Common Stock08/24/2026A7,365(3)A$0135,060D
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
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 Fact08/26/2026
** 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)

Source: View Original Filing on SEC EDGAR