Nutanix officer sold 10,241 shares; 5,166 remain after sale

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) Form 4: Chief Legal Officer Brian Martin reported sales and remaining holdings on 09/30/2025. He sold 10,241 shares of Class A common stock in multiple transactions at a weighted average price of $76.5288 per share under a Rule 10b5-1 trading plan adopted July 1, 2025. Following the reported sale, the filing shows 5,166 shares beneficially owned. The report also notes acquisition of 229 shares under the company Employee Stock Purchase Plan on 09/22/2025. The Form 4 was signed by an attorney-in-fact, Raymond Hum.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-established trading and compliance with insider-trading procedures
• Disclosure includes ESPP purchase of 229 shares on 09/22/2025, showing continued participation in employee equity programs
• Form 4 filed and signed by attorney-in-fact, demonstrating procedural compliance with SEC reporting requirements

Negative

• Insider sold 10,241 shares, reducing beneficial ownership to 5,166 shares
• Sale at market prices between $76.24 and $76.88 may be viewed by some investors as insider liquidity rather than conviction

Insights

Financial Analyst

TL;DR: Routine insider sale under a pre-established plan; transaction provides liquidity but does not necessarily signal change in company outlook.

The sale of 10,241 shares at a weighted average of $76.5288 was executed under a Rule 10b5-1 plan, indicating it was pre-scheduled rather than opportunistic. The remaining beneficial ownership reported is 5,166 shares, and a small ESPP purchase of 229 shares was recorded on 09/22/2025. For investors, this filing documents insider activity and compliance procedures but contains no operational or financial performance data.

Corporate Governance Expert

TL;DR: Governance-wise the filing shows adherence to trading-plan procedures and proper disclosure by an officer via power of attorney.

The disclosure identifies the reporting person as an officer (Chief Legal Officer) and cites a Rule 10b5-1 trading plan adopted July 1, 2025, which supports compliance with insider-trading rules. The Form 4 is signed by an attorney-in-fact, consistent with authorized filing practices. The filing contains no indications of unusual timing or related-party transactions.

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).

1. Name and Address of Reporting Person^*

Martin Brian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		S		10,241(1)	D	$76.5288(2)	5,166(3)	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. This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 1, 2025.

2. The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $76.24 to $76.88 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Includes 229 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on September 22, 2025.

	/s/ Raymond Hum, Attorney in Fact	09/30/2025
	** 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.
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.

FAQ

What did NTNX insider Brian Martin report on Form 4?

The Form 4 reports that Brian Martin sold 10,241 shares of Class A common stock on 09/30/2025 at a weighted average price of $76.5288 per share.

Was the NTNX sale part of a pre-arranged trading plan?

Yes. The filing states the transaction was effected automatically under a Rule 10b5-1 trading plan adopted on July 1, 2025.

How many NTNX shares does Brian Martin own after the reported transactions?

The Form 4 reports 5,166 shares beneficially owned following the reported sale.

Did the filing report any purchases of NTNX stock?

Yes. The filing includes acquisition of 229 shares under the Nutanix Employee Stock Purchase Plan on 09/22/2025.

Who signed the Form 4 for Brian Martin?

The Form 4 was signed by an attorney-in-fact, Raymond Hum, on 09/30/2025.