Nutanix (NASDAQ: NTNX) director reports 4,588 RSUs and trust holdings

Rhea-AI Filing Summary

Nutanix director reported an award of 4,588 restricted stock units (RSUs) on 12/12/2025. These RSUs vest in full on the earlier of the day before the next annual meeting of Nutanix shareholders after the grant date or the one-year anniversary of the grant, provided the director continues to serve, and each RSU will settle into one share of Nutanix Class A common stock.

After this grant, the reporting person beneficially owns 4,588 unvested RSUs directly, 6,696 Class A shares held through the Steven and Chris Gomo Trust, and 51,200 Class A shares held through The Chris Gomo Legacy Trust. A transfer of 3,646 shares into the Steven and Chris Gomo Trust on 12/11/2025 changed the holding from direct to indirect without changing the reporting person’s economic interest.

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^*

GOMO STEVEN J

(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	4,588(2)	D
Class A Common Stock								6,696	I	by Trust(3)
Class A Common Stock								51,200	I	by Trust(4)

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. Represents 4,588 unvested RSUs, which are issuable into shares of the Issuer's Class A common stock upon vesting.

3. Represents shares held by the Steven and Chris Gomo Trust. Includes a transfer of 3,646 shares made on December 11, 2025. Such transfer did not change the Reporting Person's pecuniary interest in the securities and the Reporting Person's interest changed from direct to indirect.

4. Represents shares held by The Chris Gomo Legacy Trust.

	/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).
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FAQ

What insider equity transaction did Nutanix (NTNX) disclose for its director?

The report shows that a Nutanix director received an 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 unit.

How many Nutanix (NTNX) securities does the director beneficially own after this filing?

Following the reported transaction, the director beneficially owns 4,588 unvested RSUs directly, plus 6,696 Class A shares held through the Steven and Chris Gomo Trust and 51,200 Class A shares held through The Chris Gomo Legacy Trust.

When do the 4,588 Nutanix (NTNX) RSUs granted to the director vest?

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 grant date or (ii) the one-year anniversary of the grant, subject to the director continuing to provide service.

What does the 3,646-share transfer to the Steven and Chris Gomo Trust mean for the Nutanix director?

The filing explains that the 3,646-share transfer made on 12/11/2025 into the Steven and Chris Gomo Trust changed the director’s ownership from direct to indirect, but did not change the director’s pecuniary (economic) interest in those securities.

How are the Nutanix (NTNX) director’s indirect holdings structured?

The director’s indirect ownership is reported through two trusts: 6,696 shares held by the Steven and Chris Gomo Trust and 51,200 shares held by The Chris Gomo Legacy Trust, in addition to the directly held unvested RSUs.