Nutanix (NTNX) CLO gains shares from RSU vesting, withholds stock for taxes

Rhea-AI Filing Summary

Nutanix, Inc. Chief Legal Officer Brian Martin reported the vesting and settlement of Restricted Stock Units, or RSUs. He exercised RSUs covering 4,727 shares, receiving the same number of Class A common shares at a price of $0.00 per share.

To cover tax withholding obligations from this vesting, 1,819 shares of Class A common stock were withheld by the company at $39.29 per share. After these transactions, Martin directly holds 10,398 shares of Nutanix Class A common stock. The RSUs vest over time in quarterly installments, subject to his continued service.

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^*

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)
03/15/2026

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	03/15/2026		M		2,825	A	$0	10,315	D
Class A Common Stock	03/15/2026		M		1,902	A	$0	12,217	D
Class A Common Stock	03/15/2026		F		1,819(1)	D	$39.29	10,398	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
Restricted Stock Units	(2)	03/15/2026		M			2,825	(3)	(3)	Class A Common Stock	2,825	$0	28,250	D
Restricted Stock Units	(2)	03/15/2026		M			1,902	(4)	(4)	Class A Common Stock	1,902	$0	26,627	D

Explanation of Responses:

1. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.

2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.

3. The RSUs vested as to 25% of the underlying shares on September 15, 2025, with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

4. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2025, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

	/s/ Raymond Hum, Attorney in Fact	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Nutanix (NTNX) Chief Legal Officer Brian Martin report?

Brian Martin reported RSU vesting and settlement, converting 4,727 Restricted Stock Units into the same number of Class A common shares at $0.00 per share. The company also withheld 1,819 shares to satisfy tax withholding obligations related to this RSU vesting event.

How many Nutanix (NTNX) shares were withheld for taxes in this Form 4?

The company withheld 1,819 shares of Nutanix Class A common stock at $39.29 per share to satisfy tax withholding obligations. These shares were taken from the vested RSUs rather than sold in the open market, as described in the transaction details and related footnote.

How many Nutanix (NTNX) shares does Brian Martin hold after these RSU transactions?

Following the RSU exercises and tax withholding, Brian Martin directly holds 10,398 shares of Nutanix Class A common stock. This reflects the net position after receiving 4,727 shares from RSU vesting and having 1,819 shares withheld by the issuer to cover associated tax obligations.

What are the vesting terms of Brian Martin’s Nutanix (NTNX) RSU awards?

One RSU grant vested 25% of underlying shares on September 15, 2025, with 1/16 of the remaining shares vesting quarterly. Another grant vests in 16 equal quarterly installments starting December 15, 2025, both subject to his continued service to Nutanix at each vesting date.

Does each Nutanix (NTNX) RSU held by Brian Martin convert into one share?

Yes. Each Restricted Stock Unit represents a contingent right to receive one share of Nutanix’s Class A common stock. When RSUs vest, they convert into an equal number of common shares, as shown by the 4,727 RSUs converting into 4,727 Class A common shares in this filing.

Was there an open-market sale of Nutanix (NTNX) shares in this Form 4?

The filing shows a tax-withholding disposition coded “F,” where 1,819 shares were withheld by Nutanix to pay tax obligations from RSU vesting. This represents payment of taxes by delivering shares to the issuer, rather than an open-market sale to outside buyers.