Nutanix (NTNX) CFO legal officer reports RSU vesting and sell-to-cover

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) Chief Legal Officer Brian Martin reported the vesting and partial disposition of restricted stock units on 09/15/2025. A grant of 11,300 RSUs vested and were reported as acquired at $0 per share, increasing his direct beneficial ownership to 33,899 Class A shares. To cover tax withholding from the vesting, 11,503 shares were sold at $78.21 per share, leaving 15,178 Class A shares directly held following the sale. The filing notes the RSU vesting schedule: 25% vested on 09/15/2025 and the remainder vests quarterly in 1/16th increments subject to continued service.

Insights

Securities Analyst

TL;DR: Insider granted and vested RSUs with a routine sell-to-cover tax transaction; increases reported ownership while realizing proceeds.

The Form 4 discloses a standard equity compensation event: 11,300 RSUs vested and were converted to shares, and 11,503 shares were sold at $78.21 to satisfy tax withholding. This is an expected liquidity action tied to compensation rather than an open-market directional trade. The report updates beneficial ownership to 33,899 shares total and shows direct ownership of 15,178 shares following the sell-to-cover. No derivative exercises beyond RSU vesting are disclosed and no other transactions or pledges are indicated.

Corporate Governance Expert

TL;DR: Transaction appears routine and consistent with executive equity compensation vesting and tax withholding procedures.

The disclosure details the vesting mechanics: 25% of the RSU award vested on 09/15/2025 with the remainder scheduled to vest quarterly in 1/16th tranches subject to service. The executed sell-to-cover (11,503 shares at $78.21) is described as covering tax liability arising from the vest. The Form 4 is signed by an attorney-in-fact and contains no indications of accelerated vesting, change in control, or other governance events.

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).

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)
09/15/2025

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	09/15/2025		M		11,300	A	$0	26,681	D
Class A Common Stock	09/15/2025		F		11,503(1)	D	$78.21	15,178	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)	09/15/2025		M			11,300	(3)	(3)	Class A Common Stock	11,300	$0	33,899	D

Explanation of Responses:

1. Represents shares traded to cover the tax liability arising from the vesting of the 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.

	/s/ Raymond Hum, Attorney in Fact	09/17/2025
	** 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 transactions did NTNX Chief Legal Officer Brian Martin report on 09/15/2025?

Brian Martin reported 11,300 RSUs vested and conversion to shares, and a sell-to-cover of 11,503 shares at $78.21 to satisfy tax withholding.

How many Class A shares does Brian Martin beneficially own after the reported transactions (NTNX)?

The filing shows total beneficial ownership of 33,899 Class A shares following the reported transactions, with 15,178 shares held directly.

What was the price per share for the shares sold to cover taxes in the NTNX Form 4?

The shares sold to cover tax withholding were reported at a price of $78.21 per share.

What vesting schedule is disclosed for the RSUs in the NTNX Form 4?

The RSUs vested 25% on 09/15/2025 with the remaining shares vesting quarterly in 1/16th increments thereafter, subject to continued service.