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Nutanix CLO vests RSUs, 12.6K shares withheld

Nutanix’s Chief Legal Officer saw RSUs vest into common shares while 12,570 shares were withheld to cover tax obligations.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Nutanix, Inc. (NTNX) reported that Chief Legal Officer Brian Martin had Restricted Stock Units (RSUs) vest on September 15, 2026, resulting in the conversion of 2,825 and 1,902 RSUs into the same number of Class A common shares at no cash cost. In connection with RSU vesting, 12,570 shares of Class A common stock were withheld by Nutanix at a price of $67.99 per share to satisfy tax withholding obligations. The RSU awards vest over time in quarterly installments, contingent on continued service.

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Insider Martin Brian
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F2, F3 2,825 $0.00 $0.00
Exercise Restricted Stock Units F2, F4 1,902 $0.00 $0.00
Exercise Class A Common Stock 2,825 $0.00 $0.00
Exercise Class A Common Stock 1,902 $0.00 $0.00
Tax Withholding Class A Common Stock F1 12,570 $67.99 $855K
Holdings After Transaction: Restricted Stock Units — 45,423 contracts (Direct); Class A Common Stock — 28,676 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
  3. F3. 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. F4. 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.
RSUs converted (first grant) 2,825 units/shares RSUs converted into Class A common stock on September 15, 2026
RSUs converted (second grant) 1,902 units/shares RSUs converted into Class A common stock on September 15, 2026
Shares withheld for taxes 12,570 shares Shares withheld to satisfy tax withholding obligations on September 15, 2026
Tax withholding price per share $67.99 per share Value used for shares withheld to cover tax liabilities
Initial cliff vesting portion 25% One RSU grant vested 25% of underlying shares on September 15, 2025
Quarterly vesting installments 16 installments RSUs vest in 16 equal quarterly installments starting December 15, 2025
Restricted Stock Units financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class A common stock financial
"Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
tax withholding obligations financial
"Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting"
quarterly installments financial
"The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Nutanix withheld 12,570 shares of Class A common stock at $67.99 per share to satisfy Brian Martin’s tax withholding obligations arising from RSU vesting, according to the filing’s footnote describing the tax withholding transaction.

Were any of Brian Martin’s NTNX transactions under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not marked, and there is no footnote stating that the September 15, 2026 transactions were made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

What vesting schedule applies to Brian Martin’s NTNX RSUs that vested on September 15, 2026?

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

Did Brian Martin sell NTNX shares on the open market in this Form 4?

The Form 4 reports no open-market sales. It shows RSUs converting into Class A common stock and a disposition of 12,570 shares classified as a tax withholding transaction, where shares were delivered or withheld to satisfy tax obligations, not sold in a market transaction.

What types of NTNX securities are involved in Brian Martin’s filing?

The filing involves Restricted Stock Units (RSUs), each representing a right to receive one share of Class A common stock, and the resulting Class A common shares issued upon RSU vesting, plus shares withheld to meet associated tax liabilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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*
Martin Brian

(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)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
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 Stock09/15/2026M2,825A$039,344D
Class A Common Stock09/15/2026M1,902A$041,246D
Class A Common Stock09/15/2026F12,570(1)D$67.9928,676D
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
Restricted Stock Units(2)09/15/2026M2,825 (3) (3)Class A Common Stock2,825$022,600D
Restricted Stock Units(2)09/15/2026M1,902 (4) (4)Class A Common Stock1,902$022,823D
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 Fact09/17/2026
** 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)

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