Form 4: NTNX Chief Executes $144k Pre-Planned Share Sale, Retains 518k

Rhea-AI Filing Summary

Insider Transaction Overview: Nutanix (NTNX) filed a Form 4 disclosing that President & CEO Rajiv Ramaswami sold 1,925 Class A common shares on 26 June 2025 at a reported price of $75 per share. The trade was executed automatically under a pre-arranged Rule 10b5-1 trading plan adopted 9 Sep 2024.

Post-Transaction Ownership: Following the sale, Ramaswami continues to hold 518,561 shares directly. The filing does not report any derivative transactions or changes to option positions.

Materiality Assessment: The divestiture is worth roughly $144,000, a de-minimis amount relative to the CEO’s remaining stake and Nutanix’s ~240 million shares outstanding. Because it was pre-scheduled, the transaction is generally viewed as routine and is unlikely to signal a shift in executive confidence.

Key Takeaways for Investors:

• Sale size represents less than 0.4% of the executive’s direct holdings.
• Use of a 10b5-1 plan limits potential concerns about timing or insider knowledge.
• No additional insider sales or option exercises were reported.

Positive

• None.

Negative

• Insider sale reported: Even though modest and pre-planned, the CEO’s disposition of shares can be perceived as a slight negative data point for some investors.

Insights

Securities Analyst

TL;DR: Minor, pre-planned CEO sale; neutral signal.

The Form 4 shows Rajiv Ramaswami sold 1,925 shares for ~$144k under a 10b5-1 plan, leaving ~518k shares. Given Nutanix’s market cap near $13 billion and the executive’s sizable remaining stake, this is immaterial to valuation or sentiment. The prescheduled nature lowers any risk-signal. I classify the impact as neutral; routine insider activity warrants monitoring only if sales accelerate or size increases meaningfully.

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).

X

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^*

RAMASWAMI RAJIV

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2025

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	06/26/2025		S		1,925(1)	D	$75	518,561	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 September 9, 2024.

	/s/ Raymond Hum, Attorney in Fact	06/27/2025
	** 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

How many Nutanix (NTNX) shares did the CEO sell?

Rajiv Ramaswami sold 1,925 Class A common shares on 26 June 2025.

At what price were the NTNX shares sold?

The reported sale price was $75 per share.

Does the CEO still hold a significant stake in Nutanix?

Yes. After the sale, Ramaswami continues to own 518,561 shares directly.

Was the sale executed under a 10b5-1 trading plan?

Yes. The transaction was carried out automatically under a Rule 10b5-1 plan adopted 9 Sep 2024.

Is this insider sale material to NTNX shareholders?

Given the small size (≈$144k) versus Nutanix’s market cap, the filing is generally viewed as not materially impactful.