Nutanix (NASDAQ: NTNX) CEO exercises RSUs with tax share withholding

Rhea-AI Filing Summary

Nutanix, Inc. Chief Executive Officer Rajiv Ramaswami reported routine equity compensation activity involving Restricted Stock Units, or RSUs. On June 15, 2026, RSUs representing 50,427 shares of Class A common stock vested and were converted into shares. To cover related tax obligations, 27,207 shares were withheld by the company at $49.40 per share, a non-market tax-withholding disposition rather than an open-market sale.

Following these transactions, Ramaswami directly held 592,416 shares of Class A common stock, which includes 331 shares acquired under the Nutanix Employee Stock Purchase Plan on March 20, 2026. The footnotes explain that each RSU equals one share of common stock and that several RSU grants vest in 16 equal quarterly installments beginning on various December 15 dates, contingent on continued service.

Insider Trade Summary

50,427 shares exercised/converted

Mixed 9 txns

Insider RAMASWAMI RAJIV

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	17,206	$0.00	--
Exercise	Restricted Stock Units	15,884	$0.00	--
Exercise	Restricted Stock Units	8,507	$0.00	--
Exercise	Restricted Stock Units	8,830	$0.00	--
Exercise	Class A Common Stock	17,206	$0.00	--
Exercise	Class A Common Stock	15,884	$0.00	--
Exercise	Class A Common Stock	8,507	$0.00	--
Exercise	Class A Common Stock	8,830	$0.00	--
Tax Withholding	Class A Common Stock	27,207	$49.40	$1.34M

Holdings After Transaction: Restricted Stock Units — 17,207 shares (Direct, null); Class A Common Stock — 592,416 shares (Direct, null)

Footnotes (1)

1. Includes 331 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2026. Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date. 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.

Key Figures

RSUs vested: 50,427 shares Shares withheld for taxes: 27,207 shares Tax withholding price: $49.40 per share +3 more

6 metrics

RSUs vested 50,427 shares RSUs converting to Class A common stock on June 15, 2026

Shares withheld for taxes 27,207 shares Withheld by issuer to satisfy tax obligations from RSU vesting

Tax withholding price $49.40 per share Value applied to the 27,207 withheld shares

Post-transaction holdings 592,416 shares Class A common stock directly held after reported transactions

ESPP shares included 331 shares Acquired under Employee Stock Purchase Plan on March 20, 2026

RSU vesting schedule 16 quarterly installments Each RSU grant vests over 16 equal quarterly installments

Key Terms

Restricted Stock Units, tax withholding obligations, Employee Stock Purchase Plan, contingent right

4 terms

Restricted Stock Units financial

"The RSUs vest in 16 equal quarterly installments, with the first..."

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.

tax withholding obligations financial

"Represents shares withheld by the Issuer to satisfy tax withholding obligations..."

Employee Stock Purchase Plan financial

"Includes 331 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan..."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

contingent right financial

"Each RSU represents a contingent right to receive one share..."

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Form 4 Insider Transactions: What Each Field Means →

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).

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 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/15/2026		M		17,206	A	$0	592,416(1)	D
Class A Common Stock	06/15/2026		M		15,884	A	$0	608,300	D
Class A Common Stock	06/15/2026		M		8,507	A	$0	616,807	D
Class A Common Stock	06/15/2026		M		8,830	A	$0	625,637	D
Class A Common Stock	06/15/2026		F		27,207(2)	D	$49.4	598,430	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	(3)	06/15/2026		M			17,206	(4)	(4)	Class A Common Stock	17,206	$0	17,207	D
Restricted Stock Units	(3)	06/15/2026		M			15,884	(5)	(5)	Class A Common Stock	15,884	$0	79,423	D
Restricted Stock Units	(3)	06/15/2026		M			8,507	(6)	(6)	Class A Common Stock	8,507	$0	76,566	D
Restricted Stock Units	(3)	06/15/2026		M			8,830	(7)	(7)	Class A Common Stock	8,830	$0	114,793	D

Explanation of Responses:

1. Includes 331 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2026.

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

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

4. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2022, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

5. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2023, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

6. The RSUs vest in 16 equal quarterly installments, with the first of such quarterly installments having vested on December 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.

7. 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	06/17/2026
	** 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.
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)

FAQ

What insider transactions did Nutanix (NTNX) CEO Rajiv Ramaswami report on June 15, 2026?

Ramaswami reported RSU vesting and related share movements on June 15, 2026. RSUs for 50,427 Nutanix Class A shares vested and converted into stock, with part of the resulting shares withheld by the issuer to satisfy tax obligations rather than sold in the open market.

How many Nutanix (NTNX) shares were withheld for CEO tax obligations and at what value?

The issuer withheld 27,207 Nutanix Class A shares to satisfy Ramaswami’s tax withholding obligations. The withholding was valued at a transaction price of $49.40 per share, reflecting a non-market disposition used specifically for covering taxes arising from RSU vesting.

How many Nutanix (NTNX) RSUs vested for the CEO in this Form 4 filing?

RSUs representing 50,427 shares of Nutanix Class A common stock vested and were converted. These RSUs convert one-for-one into common shares, according to the footnotes, and relate to multiple grants that vest quarterly over a 16-quarter schedule, subject to continued service.

What is Rajiv Ramaswami’s reported Nutanix (NTNX) shareholding after these transactions?

After the reported RSU vesting and tax withholding, Ramaswami directly held 592,416 shares of Nutanix Class A common stock. This figure includes 331 shares that were previously acquired through the Nutanix Employee Stock Purchase Plan on March 20, 2026, as noted in the footnotes.

How do Nutanix (NTNX) RSU awards for the CEO vest over time?

The RSU awards vest in 16 equal quarterly installments for several grants. For each grant, the first installment vested on December 15 of 2022, 2023, 2024, or 2025, respectively, and continued vesting depends on Ramaswami’s ongoing service with Nutanix through each scheduled vesting date.

What does each Nutanix (NTNX) RSU represent for CEO equity compensation?

Each Nutanix RSU represents a contingent right to receive one share of Class A common stock. The units convert into actual shares as they vest over time under the specified quarterly schedule, provided Ramaswami continues to provide services through each applicable vesting date.