Nutanix Inc SEC Filings

Nutanix, Inc. director affiliated with Bain Capital reported receiving an equity award tied to 4,588 restricted stock units (RSUs) on 12/12/2025. Each RSU represents a contingent right to receive one share of Nutanix Class A common stock and will vest in full on the earlier of the day prior to the next annual shareholder meeting after the grant date or the one-year anniversary of the grant, subject to continued service.

After this transaction, the director beneficially owns 45,334 Class A shares directly, which include the 4,588 unvested RSUs, and 5,355,285 Class A shares are held indirectly through BCPE Nucleon (DE) SPV, LP. Voting and investment decisions for those indirect holdings are made by partners of Bain Capital Investors, LLC, and the director disclaims beneficial ownership except for his pecuniary interest.

Nutanix, Inc. reported results of its 2025 Annual Meeting of Stockholders. Stockholders approved an amended and restated 2016 Equity Incentive Plan that sets a new fixed maximum aggregate share reserve of 19,500,000 shares, down from 46,736,519 shares available under the plan as of October 14, 2025. The updated plan removes the annual evergreen increase and adds governance measures including no liberal share recycling, no dividends or dividend equivalents on unvested awards, and no repricing or exchange of awards without stockholder approval.

Stockholders also elected all director nominees, ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, and approved on a non-binding advisory basis the compensation of the company’s named executive officers.

Nutanix, Inc. filed a Form 8-K to announce that it released financial results for its first fiscal quarter ended October 31, 2025. The company issued a press release on November 25, 2025, which is attached as Exhibit 99.1. This press release is being furnished under the securities laws rather than filed, which limits how it is incorporated into other regulatory documents.

Nutanix (NTNX) disclosed that its Chief Financial Officer received 54,339 Restricted Stock Units on 11/10/2025 under a Form 4 filing. Each RSU represents a contingent right to one share of Class A common stock.

The RSUs vest in 16 equal quarterly installments, beginning on December 15, 2025, subject to continued service through each vesting date. The filing lists the ownership form as Direct and the RSU grant price as $0.

Nutanix, Inc. (NTNX) reported an insider equity grant on a Form 4. The reporting person, who serves as President and CEO and a Director, acquired 141,283 restricted stock units (RSUs) on 11/10/2025 (Transaction Code A).

Each RSU represents the right to receive one share of Class A common stock. The award vests in 16 equal quarterly installments, with the first vesting date on December 15, 2025, contingent on continued service. The derivative security price is listed as $0, and the ownership form is Direct.

Nutanix (NTNX)November 10, 2025, the company granted its Chief Legal Officer 30,430 restricted stock units (RSUs).

Each RSU represents the right to receive one share of Nutanix Class A common stock. The RSUs vest in 16 equal quarterly installments, with the first vesting on December 15, 2025, contingent on continued service. Following the grant, the reporting person holds 30,430 derivative securities directly.

Nutanix disclosed fiscal 2026 executive compensation decisions. The board’s Compensation Committee kept annual base salaries unchanged for CEO Rajiv Ramaswami, CFO Rukmini Sivaraman, and CLO Brian Martin. Annual incentive targets remain at 100% of base salary for Mr. Ramaswami ($800,000) and Ms. Sivaraman ($520,000), and 75% for Mr. Martin ($356,250).

On November 10, 2025, each executive received an annual equity award split 50/50 between RSUs and PRSUs: Mr. Ramaswami 141,283 RSUs and 141,283 target PRSUs; Ms. Sivaraman 54,339 and 54,339; Mr. Martin 30,430 and 30,430. RSUs vest in 16 equal quarterly installments starting December 15, 2025. PRSUs vest based on relative total shareholder return versus the NASDAQ Composite over three performance periods ending July 31 in 2026, 2027, and 2028, with outcomes from 0% to 200% of target (capped at 100% for the first two periods), vesting each September 15 following the period.

Nutanix, Inc. filed its 2025 definitive proxy statement for a virtual annual meeting on December 12, 2025 at 9:00 a.m. Pacific Time. Stockholders will vote on four items: elect nine directors, ratify Deloitte & Touche LLP as auditor, an advisory say‑on‑pay, and approval of an amended and restated 2016 Equity Incentive Plan.

Equity plan changes: Nutanix seeks a new reserve of 19,500,000 shares, eliminates the annual evergreen, prohibits liberal share recycling, requires stockholder approval for repricing or exchanges, and bars dividends on unvested awards. Including the requested reserve, overhang would be 12.2% as of October 14, 2025. The company reports a burn rate below 3% in fiscal year 2025.

Governance highlights include an independent chair, fully declassified board beginning with this meeting, majority voting with irrevocable resignation offers, and all‑independent committees. The record date is October 14, 2025, with 270,785,598 Class A shares outstanding and entitled to vote. In a CEO letter, Nutanix cites revenue of more than $2.5 billion and free cash flow of $750 million under a rule‑of‑40+ model.