Nutanix filings document material events for a cloud software company with Class A common stock and a subscription-based operating model. Recent 8-K disclosures cover operating and financial results, share repurchase authorizations, accelerated share repurchase activity, and a completed private placement of Class A common stock.
Governance filings address amended bylaws, stockholder meeting results, equity incentive plan changes, executive compensation arrangements and related capital-structure matters. These records also disclose material agreements, board actions and procedural changes affecting stockholder nominations, meeting authority, indemnification and equity compensation.
Nutanix, Inc. Chief Legal Officer reports RSU-related share activity. On December 15, 2025, the reporting person, Nutanix’s Chief Legal Officer, acquired Class A common stock through the vesting and settlement of restricted stock units (RSUs). Two RSU awards were exercised (code "M"), delivering 2,824 and 1,901 shares of Class A common stock at an exercise price of $0 per share.
To cover tax withholding from these vesting events, 2,401 shares of Class A common stock were withheld by Nutanix at a price of $47.76 per share (code "F"). After these transactions, the reporting person beneficially owned 7,490 shares of Nutanix Class A common stock directly. The underlying RSU awards continue to vest over time, subject to the reporting person’s continued service with Nutanix.
Nutanix, Inc. entered into a $300 million accelerated share repurchase agreement with Bank of America to buy back its Class A common stock. The transaction will be carried out under Nutanix’s existing share repurchase authorization and funded with the company’s existing cash on hand, returning capital to stockholders.
On December 17, 2025, Nutanix will pay $300 million and expects an initial delivery of approximately 4,972,032 shares. The final number of shares repurchased will be based on the volume-weighted average price of the stock over the term of the agreement, less a discount, with customary adjustment features. Final settlement is expected before the end of January 2026 and could result in Nutanix receiving additional shares or, in certain circumstances, delivering cash or shares to Bank of America.
Nutanix, Inc. reported that one of its directors acquired additional equity through a stock-based award. On 12/12/2025, the director was granted 4,588 restricted stock units (RSUs), each representing a right to receive one share of Nutanix Class A common stock at a price of $0 per share. These RSUs vest in full on the earlier of the day prior to the next annual meeting of shareholders held after the grant date or the one-year anniversary of the grant, as long as the director continues to provide service to the company.
Following this grant, the director beneficially owns 47,685 shares of Class A common stock, which includes the 4,588 unvested RSUs that will convert into shares upon vesting. The filing confirms the director’s status as a board member and shows the holdings are reported as directly owned.
Nutanix director reported an award of 4,588 restricted stock units (RSUs) on 12/12/2025. These RSUs vest in full on the earlier of the day before the next annual meeting of Nutanix shareholders after the grant date or the one-year anniversary of the grant, provided the director continues to serve, and each RSU will settle into one share of Nutanix Class A common stock.
After this grant, the reporting person beneficially owns 4,588 unvested RSUs directly, 6,696 Class A shares held through the Steven and Chris Gomo Trust, and 51,200 Class A shares held through The Chris Gomo Legacy Trust. A transfer of 3,646 shares into the Steven and Chris Gomo Trust on 12/11/2025 changed the holding from direct to indirect without changing the reporting person’s economic interest.
Nutanix, Inc. reports that a director acquired 4,588 shares of Class A common stock on 12/12/2025 at a stated price of $0, increasing the director’s directly held beneficial ownership to 26,988 shares.
The new shares relate to restricted stock units (RSUs) that will vest in full on the earlier of the day prior to the next annual meeting of shareholders after the grant date or the one-year anniversary of the grant, provided the director continues to provide service. Each RSU represents a contingent right to receive one share of Class A common stock, and the reported total includes 4,588 unvested RSUs that will be issuable upon vesting.
Nutanix, Inc. director reported acquiring 4,588 shares of Class A common stock through restricted stock units on 12/12/2025. These RSUs 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, as long as the director continues providing service. Each RSU represents one share of Class A common stock.
Following this grant, the director beneficially owns 4,588 unvested RSUs directly and 41,976 shares of Class A common stock indirectly through a trust for which she serves as trustee. This trust position includes 3,646 shares transferred from the director to the trust on December 11, 2025, which changed the form of ownership from direct to indirect without altering her economic interest.
Nutanix, Inc. reported that one of its directors received an equity award of 4,588 restricted stock units (RSUs) of Class A common stock on 12/12/2025 at a price of $0 per share. After this grant, the director beneficially owns 29,711 shares of Nutanix Class A common stock.
The RSUs vest in full on the earlier of the day prior to the next annual meeting of Nutanix shareholders held after the grant date or the one-year anniversary of the grant, in each case if the director continues to provide service through the vesting date. Each RSU represents a contingent right to receive one share of Nutanix Class A common stock.
Nutanix, Inc. reported that one of its directors received a grant of 4,588 restricted stock units on 12/12/2025. Each unit represents one share of Class A common stock and was awarded at a price of $0 per share.
The RSUs will vest in full on the earlier of the day prior to the next annual meeting of shareholders held after the grant date or the one-year anniversary of the grant, subject to the director continuing to provide service. After this award, the director beneficially owns 5,431 shares of Class A common stock, including 4,588 unvested RSUs that are issuable into shares upon vesting.
A Nutanix, Inc. director reported receiving an equity award of 4,588 restricted stock units on 12/12/2025. Each RSU represents a contingent right to receive one share of the company’s Class A common stock, with a reported acquisition price of $0 per share.
The RSUs will vest in full on the earlier of the day prior to the next annual meeting of Nutanix shareholders after the grant date or the one-year anniversary of the grant date, in each case subject to the director continuing to provide service. After this grant, the director is shown as beneficially owning 6,698 shares of Class A common stock, including 4,588 unvested RSUs.
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.