SEC Form 4 · accession 0001193125-26-394771
Nutanix, Inc. · NTNX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rukmini Sivaraman
Officer — Chief Financial Officer
Period of report
Sep 15, 2026
Accepted (ET)
Sep 17, 2026 · 8:03 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001618732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Sep 15, 2026 | M | 6,250 | $0.00 | A | 427,834 | D | |
| Class A Common Stock | Sep 15, 2026 | M | 4,765 | $0.00 | A | 432,599 | D | |
| Class A Common Stock | Sep 15, 2026 | M | 2,978 | $0.00 | A | 435,577 | D | |
| Class A Common Stock | Sep 15, 2026 | M | 3,396 | $0.00 | A | 438,973 | D | |
| Class A Common StockF1 | Sep 15, 2026 | F | 75,347 | $67.99 | D | 363,626 | D | |
| Class A Common StockF2,F3 | Sep 17, 2026 | S | 38,139 | $70.002 | D | 325,487 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Sep 15, 2026 | M | 6,250 | D | — | — | Class A Common Stock | 6,250 | 0 | D |
| Restricted Stock UnitsF4,F6 | — | Sep 15, 2026 | M | 4,765 | D | — | — | Class A Common Stock | 4,765 | 19,062 | D |
| Restricted Stock UnitsF4,F7 | — | Sep 15, 2026 | M | 2,978 | D | — | — | Class A Common Stock | 2,978 | 23,820 | D |
| Restricted Stock UnitsF4,F8 | — | Sep 15, 2026 | M | 3,396 | D | — | — | Class A Common Stock | 3,396 | 40,755 | D |
Explanation of responses
- F1Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.
- F2This transaction was effected automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on July 9, 2025.
- F3The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $70.00 to $70.01 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
- F5The 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.
- F6The 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.
- F7The 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.
- F8The 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.