Form 4: Nutanix CFO Sivaraman Reports RSU Vesting, Stock Transactions

Nutanix Chief Financial Officer Rukmini Sivaraman reported the vesting of Restricted Stock Units and related Class A Common Stock transactions, including shares withheld for tax obligations.

Summary

• Rukmini Sivaraman, Nutanix's Chief Financial Officer, reported multiple transactions involving Class A Common Stock on December 15, 2025.
• These transactions primarily involved the acquisition of shares due to the vesting of Restricted Stock Units (RSUs).
• A total of 22,148 shares of Class A Common Stock were acquired through RSU vesting (4,760 + 6,250 + 4,765 + 2,977 + 3,396).
• 11,249 shares of Class A Common Stock were disposed of at a price of $47.76 per share to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Sivaraman directly beneficially owns 265,536 shares of Class A Common Stock.
• Remaining unvested Restricted Stock Units held directly include 9,521, 18,750, 33,358, 32,753, and 50,943 units from various grants, totaling 145,325 units.
• The RSUs vest in 16 equal quarterly installments, with initial vesting dates ranging from September 15, 2022, to December 15, 2025.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions related to RSU vesting and tax withholding. While the increase in beneficial ownership is positive, the disposition for taxes is a standard, neutral event. No new strategic or financial information is presented to significantly alter sentiment.

Positives

• Chief Financial Officer Rukmini Sivaraman increased her direct beneficial ownership of Class A Common Stock to 265,536 shares after the reported transactions.
• The vesting of Restricted Stock Units indicates continued long-term incentive alignment between management and shareholders.

Negatives

• 11,249 shares of Class A Common Stock were disposed of to cover tax withholding obligations, representing a reduction in direct share ownership for tax purposes.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, beyond the scheduled vesting of existing Restricted Stock Units.

Industry Context

This Form 4 filing details routine insider stock transactions related to executive compensation, specifically the vesting of Restricted Stock Units. Such transactions are common across the technology industry as a standard component of executive compensation packages, aligning management incentives with shareholder value creation. It does not provide specific insights into broader industry trends or competitive positioning.

Comparison to Industry Standards

• The RSU vesting and subsequent tax-related share disposition are standard practices for executive compensation in publicly traded companies, particularly within the technology sector.
• This type of transaction is a common mechanism for executives to realize value from their equity awards while fulfilling tax obligations.
• No specific comparable companies, projects, or results are detailed in this filing to allow for a direct comparative assessment.

Stakeholder Impact

• Shareholders: The increase in direct beneficial ownership by the CFO aligns her interests with shareholders. The disposition for taxes is a routine event and does not indicate a change in confidence.

Next Steps

• Continued vesting of remaining Restricted Stock Units according to their respective schedules, subject to the reporting person's continued service to the Issuer.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to the vesting of Restricted Stock Units and subsequent tax withholding. It does not provide new material information regarding Nutanix's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are standard for executive compensation and do not signal any significant positive or negative shifts in the company's outlook or the insider's confidence beyond what is already known.

Keywords

Nutanix, NTNX, Form 4, SEC filing, insider transaction, Rukmini Sivaraman, Chief Financial Officer, RSU vesting, Class A Common Stock, beneficial ownership, stock transactions, tax withholding