Form 4: Nutanix Director Gambale Receives RSU Grant

Nutanix, Inc. Director Virginia Gambale reported the acquisition of 4,588 restricted stock units and a transfer of shares to a trust.

Summary

• Virginia Gambale, a Director of Nutanix, Inc. (NTNX), reported transactions on December 12, 2025.
• Acquired 4,588 shares of Class A Common Stock through the settlement of restricted stock units (RSUs) at a price of $0.
• These RSUs will vest in full on the earlier of the day prior to the next annual meeting of the Issuer's shareholders held after the date of grant or the one-year anniversary of the date of grant, subject to continued service.
• Beneficially owns 4,588 unvested RSUs directly following the reported transaction.
• Indirectly holds 41,976 shares of Class A Common Stock through the Virginia Gambale REV Trust DTD 5/22/2003, for which Ms. Gambale serves as trustee.
• The indirect holding includes 3,646 shares transferred from direct to indirect ownership (to the Trust) on December 11, 2025, which did not change her pecuniary interest.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive, reflecting a routine RSU grant to a director, which aligns management incentives with shareholder interests. It does not contain any negative news or significant positive operational updates.

Positives

• Grant of 4,588 restricted stock units (RSUs) to Director Virginia Gambale, aligning her interests with shareholders.
• RSUs vest upon continued service, indicating management's commitment to the company.

Future Outlook

The 4,588 restricted stock units granted to Director Virginia Gambale are scheduled to vest in full on the earlier of the day prior to the next annual meeting of shareholders or the one-year anniversary of the grant date, contingent on her continued service to Nutanix, Inc.

Industry Context

This filing represents a routine equity compensation grant to a director, common practice in the technology industry to align executive and director incentives with long-term shareholder value. It does not provide specific insights into broader industry trends or competitive positioning beyond standard governance practices.

Corporate Governance

Related Party Transactions

• Transfer of 3,646 shares of Class A common stock from direct ownership to the Virginia Gambale REV Trust DTD 5/22/2003, for which Ms. Gambale serves as trustee. This transfer did not change her pecuniary interest.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with long-term shareholder value.
• Employees: No direct impact on general employees mentioned.

Next Steps

• The restricted stock units are expected to vest on the earlier of the day prior to the next annual meeting of shareholders or the one-year anniversary of the grant date, subject to continued service.

Key Dates

Keywords

Nutanix, NTNX, Form 4, Insider Transaction, Restricted Stock Units, RSU, Director, Virginia Gambale, Equity Compensation, Beneficial Ownership