Form 4: Nutanix Director Max de Groen Reports RSU Grant

Nutanix Director Max Pieter de Groen reported the acquisition of 4,588 restricted stock units, increasing his direct beneficial ownership in the company.

Summary

• Max Pieter de Groen, a Director of Nutanix, Inc. (NTNX), reported the acquisition of 4,588 Class A Common Stock Restricted Stock Units (RSUs).
• The transaction date for these RSUs was December 12, 2025.
• These RSUs were acquired at a price of $0, as is typical for equity grants.
• The RSUs will vest in full on the earlier of (i) the day prior to the next annual meeting of Nutanix shareholders held after the grant date or (ii) the one-year anniversary of the grant date, in each case, subject to continued service to the Issuer through the applicable vesting date.
• Following this transaction, Max Pieter de Groen directly beneficially owns 45,334 shares, which includes the 4,588 unvested RSUs.
• He also indirectly beneficially owns 5,355,285 shares of Class A common stock held directly by BCPE Nucleon (DE) SPV, LP. Max Pieter de Groen is a Partner of Bain Capital Investors, LLC, the ultimate general partner of BCPE Nucleon, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: The grant of equity to a director is generally a positive signal, aligning interests and incentivizing long-term performance. It's a routine event, so the score is moderately positive rather than highly impactful.

Positives

• The grant of 4,588 Restricted Stock Units (RSUs) to a director aligns management's interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The RSUs vest over time, incentivizing long-term commitment and performance from the director.

Future Outlook

The 4,588 Restricted Stock Units granted to Max Pieter de Groen are subject to vesting conditions, which will occur on the earlier of the day prior to the next annual meeting of Nutanix shareholders or the one-year anniversary of the grant date (December 12, 2025), contingent on his continued service to the Issuer.

Industry Context

This Form 4 filing reports a routine equity grant to a director, which is a common practice across industries to incentivize leadership and align their interests with shareholders. It does not provide broader industry trends or competitive analysis.

Related Party Transactions

• Max Pieter de Groen's indirect beneficial ownership of 5,355,285 shares through BCPE Nucleon (DE) SPV, LP, where he is a Partner of Bain Capital Investors, LLC, represents a related party interest. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with those of shareholders, potentially fostering decisions that enhance long-term shareholder value.

Next Steps

• The 4,588 Restricted Stock Units (RSUs) will vest on the earlier of the day prior to the next annual meeting of Nutanix shareholders or the one-year anniversary of the grant date (December 12, 2025), subject to continued service.

Key Dates

Keywords

Nutanix, NTNX, Max Pieter de Groen, Restricted Stock Units, RSU, Insider Transaction, Director Compensation, Equity Grant, Beneficial Ownership, Bain Capital