Form 4: Nutanix Executive Reports Stock Transactions

Nutanix Chief Legal Officer Brian Martin reported transactions involving Class A Common Stock and Restricted Stock Units.

Summary

• Brian Martin, Chief Legal Officer at Nutanix, Inc., reported several transactions related to Class A Common Stock and Restricted Stock Units (RSUs) on June 15, 2026.
• He acquired 2,825 shares of Class A Common Stock and 1,902 shares of Class A Common Stock, both acquired under a Rule 10b5-1(c) plan, with a transaction code 'M'.
• Additionally, 1,697 shares of Class A Common Stock were disposed of, with a transaction code 'F', at a price of $49.4, representing shares withheld for tax obligations.
• Following these transactions, Martin beneficially owns 13,825 shares directly and 15,727 shares directly.
• The filing also details the vesting of RSUs, with 2,825 RSUs converted to Class A Common Stock and 1,902 RSUs converted to Class A Common Stock, both under a Rule 10b5-1(c) plan.
• These RSUs are part of a vesting schedule where 25% vested on September 15, 2025, and the remainder vests quarterly thereafter, or in 16 equal quarterly installments starting December 15, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine stock transactions and RSU vesting by an executive, which are standard disclosures and do not inherently signal positive or negative company performance.

Positives

• Acquisition of 2,825 shares of Class A Common Stock under a 10b5-1(c) plan indicates proactive portfolio management.
• Acquisition of 1,902 shares of Class A Common Stock under a 10b5-1(c) plan further demonstrates strategic stock management.
• Vesting of Restricted Stock Units (RSUs) signifies continued equity accumulation and potential future value realization for the executive.
• The total beneficial ownership of 29,552 shares (13,825 + 15,727) indicates a significant personal stake in the company.

Negatives

• Disposal of 1,697 shares of Class A Common Stock to cover tax withholding obligations, while standard, represents a reduction in direct shareholding.

Risks

• The disposal of shares for tax withholding obligations, while routine, could be perceived negatively if it represents a significant portion of holdings or occurs during a period of stock price decline.
• The reliance on Rule 10b5-1(c) plans, while providing an affirmative defense against insider trading allegations, still involves the executive selling or acquiring shares, which can be subject to market fluctuations.

Future Outlook

The filing details the ongoing vesting schedule for Restricted Stock Units, indicating continued equity grants and potential future share ownership for the reporting person based on continued service.

Industry Context

StockSavvy.ai notes that Form 4 filings are standard disclosures for executives and directors, providing transparency into insider stock transactions. The use of Rule 10b5-1(c) plans by Nutanix executives is a common practice to manage personal stock portfolios while adhering to insider trading regulations.

Stakeholder Impact

• Shareholders: Increased transparency into executive stock holdings and transactions.
• Employees: The vesting of RSUs indicates continued equity-based compensation and potential for wealth creation for the executive.
• Management: Demonstrates adherence to regulatory requirements for reporting stock transactions.

Next Steps

• Continued quarterly vesting of Restricted Stock Units as per the outlined schedule.
• Potential future transactions by the reporting person under the Rule 10b5-1(c) plan.

Key Dates

Keywords

Nutanix, NTNX, Form 4, Insider Trading, Stock Transaction, Class A Common Stock, Restricted Stock Units, RSU Vesting, Beneficial Ownership, Rule 10b5-1(c), Chief Legal Officer, Brian Martin