Martin Brian 4

4 · Nutanix, Inc. · Filed Jun 17, 2026

AI-generated summary of this filing

Updated Jun 17, 2026

Nutanix (NTNX) CLO Brian Martin Exercises RSUs; Shares Withheld

What Happened

Brian Martin, Chief Legal Officer of Nutanix (NTNX), had restricted stock units (RSUs) convert into 4,727 shares on June 15, 2026 (two conversion events: 2,825 and 1,902 shares). The RSUs converted at $0.00 (no exercise price).
To satisfy tax withholding, 1,697 of those shares were withheld by the company at an indicated price of $49.40 per share, totaling $83,832. Net shares delivered to Martin were 3,030 (4,727 converted − 1,697 withheld).
These transactions are routine RSU vest/settlement activity rather than open-market purchases or sales.

Key Details

Transaction date: June 15, 2026; Form 4 filed June 17, 2026 (timely filing).
Conversion/exercise reported as derivative transactions (code M) at $0.00 for 4,727 shares.
Tax withholding reported as disposition (code F): 1,697 shares withheld at $49.40 each = $83,832.
Net shares received by Martin: 3,030 (4,727 − 1,697).
Footnotes: RSUs represent contingent rights to one share each (F3). Vesting schedule: 25% vested Sept 15, 2025, with remaining vesting in 16 quarterly installments (F4, F5). Filing notes include 602 ESPP shares acquired March 20, 2026 (F1).
Shares owned after the transaction are not specified in the excerpt of the filing.

Context

These entries reflect RSU settlement and standard tax-withholding (company retains shares to cover withholding), not an open-market sale. The $0.00 amounts indicate conversion of RSUs (no cash exercise price). Such tax-withholding is common and does not necessarily indicate a change in insider sentiment.

Form 4

Period: 2026-06-15

Chief Legal Officer

Transactions

Exercise/Conversion
Class A Common Stock
[F1]
2026-06-15+2,825→ 13,825 total
Exercise/Conversion
Class A Common Stock
2026-06-15+1,902→ 15,727 total
Tax Payment
Class A Common Stock
[F2]
2026-06-15$49.40/sh−1,697$83,832→ 14,030 total
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-06-15−2,825→ 25,425 total
→ Class A Common Stock (2,825 underlying)
Exercise/Conversion
Restricted Stock Units
[F3][F5]
2026-06-15−1,902→ 24,725 total
→ Class A Common Stock (1,902 underlying)

Footnotes (5)

[F1]Includes 602 shares of Class A Common Stock acquired under the Nutanix, Inc. Employee Stock Purchase Plan on March 20, 2026.
[F2]Represents shares withheld by the Issuer to satisfy tax withholding obligations arising from the vesting of Reporting Person's Restricted Stock Units, or RSUs.
[F3]Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock.
[F4]The RSUs vested as to 25% of the underlying shares on September 15, 2025, with 1/16th of the remaining shares vesting quarterly thereafter subject to the Reporting Person continuing to provide service to the Issuer through each vesting date.
[F5]The 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.

Signature

/s/ Raymond Hum, Attorney in Fact|2026-06-17

1 file