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

What Happened
Brian Martin, Chief Legal Officer of Nutanix (NTNX), had restricted stock units convert into common shares on 2026-09-15. The filing shows conversions (code M) of 2,825 and 1,902 shares (reported as acquired at $0), and the issuer withheld 12,570 shares to satisfy tax withholding obligations (code F) at $67.99 per share, generating $854,634 in tax withholding proceeds. The conversion price is $0 because these were RSUs vesting into shares, not a cash purchase.

Key Details

• Transaction date: 2026-09-15; Form 4 filed: 2026-09-17 (timely within reporting window).
• Converted shares reported: 2,825 and 1,902 (total reported acquisitions = 4,727 shares at $0).
• Shares withheld for taxes: 12,570 shares at $67.99 per share = $854,634 (reported as disposition under code F).
• Footnotes: these are RSUs (each RSU = 1 share); withholding represents shares retained to cover tax obligations on vesting. Vesting schedule referenced: initial 25% vested 9/15/2025, with remaining vesting in quarterly installments.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Transaction type explanation: M = exercise/conversion of derivative (RSU conversion); F = shares withheld for tax withholding. This is routine RSU vesting with share withholding, not an open-market sale.

Context
This filing documents a routine tax-withholding on RSU vesting rather than a discretionary market sale or a purchase. The underlying RSUs vested into shares (reported at $0 acquisition price), and the company retained shares to pay taxes — a common, administrative transaction that does not necessarily signal insider sentiment.