Nutanix, Inc. — Director's Dealing 2024

Aug 28, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2024-08-26

Reporting Person: Sangster David (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-08-26	Class A Common Stock	A	70437	—	Acquired	134770	Direct
2024-08-26	Class A Common Stock	A	33334	—	Acquired	168104	Direct
2024-08-26	Class A Common Stock	A	16944	—	Acquired	185048	Direct

Footnotes

F1: On October 11, 2021, the Reporting Person was granted performance-based restricted stock units ("FY 2022 PRSUs"). The FY 2022 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2021, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 26, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the third performance period was 200%, resulting in these shares becoming eligible to vest on September 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

F2: On August 25, 2022, the Reporting Person was granted performance-based restricted stock units ("FY 2023 PRSUs"). The FY 2023 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2022, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 26, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the second performance period was 200% but, under the terms of the FY 2023 PRSUs, the achievement percentage was capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.

F3: On August 29, 2023, the Reporting Person was granted performance-based restricted stock units ("FY 2024 PRSUs"). The FY 2024 PRSUs are eligible to vest in up to three installments based on the total shareholder return of the Issuer over one-, two- and three-year performance periods, each commencing on August 1, 2023, relative to the total shareholder return of companies in the NASDAQ Composite Index. On August 26, 2024, the Compensation Committee of the Issuer's Board of Directors determined that the achievement percentage for the first performance period was 200% but, under the terms of the FY 2024 PRSUs, the achievement percentage was capped at 100%, resulting in these shares becoming eligible to vest on September 15, 2024, subject to the Reporting Person continuing to provide service to the Issuer through the vesting date.