Nutanix, Inc. — Director's Dealing 2024

Jan 10, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2024-01-07

Reporting Person: RAMASWAMI RAJIV (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-01-07	Performance-Based Restricted Stock Units	$	A	238398	Acquired		Class A Common Stock (238398)	Direct
2024-01-07	Performance-Based Restricted Stock Units	$	A	327083	Acquired		Class A Common Stock (327083)	Direct

Footnotes

F1: Each Performance-Based Restricted Stock Unit, or PRSU, represents a contingent right to receive one share of Issuer's Class A common stock.

F2: Reflects shares that the Reporting Person would receive upon settlement of the PRSUs at the target level of performance, provided that the actual number of PRSUs that would become eligible to vest range from 0% to 200% of the target number of PRSUs based on actual achievement. PRSUs would become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on the grant date and ending on July 31, 2027: (i) 100% for a stock price hurdle of $70, (ii) 150% for a stock price hurdle of $80, and (iii) 200% for a stock price hurdle of $90. A stock price hurdle would be achieved only if the average closing price of the Issuer's Class A common stock is equal to or greater than the hurdle for 90 consecutive calendar days. If PRSUs become eligible to vest, the eligible PRSUs would vest on September 15, 2027, subject to the Reporting Person's continued employment as Chief Executive Officer through the vesting date.

F3: Reflects shares that the Reporting Person would receive upon settlement of the PRSUs at the target level of performance, provided that the actual number of PRSUs that would become eligible to vest range from 0% to 200% of the target number of PRSUs based on actual achievement. PRSUs would become eligible to vest upon achievement of certain annual recurring revenue hurdles as of July 31, 2027 and/or certain free cash flow hurdles for the last four completed fiscal quarters ending on July 31, 2027. If PRSUs become eligible to vest, the eligible PRSUs would vest on September 15, 2027, subject to the Reporting Person's continued employment as Chief Executive Officer through the vesting date.