Nutanix, Inc. — Director's Dealing 2025

Mar 6, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nutanix, Inc. (NTNX)
CIK: 0001618732
Period of Report: 2025-03-04

Reporting Person: Humphrey David (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-04	Class A Common Stock	S	5500000	$74.51	Disposed	11354032	Indirect
2025-03-04	Class A Common Stock	J	393097	—	Disposed	10960935	Indirect
2025-03-06	Class A Common Stock	G	25489	—	Disposed	40746	Direct

Footnotes

F1: Represents shares of the Issuer's common stock held directly by BCPE Nucleon (DE) SPV, LP ("BCPE Nucleon").

F2: David Humphrey is a Partner of Bain Capital Investors, LLC ("BCI"), the ultimate general partner of BCPE Nucleon. Voting and investment decisions with respect to securities held by BCPE Nucleon are made by the partners of BCI. As a result, Mr. Humphrey may be deemed to share voting and dispositive power with respect to the securities held by BCPE Nucleon. Mr. Humphrey disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

F3: On March 4, 2025 BCPE Nucleon distributed 393,097 shares of Common Stock to one or more members or partners of BCPE Nucleon, including 25,489 shares of Common Stock to Mr. Humphrey, in connection with certain charitable gifts made on March 6, 2025.

F4: Mr. Humphrey made a charitable gift of all 25,489 shares of Common Stock that he received in connection with the distribution described in footnote 3 above.

F5: The amount reported includes 3,646 unvested restricted stock units, which are issuable into shares of the Issuer's Class A common stock upon vesting.