Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 6, 2024
(Exact name of registrant as specified in its charter)
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(Commission File Number)
(IRS Employer
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1740 Technology Drive, Suite 150
San Jose, California 95110
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(408) 216-8360
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Not Applicable
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Securities registered pursuant to Section 12(b) of the Act:

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Class A Common Stock, $0.000025 par value per share
  The Nasdaq Global Select Market

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 6, 2024, Tyler Wall, Chief Legal Officer of Nutanix, Inc. (the “Company”), notified the Company of his decision to retire as Chief Legal Officer. Mr. Wall has served as the Company’s Chief Legal Officer since 2017, and the Company would like to thank Mr. Wall for his dedicated service and contributions to the Company.
In connection with his planned retirement, the Company entered into a transition agreement with Mr. Wall on February 7, 2024 (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Wall has agreed to continue employment with the Company through June 30, 2024 (the “Transition Period”) and, during the Transition Period, will continue to receive his regular base salary, continue to vest in all outstanding equity awards according to their terms, and continue to be eligible to participate in all then-available Company benefit plans at the same level. In connection with the Transition Agreement, following the end of the Transition Period, Mr. Wall will receive a severance payment of $1.35 million and COBRA payments for 12 months. In connection with Mr. Wall’s transition, the Company has initiated a search for a successor.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 8, 2024
/s/ Rukmini Sivaraman
Rukmini Sivaraman
Chief Financial Officer