Nutanix Discloses Board Departure and Finalizes Transition Agreement for Former CCO

Executive & Board Changes Summary

Nutanix, Inc. filed a Form 8-K under Item 5.02 disclosing two corporate governance updates:

1. Board Departure (Craig Conway)

• Date of Notice: October 5, 2026
• Details: Director Craig Conway notified Nutanix of his decision not to stand for re-election to the Board of Directors at the upcoming 2026 Annual Meeting of Stockholders.
• Status: Mr. Conway will continue to serve as a director until the 2026 Annual Meeting.
• Disagreements: The filing confirms that Mr. Conway's decision is not due to any disagreement with Nutanix regarding its operations, policies, or practices.

2. Transition Advisory Services Agreement (Tarkan Maner)

• Context: Following the previous September 24, 2026 announcement of Tarkan Maner stepping down as President and Chief Commercial Officer, Nutanix finalized a senior advisor transition arrangement on October 7, 2026.
• Role & Scope: Mr. Maner will serve as a senior advisor for a 12-month period providing strategic support for business opportunities, partner/customer relationship transitions, and strategic initiatives.
• Fees: $37,500 per month (totaling up to $450,000 across the full 12-month term).
• Equity & Severance: The agreement includes no severance benefits, make-whole payments, new equity grants, or acceleration of vesting. Outstanding equity awards will continue their normal vesting schedule while advisory services are rendered.
• Termination: Either party may terminate the agreement upon 30 days' prior written notice, or immediately for cause.

Market & Governance Impact

• Governance: Routine board succession with an amicable departure and orderly executive transition arrangements.
• Trading Significance: Low. The departure of Mr. Maner was already known to the market, and this agreement smoothly transitions operational relationships without dilutive grants or material unbudgeted cash outlays.