Nutanix, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")). As initially disclosed in our Annual Report on Form 10-K/A filed with the SEC on May 24, 2023, our management identified a material weakness in our internal control over financial reporting. As described below, while our management, with the oversight of the Audit Committee of our Board of Directors, has made significant progress toward remediating this material weakness, our management determined that this material weakness has not yet been fully remediated. Accordingly, based on our management’s evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of July 31, 2023. Notwithstanding this material weakness, our management concluded that our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework"). Our management has identified control deficiencies, as previously disclosed, that, individually or in the aggregate, constitute a material weakness in our internal control over financial reporting. While our management, with the oversight of the Audit Committee of our Board of Directors, has made significant progress toward remediating the material weakness, our management has determined that the material weakness has not yet been fully remediated. As a result, our management has concluded that our internal control over financial reporting was not effective as of July 31, 2023. 140 Table of Contents A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified by management primarily relates to design deficiencies in the information and communication component of the COSO Framework, that also impacted the design and operating effectiveness of elements of the risk assessment and other components. In particular, we determined that our controls were not designed and operating effectively to provide the information necessary for our risk assessment process to identify non-compliant use of third-party software as a risk of material misstatement in our financial reporting and we did not effectively reinforce the importance of raising concerns about perceived unethical conduct in a timely manner. These control deficiencies, individually or in the aggregate, create a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis, and constitute a material weakness in our internal control over financial reporting. This material weakness resulted in an immaterial error in the reporting of expenses for software licenses and support for each prior period beginning in August 2014, which we have corrected prospectively as we issue future financial statements, as disclosed in Note 2 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K. We have evaluated the materiality of this error and determined that the impact is not material to our previously issued financial statements. Remediation Efforts to Address Material Weakness Our management and the Audit Committee of our Board of Directors are committed to remediating the material weakness and strengthening our overall internal control over financial reporting. To this end, our management, with oversight from the Audit Committee, has implemented many of the remedial measures outlined in the remediation plan initially disclosed in our Annual Report on Form 10-K/A filed with the SEC on May 24, 2023 and remains in the process of implementing the remaining remedial measures. Our goal is to implement the remaining remedial measures by the end of the fiscal quarter ending January 31, 2024. To date, we have implemented the following remedial measures outlined in the remediation plan: • We have enhanced management’s quarterly sub-certification process related to non-compliant use of third-party software and increased the certifiers’ awareness of financial reporting implications of non-compliant use of third-party software. • We have enhanced management’s disclosure committee process related to non-compliant use of third-party software. • We have enhanced the finance department’s process for collecting information about unaccrued software expenditures and/or other potential unrecorded usage of third-party software. • We have educated business unit representatives on understanding potential items, activities or services that require accrual. • We have trained relevant employees on appropriate software acquisition and usage practices and software licensing compliance. • We have revised our code of business conduct and ethics to reinforce the importance of compliant use of third-party software. • We have provided additional training of, and communications to, employees to further promote ethical conduct and timely escalation of concerns. 141 Table of Contents The remaining remedial measures outlined in the remediation plan, which are being implemented as scheduled, include the following: • Completing the design and implementation of additional systems, processes and controls over third-party software license procurement, usage, and compliance. Our management believes that the remediation measures described above will remediate the material weakness and strengthen our overall internal control over financial reporting. As our management continues to evaluate and work to enhance our internal control over financial reporting, our management may take additional measures to address control deficiencies or we may modify some of the remediation measures described above. The material weakness will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The effectiveness of our internal control over financial reporting as of July 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears below. Limitations on the Effectiveness of Controls Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting Except for the remediation measures we have implemented to address the previously identified material weakness noted above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 142 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Nutanix, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Nutanix, Inc. and subsidiaries (the "Company") as of July 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of July 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended July 31, 2023, of the Company and our report dated September 21, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 143 Table of Contents Material Weakness A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management's assessment. The material weakness relates to design deficiencies in the information and communication component of the COSO framework, that also impacted the design and operating effectiveness of elements of the risk assessment and other components. In particular, controls were not designed and operating effectively to provide the information necessary for the risk assessment process to identify non-compliant use of third-party software as a risk of material misstatement in the Company’s financial reporting and did not effectively reinforce the importance of raising concerns about perceived unethical conduct in a timely manner. This resulted in the understatement of expenses for software licenses and support for prior periods. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended July 31, 2023, of the Company, and this report does not affect our report on such financial statements. /s/ DELOITTE & TOUCHE LLP San Jose, California September 21, 2023 144 Table of Contents Item 9B. Other Information Rule 10b5-1 Trading Plans On June 14, 2023 , David Sangster , our Chief Operating Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Sangster’s plan provides for the sale of up to 101,474 shares of Class A common stock and up to 50% of the net shares that Mr. Sangster may receive from the vesting of certain outstanding awards of restricted stock units from time to time between September 13, 2023 through August 8, 2024. Due to pricing conditions in the plan and the vesting conditions of the awards, the number of shares actually sold under the plan may be less than the maximum number of shares that can be sold. The plan will expire on September 13, 2024, or earlier if all transactions under the plan are completed. On June 22, 2023 , Rajiv Ramaswami , our President and Chief Executive Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c ) under the Exchange Act. Mr. Ramaswami’s plan provides for the sale of up to 210,098 shares of Class A common stock upon vesting of restricted stock units and performance-based restricted stock units and up to 20% of the net shares that Mr. Ramaswami may receive from the vesting of certain outstanding awards of restricted stock units and performance-based restricted stock units from time to time between September 21, 2023 through August 8, 2024. Due to pricing conditions in the plan and the vesting conditions of the awards, the number of shares actually sold under the plan may be less than the maximum number of shares that can be sold. The plan will expire on September 23, 2024, or earlier if all transactions under the plan are completed. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 145 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated herein by reference to our definitive proxy statement for our 2023 annual meeting of stockholders ("2023 Proxy Statement"), which will be filed not later than 120 days after the end of our fiscal year ended July 31, 2023. Item 11. Executive Compensation The information required by this item is incorporated herein by reference to our 2023 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to our 2023 Proxy Statement. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this item is incorporated herein by reference to our 2023 Proxy Statement. Item 14. Principal Accountant Fees and Services The information required by this item is incorporated herein by reference to our 2023 Proxy Statement. 146 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Consolidated Financial Statements We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. (a)(2) Financial Statement Schedules All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in the consolidated financial statements or the notes thereto. (a)(3) Exhibits See the Exhibit Index below in this Annual Report on Form 10-K. Item 16. Form 10-K Summary None. 147 Table of Contents EXHIBIT INDEX 148 Table of Contents Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 3.1 Amended and Restated Certificate of Incorporation. 8-K 001-37883 3.1 12/12/2022 3.2 Amended and Restated Bylaws. 8-K 001-37883 3.1 10/7/2022 3.3 Certificate of Retirement of Class B Common Stock. 8-K 001-37883 3.1 1/4/2022 4.1 Amended and Restated Investors’ Rights Agreement, dated as of August 26, 2014, as amended, by and among the Registrant and certain of its stockholders. S-1 333-208711 4.1 12/22/2015 4.2 Specimen Class A Common Stock Certificate of the Registrant. S-1/A 333-208711 4.2 4/4/2016 4.3 Form of Warrant to Purchase Shares of Capital Stock by and between the Registrant and certain of its investors. S-1 333-208711 4.3 12/22/2015 4.4 Description of Class A Common Stock. X 4.5 Indenture, dated as of September 24, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-37883 4.1 9/24/2020 4.6 Form of 2.5% Convertible Senior Notes due 2026 (included in Exhibit 4.5) 8-K 001-37883 4.2 9/24/2020 4.7 Indenture, dated as of September 22, 2021, by and between the Registrant and U.S. Bank National Association, as Trustee. 8-K 001-37883 4.1 9/23/2021 4.8 Form of 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.7) 8-K 001-37883 4.2 9/23/2021 10.1 Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers. 10-Q 001-37883 10.1 6/3/2021 10.2+ Second Amended and Restated Outside Director Compensation Policy 10-K 001-37883 10.2 9/21/2021 10.3+ First Amendment to Second Amended and Restated Outside Director Compensation 10-Q 001-37883 10.1 6/2/2022 10.4+ Second Amendment to Second Amended and Restated Outside Director Compensation 10-Q 001-37883 10.1 12/7/2022 10.5+ 2010 Stock Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.2 8/16/2016 10.6+ 2011 Stock Plan and forms of equity agreements thereunder. S-1 333-208711 10.3 12/22/2015 10.7+ 2016 Equity Incentive Plan and forms of equity agreements thereunder. S-1/A 333-208711 10.4 9/19/2016 10.8+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2022) under the 2016 Equity Incentive Plan. 10-Q 001-37883 10.2 12/2/2021 10.9+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2023) under the 2016 Equity Incentive Plan. 10-K 001-37883 10.8 9/21/2022 10.10+ Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2024) under the 2016 Equity Incentive Plan. X 149 Table of Contents Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 10.11+ Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder. 10-Q 001-37883 10.1 5/24/2023 10.12+ Executive Incentive Compensation Plan. S-1 333-208711 10.14 12/22/2015 10.13+ Offer Letter, dated as of December 7, 2020, by and between Nutanix, Inc. and Rajiv Ramaswami. 8-K 001-37883 10.1 12/9/2020 10.14+ Offer Letter, dated as of April 10, 2022, by and between the Registrant and Rukmini Sivaraman. 8-K 001-37883 10.1 4/12/2022 10.15+ Offer Letter, dated as of October 17, 2011, by and between the Registrant and David Sangster. S-1 333-208711 10.11 12/22/2015 10.16+ Offer Letter, dated as of November 20, 2017, by and between the Registrant and Tyler Wall . 10-Q 001-37883 10.1 3/15/2018 10.17+ Change of Control and Severance Policy. 10-K 001-37883 10.16 9/21/2022 10.18+ Executive Severance Policy. 10-K 001-37883 10.17 9/21/2021 10.19† Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of May 16, 2014, by and among the Registrant, Nutanix Netherlands B.V. and Super Micro Computer Inc., as amended by Amendment One to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 13, 2017 and Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement dated as of October 31, 2018. 10-Q 001-37883 10.2 6/5/2019 10.20† Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of October 31, 2018, by and between the Registrant and Super Micro Computer, Inc. 10-Q 001-37883 10.3 12/10/2018 10.21 Participation Agreement to the Original Equipment Manufacturer Purchase Agreement, entered into as of September 26, 2019, by and between the Registrant, Nutanix Netherlands B.V. and Super Micro Computer, Inc. 10-Q 001-37883 10.5 12/5/2019 10.22† Amendment Three to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of December 20, 2020, by and between the Registrant and Super Micro Computer Inc. 10-Q 001-37883 10.1 3/4/2021 10.23† Amendment Four to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 5, 2021, by and between the Registrant and Super Micro Computer Inc. 10-Q 001-37883 10.1 3/10/2022 10.24 Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership. S-1/A 333-208711 10.15 8/16/2016 10.25 Office Lease, dated as of April 23, 2014, as amended to date, by and between the Registrant and CA-Metro Plaza Limited Partnership. S-1/A 333-208711 10.16 8/16/2016 10.26 Sixth Amendment to the Office Lease dated as of January 29, 2018, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 6/12/2018 150 Table of Contents Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 10.27 Seventh Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.2 6/12/2018 10.28 Eighth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.3 12/3/2020 10.29 Ninth Amendment to the Office Lease dated as of August 23, 2021, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.1 12/2/2021 10.30 Tenth Amendment to the Office Lease dated as of May 18, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-Q 001-37883 10.3 6/2/2022 10.31 Eleventh Amendment to the Office Lease dated as of June 28, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-K 001-37883 10.34 9/21/2022 10.32 Twelfth Amendment to the Office Lease dated as of August 31, 2022, by and between the Registrant and Hudson 1740 Technology, LLC. 10-K 001-37883 10.35 9/21/2022 10.33 Fourth Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.3 6/12/2018 10.34 Fifth Amendment to the Office Lease dated as of October 1, 2018, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.1 12/10/2018 10.35 Sixth Amendment to the Office Lease dated as of April 5, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.28 9/24/2019 10.36 Seventh Amendment to the Office Lease dated as of April 25, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.29 9/24/2019 10.37†† Eighth Amendment to the Office Lease, dated as of September 17, 2019, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.1 12/5/2019 10.38 Ninth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Metro Plaza, LLC. 10-Q 001-37883 10.5 12/3/2020 10.39 Tenth Amendment to the Office Lease, dated as of June 28, 2022, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.42 9/21/2022 10.40 Eleventh Amendment to the Office Lease, dated as of August 31, 2022, by and between the Registrant and Hudson Metro Plaza, LLC. 10-K 001-37883 10.43 9/21/2022 10.41 Office Lease, dated as of April 4, 2018, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.4 6/12/2018 10.42†† First Amendment to the Office Lease dated as of September 5, 2018, by and between the Registrant and the Hudson Concourse, LLC. 10-K 001-37883 10.31 9/24/2019 10.43 Office Lease for 1741 Technology Dr., dated as of September 5, 2018, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.2 12/10/2018 10.44 First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.2 12/5/2019 151 Table of Contents Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 10.45†† Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.3 12/5/2019 10.46 Second Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Concourse, LLC. 10-Q 001-37883 10.4 12/3/2020 10.47 Third Amendment to the Office Lease, dated as of April 30, 2022, by and between the Registrant and Hudson Concourse, LLC. 10-K 001-37883 10.50 9/21/2022 10.48 Fourth Amendment to the Office Lease, dated as of June 15, 2022, by and between the Registrant and Hudson Concourse, LLC. 10-K 001-37883 10.51 9/21/2022 10.49 Fifth Amendment to the Office Lease, dated as of July 28, 2022, by and between the Registrant and Hudson Concourse, LLC. 10-K 001-37883 10.52 9/21/2022 10.50 Investment Agreement, dated as of August 26, 2020, by and among Nutanix, Inc. and BCPE Nucleon (DE) SPV, LP. 8-K 001-37883 10.1 8/27/2020 10.51 Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP. 8-K 001-37883 10.1 9/24/2020 21.1 List of significant subsidiaries of the Registrant. X 23.1 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. X 24.1 Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K). X 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* X 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* X 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101. Inline XBRL Taxonomy Extension Definition. X 101. Inline XBRL Taxonomy Extension Label Linkbase X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 152 Table of Contents Incorporated by Reference Number Exhibit Title Form File No. Exhibit Filing Date Filed Herewith 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) X † Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission. †† Certain confidential information contained in this Exhibit was omitted by means of marking such portions with brackets because the identified confidential information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential. * These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Nutanix, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filings. +Indicates a management contract or compensatory plan or arrangement. 153 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NUTANIX, INC. Date: September 21, 2023 By: /s/ Rajiv Ramaswami Rajiv Ramaswami President and Chief Executive Officer (Principal Executive Officer) 154 Table of Contents POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rajiv Ramaswami and Rukmini Sivaraman, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Rajiv Ramaswami President and Chief Executive Officer (Principal Executive Officer) September 21, 2023 Rajiv Ramaswami /s/ Rukmini Sivaraman Chief Financial Officer (Principal Financial and Accounting Officer) September 21, 2023 Rukmini Sivaraman /s/ Craig Conway Director September 21, 2023 Craig Conway /s/ Max de Groen Director September 21, 2023 Max de Groen /s/ Virginia Gambale Director September 21, 2023 Virginia Gambale /s/ Steven J. Gomo Director September 21, 2023 Steven J. Gomo /s/ David Humphrey Director September 21, 2023 David Humphrey /s/ Gayle Sheppard Director September 21, 2023 Gayle Sheppard /s/ Brian M. Stevens Director September 21, 2023 Brian M. Stevens /s/ Mark Templeton Director September 21, 2023 Mark Templeton 155