What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-24 compared with 2024-09-19 · 258 added, 272 removed, 927 unchanged (36% of the section changed)

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Deficit

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Balance Sheet Components

Convertible Senior Notes

Commitments and Contingencies

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Segment Information

Subsequent Event

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of Nutanix, Inc.

and subsidiaries (the "Company") as of July 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' deficit, and cash flows, for each of the three years in the period ended July 31, 2024, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of July 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders' deficit, and cash flows, for each of the three years in the period ended July 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services.

The Company offers customers an enterprise cloud platform, which can be pre-installed on hardware or delivered separately, as well as related support subscriptions and professional services.

Product revenue was $1.1 billion and support, entitlements and other services was $1.1 billion for the year ended July 31, 2024.

The Company offers customers an enterprise cloud platform, which can be preinstalled on hardware or delivered separately, as well as related support subscriptions and professional services.

Product revenue was $1.3 billion and support, entitlements, and other services revenue was $1.2 billion for the year ended July 31, 2025.

Significant judgment is exercised by the Company in determining revenue recognition for the Company’s customer contracts, and includes the following:

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Our audit procedures related to the Company’s revenue recognition for the Company’s customer contracts included the following, among others:

• We tested the effectiveness of controls related to the identification of distinct performance obligations and determination of the standalone selling prices

• We tested the effectiveness of controls related to the identification of distinct performance obligations and the determination of the standalone selling prices.

• We evaluated management’s significant accounting policies related to revenue recognition for reasonableness.

• We selected a sample of recorded revenue transactions and performed the following procedures:

– Obtaining and reading customer source documents and the contract for each selection, including master agreements and related amendments to evaluate if relevant contractual terms have been appropriately considered by management.

– Evaluating management’s application of their accounting policy and tested revenue recognition for specific performance obligations by comparing management’s conclusions to the underlying contract, master agreement, and any related amendments, if applicable.

– Testing the mathematical accuracy of management’s calculations of revenue recognized in the financial statements

– Obtained and read customer source documents and the contract for each selection, including master agreements and related amendments to evaluate if relevant contractual terms have been appropriately considered by management.

– Evaluated management’s application of their accounting policy and tested revenue recognition for specific performance obligations by comparing management’s conclusions to the underlying contract, master agreement, and any related amendments, if applicable.

– Tested the mathematical accuracy of management’s calculations of revenue recognized in the financial statements.

• We evaluated the reasonableness of management’s estimate of standalone selling prices for products and services that are not sold separately by performing the following:

– Assessing the appropriateness of the Company’s methodology and mathematical accuracy of the determined standalone selling prices

– Testing the completeness and accuracy of the source data utilized in management’s calculations

– Assessed the appropriateness of the Company’s methodology and the mathematical accuracy of the determined standalone selling prices.

– Tested the completeness and accuracy of the source data utilized in management’s calculations.

/s/ DELOITTE & TOUCHE LLP

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Stockholders’ deficit:

Preferred stock, par value of $ 0.000025 per share— 200,000 shares

authorized as of July 31, 2023 and 2024;

no shares issued and

outstanding as of July 31, 2023 and 2024

Common stock, par value of $ 0.000025 per share— 1,000,000 Class

A shares authorized as of July 31, 2023 and 2024;

and 265,181 Class A shares issued and outstanding as of July 31,

2023 and 2024, respectively

A shares authorized as of July 31, 2024 and July 31, 2025;

265,181 and 269,045 Class A shares issued and outstanding as of

July 31, 2024 and July 31, 2025, respectively

Additional paid-in capital

Accumulated other comprehensive (loss) income

Accumulated other comprehensive income

Accumulated deficit

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(Loss) income from operations

Other expense, net

Loss before provision for income taxes

Other (expense) income, net

(Loss) income before provision for income taxes

Provision for income taxes

Net loss per share attributable to Class A and Class

B common stockholders, basic and diluted (1)

Net (loss) income

Net (loss) income per share attributable to Class A

common stockholders, basic

Net (loss) income per share attributable to Class A

common stockholders, diluted

Weighted average shares used in computing net

loss per share attributable to Class A and Class B

common stockholders, basic and diluted (1)

(1) Effective January 3, 2022, all of the then outstanding shares of Nutanix, Inc.

Class B common stock were automatically converted into the same number of shares of Nutanix, Inc.

Class A common stock.

See Note 8 for further details.

(loss) income per share attributable to Class A

common stockholders, basic

Weighted average shares used in computing net

(loss) income per share attributable to Class A

common stockholders, diluted

See the accompanying notes to the consolidated financial statements.

NUTANIX, INC.

CONSOLIDATED STATEME NTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEME NTS OF COMPREHENSIVE INCOME (LOSS)

Fiscal Year Ended July 31,

(in thousands)

Other comprehensive (loss) income, net of tax:

Change in unrealized (loss) gain on available-for-sale

Net (loss) income

Other comprehensive income, net of tax:

Change in unrealized gain (loss) on available-for-sale

securities, net of tax

Comprehensive loss

Comprehensive (loss) income

See the accompanying notes to the consolidated financial statements.

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Balance - July 31, 2022

Adoption of ASU 2020-06

2026 Notes derivative liability reclassification

Issuance of common stock through employee equity

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Issuance of common stock from ESPP purchase

Repurchase and retirement of common stock

Unwinding of 2023 Notes hedges

Unwinding of 2023 Notes warrants

Shares withheld related to net share settlement of

equity awards

Stock-based compensation

Other comprehensive loss

Other comprehensive income

Balance - July 31, 2023

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equity awards

Repurchase and retirement of common stock

Issuance of common stock related to conversion of

Stock-based compensation

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Repurchase and retirement of common stock

Issuance of common stock related to conversion of

Induced conversion of the 2027 Notes

Stock-based compensation

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Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization

Stock-based compensation

Change in fair value of derivative liability

Loss on debt extinguishment

Amortization of debt discount and issuance costs

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Non-cash interest expense

Inducement expense from partial repurchase of the 2027 Notes

Changes in operating assets and liabilities:

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Repayment of convertible notes

Payments of debt extinguishment costs

Proceeds from unwinding of convertible note hedges

Payments for unwinding of warrants

Proceeds from sales of shares through employee equity incentive plans

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Proceeds from the issuance of convertible notes, net of issuance costs

Payment of third-party debt issuance costs

Partial repurchase of the 2027 Notes

Payment of revolver issuance costs

Repurchases of common stock

Payment of finance lease obligations

Net cash provided by (used in) financing activities

Deferred payment of purchases of property and equipment

Net cash (used in) provided by financing activities

Net increase in cash, cash equivalents and restricted cash

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Forfeited paid-in-kind interest recognized in equity upon note conversion

Unpaid taxes related to net share settlement of equity awards included

in accrued expenses and other liabilities

(1) Included within other assets—non-current in the consolidated balance sheets.

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is headquartered in San Jose, California, and together with its wholly-owned subsidiaries (collectively, "we," "us," "our," or "Nutanix"), has operations throughout North America, Europe, Asia Pacific, the Middle East, Latin America, and Africa.

We are a global leader in cloud software, offering organizations a single platform for running applications and managing data, anywhere.

Our vision is to make hybrid multicloud deployments simple and free customers to focus on achieving their business outcomes.

Our mission is to delight customers with an open hybrid multicloud platform with rich data services to run and manage any application, anywhere.

Our Nutanix Cloud Platform is designed to enable organizations to build a hybrid multicloud infrastructure, providing a consistent cloud operating model with a single platform for running applications and managing data in core data centers, at the edge, and in public clouds, all while supporting a variety of hypervisors and container platforms.

Nutanix Cloud Platform supports a wide variety of workloads with varied compute, storage, and network requirements, including business-critical applications, data platforms (including SQL and NoSQL databases and business intelligence applications), general-purpose workloads (including system infrastructure, networking, and security), and end-user computing and virtual desktop infrastructure services, as well as enterprise artificial intelligence ("AI") workloads (including machine learning and generative AI workloads) and cloud native applications (including modern, containerized applications).

We are a hybrid multicloud computing leader, offering organizations a unified software platform for running applications and AI and managing data anywhere.

Our vision is to simplify the deployment and operation of the increasingly distributed landscape of apps and data while freeing organizations to focus on business goals.

Our mission is to delight customers with an open, secure platform with rich data services that increases their ability to take advantage of new technologies such as cloud native and AI, optimizes how they run their organizations today, and accelerates innovation, efficiency, and growth.

The Nutanix Cloud Platform is designed to enable organizations to build hybrid multicloud infrastructure, providing a consistent cloud operating model with a single platform for running applications and managing data in core data centers, at the edge, and in public clouds, while supporting customer choice across server platforms, storage options, public and managed clouds, and container and virtualization platforms.

The Nutanix Cloud Platform supports a wide variety of workloads with varied compute, storage, and network requirements, including business-critical applications, data platforms (including SQL, NoSQL, and vector databases and business intelligence applications), enterprise AI workloads (including machine learning, generative AI, and agentic AI), general-purpose workloads (including system infrastructure, networking, and security), and end-user computing and virtual desktop infrastructure services, and cloud native applications (including modern, containerized applications).

Our business is organized into a single operating and reportable segment.

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the incremental borrowing rate to measure the present value of right-of-use assets and lease liabilities;

the inputs used to determine the fair value of the contingent liability associated with the conversion feature of the previously outstanding 2.50% convertible senior notes due 2026 (the "2026 Notes");

and contingencies and litigation.

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(1) Less than 10%

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summary of Significant Accounting Policies

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We classify all highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents and all highly liquid investments with stated maturities of greater than three months as marketable securities.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We determine the appropriate classification of our marketable securities at the time of purchase and reevaluate such designation as of each balance sheet date.

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The carrying amounts reported in our consolidated financial statements for cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature.

The fair value of the previously outstanding 0 % convertible senior notes due 2023 (the "2023 Notes") was determined based on the closing trading price per $ 100 of the 2023 Notes as of the last day of trading for the period.

The fair value of the previously outstanding 2.50% convertible senior notes due 2026 was determined based on a binomial model.

The fair value of the outstanding 0.25 % convertible senior notes due 2027 (the "2027 Notes") is determined based on the closing trading price per $ 100 of the 2027 Notes as of the last day of trading for the period.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The fair value of the outstanding 0.50 % convertible senior notes due 2029 (the "2029 Notes") is determined based on the closing trading price per $ 100 of the 2029 Notes as of the last day of trading for the period.

Convertible Senior Notes

Our convertible senior notes, including any embedded conversion features, are accounted for under the traditional convertible debt accounting model and are treated as a liability, net of unamortized issuance costs.

Our convertible senior notes, including any embedded conversion features, are accounted for under the convertible debt accounting model and are treated as a liability, net of unamortized issuance costs.

The carrying amount of the liability is classified as a current liability if we have committed to settle with current assets;

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In accounting for extinguishments of the notes, the reacquisition price of the extinguished notes is compared to the carrying amount of the respective extinguished notes and a gain or loss is recorded in other expense, net on our consolidated statements of operations.

Derivative Liability

We evaluate convertible notes or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging:

Contracts in Entity’s Own Equity.

The result of this accounting guidance could result in the fair value of a financial instrument being classified as a derivative instrument and recorded at fair market value at each balance sheet date and recorded as a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded on our consolidated statements of operations as other income or other expense.

Once the criteria for conversion is fixed, the derivative instrument is marked to fair value and reclassified to equity.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accounts Receivable and Allowance for Credit Losses

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For all other customers, we record an allowance for credit losses based on the length of time the receivable is past due and our historical experience of collections and write-offs.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The changes in the allowance for credit losses are as follows:

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Finance leases are included in property and equipment, net, accrued expenses and other current liabilities and other liabilities—non-current in our consolidated balance sheets.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Right-of-use assets ("ROU assets") represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make payments arising from the lease.

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In determining the appropriate IBR, we consider information including, but not limited to, our credit rating, the lease term and the currency in which the arrangement is denominated.

For leases which commenced prior to our adoption of Accounting Standards Update ("ASU") 2016-02, Leases ("ASC 842"), we used the IBR as of August 1, 2019.

Our lease terms may include renewal options, which are not included in the lease terms for calculating our lease liability, as we are not reasonably certain that we will exercise these renewal options at the time of the lease commencement.

Our lease terms may include renewal options, which are not included in the lease terms for calculating our lease liability, unless we are reasonably certain that we will exercise the renewal option at the time of the lease commencement.

Lease costs are recognized on a straight-line basis as operating expenses within our consolidated statements of operations.

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Additionally, we do not record leases on our consolidated balance sheet that have a lease term of 12 months or less at the lease commencement date.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill, Intangible Assets and Other Long-Lived Assets

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Amounts included in sales and marketing expense relate to customer relationships and trade names.

Goodwill and other intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually, as of May 1 of each year.

Such goodwill and other intangible assets may also be tested for impairment between annual tests in the presence of impairment indicators such as, but not limited to:

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or (ix) a higher discount rate used in the impairment analysis as impacted by an increase in interest rates.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill is tested for impairment by comparing the reporting unit's carrying value, including goodwill, to the fair value of the reporting unit.

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There have been no indicators of impairment of goodwill, intangible assets or other long-lived assets and we did not record any material impairment losses during fiscal 2023, 2024 or 2025 .

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue Recognition

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We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

• Identification of the performance obligations in the contract — Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or services either on their own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract.

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The transaction price is allocated to the separate performance obligations on a relative SSP basis.

For deliverables that we routinely sell separately, such as software entitlement and support subscriptions on our core offerings, we determine SSP by evaluating the standalone sales over the trailing 12 months.

For deliverables that we routinely sell separately, such as software entitlement subscriptions and support subscriptions on our core offerings, we determine SSP by evaluating the standalone sales over the trailing 12 months.

For those that are not sold routinely, we determine SSP based on our overall pricing trends and objectives, taking into consideration market conditions and other factors, including the value of our contracts, the products sold, and geographic locations.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Contract balances — The timing of revenue recognition may differ from the timing of invoicing to customers.

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A receivable is recognized in the period in which we deliver goods or provide services, or when our right to consideration is unconditional.

In situations where revenue recognition occurs before invoicing, an unbilled receivable is created, which represents a contract asset.

This includes situations where revenue recognition occurs before invoicing and an unbilled receivable is created.

The balance of unbilled accounts receivable, included in accounts receivable, net on our consolidated balance sheets, was $ 41.1 million and $ 83.5 million as of July 31, 2024 and 2025, respectively.

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The balance of accounts receivable, net of allowance for credit losses, as of July 31, 2024 and 2025 is presented in the accompanying consolidated balance sheets.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Costs to obtain and fulfill a contract — We capitalize commissions paid to sales personnel and the related payroll taxes when customer contracts are signed.

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Taxes assessed by a government authority that are both imposed on and concurrent with specific revenue transactions between us and our customers are presented on a net basis in our consolidated statements of operations.

Deferred revenue — Deferred revenue primarily consists of amounts that have been invoiced but not yet recognized as revenue and primarily pertains to software entitlement and support subscriptions and professional services.

Deferred revenue — Deferred revenue primarily consists of amounts that have been invoiced but not yet recognized as revenue and primarily pertains to software entitlement subscriptions, support subscriptions and professional services.

The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the consolidated balance sheet date.

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Allocated costs consist of certain facilities, depreciation and amortization, recruiting, and information technology costs, allocated based on headcount.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We generally provide a one-year warranty on hardware sold by us and a 90-day warranty on software licenses.

The hardware warranty provides for parts replacement for defective components and the software warranty provides for bug fixes.

With respect to the hardware warranty obligation, we have a warranty agreement with our contract manufacturers under which the OEMs are generally required to replace defective hardware within three years of shipment.

We generally provide a 90-day warranty on software licenses which provides for bug fixes.

With respect to hardware, we have a warranty agreement with our contract manufacturers under which the OEMs are generally required to replace defective hardware within three years of shipment.

Furthermore, our post-contract customer support ("PCS") agreements provide for the same parts replacement that customers are entitled to under the warranty program, except that replacement parts are delivered according to targeted response times to minimize disruption to the customers’ critical business applications.

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Research and development costs are expensed as incurred.

Currently, we expense the software development costs incurred in the research and development of new products and enhancements to existing products as incurred, as from the inception of the product development, our software products are primarily intended to be marketed and sold to customers on-premises, either standalone and/or with other product offerings.

Currently, we expense software development costs as incurred, as from the inception of the product development, our software products are primarily intended to be marketed and sold to customers on-premises, either standalone and/or with other product offerings.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock-Based Compensation

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We account for forfeitures of all share-based awards when they occur.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Foreign Currency

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Remeasurement gains and losses are included within other expense, net in our consolidated statements of operations.

During the fiscal years ended July 31, 2022, 2023 and 2024 , we recognized foreign currency losses of $ 3.2 million, $ 1.6 million and $ 4.3 million, respectively.

During the fiscal years ended July 31, 2023, 2024 and 2025 , we recognized foreign currency losses of $ 1.6 million, $ 4.3 million a nd $ 0.9 million, respectively.

To date, we have not undertaken any hedging transactions related to foreign currency exposure, but we may do so in the future if our exposure to foreign currency should become more significant.

As our international operations grow, we will continue to reassess our approach to managing our risk relating to fluctuations in currency rates.

Our chief operating decision maker is a group which is comprised of our Chief Executive Officer and Chief Financial Officer.

This group allocates resources and assesses financial performance based upon discrete financial information at the consolidated level.

Our chief operating decision maker is our Chief Executive Officer.

This individual allocates resources and assesses financial performance based upon discrete financial information at the consolidated level.

Accordingly, we have determined that we operate as a single operating and reportable segment.

For additional details, refer to Note 13 of Notes to Consolidated Financial Statements.

We account for income taxes using the asset and liability method.

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The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance on amounts that are more likely than not to be realized.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We record a liability for uncertain tax positions if it is not more likely than not to be sustained based solely on its technical merits as of the reporting date.

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Advertising costs are charged to sales and marketing expense as incurred in our consolidated statements of operations.

During the fiscal years ended July 31, 2022, 2023 and 2024 , advertising expense was $ 13.7 million, $ 11.6 million and $ 14.7 million, respectively.

During the fiscal years ended July 31, 2023, 2024 and 2025 , advertising expense was $ 11.6 million, $ 14.7 mill ion and $ 15.6 million, respectively.

Frame Divestiture

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The fair value of all consideration received exceeded the carrying amount of the Frame business upon closing, resulting in a gain of $ 11.0 million, which is included within other expense, net in our consolidated statement of operations for the fiscal year ended July 31, 2023.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Recently Adopted Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (the "FASB") issued accounting standards update ("ASU") 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments, which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

We early adopted the new standard during the fiscal quarter ended January 31, 2025 and applied it on a prospective basis.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis.

We adopted this standard during the fiscal quarter ended July 31, 2025 and applied it on a fully retrospective basis.

Recently Issued and Not Yet Adopted Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board issued accounting standards update ("ASU") 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which provides for improvements to income tax disclosures.

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The amendments in this update are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

This new ASU will be effective for us beginning in fiscal 2026.

We do not expect this new standard to have a material impact on our disclosures.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the statement of operations.

This new ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

This new ASU will be effective for us beginning in fiscal 2028.

We are currently evaluating the impact this new standard will have on our disclosures.

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Disaggregation of Revenue and Revenue Recognition

Nutanix Cloud Platform can be deployed in core data centers, at the edge, or in public clouds, running on a variety of qualified hardware platforms (including out Nutanix-branded NX hardware line), in popular public cloud environments such as Amazon Web Services ("AWS") and Microsoft Azure through Nutanix Cloud Clusters, or, in the case of our cloud-based software and software-as-a-service ("SaaS") offerings, via hosted service.

The Nutanix Cloud Platform can be deployed in core data centers, at the edge, or in public clouds, running on a variety of qualified hardware platforms (including out Nutanix-branded NX hardware line), in popular public cloud environments such as Amazon Web Services and Microsoft Azure through Nutanix Cloud Clusters, or, in the case of our cloud-based software and software-as-a-service ("SaaS") offerings, via hosted service.

Our subscription term-based licenses are sold separately, or can also be sold alongside configured-to-order servers.

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Total revenue

(1) Prior to fiscal 2024, these amounts were presented as separate line items, Non-portable software and Hardware, as described below.

Prior period amounts have been updated to conform to the current period presentation.

Subscription revenue — Subscription revenue includes any performance obligation which has a defined term and is generated from the sales of software entitlement and support subscriptions, subscription software licenses and cloud-based software-as-a-service offerings.

• Ratable — We recognize revenue from software entitlement and support subscriptions and SaaS offerings ratably over the contractual service period, the substantial majority of which relate to software entitlement and support subscriptions.

These offerings represented approximately $ 770.4 million, $ 905.8 million and $ 1.0 billion of our subscription revenue for fiscal 2022, 2023 and 2024, respectively.

Subscription revenue — Subscription revenue includes any performance obligation which has a defined duration and is generated from the sales of software entitlement subscriptions, support subscriptions, subscription software licenses and cloud-based SaaS offerings.

• Ratable — We recognize revenue from software entitlement subscriptions, support subscriptions and SaaS offerings ratably over the contractual service period, the substantial majority of which relate to software entitlement subscriptions and support subscriptions.

These offerings represented approximately $ 905.8 million , $ 1,029.0 million and $ 1,138.4 million of our subscription revenue for fiscal 2023, 2024 and 2025, respectively.

• Upfront — Revenue from our subscription software licenses is generally recognized upfront upon transfer of control to the customer, which happens when we make the software available to the customer.

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Hardware revenue is generally recognized upon transfer of control to the customer.

Significant changes in the balance of deferred revenue (contract liability) and deferred commissions (contract asset) for the periods presented are as follows:

Significant changes in the balance of deferred revenue (contract liability) and deferred commissions (contract cost asset) for the periods presented are as follows:

(in thousands)

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(1) Includes both billed and unbilled amounts.

During the fiscal year ended July 31, 2023 , we recognized revenue of approximately $ 696.0 million pertaining to amounts deferred as of July 31, 2022.

During the fiscal year ended July 31, 2024 , we recognized revenue of approximately $ 771.2 million pertaining to am ounts deferred as of July 31, 2023.

During the fiscal year ended July 31, 2025 , we recognized revenue of approximately $ 863.1 million pertaining to amounts deferred as of July 31, 2024.

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Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized ("contracted not recognized"), which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenue in future periods and excludes performance obligations that are subject to cancellation terms.

Contracted not recognized revenue was approximately $ 2.1 billion as of July 31, 2024 , of which we expect to recognize approximately 52 % over the next 12 months, and the remainder thereafter.

Contracted not recognized revenue was approximately $ 2,692.6 million as of July 31, 2025 , of which we expect to recognize approximately 49 % within 12 months, approxim ately 36 % o ver the subsequent 13- to 36-month period, and the remainder thereafter.

NUTANIX, INC.

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We have elected the fair value option for the convertible note and will record the changes in its fair value at each reporting period.

As of July 31, 2024 , the fair value of the convertible note was determined to be approximately $ 5.2 million.

We consider this convertible note to be classified within Level III.

As of July 31, 2025, the fair value of the convertible note was determined to be approxim ately $ 5.5 million.

We cons ider this convertible note to be classified within Level III.

The fair value is determined by considering the convertible note’s principal and accrued interest, as well as the convertible note’s option to convert into equity securities, using inputs including debt yields, volatility data, and the value of the underlying equity into which the convertible note could be converted.

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Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value, with the exception of the previously outstanding 2026 Notes and the 2027 Notes.

We report our financial instruments at fair value, with the exception of the 2027 Notes and 2029 Notes (collectively, the "Notes").

Financial instruments that are not recorded at fair value on a recurring basis are measured at fair value on a quarterly basis for disclosure purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying value of the 2026 Notes as of July 31, 2023 included $ 47.6 million of non-cash interest expense that was added to the principal balance, net of unamortized debt discounts of $ 132.8 million and unamortized debt issuance costs of $ 15.2 million.

The carrying value of the 2027 Notes as of July 31, 2024 and 2025 was net of unamortized debt issuance costs of $ 4.9 million and $ 2.9 million, respectively.

The total estimated fair value of the 2026 Notes was based on a binomial model.

We considered the fair value of the 2026 Notes to be a Level III valuation, as the 2026 Notes were not publicly traded.

The Level III inputs used to determine the estimated fair value of the 2026 Notes included the conversion rate, risk-free interest rate, discount rate, volatility, and the price of our Class A common stock.

The total estimated fair value of the 2027 Notes was determined based on the closing trading price per $ 100 of the 2027 Notes as of the last day of trading for the period.

We consider the fair value of the 2027 Notes to be a Level II valuation due to the limited trading activity.

The carrying value of the 2029 Notes as of July 31, 2025 was net of unamortized debt issuance costs of $ 15.7 million.

The total estimated fair values of the Notes were determined based on the closing trading price per $ 100 of the Notes as of the last day of trading for the period.

We consider the fair values of the Notes to be Level II valuations due to the limited trading activity.

BALANCE SHEET COMPONENTS

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As of July 31, 2024 and 2025, unrealized gains and losses from our short-term investments were not material and were not the result of a decline in credit quality.

As a result, as of July 31, 2023 and 2024, we did not record any credit losses for these investments.

As a result, as of July 31, 2024 and 2025 , we did no t record any credit losses for these investments.

The following table summarizes the estimated fair value of our investments in marketable debt securities by their contractual maturity dates:

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Prepaid expenses and other current assets consists of the following:

As of July 31,

(in thousands)

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Total prepaid expenses and other current assets

The decrease in prepaid expenses and other current assets from July 31, 2023 to July 31, 2024 was due primarily to the release of the insurance receivable and the settlement payment related to the February 2023

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

settlement of two securities class actions, as the settlement was paid out during the fiscal quarter ended October 31, 2023.

For additional details on legal proceedings, refer to Note 7.

Property and Equipment, Net

Property and equipment, net consists of the following:

As of July 31,

(in thousands)

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(2) The estimated useful life of software ranges from 36 to 120 months, representing the period during which the software is expected to contribute, either directly or indirectly, to our future cash flows.

Depreciation expense related to our property and equipment was $ 69.3 million, $ 63.3 million and $ 65.6 million for the fiscal years ended July 31, 2022, 2023 and 2024, respectively.

Depreciation expense related to our property and equipment was $ 63.3 million, $ 65.6 millio n and $ 66.3 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.

Intangible Assets, Net

Intangible assets, net consists of the following:

As of July 31,

(in thousands)

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Amortization expense related to our intangible assets is recognized in our consolidated statements of operations within product cost of revenue for developed technology and sales and marketing expense for customer relationships and trade name.

Amortization expense was $ 10.7 million, $ 3.7 million and $ 2.5 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.

NUTANIX, INC.

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Acquisition of intangible assets

Divestiture of Frame intangible assets

Intangible assets, net—ending balance

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Balance at July 31, 2023

Adjustment for Frame divestiture

Balance at July 31, 2023

Adjustment for acquisition

Balance at July 31, 2024

Balance at July 31, 2025

Accrued Compensation and Benefits

Accrued compensation and benefits consists of the following:

As of July 31,

(in thousands)

Accrued commissions and taxes

Accrued bonus

Payroll taxes payable

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Contributions to ESPP withheld

Accrued bonus

Accrued benefits

Accrued wages and taxes

Retirement 401(k) payable

Accrued benefits

Total accrued compensation and benefits

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following:

As of July 31,

(in thousands)

Income taxes payable

Accrued professional services

Litigation settlement reserves

Software usage liability

Total accrued expenses and other current liabilities

The decrease in accrued expenses and other current liabilities from July 31, 2023 to July 31, 2024 was due primarily to the release of the litigation settlement reserve related to the settlement of two securities class actions, which was agreed to in February 2023 but paid out during the fiscal quarter ended October 31, 2023.

For additional details on legal proceedings, refer to Note 7.

In addition, we released the software usage liability related to the completed Audit Committee investigation, as we settled with the vendor.

CONVERTIBLE SENIOR NOTES

In January 2018, we issued the 2023 Notes with a 0 % interest rate for an aggregate principal amount of $ 575.0 million, due in 2023, in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act.

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In January 2023, we settled the 2023 Notes in full at maturity with a cash payment of $ 145.7 million.

The following table sets forth the total interest expense recognized related to the 2023 Notes:

Fiscal Year Ended July 31,

(in thousands)

Interest expense related to amortization of debt issuance

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note Hedges and Warrants

Concurrently with the offering of the 2023 Notes in January 2018, we entered into convertible note hedge transactions with certain bank counterparties, whereby we have the initial option to purchase a total of approximately 11.8 million shares of our Class A common stock at a conversion price of approximately $ 48.85 per share, subject to adjustment for certain specified events.

The total cost of the convertible note hedge transactions was approximately $ 143.2 million.

In addition, we sold warrants to certain bank counterparties, whereby the holders of the warrants have the initial option to purchase a total of approximately 11.8 million shares of our Class A common stock at a price of $ 73.46 per share, subject to adjustment for certain specified events.

We received approximately $ 88.0 million in cash proceeds from the sale of these warrants.

In September 2021, in connection with the exchange and repurchase transactions described above, we terminated portions of the convertible note hedge transactions and warrant transactions previously entered into with certain financial institutions in connection with the issuance of the 2023 Notes.

The net effect of these unwind transactions was a $ 21.5 million cash payment received, consisting of an $ 18.4 million payment for the warrant unwind and the receipt of $ 39.9 million from the hedge unwind.

The amounts paid and received as part of the unwind transactions were recorded to additional paid-in capital within the consolidated balance sheet.

In January 2023, the convertible note hedges and warrant transactions expired concurrently with the maturity of the 2023 Notes.

No settlement is required as the stock has remained below the strike price throughout the unwind settlement averaging period.

In September 2020, we issued $ 750.0 million in aggregate principal amount of the 2026 Notes to BCPE Nucleon (DE) SPV, LP, an entity affiliated with Bain Capital, LP ("Bain").

The total net proceeds from this offering were approximately $ 723.7 million, after deducting $ 26.3 million of debt issuance costs.

The 2026 Notes bore interest at a rate of 2.50 % per annum, with such interest paid in kind ("PIK") on the 2026 Notes held by Bain through an increase in the principal amount of the 2026 Notes, and to be paid in cash on any 2026 Notes transferred to entities that are not affiliated with Bain.

In September 2020, we issued $ 750.0 million in aggregate principal amount of the 2026 Notes to BCPE Nucleon (DE) SPV, LP, an entity affiliated with Bain Capital, LP ("Bain") (the "2026 Notes").

The 2026 Notes bore interest at a rate of 2.50 % per annum, with such interest paid in kind ("PIK") on the 2026 Notes held by Bain through an increase in the principal amount of the 2026 Notes, and that would have been paid in cash on any 2026 Notes transferred to entities that are not affiliated with Bain.

Interest on the 2026 Notes accrued from the date of issuance, September 24, 2020, and was added to the principal amount on a semi-annual basis (on March 15 and September 15 of each year).

The 2026 Notes were set to mature on September 15, 2026, subject to earlier conversion, redemption or repurchase.

In accordance with accounting guidance on embedded conversion features, at issuance, we valued and bifurcated the conversion option associated with the 2026 Notes from the respective host debt instrument, which is treated as a debt discount, and initially recorded the conversion option of $ 230.9 million as a derivative liability in our consolidated balance sheet, with the corresponding amount recorded as a discount to the 2026 Notes and amortized over the term of the 2026 Notes using the effective interest method.

Upon the conversion price of the 2026 Notes becoming fixed, subject to customary anti-dilution and other adjustments, in September 2021, the embedded conversion option for the 2026 Notes no longer required bifurcation because the conversion features were considered indexed to our own equity and met the equity classification conditions.

The carrying amount of the derivative liability of $ 698.2 million as of that date was reclassified to additional paid-in capital within our consolidated balance sheet.

The remaining debt discount that arose from the original bifurcation was amortized over the term of the 2026 Notes.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On June 6, 2024, Bain delivered a notice of conversion to convert $ 817.6 million aggregate principal amount of the 2026 Notes, representing all of the outstanding principal amount as of that date.

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The cash portion was settled using a portion of our existing cash, cash equivalents and short-term investments.

The 2026 Notes were converted in accordance with its original terms and conditions.

The 2026 Notes were converted in accordance with their original terms and conditions.

Upon conversion, because the carrying amount of the conversion option was previously reclassified to equity, the unamortized discount remaining at the date of conversion was recognized as interest expense.

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In addition, the accrued and unpaid interest as of the conversion date was forgiven pursuant to the terms of the indenture and recognized in equity.

The 2026 Notes consisted of the following:

As of July 31,

(in thousands)

Principal amounts:

Non-cash interest expense converted to principal

Unamortized debt discount (conversion feature) (1)

Unamortized debt issuance costs (1)

Net carrying amount

(1) Included in our consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the 2026 Notes using the effective interest rate method.

The effective interest rate was 7.05 % .

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table sets forth the total interest expense recognized related to the 2026 Notes:

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The accrued PIK interest was converted to the principal balance of the 2026 Notes at each payment date.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2021, we issued $ 575 million in aggregate principal amount of 0.25 % convertible senior notes due 2027 consisting of (i) approximately $ 477.3 million principal amount of 2027 Notes in exchange for approximately $ 416.5 million principal amount of the 2023 Notes (the "Exchange Transactions") and (ii) approximately $ 97.7 million principal amount of 2027 Notes for cash (the "Subscription Transactions").

We did not receive any cash proceeds from the Exchange Transactions.

The net cash proceeds from the Subscription Transactions were approximately $ 88.4 million after deducting the offering expenses for both the Exchange Transactions and the Subscription Transactions.

We used (i) approximately $ 14.7 million of the net cash proceeds from the Subscription Transactions to repurchase approximately $ 12.8 million principal amount of the 2023 Notes and (ii) approximately $ 58.5 million of the net cash proceeds from the Subscription Transactions to repurchase approximately 1.4 million shares of our Class A common stock.

In September 2021, we issued $ 575.0 million in aggregate principal amount of 0.25 % convertible senior notes due 2027 consisting of (i) approximately $ 477.3 million principal amount of 2027 Notes in exchange for approximately $ 416.5 million principal amount of the previously outstanding 0 % convertible senior notes due 2023 (the "2023 Notes") and (ii) approximately $ 97.7 million principal amount of 2027 Notes for cash.

In December 2024, we issued $ 862.5 million in aggregate principal amount of 0.50 % convertible senior notes due 2029, discussed below.

We used approximately $ 95.5 million of the net proceeds from the offering to repurchase $ 75.0 million aggregate principal amount of the outstanding 2027 Notes.

The repurchase of $ 75.0 million aggregate principal amount of the outstanding 2027 Notes for approximately $ 95.5 million was accounted for as an induced conversion in accordance with ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20).

The induced conversion resulted in the recognition of an inducement expense of $ 11.3 million within other income (expense), net in our consolidated statement of operations and a reduction to equity of $ 9.7 million.

Subsequent to the completion of this transaction, we had outstanding $ 500.0 million aggregate principal amount of the 2027 Notes.

The 2027 Notes bear interest at a rate of 0.25 % per annum, and pay interest semi-annually in arrears on each April 1 and October 1.

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(1) during any fiscal quarter, and only during such fiscal quarter, if the closing price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on, and including, the last trading day of the preceding fiscal quarter is greater than or equal to 130 % of the then applicable conversion price for the 2027 Notes per share of common stock;

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) during the five business day period after any consecutive five trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2027 Notes for such trading day was less than 98 % of the product of the closing price of our common stock and the then applicable conversion rate on each such trading day;

(3) if we call the 2027 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date;

(3) if we call any or all of the 2027 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2027 Notes called (or deemed called) for redemption;

(4) upon the occurrence of certain specified corporate events.

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In addition, if we undergo a "fundamental change" (as defined in the indenture governing the 2027 Notes) prior to the maturity date, holders of the 2027 Notes may require us to repurchase for cash all or a portion of their 2027 Notes at a repurchase price equal to 100 % of the principal amount of the repurchased 2027 Notes, plus accrued and unpaid interest thereon.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In accounting for the exchange of convertible notes, we evaluated whether the transaction should be treated as a modification or extinguishment transaction.

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The 2027 Notes consisted of the following:

As of July 31,

(in thousands)

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As of July 31, 2025, the remaining life of the 2027 Notes was approximately 2.2 years .

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table sets forth the total interest expense recognized related to the 2027 Notes:

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Total interest expense

In December 2024, we issued $ 862.5 million in aggregate principal amount of 0.50 % convertible senior notes due 2029, including the exercise in full by the initial purchasers of the 2029 Notes of their option to purchase an additional $ 112.5 million principal amount, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The total net proceeds from the offering were approximately $ 844.6 million, after deducting the initial purchasers’ discount and other debt issuance costs.

We used approximately $ 95.5 million of the net proceeds from the offering to repurchase $ 75.0 million aggregate principal amount of the outstanding 2027 Notes and approximately $ 200.0 million of the net proceeds from the offering to repurchase approximately 3.1 million shares of our Class A common stock.

The 2029 Notes bear interest at a rate of 0.50 % per annum, payable semi-annually in arrears on each June 15 and December 15, beginning June 15, 2025.

The 2029 Notes will mature on December 15, 2029, unless earlier converted, redeemed or repurchased.

The 2029 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of Class A common stock, at our election.

Each $ 1,000 of principal of the 2029 Notes is initially convertible into 11.6505 shares of our Class A common stock, which is equivalent to an initial conversion price of approximately $ 85.83 per share, subject to customary anti-dilution adjustments.

Holders of these 2029 Notes may convert them at their option at any time prior to the close of the business day immediately preceding September 15, 2029, only under the following circumstances:

(1) during any fiscal quarter commencing after April 30, 2025, and only during such fiscal quarter, if the closing price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on and including the last trading day of the preceding fiscal quarter is greater than or equal to 130 % of the then applicable conversion price for the 2029 Notes per share of common stock;

(2) during the five business day period after any consecutive five trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of 2029 Notes was less than 98 % of the product of the closing price of our common stock and the then applicable conversion rate on each such trading day;

(3) if we call any or all of the 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2029 Notes called (or deemed called) for redemption;

(4) upon the occurrence of certain specified corporate events.

Upon conversion of the 2029 Notes, we will pay or deliver, as the case may be, cash, shares of our Class A common stock or a combination of cash and shares of Class A common stock, at our election.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The conversion rate will be subject to adjustment in certain events, but will not be adjusted for any accrued or unpaid interest.

Holders who convert their 2029 Notes in connection with certain corporate events that constitute a "make-whole fundamental change" (as defined in the indenture governing the 2029 Notes) are, under certain circumstances, entitled to an increase in the conversion rate.

In addition, if we undergo a "fundamental change" (as defined in the indenture governing the 2029 Notes) prior to the maturity date, holders of the 2029 Notes may require us to repurchase for cash all or a portion of their 2029 Notes at a repurchase price equal to 100 % of the principal amount of the repurchased 2029 Notes, plus accrued and unpaid interest thereon.

The 2029 Notes consisted of the following:

(in thousands)

Principal amounts:

Unamortized debt issuance costs (1)

Net carrying amount

(1) Included in our consolidated balance sheets within convertible senior notes, net and amortized over the remaining life of the 2029 Notes using the effective interest rate method.

The effective interest rate is 0.93 %.

As of July 31, 2025 , the remaining life of the 2029 Notes was approximately 4.4 years .

The following table sets forth the total interest expense recognized related to the 2029 Notes:

Fiscal Year Ended July 31,

(in thousands)

Contractual interest expense

Interest expense related to amortization of debt issuance

Total interest expense

Revolving Credit Agreement

In February 2025, we entered into a revolving credit agreement (the "Revolver") that provides for a senior secured revolving credit facility in an aggregate principal amount of $ 500.0 million, including a $ 25.0 million sublimit for the issuance of letters of credit.

The Revolver matures in February 2030, subject to earlier springing maturity under certain circumstances.

Borrowings, if any, under the Revolver will bear interest, at our option, at a base rate plus an applicable margin ranging from 0.25 % to 1.25 % based upon our total leverage ratio or a term Secured Overnight Financing Rate (or an alternative currency term rate) plus an applicable margin ranging from 1.25 % to 2.25 % based upon our total leverage ratio.

We are also required to pay a commitment fee on the unused portion of the Revolver on a quarterly basis equal to 0.175 % to 0.30 %, depending on our total leverage ratio.

The Revolver contains customary affirmative and negative covenants (including a financial covenant and restrictions on liens, investments, indebtedness, fundamental changes, restricted payments, transactions with affiliates, prepayments of subordinated debt and other matters, all subject to certain exceptions).

The financial covenant requires us to maintain a total leverage ratio of less than or equal to 3.75 :

1.00 , tested at the end of each fiscal quarter.

The financial covenant is subject to a 0.50:1.00 step-up for four fiscal quarters following a material

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

acquisition (as defined in the Revolver).

As of July 31, 2025, we were in compliance with the financial covenant associated with the Revolver.

As of July 31, 2025 , we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver.

We have operating leases for offices, research and development facilities and data centers and finance leases for certain data center equipment.

Our leases have remaining lease terms of one year to approximately six years , some of which include options to renew or terminate.

Our leases have remaining lease terms of one year to approximately five years , some of which include options to renew or terminate.

We do not include renewal options in the lease terms for calculating our lease liability, as we are not reasonably certain that we will exercise these renewal options at the time of the lease commencement.

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Total finance lease cost was $ 3.9 million, $ 4.8 million, and $ 4.5 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.

During fiscal 2022, we signed agreements to early exit certain office spaces in the United States.

The reduction in the lease term resulted in a decrease to the carrying amount of the operating lease liability and the operating lease right-of-use asset on our consolidated balance sheet as of July 31, 2022.

In addition, we recorded $ 0.6 million of expense in our consolidated statement of operations for the fiscal year ended July 31, 2022.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During fiscal 2023, we signed agreements to early exit certain office spaces in the United States and the Netherlands.

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Supplemental balance sheet information related to our leases is as follows:

As of July 31,

(in thousands)

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Weighted average discount rate:

As of July 31,

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

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Finance leases

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The undiscounted cash flows for our lease liabilities as of July 31, 2025 were as follows:

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Long-term lease obligations

As of July 31, 2024 , we had additional operating lease commitments of approximately $ 2.3 million on an undiscounted basis for certain office leases that have not yet commenced.

These operating leases will commence during fiscal 2025, with lease terms of approximately one year .

As of July 31, 2025, we had additional operating lease commitmen ts of approximately $ 7.5 million on an undiscounted basis for certain office leases that have not yet commenced.

These operating leases will commence during fiscal 2025, with lease terms of approximately five years .

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

COMMITMENTS AND CONTINGENCIES

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Other guarantees or indemnification arrangements include guarantees of product and service performance.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We have also agreed to indemnify our directors, executive officers and certain other officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by us, arising out of that person’s services as a director or officer of our company or that person’s services provided to any other company or enterprise at our request.

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Legal Proceedings

In February 2023, we settled the two previously disclosed securities class actions that were brought on behalf of persons or entities who purchased or otherwise acquired our securities and/or transacted in publicly traded call options and/or put options on our stock between November 30, 2017 and May 30, 2019.

The total settlement amount was $ 71.0 million, which was accrued as of July 31, 2023 and included within accrued expenses and other current liabilities on our consolidated balance sheet.

In June 2023, $ 31.1 million of the settlement funds were deposited in escrow and were included within prepaid expenses and other current assets on our consolidated balance sheet as of July 31, 2023.

In October 2023, the court granted final approval of the settlement and the funds were subsequently released from escrow and paid out to the plaintiffs.

The settlement accrual was partially offset by a receivable of $ 39.9 million for amounts recoverable under our applicable insurance policies, which was included within prepaid expenses and other current assets on our consolidated balance sheet as of July 31, 2023.

During the fiscal year ended July 31, 2023, we recorded charges of $ 38.7 million for the settlement and applicable legal fees, net of our insurance receivable.

In September 2023, we settled the previously disclosed securities class action that was brought on behalf of a putative class consisting of persons or entities who purchased or otherwise acquired our securities between September 21, 2021 and March 6, 2023.

The settlement payment was not material.

In November 2023, the court dismissed the securities class action pursuant to the settlement agreement with prejudice as to the lead plaintiff and without prejudice as to the other members of the putative class.

In addition, in December 2023, the plaintiff in the related previously disclosed stockholder derivative action voluntarily dismissed the action.

We are not currently a party to any legal proceedings that we believe to be material to our business or financial condition.

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STOCKHOLDERS’ EQUITY

Effective January 3, 2022, all of our then outstanding shares of Class B common stock, par value $ 0.000025 per share, were automatically converted into the same number of shares of our Class A common stock, par value $ 0.000025 per share, pursuant to the terms of our Amended and Restated Certificate of Incorporation.

No additional shares of Class B common stock will be issued following such conversion.

As a result, as of July 31, 2024 , we had one class of outstanding common stock consisting of Class A common stock.

In December 2022, our stockholders approved an amendment and restatement of our Amended and Restated Certificate of Incorporation, which includes the removal of all provisions related to Class B common stock.

We have one class of outstanding common stock consisting of Class A common stock.

As of July 31, 2025 , we had 1.0 billion shares of Class A common stock authorized, with a par value of $ 0.000025 per share.

As of July 31, 2025, we had 269.0 million shares of Class A co mmon stock issued and outstanding.

As of July 31, 2025 , we had 0.2 million shares of preferred stock authorized, with a par value of $ 0.000025 per share, and no shares issued and outstanding.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of July 31, 2024 , we had 1.0 billion shares of Class A common stock authorized, with a par value of $ 0.000025 per share.

As of July 31, 2024 , we had 265.2 million shares of Class A common stock issued and outstanding.

Holders of Class A common stock are entitled to one vote for each share of Class A common stock held on all matters submitted to a vote of stockholders.

Share Repurchases

In September 2021, we used approximately $ 58.5 million of the net cash proceeds from the issuance of $ 97.7 million in aggregate principal amount of 2027 Notes to repurchase 1.4 million shares of Class A common stock in open market transactions at an average price of $ 42.77 per share.

For additional details on these transactions, refer to Note 5.

In August 2023, our Board of Directors authorized the repurchase of up to $ 350.0 million of our Class A common stock.

Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors.

The authorization has no expiration date, does not obligate us to acquire any particular amount of our common stock, and may be suspended at any time at our discretion.

During the fiscal year ended July 31, 2024 , we repurchased 2.6 million shares of Class A common stock in open market transactions at a weighted average price of $ 50.77 per share for an aggregate purchase price of $ 131.1 million.

As of July 31, 2024 , $ 218.9 million remained available for future share repurchases under the authorization.

In August 2025, our Board of Directors approved a $ 350.0 million increase to the share repurchase authorization.

Repurchases may be made from time to time through open market purchases, in through privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act in accordance with applicable securities laws and other restrictions.

The authorization has no expiration date, may be modified, suspended or discontinued at any time, and does not obligate us to repurchase any minimum number of shares.

During the fiscal year ended July 31, 2024, we re purchased approximately 2.6 million shares of Class A common stock in open market transactions at a weighted average price of $ 50.77 per share for an aggregate purchase price of approximately $ 131.1 million.

During the fiscal year ended July 31, 2025 , we repurchased approximately 1.6 million shares of Class A common stock in open market transactions at a weighted average price of $ 68.25 per share for an aggregate purchase price of approximately $ 107.4 million.

As of July 31, 2025 , approximately $ 111.5 million remained available for future share repurchases under the authorization.

In December 2024, we used approximately $ 200.0 million of the net proceeds from the 2029 Notes offering to repurchase approximately 3.1 million shares of our Class A common stock in privately negotiated transactions at a purchase price equal to $ 64.78 per share.

This share repurchase was executed outside of the existing share repurchase program that was authorized by our Board of Directors in August 2023, described above.

For additional details on this transaction, refer to Note 5.

Common Stock Reserved for Issuance

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Under the 2016 Plan, we may grant incentive stock options, non-statutory stock options, restricted stock, RSUs, and stock appreciation rights to employees, directors and consultants.

We initially reserved 22.4 million shares of our Class A common stock for issuance under the 2016 Plan.

We initially reserved approximately 22.4 million shares of our Class A common stock for issuance under the 2016 Plan.

The number of shares of Class A common stock available for issuance under the 2016 Plan also includes an annual increase on the first day of each fiscal year, beginning in fiscal 2018, equal to the lesser of:

18.0 million shares, 5 % of the outstanding shares of all classes of common stock as of the last day of our immediately preceding fiscal year, or such other amount as may be determined by our Board of Directors.

Accordingly, on August 1, 2022 and 2023, the number of shares of Class A common stock available for issuance under the 2016 Plan increased by 11.3 million and 12.0 million shares, respectively, pursuant to these provisions.

As of July 31, 2024 , we had reserved a total of 42.4 million shares for the issuance of equity awards under the Stock Plans, of which 20.0 million shares were still available for grant.

On August 1, 2024, the number of shares of Class A common stock available for issuance under the 2016 Plan increased by 13.3 million shares pursuant to the automatic increase provisions.

Accordingly, on August 1, 2023 and 2024, the number of shares of Class A common stock available for issuance under the 2016 Plan increased by approximately 12.0 million and 13.3 million shares, respectively, pursuant to these provisions.

As of July 31, 2025 , we had reserved a total of approximately 48.7 million shares for the issuance of equity awards under the Stock Plans, of which approximately 32.4 million shares were still available for grant.

On August 1, 2025 , the number of shares of Class A common stock available for issuance under the 2016 Plan increased by approximately 13.5 million shares pursuant to the automatic increase provisions.

Restricted Stock Units

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While we recognize cumulative stock-based compensation expense for the portion of the awards for which both the service condition has been satisfied and it is probable that the performance conditions will be met, the actual vesting and settlement of PRSUs are subject to the performance conditions actually being met.

In January 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.3 million RSUs subject to certain performance conditions ("PRSUs") to our President and CEO.

In January 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.3 million PRSUs to our President and CEO.

These PRSUs have a grant date fair value per unit of $ 45.86 and will vest up to 200 % based on achievement of specified annual recurring revenue and free cash flow hurdles over a performance period of approximately 3.6 years, subject to his continuous service as CEO through the vesting date.

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While we recognize cumulative stock-based compensation expense for the portion of the awards for which the service condition has been satisfied, regardless of achievement of the specified targets, the actual vesting and settlement of MSUs are subject to the market-based conditions actually being met.

During fiscal 2023, 2024 and 202 5, the Compensation Committee of our Board of Directors approved the grant of approximately 1.3 million, 0.8 million and 0.4 million MSUs, respectively, to certain of our executives.

These MSUs have a weighted average grant date fair value per unit of approximately $ 27.89 , $ 47.65 and $ 93.40 , respectively, and will vest up to 200 % of the target number of MSUs based upon our total shareholder return relative to the total shareholder return of companies in the Nasdaq Composite Index over a performance period of approximately 3.1 years, 3.0 years and 3.0 years, respectively, subject to continuous service on each vesting date.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During fiscal 2022, 2023 and 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.7 million, 1.3 million and 0.8 million, respectively, RSUs subject to certain market conditions to certain of our executives.

These MSUs have a weighted average grant date fair value per unit of approximately $ 46.80 , $ 27.89 and $ 47.65 , respectively, and will vest up to 200 % of the target number of MSUs based upon our total shareholder return relative to the total shareholder return of companies in the Nasdaq Composite Index over a performance period of approximately 2.8 years, 3.1 years and 3.0 years, respectively, subject to continuous service on each vesting date.

In January 2024, the Compensation Committee of our Board of Directors approved the grant of approximately 0.2 million MSUs to our President and CEO.

These MSUs have a weighted average grant date fair value of $ 62.85 and will vest up to 200 % based on achievement of specified stock price hurdles at any time during a performance period of approximately 3.6 years, subject to his continuous service as CEO through the vesting date.

These MSUs have a weighted average grant date fair value of $ 62.85 per unit and will vest up to 200 % based on achievement of specified stock price hurdles at any time during a performance period of approximately 3.6 years, subject to his continuous service as CEO through the vesting date.

Below is a summary of RSU activity and PRSU and MSU (collectively, "PSU") activity under the Stock Plans:

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Outstanding at July 31, 2025

The aggregate grant date fair value of RSUs, including PSUs, vested was $ 314.6 million, $ 281.8 million and $ 299.5 million for the fiscal years ended July 31, 2022, 2023 and 2024, respectively.

(1) For PSUs, includes additional shares granted upon vesting due to achievement over 100 %.

The aggregate grant date fair value of RSUs, including PSUs, vested w as $ 281.8 million, $ 299.5 million and $ 335.7 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.

Stock Options

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Cash received from option exercises was $ 3.7 million, $ 4.2 million and $ 2.8 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.

The total grant date fair value of stock options vested was not material for the fiscal year ended July 31, 2022.

There were no stock options that vested during the fiscal years ended July 31, 2023, 2024 or 2025 .

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If the stock price of our Class A common stock on any purchase date in an offering period is lower than the stock price on the enrollment date of that offering period, the offering period will immediately reset after the purchase of shares on such purchase date and automatically roll into a new offering period.

During the fiscal year ended July 31, 2024 , 1.9 million shares of common stock were purchased under the 2016 ESPP for an aggregate amount of $ 47.3 million.

As of July 31, 2024 , 10.7 million shares were available for future issuance under the 2016 ESPP.

During the fiscal year ended July 31, 2025 , approximately 1.6 million shares of common stock were purchased under the 2016 ESPP for an aggregate amount of approximately $ 66.1 million.

As of July 31, 2025 , approximately 9.2 million shares were available for future issuance under the 2016 ESPP.

NUTANIX, INC.

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This headcount reduction was part of our efforts to drive toward profitable growth.

As of July 31, 2024 , we recognized total restructuring charges of approximately $ 16.3 million, which consisted primarily of one-time severance and other termination benefit costs directly related to this reduction in force.

We recognized total restructuring charges of approximately $ 16.3 million, which consisted primarily of one-time severance and other termination benefit costs directly related to this reduction in force.

Of the approximately $ 16.3 million recognized, $ 0.4 million is included within support, entitlements and other services cost of revenue, $ 13.4 million is included within sales and marketing expense, $ 2.3 million is included within research and development expense, and $ 0.2 million is included within general and administrative expense on our consolidated statements of operations.

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During the fiscal year ended July 31, 2024, we did no t incur any charges and made cash payments of approximately $ 0.4 million.

During the fiscal year ended July 31, 2025 , we did no t incur any charges or make any cash payments.

As of July 31, 2025 , we had no remaining restructuring liability.

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NET INCOME (LOSS) PER SHARE

We adopted ASU 2020-06 on August 1, 2021 using the modified retrospective method, applicable to our convertible senior notes outstanding as of adoption.

We have not changed any previously disclosed amounts or provided additional disclosures for comparative periods.

ASU 2020-06 requires the if-converted method to be applied for all convertible instruments when calculating diluted earnings per share.

Under the if-converted method, shares related to our convertible senior notes, to the extent dilutive, are assumed to be converted into common stock at the beginning of the period.

Basic net income (loss) per share is computed using the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed by giving effect to potentially dilutive common stock equivalents outstanding during the period, as their effect would be dilutive.

Potentially dilutive common shares include shares issuable upon the exercise of stock options, the vesting of RSUs, each purchase under the 2016 ESPP, and common stock issuable upon the conversion of convertible debt under the if-converted method.

Potentially dilutive common shares include shares issuable upon the exercise of stock options, the vesting of RSUs and PSUs, each purchase under the 2016 ESPP, and common stock issuable upon the conversion of convertible debt under the if-converted method.

In loss periods, basic net loss per share and diluted net loss per share are the same, as the effect of potential common shares is antidilutive and therefore excluded.

Effective January 3, 2022, all of our then outstanding shares of Class B common stock, par value $ 0.000025 per share, were automatically converted into the same number of shares of the Company’s Class A common stock, par value $ 0.000025 per share, pursuant to the terms of our Amended and Restated Certificate of Incorporation.

Prior to this conversion, the rights, including the liquidation and dividend rights, of the holders of our Class A and Class B common stock were identical, except with respect to voting.

As the liquidation and dividend rights were identical, our undistributed earnings or losses were allocated on a proportionate basis among the holders of both Class A and Class B common stock.

As a result, the net income (loss) per share attributed to common stockholders was the same for both Class A and Class B common stock on an individual or combined basis.

The computation of basic and diluted net loss per share attributable to common stockholders is as follows:

The computation of basic and diluted net income (loss) per share attributable to common stockholders is as follows:

Fiscal Year Ended July 31,

(in thousands, except per share data)

Weighted average shares, basic and diluted

Net loss per share attributable to common

stockholders, basic and diluted

The following shares of common stock were excluded from the computation of diluted net loss per share for the periods presented, as their effect would have been antidilutive:

Fiscal Year Ended July 31,

Net (loss) income

Interest expense related to convertible senior

notes, net of tax

Diluted net (loss) income

Weighted average shares, basic

Dilutive effect of common stock equivalents

Weighted average shares, diluted

Net (loss) income per share attributable to Class A

common stockholders, basic

Net (loss) income per share attributable to Class A

common stockholders, diluted

The following shares of common stock were excluded from the computation of diluted net income (loss) per share for the periods presented, as their effect would have been antidilutive:

Fiscal Year Ended

(in thousands)

Outstanding stock options and RSUs

Outstanding stock options, RSUs and PSUs

Employee stock purchase plan

Common stock issuable upon the conversion of convertible

Common stock issuable upon the conversion of convertible notes

Shares that will be issued in connection with our stock awards and shares that will be purchased under the employee stock purchase plan are generally automatically converted into shares of our Class A common stock.

Common stock issuable upon the conversion of convertible notes represents the antidilutive impact of the 2026 Notes and 2027 Notes under the if-converted method.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Common stock issuable upon the conversion of convertible notes represents the antidilutive impact of the 2023 Notes, 2026 Notes and 2027 Notes under the if-converted method.

Loss before provision for income taxes by fiscal year consisted of the following:

( Loss) income before provision for income taxes by fiscal year consisted of the following:

Fiscal Year Ended July 31,

(in thousands)

Loss before provision for income taxes

(Loss) income before provision for income taxes

Provision for income taxes by fiscal year consisted of the following:

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Total current taxes

State and local

Total deferred taxes

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Change in valuation allowance

Non-deductible item on fair value remeasurement of

derivative liability

Stock-based compensation

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Tax impact of Frame divestiture

Tax impact of debt conversion

During the fiscal years ended July 31, 2023, 2024 and 2025, our provision for income taxes was primarily attributable to foreign tax provisions in certain foreign jurisdictions in which we conduct business.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the fiscal years ended July 31, 2022, 2023 and 2024, our provision for income taxes was primarily attributable to foreign tax provisions in certain foreign jurisdictions in which we conduct business.

The temporary differences that give rise to significant portions of deferred tax assets and liabilities are as follows:

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Property and equipment

Interest expense carryforward

Total deferred tax assets

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Property and equipment

Convertible notes

Total deferred tax liabilities

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We do not provide for federal income taxes on the undistributed earnings of our foreign subsidiaries, as such earnings are to be reinvested offshore indefinitely.

It is not practical to estimate the withholding tax liability if these earnings were to be repatriated.

We recognize uncertain tax positions in our financial statements if that position will more likely than not be sustained on audit, based on the technical merits of the position.

It is not practicable to estimate the withholding tax liability if these earnings were to be repatriated.

We recognize un certain tax positions in our financial statements if that position will more likely than not be sustained on audit, based on the technical merits of the position.

A reconciliation of our unrecognized tax benefits, excluding accrued interest and penalties, is as follows:

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We do not anticipate a significant impact to the gross unrecognized tax benefits within the next 12 months related to these years.

The Organisation for Economic Co-operation and Development has established a framework for a global minimum corporate tax of 15 %, known as Pillar Two, which will be applied on a country-by-country basis to companies with global revenues and profits above certain thresholds.

Although the United States has not enacted legislation to adopt Pillar Two, and its future adoption is uncertain, several countries where we operate have enacted such legislation, and others are in the process of doing so.

We do not expect Pillar Two to have a material impact on our effective tax rate or our financial condition and results of operations.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The One Big Beautiful Bill Act ("OBBBA") includes significant changes to U.S.

income tax laws, including the repeal of mandatory capitalization of domestic research and development expenditures, extensions of bonus depreciation, and modifications to the international tax regimes.

We are currently evaluating the potential impact of OBBBA on our consolidated financial statements for future periods.

SEGMENT INFORMATION

Our chief operating decision maker is a group which is comprised of our Chief Executive Officer and Chief Financial Officer.

This group reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Accordingly, we have a single reportable segment.

Our chief operating decision maker ("CODM") is our Chief Executive Officer, who reviews financial information presented on a consolidated basis.

Accordingly, we have a single operating and reportable segment.

The CODM uses net income, as reported on our consolidated statements of operations, as the measure of segment profit or loss to allocate resources and evaluate financial performance.

The significant expenses regularly provided to the CODM are those expenses presented in our consolidated statements of operations and related notes to consolidated financial statements.

There is no expense or asset information that is supplemental to the information disclosed in these consolidated financial statements.

The following table sets forth revenue by geographic location based on bill-to location:

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(in thousands)

United States

Europe, the Middle East and Africa

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Total revenue

For the fiscal years ended July 31, 2023, 2024 and 2025 , no individual country, other than the United States, accounted for more than 10 % of total revenue.

The following table sets forth long-lived assets, which primarily include property and equipment, net, by geographic location:

As of July 31,

(in thousands)

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Total long-lived assets

SUBSEQUENT EVENT

In August 2025, our Board of Directors approved a $ 350.0 million increase to the share repurchase authorization.

Repurchases may be made from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act in accordance with applicable securities laws and other restrictions.

The authorization has no expiration date, may be modified, suspended or discontinued at any time, and does not obligate us to repurchase any minimum number of shares.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data