What changed in this filing

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Item 9A. Controls and Procedures

2025-09-24 compared with 2024-09-19 · 30 added, 28 removed, 191 unchanged (23% of the section changed)

12 unchanged sentences

The effectiveness of our internal control over financial reporting as of July 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which appears below.

Remediation of Prior Material Weakness

As initially disclosed in our Annual Report on Form 10-K/A filed with the SEC on May 24, 2023, our management previously identified a material weakness in our internal control over financial reporting related to design deficiencies in the information and communication component of the COSO Framework that also impacted the design and operating effectiveness of elements of the risk assessment and other components.

Management has since completed implementation of all of the remedial measures outlined in its remediation plan as well as testing of the applicable remediated controls.

Limitations on the Effectiveness of Controls

1 unchanged sentence

Changes in Internal Control over Financial Reporting

Except for the changes related to the remediation of the previously identified material weakness noted above, there was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

25 unchanged sentences

Other Information

During the three months ended July 31, 2024 , no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Rule 10b5-1 Trading Plans

On July 1, 2025 , Brian Martin , our Chief Legal Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Martin's plan provides for the sale, from time to time during the period beginning on September 30, 2025 through July 1, 2026, of up to 100% of the net shares that Mr.

Martin may receive from the vesting of outstanding awards of restricted stock units and up to 50% of the net shares that he may receive from the vesting of performance-based restricted stock units from time to time beginning with the September 15, 2025 vesting date and ending on the June 15, 2026 vesting date.

On July 3, 2025 , Rajiv Ramaswami , our President and Chief Executive Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Ramaswami’s plan provides for the sale, from time to time during the period beginning on October 2, 2025 through July 3, 2026, of up to 388,920 shares and up to 25% of the net shares that Mr.

Ramaswami may receive from the vesting of outstanding awards of restricted stock units and performance-based restricted stock units from time to time beginning with the September 15, 2025 vesting date and ending on the June 15, 2026 vesting date.

On July 3, 2025 , Gayle Sheppard , a member of our board of directors , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Sheppard's plan provides for the sale, from time to time during the period beginning on October 2, 2025 through July 3, 2026, of up to 3,500 shares.

On July 9, 2025 , Rukmini Sivaraman , our Chief Financial Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

Sivaraman's plan provides for the sale, from time to time during the period beginning on October 10, 2025 through October 9, 2026, of up to 60,000 shares and up to 40% of the net shares that Ms.

Sivaraman may receive from the vesting of outstanding awards of restricted stock units and performance-based restricted stock units from time to time beginning with the December 15, 2025 vesting date and ending on the September 15, 2026 vesting date.

Other than as set forth above, during the three months ended July 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

24 unchanged sentences

Certificate of Retirement of Class B Common Stock.

Amended and Restated Investors’ Rights Agreement, dated as of August 26, 2014, as amended, by and among the Registrant and certain of its stockholders.

Specimen Class A Common Stock Certificate of the Registrant.

Form of Warrant to Purchase Shares of Capital Stock by and between the Registrant and certain of its investors.

Description of Class A Common Stock.

2 unchanged sentences

Form of 0.25% Convertible Senior Notes due 2027 (included in Exhibit 4.3) .

Indenture, dated as of September 22, 2021, by and between the Registrant and U.S.

Bank National Association, as Trustee.

Indenture, dated as of December 16, 2024, by and between the Registrant and U.S.

Bank Trust Company National Association, as Trustee.

Form of 0.50% Convertible Senior Notes due 2029 (included in Exhibit 4.5)

7 unchanged sentences

Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2022) under the 2016 Equity Incentive Plan.

Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units

Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2023) under the 2016 Equity Incentive Plan.

Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2024) under the 2016 Equity Incentive Plan.

Incorporated by Reference

Exhibit Title

(Fiscal Year 2023) under the 2016 Equity Incentive Plan.

Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2025) under the 2016 Equity Incentive Plan.

Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder.

3 unchanged sentences

Offer Letter, dated as of April 10, 2022, by and between the Registrant and Rukmini Sivaraman.

Offer Letter, dated as of October 17, 2011, by and between the Registrant and David Sangster.

Offer Letter, dated as of November 20, 2017, by and between the Registrant and Tyler Wall .

Form of Global Restricted Stock Unit Agreement for the Stock Price Performance-Based Restricted Stock Units.

Form of Global Restricted Stock Unit Agreement for the Stock Price Performance-Based Restricted Stock Units under the 2016 Equity Incentive Plan.

Form of Global Restricted Stock Unit Agreement for the Operational Metrics Performance-Based Restricted Stock Units.

Transition Agreement and Release, dated as of February 7, 2024, by and between the Registrant and Tyler Wall .

Offer Letter, dated as of April 29, 2024, by and between the Registrant and Brian Martin.

5 unchanged sentences

Amendment Two to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of October 31, 2018, by and between the Registrant and Super Micro Computer, Inc.

Incorporated by Reference

Exhibit Title

Participation Agreement to the Original Equipment Manufacturer Purchase Agreement, entered into as of September 26, 2019, by and between the Registrant, Nutanix Netherlands B.V.

2 unchanged sentences

Amendment Four to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 5, 2021, by and between the Registrant and Super Micro Computer Inc.

Incorporated by Reference

Exhibit Title

Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership.

11 unchanged sentences

Sixth Amendment to the Office Lease dated as of April 5, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.

Incorporated by Reference

Exhibit Title

Seventh Amendment to the Office Lease dated as of April 25, 2019, by and between the Registrant and Hudson Metro Plaza, LLC.

2 unchanged sentences

Tenth Amendment to the Office Lease, dated as of June 28, 2022, by and between the Registrant and Hudson Metro Plaza, LLC.

Incorporated by Reference

Exhibit Title

Eleventh Amendment to the Office Lease, dated as of August 31, 2022, by and between the Registrant and Hudson Metro Plaza, LLC.

11 unchanged sentences

Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP.

Credit Agreement, dated as of February 12, 2025, among Nutanix, Inc., as borrower, Bank of America, N.A., as administrative agent, collateral agent and L/C issuer, and the lenders party thereto.

Insider Trading Policy .

List of significant subsidiaries of the Registrant.

Consent of Deloitte & Touche LLP, Independent

Incorporated by Reference

Exhibit Title

Registered Public Accounting Firm.

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Title

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

14 unchanged sentences

Certain confidential information contained in this exhibit was omitted by means of marking such portions with brackets because the identified confidential information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.

The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The registrant agrees to furnish supplementally a copy of any such omitted schedule or exhibit, or any section thereof, to the SEC upon request.

* These exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Nutanix, Inc.

21 unchanged sentences

Rukmini Sivaraman

September 23, 2025

/s/ Craig Conway

7 unchanged sentences

September 23, 2025

/s/ David Humphrey

September 19, 2024

David Humphrey

/s/ Gayle Sheppard

1 unchanged sentence

Gayle Sheppard

September 19, 2024

/s/ Mark Templeton

2 unchanged sentences

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 9A. Controls and Procedures