What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-09-18 compared with 2025-09-24 · 320 added, 269 removed, 916 unchanged (39% of the section changed)

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Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Deficit

Consolidated Statements of Stockholders’ Equity (Deficit )

Consolidated Statements of Cash Flows

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Restructuring Charges

Net Loss Per Share

Net Income (Loss) Per Share

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, 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").

and subsidiaries (the "Company") as of July 31, 2026 and 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity (deficit), and cash flows, for each of the three years in the period ended July 31, 2026, 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, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended July 31, 2026, 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 US 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 U.S.

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 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:

• Determination of whether promised goods or services are capable of being distinct and are distinct in the context of the Company’s customer contracts, which leads to whether they should be accounted for as individual or combined performance obligations.

• Determination of standalone selling prices for each distinct performance obligation and for products and services that are not sold separately.

We identified revenue recognition as a critical audit matter because of these significant judgments required by management.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate whether revenue was recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company generates revenue primarily from the sale of subscription term-based licenses, and which can be deployed on a variety of qualified hardware platforms or, in the case of the Company’s cloud-based SaaS offerings, via hosted service or delivered pre-installed on a server that is configured to order.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods or services to the customer.

The majority of the Company’s customers invoiced upfront, including invoices for multi-year subscriptions, with payment terms of 30-45 days.

In certain circumstances, customers may be invoiced under alternative payment arrangements, including installment billings.

The Company applies judgment in determining the transaction price for contracts with alternative payment arrangements.

We identified revenue recognition in certain material contracts as a critical audit matter because of the significant judgments management makes in evaluating the impact of the alternative payment arrangements as they may impact the total transaction price.

This required a high degree of auditor judgment and an increased extent of testing.

How the Critical Audit Matter Was Addressed in the Audit

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 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:

– 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:

– 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.

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

• We tested the effectiveness of internal controls over revenue contracts, including the review of contracts and the determination of the transaction price.

• We evaluated management’s significant accounting policies related to revenue recognition for compliance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers.

• We selected a sample of certain material contracts with customers and performed the following procedures:

– We obtained and read customer contracts and related contract documentation, including master agreements, purchase orders, invoices, and related amendments.

– We evaluated whether management properly identified the contract terms (including those related to alternative payment arrangements) and tested management’s application of the Company's policies, including the determination of the total transaction price in the arrangement.

/s/ DELOITTE & TOUCHE LLP

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Intangible assets, net

Deferred tax asset (1)

Other assets—non-current

Liabilities and Stockholders’ Deficit

Liabilities and Stockholders’ (Deficit) Equity

Current liabilities:

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Commitments and contingencies (Note 7)

Stockholders’ deficit:

Stockholders’ (deficit) equity:

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

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

A shares authorized as of July 31, 2025 and 2026;

270,829 Class A shares issued and outstanding as of July 31,

2025 and 2026, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive income (loss)

Accumulated deficit

Total stockholders’ deficit

Total liabilities and stockholders’ deficit

Total stockholders’ (deficit) equity

Total liabilities and stockholders’ (deficit) equity

(1) Prior to the fourth quarter of fiscal 2026, this was included within Other assets—non-current.

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

See the accompanying notes to the consolidated financial statements.

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(in thousands, except per share data)

Support, entitlements and other services

Support, maintenance and other services

Total revenue

Cost of revenue:

Support, entitlements and other services

Support, maintenance and other services

Total cost of revenue

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Total operating expenses

(Loss) income from operations

Income from operations

Other (expense) income, net

(Loss) income before provision for income taxes

Provision for income taxes

(Loss) income before provision for (benefit from) income taxes

Provision for (benefit from) income taxes

Net (loss) income

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Net (loss) income

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

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

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NUTANIX, INC.

CONSOLIDATED STATE MENTS OF STOCKHOLDERS’ DEFICIT

CONSOLIDATED STATE MENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Fiscal Year Ended July 31, 2026

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Stockholders’

(Loss) Income

Income (Loss)

(Deficit) Equity

(in thousands)

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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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Issuance of common stock from ESPP purchase

Issuance of common stock through private placement

Shares withheld related to net share settlement of

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Repurchase and retirement of common stock

Induced conversion of the 2027 Notes

Stock-based compensation

Other comprehensive income

Other comprehensive loss

Balance - July 31, 2026

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Operating lease cost, net of accretion

Early exit of lease-related assets

Gain on Frame divestiture

Non-cash interest expense

Inducement expense from partial repurchase of the 2027 Notes

Deferred income taxes

Changes in operating assets and liabilities:

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Sales of investments

Proceeds from Frame divestiture

Payments for acquisitions, net of cash acquired

Purchases of property and equipment

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

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Proceeds from sales of shares through employee equity incentive plans

Proceeds from sales of shares through private placement

Taxes paid related to net share settlement of equity awards

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Repurchases of common stock

Payment of finance lease obligations

Deferred payment of purchases of property and equipment

Other financing activities, net

Net cash (used in) provided by financing activities

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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 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).

We are a hybrid cloud and AI platform company, offering organizations a unified infrastructure software platform to run applications, data, and AI anywhere.

The Nutanix Cloud Platform is designed to enable organizations to build hybrid cloud infrastructure.

It provides a consistent cloud operating model with a single platform for running and managing applications, agentic AI workloads, and data in core data centers, at the edge, and in public clouds.

The Nutanix Cloud Platform supports a wide variety of workloads with varied compute, storage, and network requirements.

These workloads include traditional business-critical general-purpose applications, modern applications (including containerized applications running on Kubernetes), data platforms (including SQL, NoSQL and vector databases, as well as business intelligence applications), and enterprise AI workloads (including machine learning, generative AI, and agentic AI applications).

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

Our subscription-based business model provides our customers with the flexibility to choose their preferred license levels and durations based on their specific business needs.

A subscription-based business model means one in which our products, including associated support and entitlement arrangements, are sold with a defined duration.

We operate a subscription-based business model, meaning our products, including associated support and maintenance arrangements, are sold with a defined duration.

Our solutions are primarily sold through channel partners and original equipment manufacturers ("OEMs") (collectively, "Partners") and delivered directly to our end customers.

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All intercompany accounts and transactions have been eliminated in consolidation.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Use of Estimates

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GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes.

Such management estimates and assumptions include, but are not limited to, the best estimate of selling prices for products and related support;

Such management estimates and assumptions include, but are not limited to, the estimate of standalone selling prices for products and related support;

useful lives and recoverability of intangible assets and property and equipment;

allowance for credit losses;

determination of fair value of stock-based awards;

determination of fair value of stock-based awards with market conditions;

accounting for income taxes, including the valuation allowance on deferred tax assets and uncertain tax positions;

purchase commitment liabilities to our contract manufacturers;

purchase commitment liabilities to our contract manufacturer;

sales commissions expense and the period of benefit for deferred commissions;

whether an arrangement is or contains a lease;

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

and contingencies and litigation.

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As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Concentration of Risk

Credit Risk — Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and accounts receivable.

Credit Risk — Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and receivables from customers.

We invest only in high-quality credit instruments and maintain our cash and cash equivalents and available-for-sale investments in fixed income securities.

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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 impairment loss will be recorded as a write-down of investments in our consolidated balance sheets and a realized loss within other expense in our consolidated statements of operations.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Fair Value Measurement

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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.

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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Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the related assets.

In June 2026, we completed a comprehensive operational assessment of our server, data center engineering, and other equipment and extended the estimated useful life of these assets from three years (36 months) to five years (60 months).

The change in accounting estimate will be effective beginning in fiscal 2027 and applied on a prospective basis.

The expected impact to depreciation expense, net income and earnings per share is not expected to be material.

We determine if an arrangement is or contains a lease at inception by evaluating various factors, including whether a vendor’s right to substitute an identified asset is substantive.

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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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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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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:

(i) a significant adverse change in legal factors or in the business climate;

(ii) a substantial decline in our market capitalization;

(iii) an adverse action or assessment by a regulator;

(iv) unanticipated competition;

(v) loss of key personnel;

(vi) a more likely-than-not expectation of the sale or disposal of a reporting unit or a significant portion thereof;

(vii) a realignment of our resources or restructuring of our existing businesses in response to changes to industry and market conditions;

(viii) testing for recoverability of a significant asset group within a reporting unit;

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)

(i) a significant decrease in the market price of a long-lived asset (asset group);

(ii) a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition;

(iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator;

(iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group);

(v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group);

or (vi) a current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

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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If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 2024, 2025 or 2026 .

Revenue Recognition

The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.

We generate revenue primarily from the sale of the Nutanix Cloud Platform, sold primarily as subscription term-based licenses, and which can be deployed on a variety of qualified hardware platforms or, in the case of our cloud-based SaaS offerings, via hosted service or delivered pre-installed on a server that is configured to order.

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

Our subscription term-based licenses typically have a term of one to five years.

Our cloud-based SaaS subscriptions typically have terms extending up to five years.

Our customers generally purchase their qualified hardware platforms for deployment of our software from one of our channel partners or OEMs.

Our platform typically includes one or more years of support and maintenance, which provides customers with the right to software upgrades and enhancements as well as technical support.

Our platform is primarily sold through channel partners and OEMs.

Revenue is recognized net of sales tax and withholding tax.

Product revenue — Product revenue primarily consists of software revenue.

A majority of our product revenue is generated from the sale of the Nutanix Cloud Platform.

We also sell renewals of previously purchased software licenses and SaaS offerings.

We recognize revenue from our software products upon the transfer of control to the customer.

For sales of our software purchased alongside a server from an OEM or other partner, revenue is typically recognized upon shipment of the server.

For software sold separately from a server, revenue is typically recognized when the software is made available to the customer.

For our SaaS offerings, revenue is typically recognized as the services are performed.

In the infrequent transactions where the hardware is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction, and we record revenue and costs of goods sold on a gross basis.

Support, maintenance and other services revenue — We generate our support, maintenance and other services revenue primarily from software maintenance subscriptions and support subscriptions, which include the right to software upgrades and enhancements as well as technical support.

The majority of our product sales are sold in conjunction with software maintenance subscriptions and support subscriptions, with terms typically ranging from one to five years.

Occasionally, we also sell professional services with our products.

We recognize revenue from software maintenance subscriptions and support contracts ratably over the contractual service period, which typically commences upon transfer of control of the corresponding products to the customer.

We recognize revenue related to professional services as they are performed.

The core principle of Accounting Standards Codification ("ASC") 606 is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services.

This principle is achieved by applying the following five-step approach:

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• Determination of the transaction price — The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer.

We apply judgment in determining the transaction price for contracts with alternative payment arrangements.

• Allocation of the transaction price to the performance obligations in the contract — If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

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Revenue is recognized at the time the related performance obligation is satisfied with the transfer of a promised good or service to a customer.

For additional details on revenue recognition, refer to Note 2 of Notes to Consolidated Financial Statements.

For additional details on revenue recognition, refer to Note 2.

Contracts with multiple performance obligations — The majority of our contracts with customers contain multiple performance obligations.

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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 subscriptions 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 maintenance 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.

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

Our customers are typically invoiced upfront, including invoices for multi-year subscriptions, with payment terms of 30-45 days.

In certain circumstances, customers may be invoiced under alternative payment arrangements, including installment billings.

Invoices issued under these arrangements generally have payment terms of 30-45 days.

We assess credit losses on contract balances by taking into consideration past collection experience, the credit quality of the customer, the age of the receivable balance, current and future economic conditions, and forecasts that may affect the collectibility of the reported amount.

Accounts receivable are recorded at the invoiced amount, net of an allowance for credit losses.

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

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.

Our customers are typically invoiced upfront, including invoices for multi-year subscriptions, with payment terms of 30-45 days.

We assess credit losses on accounts receivable by taking into consideration past collection experience, the credit quality of the customer, the age of the receivable balance, current and future economic conditions, and forecasts that may affect the collectability of the reported amount.

The balance of accounts receivable, net of allowance for credit losses, as of July 31, 2025 and 2026, is presented in the accompanying consolidated balance sheets.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In situations where the revenue recognized on a contract exceeds billings, and our right to consideration is conditional on something other than the passage of time, we record a contract asset.

A contract asset becomes a receivable when invoiced, at which point the right to consideration becomes unconditional.

As of July 31, 2026, our consolidated balance sheets included current contract assets of $ 97.0 million , included in prepaid expenses and other current assets, and non-current contract assets of $ 96.4 million , included in other assets—non-current.

Our current and non-current contract assets were no t material as of July 31, 2025.

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 subscriptions, 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 maintenance 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.

Cost of Revenue

Cost of revenue consists of cost of product revenue and cost of support, entitlements and other services revenue.

Cost of revenue consists of cost of product revenue and cost of support, maintenance and other services revenue.

Personnel costs associated with our operations and global customer support organizations consist of salaries, benefits and stock-based compensation.

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

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.

We generally provide a replacement or bug fix warranty for licensed software to conform to our documented specifications for a period of 90 days from initial delivery.

With respect to hardware and components within the NX platform, warranty terms from our OEMs generally extend the warranty for repair or replacement for three years .

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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Given the warranty agreement with our OEMs and considering that substantially all products are sold together with PCS agreements, we generally have very limited exposure related to warranty costs and therefore no warranty reserve has been recognized.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Research and Development

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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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The fair value of awards with a market-based condition is measured using a Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period and expected dividend yield.

We grant stock awards with service conditions only and with both service and performance or market-based conditions.

We grant stock awards that are subject to either standalone service conditions, or a combination of service and performance or market-based conditions.

We recognize stock-based compensation expense for employee stock awards with a service condition only using the straight-line method over the requisite service period of the awards, which is generally the vesting period.

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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, 2023, 2024 and 2025 , we recognized foreign currency losses of $ 1.6 million, $ 4.3 million a nd $ 0.9 million, respectively.

During the fiscal years ended July 31, 2024, 2025 and 2026 , we recognized foreign currency losses of $ 4.3 million, $ 0.9 millio n and $ 12.6 million, re spectively.

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.

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

Our chief operating decision maker is our Chief Executive Officer.

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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.

For additional details, refer to Note 13.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 2023, 2024 and 2025 , advertising expense was $ 11.6 million, $ 14.7 mill ion and $ 15.6 million, respectively.

Frame Divestiture

In May 2023, we sold our Frame Desktop-as-a-Service business.

As consideration for the sale, the buyer paid $ 7.0 million in cash, adjusted by increases for the closing cash balance of the Frame business and the amount by which the closing working capital exceeded the working capital target and reductions for closing expenses, the amount by which the closing working capital target exceeded the working capital, and any severance expenses associated with Frame employees who were terminated at or following the close of the transaction at the direction of the buyer, and a $ 5.0 million interest-bearing convertible note, which had a fair value of $ 5.7 million as of the closing date of the transaction.

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.

During the fiscal years ended July 31, 2024, 2025 and 2026 , advertising expense was $ 14.7 million, $ 15.6 million and $ 18.1 million, respectively.

Recently Adopted Accounting Pronouncements

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

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

The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid.

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)

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

The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid by significant jurisdiction.

We adopted this standard during the fiscal year ended July 31, 2026 and applied it on a prospective basis.

For additional details, refer to Note 12.

Recently Issued and Not Yet Adopted Accounting Pronouncements

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

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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.

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

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

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development stages and clarifies the threshold entities apply to begin capitalizing costs.

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

This ASU will be effective for us beginning in fiscal 2029.

We are currently evaluating the impact this new standard will have on our consolidated financial statements.

REVENUE, DEFERRED REVENUE AND DEFERRED COMMISSIONS

Disaggregation of Revenue and Revenue Recognition

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.

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 our 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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(in thousands)

Professional services

Other non-subscription product

Professional services and other (1)

Total revenue

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.

(1) Prior to fiscal 2026, these amounts were presented as separate line items, Professional services and Other non-subscription product, 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 duration and is generated from the sales of software maintenance subscriptions, support subscriptions, subscription software licenses and cloud-based SaaS offerings.

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

These offerings represented approximately $ 1,029.0 million , $ 1,138.4 million and $ 1,299.7 million of our subscription revenue for fiscal 2024, 2025 and 2026, 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.

• Upfront — We generally recognize revenue from our subscription software licenses upfront upon the transfer of control to the customer.

For sales of our software purchased alongside a server from an OEM or other partner, revenue is typically recognized upon shipment of the server.

For software sold separately from a server, revenue is typically recognized when the software is made available to the customer.

These subscription software licenses represented approximately $ 987.8 million , $ 1,272.4 million and $ 1,412.6 million of our subscription revenue for fiscal 2024, 2025 and 2026, respectively.

Professional services revenue — We also sell professional services with our products.

We recognize revenue related to professional services as they are performed.

Professional services and other revenue — Includes Professional services revenue and Other non-subscription product revenue, as described below:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other non-subscription product revenue — Other non-subscription product revenue includes approximately $ 37.4 million, $ 27.9 million and $ 10.8 million of non-portable software revenue for fiscal 2023, 2024 and 2025 , respectively, and approximately $ 2.8 million, $ 3.3 million and $ 4.2 million of hardware revenue for fiscal 2023, 2024 and 2025, respectively.

• Non-portable software revenue — Non-portable software revenue includes sales of our platform when delivered on a configured-to-order server by us or one of our OEM partners.

The software licenses associated with these sales are typically non-portable and can be used over the life of the server on which the software is delivered.

Revenue from our non-portable software products is generally recognized upon transfer of control to the customer.

• Hardware revenue — In the infrequent transactions where the hardware platform is purchased directly from Nutanix, we consider ourselves to be the principal in the transaction and we record revenue and costs of goods sold on a gross basis.

We consider the amount allocated to hardware revenue to be equivalent to the cost of the hardware procured.

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

• Professional services revenue — We also sell professional services with our products.

We recognize revenue related to professional services as they are performed.

Professional services revenue was approximately $ 100.9 million, $ 112.2 million, and $ 126.6 million for fiscal 2024, 2025 and 2026, respectively.

• Other non-subscription product revenue — Includes non-portable software revenue and hardware revenue, which were immaterial for the periods presented.

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

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Balance as of July 31, 2024

Additions (1)

Revenue/commissions recognized

Balance as of July 31, 2025

Additions (1)

Revenue/commissions recognized

Balance as of July 31, 2026

(1) Includes both billed and unbilled amounts.

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.

During the fiscal year ended July 31, 2026 , we recognized revenue of approximately $ 1,054.0 million pertaining to amounts deferred as of July 31, 2025.

Many of our contracted but not invoiced performance obligations are subject to cancellation terms.

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 $ 2,692.6 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been 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.

As of July 31, 2025 , we had approximately $ 2,692.6 million of remaining performance obligations, of which we expected to recognize approximately 49 % within 12 months, approximately 36 % over the subsequent 13- to 36-month period, and the remainder thereafter.

As of July 31, 2026 , we had approximately $ 3,440.4 million of remaining performance obligations, of which we expect to recognize approximately 49 % within 12 months, approximately 38 % over the subsequent 13- to 36-month period, and the remainder thereafter.

FAIR VALUE MEASUREMENTS

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• Level III — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Assets Measured at Fair Value on a Recurring Basis

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The fair value of these securities is priced by using inputs based on non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.

Convertible Note Receivable

In May 2023, we sold our Frame Desktop-as-a-Service business.

As part of the consideration for the sale, we received a $ 5.0 million interest-bearing convertible note.

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, 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.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The fair value of our financial assets measured on a recurring basis is as follows:

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As of July 31, 2026

Level III (1)

(in thousands)

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Total cash, cash equivalents and short-term investments

Financial Assets, Non-Current:

Convertible note receivable

(1) During the fourth quarter of fiscal 2026, we determined that the fair value of the convertible note received as part of the sale of the Frame Desktop-as-a-Service business, previously considered a Level III financial asset, was zero .

As such, we wrote off the asset and recognized a loss of $ 5.5 million within other income (expense) in the consolidated statement of operations for the fiscal year ended July 31 2026.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

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(in thousands)

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The carrying value of the 2027 Notes as of July 31, 2025 and 2026 was net of unamortized debt issuance costs of $ 2.9 million and $ 1.6 million, respectively.

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

The carrying value of the 2029 Notes as of July 31, 2025 and 2026 was net of unamortized debt issuance costs of $ 15.7 million and $ 12.2 million, respectively.

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.

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Due in one to three years

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Prepaid Expenses and Other Current Assets

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Total prepaid expenses and other current assets

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The increase in other current assets from July 31, 2025 to July 31, 2026 was due primarily to the addition of $ 97.0 million of current contract assets related to revenue contracts where revenue recognized exceeds billings.

For additional details on contract assets, refer to Note 2.

Property and Equipment, Net

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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 $ 63.3 million, $ 65.6 millio n and $ 66.3 million for the fiscal years ended July 31, 2023, 2024 and 2025, respectively.

Depreciation expense related to our property and equipment was $ 65.6 million, $ 66.3 million and $ 66.8 million for the fiscal years ended July 31, 2024, 2025 and 2026, respectively.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Intangible Assets, Net

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Amortization expense was $ 3.7 million, $ 2.5 million and $ 0.8 million for the fiscal years ended July 31, 2024, 2025 and 2026, respectively.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The changes in the net book value of intangible assets, net are as follows:

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Amortization of intangible assets (1)

Acquisition of intangible assets

Intangible assets, net—ending balance

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(in thousands)

The changes in the carrying amount of goodwill are as follows:

Carrying Amount

(in thousands)

Balance at July 31, 2023

Adjustment for acquisition

Balance at July 31, 2024

Balance at July 31, 2025

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There have been no changes to the carrying amount of goodwill during the periods presented.

Accrued Compensation and Benefits

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Accrued bonus

Payroll taxes payable

Accrued vacation

Accrued severance

Payroll taxes payable

Contributions to ESPP withheld

Accrued wages and taxes

Accrued benefits

Accrued wages and taxes

Total accrued compensation and benefits

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

On September 22, 2021, we consummated privately negotiated exchanges with certain holders of the outstanding 2023 Notes, pursuant to which such holders exchanged approximately $ 416.5 million in aggregate principal amount of 2023 Notes for $ 477.3 million in aggregate principal amount of 2027 Notes.

We also entered into privately negotiated transactions with certain holders of the 2023 Notes pursuant to which we repurchased approximately $ 12.8 million in aggregate principal amount of 2023 Notes for cash.

Following the closing of these exchanges and repurchases, approximately $ 145.7 million in aggregate principal amount of 2023 Notes remained outstanding with terms unchanged.

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

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").

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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.

The partial exchange of the 2023 Notes and issuance of the 2027 Notes was accounted for as a debt extinguishment.

The $ 64.9 million difference between the total reacquisition price paid and the net carrying amount of the 2023 Notes was recognized as a debt extinguishment loss within other expense, net in our consolidated statement of operations.

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

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Holders of these 2027 Notes may convert their 2027 Notes at their option at any time prior to the close of the business day immediately preceding July 1, 2027, only under the following circumstances:

(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;

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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.

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

The partial exchange of the 2023 Notes and issuance of the 2027 Notes were deemed to have substantially different terms due to the significant difference between the value of the conversion option immediately prior to and after the exchange, and consequently, the 2023 Notes partial exchange was accounted for as a debt extinguishment.

The 2027 Notes consisted of the following:

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As of July 31, 2026, the remaining life of the 2027 Notes was approximately 1.2 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

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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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;

(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 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;

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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.

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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.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The 2029 Notes consisted of the following:

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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).

The financial covenant is subject to a 0.50:1.00 step-up for four fiscal quarters following a material acquisition (as defined in the Revolver).

As of July 31, 2026, we were in compliance with the financial covenant associated with the Revolver.

As of July 31, 2026 , we had no borrowings and an immaterial amount of letters of credit outstanding under the Revolver.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 five years , some of which include options to renew or terminate.

Our leases have remaining lease terms of one year to approximately nine 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.

Our lease agreements do not contain any residual value guarantees or restrictive covenants.

Total operating lease cost was $ 42.4 million, $ 38.6 million and $ 37.7 million for the fiscal years ended July 31, 2023, 2024 and 2025 , respectively, excluding short-term lease costs, variable lease costs and sublease income, each of which were not material.

Total operating lease cost was approxim ately $ 38.6 million, $ 37.7 million and $ 45.6 million for the fiscal years ended July 31, 2024, 2025 and 2026, respectively, excluding short-term lease costs, variable lease costs and sublease income, each of which were not material.

Variable lease costs primarily include common area maintenance charges.

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

The reductions in the lease terms resulted in decreases to the carrying amounts of the operating lease liabilities and the operating lease right-of-use assets on our consolidated balance sheet as of July 31, 2023.

In addition, we recorded $ 1.7 million of expense in our consolidated statement of operations for the fiscal year ended July 31, 2023.

Total finance lease cost was immaterial for the fiscal years ended July 31, 2024, 2025 and 2026.

In fiscal 2026, we executed an agreement to reduce the term and payments of a lease for a data center facility.

The agreement was accounted for as a lease modification under ASC 842.

Accordingly, the lease liability was remeasured resulting in a $ 16.7 million reduction to both the lease liability and right-of-use asset.

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

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Weighted average discount rate:

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(in thousands)

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(3) Included in our consolidated balance sheets within other liabilities—non-current.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Supplemental cash flow and other information related to our leases is as follows:

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Long-term lease obligations

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)

As of July 31, 2026 , we had additional operating lease commitments of approximately $ 51.4 million on an undiscounted basis for certain office leases that have not yet commenced.

These operating leases will commence during fiscal 2027, with lease terms of approximately seven years .

COMMITMENTS AND CONTINGENCIES

Purchase Commitments

In the normal course of business, we make commitments with our contract manufacturers to ensure them a minimum level of financial consideration for their investment in our joint solutions.

In the normal course of business, we make commitments with our contract manufacturer to ensure them a minimum level of financial consideration for their investment in our joint solutions.

These commitments are based on performance targets or on-hand inventory and non-cancelable purchase orders for non-standard components.

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Our historical charges have not been material.

As of July 31, 2025, we had approximately $ 146.5 million of non-cancelable purchase obligations and other commitments pertaining to our daily business operations, and approximately $ 106.9 million in the form of guarantees to certain of our contract manufacturers.

As of July 31, 2026, we had approximately $ 85.3 million of non-cancelable purchase obligations and other commitments pertaining to our daily business operations, and approximately $ 163.0 million in the form of guarantees to our contract manufacturer.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Guarantees and Indemnifications

We have entered into agreements with some of our Partners and customers that contain indemnification provisions in the event of claims alleging that our products infringe the intellectual property rights of a third party.

The scope of such indemnification varies, and may include, in certain cases, the ability to cure the indemnification by modifying or replacing the product at our own expense, requiring the return and refund of the infringing product, procuring the right for the partner and/or customer to continue to use or distribute the product, as applicable, and/or defending the partner or customer against and paying any damages from third-party actions based upon claims of infringement.

The scope of such indemnification varies, and may include, in certain cases, the ability to cure the indemnification by modifying or replacing the product at our own expense, requiring the return and refund of the infringing product, procuring the right for the partner and customer to continue to use or distribute the product, as applicable, and/or defending the partner or customer against and paying any damages from third-party actions based upon claims of infringement.

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

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Legal Proceedings

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

From time to time, we may become party to various litigation matters and subject to claims that arise in the ordinary course of business.

STOCKHOLDERS’ EQUITY

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.

Department of Justice (the "DOJ") has been investigating U.S.

federal government IT purchases, including historical conduct by a former employee involving one of our federal customers.

After the former employee left our company, we learned that he was charged and pleaded guilty to conspiracy to defraud the United States and wire fraud related to a 2019 procurement that allegedly resulted in a loss to the government.

With outside counsel’s assistance, we commenced an internal investigation into the former employee’s and some third-party partners’ activities on procurement opportunities with this customer in several prior fiscal years and identified some historical conduct that appears inconsistent with our Code of Business Conduct and Ethics and related policies.

We have been cooperating fully with the DOJ, including responding to a grand jury subpoena.

Our internal investigation is ongoing, and we cannot predict the outcome or reasonably estimate any potential loss at this time.

At this time, we do not expect this matter to have a material adverse effect on our consolidated results of operations, financial position, or liquidity.

On March 17, 2026, Tessell, Inc.

and related parties filed a complaint against us and certain current and former officers in the U.S.

District Court for the Northern District of California.

The complaint asserts claims, including defamation and trade libel, arising from certain public statements made by us in connection with an ongoing intellectual property dispute between the parties, including a press release issued by us in March 2024, and seeks unspecified damages and equitable relief.

In May 2026, the court granted the parties' stipulation and ordered that this action be stayed pending the resolution of an arbitration proceeding between the parties concerning intellectual property and related contractual claims arising from the same dispute.

We intend to defend the matter vigorously if and when the stay is lifted.

At this time, we are unable to predict the ultimate outcome of the lawsuit or estimate the amount or range of any potential loss, if any.

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

From time to time, we may become subject to various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

STOCKHOLDERS’ EQUITY

We have one class of outst anding common stock consisting of Class A common stock.

As of July 31, 2026 , we had 1.0 billion shares of Class A common stock authorized, with a par value of $ 0.000025 per share, and approximately 270.8 million shares issued and outstanding, and 0.2 million shares of preferred stock authorized, with a par value of $ 0.000025 per share, and no shares 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.

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

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.

In August 2025 and April 2026, our Board of Directors approved increases of $ 350.0 million and $ 750.0 million, respectively, to the share repurchase authorization.

Repurchases may be made from time to time through open market purchases, 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.

During the fiscal year ended July 31, 2026 , we repurchased approximately 9.4 million shares of Class A common stock in open market transactions at a weighted average price of $ 51.24 per share for an aggregate purchase price of approximately $ 482.5 million under this share repurchase program, including shares repurchased under the accelerated share repurchase agreement, discussed below.

As of July 31, 2026 , approximately $ 728.9 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.

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 private ly 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.

In December 2025, we entered into an accelerated share repurchase ("ASR") agreement with Bank of America, N.A.

Under the terms of the ASR, we repurchased $ 300.0 million of our Class A common stock, with an initial delivery of approximately 5.0 million shares, representing 80 % of the value of the $ 300.0 million.

The ASR program was settled in January 2026, shortly after which Bank of America delivered an additional 0.9 million shares.

The final share settlement was based on the volume-weighted average price of our Class A common stock on specified dates during the term of the ASR agreement, less a discount, and less the previously delivered 5.0 million shares.

The shares repurchased under the ASR were funded with cash on hand under our existing share repurchase program.

We accounted for the ASR as an equity transaction, and at the time of receipt, the shares were included in treasury stock at fair market value as of the corresponding trade date.

We reflected the shares received as a repurchase of common stock in the weighted average common shares outstanding calculation for basic and diluted earnings per share.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Common Stock Reserved for Issuance

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EQUITY INCENTIVE PLANS

We have one active equity incentive plan, the 2016 Equity Incentive Plan (the "2016 Plan"), and two inactive equity incentive plans, the 2010 Stock Plan ("2010 Plan") and the 2011 Stock Plan ("2011 Plan") (collectively, the "Stock Plans").

Our stockholders approved the 2016 Plan in March 2016 and it became effective in connection with our initial public offering ("IPO").

We have one active equity incentive plan, the Amended and Restated 2016 Equity Incentive Plan (the "2016 Plan"), and two inactive equity incentive plans, the 2010 Stock Plan ("2010 Plan") and the 2011 Stock Plan ("2011 Plan") (collectively, the "Stock Plans").

Our stockholders initially approved the 2016 Plan in March 2016 and it became effective in connection with our initial public offering ("IPO").

As a result, at the time of the IPO, we ceased granting additional stock awards under the 2010 Plan and 2011 Plan and both plans were terminated.

Any outstanding stock awards under the 2010 Plan and 2011 Plan remain outstanding, subject to the terms of the applicable plan and award agreements, until such shares are issued under those stock awards, by exercise of stock options or settlement of RSUs, or until those stock awards become vested or expired by their terms.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 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, 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.

In December 2025, our stockholders approved the amendment and restatement of the 2016 Plan to, among other things, extend the term of the plan, establish a new fixed maximum aggregate share reserve of 19,500,000 shares, and eliminate the annual evergreen feature that automatically increased the share reserve each year.

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

As of July 31, 2026 , we had reserved a total of approximately 27.3 million shares for the issuance of equity awards under the Stock Plans, of which approximately 15.2 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

RSUs settle into shares of Class A common stock upon vesting.

During the second quarter of fiscal 2024, we began funding withholding taxes due on the vesting of employee RSUs by net share settlement, rather than our previous approach of selling shares of Class A common stock to cover taxes upon vesting of such awards.

We fund withholding taxes due on the vesting of employee RSUs by net share settlement.

The payment of the withheld taxes to the tax authorities is reflected as a financing activity within the consolidated statements of cash flows.

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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 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 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.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Market Stock Units

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These MSUs have a weighted average grant date fair value per unit of approximately $ 47.65 , $ 93.40 and $ 121.44 , 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 3.0 years, 3.0 years and 2.8 years, respectively, subject to continuous service on each vesting date.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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

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.

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The aggregate grant date fair value of RSUs, including PSUs, vested w as $ 299.5 million, $ 335.7 million and $ 323.3 million for the fiscal years ended July 31, 2024, 2025 and 2026, respectively.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options

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The exercise price of an NSO is determined by our Board of Directors at the time of grant and is generally not less than 100 % of the estimated fair value of the shares of common stock underlying the stock option on the date of grant.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Below is a summary of stock option activity under the Stock Plans:

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(in thousands)

Outstanding at beginning of period

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The 2016 ESPP provides for 12-month offering periods, generally beginning in March and September of each year, and each offering period consists of two six-month purchase periods.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On each purchase date, participating employees will purchase Class A common stock at a price per share equal to 85 % of the lesser of the fair market value of our Class A common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of each purchase period in the applicable offering period.

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As of July 31, 2026 , approximately 7.7 million shares were available for future issuance under the 2016 ESPP.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We use the Black-Scholes option pricing model to determine the fair value of shares purchased under the 2016 ESPP with the following weighted average assumptions on the date of grant:

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Cost of revenue:

Support, entitlements and other services

Support, maintenance and other services

Sales and marketing

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Total stock-based compensation expense

As of July 31, 2025, unrecognized stock-based compensation expense related to outstanding stock awards was approximately $ 560.5 million and is expected to be recognized over a weighted average period of approximately 2.0 years .

As of July 31, 2026, unrecognized stock-based compensation expense related to outstanding stock awards was approxim ately $ 594.1 million and is expected to be recognized over a weighted average period of approximately 2.0 years.

RESTRUCTURING CHARGES

In August 2022, we announced a plan to reduce our global headcount by approximately 270 employees, which represented approximately 4 % of our total employees , following a review of our business structure and after taking other cost-cutting measures to reduce expenses.

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

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.

During the fiscal year ended July 31, 2023, we recognized restructuring charges of approximately $ 5.3 million and made cash payments of approximately $ 15.8 million.

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.

In August 2026, we announced a plan to reduce our global headcount by approximately 5%, following a review of our business structure.

This headcount reduction is intended to streamline and realign our organizational structure, improve operational efficiency and agility, and reallocate resources toward strategic priorities and long-term growth objectives.

As of July 31, 2026 , we recognized total restructuring charges of approximately $ 27.6 million, which consisted primarily of customary severance and other termination benefits directly related to this reduction in force.

Of the approximately $ 27.6 million recognized, $ 3.7 million is included within support, maintenance and other services cost of revenue, $ 17.6 million is included within sales and marketing expense, $ 5.2 million is included within research and development expense, and $ 1.1 million is included within general and administrative expense on our consolidated statements of operations.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the fiscal year ended July 31, 2026 , we did no t make any cash payments.

As of July 31, 2026 , we had a remaining restructuring liability of approximately $ 27.6 million, included within accrued compensation and benefits and accrued expenses and other current liabilities in our consolidated balance sheet.

We expect to incur additional charges of $ 5.4 million to $ 15.4 million related to this reduction in force during fiscal 2027.

NET INCOME (LOSS) PER SHARE

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.

Diluted net income (loss) per share is computed by factoring in potentially dilutive common stock equivalents outstanding during the period, provided their effect is dilutive.

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.

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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

Fiscal Year Ended July 31,

(in thousands)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

Fiscal Year Ended July 31,

(in thousands)

(Loss) income before provision for income taxes

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

(Loss) income before provision for (benefit from) income taxes

Provision for (benefit from) income taxes by fiscal year consisted of the following:

Fiscal Year Ended July 31,

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Total current taxes

State and local

Total deferred taxes

Provision for income taxes

The income tax provision differs from the amount of income tax determined by applying the applicable U.S.

federal statutory income tax rate of 21 % to pre-tax loss.

The reconciliation of the statutory federal income tax and our effective income tax is as follows:

Provision for (benefit from) income taxes

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the benefit from income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Fiscal Year Ended July 31, 2026

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federal income tax at statutory rate

State and local income taxes (1)

Foreign tax effects

Effect of cross-border tax laws

Effect of foreign branches

Foreign tax credits

Research and development tax credits

Changes in valuation allowances (2)

Nontaxable or nondeductible items

Stock-based compensation

Changes in unrecognized tax benefits

Other adjustments

Effective tax rate

(1) State taxes in California, Illinois, Minnesota, New York, Maryland, and Georgia make up the majority (greater than 50 %) of this category.

State taxes include the one-time release of a $ 114.0 million valuation allowance from state deferred tax assets, other than California R&D.

(2) During the fiscal year ended July 31, 2026, we recorded a $ 1,094.2 million tax benefit related to the release of our valuation allowance on U.S.

federal deferred tax assets, partially offset by $ 1.2 million of tax expense related to the increase in the valuation allowance for capital losses generated during fiscal 2026.

For the fiscal years ended July 31, 2024 and 2025, the provision for income taxes differs from the amount computed by applying the statutory federal income tax rate, in accordance with the guidance prior to the adoption of ASU 2023-09, as follows:

Fiscal Year Ended July 31,

(in thousands)

federal income tax at statutory rate

Change in valuation allowance

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State income taxes

Tax impact of Frame divestiture

Tax impact of debt conversion

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

During the fiscal year ended July 31, 2026, our benefit from income taxes was primarily attributable to the release of our valuation allowance on the majority of our U.S.

federal and state deferred tax assets.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes income taxes paid, net of refunds, exceeding five percent of total income taxes paid, net of refunds, in the following jurisdictions:

Fiscal Year Ended July 31, 2026

(in thousands)

state and local

Total cash taxes paid, net of refund

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

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Tax credit carryforward

Capitalized research expenses

Deferred revenue

Capitalized research expenses

Accruals and reserves

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Prepaid expenses

Intangibles and goodwill

Property and equipment

Intangibles and goodwill

Total deferred tax liabilities

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Net deferred tax assets

Management believes that based on available evidence, both positive and negative, it is more likely than not that the U.S.

deferred tax assets will not be utilized and as such, a full valuation allowance has been recorded.

The valuation allowance for deferred tax assets was $ 1.3 billion as of July 31, 2025.

The net increase in the total valuation allowance for the fiscal years ended July 31, 2024 and 2025 was $ 127.4 million and $ 112.3 million, respectively.

We regularly assess the need for a valuation allowance against our deferred tax assets based on historical taxable income, projected future taxable income, and the expected timing of the reversals of existing taxable temporary differences by jurisdiction.

Ultimately, the realization of deferred tax assets is dependent upon the generation of future taxable income during those periods in which temporary differences become deductible and/or tax credits and tax loss carry-forwards can be utilized.

In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of deferred tax assets to determine, based on the weight of all available evidence, whether it is more-likely-than-not that some or all of the deferred tax assets will be realized.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of July 31, 2026, we reported a cumulative three-year U.S.

pre-tax profit and sustained profitability in recent operating periods.

This information is both objective and verifiable;

thereby representing strong positive evidence that carries significant weight.

In addition, based on our available financial forecast, we expect continuing profitability in the U.S.

We also considered forecasts of future taxable income and evaluated the utilization of net operating loss and tax credit carryforwards prior to their expiration.

Based on all available positive and negative evidence, including the objective and verifiable positive evidence as described above and anticipated future earnings, we concluded it is more-likely-than-not that a majority of our U.S.

federal and state deferred tax assets will be realizable.

We continue to maintain a valuation allowance against the California R&D credits as of July 31, 2026, as we expect California R&D tax credit generation to exceed our ability to use these credits in future periods.

The valuation allowance on deferred tax assets was $ 1.3 billion and $ 124.4 million as of July 31, 2025 and 2026, respectively.

The net change in the total valuation allowance for the fiscal years ended July 31, 2025 and 2026 was an increase of $ 112.3 million and a decrease of $ 1,193.7 million, respectively.

As of July 31, 2026 , we had approximately $ 1.7 billion of federal net operating loss carryforwards and $ 1.3 billion of state net operating loss carryforwards available to reduce future taxable income, which will begin to expire in fiscal 2027.

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If an ownership change occurred, utilization of the net operating loss and tax credit carryforwards could be significantly reduced.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of July 31, 2025 , we held an aggregate of $ 331.2 million in cash and cash equivalents in our foreign subsidiaries, of which $ 156.8 million was denominated in U.S.

We attribute net revenue, costs and expenses to domestic and foreign components based on the terms of our agreements with our subsidiaries.

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.

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Balance at the end of the year

During the fiscal year ended July 31, 2025, the net increase in unrecognized tax positions was primarily attributable to federal and state research and development credits and intercompany charges.

As of July 31, 2025 , if uncertain tax positions are fully recognized in the future, it would result in a $ 17.5 million impact to our effective tax rate, primarily relating to positions in foreign jurisdictions, and the remaining amount would result in adjustments to deferred tax assets and corresponding adjustments to the valuation allowance.

As of July 31, 2026 , if uncertain tax positions are fully recognized in the future, it would result in a $ 79.6 million impact to our effective tax rate and the remaining amount would result in adjustments to deferred tax assets and corresponding adjustments to the valuation allowance.

We recognize interest and/or penalties related to income tax matters as a component of income tax expense.

As of July 31, 2026 , we had recognized $ 1.0 million of accrued interest and penalties related to uncertain tax positions.

During the fiscal year ended July 31, 2026, we recognized a tax benefit of $ 7.0 million related to interest and penalties.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We file income tax returns in the U.S.

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We believe that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations.

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.

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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.

The effects of these provisions have been evaluated and reflected in our income tax provision for the fiscal year ended July 31, 2026.

SEGMENT INFORMATION

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For the fiscal years ended July 31, 2024, 2025 and 2026 , no individual country, other than the United States, accounted for more than 10 % of total revenue.

NUTANIX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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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