15 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
26 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: On July 1, 2025 , Brian Martin , our Chief Legal Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: Martin's plan provides for the sale, from time to time during the period beginning on September 30, 2025 through July 1, 2026, of up to 100% of the net shares that Mr.
−Removed: Martin may receive from the vesting of outstanding awards of restricted stock units and up to 50% of the net shares that he may receive from the vesting of performance-based restricted stock units from time to time beginning with the September 15, 2025 vesting date and ending on the June 15, 2026 vesting date.
−Removed: On July 3, 2025 , Rajiv Ramaswami , our President and Chief Executive Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: Ramaswami’s plan provides for the sale, from time to time during the period beginning on October 2, 2025 through July 3, 2026, of up to 388,920 shares and up to 25% of the net shares that Mr.
−Removed: Ramaswami may receive from the vesting of outstanding awards of restricted stock units and performance-based restricted stock units from time to time beginning with the September 15, 2025 vesting date and ending on the June 15, 2026 vesting date.
+Added: On July 7, 2026 , Rajiv Ramaswami , our Chief Executive Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
+Added: Ramaswami’s plan provides for the sale, from time to time during the period beginning on October 6, 2026 through July 7, 2027 , of up to 400,000 shares.
On July 10, 2026 , Gayle Sheppard , a member of our board of directors , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
1 unchanged sentence
On July 10, 2026 , Rukmini Sivaraman , our Chief Financial Officer , entered into a trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: Sivaraman's plan provides for the sale, from time to time during the period beginning on October 10, 2025 through October 9, 2026, of up to 60,000 shares and up to 40% of the net shares that Ms.
−Removed: Sivaraman may receive from the vesting of outstanding awards of restricted stock units and performance-based restricted stock units from time to time beginning with the December 15, 2025 vesting date and ending on the September 15, 2026 vesting date.
+Added: Sivaraman's plan provides for the sale, from time to time during the period beginning on October 12, 2026 through July 12, 2027 , of up to 232,712 shares.
Other than as set forth above, during the three months ended July 31, 2026 , no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
23 unchanged sentences
Complete copy of the Amended and Restated Certificate of Incorporation, as amended, consisting of (i) the Amended and Restated Certificate of Incorporation filed on December 9, 2022 and (ii) the Certificate of Amendment filed on December 8, 2023 .
−Removed: Amended and Restated Bylaws.
+Added: Second Amended and Restated Bylaws.
Certificate of Retirement of Class B Common Stock.
9 unchanged sentences
Second Amended and Restated Outside Director Compensation Policy .
−Removed: First Amendment to Second Amended and Restated Outside Director Compensation .
−Removed: Second Amendment to Second Amended and Restated Outside Director Compensation .
+Added: First Amendment to Second Amended and Restated Outside Director Compensation Policy .
+Added: Second Amendment to Second Amended and Restated Outside Director Compensation Policy .
+Added: Third Amendment to Second Amended and Restated Outside Director Compensation Policy .
2010 Stock Plan and forms of equity agreements thereunder.
2011 Stock Plan and forms of equity agreements thereunder.
−Removed: 2016 Equity Incentive Plan and forms of equity agreements thereunder.
+Added: Nutanix, Inc.
+Added: Amended and Restated 2016 Equity Incentive Plan.
Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2024) under the 2016 Equity Incentive Plan.
1 unchanged sentence
Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2026) under the 2016 Equity Incentive Plan.
+Added: Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder.
Incorporated by Reference
Exhibit Title
−Removed: Form of Global Restricted Stock Unit Agreement for Performance-Based Restricted Stock Units (Fiscal Year 2025) under the 2016 Equity Incentive Plan.
−Removed: Amended and Restated 2016 Employee Stock Purchase Plan and forms of equity agreements thereunder.
Executive Incentive Compensation Plan.
5 unchanged sentences
Offer Letter, dated as of April 29, 2024, by and between the Registrant and Brian Martin.
−Removed: Senior Advisor Agreement, dated as of September 3, 2024, by and between the Registrant and David Sangster.
Change of Control and Severance Policy.
7 unchanged sentences
Amendment Four to Original Equipment Manufacturer (OEM) Purchase Agreement, dated as of November 5, 2021, by and between the Registrant and Super Micro Computer Inc.
−Removed: Incorporated by Reference
−Removed: Exhibit Title
Office Lease, dated as of August 5, 2013, as amended to date, by and between the Registrant and CA-1740 Technology Drive Limited Partnership.
2 unchanged sentences
Seventh Amendment to the Office Lease dated as of April 4, 2018, by and between the Registrant and Hudson 1740 Technology, LLC.
+Added: Incorporated by Reference
+Added: Exhibit Title
Eighth Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson 1740 Technology, LLC.
11 unchanged sentences
Tenth Amendment to the Office Lease, dated as of June 28, 2022, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: Incorporated by Reference
−Removed: Exhibit Title
Eleventh Amendment to the Office Lease, dated as of August 31, 2022, by and between the Registrant and Hudson Metro Plaza, LLC.
−Removed: Office Lease, dated as of April 4, 2018, by and between the Registrant and Hudson Concourse, LLC.
−Removed: First Amendment to the Office Lease dated as of September 5, 2018, by and between the Registrant and the Hudson Concourse, LLC.
−Removed: Office Lease for 1741 Technology Dr., dated as of September 5, 2018, by and between the Registrant and Hudson Concourse, LLC.
−Removed: First Amendment to the Office Lease, dated as of October 22, 2019, by and between the Registrant and Hudson Concourse, LLC.
−Removed: Confirmation Letter, dated as of November 12, 2019, relating to the Office Lease by and between the Registrant and Hudson Concourse, LLC.
−Removed: Second Amendment to the Office Lease, dated as of November 23, 2020, by and between the Registrant and Hudson Concourse, LLC.
−Removed: Third Amendment to the Office Lease, dated as of April 30, 2022, by and between the Registrant and Hudson Concourse, LLC.
−Removed: Fourth Amendment to the Office Lease, dated as of June 15, 2022, by and between the Registrant and Hudson Concourse, LLC.
−Removed: Fifth Amendment to the Office Lease, dated as of July 28, 2022, by and between the Registrant and Hudson Concourse, LLC.
−Removed: Investment Agreement, dated as of August 26, 2020, by and among Nutanix, Inc.
−Removed: and BCPE Nucleon (DE) SPV, LP.
−Removed: Amendment to Investment Agreement, dated as of September 24, 2020, by and between the Registrant and BCPE Nucleon (DE) SPV, LP.
Credit Agreement, dated as of February 12, 2025, among Nutanix, Inc., as borrower, Bank of America, N.A., as administrative agent, collateral agent and L/C issuer, and the lenders party thereto.
3 unchanged sentences
Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).
−Removed: Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Incorporated by Reference
Exhibit Title
+Added: Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14a and 15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Compensation Recovery Policy.
−Removed: Inline XBRL Instance Document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
+Added: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
+Added: Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101)
Confidential treatment has been requested for portions of this exhibit.
11 unchanged sentences
Rajiv Ramaswami
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
(Principal Executive Officer)
3 unchanged sentences
/s/ Rajiv Ramaswami
−Removed: President and Chief Executive Officer
+Added: Chief Executive Officer
(Principal Executive Officer)
16 unchanged sentences
September 17, 2026
+Added: /s/ Greg Lavender
+Added: September 17, 2026
+Added: Greg Lavender
/s/ Gayle Sheppard
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.