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10-K – 2026-06-05 – ntap-20260424.htm

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%

 

 

22

%

Two customers , each of which is a distributor, accounted for 10% or more of accounts receivable:

 

 

April 24, 2026

 

 

April 25, 2025

 

Customer A

 

*

 

 

 

10

%

Customer B

 

 

18

%

 

 

27

%

    * Customer accounted for less than 10% of accounts receivable.

 

 
15. Employee Benefits and Deferred Compensation
Employee 401(k) Plan
Our 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit. We match 100 % of the first 2 % of eligible earnings an employee contributes to the 401(k) Plan, and then match 50 % of the next 4 % of eligible earnings an employee contributes. An employee receives the full 4% match when he/she contributes at least 6 % of his/her eligible earnings, up to a maximum calendar year matching contribution of $ 6,000 . Our employer matching contributions to the 401(k) Plan were as follows (in millions):

 

 

Year Ended

 

 

 

April 24, 2026

 

 

April 25, 2025

 

 

April 26, 2024

 

401(k) matching contributions

 

$

29

 

 

$

30

 

 

$

29

 

 
Deferred Compensation Plan
We have a non-qualified deferred compensation plan that allows a group of employees within the U.S. to contribute base salary and commissions or incentive compensation on a tax deferred basis in excess of the IRS limits imposed on 401(k) plans. The marketable securities related to these investments are held in a Rabbi Trust. The related deferred compensation plan assets and liabilities under the non-qualified deferred compensation plan were as follows (in millions):

 

 

April 24, 2026

 

 

April 25, 2025

 

Deferred compensation plan assets reported as:

 

 

 

 

 

 

Other current assets

 

$

9

 

 

$

7

 

Other non-current assets

 

$

40

 

 

$

34

 

Deferred compensation plan liabilities reported as:

 

 

 

 

 

 

Accrued expenses

 

$

9

 

 

$

7

 

Other long-term liabilities

 

$

40

 

 

$

34

 

 
Defined Benefit Plans
We maintain various defined benefit plans to provide termination and postretirement benefits to certain eligible employees outside of the U.S. We also provide disability benefits to certain eligible employees in the U.S. Eligibility is determined based on the terms of our plans and local statutory requirements.

84

 

The funded status of our defined benefit plans, which is recognized in other long-term liabilities in our consolidated balance sheets, was as follows (in millions):

 

April 24, 2026

 

 

April 25, 2025

 

Fair value of plan assets

 

$

73

 

 

$

66

 

Benefit obligations

 

 

( 107

)

 

 

( 106

)

Unfunded obligations

 

$

( 34

)

 

$

( 40

)

 
16. Commitments and Contingencies
Purchase Orders and Other Commitments
In the ordinary course of business, we make commitments to third-party contract manufacturers and component suppliers to manage manufacturer lead times and meet product forecasts, and to other parties, to purchase various key components used in the manufacture of our products. A significant portion of our reported purchase commitments arising from these agreements consist of firm, non-cancelable, and unconditional commitments. As of April 24, 2026 , we had $ 1.0 billion in non-cancelable purchase commitments for inventory. We record a liability for firm, non-cancelable and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with the valuation of our excess and obsolete inventory. As of April 24, 2026 and April 25, 2025 , such liability amounted to $ 25 million and $ 22 million, respectively, and is included in accrued expenses in our consolidated balance sheets. To the extent that such forecasts are not achieved, our commitments and associated accruals may change.
In addition to inventory commitments with contract manufacturers and component suppliers, we have open purchase orders and contractual obligations associated with our ordinary course of business for which we have not yet received goods or services. As of April 24, 2026 , we had $ 0.4 billion in other purchase obligations.
Of the total $ 1.4 billion in purchase commitments, $ 1.1 billion is due in fiscal 2027, with the remainder due thereafter.
Legal Contingencies
When a loss is considered probable and reasonably estimable, we record a liability in the amount of our best estimate for the ultimate loss. However, the likelihood of a loss with respect to a particular contingency is often difficult to predict and determining a meaningful estimate of the loss or a range of loss may not be practicable based on the information available and the potential effect of future events and decisions by third parties that will determine the ultimate resolution of the contingency.
We are subject to various legal proceedings and claims that arise in the normal course of business. We may, from time to time, receive claims that we are infringing third parties’ intellectual property rights, including claims for alleged patent infringement brought by non-practicing entities. We are currently involved in patent litigation brought by non-practicing entities and other third parties. We believe we have strong arguments that our products do not infringe and/or the asserted patents are invalid, and we intend to vigorously defend against the plaintiffs’ claims. However, there is no guarantee that we will prevail at trial and if a jury were to find that our products infringe, we could be required to pay significant monetary damages, and may cause product shipment delays or stoppages, require us to redesign our products, or require us to enter into royalty or licensing agreements.
Although management at present believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, results of operations, cash flows, or overall trends, legal proceedings are subject to inherent uncertainties, and unfavorable rulings or other events could occur. Unfavorable resolutions could include significant monetary damages. In addition, in matters for which injunctive relief or other conduct remedies are sought, unfavorable resolutions could include an injunction or other order prohibiting us from selling one or more products at all or in particular ways or requiring other remedies. An unfavorable outcome may result in a material adverse impact on our business, results of operations, financial position, cash flows and overall trends . No material accrual has been recorded as of April 24, 2026 related to such matters.

 

85

 

REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM
 
To the stockholders and the Board of Directors of NetApp, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of NetApp, Inc. and subsidiaries (the "Company") as of April 24, 2026, and April 25, 2025, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended April 24, 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 April 24, 2026, and April 25, 2025, and the results of its operations and its cash flows for each of the three years in the period ended April 24, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 24, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 5, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

 
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue — Refer to Notes 1, 5, and 14 to the financial statements
Critical Audit Matter Description
The Company’s contracts with customers often include the transfer of multiple products and services to the customer, such as hardware systems, software licenses, software support, hardware support, public cloud services and other services. Pursuant to accounting principles generally accepted in the United States of America, the Company is required to evaluate whether each performance obligation represents goods and services that are distinct for purposes of determining the amount and timing of revenue recognition. A good or service is distinct where the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and is distinct in the context of the contract, where the transfer of the good or service is separately identifiable from other promises in the contract. The evaluation of performance obligations can require significant judgment in certain contracts and could change the amount of revenue recognized in a given period.
We identified the evaluation of performance obligations in certain contracts as a critical audit matter because of the significant judgment management makes in evaluating such contracts and the impact of such judgment on the amount of revenue recognized in a particular period. This required a high degree of auditor judgment and an increased extent of testing.
How the Critical Audit Matter Was Addressed in the Audit

86

 

Our audit procedures related to the Company’s evaluation of performance obligations for certain contracts included the following, among others:
• We tested the effectiveness of internal controls related to management’s review of contracts to evaluate and determine distinct performance obligations.

• We evaluated management’s significant accounting policies related to revenue recognition for reasonableness and compliance with generally accepted accounting principles.

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

o Obtained and read contract source documents, including master agreements, amendments, and other documents that were part of the contract.

o Evaluated the terms and conditions in the contract source documents and evaluated the appropriateness of management’s application of their accounting policies in the evaluation of performance obligations.

/s/ DELOITTE & TOUCHE LLP
Raleigh, North Carolina
June 5, 2026
 
We have served as the Company's auditor since 1995.
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of NetApp, Inc.
 
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of NetApp, Inc. and subsidiaries (the "Company") as of April 24, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of April 24, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended April 24, 2026, of the Company and our report dated June 5, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting

87

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Raleigh, North Carolina
June 5, 2026
 

88

 

It em 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
It em 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The phrase “disclosure controls and procedures” refers to controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission (SEC). Disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our CEO and CFO, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of April 24, 2026, the end of the fiscal period covered by this Annual Report on Form 10-K (the Evaluation Date). Based on this evaluation, our CEO and CFO concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that, as of April 24, 2026, our internal control over financial reporting was effective at the reasonable assurance level based on those criteria.
The effectiveness of our internal control over financial reporting as of April 24, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Part II, Item 8 of this Annual Report on Form 10-K.
(c) Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Exchange Act that occurred during the fourth quarter of fiscal 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
It em 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
On March 24, 2026 , Cesar Cernuda , President of the Company , entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The trading arrangement will expire on December 31, 2026 and may be terminated earlier in the limited circumstances defined in the trading arrangement, An aggregate of up to 54,681 shares may be sold pursuant to the trading arrangement.
No other directors or executive officers of the Company adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth quarter of fiscal 2026 .

89

 

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.

90

 

PA RT III
It em 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 with respect to our executive officers is incorporated herein by reference from the information under Item 1 – Business of Part I of this Annual Report on Form 10-K under the section entitled “Information About Our Executive Officers.” The information required by Item 10 with respect to the Company’s directors and corporate governance is incorporated herein by reference from the information provided under the headings “Election of Directors” and “Corporate Governance,” respectively, in the Proxy Statement for the 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our year ended April 24, 2026. The information required by Item 405 of Regulation S-K is incorporated herein by reference from the information provided under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement for the 2026 Annual Meeting of Stockholders, to the extent applicable.
We have adopted a written code of ethics that applies to our Board of Directors and all of our employees, including our principal executive officer and principal financial and accounting officer. A copy of the code of ethics, which we refer to as our “Code of Conduct,” is available on our website at http://netapp.com/us/media/code-of-conduct.pdf. We will post any amendments to or waivers from the provisions of our Code of Conduct on our website.
We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, with regards to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
It em 11. Executive Compensation
Information regarding the compensation of executive officers and directors of the Company is incorporated by reference from the information under the headings “Executive Compensation and Related Information” and “Director Compensation,” respectively, in our Proxy Statement for the 2026 Annual Meeting of Stockholders (provided that the information under the heading “Pay Versus Performance” shall not be deemed to be incorporated by reference herein).
It em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the information under the heading “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2026 Annual Meeting of Stockholders.
It em 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions and director independence is incorporated by reference from the information under the headings “Corporate Governance” and “Certain Transactions with Related Parties” in our Proxy Statement for the 2026 Annual Meeting of Stockholders.
It em 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the information under the caption “Audit Fees” in our Proxy Statement for the 2026 Annual Meeting of Stockholders.
With the exception of the information incorporated in Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, NetApp’s Proxy Statement is not deemed “filed” as part of this Annual Report on Form 10-K.
PA RT IV
It em 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
(1) All Financial Statements
See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

91

 

(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
The information required by this Section (a)(3) of Item 15 is as follows:

92

 

EXHIBIT INDEX

 

 

 

 

Incorporation by Reference

 

Exhibit No

 

Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

Filed Herewith

 

 

 

 

 

 

 

 

 

 

 

 

3.1

 

Certificate of Incorporation of the Company, as amended.

 

10-Q

 

000-27130

 

3.1

 

September 13, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Bylaws of the Company.

 

8-K

 

000-27130

 

3.1

 

November 16, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.

 

8-K

 

000-27130

 

4.1

 

December 12, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Fourth Supplemental Indenture, dated June 22, 2020, by and between NetApp, Inc. and U.S. Bank National Association.

 

8-K

 

000-27130

 

4.2

 

June 22, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

4.3

 

Fifth Supplemental Indenture, dated March 17, 2025, by and between NetApp, Inc. and U.S. Bank National Association.

 

8-K
 

 

000-27130
 

 

4.2
 

 

March 17, 2025
 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.4

 

Description of Capital Stock of the Company.

 

10-K

 

000-27130

 

4.6

 

June 10, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

10.1*

 

Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.

 

8-K

 

000-27130

 

10.1

 

May 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

10.2*

 

Form of Change of Control Severance Agreement.

 

8-K

 

000-27130

 

10.1

 

May 22, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

10.3*

 

The Company’s Amended and Restated Executive Compensation Plan, as amended effective August 26, 2025.

 

10-Q

 

000-27130

 

10.4

 

August 27, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

10.4*

 

The Company’s Deferred Compensation Plan.

 

8-K

 

000-27130

 

2.1

 

July 7, 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

10.5*

 

The Company’s Employee Stock Purchase Plan, as amended effective September 11, 2025.

 

8-K

 

000-27130

 

10.1

 

September 15, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

10.6*

 

The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 19, 2018.

 

DEF 14A

 

000-27130

 

Appendix A

 

August 1, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

10.7*

 

Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors).

 

10-K

 

000-27130

 

10.17

 

June 18, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

10.8*

 

NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 2025.

 

8-K

 

000-27130

 

10.2

 

September 15, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

93

 

10.9*

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Employee), effective September 10, 2021 .

 

10-Q

 

000-27130

 

10.1

 

December 2, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

10.10*

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Non-Employee Director), effective November 1, 2021.

 

10-Q

 

000-27130

 

10.1

 

March 2, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

10.11*

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective May 15, 2024.

 

10-K
 

 

000-27130
 

 

10.20

 

June 10, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

10.12*

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (VP and Below), effective May 15, 2024.

 

10-K
 

 

000-27130
 

 

10.21

 

June 10, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

10.13*

 

Form of Restricted Stock Unit Agreement (Performance-Based) - Billings under the Company's 2021 Equity Incentive Plan, effective May 15, 2024.

 

10-K
 

 

000-27130
 

 

10.22

 

June 10, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

10.14*

 

Form of Restricted Stock Unit Agreement (Performance-Based) - Total Shareholder Return under the Company's 2021 Equity Incentive Plan, effective May 15, 2024.

 

10-K
 

 

000-27130
 

 

10.23

 

June 10, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

10.15*
 

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective May 15, 2025.

 

—
 

 

—
 

 

—
 

 

—
 

X

 

 

 

 

 

 

 

 

 

 

 

 

10.16*
 

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (VP and Below), effective May 15, 2025.

 

—
 

 

—
 

 

—
 

 

—
 

X

 

 

 

 

 

 

 

 

 

 

 

 

10.17*
 

 

Form of Restricted Stock Unit Agreement (Performance-Based) - Billings under the Company's 2021 Equity Incentive Plan, effective May 15, 2025.

 

—
 

 

—
 

 

—
 

 

—
 

X

 

 

 

 

 

 

 

 

 

 

 

 

10.18*
 

 

Form of Restricted Stock Unit Agreement (Performance-Based) - Total Shareholder Return under the Company's 2021 Equity Incentive Plan, effective May 15, 2025.

 

—
 

 

—
 

 

—
 

 

—
 

X

 

 

 

 

 

 

 

 

 

 

 

 

10.19*

 

Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan, effective May 13, 2026.

 

—
 

 

—
 

 

—
 

 

—
 

X

 

 

 

 

 

 

 

 

 

 

 

 

10.20*

 

Form of Restricted Stock Unit Agreement (Performance-Based) under the Company's 2021 Equity Incentive Plan, effective May 13, 2026.

 

—
 

 

—
 

 

—
 

 

—
 

X

94

 

 

 

 

 

 

 

 

 

 

 

 

 

10.21*

 

Outside Director Compensation Policy, as amended effective September 10, 2025.

 

—
 

 

—
 

 

—
 

 

—
 

X

 

 

 

 

 

 

 

 

 

 

 

 

10.22*

 

Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option Plan

 

S-8

 

333-265648

 

99.1

 

June 16, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

10.23
 

 

Second Amended and Restated Credit Agreement, dated as of March 5, 2025, by and among NetApp, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

 

8-K
 

 

000-27130
 

 

10.1
 

 

March 5, 2025
 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.24

 

Form of Dealer Agreement between the Company, as issuer, and each Dealer.

 

8-K

 

000-27130

 

10.2

 

December 12, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

10.25

 

Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.

 

10-K

 

000-27130

 

10.58

 

June 15, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

10.26

 

Senior Executive Employment Contract by and between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 2021

 

10-Q

 

000-27130

 

10.1

 

January 29, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

10.27
 

 

Offer Letter for employment at the Company to Wissam Jabre, dated January 9, 2025.

 

10-Q
 

 

000-27130
 

 

10.1
 

 

February 27, 2025
 

 

 

 

 

 

 

 

 

 

 

 

 

 

10.28

 

Offer Letter for employment at the Company to Syam Nair, dated June 18, 2025.

 

10-Q

 

000-27130

 

10.3

 

August 27, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

19.1

 

Insider Trading Policies and Procedures of the Company.

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

21.1

 

Subsidiaries of the Company.

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm.

 

 
—

 

 
—

 

 
—

 

 
—

X

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney (see signature page).

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

31.1

 

Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

31.2

 

Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

95

 

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

97.1

 

Compensation Recovery Policy of the Company.

 

10-K

 

000-27130
 

 

97.1

 

June 10, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

101.INS

 

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

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document

 

—

 

—

 

—

 

—

X

 

 

 

 

 

 

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

 

 

 

 

X

 
*	Identifies management plan or compensatory plan or arrangement.

96

 

SIGNATURES
Pursuant to the requirements of Sec tion 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NETAPP, INC.

 

By:

 

/s/ GEORGE KURIAN

 

 

George Kurian

 

 

Chief Executive Officer and Director
(Principal Executive Officer and Principal Operating Officer)

 

 

 

Date: June 5, 2026

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Wissam Jabre, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

 

Title

 

Date

 

 

 

 

 

/s/ GEORGE KURIAN

 

Chief Executive Officer and Director
(Principal Executive Officer
and Principal Operating Officer)

 

June 5, 2026

George Kurian

 

 

 

 

 

 

 

/s/ WISSAM JABRE

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

June 5, 2026

Wissam Jabre

 

 

 

 

 

 

 

/s/ DANIEL DE LORENZO

 

Vice President and Chief Accounting Officer
(Principal Accounting Officer)

 

June 5, 2026

Daniel De Lorenzo

 

 

 

 

 

 

 

/s/ T. MICHAEL NEVENS

 

Chairman of the Board

 

June 5, 2026

T. Michael Nevens

 

 

 

 

 

 

 

/s/ DEEPAK AHUJA

 

Director

 

June 5, 2026

Deepak Ahuja

 

 

 

 

 

 

 

/s/ PAUL FIPPS

 

Director

 

June 5, 2026

Paul Fipps

 

 

 

 

 

 

 

/s/ ANDERS GUSTAFSSON

 

Director

 

June 5, 2026

Anders Gustafsson

 

 

 

 

 

 

 

/s/ GERALD HELD

 

Director

 

June 5, 2026

Gerald Held

 

 

 

 

 

 

 

/s/ DEBORAH KERR

 

Director

 

June 5, 2026

Deborah Kerr

 

 

 

 

 

 

 

 
/s/ CARRIE PALIN

 

Director

 

June 5, 2026

Carrie Palin

 

 

 

 

 

 

 

/s/ FRANK PELZER

 

Director

 

June 5, 2026

Frank Pelzer

 

 

 

 

 

 

 

97

 

/s/ JUNE YANG

 

Director

 

June 5, 2026

June Yang

 

 

 

 

 

 

 

98