10-K – 2025-09-24 – ntnx-20250731.htm

Automatiskt nyckeltalsindex

Detta är sökträffar och textkontext, inte verifierade eller normaliserade redovisningsvärden.

Fulltext

Dokumentet är delat för att hålla varje sida lätt att hämta. Del 1 · Del 2 · Del 3

10-K

true --07-31 false true true 0001618732 FY one year http://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentNet http://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentNet http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#AccruedLiabilitiesCurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2025#Liabilities http://fasb.org/us-gaap/2025#Liabilities http://fasb.org/us-gaap/2025#GeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#GeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#GeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#GeneralAndAdministrativeExpense http://fasb.org/us-gaap/2025#GeneralAndAdministrativeExpense 0001618732 2023-08-01 2024-07-31 0001618732 us-gaap:ExchangeTradedMember us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-09-22 0001618732 us-gaap:RetainedEarningsMember 2025-07-31 0001618732 ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2025-07-31 0001618732 ntnx:SubscriptionandCirculationSoftwareEntitlementandSupportSubscriptionMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2024-07-31 0001618732 us-gaap:FairValueMeasurementsNonrecurringMember ntnx:A2029ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-07-31 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2024-12-31 0001618732 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 ntnx:ConvertibleNoteReceivableMember 2025-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 2024-07-31 0001618732 us-gaap:ServiceMember us-gaap:CostOfSalesMember 2023-08-01 2024-07-31 0001618732 ntnx:SubscriptionandCirculationSoftwareTermbasedLicensesMember 2022-08-01 2023-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2024-08-01 2025-07-31 0001618732 ntnx:A2026ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2023-08-01 2024-07-31 0001618732 us-gaap:EmployeeStockOptionMember 2024-08-01 2025-07-31 0001618732 us-gaap:CommonClassAMember ntnx:A2016PlanMember 2016-09-30 0001618732 ntnx:OtherAmericasMember 2024-08-01 2025-07-31 0001618732 us-gaap:AccountingStandardsUpdate202006Member 2023-07-31 0001618732 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember ntnx:MarketStockUnitsMember 2023-08-01 2024-07-31 0001618732 ntnx:TwoThousandTenStockPlanAndTwoThousandElevenStockPlanMember 2024-08-01 2025-07-31 0001618732 ntnx:IncentiveStockOptionMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2024-12-01 2024-12-31 0001618732 us-gaap:CommonClassAMember 2023-08-31 0001618732 ntnx:MarketStockUnitsMember us-gaap:RestrictedStockUnitsRSUMember 2024-08-01 2025-07-31 0001618732 us-gaap:ResearchMember us-gaap:StateAndLocalJurisdictionMember 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerCMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 ntnx:OtherNonSubscriptionProductMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:TradeNamesMember 2025-07-31 0001618732 ntnx:GayleSheppardMember 2025-07-31 0001618732 ntnx:HardwareMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2025-07-31 0001618732 ntnx:PartnerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 us-gaap:GeneralAndAdministrativeExpenseMember 2023-08-01 2024-07-31 0001618732 us-gaap:SoftwareDevelopmentMember srt:MaximumMember 2025-07-31 0001618732 us-gaap:CarryingReportedAmountFairValueDisclosureMember ntnx:A2027ConvertibleSeniorNotesMember us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember 2025-07-31 0001618732 us-gaap:CommonStockMember 2023-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2022-08-01 2023-07-31 0001618732 ntnx:ProfessionalServicesMember 2024-08-01 2025-07-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-31 0001618732 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-09-30 0001618732 us-gaap:CommonClassAMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-31 0001618732 2022-08-01 2022-08-31 0001618732 us-gaap:DomesticCountryMember 2024-08-01 2025-07-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-31 0001618732 2023-07-31 0001618732 us-gaap:ProductMember 2023-08-01 2024-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2023-08-01 2024-07-31 0001618732 ntnx:OtherNonSubscriptionProductMember 2022-08-01 2023-07-31 0001618732 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ntnx:PartnerMember 2024-08-01 2025-07-31 0001618732 2025-07-31 0001618732 us-gaap:ExchangeTradedMember ntnx:TwoThousandsTwentyThreeConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2021-09-22 0001618732 ntnx:CashTransactionsMember us-gaap:ConvertibleDebtMember 2023-01-01 2023-01-31 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2024-07-31 0001618732 ntnx:CommonStockIssuableUponTheConversionOfConvertibleDebtMember 2022-08-01 2023-07-31 0001618732 ntnx:A2027ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-08-01 2025-07-31 0001618732 ntnx:A2027ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:ServiceMember us-gaap:CostOfSalesMember 2022-08-01 2023-07-31 0001618732 country:US 2024-07-31 0001618732 us-gaap:CommonStockMember 2023-08-01 2024-07-31 0001618732 us-gaap:EquipmentMember 2024-07-31 0001618732 ntnx:BrianMartinMember 2025-05-01 2025-07-31 0001618732 us-gaap:CommonClassAMember us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-31 0001618732 us-gaap:EMEAMember 2022-08-01 2023-07-31 0001618732 us-gaap:CustomerRelationshipsMember 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2025-07-31 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2022-08-01 2023-07-31 0001618732 ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-08-01 2022-07-31 0001618732 srt:MinimumMember us-gaap:SecuredOvernightFinancingRateSofrMember ntnx:RevolvingCreditAgreementMember 2025-02-28 0001618732 country:US 2024-08-01 2025-07-31 0001618732 ntnx:RukminiSivaramanMember 2025-07-31 0001618732 ntnx:ATwoThousandTwentySixConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-06-06 2024-06-06 0001618732 ntnx:NoncontractVendorsMember 2025-07-31 0001618732 us-gaap:ProductMember us-gaap:CostOfSalesMember 2023-08-01 2024-07-31 0001618732 ntnx:ContractManufacturerMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 ntnx:PartnerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerBMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember 2023-08-01 2024-07-31 0001618732 us-gaap:CommonStockMember 2025-07-31 0001618732 ntnx:DemonstrationUnitsMember 2024-07-31 0001618732 2019-12-13 2019-12-13 0001618732 us-gaap:ConvertibleDebtMember 2024-12-31 0001618732 us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 ntnx:ATwoThousandTwentySixConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2020-09-30 0001618732 us-gaap:PropertyPlantAndEquipmentMember 2024-08-01 2025-07-31 0001618732 ntnx:ATwoThousandTwentySixConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2020-09-24 0001618732 ntnx:A2016PlanMember 2025-07-31 0001618732 ntnx:ATwoThousandTwentySixConvertibleSeniorNotesMember 2024-08-01 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-09-01 2021-09-30 0001618732 us-gaap:ProductMember 2022-08-01 2023-07-31 0001618732 us-gaap:CommonClassAMember ntnx:A2016PlanMember 2016-09-01 2016-09-30 0001618732 us-gaap:ProductMember 2024-08-01 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerDMember us-gaap:CustomerConcentrationRiskMember 2022-08-01 2023-07-31 0001618732 ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-31 0001618732 ntnx:HardwareMember 2022-08-01 2023-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2025-07-31 0001618732 us-gaap:EmployeeStockMember 2025-07-31 0001618732 country:US 2023-08-01 2024-07-31 0001618732 us-gaap:SubsequentEventMember 2025-08-31 0001618732 us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember 2022-08-01 2023-07-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-07-31 0001618732 us-gaap:EMEAMember 2024-08-01 2025-07-31 0001618732 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerDMember us-gaap:CustomerConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 us-gaap:ServiceMember 2024-08-01 2025-07-31 0001618732 us-gaap:FurnitureAndFixturesMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerDMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 ntnx:MarketStockUnitsMember srt:PresidentMember 2024-01-01 2024-01-31 0001618732 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember ntnx:A2029ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-07-31 0001618732 us-gaap:EMEAMember 2023-08-01 2024-07-31 0001618732 us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:SoftwareDevelopmentMember 2024-07-31 0001618732 us-gaap:SellingAndMarketingExpenseMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:OneTimeTerminationBenefitsMember 2024-08-01 2025-07-31 0001618732 ntnx:PartnerBMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 ntnx:DemonstrationUnitsMember 2025-07-31 0001618732 srt:MinimumMember 2024-08-01 2025-07-31 0001618732 2023-05-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-08-01 2023-07-31 0001618732 us-gaap:SellingAndMarketingExpenseMember 2023-08-01 2024-07-31 0001618732 country:US 2022-08-01 2023-07-31 0001618732 us-gaap:EquipmentMember 2025-07-31 0001618732 ntnx:RevolvingCreditAgreementMember 2025-07-31 0001618732 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:EmployeeStockOptionMember 2024-08-01 2025-07-31 0001618732 us-gaap:CommonClassAMember ntnx:A2016PlanMember 2023-08-01 2023-08-01 0001618732 ntnx:TwoThousandsTwentyThreeConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2021-09-22 0001618732 us-gaap:PropertyPlantAndEquipmentMember 2022-08-01 2023-07-31 0001618732 us-gaap:CostOfSalesMember us-gaap:ProductMember 2024-08-01 2025-07-31 0001618732 ntnx:SoftwareMember 2022-08-01 2023-07-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:StateAndLocalJurisdictionMember 2025-07-31 0001618732 us-gaap:ServiceMember us-gaap:CostOfSalesMember 2024-08-01 2025-07-31 0001618732 srt:MaximumMember ntnx:RevolvingCreditAgreementMember 2025-02-28 0001618732 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:SoftwareDevelopmentMember srt:MinimumMember 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ntnx:PartnerMember 2023-08-01 2024-07-31 0001618732 srt:AsiaPacificMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 srt:MaximumMember ntnx:RevolvingCreditAgreementMember 2025-02-01 2025-02-28 0001618732 us-gaap:RetainedEarningsMember 2022-08-01 2023-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2022-08-01 2023-07-31 0001618732 us-gaap:StockCompensationPlanMember 2023-08-01 2024-07-31 0001618732 us-gaap:StockCompensationPlanMember 2022-08-01 2023-07-31 0001618732 ntnx:ProfessionalServicesMember 2023-08-01 2024-07-31 0001618732 us-gaap:TechnologyBasedIntangibleAssetsMember 2024-07-31 0001618732 us-gaap:EmployeeStockOptionMember 2022-08-01 2023-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2022-07-31 0001618732 ntnx:OtherAmericasMember 2022-08-01 2023-07-31 0001618732 us-gaap:LeaseholdImprovementsMember 2024-07-31 0001618732 ntnx:SupportEntitlementsAndOtherServicesCostOfRevenueMember 2024-08-01 2025-07-31 0001618732 us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:ResearchAndDevelopmentExpenseMember 2023-08-01 2024-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2024-07-31 0001618732 ntnx:TwoThousandsTwentyThreeConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2021-09-30 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 ntnx:NonqualifiedStockOptionMember 2024-08-01 2025-07-31 0001618732 us-gaap:LeaseholdImprovementsMember 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2024-07-31 0001618732 currency:USD 2025-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 ntnx:TwoThousandsTwentyThreeConvertibleSeniorNotesMember ntnx:CashTransactionsMember us-gaap:ConvertibleDebtMember 2021-09-22 0001618732 ntnx:A2027ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2025-07-31 0001618732 us-gaap:RetainedEarningsMember 2024-08-01 2025-07-31 0001618732 us-gaap:CommonStockMember 2022-08-01 2023-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2024-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerAMember us-gaap:CustomerConcentrationRiskMember 2022-08-01 2023-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:EmployeeStockOptionMember 2023-08-01 2024-07-31 0001618732 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2022-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2019-12-13 2019-12-13 0001618732 currency:USD 2024-08-01 2025-07-31 0001618732 ntnx:SubscriptionandCirculationSoftwareEntitlementandSupportSubscriptionMember 2023-08-01 2024-07-31 0001618732 ntnx:SoftwareMember 2024-08-01 2025-07-31 0001618732 ntnx:A2016PlanMember 2024-08-01 2025-07-31 0001618732 us-gaap:DomesticCountryMember 2025-07-31 0001618732 us-gaap:CommonStockMember 2022-07-31 0001618732 2022-08-01 2023-07-31 0001618732 srt:MaximumMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2025-07-31 0001618732 ntnx:RajivRamaswamiMember 2025-07-31 0001618732 us-gaap:CommonStockMember 2024-07-31 0001618732 ntnx:SubscriptionandCirculationSoftwareEntitlementandSupportSubscriptionMember 2022-08-01 2023-07-31 0001618732 us-gaap:PropertyPlantAndEquipmentMember 2023-08-01 2024-07-31 0001618732 us-gaap:NonUsMember 2024-07-31 0001618732 ntnx:SubscriptionandCirculationSoftwareTermbasedLicensesMember 2024-08-01 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2024-07-31 0001618732 us-gaap:TechnologyBasedIntangibleAssetsMember 2025-07-31 0001618732 us-gaap:ServiceMember 2022-08-01 2023-07-31 0001618732 us-gaap:CommonStockMember 2024-08-01 2025-07-31 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2023-08-01 2024-07-31 0001618732 us-gaap:FurnitureAndFixturesMember 2024-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2023-08-01 2024-07-31 0001618732 ntnx:OtherNonSubscriptionProductMember 2024-08-01 2025-07-31 0001618732 us-gaap:CommonClassAMember us-gaap:ConvertibleDebtMember srt:MaximumMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-01 2024-12-31 0001618732 us-gaap:SellingAndMarketingExpenseMember 2022-08-01 2023-07-31 0001618732 us-gaap:SubscriptionAndCirculationMember 2024-08-01 2025-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2023-07-31 0001618732 us-gaap:NonUsMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 ntnx:TwoThousandsTwentyThreeConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2018-01-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2024-08-01 2025-07-31 0001618732 srt:AsiaPacificMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:GeneralAndAdministrativeExpenseMember 2022-08-01 2023-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2024-07-31 0001618732 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember ntnx:A2029ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2025-07-31 0001618732 us-gaap:CarryingReportedAmountFairValueDisclosureMember ntnx:A2027ConvertibleSeniorNotesMember us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember 2024-07-31 0001618732 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember us-gaap:GeographicConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 ntnx:ATwoThousandTwentySixConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-06-06 0001618732 us-gaap:FairValueMeasurementsNonrecurringMember ntnx:A2029ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2025-07-31 0001618732 2024-08-01 2025-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2024-08-01 2025-07-31 0001618732 country:US 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember ntnx:PartnerMember 2022-08-01 2023-07-31 0001618732 us-gaap:CommonClassAMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-01 2024-12-31 0001618732 ntnx:PartnerCMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 us-gaap:CommonClassAMember 2024-08-01 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerCMember us-gaap:CustomerConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 ntnx:RajivRamaswamiMember 2025-05-01 2025-07-31 0001618732 ntnx:IncentiveStockOptionMember us-gaap:PrincipalOwnerMember 2024-08-01 2025-07-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-01 2025-07-31 0001618732 ntnx:A2029ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2022-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 2019-12-13 0001618732 srt:MaximumMember us-gaap:SecuredOvernightFinancingRateSofrMember ntnx:RevolvingCreditAgreementMember 2025-02-28 0001618732 2022-07-31 0001618732 us-gaap:RetainedEarningsMember 2023-08-01 2024-07-31 0001618732 srt:MinimumMember us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-01 2024-12-31 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2023-07-31 0001618732 us-gaap:ResearchAndDevelopmentExpenseMember 2024-08-01 2025-07-31 0001618732 ntnx:PartnerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 ntnx:CommonStockIssuableUponTheConversionOfConvertibleDebtMember 2024-08-01 2025-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2019-12-13 0001618732 us-gaap:StockCompensationPlanMember 2024-08-01 2025-07-31 0001618732 us-gaap:EmployeeStockMember us-gaap:CommonClassAMember 2022-12-31 0001618732 ntnx:RevolvingCreditAgreementMember 2025-02-28 0001618732 us-gaap:PhantomShareUnitsPSUsMember 2024-08-01 2025-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2023-07-31 0001618732 us-gaap:RetainedEarningsMember 2024-07-31 0001618732 ntnx:A2026ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-08-01 2025-07-31 0001618732 us-gaap:AdditionalPaidInCapitalMember 2025-07-31 0001618732 us-gaap:ResearchAndDevelopmentExpenseMember 2022-08-01 2023-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember ntnx:MarketStockUnitsMember 2022-08-01 2023-07-31 0001618732 us-gaap:CommonClassAMember ntnx:A2016PlanMember 2024-08-01 2024-08-01 0001618732 ntnx:SoftwareMember 2023-08-01 2024-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-08-01 2025-07-31 0001618732 srt:MinimumMember us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-09-01 2021-09-30 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-12-01 2024-12-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:CommonClassAMember srt:MaximumMember us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-09-01 2021-09-30 0001618732 us-gaap:RetainedEarningsMember 2022-07-31 0001618732 ntnx:ForeignTaxCreditCarryforwardMember us-gaap:ForeignCountryMember 2025-07-31 0001618732 ntnx:RukminiSivaramanMember 2025-05-01 2025-07-31 0001618732 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember 2025-07-31 0001618732 us-gaap:CommonClassAMember ntnx:A2016PlanMember 2024-08-01 2025-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember 2025-07-31 0001618732 ntnx:SubscriptionandCirculationSoftwareTermbasedLicensesMember 2023-08-01 2024-07-31 0001618732 ntnx:A2027ConvertibleSeniorNotesMember us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:CorporateDebtSecuritiesMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 ntnx:CommonStockIssuableUponTheConversionOfConvertibleDebtMember 2023-08-01 2024-07-31 0001618732 us-gaap:CustomerRelationshipsMember 2024-07-31 0001618732 us-gaap:USGovernmentDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 ntnx:GayleSheppardMember 2025-05-01 2025-07-31 0001618732 us-gaap:EmployeeRelocationMember 2022-08-01 2022-08-31 0001618732 us-gaap:SubscriptionAndCirculationMember 2022-08-01 2023-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2021-09-30 0001618732 ntnx:A2029ConvertibleSeniorNotesMember 2025-07-31 0001618732 ntnx:A2029ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2024-08-01 2025-07-31 0001618732 us-gaap:TradeNamesMember 2024-07-31 0001618732 ntnx:HardwareMember 2024-08-01 2025-07-31 0001618732 us-gaap:CommonClassAMember 2024-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerAMember us-gaap:CustomerConcentrationRiskMember 2024-08-01 2025-07-31 0001618732 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-07-31 0001618732 us-gaap:CommonClassAMember 2025-07-31 0001618732 ntnx:OtherAmericasMember 2023-08-01 2024-07-31 0001618732 us-gaap:RestrictedStockUnitsRSUMember ntnx:PerformanceRestrictedStockUnitsMember 2024-01-01 2024-01-31 0001618732 2025-01-31 0001618732 us-gaap:ServiceMember 2023-08-01 2024-07-31 0001618732 ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2024-08-01 2025-07-31 0001618732 srt:MinimumMember ntnx:RevolvingCreditAgreementMember 2025-02-28 0001618732 us-gaap:ProductMember us-gaap:CostOfSalesMember 2022-08-01 2023-07-31 0001618732 2025-08-31 0001618732 srt:AsiaPacificMember 2022-08-01 2023-07-31 0001618732 us-gaap:SoftwareDevelopmentMember 2025-07-31 0001618732 us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember 2024-07-31 0001618732 us-gaap:FairValueInputsLevel3Member us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentyNineConvertibleSeniorNotesMember 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerAMember us-gaap:CustomerConcentrationRiskMember 2023-08-01 2024-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2025-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember us-gaap:FairValueMeasurementsRecurringMember 2024-07-31 0001618732 us-gaap:CommonClassAMember 2023-08-01 2024-07-31 0001618732 us-gaap:FairValueInputsLevel1Member us-gaap:CommercialPaperMember us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 ntnx:A2027ConvertibleSeniorNotesMember us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:ConvertibleDebtMember us-gaap:EstimateOfFairValueFairValueDisclosureMember 2024-07-31 0001618732 currency:USD 2023-08-01 2024-07-31 0001618732 ntnx:ATwoThousandTwentySixConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2025-07-31 0001618732 us-gaap:ConvertibleDebtMember ntnx:TwoThousandTwentySevenConvertibleSeniorNotesMember 2022-08-01 2023-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2022-08-01 2023-07-31 0001618732 us-gaap:FairValueMeasurementsRecurringMember ntnx:ConvertibleNoteReceivableMember 2024-07-31 0001618732 us-gaap:CommonClassAMember ntnx:A2016PlanMember 2025-07-31 0001618732 2025-05-01 2025-07-31 0001618732 srt:MinimumMember ntnx:RevolvingCreditAgreementMember 2025-02-01 2025-02-28 0001618732 ntnx:ProfessionalServicesMember 2022-08-01 2023-07-31 0001618732 us-gaap:RetainedEarningsMember 2023-07-31 0001618732 ntnx:A2026ConvertibleSeniorNotesMember us-gaap:ConvertibleDebtMember 2022-08-01 2023-07-31 0001618732 ntnx:EmployeeStockPurchasePlanMember 2024-08-01 2025-07-31 0001618732 us-gaap:SubscriptionAndCirculationMember 2023-08-01 2024-07-31 0001618732 ntnx:ConvertibleNoteReceivableMember 2024-08-01 2025-07-31 0001618732 us-gaap:GeneralAndAdministrativeExpenseMember 2024-08-01 2025-07-31 0001618732 us-gaap:FairValueMeasurementsRecurringMember 2025-07-31 0001618732 us-gaap:SalesRevenueNetMember ntnx:PartnerCMember us-gaap:CustomerConcentrationRiskMember 2022-08-01 2023-07-31 xbrli:pure ntnx:Class ntnx:Employee ntnx:Vote ntnx:PurchasePeriod xbrli:shares ntnx:Plan iso4217:USD xbrli:shares ntnx:Country iso4217:USD

 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2025
OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to
Commission File Number: 001-37883

 

NUTANIX, INC.
(Exact name of registrant as specified in its charter)

 

 

Delaware

27-0989767

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

1740 Technology Drive, Suite 150

San Jose ,

CA

95110

(Address of principal executive offices, including zip code)

 

( 408 )

216-8360

 

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.000025 par value per share

 

NTNX

 

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

 

 
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

 

 

 

Emerging Growth Company

 

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of January 31, 2025 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $ 18.3 billion, based upon the closing sale price of such stock on the Nasdaq Global Select Market. The registrant has no non-voting common equity.
As of August 31, 2025, the registrant had 268,800,007 shares of Class A common stock, $0.000025 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
As noted herein, certain information called for by Parts II and III is incorporated by reference to specified portions of the registrant’s definitive proxy statement to be filed in conjunction with the registrant’s 2025 annual meeting of stockholders, which is expected to be filed not later than 120 days after the registrant's fiscal year ended July 31, 2025 .

 

 

Table of Contents
 

TABLE OF CONTENTS
 

Page

Special Note Regarding Forward-Looking Statements

ii

PART I

1

Item 1. Business

1

Item 1A. Risk Factors

12

Item 1B. Unresolved Staff Comments

60

Item 1C. Cybersecurity

60

Item 2. Properties

62

Item 3. Legal Proceedings

62

Item 4. Mine Safety Disclosures

62

PART II

63

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

63

Item 6. [Reserved]

66

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

67

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

90

Item 8. Financial Statements and Supplementary Data

92

Item 9. Change in and Disagreements with Accountants on Accounting Financial Disclosure

137

Item 9A. Controls and Procedures

137

Item 9B. Other Information

140

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

140

PART III

141

Item 10. Directors, Executive Officers and Corporate Governance

141

Item 11. Executive Compensation

141

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

141

Item 13. Certain Relationships and Related Transactions and Director Independence

141

Item 14. Principal Accountant Fees and Services

141

PART IV

142

Item 15. Exhibits and Financial Statement Schedules

142

Item 16. Form 10-K Summary

142

Exhibit Index

143

Signatures

148

 

 
i

Table of Contents
 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains express and implied forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which statements involve substantial risks and uncertainties. Other than statements of historical fact, all statements contained in this Annual Report on Form 10-K including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "plan," "intend," "could," "would," "expect," or words or expressions of similar substance or the negative thereof, that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. Forward-looking statements included in this Annual Report on Form 10-K include, but are not limited to, statements regarding:
• our investment in developing our platform with new features, services and solutions to expand our market opportunity in both core and adjacent markets;

• our investment in initiatives that support the long-term growth of our business, including the development of our solutions and sales and marketing efforts aimed at capitalizing on market opportunities, while also focusing on improving our operating cash flow through operational efficiencies, including in our go-to-market functions;

• our plan to continue investing in sales and marketing functions, including initiatives focused on opportunities with major accounts, large deals, and commercial accounts, as well as other initiatives to increase our pipeline growth;

• our plan to continue investing in our global research and development teams to support enhancements to our solutions, improve integration with ecosystem partners and expand the range of technologies and features available through our platform;

• our plan to continue to leverage our relationships with our channel partners and original equipment manufacturers and expand our network of cloud and ecosystem partners;

• our expectations regarding the competitive market, including our ability to compete effectively, the competitive advantages of our products, the effects of increased competition in our market, and our expansion into adjacent markets;

• the recent evolution of our sales pipeline and its expected effect on our ability to land new customers and expand sales to existing customers, which may adversely affect our top-line results;

• our expectations regarding our ability to recruit, train and retain sufficient numbers of ramped up sales personnel to support our growth, including how long it takes to ramp up sales personnel, and the expected contribution to revenue growth;

• our expectations regarding opportunities and risks associated with artificial intelligence ("AI");

• expected sales productivity;

• expected increases in costs and expenses, including sales and marketing, research and development, and general and administrative expenses;

• our intent to reduce our overall sales and marketing spend as a percentage of revenue, including by improving the efficiency of our demand generation spend, focusing on lower cost renewals, and optimizing headcount in geographies based on market opportunities;

• sustaining profitable growth;

 
ii

Table of Contents
 

• fluctuations in revenue and cost of revenue;

• our expectations regarding the sufficiency of our cash, cash equivalents and short-term investments, available borrowing capacity under our revolving credit facility, and our expected net cash provided by operating activities for at least the next 12 months;

• the adequacy of our current facilities to meet our needs for the immediate future;

• our ability to stay in compliance with laws and regulations that currently apply or may become applicable to our business both in the United States and internationally;

• the sufficiency of our cash, cash equivalents and short-term investments and our expected net cash provided by operating activities to meet anticipated cash needs;

• our expectations that neither our operating results nor cash flows would be materially affected by any sudden change in interest rates; and

• anticipated trends, opportunities and challenges in our business and in the markets in which we operate.

We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs in light of the information currently available to us. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A. "Risk Factors" in this Annual Report on Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and trends discussed in this Annual Report on Form 10-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or events and circumstances reflected in the forward-looking statements will be achieved or will occur. The forward-looking statements in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We undertake no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise or publicly release the results of any revision to these forward-looking statements to reflect new information or the occurrence of unanticipated or subsequent events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.
 

 
iii

Table of Contents
 

PART I
ITEM 1. Business
Overview
Nutanix, Inc. ("we," "us," "our," or "Nutanix") is 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), end-user computing and virtual desktop infrastructure services, and cloud native applications (including modern, containerized applications).
We originally pioneered hyperconverged infrastructure ("HCI") to break down legacy silos by merging compute, storage and networking into a single software-defined data center platform. We continued to innovate and developed Nutanix AHV, our native hypervisor that offers enterprise-grade virtualization and built-in Kubernetes support. To provide our customers with more choice, we further engineered our software solutions to run on a variety of server platforms and with a variety of external storage providers. Most recently, we have extended our software platform support to include external storage from qualified partners. To provide our customers with the flexibility to choose their preferred license levels and durations based on their specific business needs, we reshaped our licensing by completing a transition to a subscription-based business model. In addition to enabling enterprise AI and simplifying hybrid multicloud deployments, we have a further long-term vision to enable developers to build modern container-based applications once and run them anywhere through Project Beacon, our multi-year effort to provide consistent Kubernetes platform management and data-centric platform services across clouds.
Our business is organized into a single operating and reportable segment. We operate a subscription-based business model, meaning one in which our products, including associated support and entitlement arrangements, are sold with a defined duration. For more information, see the section titled "Components of Our Results of Operations" included in Part II, Item 7, as well as Note 2 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The Nutanix Cloud Platform
The Nutanix Cloud Platform delivers a set of software products, solutions and services to enable our customers to run and manage their private cloud, edge, public cloud, managed cloud, and hybrid multicloud environments. The Nutanix Cloud Platform’s scale-out architecture, common operating model across locations, enterprise-grade data services and freedom of infrastructure choice enable organizations to standardize on the Nutanix Cloud Platform as a single cloud platform to run a wide variety of workloads.

 
1

Table of Contents
 

Nutanix Cloud Infrastructure (NCI) is a distributed HCI for enterprise IT applications. NCI software combines compute, storage, and networking resources from a cluster of servers into a single logical pool with integrated resiliency, security, performance, and simplified administration. NCI includes the following underlying features and services:
• Nutanix AOS is the scale-out storage technology that makes HCI possible, delivering enterprise-grade capabilities via a highly distributed software architecture that runs on commodity x86 servers. Nutanix AOS includes integrated snapshots, replication, and disaster recovery that can be used with block, file, and object storage and for both virtual machines and containers. AOS can be run on virtual machines such as AHV and in containers such as AWS EKS, enabling customers to leverage AOS storage for both virtualized and containerized applications.

• Nutanix AHV is our enterprise hypervisor—a modern and secure virtualization solution designed to power virtual machines and containers for application and cloud native workloads. It is a core component of NCI.

• Nutanix Data Services for Kubernetes offers enterprise data services such as data protection, recovery, migration, cloning, and copy data management for containerized, modern applications on Kubernetes.

• Flow Network Security is a stateful, distributed firewall providing microsegmentation to secure network traffic between applications.

• Flow Virtual Networking provides software-defined networking with multi-tenant isolation, hybrid cloud networking, self-service provisioning, and IP address preservation.

• Nutanix Cloud Clusters (NC2) enables organizations to run and manage applications across on-premises and multiple public clouds in a consistent manner. NC2 empowers IT operators to place workloads in their clouds of choice with ease of deployment and migration, delivering flexibility and portability across public clouds.

• Nutanix Central provides management of the Nutanix hybrid multicloud environment, providing global visibility and simplified governance through a single console with federated access and seamless navigation across on-premises and public cloud deployments.

• Nutanix Prism is the unified control plane and UI that provides centralized management for end-to-end IT infrastructure management and operations.

Nutanix Cloud Manager (NCM) is a unified management solution for providing intelligent operations, self-service and orchestration, security compliance and visibility, and control of cloud costs. NCM includes the following underlying features and services:
• NCM Intelligent Operations optimizes capacity, proactively detects performance anomalies, and automates operational tasks.

• NCM Self-Service and Orchestration streamlines how teams manage, deploy, and scale applications across hybrid clouds with self-service, automation, and centralized role-based governance.

• NCM Cost Governance drives financial accountability with intelligent resource sizing and accurate visibility into multicloud metering and chargeback.

• Nutanix Security Central unifies cloud security operations to help organizations simplify security planning, define microsegmentation policies, and enforce regulatory compliance for zero trust.

 
2

Table of Contents
 

Nutanix Kubernetes Platform (NKP) is an enterprise-grade Kubernetes platform that enables organizations to accelerate app development without lock-in. NKP brings resiliency, security, and Day 2 operations to cloud native applications through a complete, open, and enterprise-grade Kubernetes platform. NKP accelerates app delivery with an intelligent platform that standardizes management for fleets of clusters across public clouds, data centers, and the edge.
Nutanix Unified Storage (NUS) is a software-defined data services platform that consolidates access and management of siloed block, file, and object storage into a single platform. Powered by data services such as analytics, ransomware protection, lifecycle management, and data protection, NUS enables organizations to adapt to fast-changing applications' needs and shift their management focus from data storage to more strategic global data management. NUS includes the following underlying features and services:
• Nutanix Files Storage is a software-defined scale-out file storage solution, enabling organizations to store, manage, and scale unstructured data by consolidating storage silos onto a single platform, while keeping it secure with integrated cybersecurity and ransomware protection.

• Nutanix Objects Storage is a scale-out S3-compatible object storage solution for modern cloud native and big data applications, offering intuitive operations, high performance, security, and flexibility for multicloud deployments.

• Nutanix Volumes Block Storage is an enterprise-class, software-defined storage solution that exposes storage resources directly to virtualized guest operating systems or physical hosts using the iSCSI protocol.

• Nutanix Data Lens is a cloud-based cyber resilience service offering proactive defense and a global view of analytics for file and object environments that can identify and inform users of malware attacks, such as ransomware, on the NUS platform.

Nutanix Database Service (NDB) is a platform that automates management of diverse database environments with a database-as-a-service platform functionality across on-premises and public cloud environments. NDB automates database lifecycle management and integrates with cloud native development processes.
Nutanix Enterprise AI (NAI) is a centralized inferencing control plane that is secure and sovereign, helping standardize generative AI infrastructure across an organization to create adaptive AI factories and agents. NAI can provide inferencing on any CNCF Kubernetes, running across public clouds, data centers, and the edge, with Day 2 operations, security, and resilience.
• GPT-in-a-Box is a full-stack, validated solution that delivers resilient, centralized AI infrastructure with built-in privacy and security, simplifying Day 2 operations. GPT-in-a-Box helps provide consistent data services for structured and unstructured data, multicloud Kubernetes fleet management, and a zero trust framework. Organizations can choose their preferred hardware—on-premises or in the public cloud—with support for a range of AI accelerators including GPUs and CPUs. GPT-in-a-Box also includes a comprehensive set of services to facilitate deployment.

 
3

Table of Contents
 

Delivery of Our Solutions
The Nutanix Cloud Platform can be deployed in core data centers, at the edge, or in public or managed clouds, running on a variety of qualified hardware platforms, in popular public cloud environments such as Amazon Web Services ("AWS"), Microsoft Azure ("Azure") and Google Cloud (currently in public preview and expected to become generally available in the future) through NC2, 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 and typically have durations ranging from one to five years. Our cloud-based SaaS subscriptions have durations 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 original equipment manufacturers ("OEMs").
The Nutanix Cloud Platform typically includes support and entitlements, which provides customers with the right to software upgrades and enhancements as well as technical support. Purchases of term-based licenses and SaaS subscriptions have support and entitlements included within the subscription fees and are not sold separately. Purchases of non-portable software are typically accompanied by the purchase of separate support and entitlements.
Our Partners
We have established relationships with our channel, OEM, ecosystem and cloud partners, all of which help to drive the sale and adoption of our solutions with our end customers. Our solutions can be purchased through one of our channel partners or OEMs.
Channel Partners . Our channel partners sell our solutions to end customers, and in certain cases, may also deliver our solutions to end customers through a managed or integrated offering. Our Elevate Partner Program simplifies engagement for our partner ecosystem using a consistent set of tools, resources, and marketing platforms. Our channel partners include distributors, resellers, managed service providers, telcos, and global systems integrators. Our top two distributors to our end customers represented 48%, 47% and 41% of our total revenue for fiscal 2023, 2024 and 2025, respectively.
OEM Partners . Our software can run on qualified hardware from Cisco Systems, Inc. ("Cisco"), Dell Technologies ("Dell"), Fujitsu Technology Solutions GmbH ("Fujitsu"), Hewlett Packard Enterprise ("HPE"), and Lenovo Group Ltd. ("Lenovo"), as part of Cisco Compute Hyperconverged with Nutanix, Dell XC, Fujitsu XF, HPE DX, and Lenovo Converged HX, respectively. HPE also delivers our software with HPE DX servers as a service through the HPE GreenLake offering. Our OEM partners sell our solutions to end customers. We have also developed a new solution with Dell involving the integration of the Nutanix Cloud Platform and Dell PowerFlex (which is the first external storage supported and integrated with Nutanix AHV and our platform) as well as with Cisco to certify Cisco UCS blade servers to enable organizations to repurpose existing deployed servers that are qualified to run Nutanix AHV.
Ecosystem Partners . We have developed relationships with a broad range of leading technology companies that help us deliver world-class solutions to our customers. Through the Technology Alliance Partner and AI Partner arms of our Elevate Partner Program, our developer, application, networking and security, data protection, hardware, and infrastructure partners receive access to resources that allow them to validate and integrate their products with Nutanix solutions and engage in joint sales training and enablement. Such integrations enable a simpler deployment and consumption experience for our customers in their environments and increase adoption of our platform. We have also developed and announced strategic technology partnerships that bring together best-in-class solutions across the ecosystem into integrated offerings and demonstrated interoperability and support for our customers, including partnerships with Advanced Micro Devices, Inc., Citrix Systems, Inc., Intel Corporation, Nvidia Corporation, Omnissa, LLC, Palo Alto Networks, Inc., and Pure Storage, Inc. In addition, we work closely with our technology partners through co-marketing and lead generation activities in an effort to broaden our marketing reach and help us win new customers while retaining existing ones.

 
4

Table of Contents
 

Cloud Partners . Our partnerships with leading public cloud providers support our vision of a hybrid multicloud. NC2 extends the availability of our core HCI software and other solutions to AWS and to Microsoft Azure. In May 2025, we announced the public preview of NC2 on Google Cloud, further expanding the reach of our platform across leading public cloud providers.
Our Support Programs
Product Support. We offer varying levels of software support to our customers based on their needs. We also offer hardware support for customers who purchase the Nutanix-branded NX configured-to-order hardware platforms.
Professional Services. We provide consulting and implementation services to customers through our professional services team for assessment, design, deployment, and optimizing of their Nutanix environments.
Our End Customers
We have end customers across a broad range of industries, such as financial services, retail, manufacturing, public sector, automotive and other transportation, consumer goods, education, energy, healthcare, media, technology, and telecommunications. We also sell to service providers, which also use the Nutanix Cloud Platform to provide a variety of cloud-based services to their customers. We had a broad and diverse base of over 29,000 end customers as of July 31, 2025. We define the number of end customers as the number of end customers for which we have received an order by the last day of the period, excluding partners to which we have sold products for their own demonstration purposes. A single organization or customer may represent multiple end customers for separate divisions, segments, or subsidiaries, and the total number of end customers may contract due to mergers, acquisitions, or other consolidation among existing end customers.
Growth Strategy
Key elements of our current growth strategy include:
• Landing new end customers. We intend to continue to grow our customer footprint through targeted investments in sales and marketing, our network of channel partners, and strengthening our OEM partnerships. In addition, we believe that the recent expansion of our platform to support external storage and the strengthening of our Kubernetes capabilities help enable us to address a broader range of customer infrastructure needs and deployment preferences. We believe that our evolving platform and product portfolio will enable us to address a larger customer base.

• Expanding sales to existing end customers. Our end customers typically deploy our technology initially for a specific workload. Our sales teams and channel partners then target follow-on opportunities to drive additional purchases by expanding capacity for the existing workload, targeting new workloads, upselling higher product tiers, and cross-selling new products. We believe this land-and-expand strategy enables us to expand our footprint within our existing customer base. We also believe that our platform's recent expansion to support external storage and strengthened Kubernetes capabilities drive opportunities to expand with existing end customers.

• Driving renewals and retention in existing end customers. In addition to our land-and-expand strategy, as part of our subscription-based business model, we intend to continue to focus on adoption and renewals among our existing customer base. Our focus on adoption drives customer value and stickiness. Our renewals are associated with lower sales costs as compared to landing new customers or expanding into our existing customer base, and help us drive profitable growth.

 
5

Table of Contents
 

• Building on our hybrid multicloud vision. We intend to continue investing in our vision to make the Nutanix Cloud Platform the platform of choice to run applications and manage data, anywhere. We believe our platform can enable customers to accelerate their strategic initiatives to modernize legacy lT infrastructure and deploy modern applications and enterprise AI.

• Deepening engagement with channel, OEM, cloud, and ecosystem partners. We have established strong partnerships, and driven commercial success with several major channel, OEM, cloud, and ecosystem partners. We intend to continue to deepen relationships with existing channel and OEM partners and expand our partner ecosystem globally, while also supporting deployment of our software on qualified hardware and hosted services.

• Driving profitable growth. We intend to continue to invest in our growth, while balancing such growth against our operating expenses. By maintaining this balance, we believe we can sustain profitable growth. Key drivers of profitable growth include landing new customers, a growing base of renewals, expansions with existing customers, leveraging our partner and alliance ecosystem, and a continued focus on improving operational efficiencies across sales, marketing, and research and development.

Sales and Marketing
Sales . We primarily engage with our end customers through our global sales force who directly interact with key IT decision makers while also providing sales development, opportunity qualification and support to our channel partners. We have established relationships with our channel partners, who represent many of the key resellers and distributors of data center infrastructure software and systems in each of the geographic regions where we operate. We also engage our end customers through our OEM partners, which license our software and package it with their hardware and sell through their direct sales forces and channel partners. We expect to continue leveraging our relationships with our channel and OEM partners, and deepening relationships with our cloud and ecosystem partners, to reach our end customers.
Marketing . Our marketing team enables our global sales force and sales via our partner ecosystem. Our marketing focuses on educating our customers, prospects, partners, media and analysts, and influencers about the benefits and business outcomes our cloud software platform and solutions can deliver. The breadth of our product portfolio allows us to engage multiple buyer and user personas across the organization, including senior executives, IT professionals, and developers. Over the past year, we have focused on driving market awareness of our virtualization, cloud native, and enterprise AI-ready capabilities amid ongoing industry disruption. In addition, we continue to drive market awareness of our evolution from a pioneer in HCI to a provider of a unified platform that helps enterprises manage the growing complexity of virtualized, containerized and enterprise AI workloads across hybrid multicloud environments. We seek to create and capture buyer demand through a variety of outbound and inbound marketing programs that include email, digital marketing, corporate and third-party events that generate customer and prospect awareness - including our annual user event, .NEXT, in-person and virtual demand generation activities, social media outreach, media and analyst relations activities, learning certifications, community programs, platform test drives, thought leadership, and our website. Our robust community empowers customers and partners to share and discuss best practices for leveraging our solutions as well as network with peers. We foster strategic marketing partnerships with our ecosystem of technology, channel, OEM, system integrator, and service provider partners to expand market reach, increase brand awareness, and drive business growth. Through our unified Elevate Partner Program, we offer qualified partners access to market development funds, co-branded marketing campaigns, joint demand programs, and comprehensive learning paths.

 
6

Table of Contents
 

Research and Development
Our research and development efforts are focused primarily on enhancing our existing technologies, developing new technologies in current and adjacent markets, and supporting existing end customer deployments. Our research and development teams include distributed systems software engineers, platform engineers, systems engineers, user interface engineers and user experience designers. A large portion of our research and development team is based in San Jose, California and India. We also maintain research and development centers in North Carolina, Serbia, Washington, Germany, Mexico, and the United Kingdom. We plan to dedicate significant resources to our continued research and development efforts and intend to continue to invest in our global research and development teams to support enhancements to our solutions, improve integration with ecosystem partners, and expand the range of technologies and features available through our platform. We believe that these investments will support our long-term growth strategy, although they may result in increased expenses and adversely affect our profitability in the near term.
Manufacturing
We do not manufacture any hardware. The Nutanix-branded NX series hardware platforms are manufactured by Super Micro Computer, Inc. ("Supermicro"). Supermicro designs, assembles and tests the Nutanix-branded NX series hardware platforms and it procures the components used in the NX series hardware platforms directly from third-party suppliers. Our agreement with Supermicro automatically renews annually in May for successive one-year periods thereafter, with the option to terminate upon each annual renewal. Distributors handle fulfillment and shipment for certain end customers, but do not hold inventory.
Competition
We operate in the intensely competitive cloud infrastructure and platform services markets and compete with a broad range of companies that sell software and hardware to build and operate private clouds, integrated systems and standalone storage and servers, as well as cloud services providers and managed service providers. These markets are characterized by constant change, rapid innovation, and evolving licensing and consumption models. We face competition from a broad range of providers, including, among others:
• software providers that offer virtualization, containerization, infrastructure and management products to build and operate enterprise and hybrid clouds, such as VMware by Broadcom, Microsoft, and Red Hat;

• providers of public cloud infrastructure and SaaS-based offerings, such as AWS, Google Cloud, Oracle Cloud, and Azure; and

• traditional IT systems vendors, such as Dell, Fujitsu, HPE, Hitachi Vantara, Lenovo, Pure Storage, Inc., NetApp, Inc., and Huawei Technologies Co., Ltd., many of which offer integrated systems that bundle servers, storage and networking solutions, as well as standalone server and storage products.

Competition generally varies by workload and customer segment, and customers often evaluate multiple alternatives simultaneously. Several of our competitors are also our partners, resellers, or OEMs in certain offerings. As the market in which we compete continues to develop, we expect it will continue to attract new companies as well as existing larger vendors. Some of our competitors may also expand their product and service offerings, acquire or invest in competing businesses or emerging technologies, offer differentiated pricing terms, bundle their products with other products and capabilities (including AI, machine learning, generative AI, and emerging agentic AI capabilities), provide closed technology platforms, partner with other companies to develop joint solutions, or otherwise leverage their scale, brand recognition or ecosystem relationships to gain a competitive advantage. Furthermore, as we expand our product offerings, we may expand into new markets, and we may encounter additional competitors in such markets. Additionally, as companies increasingly offer competing solutions, they may be less willing to cooperate with us as an OEM or otherwise.

 
7

Table of Contents
 

We believe the principal competitive factors in our market include:
• platform features and capabilities;

• system scalability, performance and resiliency;

• the ecosystem of certified applications, services, and solutions for our platform;

• management and operations, including provisioning, troubleshooting, analytics, automation, and upgrades;

• total cost of ownership over the lifetime of the technology;

• customer freedom of choice over, and product interoperability with, third-party applications, infrastructure software, infrastructure systems, and platforms and public clouds;

• the ability to compete with incumbent vendors whose deeply integrated solutions and long-term commercial arrangements may limit customer flexibility and increase switching costs;

• application mobility across disparate silos of enterprise computing, including public and private cloud infrastructure; and

• quality of customer experience, including ease-of-use, support and professional services.

We have also strategically expanded into a number of markets that are adjacent to our core HCI market, both through the expansion in hybrid multicloud environments as well as through our addition of new functionality and features in our platform and through portfolio products. These adjacent markets include areas such as Kubernetes management and data and platform services, AI platform services, cloud disaster recovery, data security, governance and compliance, cloud management, files and object storage, and database automation and database-as-a-service. Competitors in these markets include large, sophisticated companies that may have more experience or longer operating histories in these markets as well as new entrants.
We believe that we are positioned favorably against our competitors based on these factors. However, many of our competitors have substantially greater financial, technical and other resources, greater brand recognition, larger sales forces and marketing budgets, a larger existing customer base, broader distribution, and larger and more mature intellectual property portfolios.
Intellectual Property
Our success depends in part upon our ability to protect and use our core technology and intellectual property. We rely on patents, trademarks, copyrights and trade secret laws, confidentiality procedures, and employee nondisclosure and invention assignment agreements to protect our intellectual property rights. As of July 31, 2025, we had 578 U.S. patents that have been issued and 159 non-provisional patent applications pending in the United States. Our issued U.S. patents expire between 2033 and 2045. We also leverage some open source software in most of our products. See Item 1A, "Risk Factors," for further discussion of risks related to protecting our intellectual property.
Facilities
Our corporate headquarters are located in San Jose, California where, under lease agreements that expire through May 2030, we currently lease approximately 215,000 square feet of space. We also maintain offices in North America, Europe, Asia Pacific, the Middle East, Latin America, and Africa. We lease all of our facilities and do not own any real property. We believe that our facilities are adequate to meet our needs for the immediate future and that, should it be needed, we would be able to lease suitable additional space to accommodate our operations.

 
8

Table of Contents
 

Government Regulation
Our business activities are subject to various federal, state, local, and foreign laws, rules and regulations. Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations or competitive position as compared to prior periods. Nevertheless, compliance with existing or future governmental regulations, including, but not limited to, those pertaining to global trade, acquisitions, AI-related governance, data protection and data privacy, climate, employment and labor, and taxes could have a material impact on our business in subsequent periods. See Item 1A, "Risk Factors," for further discussion of risks related to the potential impact of government regulation on our business.
Employees and Human Capital
We had approximately 7,800 employees worldwide as of July 31, 2025. None of our employees in the United States are represented by a labor organization or are a party to any collective bargaining arrangement. In certain European countries in which we operate, we are subject to, and comply with, local labor law requirements in relation to the establishment of works councils and/or industry-wide collective bargaining agreements. We are often required to consult and seek the consent or advice of these works councils. We have never had a work stoppage and we consider our relationship with our employees to be good.
We understand the importance of human capital and prioritize building our culture, talent development, and compensation and benefits. Our human capital resources objectives include attracting, retaining, and rewarding talent, as well as promoting the development and integration of our existing and new employees. The principal objectives of our equity and cash incentive plans are to attract, retain and reward personnel through stock-based and cash-based compensation awards, to drive stockholder value and the success of our company by motivating such individuals to align their work to company goals, and to perform to the best of their abilities and to achieve our objectives.
Culture
Our values are the framework that defines our culture and shape how we engage with one another, approach challenges, and work toward solutions:
• Hungry – We are relentlessly driven to innovate, improve, and lead.

• Humble – We stay grounded, always learning from each other and our customers.

• Honest – Transparency, trust, and integrity guide every interaction.

• with Heart – We approach every challenge with empathy, compassion, and a commitment to making a positive impact.

Our culture principles also shape the way we work and define how we engage with each other and with our customers. These principles are designed to drive performance, foster innovation, and ensure that we remain focused on delivering value, both to our employees and our stakeholders:
• We Own It – We take accountability for our actions, results, and decisions.

• We Work as One Team – Collaboration is key. We work together to achieve common goals and celebrate our collective success.

• We Obsess About Our Customers' Success – Our customers’ success is our success. Everything we do is aimed at driving value for them.

• We Think Long-Term – We prioritize sustainability, future-focused growth, and enduring impact over short-term wins.

 
9

Table of Contents
 

Total Rewards
We believe a robust and competitive Total Rewards portfolio is essential to attracting and retaining diverse talent that moves Nutanix forward. Our comprehensive reward programs offer physical, mental/emotional, and financial support to our employees and their families. We regularly review our programs and encourage employee feedback about the rewards they value most. We tailor rewards programs specifically based on local market practice and the competitive landscape. We provide a range of globally-available support programs, such as an Employee Assistance Program, online health engagement, and child development support.
Health, Wellness, and Safety
The health and safety of employees and others on our property are a top priority. We also focus on compliance with all health and safety laws applicable to our business. To that end, appropriate requirements are implemented, as needed, in order to comply with public health or safety obligations. We have a physical security policy applicable to all our employees with a global physical security team that is empowered to protect the safety of our employees in the event of emergencies or disasters. In addition, we work with our employees and facilities management at our office locations to ensure that work areas are kept safe and free of hazardous conditions. Employees are required to be conscientious about workplace safety. In compliance with applicable laws, and to promote the concept of a safe workplace, we maintain an Injury and Illness Prevention Program. We also continue to support the well-being and continued development of our employees by offering well-being days, during which all employees may enjoy private time away from work requirements.
Growth and Development
We challenge our employees to constantly learn, continuously improve and evolve -- and to that end we invest in resources to foster a learning culture throughout our company. We empower our employees to drive their own personal and professional growth by equipping them with onboarding and learning programs. Our learning programs include digital learning, speed coaching, customized learning workshops, manager enablement and skills training for current, new and future managers, training on culture, language learning programs, and employee wellness programs. We believe that by empowering our employees as they strive to grow personally and professionally, we will be able to build a flexible and resilient workforce and maintain and nurture a robust pipeline of talent to fuel our future growth and strategy.
Information about Segment and Geographic Areas
The segment and geographic information required herein is contained in Note 13 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Corporate Information
We were incorporated in Delaware in September 2009 as Nutanix, Inc. Our principal executive offices are located at 1740 Technology Drive, Suite 150, San Jose, California 95110, and our telephone number is (408) 216-8360. We have operations throughout North America, Europe, Asia Pacific, the Middle East, Latin America, and Africa. Our website address is www.nutanix.com. Information contained on or accessible through our website is neither a part of this Annual Report on Form 10-K nor incorporated by reference herein, and any references to our website and the inclusion of our website address in this Annual Report on Form 10-K are intended to be inactive textual references only.

 
10

Table of Contents
 

Available Information
Our website is located at www.nutanix.com and our investors relations website is located at ir.nutanix.com. We file reports with the Securities and Exchange Commission ("SEC"), which maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers, including us, that file electronically with the SEC. This Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as amended, are made available free of charge on the investor relations portion of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also provide a link to the section of the SEC’s website at www.sec.gov that has, or will have, all of our public filings, including this Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements, and other ownership-related filings. We use our investor relations website as well as social media as channels of distribution for important company information. For example, webcasts of our earnings calls and certain events we participate in or host with members of the investment community are on our investor relations website. Additionally, we announce investor information, including news and commentary about our business and financial performance, SEC filings, notices of investor events, and our press and earnings releases, on our investor relations website. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on social media channels listed on our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts and RSS feeds. Further corporate governance information, including our corporate governance guidelines, board committee charters and code of business conduct and ethics, is also available on our investor relations website under the heading "Governance Documents." Information contained on or accessible through our websites is neither a part of nor incorporated by reference into this Annual Report on Form 10-K or any other report or document we file with or furnish to the SEC, and any references to our websites and the inclusion of our website addresses in this Annual Report on Form 10-K are intended to be inactive textual references only.

 
11

Table of Contents
 

Item 1A. Risk Factors
You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report on Form 10-K, including our consolidated financial statements and related notes, before making a decision to invest in our securities. The risks and uncertainties described below are not the only ones we face; additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect our business. If any of the following risks occur, our business, financial condition, operating results, cash flows, and prospects could be materially harmed. In that event, the price of our securities could decline, and you could lose part or all of your investment. In addition, the global macroeconomic environment remains uncertain, which may adversely impact our business, operating results, cash flows, and prospects.
Summary Risk Factors
Our business and an investment in our securities are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:
Risks Related to Our Business and Industry
• our ability to achieve our business plans, vision, and objectives, including our growth and go-to-market strategies, successfully and in a timely manner;

• macroeconomic or geopolitical conditions, industry trends, and technological developments, including disruptions and delays in global supply chains;

• the competitive market, including our competitive position, advantages and ability to compete effectively, and ability to increase our market share;

• our ability to capitalize on opportunities arising from Broadcom’s acquisition of VMware and related changes to its product portfolio and business model;

• our ability to predict future financial performance from our historical financial performance;

• our ability to address customer needs and expand or maintain our customer base;

• our platform, solutions, products, services, and technology, including their interoperability and availability with and on third-party platforms and technologies, any undetected defects in our solutions, and current and future product roadmaps, including expanding our artificial intelligence-related capabilities;

• our ability to form new or maintain and strengthen existing, strategic alliances and partnerships, as well as our ability to manage any changes thereto;

• our reliance on key manufacturers, suppliers or other vendors; and

• any business model transitions.

Risks Related to Cybersecurity and Intellectual Property
• the occurrence of security breaches, improper access to or disclosure of our data or user data, and other cyber incidents or undesirable activity on our platform; and

• our ability to obtain, maintain, protect, and enforce our intellectual property rights.

 
12

Table of Contents
 

Risks Related to Employee Matters
• our reliance on key personnel and ability to attract, train, incentivize, retain, and/or ramp to full productivity, qualified employees and key personnel.

Risks Related to Financial, Accounting, Regulatory, Tax, and Other Legal Matters
• our ability to maintain an effective system of internal controls;

• any changes to, or failure to comply with, laws and regulations, as well as the impact of any regulatory investigations and enforcement actions and other legal proceedings; and

• complex and evolving U.S. and foreign privacy, data use and data protection, content, competition, consumer protection, and other laws and regulations.

Risks Related to Our Convertible Senior Notes and Revolving Credit Facility
• our ability to service and repay our outstanding convertible notes, including the sufficiency of our cash, or our ability to raise necessary funds, to settle conversions of the notes, repay the notes at maturity, or repurchase the notes upon a fundamental change;

• our ability to comply with the covenants in and service any borrowings under our revolving credit facility; and

• the impact of certain provisions of our outstanding convertible notes on our financial condition and operating results, as well as the value of the notes and the price of our securities.

Risks Related to Ownership of our Securities
• any volatility and decline in the market price and/or trading volume of our securities, including as a result of financial or industry analyst reports or a lack thereof;

• any dilutive impact of actual or perceived sales of substantial amounts of our securities in the public markets and/or the conversion of our outstanding convertible notes;

• any limitations on the ability of holders of our securities to influence corporate matters due to certain provisions of our organizational documents or under Delaware law;

• restrictions on our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees; and

• our plans regarding payment of any future dividends.

General Risk Factors
• investors’ and other stakeholders’ expectations of our performance relating to environmental, social and governance factors.

 
13

Table of Contents
 

Risks Related to Our Business and Industry
We have a history of losses, and we may not be able to maintain profitability on a GAAP or non-GAAP basis.
We have incurred GAAP net losses in annual periods from our inception through fiscal 2024, including GAAP net losses of $254.6 million and $124.8 million for fiscal 2023 and 2024, respectively. While we generated GAAP net income in fiscal 2025 and non-GAAP net income in fiscal 2023, fiscal 2024, and fiscal 2025, we may not be able to sustain profitability in future periods. As of July 31, 2025, we had an accumulated deficit of $4.9 billion. We expect to continue making significant investments to grow our business. If we fail to grow our revenue or manage our operating expenses effectively, we may not be able to continue generating net income on a GAAP or non-GAAP basis.
Our continued focus on growth may negatively impact our ability to achieve or maintain profitability in the near term.
We intend to continue balancing our growth against our operating expenses. However, maintaining this balance may make it challenging to sustain profitability on a GAAP basis over time. Further, expenditures related to expanding our research and development efforts, sales and marketing efforts, infrastructure and other such investments may not ultimately grow our business, revenue or result in continued profitability. Although we achieved GAAP profitability in fiscal 2025, we did not do so in prior years, and there is no assurance that we will be able to maintain profitability in future periods. If we are ultimately unable to maintain profitability at the level anticipated by analysts and our stockholders, the price of our securities may decline, potentially significantly.
Adverse or uncertain macroeconomic or geopolitical conditions or reduced IT spending by our end customers may adversely impact our business, revenues and profitability.
Our business, operations and performance are dependent in part on worldwide market, economic and financial conditions and events that may be outside of our control, such as global, regional, and local economic developments, fiscal, monetary and tax policies, high inflation, elevated interest rates, recessionary pressures, political and social unrest, geopolitical tensions, the evolving policy landscape following the 2024 U.S. elections and related shifts in domestic and international policy, terrorist attacks, hostilities or the perception that hostilities may be imminent, military conflict, war, including the ongoing military conflict in Ukraine and related sanctions, the continuing conflict in the Middle East, malicious human acts, climate change, natural disasters (including extreme weather), pandemics or other major public health concerns, and other similar events. These conditions and events may adversely affect demand for enterprise computing infrastructure solutions and reduce the economic health and IT spending budgets of our current and prospective end customers. The global macroeconomic environment has been, and may continue to be, inconsistent, challenging and unpredictable due to international trade disputes or tensions, the imposition or expansion of tariffs (including those imposed by the U.S. government targeting imports from numerous countries, which may increase the cost of IT products and services and thereby reduce available IT budgets or shift spending priorities away from our solutions), restrictions on sales and technology transfers, elevated interest and inflation rates, uncertainties related to changes in public policies such as domestic and international regulations and fiscal and monetary stimulus measures, and taxes, potential changes to international trade agreements, actual or potential government shutdowns, elections and any related political instability, geopolitical turmoil and civil unrest, instability in the global credit markets, and other disruptions to global and regional economies and markets.

 
14

Table of Contents
 

These macroeconomic challenges and uncertainties have, and may continue to, put pressure on global economic conditions and overall IT spending. As a result, our current and prospective end customers may reprioritize spending, delay or cancel purchasing decisions, extend sales cycles, or seek lower pricing for our solutions. These factors may make it difficult for us to forecast sales and operating results, plan future investments, and could materially and adversely affect our business, operating results and financial condition.
The enterprise IT market is rapidly changing and expanding, and we expect competition to continue to intensify in the future from both established competitors and new market entrants.
We operate in the intensely competitive cloud infrastructure and platform services markets and compete with a broad range of companies that sell software and hardware to build and operate private clouds, integrated systems and standalone storage and servers, as well as cloud services providers and managed service providers. These markets are characterized by constant change, rapid innovation, and evolving licensing and consumption models. We face competition from a broad range of providers, including, among others:
• software providers that offer virtualization, containerization, infrastructure and management products to build and operate enterprise and hybrid clouds, such as VMware by Broadcom, Microsoft, and Red Hat;

• providers of public cloud infrastructure and SaaS-based offerings, such as AWS, Google Cloud, Oracle Cloud, and Azure; and

• traditional IT systems vendors, such as Dell, Fujitsu, HPE, Hitachi Vantara, Lenovo, Pure Storage, Inc., NetApp, Inc., and Huawei Technologies Co., Ltd., many of which offer integrated systems that bundle servers, storage and networking solutions, as well as standalone server and storage products.

Competition generally varies by workload and customer segment, and customers often evaluate multiple alternatives simultaneously. Several of our competitors are also our partners, resellers, or OEMs in certain offerings. As the market in which we compete continues to develop, we expect it will continue to attract new companies as well as existing larger vendors. Some of our competitors may also expand their product and service offerings, acquire or invest in competing businesses or emerging technologies, offer lower pricing or aggressive discounting, bundle their products with other products and capabilities (including artificial intelligence, machine learning, generative AI, and emerging agentic AI capabilities), provide closed technology platforms, partner with other companies to develop joint solutions, or otherwise leverage their scale, brand recognition or ecosystem relationships to gain a competitive advantage. Furthermore, as we expand our product offerings, we may expand into new markets, and we may encounter additional competitors in such markets. Additionally, as companies increasingly offer competing solutions, they may be less willing to cooperate with us as an OEM or otherwise.

 
15

Table of Contents
 

Many of our existing competitors have, and some of our potential competitors may have, competitive advantages over us, such as longer operating histories, significantly greater financial, technical, marketing, or other resources, stronger brand awareness and name recognition, larger intellectual property portfolios, and broader global presence and distribution networks. They may be able to devote greater resources to the promotion and sale of products and services than we can, and they may offer heavy discounts, forcing us to compete aggressively on pricing. Moreover, our current or potential competitors may be acquired by third parties with greater available resources and the ability to initiate or withstand substantial price competition, such as the acquisition of VMware by Broadcom in November 2023. Furthermore, some of our competitors have access to larger customer bases and supply a wide variety of products to, and have well-established relationships with, our current and prospective end customers. Some of these competitors have in the past and may in the future take advantage of their existing relationships with end customers, distributors or resellers to provide incentives to such current or prospective end customers that make their products more economically attractive or to interfere with our ability to offer our solutions to our end customers. Our competitors may also be able to offer products or functionality similar to ours at a more attractive price, such as by integrating or bundling their solutions with their other product offerings or those of technology partners or establishing cooperative relationships with other competitors, technology partners or other third parties. Some potential end customers have preferred, and in the future may continue to prefer, to purchase from their existing suppliers rather than a new supplier, especially given the significant investments that they have historically made in their legacy infrastructures. Some of our competitors may also have stronger or broader relationships with technology partners than we do, which could make their products more attractive than ours. We have also ventured into a number of markets that are adjacent to our core HCI market, both through the expansion of HCI in hybrid multicloud environments as well as through our emerging products, and some of our competitors in these adjacent markets have more experience with those markets and more resources targeted at penetration of those markets than we do. As a result, we cannot assure you that our solutions will compete favorably, and any failure to do so could adversely affect our business, operating results and prospects.
In addition, in recent years, an increasing number of customers have been allocating their IT spending toward artificial intelligence, machine learning, and generative AI capabilities. The IT infrastructure market for artificial intelligence, machine learning, and generative AI workloads is also expected to be an intensely competitive and rapidly evolving market.
We may not be able to capitalize on opportunities arising from Broadcom’s acquisition of VMware and related changes to its product portfolio and business model.
We believe that our opportunity to increase market share has grown since VMware (now known as VMware by Broadcom), one of our main competitors, was acquired by Broadcom in November 2023. Since the acquisition, Broadcom has made changes to VMware by Broadcom’s product portfolio, pricing, and partner programs, which we believe have led many VMware by Broadcom customers to explore alternatives to its virtualization and cloud infrastructure solutions. However, a variety of factors could adversely affect the timing and our ability to convert these opportunities. For example, many prospective customers may remain under multi-year VMware by Broadcom contracts or may defer migration until their next hardware or software refresh cycle. In addition, Broadcom may respond aggressively to our pursuit of these opportunities, and we may not be able to compete effectively across customer segments or geographies. Other factors that could limit our ability to capitalize on these opportunities include the length of enterprise sales cycles and customer evaluation of migration and interoperability considerations, and the availability of alternative solutions. Some customers may choose to remain with VMware by Broadcom due to existing investments, perceived switching risks, or contract obligations, while others may select competing vendors offering different architectures, pricing models, or cloud strategies. If we are unable to capitalize on these opportunities in a timely or cost-effective manner, our business and operating results could be materially and adversely affected.

 
16

Table of Contents
 

The markets in which we compete are rapidly evolving, which make it difficult to forecast end customer adoption rates and demand for our solutions.
The markets in which we compete are rapidly evolving. Accordingly, our future financial performance will depend in large part on the allocation of spending in traditional IT markets and on our ability to adapt to new market demands. Currently, sales of our solutions are dependent in large part upon replacement of spending in traditional markets, including x86 servers, storage systems and virtualization software. In addition, as we continue to develop new solutions designed to address new market demands, sales of our solutions will in part depend on capturing new spending in these markets, including public cloud, hybrid cloud and cloud native services. Moreover, in recent years, an increasing number of customers have been allocating their IT spending toward artificial intelligence, machine learning, and generative AI capabilities. The IT infrastructure market supporting AI workloads is intensely competitive and rapidly evolving, and our ability to compete effectively in this space will depend on our ability to deliver differentiated, scalable, and AI-ready infrastructure solutions. If the markets in which we compete experience a shift in customer demand, or if customers in these markets focus their new spending on, or shift their existing spending to, public cloud solutions or other solutions that do not interoperate with our solutions more quickly or more extensively than expected, our solutions may not compete as effectively, if at all. It is also difficult to predict end customer demand or adoption rates for our solutions or the future growth of our market.
In addition, we have estimated the size of our total addressable and serviceable available markets based on internally generated data and assumptions, as well as data published by third parties, which we have not independently verified. While we believe these estimates are reasonable, such information is inherently imprecise and subject to a high degree of uncertainty. If our third-party or internally generated data prove to be inaccurate or we make errors in our assumptions based on that data, our actual market may be more limited than our estimates. In addition, these inaccuracies or errors may cause us to misallocate capital and other critical business resources, which could harm our business. Even if our total addressable market meets our size estimates and experiences growth, we may not continue to grow our share of the market.
If end customers do not adopt our solutions, our ability to grow our business and operating results may be adversely affected.
Traditional IT infrastructure architecture is entrenched in the data centers of many of our end customers because of their historical financial investment in existing IT infrastructure architecture and the existing knowledge base and skill sets of their IT administrators. As a result, our sales and marketing efforts often involve extensive efforts to educate our end customers as to the benefits and capabilities of our solutions, particularly as we introduce new products and continue to pursue large organizations as end customers. If we fail to achieve market acceptance of our solutions, our ability to grow our business and our operating results will be adversely affected.
As we target some of our sales efforts at larger enterprise customers, we may face greater costs, longer sales cycles, greater competition, increased pricing pressure, deployment and customization challenges, and less predictability in our ability to close sales, and we may have to delay revenue recognition for some complex transactions, all of which could harm our business and operating results.
Over time, our sales pipeline has evolved to include a higher mix of larger deal opportunities. Sales to these end customers involve risks that may not be present, or that are present to a lesser extent, with sales to smaller end customers. These risks include:
• longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end customer that elects not to purchase our solutions;

• competition from companies that traditionally target larger enterprises, service providers and government entities and that may have pre-existing relationships or purchase commitments from such end customers;

 
17

Table of Contents
 

• increased purchasing power and leverage held by large end customers in negotiating contractual arrangements with us; and

• more stringent requirements in our support service contracts, including demand for quicker support response times and penalties for any failure to meet support requirements.

Large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. Although we have a channel sales model, our sales representatives typically engage in direct interaction with our prospective end customers as well as our distributors and resellers. We typically provide evaluation products to these end customers and may spend substantial time, effort and money in our sales efforts to these prospective end customers. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition, expect greater payment flexibility (which may delay cash collections and negatively impact our free cash flow), and may also have a greater ability to resist any attempts to pass on increases in our operating and procurement costs. Given these variables, it can be difficult for us to estimate when an expected sale from a large organization, service provider or government entity may occur, and our ability to accurately forecast our future operating results may be adversely affected. If we fail to realize an expected sale from a large end customer in a particular quarter or at all, our business and operating results could be adversely affected. All of these factors can add further risk to business conducted with these end customers.
Our sales of offerings that support external storage may negatively impact sales of our core HCI offering and alter customer purchasing behavior, which could negatively impact our results of operations.
As part of our strategy to expand our addressable market and meet the needs of customers invested in legacy three-tier IT infrastructure, we recently expanded our offerings to include support for qualified third-party external storage platforms. While we believe this flexibility may facilitate customer adoption of our platform in brownfield environments and enable longer-term expansion opportunities, it may also negatively impact sales of our core HCI offering. In addition, support for external storage may increase the complexity of our offerings and require additional resources for integration, testing, and customer success. It also increases our reliance on third-party technologies, over which we have limited control. If these third-party platforms experience performance issues, customer dissatisfaction, or changes in strategic direction that affect interoperability with our solutions, our reputation and customer relationships could be negatively impacted. Furthermore, if customers adopt our solutions to support external storage as a permanent architecture rather than as a transitional step toward full HCI adoption, our investment in this capability may not yield the anticipated return, which could adversely affect our operating results.

 
18

Table of Contents
 

Our sales cycles can be long and unpredictable, and our sales efforts require considerable time and expense. As a result, it can be difficult for us to predict when, if ever, a particular customer will choose to purchase our solutions, which may cause our operating results to fluctuate significantly.
Our sales efforts involve educating our end customers about the uses and benefits of our solutions, including their technical capabilities and cost saving potential. End customers often undertake an evaluation and testing process that can result in a lengthy sales cycle. Increasing competition and the availability or emergence of competing infrastructure, virtualization, and containerization solutions, as well as different consumption models, often result in customers evaluating multiple vendors at the same time, which can further lengthen the sales cycle. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce any sales. Platform purchases are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. In addition, because our platform is deployed on a hardware platform and many prospective customers have invested in legacy three-tier infrastructures consisting of separate servers, storage systems, and storage area networks, customers may not be ready to consider adopting our platform unless and until they are due for a hardware refresh, which occurs at intervals. These factors and the legacy relationships that our end customers have with existing IT vendors sometimes lead to unpredictable sales cycles, which make it difficult for us to predict when end customers may purchase solutions from us. The unpredictable nature of our sales cycles may be increased in future periods as we continue to focus our sales efforts more heavily on major accounts and large deals. Our business and operating results will be significantly affected by the degree to which and speed with which organizations adopt our solutions. In addition, over time, our sales pipeline has evolved to include a higher mix of larger deal opportunities. Because larger deal opportunities often take longer to close and require more levels of review from the customer's executive team, involve greater competition, and have greater variability in timing, outcome and deal structure, this recent trend is expected to drive greater variability in our ability to land new end customers and expand sales to existing end customers, and our top-line results may be adversely affected.
We have experienced significant growth in prior periods, and we may not be able to sustain or manage any future growth effectively.
We have expanded our overall business and operations significantly in prior periods. Our employee headcount has increased significantly since our inception. We anticipate that our operating expenses will increase in the long term as we scale our business, including in developing and improving our new and existing solutions, expanding our sales and marketing capabilities and global coverage, and in providing general and administrative resources to support our growth. In addition, as we continue to grow our business in the long term, we must effectively train, integrate, develop, motivate, and retain a large number of new employees, as well as existing employees who are promoted or moved into new roles, while maintaining the effectiveness of our business execution. The failure to manage these changes could significantly delay the achievement of our strategic objectives. In particular, our success depends heavily on our ability to ramp new sales teams in a fast and effective manner and retain those sales teams. In recent years, we have also seen higher-than-normal attrition among our sales representatives and while we are actively recruiting additional sales representatives, it will take time to replace, train, and ramp them to full productivity, and if we are unable to do so, we may not be able to achieve our growth targets. We must also continue to improve and expand our IT and financial infrastructure, management systems and product management and sales processes. We expect that our future growth will continue to place a significant strain on our management, operational and financial resources, and we may not be able to sustain or manage any future growth effectively. We may make investments or otherwise incur costs associated with future growth that may not translate into revenues or otherwise result in the realization of their anticipated benefits within the expected timeframe or at all, and the return on these investments may be lower, if any, or may develop more slowly than we expect.

 
19

Table of Contents
 

If we are unable to sustain or manage our growth effectively, we may not be able to take advantage of market opportunities. We also may fail to satisfy end customers’ requirements, maintain product quality, execute on our business plan, or respond to competitive pressures, any of which could adversely affect our business, operating results, financial condition, and prospects.
Our historical financial performance, including revenue growth, may not be indicative of our future performance.
Our historical financial performance, including revenue growth, may not be indicative of our future performance. Over the years, we have undergone several business model transitions, including our transition to focus on software-only sales and our transition to a subscription-based business model. These transitions can make it difficult to compare our current results against our historical results. Operating under a subscription-based business model results in differences in revenue recognition compared to our previous life-of-device model. For example, subscription contracts typically have shorter durations than the assumed five-year duration of contracts under our previous life-of-device license model, which typically results in lower upfront revenue per transaction.

 
20

Table of Contents
 

If other IT vendors do not cooperate with us to ensure that our solutions interoperate with their products, including by providing us with early access to their new products or information about their new products, our product development efforts may be delayed or impaired, our solutions could become less attractive to end customers and our business, operating results and prospects may be adversely affected.
Our solutions provide a platform on which software applications and hypervisors from different software providers run. As a result, our solutions must interoperate with our end customers’ existing hardware and software infrastructure, specifically their networks, servers, software, and operating systems, as well as the applications that they run on this infrastructure, which may be manufactured and provided by a wide variety of vendors and OEMs. In addition to ensuring that our solutions interoperate with these hardware and software products initially, we must regularly update our software to ensure that our solutions continue to interoperate with new or updated versions of these hardware and software products. Current or future providers of hardware, software applications, hypervisors, or data management tools could make changes that would diminish the ability of our solutions to interoperate with them. Significant additional time and effort may be necessary to ensure the continued compatibility of our solutions, which might not be possible at all. Even if our solutions are compatible with those of other providers, if they do not certify or support our solutions for their systems or cooperate with us to coordinate troubleshooting and hand off of support cases, end customers may be reluctant to buy our solutions, which could decrease demand for our solutions and harm our ability to achieve a return on the investments and resources that we have dedicated to ensuring compatibility. Developing solutions that interoperate properly requires substantial partnering, capital investment and employee resources, as well as the cooperation of the vendors or developers of the software applications and hypervisors both with respect to product development, certification, and support processes. Vendors may not provide us with early or any access to their technology and products, assist us in these development efforts, certify our solutions, share with or sell to us any application programming interfaces ("APIs"), formats, or protocols we may need, or cooperate with us to support end customers. If they do not provide us with the necessary access, assistance or proprietary technology on a timely basis or at all, we may experience product development delays or be unable to ensure the compatibility of our solutions with such new technology or products. Some of these vendors also sell solutions that compete directly or indirectly with our solutions and therefore may not be incentivized to cooperate with us to ensure interoperability, certify our solutions, or support joint customers. To the extent that vendors develop products that compete with ours, they have in the past, and may again in the future, withhold their cooperation, decline to share access, certify our solutions or sell or make available to us their proprietary APIs, protocols or formats or engage in practices to actively limit the functionality, compatibility, certification, or support of our products. If any of the foregoing occurs, our product development efforts may be delayed or impaired, our solutions could become less attractive to end customers resulting in a decline in sales, which could reduce demand for our solutions, impair our competitive position, and adversely affect our business, operating results, and prospects.
If we fail to successfully execute on our plan to sell more cloud services, which are sold on a ratable subscription-basis, our results of operations could be adversely affected.
We have sold and anticipate selling more of our products and services as cloud-based offerings - which include offerings hosted on public cloud infrastructure as well as part of the Nutanix Cloud Platform - on a ratable subscription basis. While cloud-based offerings currently make up a small portion of our business, selling these offerings has required, and will continue to require, a considerable investment of resources and will continue to divert resources and increase costs, especially in cost of license and other revenues, in any given period. We have also made, and intend to continue to make, investments in the supporting infrastructure for such cloud-based offerings that we host and may not recoup the costs of such investments. Such investments of resources may also not improve our long-term growth and results of operations. Further, the increase in some costs associated with our cloud-based services may be difficult to predict over time, especially in light of our lack of historical experience with the costs of delivering cloud-based versions of our solutions.

 
21

Table of Contents
 

We believe our plan has certain advantages; however, it also presents a number of risks to us including, but not limited to, the following:
• arrangements entered into on a ratable subscription basis may delay when we can recognize revenue, even when compared to similar term-based subscription sales, which we currently recognize upfront, and can require up-front costs, which may be significant;

• since revenue is recognized ratably over the term of the customer agreement, any decrease in customer purchases of our ratable subscription-based products and services will not be fully reflected in our operating results until future periods. This will also make it difficult for us to increase our revenue through additional ratable subscription sales in any given period;

• cloud-based ratable subscription arrangements are generally under short-term agreements. Accordingly, our customers generally have no long-term obligation to us and may cancel their subscription at any time, even if our customers are satisfied with our cloud-based subscription products; and

• there is no assurance that the cloud-based solutions we offer on a ratable subscription basis, including new products that we may introduce, will receive broad marketplace acceptance.

If we fail to properly execute on our plan to sell more of our products and services as cloud-based offerings on a ratable subscription basis, our business and operating results would be adversely affected, and the price of our securities could decline.
If we fail to develop or introduce new or enhanced solutions on a timely or cost-effective basis, our ability to attract and retain end customers could be impaired and our brand, reputation and competitive position could be harmed.
We operate in a dynamic environment characterized by rapidly changing technologies, industry standards and technological obsolescence. We must continually create valuable software solutions and integrate these solutions across hardware platforms. To compete successfully, we must design, develop, market, and sell new or enhanced solutions that provide increasingly higher levels of performance, capacity, scalability, security, interoperability, application mobility, and reliability and meet the cost expectations of our end customers. The introduction of new products by our competitors, the market acceptance of products based on new or alternative technologies, including generative and agentic AI capabilities, or the emergence of new industry standards could render our existing or future solutions obsolete or less attractive to end customers. Any failure to anticipate or develop new or enhanced solutions or technologies in a timely or cost-effective manner in response to technological shifts, including those driven by AI, could result in decreased revenue and harm to our business and prospects. Any new feature or application that we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve broad market acceptance and investments in research and development or efforts to optimize our engineering cost structure may not be successful. In particular, if we fail to timely release new products, technology or services that we previously announced, our brand and reputation could be harmed. For example, in May 2023 we announced Project Beacon, our multi-year effort to deliver a portfolio of data-centric infrastructure-as-a-service and platform-as-a-service-level services available natively anywhere, including on the Nutanix Cloud Platform or on public clouds. In May 2025, we launched Cloud Native AOS, the first product from Project Beacon. If we fail to introduce new or enhanced solutions that meet the needs of our end customers, such as Project Beacon, or penetrate new markets in a timely fashion, we may lose market share, and our business, operating results, and prospects could be adversely affected.
 
 

 
22

Table of Contents
 

Developments or improvements in enterprise IT infrastructure technologies may materially and adversely affect the demand for our solutions.
Significant developments in enterprise IT infrastructure technologies, such as advances in storage, virtualization, containers, networking, disaster recovery, edge computing, management software, and public cloud and hybrid cloud infrastructure solutions, may materially and adversely affect our business, operating results and prospects in ways we do not currently anticipate. Any failure by us to develop new or enhanced technologies or processes, to react to changes or advances in existing technologies or to correctly anticipate these changes or advances as we create and invest in our product roadmap, could materially delay our development and introduction of new solutions, which could result in the loss of competitiveness of our solutions, decreased revenue and a loss of market share to competitors. In addition, public cloud infrastructure offers alternatives to the on-premises infrastructure deployments that our platform currently primarily supports. Various factors could cause the rate of adoption of public cloud infrastructure to increase, including decreases in the price of public cloud offerings, increased interoperability with on-premises infrastructure solutions that compete with our solutions, and improvements in the ability of public cloud providers to deliver reliable performance, enhanced security, better application compatibility, and more precise infrastructure control. In addition, the rate of adoption of public cloud infrastructure could increase due to increased customer interest in artificial intelligence, machine learning, and generative AI capabilities that may be offered by public cloud providers. Any of these factors could make our platform less competitive as compared to the public cloud and could materially and adversely affect the demand for our solutions.
Investing in our AI capabilities introduces risks, which, if realized, could adversely impact our business.
We have made, and expect to continue making, investments in our AI capabilities across our business, products, and services, including efforts to position the Nutanix Cloud Platform as a preferred platform for running enterprise AI workloads. AI technologies are complex and rapidly evolving, and we face significant competition from other companies and are subject to an evolving regulatory landscape. The introduction of AI technologies into new or existing products and services may result in new or enhanced governmental or regulatory scrutiny, litigation, privacy, confidentiality or security risks, ethical concerns, legal liability, or other complications that could adversely affect our business, reputation, or financial results. For example, the European Union has enacted the AI Act and in the United States, new AI-related laws and regulations are emerging such as the Colorado AI Act, the California AI Transparency Act, the Utah Artificial Intelligence Policy Act, and the Texas Responsible AI Governance Act, with numerous more being proposed at the federal, state, and local levels. These laws and regulations could require us to comply with various requirements depending on the nature and categorization of AI, and our role. This may result in expending resources and additional costs to comply with these requirements, change our business practices, or provide additional infrastructure, policies, safeguards, and personnel to support the ongoing governance and oversight of such AI technologies, including notice, transparency, and AI risk assessment and mitigation obligations. For example, in the United States, in 2025 the current presidential administration rescinded an executive order relating to the safe and secure development of AI technologies that was previously implemented by the former administration in 2023. The administration then issued a new executive order that, among other things, requires certain agencies to develop and submit to the president action plans to “sustain and enhance America’s global AI dominance,” and to specifically review and, if possible, rescind rulemaking taken pursuant to the rescinded executive order. In July 2025, the current administration further issued America’s AI Action Plan, focusing on the three pillars of innovation, infrastructure, and international diplomacy and security in AI, and seven underlying principles. The current administration may continue to rescind other existing federal orders and/or administrative policies relating to AI technologies, or may implement new executive orders and/or other rule making relating to AI technologies in the future. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance with old frameworks or meet new obligations.

 
23

Table of Contents
 

The intellectual property ownership and license rights, including copyright, surrounding AI technologies have not been fully addressed by laws or regulations, and our use or adoption of third-party AI technologies into our business operations, products and services may result in exposure to claims of copyright infringement or other intellectual property misappropriation, as well as potential liability to customers.
AI technologies may use algorithms, datasets, or training methodologies that may be flawed or contain deficiencies that may be difficult to detect during testing. AI technologies, including generative AI, may create content that appears correct but is factually inaccurate, flawed, or biased. Use of such content may be to the detriment of the user, or it may lead to discriminatory or other adverse outcomes, which may expose us to brand or reputational harm, competitive harm, regulatory scrutiny and fines, and/or legal liability. Further, AI technologies may repurpose data beyond its original intent or without the consent of an individual where required, or involve unintended cross-border transfers, challenging privacy principles and potentially resulting in privacy-related claims, liability, or regulatory scrutiny. As we expand our use of AI technologies, we may be required to update our agreements, policies, and controls to address these risks and meet evolving customer and regulatory expectations.
Our growth depends on our existing end customers renewing or upgrading their subscriptions and support and entitlement agreements and making additional purchases of software licenses and software upgrades, and the failure of our end customers to do so could harm our business and operating results.
Our future success depends on our existing end customers renewing or upgrading their subscription and support and entitlement agreements and making additional purchases of software licenses and software upgrades. If our end customers do not renew or upgrade their subscription and support and entitlement agreements and/or purchase additional software licenses or software upgrades, our revenue may decline, and our operating results may be harmed. In order for us to maintain or improve our operating results, we depend on our existing end customers renewing their subscription agreements as well as their support and entitlement agreements or purchasing additional solutions. End customers may choose not to renew their subscription agreements or support and entitlement agreements, or purchase additional solutions, because of several factors, such as dissatisfaction with our platform, solutions, support, or prices (including relative to competitive offerings), reductions in our end customers’ spending levels or other causes outside of our control. If our existing end customers do not purchase new solutions or renew or upgrade their subscription agreements or support and entitlement agreements, our revenue may grow more slowly than expected or may decline, and our business and operating results may be adversely affected.
We rely primarily on indirect sales channels for the distribution of our solutions, and disruption within these channels or underperformance by our channel partners could adversely affect our business, operating results and cash flows.
We primarily sell our solutions through indirect sales channels, including channel partners, such as distributors, our OEM partners, value added resellers, and system integrators. Our OEM partners may in turn distribute our solutions through their own networks of channel partners with whom we have no direct relationships.

 
24

Table of Contents
 

We rely, to a significant degree, on our channel partners to select, screen and maintain relationships with their distribution networks and to distribute our solutions in a manner that is consistent with applicable law, regulatory requirements and our quality standards. If our channel partners or a partner in their distribution network violates applicable law or regulations, misrepresents the functionality of our solutions, or otherwise engages in conduct that results in regulatory scrutiny or legal action, our reputation and brand could be damaged, and we could be subject to potential liability. Additionally, if we are unable to establish relationships with strong channel partners in key growth regions, our ability to sell our solutions in these regions may be adversely affected. Our agreements with our channel partners are generally non-exclusive, meaning our channel partners may offer end customers the products of several different companies, including products that compete with ours. As a result, our channel partners, including our OEM partners, may not be fully incentivized to prioritize or actively promote our solutions, particularly if they also sell their own products or those of our competitors. In addition, we have limited visibility into and control over the sales efforts and go-to-market strategies of our OEM partners, and their sales performance may not meet our expectations. If our OEM partners or other channel partners do not effectively market and sell our solutions, choose to allocate fewer resources to our solutions, or fail to meet the needs of our end customers, our business, operating results and prospects may be adversely affected. Our channel partners may cease marketing our solutions with limited or no notice and with little or no penalty. The loss of a substantial number of our channel partners, together with our inability to replace them, or the failure to recruit additional channel partners or establish an alternative distribution network could materially and adversely affect our business and operating results. Sales through our top two distributors to our end customers represented 41% of our total revenue for fiscal 2025. In addition, if a channel partner offers its own products or services that are competitive to our solutions, is acquired by a competitor or reorganizes or divests its reseller business units, our revenue derived from that partner may be adversely impacted or eliminated altogether.
Recruiting and retaining qualified channel partners and training them in the use of our technologies requires significant time and resources. If we fail to devote sufficient resources to support and expand our network of channel partners, our business may be adversely affected. Maintaining strong indirect sales channels for our products and effectively leveraging our channel partners and OEMs is important to our growth strategy, and the failure to effectively manage these relationships may lead to higher costs and reduced revenue. Although we believe that this transition will make our sales channels more efficient and broader reaching in the long term in these markets, there is no guarantee that this new distribution model will increase our sales in the short term or allow us to sustain our gross margins. Any potential delays or confusion during the transition process to our new partners may negatively affect our relationship with our existing end customers and channel partners and may cause us to lose prospective end customers or additional business from existing end customers or cause a decline in renewal rates with existing end customers. Upon completion of the transition to the new sales model, we will be more reliant on fewer channel partners, which may reduce our contact with our end customers making it more difficult for us to establish brand awareness, ensure proper delivery and installation of our software, support ongoing end customer requirements, estimate end customer demand, respond to evolving end customer needs, and obtain subscription renewals from end customers.

 
25

Table of Contents
 

Substantially all of our sales to government entities have been made indirectly through our channel partners. Government entities may have statutory, contractual or other legal rights to terminate contracts with our channel partners for convenience or due to a default. If a material portion of government contracts becomes subject to renegotiation or termination, any such renegotiation or termination may adversely impact our future operating results. We also sometimes rely on our channel partners to satisfy certain regulatory obligations that we would otherwise have to satisfy if we sold directly to the government entities, and our channel partners may be unable or unwilling to satisfy these obligations in the future. In addition, a channel partner may become restricted in its ability to conduct business with government entities due to its own regulatory or legal issues. If we are unable to transition to another qualified channel partner in a timely manner, our ability to sell to government entities could be negatively impacted. Governments routinely investigate and audit government contractors’ (including subcontractors') administrative processes, and any unfavorable audit could result in the government refusing to continue buying our solutions, our channel partners changing their business models or refusing to continue to sell our solutions under current models, a reduction of revenue or fines, or civil or criminal liability if the audit uncovers improper or illegal activities.
If our indirect distribution channel is disrupted, particularly if we are reliant on a fewer number of channel partners, or if we are required to directly satisfy certain regulatory obligations imposed by government entities as a result of our efforts to expand our sales to government entities, we may be required to devote more time and resources to distribute our solutions directly and support our end customers, which may not be as effective and could lead to higher costs, reduced revenue and growth that is slower than expected.
Our operating results and key financial and performance metrics may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.
Our operating results and key financial and performance metrics, including revenue, ARR, and free cash flow, may fluctuate due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. If our operating results or any of our key financial and performance metrics in any particular period fall below analyst or investor expectations, the market price of our securities would likely decline, potentially significantly. Factors that are difficult to predict and that could cause our operating results to fluctuate include, but are not limited to:
• the timing and magnitude of bookings, and the license start dates of subscriptions in any quarter as well as the timing of ARR and/or GAAP revenue recognition associated with those transactions, which may diverge due to a variety of factors;

• subscription renewal rates;

• the timing of subscription renewals, such as subscription renewals that occur earlier than expected, which may have the effect of moving expected bookings and revenue from future periods to the current period;

• our ability to attract new end customers and retain and increase sales to existing end customers;

• disruptions in our sales channels or shifts in our relationships with important channel, OEM, ecosystem and cloud partners, and changes in their go-to-market priorities, incentive structures or terms;

• the timing of revenue recognition for our sales;

• reductions in end customers’ budgets for information technology purchases;

• delays in end customers’ purchasing cycles or deferments of end customers’ purchases in anticipation of new products or updates from us or our competitors;

 
26

Table of Contents
 

• fluctuations in demand and competitive pricing pressures for our solutions;

• the lengths of our contract durations;

• the mix of solutions sold, and the mix of revenue between product and support, entitlements and other services;

• our ability to develop, introduce and ship in a timely manner new solutions and product enhancements that meet customer requirements, and market acceptance of such new solutions and product enhancements;

• the timing of product releases or upgrades or announcements by us or our competitors;

• any change in the competitive dynamics of our markets, including consolidation or partnerships among our competitors or partners, new entrants, shifts in customer preferences, or discounting of prices;

• the amount and timing of expenses to grow our business and the extent to which we are able to take advantage of economies of scale or to leverage our relationships with OEM or channel partners;

• the costs associated with acquiring new businesses and technologies and the follow-on costs of integrating and consolidating the results of acquired businesses;

• the amount and timing of stock-based compensation expenses incurred as a result of granting equity awards to attract, retain, and motivate employees and key personnel;

• our ability to control the costs of our solutions and their key components, or to pass along any cost increases to our end customers;

• general economic, industry and market conditions and other events that may be outside of our control, such as political and social unrest, terrorist attacks, hostilities, war, malicious human acts, climate change, natural disasters (including extreme weather), supply chain disruption or shortages, pandemics or other major public health concerns, and other similar events; and

• future accounting pronouncements, changes in accounting policies, and changes in how we define or calculate key performance metrics.

The occurrence of any one of these risks could negatively affect our operating results in any particular quarter, which could cause the price of our securities to decline.

 
27

Table of Contents
 

Because a significant portion of our revenue is recognized ratably over the term of the contractual service period, downturns or upturns in sales are not immediately reflected in full in our results of operations.
Subscription revenue accounts for the substantial majority of our revenue, comprising 93%, 94%, and 95% of our total revenue for fiscal 2023, 2024, and 2025, respectively. A significant portion of our subscription revenue is revenue from software entitlement subscriptions, support subscriptions and SaaS offerings, which is recognized ratably over the contractual service period. As a result, a significant portion of our revenue that we report for each fiscal quarter represents the recognition of deferred revenue from subscription agreements entered into during previous fiscal quarters. Consequently, any decline in any such subscriptions, whether new subscriptions or renewals, in any given fiscal quarter will not be fully or immediately reflected in our revenue for that quarter. However, any such decline will negatively affect our revenue for future quarters. Accordingly, the effect of significant downturns in sales, our failure to achieve our internal sales targets, a decline in the market acceptance of our services, or a decrease in retention rates may not be fully reflected in our operating results until future periods. Our subscription model also makes it more difficult for us to rapidly increase our revenue through additional sales in any period, as a significant portion of our revenue from additional sales must be recognized over the applicable subscription duration.
Our gross and operating margins are impacted by a variety of factors and may be subject to variation from period to period.
Our gross and operating margins may be affected by a variety of factors, including fluctuations in the pricing of our products (including as a result of competitive pricing pressures or increases in component pricing), the degree to which we are successful in selling the value of incremental feature improvements and upgrades, customer renewal rates and the degree to which renewals drive our top-line growth, changes in the mix between direct versus indirect sales, changes in the mix of products sold, and the timing and amount of recognized and deferred revenue, particularly as a result of our subscription-based business model. In addition, operating margin may be affected by changes in our cost structure, including investments in sales and marketing, research and development, and general and administrative functions, as well as the timing of those investments relative to revenue recognition. If we are unable to manage these factors effectively, our gross and operating margins may decline, and fluctuations in these metrics may make it difficult to manage our business and to maintain profitability, which could adversely affect our business and operating results.

 
28

Table of Contents
 

Because our business depends on manufacturers of hardware, including our OEM partners, to timely and cost-effectively produce and ship the hardware platforms on which our software runs, we are susceptible to supply chain disruptions, delays, quality events, and pricing fluctuations, which have adversely affected, and could further adversely affect, our business.
Our business depends on manufacturers (including Supermicro and our OEM partners) to produce the hardware platforms on which our software runs (including both the Nutanix-branded NX series hardware platforms and the various third-party hardware platforms that are included on our hardware compatibility list) as well as various products that are beyond our control or the control of such manufacturers, which exposes us to direct and indirect risks beyond our control, including reduced control over quality assurance, product costs, product availability, supply chain disruptions and delays, and potential reputational harm and brand damage. We may not be able to discover, manage, and/or remediate such risks in a timely manner or at all. Key components of the servers on which our software runs have in the past been, and may in the future be, affected by chip shortages. In addition, increases in hardware prices, whether due to component shortages or other cost pressures, could reduce customer demand for our software if customers delay or scale back purchases of certified hardware platforms needed to run our solutions. Customers may also respond to rising hardware costs by reevaluating their overall IT budgets or seeking to reduce total solution costs, which could adversely affect demand for our software and put pressure on pricing and margins. Furthermore, fulfilling orders for NX series hardware platforms or other hardware platforms on which our software runs may not be a priority for such manufacturers in guiding their business decisions and operational commitments. If we fail to manage our relationships with such manufacturers effectively, or if such manufacturers experience delays, disruptions or increased manufacturing lead times, component lead-time disruptions, capacity constraints, or quality control problems in their operations or are unable to address our or our end customers’ requirements for or concerns about timely delivery, our ability to sell our solutions to our end customers could be severely impaired due to the lack of availability of certified hardware platforms, and our customers' ability, or willingness, to consume our software may be materially impacted or delayed, which could adversely affect our business and operating results, competitive position, brand and reputation, as well as our relationships with affected customers.
In particular, we rely substantially on Supermicro to manufacture, as well as assemble and test, the Nutanix-branded NX series hardware platforms. Our agreement with Supermicro automatically renews for successive one-year periods, with the option to terminate upon each annual renewal, and does not contain any minimum long-term commitment to manufacture NX-branded hardware platforms. If we are required to change the manufacturer or contract manufacturers for the assembly and testing of our NX-branded hardware platforms, we may lose revenue, incur increased costs and damage our channel partner and end customer relationships. We may also decide to switch or bring on additional contract manufacturers for the assembly and testing of our NX-branded hardware platforms in order to better meet our needs. Switching to or bringing on a new OEM partner or contract manufacturer and commencing production can be expensive and time-consuming and may cause delays in order fulfillment at our existing OEM partners and contract manufacturers or cause other disruptions.
Our agreement with Supermicro does not contain any price assurances, and increases in component costs, without a corresponding increase in the price of our NX series solutions, could reduce the amount that an end customer pays for our software, thereby adversely affecting our revenue. Furthermore, we may need to increase our component purchases, manufacturing capacity and internal test and quality functions if we experience increased demand. The inability of Supermicro or other manufacturers to produce adequate supplies of hardware platforms could cause a delay in customers’ ability to consume our software and our order fulfillment, and our business, operating results and prospects, would be adversely affected. As of July 31, 2025, we had approximately $106.9 million in the form of guarantees to our contract manufacturers related to certain components.

 
29

Table of Contents
 

There are a limited number of suppliers, and in some cases single-source suppliers, for several key components in our NX-branded hardware platforms as well as other hardware platforms that our software is certified to operate on (including hardware platforms from our OEM partners), and any delay or disruption in the availability or quality of these components could delay shipments of the NX-branded hardware platforms and damage our channel partner or end customer relationships, or cause our customers to delay purchasing our software.
We rely on a limited number of suppliers, and in some cases single-source suppliers, for several key hardware components of the Nutanix-branded NX series hardware platforms. These components are generally purchased on a purchase order basis through Supermicro, and we do not have long-term supply contracts with these suppliers. This reliance on key suppliers exposes us to risks, including reduced control over product quality, production and component costs, timely delivery, and capacity. It also exposes us to the potential inability to obtain an adequate supply of required components because we do not have long-term supply commitments, and replacing some of these components would require a lengthy product qualification process. Furthermore, we extensively test and qualify the components that are used in NX-branded hardware platforms and other platforms on our hardware compatibility list, including hardware platforms from our OEM partners, to ensure that they meet certain quality and performance specifications. If the supply of certain components is disrupted or delayed, or if there is a need to replace existing suppliers on the qualified hardware configuration, there can be no assurance that additional supplies or components can serve as adequate replacements for the existing components, will be available when required or that supplies will be available on terms that are favorable, and it may require modifying our solutions to interoperate with the replacement components. Any of these developments could extend the lead times, increase the costs of the components or costs of product development, cause us to miss market windows for product launch and adversely affect our business, operating results and financial condition.
We generally maintain minimal inventory for repairs and a number of evaluation and demonstration units, and generally acquire components only as needed. We do not enter into long-term supply contracts for these components. As a result, our ability to respond to channel partner or end customer orders efficiently may be constrained by the then-current availability, terms and pricing of these components. The technology industry has experienced component shortages and delivery delays in the past, including a global chip shortage, and there may be shortages or delays of critical components in the future as a result of strong demand in the industry, component availability constraints, or other factors. If we or our suppliers inaccurately forecast demand for our solutions or we ineffectively manage our enterprise resource planning processes, our suppliers may have inadequate inventory, which could increase the prices we must pay for substitute components or result in our inability to meet demand for our solutions, as well as damage our channel partner or end customer relationships.
If the suppliers of the components of compatible hardware platforms increase prices of components, experience delays, disruptions, capacity constraints, quality control problems in their manufacturing operations or adverse changes to their financial condition, our ability to ship hardware platforms to our channel partners or end customers in a timely manner and at competitive prices could be impaired, and our customers' ability to acquire hardware on which to run our software could be impaired, and our competitive position, brand, reputation, and operating results could be adversely affected. Qualifying a new component can be expensive and time-consuming. If we are required to change key suppliers, we may lose revenue and damage our channel partner or end customer relationships which could adversely impact our revenue and operating results.

 
30

Table of Contents
 

We rely upon third parties for the warehousing and delivery of hardware platforms and replacement parts for support, and we therefore have less control over these functions than we otherwise would.
We outsource the warehousing and delivery of hardware platforms and spare parts to a third-party logistics provider for spares and service parts fulfillment. In addition, some of our support offerings commit us to replace defective parts in our hardware platforms as quickly as four hours after the initial customer support call is received, which we satisfy by storing replacement parts inventory in various third-party supply depots in strategic worldwide locations. As a result of relying on third parties, we have reduced control over shipping and logistics transactions and costs, quality control, security, and the supply of replacement parts for support. Consequently, we may be subject to shipping disruptions and unanticipated costs as well as failures to provide adequate support for reasons that are outside of our direct control. If we are unable to have hardware platforms or replacement products shipped in a timely manner, end customers may seek to cancel their contracts with us, we may suffer reputational harm, and our business, operating results and prospects may be adversely affected.
Our ability to sell our solutions is dependent in part on ease of use and the quality of our technical support, and any failure to offer high-quality technical support would harm our business, operating results and financial condition.
Once our solutions are deployed, our end customers depend on our support organization to resolve any technical issues relating to our solutions. Furthermore, because of the emerging nature of our solutions, our support organization often provides support for and troubleshoots issues for products of other vendors running on our solutions, even if the issue is unrelated to our solutions. There is no assurance that we can solve issues unrelated to our solutions, or that vendors whose products run on our solutions will not challenge our provision of technical assistance to their products. Our ability to provide effective support is largely dependent on our ability to attract, train and retain personnel who are not only qualified to support our solutions, but also well versed in some of the primary applications and hypervisors that our end customers run on our solutions. Furthermore, as we have international operations, our support organization faces additional challenges, including those associated with delivering support, training and documentation in languages other than English. In addition, as we continue to evolve our product portfolio, which may include additional solutions, our ability to provide high-quality support will become more difficult and will involve more complexity. Any failure to maintain high-quality installation and technical support, or a market perception that we do not maintain high-quality support, could harm our reputation and brand, adversely affect our ability to sell our solutions to existing and prospective end customers, and could harm our business, operating results and financial condition.
Our solutions are highly technical and may contain undetected defects, which could cause data unavailability, unauthorized access to, loss, or corruption that might, in turn, result in liability to our end customers and harm to our reputation, brand and business.
Our solutions are highly technical and complex and are often used to store information critical to our end customers’ business operations. Our solutions may contain undetected errors, defects or security vulnerabilities that could result in data unavailability, unauthorized access to, loss, corruption, or other harm to our end customers’ data, including personal or identifying information regarding their employees, customers, and suppliers, as well as their finance and payroll data, and other sensitive business information. In addition, as we expand our platform and introduce new cloud-based products that may hold more of our customers’ data, any undetected or unresolved errors, defects or security vulnerabilities may result in data unavailability, unauthorized access to, loss, corruption, or other harm to our end-customers' data. Some errors or defects in our solutions may only be discovered after they have been installed and used by end customers. In addition, we may make certain commitments to our OEMs regarding the time frames within which we will correct any security vulnerabilities in our software. If any hardware or software errors, defects or security vulnerabilities are discovered in our solutions after commercial release, a number of negative effects in our business could result, including but not limited to:

 
31

Table of Contents
 

• lost revenue or lost OEM or other channel partners or end customers;

• delays in developing and deploying patches and other remedial measures to adequately address vulnerabilities, if any;

• increased costs, including warranty expense and costs associated with end customer support as well as development costs to remedy the errors or defects;

• delays, cancellations, reductions, or rescheduling of orders or shipments;

• product returns or discounts; and

• damage to our reputation and brand.

In addition, we could face legal claims for breach of contract, product liability, tort, or breach of warranty. While many of our contracts with end customers contain provisions relating to warranty disclaimers and liability limitations, these provisions might not be upheld or might not provide adequate protection if we face such legal claims. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of us and our solutions. In addition, our business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on terms favorable or acceptable to us or at all. These product-related issues could result in claims against us and our business could be adversely impacted.
Our business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could have an adverse effect on our business and operating results.
We derive a portion of our revenue from contracts with federal, state, local, and foreign governments, and we believe that the success and growth of our business will continue to depend on our successful procurement of government contracts. Government contracts may require the maintenance of certain security clearances for facilities and employees. However, demand is often unpredictable from government organizations, and there can be no assurance that we will be able to maintain or grow our revenue from the public sector. Government agencies are subject to budgetary processes and expenditure constraints that could lead to delays or decreased capital expenditures in IT spending, particularly in light of continued uncertainties about government spending levels, such as recent changes to, or failure to appoint new, government leaders. We have also recently experienced longer sales cycles and increased variability in transactions involving federal government agencies, which we believe are due to internal personnel changes and more extensive procurement reviews within these organizations. The budget and approval process for government agencies also experiences a longer sales cycle relative to our other end customers, and it may be difficult for us to accurately forecast the impact of these contracts on our future operating results. If government organizations reduce or shift their capital spending patterns, our business, operating results and prospects may be harmed. Factors that could impede our ability to maintain or increase the amount of revenue derived from government contracts, include, but are not limited to:
• the elimination of certain government agencies;

• public sector budgetary cycles and funding authorizations;

• changes in fiscal or contracting policies;

• decreases in available government funding;

• changes in government programs or applicable requirements;

 
32

Table of Contents
 

• the adoption of new laws or regulations or changes to existing laws or regulations;

• potential delays or changes in the government appropriations or other funding authorization processes;

• delays caused by reductions in force in government agencies; and

• higher expenses associated with, or delays caused by, diligence and qualifying or maintaining qualification as a government vendor.

The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our solutions in the future or otherwise have an adverse effect on our business, operating results and prospects.
Our international operations expose us to additional risks, and failure to manage those risks could adversely affect our business, operating results and cash flows.
We derive a significant portion of our revenue from end customers and channel partners outside the United States. We derived approximately 44%, 45% and 44% of our total revenue from our international customers based on bill-to location for fiscal 2023, 2024, and 2025, respectively. We are continuing to adapt to and develop strategies to address international markets but there is no guarantee that such efforts will have the desired effect. As of July 31, 2025, approximately 59% of our full-time employees were located outside of the United States. We expect that our international activities will continue to grow over the foreseeable future as we continue to pursue opportunities in existing and new international markets, which will require significant management attention and financial resources. We are subject to risks associated with having significant worldwide operations, including, but not limited to:
• business practices may differ from those in the United States and may require us in the future to include terms other than our standard terms in customer, channel partner, employee, consultant, and other contracts;

• political, economic and social instability or uncertainty around the world, including the ongoing military conflict in Ukraine and continued instability in the Middle East;

• potential changes in trade relations arising from policy initiatives implemented by, or statements made by, the U.S. government, including evolving trade policies and tariff regimes that may impact global supply chains and cross-border commerce;

• the potential impact of tariffs or other trade restrictions imposed by, or threatened to be imposed by, the U.S. government, including newly introduced or adjusted tariffs under recent trade initiatives and reciprocal actions by other governments;

• greater difficulty in enforcing contracts, judgments and arbitration awards in international courts, and in collecting accounts receivable and longer payment and collection periods;

• greater risk of unexpected changes in regulatory practices, tariffs and tax laws and treaties;

• risks associated with trade restrictions and foreign legal requirements, including the importation, certification and localization of our solutions required in foreign countries;

• greater risk of a failure of foreign employees, partners, distributors, and resellers to comply with both U.S. and foreign laws, including antitrust regulations, the U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), the United Kingdom Bribery Act of 2010 ("UK Bribery Act"), U.S. or foreign sanctions regimes and export or import control laws, and any trade regulations ensuring fair trade practices;

 
33

Table of Contents
 

• heightened risk of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, or irregularities in, financial statements;

• requirements to comply with foreign privacy, data protection and information security laws and regulations and the risks and costs of noncompliance, including new and evolving laws governing AI and data privacy, such as the European Union's AI Act;

• increased expectations from foreign customers and other stakeholders about our performance relating to environmental, social and governance factors (such as climate-related performance), and requirements to comply with foreign sustainability standards or initiatives, including new sustainability standards and due diligence obligations in the European Union, such as the Corporate Sustainability Reporting Directive ("CSRD") and the Corporate Sustainability Due Diligence Directive ("CSDDD");

• reduced or uncertain protection for intellectual property rights in some countries;

• impediments to the flow of foreign exchange capital payments and receipts due to exchange controls instituted by certain foreign governments;

• increased expenses incurred in establishing and maintaining corporate entities, office space and equipment for our international operations;

• difficulties in managing and staffing international offices and increased travel, infrastructure and legal and regulatory compliance costs associated with multiple international locations, including costs related to additional regulatory reviews or audits, financial accounting and reporting obligations and international cybersecurity requirements;

• greater difficulty in identifying, attracting and retaining local experienced personnel, and the costs and expenses associated with such activities;

• the challenge of managing a development team in geographically disparate locations;

• management communication and integration problems resulting from cultural and geographic dispersion;

• differing employment practices and labor relations issues;

• fluctuations in exchange rates between the U.S. dollar and foreign currencies in markets where we do business; and

• treatment of revenue from international sources for tax purposes and changes in tax laws, regulations or official interpretations, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions.

As we expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks. These factors and other factors could harm our ability to gain future international revenue and, consequently, materially impact our business, operating results and financial condition. The entry into additional international markets will require significant management attention and financial resources. Our failure to successfully manage our international operations and the associated risks effectively could limit the future growth of our business.

 
34

Table of Contents
 

Risks Related to Cybersecurity and Intellectual Property
If we are the victim of a cyber attack or other cybersecurity incident and our networks, computer systems or software solutions are breached or unauthorized access to sensitive or proprietary information, including employee or customer data, otherwise occurs, our business operations may be interrupted, our reputation and brand may be damaged, and we may incur significant liabilities.
Cyber attacks designed to gain access to sensitive or proprietary information by breaching mission critical systems of large organizations are constantly evolving, and high-profile electronic security breaches and other cybersecurity incidents leading to the unauthorized release of sensitive or proprietary information, including employee and customer information, have occurred at a number of large companies in recent years. Companies in our industry have reported that they have been subject to such cyber attacks, including attacks potentially from nation-state actors, and we could be subject to similar attempted attacks. More generally, computer malware, viruses, social engineering (predominantly spear phishing attacks), and general hacking have become prevalent in our industry, particularly against cloud services, and we and companies like us can suffer security breaches and other cybersecurity incidents from a variety of causes, whether due to third-party action, software bugs or vulnerabilities or coding errors, physical break-ins, employee error, malfeasance, or otherwise. In addition, retaliatory acts by countries subject to Western sanctions could include cyber attacks that could disrupt the economy or that could also either directly or indirectly impact our operations. We also continue to incorporate AI solutions and features into our platform, which may result in security incidents, jailbreaking, or otherwise increase cybersecurity risks. Additionally, artificial intelligence and machine learning may increase cybersecurity risks we face through, for example, being used to increase the prevalence or intensity of cyber attacks.
While we regularly face a wide variety of attempted attacks and other cybersecurity incidents, our preventative and detective security systems and controls have protected us to-date from any such attack or incident having a significant impact on our business. However, there is no assurance that these systems and controls will prevent any future attacks or incidents that may have a significant impact on our business. As we transition to offering more cloud-based solutions, as well as those based on our partnerships with third-party public cloud providers, we and our third-party public cloud providers may increasingly be the target of cyber threats or be exposed to other types of cybersecurity incidents. We also use other third-party platforms and other services, and as a result, we have been exposed to in the past, and may be exposed to in the future, cybersecurity incidents related to such third-party services.
Because the techniques used and vulnerabilities exploited to obtain unauthorized access or to sabotage systems change frequently, and generally are not identified until they are launched against a target, we may be unable to anticipate these techniques or vulnerabilities or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period.
If any unauthorized access to, or security breach of, or other cybersecurity incident affecting, our solutions occurs, such an event could result in the loss of data, loss of intellectual property or trade secrets, loss of business, severe reputational or brand damage adversely affecting end customer or investor confidence, regulatory investigations and orders and other enforcement actions, litigation, indemnity obligations, damages for contract breach, and penalties for violation of privacy, data protection, artificial intelligence, and other applicable laws, regulations or contractual obligations. We may also be subject to potentially significant costs for remediation that may include liability for stolen assets or information and repair of system damage that may have been caused or incentives offered to end customers or other business partners in an effort to maintain business relationships after a breach and other liabilities. Additionally, any such event or perceived event could impact our reputation and brand, harm customer confidence, hurt our sales and expansion into existing and new markets, or cause us to lose potential or existing end customers. Any actual, potential or anticipated attack or other cybersecurity incident may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.

 
35

Table of Contents
 

Furthermore, a high-profile security breach or incident suffered, or perceived to have been suffered, by an industry peer may entail a general loss of trust in our industry and thereby have a similar adverse impact on our business and financial performance as a direct breach suffered by us. We could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or incidents and to remediate our systems, we could be exposed to a risk of loss, litigation or regulatory action and possible liability, and our ability to operate our business may be impaired.
In addition, if the security measures of our end customers, partners, vendors, or suppliers are compromised, even without any actual compromise of our own systems or of our solutions used by such end customers, partners, vendors, or suppliers, we may face negative publicity, reputational harm or brand damage if our end customers, partners, vendors, or suppliers or anyone else incorrectly attributes the blame for such incidents to us or our solutions. If end customers believe that our solutions do not provide adequate security for the storage of personal or other sensitive or proprietary information or the transmission of such information over the internet, our business will be harmed. End customers’ concerns about security or privacy may deter them from using our solutions for activities that involve personal or other sensitive information, which may significantly affect our business and operating results.
Moreover, we have acquired a number of companies, products, services, and technologies over the years. Although we devote significant resources to address any security issues with respect to such acquisitions, we may still inherit additional risks as we integrate these companies, products, services, and technologies into our business and solutions.
Third-party claims that we are infringing intellectual property, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and our business could be harmed.
A number of companies, both within and outside of the enterprise and cloud computing infrastructure industry, hold a large number of patents covering aspects of storage, servers, networking, desktop, security, virtualization, containerization, database management, cloud services products, and other technologies relevant to our products. In addition to these patents, participants in these technology and market areas typically also protect their technology through copyrights, as trade secrets and by contractual means. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. We have received, and in the future may receive, inquiries from other intellectual property holders and may become subject to allegations and claims, in litigation and outside litigation, that we infringed or are infringing their intellectual property rights, particularly as we expand our presence in the market and face increasing competition. There can be no assurance that we will be successful in defending against these allegations or claims or in reaching a business resolution that is satisfactory to us, which could affect or even preclude our ability to sell our products in the relevant market and subject us to payment of damages and other financial remedies. In addition, parties may claim that the names and branding that we use for our company and our various products and services infringe their trademark rights in certain countries or territories. If such a claim were to prevail, we may have to change the names and branding that we use in the affected countries or territories and we could incur other costs.

 
36

Table of Contents